Moorehead

MEMORANDUM **

On April 17, 2001, the parties to this appeal reached an agreement to settle this lawsuit. The district court adopted the magistrate judge’s report and recommendation to enforce the settlement.

Moorehead and the Friedmans appeal, contending that (1) the district court erred in finding that there was a complete and enforceable agreement between the parties on April 17; (2) the district court erred in interpreting the condition to the disputed settlement as a condition subsequent rather than a condition precedent; (3) the district court erred in finding that the opinion of Moorehead’s patent attorney failed to satisfy the condition; and (4) that there was no “meeting of the minds” with respect to all material terms of the April 17 agreement. We take each of these claims in turn.

I

California law clearly states that it is the outward manifestation or expression of assent — not unexpressed intentions or understanding — that determines the existence of a contract. See 1 B.E. Witkin, Summary of California Law, Contracts § 119 at 144 (9th ed.1987). At the April 17 hearing, the court methodically went through each of the terms of the agreement and then asked Appellants…