Hindin/Owen/Engelke, Inc. v. Four Seasons Healthcare, Inc.

MEMORANDUM *

Hindin/Owen/Engelke Inc. (“HOE”) appeals the district court’s grant of summary judgment to Four Seasons Healthcare, Inc., as well as the district court’s order awarding Four Seasons attorney’s fees. We review a district court’s grant of summary judgment de novo. Alfrey v. United States, 276 F.3d 557, 561 (9th Cir.2002).

Four Seasons asserts that it is entitled to summary judgment because the January 11, 2001, Agreement between the parties entitles HOE to a placement fee only if Four Seasons receives “initial funding proceeds.” We reject this contention.

Under California law, we are bound to give force to all of a contract’s provisions. Cal. Civil Code § 1641 . Paragraph 3, sub-part C, of the January 11 Agreement entitles HOE to a fee if Four Seasons hinders or frustrates a lending institution’s efforts (a) to propose financing to Four Seasons, (b) to conduct due diligence, and/or (c) to fund Four Seasons. In such a situation Four Seasons would not receive any “initial funding proceeds” or “initial funds,” yet HOE would still be entitled to a fee. Therefore, reading the Agreement as Four Seasons suggests-to make the receipt of funds a precondition to payment-would…