Porges ex rel. USA v. RQ Construction, Inc.

MEMORANDUM **

The district court entered judgment in favor of Accelerated Electric (“Accelerated”) after a bench trial on its claim that RQ Construction, Inc. (“RQ”) breached the parties’ contract concerning electrical subcontract work on a Navy housing project. RQ appeals both this decision and the district court’s admission of the testimony of Accelerated’s lost profits expert. Accelerated cross-appeals the district court’s reduction of its lost profits calculation and rejection of its promissory estoppel claims arising from two related Navy housing projects.

We affirm and deny Accelerated’s cross-appeal.

I

RQ first appeals the district court’s determination that RQ’s letter of intent to Accelerated created a binding contract. Alternatively, RQ argues that, in light of the parties’ course of dealing, any contract that was created contained a termination for convenience clause.

This court reviews de novo the district court’s interpretation of state law. See Feature Realty, Inc. v. City of Spokane, 331 F.3d 1082 , 1086 n. 3 (9th Cir.2003). The formation of a binding contract requires: (1) parties capable of contracting; (2) mutual assent; (3) a lawful object; and (4)…