VHB Associates, Inc. v. Orix Real Estate Equities

MEMORANDUM *

VHB Associates, Inc., appeals the summary judgment entered in favor of Orix Real Estate Equities, Inc. We affirm, for *854 reasons explained more fully by the district court.

The Partnership Agreement was binding. ORIX prepared the document, delivered an execution copy to VHB for signature, and it was signed in counterparts by both parties. See E.O.C. Ord, Inc. v. Kovakovich, 200 Cal.App.3d 1194, 1199-1200 , 246 Cal.Rptr. 456 (1988); Benard v. Walk-up, 272 Cal.App.2d 595, 602 , 77 Cal.Rptr. 544 (1969). To the extent that a further manifestation of consent was required, ORIX’s was evidenced by offering to and undertaking to perform.

The Partnership Agreement had an integration clause and thus it superseded prior understandings or agreements. Accordingly, we need not decide whether a joint venture of any sort was formed by virtue of the February 16, 2000 or the March 20, 2000 Letters of Intent, or the parties’ other communications or conduct.

ORIX could rely on the Partnership Agreement as guarantor. See Cates Constr., Inc. v. Talbot Partners, 21 Cal.4th 28, 48 , 86 Cal.Rptr.2d 855 , 980 P.2d 407 (1999).

By virtue of H 2.4(b) of the Agreement, ORIX had discretion…