Lahaye

MEMORANDUM **

Tim LaHaye appeals the district court’s grant of summary judgment to Goodneuz Group on his claims for breach of contract, breach of the implied covenant of good faith and fair dealing, and declaratory relief. We reverse in part and affirm in part.

I. Long-Form Agreement

We reverse the district court’s grant of summary judgment on LaHaye’s claim that Goodneuz breached its obligations under 1118 of the parties’ contract when it refused to enter into negotiations for a long-form agreement. We view the facts in the light most favorable to the party opposing the motion for summary judgment, and we find a genuine issue of material fact as to whether Goodneuz breached the agreement. “Summary judgment is appropriate when the contract terms are clear and unambiguous....” Kassbaum v. Steppenwolf Prods., Inc., 236 F.3d 487, 491 (9th Cir.2000) (internal quotation marks omitted). Here, however, the nature and extent of the obligation imposed by 1118 are ambiguous. Neither the language of the contract, nor the circumstances under which the parties contracted, illuminates the conditions under which a long-form agreement would be “needed.” See id. (explaining that a court…

dissenting.

I do not see the same triable issues of fact in the record, and would affirm. The agreement states that it is integrated, LaHaye so testified, and there were no preagreement representations upon which LaHaye relied. The district court so found in findings that are final, after considering parol evidence. There is no evidence that LaHaye ever asked for negotiations on standard terms and conditions; such requests as were made would have added new and different obligations, therefore Paragraph 18 was never triggered. LaHaye waived the “video-first” theory upon which he now argues that his claim for breach of the covenant of good faith and fair dealing should go forward by not raising it in the district court in the summary judgment proceeding. In any event, it can go nowhere because the contract explicitly conveys all distribution rights to Namesake. And there is no evidence that selecting the videocassette format was objectively unreasonable or in bad faith.