PSM Holding Corp. v. National Farm Financial Corp.

MEMORANDUM **

Defendants-Appellants National Farm Financial Corporation, Business Alliance Insurance Company (“BAIC”), and Larry P. Chao seek reversal of the district court’s denial of their motion for judgment as a matter of law. We conclude that the district court erred by allowing the jury to interpret the contract, because the relevant provision was unambiguous and evaluation of extrinsic evidence was unnecessary and inappropriate under California law. The provision at issue required that all parties sign the agreement before it became binding. Several signature lines were left blank. We therefore hold that the parties did not form a valid contract.

Under California law, “[i]t is solely a judicial function to interpret a written contract unless the interpretation turns upon the credibility of extrinsic evidence.” Hess v. Ford Motor Co., 27 Cal.4th 516 , 117 Cal.Rptr.2d 220 , 41 P.3d 46, 53 (2002) (internal quotation marks omitted); see also County of San Diego v. Ace Property & Cas. Ins. Co., 37 Cal.4th 406 , 33 Cal. Rptr.3d 583 , 118 P.3d 607, 612 (2005) (“If contractual language is clear and explicit, it governs.” (internal quotation marks omitted)); Cal. Civ.Code § 1638.…