Riverbank Oil Co. v. Tosco Oil Corp.

MEMORANDUM *

Riverbank Oil Company appeals the district court’s summary judgment in favor of defendant Tosco Oil Corporation. We have jurisdiction over this diversity case pursuant to 28 U.S.C. § 1291 and affirm in full. As the facts and procedural history are familiar to the parties, we do not repeat them here.

*715 First, there is no genuine issue of material fact that the May 1, 2002 letter did not constitute a binding contract. The letter plainly states that the duration of the contract was conditioned on Tosco management’s approval. Duration was an essential and material term of the contract, known to both parties. Because the record contains no evidence Tosco management ever approved the contract, the May 1, 2002 letter cannot constitute a binding contract. See Bustamante v. Intuit, Inc., 141 Cal.App.4th 199, 215 , 45 Cal.Rptr.3d 692 (2006). Furthermore, the parties did not perform under the May 1, 2002 letter. The two deliveries of oh Tosco accepted were purchased pursuant to spot contracts containing a price differing from the formula price contained in the May 1, 2002 letter, and the amounts shipped did not conform to the amounts required in the letter. See Cal.…