Total Coverage, Inc. v. Cendant Settlement Services Group, Inc.

MEMORANDUM **

Appellant Total Coverage, Inc. Appeals dismissal of its complaint for failure to state a claim. We affirm for the reasons discussed below.

Fii'st, the Agreement to Negotiate did not categorically prohibit Cendant from negotiating with T-Mobile. The unambiguous language of the Agreement explicitly gave Total Coverage a “non-exclusive right to negotiate on [Cendant’s] behalf.” Nothing in the Agreement supports Total Coverage’s theory that this language means Cendant cannot negotiate on its own behalf, or that the agreement is “non-exclusive” only as to “other third-party vendors.” An agreement which simply gives one party the right to negotiate for the other does not prohibit the latter from negotiating on its own. See Nelson v. Mayer, 122 Cal.App.2d 438, 440, 445 , 265 P.2d 52 (1954); Harcourt v. Stockton Food Products, 113 Cal.App.2d 901, 905 , 249 P.2d 30 (1952). Total Coverage’s remaining arguments based on the language of the Agreement also fail.

Total Coverage argues it nonetheless stated a claim for breach of contract because it was the “procuring cause” of the agreement Cendant ultimately entered into with T-Mobile. 2 Under a procuring cause…

concurring:

I concur in the judgment of the court.