Santandrea v. Siltec Corp.

California Court of Appeal Mar 25, 1976 No. Civ. 37254Published

Before: Brown (h.C.)

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Holding. The court held that no contract was formed between the parties because there was no meeting of the minds, and the trial court properly granted summary judgment on the claims of breach of contract and fraud. Additionally, the court affirmed the trial court's imposition of sanctions for a frivolous motion for reconsideration.

Issues

Whether a binding employment contract was formed between the parties.
Whether there was a triable issue of material fact regarding fraud.
Whether the trial court abused its discretion in imposing sanctions for a motion for reconsideration.

Disposition. affirmed

Quotations verified verbatim against the opinion

“The exchange of letters obviously did not create any contractual relationship.”

“At no time was there a meeting of the minds as to the terms of employment.”

“The exercise of the court’s inherent power to provide for the orderly conduct of the court’s business is a matter vested in the sound legal discretion of the trial court.”

Opinion

BROWN (H. C.), J.

Plaintiff brought this action for compensatory and punitive damages for fraud and the breach of an alleged agreement to employ him in a corporation to be formed as a subsidiary to an existing corporation, the Siltec Corporation. Defendants’ motion for summary judgment was granted and plaintiff appealed.

The record discloses that appellant Joseph Santandrea brought this action for breach of an agreement by Robert E. Lorenzini, as president of Siltec Corporation, to employ him in a venture called “Monosil.”

Appellant directed a letter dated May 11, 1973 to Lorenzini setting forth the terms of employment. These terms included the salary desired and a stock purchase plan. Lorenzini, on May 15, 1973, replied by letter in which a different salary was proposed and a specific condition was imposed on the stock purchase arrangement providing for repurchase by the company if certain contingencies occurred. This letter also stated: “Please understand that this offer has not yet been approved by our Board of Directors, however, if you are in agreement, I believe that I can get it approved.”

The exchange of letters obviously did not create any contractual relationship. The terms of each differed on the material items of salary and the stock repurchase plans. The Lorenzini letter specifically stated that the terms of employment had not been approved by the Siltec board of directors and that was a necessary requirement. No acceptance of the terms set forth in the Lorenzini letter was ever communicated to Lorenzini.

A few weeks later, respondents directed another letter to plaintiff, expressing concern about the possible success of the Monosil venture

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and doubt as to whether the Siltec board of directors would approve it. Monosil was never formed.

Therefore, applying the most fundamental rules to the evidence, it is clear that no contract existed. At no time was there a meeting of the minds as to the terms of employment. The Lorenzini letter of May 15 was an invitation for an offer from appellant, which offer would require approval by the Siltec board of directors. This approval did not occur. (See

Santandrea v. Siltec Corp.

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BROWN (H. C.), J.

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