DePhillips v. DirectTV CA2/1

Filed 10/30/14 DePhillips v. DirectTV CA2/1 NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION ONE

RUSSELL M. DEPHILLIPS, as Trustee, B250247 etc., (Los Angeles County Defendant and Appellant, Super. Ct. No. BS128925)

v.

DIRECTV, INC.,

Plaintiff and Respondent.

APPEAL from a judgment of the Superior Court of Los Angeles County; Ruth Ann Kwan, Judge. Reversed. Munger, Tolles & Olson, Ronald L. Olson, Fred A. Rowley, Jr., Anjan Choudhury, Ray S. Seilie, Thomas P. Clancy; Kirby, Noonan, Lance & Hoge and Michael L. Kirby for Defendant and Appellant. Quinn Emanuel Urquhart, Kathleen M. Sullivan, Michael E. Williams, Justin C. Griffin, and A.J. Bedel, for Plaintiff and Respondent. ____________________

This is a contract termination dispute. DirecTV contracted with Professional Satellite to recruit new customers, but DirecTV terminated the contract without the proper amount of notice. At arbitration, Professional Satellite won in a two-to-one split. DirecTV petitioned the trial court to vacate this arbitration award. We assume without deciding the trial court was right to review the arbitration award for errors of law or legal reasoning. Our review is de novo. (Gravillis v. Coldwell Banker Residential Brokerage Co. (2010) 182 Cal.App.4th 503, 511.) The trial court concluded the arbitrators made three legal errors. We disagree and therefore reverse the trial court’s order vacating the arbitration award. I The parties differed about which document governed their relationship. There were three relevant documents: the 1998 contract, the 2004 contract, and the 2006 contract proposal. The parties agree they signed the 1998 and 2004 documents and thereby created effective contracts. With respect to the 2006 document, DirecTV does not challenge the arbitrators’ majority finding that Professional Satellite never signed the proposal. Rather, DirecTV takes the position that, through its conduct, Professional Satellite ratified DirecTV’s 2006 proposal. The arbitrators rejected this ratification argument, but the trial court mistakenly accepted it. Professional Satellite never ratified the 2006 proposal. Ratification requires that the ratifier “affirmatively endorsed” the disputed contract proposal at a time that reveals assent. (Rakestraw v. Rodrigues (1972) 8 Cal.3d 67, 75; see also id. page 73 [“A purported agent’s act may be adopted expressly or it may be adopted by implication based on conduct of the purported principal from which an intention to consent to or adopt the act may be fairly inferred, including conduct which is ‘inconsistent with any reasonable intention on his part, other than that he intended approving and adopting it.’” (Italics added.).] The facts do not show ratification. Neither DirecTV nor Professional Satellite treated each other as though the 2006 proposal were in effect. DirecTV continued its