Albright v. DarbeeVision,Inc. CA4/3

Filed 6/6/16 Albright v. DarbeeVision,Inc. CA4/3

NOT BE PUBLISHED IN OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or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 This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.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

FOURTH APPELLATE DISTRICT

DIVISION THREE

RUSSELL ALBRIGHT et al.,

Plaintiffs and Appellants, G051079

v. (Super. Ct. No. 30-2012-00586110)

DARBEEVISION, INC., et al., OPINION

Defendants and Respondents.

Appeal from a judgment of the Superior Court of Orange County, Geoffrey T. Glass, Judge. Affirmed. Law Offices of Benjamin G. Ramm and Benjamin G. Ramm for Plaintiffs and Appellants. Werner Law Firm and Lee G. Werner for Defendants and Respondents.

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Plaintiffs’ Russell Albright and R.E. Albright, LLC (REA) (collectively, plaintiffs) first amended complaint against Defendants DarbeeVision, Inc. (DVI), Paul Darbee, Larry Pace, and William Heatley (collectively, defendants) alleged Albright entered into a stock purchase agreement with DVI. The complaint alleged eight causes of action. The fifth cause of action for an injunction was the only cause of action against Pace and Heatley. The remaining causes of action for specific performance, conversion, injunctions, declaratory relief, intentional misrepresentation, fraud and deceit, were alleged against DVI and Darbee or Darbee alone. After a court trial, the superior court found in favor of defendants. The court found there was no consideration for the stock purchase agreement and no meeting of the minds between the parties, as evidenced by Albright’s refusal to sign DVI’s Corporations Code section 25102, subdivision (f),1 acknowledgement or a noncompetition agreement, which DVI made a condition to the issuance of stock. Plaintiffs contend the judgment should be reversed because the stock purchase agreement signed by Albright was a contract. We agree there was no consideration for the stock purchase agreement. (Passante v. McWilliam (1997) 53 Cal.App.4th 1240, 1247 [promise to issue stock to plaintiff for prior efforts lacked consideration].) We therefore affirm. I FACTS The following facts are sufficient for the issue presented on appeal, i.e., whether the stock purchase agreement was an enforceable contract. In August 2005, REA entered into an option agreement with Darbee to purchase DarbeeVision Technology. DarbeeVision is a process whereby a picture’s clarity and depth are enhanced. The process was used on the movie Gosford Park. In that application, the