Mvuinvestors, LLC v. General Electric Company , 417 F. App'x 696 ( 2011 )

NOT FOR PUBLICATION
UNITED STATES COURT OF APPEALS FILED
FOR THE NINTH CIRCUIT MAR 02 2011
MOLLY C. DWYER, CLERK
U.S. COURT OF APPEALS
MVUINVESTORS, LLC, No. 09-56855
Plaintiff - Appellant, D.C. No. 2:08-cv-08016-R-E
v.
MEMORANDUM*
GENERAL ELECTRIC COMPANY, GE
Healthcare, a unit of General Electric
Company,
Defendant - Appellee.
MVUINVESTORS, LLC, No. 09-56998
Plaintiff - Appellant - Cross- D.C. No. 2:08-cv-08016-R-E
Appellee,
v.
GENERAL ELECTRIC COMPANY, GE
Healthcare, a unit of General Electric
Company,
Defendant - Appellee - Cross -
Appellant.
*
This disposition is not appropriate for publication and is not precedent
except as provided by 9th Cir. R. 36-3.
Appeal from the United States District Court
for the Central District of California
Manuel L. Real, District Judge, Presiding
Argued and Submitted February 17, 2011
Pasadena, California
Before: GOODWIN, KLEINFELD, and PAEZ, Circuit Judges.
This is a diversity case for breach of contract. The underlying facts of this
appeal are known to the parties and need not be repeated. MvuInvestors, LLC
(MVU) alleges that General Electric (GE) and its subsidiary, GE Healthcare,
agreed to buy MVU’s patent portfolio of a portable magnetic-resonance-imaging
(MRI) machine for $3 million down, and up to $10 million from future sales. The
district court ruled, among other things, that there was no contract under California
law and granted summary judgment to GE and GE Healthcare. MVU appeals. GE
and GE Healthcare cross-appeal the district court’s denial of their motion for Rule
11 sanctions against MVU.
Even if we assume that the conflicting evidence showed an oral contract
subject to conditions was formed under California law, see Kohn v. Jaymar-Ruby,
Inc., 23 Cal. App. 4th 1530, 1534 (1994), we may affirm the district court’s grant
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of summary judgment on any ground supported by the record. See, e.g., Enlow v.
Salem-Keizer Yellow Cab Co., 389 F.3d 802, 811 (9th Cir. 2004). We conclude
that summary judgment was appropriate because no reasonable factfinder could
find that the second of the two conditions necessary for the oral contract to become
binding under California law—that of researching the consumer market to
determine the viability of GE’s investment—was ever met. Platt Pac., Inc. v.
Andelson, 862 P.2d 158, 161–62 (Cal. 1993).
The second condition related to GE receiving customer feedback about the
portable MRI machine, and surveying these past customers. MVU pointed to the
deposition testimony of MVU’s chairman and primary shareholder wherein he
thought that this “Condition . . . had been satisfied.” It was, in the sense of
obtaining some feedback, but it was not, in the sense of obtaining positive
feedback. To make any sense, the condition had to mean obtaining positive
customer feedback, not just customer feedback regardless of whether it was
positive or negative. No evidence in the record establishes a genuine issue of fact
as to the commercial viability for GE.
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After construing, as we must, these facts in the light most favorable to
MVU, Vasquez v. Cnty. of Los Angeles, 349 F.3d 634, 639–40 (9th Cir. 2003), we
conclude that a mere subjective legal opinion by the MVU chairman is not enough,
on its own, to create a genuine issue of material fact. See Cornwell v. Electra Cent.
Credit Union, 439 F.3d 1018, 1028 n.6 (9th Cir. 2006) (observing that a plaintiff’s
subjective impressions, standing alone, may not create a genuine dispute of
material fact). Indeed, our court’s case law is clear that deposition testimony not
within the deponent’s personal knowledge, consisting of summary legal
conclusions, does not create a genuine factual dispute. See, e.g., Villiarimo v.
Aloha Island Air, Inc., 281 F.3d 1054, 1061 (9th Cir. 2002).
Regarding the cross-appeal, although the transcripts of the proceedings show
that the district court applied an incorrect standard for Rule 11 sanctions, see Conn
v. Borjorquez, 967 F.2d 1418, 1420 (9th Cir. 1992), sanctions would have been
inappropriate regardless because MVU’s case had “a reasonable basis . . . in both
law and in fact.” Larez v. Holcomb, 16 F.3d 1513, 1522 (9th Cir. 1994) (quoting
Cooter & Zell v. Harmarx Corp., 496 U.S. 384, 393 (1990)); see also Fed. R. Civ.
P. 11(b). The district court’s application of a subjective “bad faith” standard for
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Rule 11 sanctions was harmless because its conclusion that sanctions were
inappropriate was compelled by the record.
We therefore AFFIRM.
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