Terenzio v. Current TV, LLC CA1/3 ( 2015 )


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  • Filed 11/6/15 Terenzio v. Current TV, LLC CA1/3
    NOT TO BE PUBLISHED IN OFFICIAL REPORTS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 This opinion has not been certified for publication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
    FIRST APPELLATE DISTRICT
    DIVISION THREE
    JOHN TERENZIO et al.,
    Plaintiffs and Appellants,
    v.                                                                       A142617
    CURRENT TV, LLC et al.,
    (San Francisco County
    Defendants and Respondents.                                      Super. Ct. No. CGC-13-529261)
    This is an appeal from judgment following the trial court’s order granting
    summary judgment to defendants Current TV, LLC and Current Media LLC
    (collectively, Current). Plaintiff John Terenzio and TAP, Inc. (collectively, plaintiffs)
    sued Current for breach of implied contract and quantum meruit after Current failed to
    pay Terenzio compensation for its purported use of a business idea he presented to one of
    Current’s corporate directors and minority investors relating to the potential for the
    acquisition of Current by the Al Jazeera television network in July 23, 2012. This
    acquisition in fact occurred in January 2013. However, the trial court found there was no
    implied contract between the parties, or any other legal basis for requiring Current to
    compensate Terenzio for use of his business idea. On appeal, plaintiffs challenge the trial
    court’s summary judgment ruling, as well as the court’s initial decision to hear the
    summary judgment motion without first ruling on plaintiffs’ motion to compel. We
    affirm the judgment in its entirety for reasons stated below.
    1
    FACTUAL AND PROCEDURAL BACKGROUND
    Defendant Current TV, LLC, and its wholly-owned subsidiary, defendant Current
    Media LLC, were Delaware limited liability companies that operated the Current cable
    television network. This network had cable placements in approximately 60 million U.S.
    households until its sale in January 2013 to Qatar-based news organization and media
    conglomerate, Al Jazeera Media Network (Al Jazeera). Current was founded in 2002 by
    former Vice President Albert Gore and entrepreneur Joel Hyatt. Gore served as Current’s
    chairman of the Board, while Hyatt served as Current’s Chief Executive Officer and
    Board member, until the company’s sale.1
    Terenzio, in turn, is an accomplished television producer and owner/sole
    shareholder of plaintiff TAP, Inc., a Florida corporation. During a trip to the Middle East
    in 2011, Terenzio became interested in Al Jazeera after watching its English language
    channel, Al Jazeera English. Terenzio learned that Al Jazeera English had won awards in
    the United States for quality journalism. The channel, however, had not been able to
    penetrate the U.S. cable market despite having a keen interest in doing so. Terenzio, who
    had previous international media experience advising a U.S. television network regarding
    the Chinese National Broadcast Network, developed a presentation concerning Al Jazeera
    English. This presentation addressed how Al Jazeera could obtain cable placement in a
    significant number of U.S. households “on a market-by-market basis” and, at the same
    time, moderate any negative reactions to the Al Jazeera brand arising from its Middle
    Eastern origin.
    In 2011 or 2012, Terenzio presented his Al Jazeera research and ideas to a friend,
    Richard Nanula of Colony Capital, with the hope that Colony Capital might invest in the
    project. The project did not go forward at that time. However, Nanula later heard that
    Richard Blum, a director on Current’s Board and minority shareholder through his
    company, Blum Capital, had indicated Current was losing money and thought Current
    1
    Gore was initially named as an individual defendant in the lawsuit before
    ultimately being dismissed.
    2
    should be sold. Nanula, believing Al Jazeera could be a good fit for Current, approached
    Blum in July 2012 to recommend that he talk to Terenzio about his ideas regarding Al
    Jazeera. Blum expressed interest to Nanula, and told him to have Terenzio contact him
    directly.
    On July 18, 2012, Terenzio emailed Blum to inquire about setting up a meeting to
    discuss “some thoughts which may be helpful regarding your media investments.”
    Terenzio further explained: “I’m coming to San Francisco on Monday to spend much of
    the day with your stepdaughter, Katherine, and if you’re free in the afternoon, I can drop
    by and visit.” Terenzio had reshaped his original Power Point presentation to focus
    directly on how Al Jazeera could penetrate the U.S. cable market through Current’s
    existing cable distribution agreements rather than on a market-by-market basis. Blum
    agreed to hear his ideas, and had his associate ask whether Terenzio could arrange to
    meet at Blum’s Berkeley office. Terenzio agreed. Accordingly, on Monday, July 23,
    2012, Terenzio travelled from his home in the Los Angeles area to the Bay Area, where
    he attended a morning and lunch meeting in San Francisco, before travelling on to
    Berkeley, where he spent roughly one to two hours with Blum talking generally and
    giving his Power Point presentation, “ALZ America: The Path to U.S. Distribution.” The
    Power Point presentation addressed, among other things, the potential value to Al Jazeera
    and Current of using Current’s distribution as a base to place Al Jazeera English in
    roughly 60 million U.S. households. The presentation also covered post-sale steps
    Current could take to temper any negative reaction to the relationship by engaging with
    and gaining tacit approval from both policy makers and opposition groups (including
    Israel and U.S. Jewish groups).2 When their meeting concluded, Terenzio gave Blum a
    copy of his Power Point. Blum told Terenzio he would discuss his ideas with Gore,
    Current’s founder, shareholder and Chairman.
    2
    In San Francisco, Terenzio met with Blum’s stepdaughter, Presiding Judge of the
    Superior Court, to discuss the possibility of working with her in a courtroom-based
    reality television show.
    3
    Blum did in fact subsequently have a 15-to-20 minute telephone conversation with
    Gore about what he had learned from Terenzio’s presentation, although he did not
    identify Terenzio by name, nor share with him the Power Point presentation. Gore,
    however, rejected the idea out of hand, noting the potential political ramifications of
    selling Current to Al Jazeera. Gore later mentioned to Hyatt that a friend of Blum’s had
    suggested selling Current to Al Jazeera. Like Gore, Hyatt did not entertain the idea at
    that time. According to Hyatt, he and Gore were already familiar with the idea that Al
    Jazeera could be a potential qualified buyer of Current. In fact, Al Jazeera had
    approached Current in 2011 about a possible partnership, which Hyatt understood at the
    time to be an effort by Al Jazeera to gain access to Current’s distribution network in the
    United States. Current, however, was not interested at that time either.
    In the late summer of 2012, Hyatt and Gore definitively decided to sell Current.
    To this end, in mid-September 2012, Current began working with investment bankers,
    including Jeffrey Sine from The Raine Group, LLC (Raine), to find a strategic buyer or
    investor for the company.3 On September 25, 2012, following several conversations (in
    person and otherwise), Sine directed a colleague to send Hyatt a list of about 100
    recommended potential buyers for Current, one of which was Al Jazeera. A conference
    call with Current, Raine and J.P. Morgan representatives was then held a few days later to
    discuss the potential buyer list. During this call, Hyatt rejected the idea of Al Jazeera as
    Current’s buyer.
    Nonetheless, the record reflects that, throughout this time period, Gore and Hyatt
    thought further about the possibility of selling Current to Al Jazeera. For example, in an
    email dated September 18, 2012, Hyatt noted to Gore that Al Jazeera had a reputation for
    quality journalism and was interested in successfully penetrating the U.S. market. Hyatt
    also noted the possibility that Al Jazeera’s interest in penetrating the U.S. market could
    be parlayed into a premium sale price – “as much as a billion dollars” – for Current.
    Hyatt opined that involving the influential Brookings Institute in the sale might head off
    3
    Current had earlier retained J.P. Morgan to assist with finding a buyer for the
    company, but none had been found.
    4
    any negative public reaction to the sale. In another series of emails on September 27,
    2012, the same day as their conference call with Raine and J.P. Morgan representatives,
    Hyatt and Gore agreed that, if they were to sell Current to Al Jazeera, they should “just
    do so,” without relying on a “convoluted structure” involving the Brookings Institute.
    Also on September 27, Hyatt emailed Sine requesting they talk the following day about
    “Al Jazeera” and, in particular, “some research” he and Gore had done.
    Hyatt explained by declaration and in deposition testimony that, although he and
    Gore initially rejected the idea of selling Current to Al Jazeera, the men began to rethink
    their position in light of Sine’s ongoing promotion of the idea. Sine, an investment
    banker since 1986, had vast experience with the media business and was well-aware Al
    Jazeera had a keen interest in obtaining a U.S. platform for cable distribution, through
    Current or another partner. Indeed, Sine’s persistence prompted Hyatt to undertake his
    own research into Al Jazeera.4 As a result of Hyatt’s substantial research, which included
    discussions with policy makers and Middle East experts, Hyatt, and eventually Gore,
    decided Al Jazeera was in fact the best fit for Current. However, the decision was made
    to disclose Current’s interest in Al Jazeera to only a select few individuals at Raine and
    Current, explaining Hyatt’s pretend expression of disinterest in Al Jazeera during the
    September 27 conference call with a large group from J.P. Morgan and Raine.
    Accordingly, on September 29, 2012, Hyatt instructed Sine to approach Al Jazeera
    confidentially regarding a sale of Current. Following confidential negotiations and
    extensive due diligence, including travel to Qatar, a deal was reached and, on January 2,
    2013, news of the sale of Current to Al Jazeera went public.
    Given the extreme confidential nature of these negotiations, Current’s board
    members, including Blum, were not advised of the deal until it was consummated. Blum,
    who was quite surprised to learn of the deal, called Nanula. Both Blum and Nanula
    believed Terenzio’s ideas had played a role in the sale, and that he was entitled to
    compensation by Current. Blum made clear to Nanula, however, that he was expressing
    4
    Hyatt was not sure exactly when Sine began to push the idea of Al Jazeera as
    purchaser.
    5
    his personal view, not that of Current. The men discussed what would be an appropriate
    fee for Terenzio, ultimately deciding the sum of 0.5 to one percent of the transaction
    price as a “finder’s fee” would be appropriate. Blum and Nanula subsequently met with
    Terenzio in Los Angeles, and shared their opinions that Terenzio deserved compensation
    for the idea of selling Current to Al Jazeera.
    The proposed compensation was never paid to Terenzio, however, and on July 10,
    2013, he filed the operative complaint, the First Amended Complaint, in this lawsuit.
    The complaint asserts two causes of action, the first for breach of implied agreement and
    the second for quantum meruit. It also seeks compensatory damages based upon the
    alleged reasonable value of Terenzio’s services to Current.
    On November 27, 2013, Current filed its motion for summary judgment or,
    alternatively, for summary adjudication. Current argued, inter alia, that no triable issue
    of fact exists with respect to plaintiffs’ allegations that Blum entered into an implied
    contract with Terenzio on behalf of Current to compensate him (as a consultant, a finder,
    or something else) for the idea of selling Current to Al Jazeera.
    While this summary judgment motion was pending, plaintiffs filed a motion to
    compel production of documents and to continue the hearing to allow discovery to go
    forward. Current, in turn, filed a motion to stay discovery of confidential documents
    until resolution of the summary judgment motion. These motions were initially heard by
    a Judge Pro Tem, who recommended that plaintiffs’ motion to compel and to continue
    the summary judgment hearing be granted with certain qualifications, and that Current’s
    motion to stay be denied. On March 11, 2014, Current then filed a motion to seal certain
    confidential documents relevant to summary judgment.
    Following a contested hearing on the pending motions held May 23, 2014, the trial
    court issued an order granting Current’s motion for summary judgment against plaintiffs
    on the following grounds: (1) no triable issue of material fact indicates an implied
    contract had formed between the parties; rather, the undisputed facts demonstrate plaintiff
    merely presented the idea of Al Jazeera acquiring Current to Blum, a person who lacked
    actual authority to contract on behalf of Current and who Current never designated to
    6
    receive idea submissions on its behalf or held out as possessing such authority; (2) no
    triable issue of material fact indicates Terenzio acted or had been hired as a consultant,
    such that he would be entitled to compensation; (3) no triable issue of material fact
    indicates Terenzio had facilitated or had contacts on both sides of the Current-Al Jazeera
    transaction, such that he would be entitled to a finder’s fee; and (4) no triable issue of
    material fact was raised regarding “the fact that the idea of Al Jazeera acquiring Current –
    the only idea communicated to members of Current other than Blum – was initially
    conveyed to . . . Blum by Richard Nanula, and without an expectation of compensation
    for the idea.”
    The trial court also granted Current’s motion to seal, expressly finding that the
    records under seal “implicate overriding interests, including Defendants’ interest in the
    privacy of its business, financial and proprietary information; Defendants’ interest in
    avoiding the consequences of breaching nondisclosure obligations; and the interest of
    third parties in the confidentiality of their financial and personal information.” Finally,
    the court orally denied plaintiffs’ motion to continue the summary judgment proceedings.
    Judgment in favor of Current was thus entered, following by the filing of
    plaintiffs’ timely notice of appeal.
    DISCUSSION
    Plaintiffs raise the following arguments on appeal, which we address in turn.
    First, plaintiffs contend the trial court erred in granting Current’s summary judgment
    motion because triable issues of fact exist with respect to whether: (a) there was an
    implied contract between Current and plaintiffs; (b) Blum had authority to enter into this
    implied contract on behalf of Current; (c) Current ratified, or should be estopped from
    challenging, Blum’s acceptance of the implied contract; and (d) Current used Terenzio’s
    idea. Second, plaintiffs contend the trial court erred by failing to address their quantum
    meruit cause of action before granting summary judgment. Third, plaintiffs contend the
    trial court “erred in granting summary judgment without first ruling on [their] motion to
    7
    compel” and refusing to continue the summary judgment hearing to enable appropriate
    discovery.5
    The rules governing our review of plaintiffs’ contentions are well-established. A
    defendant moving for summary judgment has the burden of showing that a cause of
    action has no merit by demonstrating one or more elements of the cause of action cannot
    be established or that a complete defense to that cause of action exists. (Code of Civ.
    Proc., § 437c, subd. (p)(2).) If the defendant successfully meets this burden, the plaintiff
    then has the burden of setting forth specific facts showing the existence of one or more
    triable issues of material fact. (Ibid.) The trial court may grant the defendant’s summary
    judgment motion if there is no triable issue as to any material fact and the moving party is
    entitled to judgment as a matter of law. (§ 437c, subd. (c).)
    “ ‘An issue of fact can only be created by a conflict of evidence. It is not created
    by “speculation, conjecture, imagination or guess work.” [Citation.] Further, an issue of
    fact is not raised by “cryptic, broadly phrased, and conclusory assertions” [citation], or
    mere possibilities [citation].” ’ [Citation.] A genuine issue of material fact exists if, and
    only if, the evidence would allow a reasonable juror to find the underlying fact in favor of
    the party opposing summary judgment. [Citation.]” (Spinner v. American Broadcast
    Companies, Inc. (2013) 
    215 Cal. App. 4th 172
    , 183 (Spinner).)
    On appeal, this court reviews the grant of summary judgment de novo. In doing
    so, we apply the same legal standards as the trial court to determine whether there exists
    any genuine issue of material fact or whether the moving party is entitled to judgment as
    a matter of law. (PCO, Inc. v. Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro,
    LLP (2007) 
    150 Cal. App. 4th 385
    , 390.) Further, we must accept as true all facts
    demonstrated by the losing party’s evidence, as well as reasonable inferences drawn from
    those facts and evidence, while resolving all evidentiary doubts and ambiguities in the
    5
    In briefing, plaintiffs also contended the trial court abused its discretion in
    granting Current’s motion to seal without the requisite legal showing. However, this
    issue has since been resolved. Pursuant to the agreement of both counsel at oral
    argument, we ordered the record in this case to be unsealed by the clerk of this court, and
    the unredacted briefs of the parties to be filed in the public record.
    8
    losing party’s favor. (Saelzler v. Advanced Group 400 (2001) 
    25 Cal. 4th 763
    , 768; see
    also Hulett v. Farmers Ins. Exchange (1992) 
    10 Cal. App. 4th 1051
    , 1060 [“The presence
    of inferences supporting a judgment in favor of plaintiff is sufficient to defeat a summary
    judgment order in favor of defendant”].)
    I. Are There Triable Issues of Material Fact As To The Existence Of An
    Implied Contract Between Plaintiffs And Current?
    The primary dispute for purposes of this appeal is whether Current impliedly
    agreed to compensate Terenzio for use of his business idea of selling Current to
    Al Jazeera to enable Al Jazeera to penetrate the United States cable market. The legal
    parameters of plaintiffs’ implied agreement theory were recently set forth by our
    colleagues in the Second Appellate District, Division Eight, and we repeat them here.
    “Generally, there is no property right in an idea. ‘ “The general rule of law is, that the
    noblest of human productions—knowledge, truths ascertained, conceptions, and ideas —
    become, after voluntary communication to others, free as the air to common use.” ’
    (Desny v. Wilder (1956) 
    46 Cal. 2d 715
    , 731-732 [
    299 P.2d 257
    ] (Desny), quoting
    Internat’l News Serv. v. Assoc. Press (1918) 
    248 U.S. 215
    , 250 [
    63 L. Ed. 211
    , 
    39 S. Ct. 68
    .) Nevertheless, the California Supreme Court held in 
    Desny, supra
    , at pages 733-734,
    that an idea can be the subject of an express or implied contract, and its disclosure and
    submission can be consideration for a promise to pay compensation. Plaintiffs may
    therefore have a cause of action in contract for disclosing an idea to a defendant that uses
    that idea without compensation.” 
    (Spinner, supra
    , 215 Cal.App.4th at p. 184. See also
    Civ. Code, § 1621 [“An implied contract is one, the existence and terms of which are
    manifested by conduct”].)
    “In an idea submission case such as this, to prevail on a cause of action for breach
    of implied-in-fact contract, the plaintiffs must show: (1) they clearly conditioned the
    submission of their ideas on an obligation to pay for any use of their ideas; (2) the
    defendants, knowing this condition before the plaintiffs disclosed the ideas, voluntarily
    accepted the submission of the ideas; and (3) the defendants found the ideas valuable and
    9
    actually used them — that is, the defendants based their work substantially on the
    plaintiffs’ ideas, rather than on their own ideas or ideas from other sources.” 
    (Spinner, supra
    , 215 Cal.App.4th at p. 184, citing Mann v. Columbia Pictures, Inc. (1982) 
    128 Cal. App. 3d 628
    , 646-647 & fn. 6 (Mann). Accord Faris v. Enberg (1979) 
    97 Cal. App. 3d 309
    , 318 [“for an implied-in-fact contract one must show: that he or she prepared the
    work; that he or she disclosed the work to the offeree for sale; under all circumstances
    attending disclosure it can be concluded that the offeree voluntarily accepted the
    disclosure knowing the conditions on which it was tendered (i.e., the offeree must have
    the opportunity to reject the attempted disclosure if the conditions were unacceptable);
    and the reasonable value of the work”].)
    According to plaintiffs, there are triable issues of fact, which the trial court failed
    to recognize, regarding the existence of an implied contract between Current and
    Terenzio based upon the words and conduct of Current’s agent, Richard Blum. Plaintiffs
    reason that “Terenzio was invited to and did pitch . . . business ideas to Richard Blum,
    who was an owner and Director of Current, vested with managerial authority. The
    meeting with Blum occurred because Terenzio had business ideas that could have fit
    Current’s business need. The meeting was commercial; there was no evidence that a gift
    of the ideas was intended. The meeting reeked with authority to deal on Current’s
    behalf.” Based upon this reasoning, plaintiffs claim Terenzio was entitled to reasonable
    compensation for his submission to Blum of the business idea of an acquisition of
    Current by Al Jazeera (which idea Current actually used). For reasons to follow, we
    disagree.
    A.     No Triable Issue Exists Regarding Blum’s Authority to Bind Current.
    As plaintiffs’ own authority emphatically states: “The law will not imply a promise
    to pay for an idea from the mere facts that the idea has been conveyed, is valuable, and
    has been used for profit; this is true even though the conveyance has been made with the
    hope or expectation that some obligation will ensue.” (
    Desny, supra
    , 46 Cal.2d at p. 739,
    italics added.) Here, as we explain below, regardless of what Terenzio privately
    understood or hoped for, the undisputed record is that neither Current, nor anyone
    10
    authorized to act on Current’s behalf, took any action that could objectively be viewed as
    an agreement to compensate him for use of any idea expressed to Blum during their July
    2012 Berkeley meeting.
    First, as Current strenuously argues, there is no evidence supporting plaintiffs’
    claim that Blum was acting as Current’s agent at the July 2012 meeting. The law of
    agency is well-established. “Agency is either actual or ostensible. (Civ. Code, § 2298.)
    An actual agency exists when one person is employed to represent another (Civ. Code,
    § 2299), while an ostensible agency exists when the principal causes a third person to
    believe another, not employed by him, is his agent. (Civ. Code, § 2300.)” (Vallely
    Investments, LP v. BancAmerica Commercial Corp. (2001) 
    88 Cal. App. 4th 816
    , 826.)
    Here, while plaintiffs insist, Blum, a director on Current’s Board and minority
    investor through his company, Blum Capital, had actual authority to bind Current (Civ.
    Code, § 2299), Current Media LLC’s Operating Agreement states otherwise.
    Specifically, the Operating Agreement provides in relevant part: “No Director . . . shall
    have any authority to bind the Company to any third party with respect to any matter
    except pursuant to a resolution expressly authorizing such action, which resolution is
    duly adopted by the Board of Directors.” Further, with respect to Blum Capital, which,
    as a minority investor, is considered a “Member” of Current Media LLC, the Operating
    Agreement provides in relevant part: “Members shall have no power to transact any
    business in the Company’s name nor have the power to sign documents for or otherwise
    bind the Company.”6 Consistent with these provisions, Blum testified to his
    6
    As Current points out, Current Media, LLC and Current Television LLC were
    organized under Delaware law as “manager-managed” LLCs, meaning the investors,
    called “Members,” delegated corporate management entirely to the Board of Directors,
    acting as a whole (generally requiring agreement of a majority of directors). (Del. Code
    tit. 6, § 18-402; Cal. Corp. Code, § 17704.07.) The Operating Agreement provides: “Any
    power not reserved to the Members or delegated to the officers of the Company shall
    remain with the Board of Directors.” Under Delaware law, an LLC’s operating
    agreement controls with respect to whether, or to what extent, its members or directors
    have authority to legally bind the company. (Del. Code tit. 6, § 18-402; accord Cal.
    Corp. Code, § 17703.01, subd. (b)(1) [where limited liability company is manager-
    11
    understanding that, under the corporate rules, he lacked authority both as an individual,
    and as a Member through Blum Capital, to transact business in Current’s name or to
    otherwise legally bind the company. Thus, even assuming plaintiffs are correct that
    Blum was quite influential in corporate decision-making, the undisputed fact remains that
    he lacked actual authority to enter into any binding contract on Current’s behalf.
    Plaintiffs nonetheless try to create a triable issue with respect to ostensible agency
    by focusing on Blum’s conduct at the July 2012 meeting, as well as at a later meeting,
    during which Blum expressed his personal opinion that Terenzio deserved compensation
    from Current, and during which he did not “disclaim his authority.” According to
    plaintiffs, Blum “reeked of authority” during these instances, quoting Donahue v. Ziv
    Television Programs, Inc. (1966) 
    245 Cal. App. 2d 593
    , 608 [Donahue].7 However, “
    ‘agency cannot be created by the conduct of the agent alone; rather, conduct by the
    principal is essential to create the agency. Agency “can be established either by
    agreement between the agent and the principal, that is, a true agency [citation], or it can
    be founded on ostensible authority, that is, some intentional conduct or neglect on the
    part of the alleged principal creating a belief in the minds of third persons that an agency
    exists, and a reasonable reliance thereon by such third persons.” [Citation]; see Civ.
    Code, §§ 2298, 2300.) ‘ “ ‘The principal must in some manner indicate that the agent is
    to act for him [or her], and the agent must act or agree to act on his [or her] behalf and
    subject to his [or her] control.’ . . .” [Citations.] Thus, the “formation of an agency
    managed, “[n]o member acting solely in the capacity of a member is an agent of the
    limited liability company nor can any member bind or execute any instrument on behalf
    of the limited liability company”].)
    7
    In 
    Donahue, supra
    , 245 Cal.App.2d at p. 608, the court rejected the defense
    argument that the corporate vice president lacked authority to contract with plaintiff for
    his television show idea, and that only the president could ultimately have made the deal,
    where plaintiff disclosed his idea “under circumstances which reek of authority.” These
    circumstances included the fact that a series of meetings was held between the plaintiff
    and representatives of the defendant corporation, the first of which was arranged by an
    agent, and that there were many instances during these meetings where compensation
    was discussed, circumstances absent in our case. (Id. at p. 609.)
    12
    relationship is a bilateral matter. Words or conduct by both principal and agent are
    necessary to create the relationship . . . .” [Citation.]’ ” (Goldman v. Sunbridge
    Healthcare, LLC (2013) 
    220 Cal. App. 4th 1160
    , 1173 (Goldman), quoting Flores v.
    Evergreen at San Diego, LLC (2007) 
    148 Cal. App. 4th 581
    , 587-588 (Flores).)
    In this case, there is no evidence of any conduct on the part of Gore or anyone else
    at Current that would indicate Current authorized Blum to meet with Terenzio, much less
    to accept and pay compensation for his idea on Current’s behalf. Nor is there any
    evidence Current later ratified Blum’s alleged implied agreement to pay Terenzio
    compensation for his idea. Indeed, plaintiffs admit that Terenzio knew Blum was not
    “operationally in charge of the company,” and that he understood that, unless Gore
    agreed to his idea, “it wouldn’t happen.” And while plaintiffs suggest otherwise, the
    mere fact that Blum later discussed the idea briefly with Gore (who may have then
    discussed it in passing with Hyatt) provide no basis to infer Current impliedly agreed to
    pay Terenzio for his idea. Undisputedly, neither Gore nor Hyatt ever met or spoke with
    Terenzio or saw his Power Point presentation, much less acted in a way that would
    demonstrate to Terenzio their willingness to compensate him for any idea expressed in
    his presentation. Given this record, we agree with the trial court there is no triable issue
    of fact regarding whether Blum had actual or ostensible authority to contract on Current’s
    behalf. (van’t Rood v. County of Santa Clara (2003) 
    113 Cal. App. 4th 549
    , 573
    [“[p]ersons dealing with an assumed agent are bound at their peril to ascertain the extent
    of the agent’s authority”].)8
    8
    We reject plaintiffs’ argument that it is “not necessary” for the formation of an
    implied agreement for the person receiving the idea to have had “prior authority to
    contract.” This argument misses the point. As we have just explained, authority is
    derived from the conduct of the principal, not the agent and, in this case, there is simply
    no evidence of any conduct on the part of Current or its representatives from which to
    find it conferred authority on Blum, whether before or after the meeting where the
    agreement was allegedly made. (Cf. 
    Desny, supra
    , 46 Cal.2d at p. 745 [“If the secretary
    had authority to receive and transmit messages to her employer ─ such as messages
    offering to sell a story embodying a writer’s idea for a photoplay ─ and to take down in
    shorthand for transmission to her employer the script of a synopsis, she also necessarily
    13
    In concluding no agency relationship existed between Blum and Current, we
    likewise reject plaintiffs’ alternative argument that Current should be estopped from
    challenging Blum’s authority because Current never expressly disclaimed his authority to
    deal on its behalf. Under California agency law, Current’s silence provides no basis for
    finding an agency relationship. (See 
    Goldman, supra
    , 220 Cal.App.4th at p. 1172
    [“[principal/husband] did not need to object [to wife’s signing of documents admitting
    him to skilled nursing facilities] in order to preserve his right to make his own health care
    decisions”].)9 “While no talismanic language is necessary for a principal to confer
    authority to an agent, some expression of the delegation is necessary.” (
    Goldman, supra
    ,
    220 Cal.App.4th at p. 1173. Accord van’t Rood v. County of Santa 
    Clara, supra
    , 113
    Cal. App. 4th at p. 572 [“a person does not become the agent of another simply by
    offering help or making a suggestion”].) Given the complete lack of evidence that
    Current – by words or actions – offered “some expression of the delegation” of authority
    to Blum to act on its behalf with respect to Terenzio’s idea, the trial court correctly
    granted summary judgment on this ground.
    Finally, these same basic principles dispose of plaintiffs’ argument that Blum
    “underscored and ratified his apparent authority by confirming that he would propose
    Plaintiffs’ ideas to Current’s founder and decision maker, Gore, which Blum in fact did.”
    As explained above, agency ratification must come from some affirmative conduct by the
    principal, not the agent. (
    Goldman, supra
    , 220 Cal.App.4th at pp. 1172-1173; see also
    Civ. Code, § 2310 [a principal may ratify an agency “by accepting or retaining the benefit
    of the act, with notice thereof”].)
    had authority to receive and transmit the conditions and terms of the offer. Her
    knowledge of those terms and conditions is the knowledge of her employers”].)
    9
    In Flores, the reviewing court affirmed a trial court finding that the husband
    lacked authority to enter agreements to arbitrate disputes with two nursing care facilities
    on behalf of his wife based upon the absence of any evidence the wife had conferred such
    authority on him. The court also rejected the nursing-facility defendants argument that
    the wife’s subsequent signing of a power of attorney established her ratification of her
    husband’s agreements on her behalf to arbitrate. 
    (Flores, supra
    , 148 Cal.App.4th at
    pp. 587-589.)
    14
    B.   No Triable Issue Exists as to a Reasonable Expectation of Compensation.
    In any event, even assuming for the sake of argument that Blum could be deemed
    an agent of Current, plaintiffs’ contract theory fails for yet another reason: There is no
    evidence Blum and Terenzio agreed, expressly or impliedly, that Terenzio would receive
    compensation for his submission of the Al Jazeera-Current sale idea. To the contrary,
    Nanula testified that he told Blum that Terenzio was an experienced television producer
    with interesting research and ideas about Al Jazeera “which might be a fit for Current and
    which Mr. Blum should hear.” While Blum agreed to this suggestion and asked Nanula
    to have Terenzio contact him, neither Blum nor Nanula expressed any indication that
    Terenzio would be compensated for discussing his research or ideas. In fact, when asked
    about the July 2012 meeting during his deposition, Blum expressly denied saying or
    doing anything that “in your mind . . . would lead Mr. Terenzio to believe that you were
    empowered to enter into a contract on behalf of Current without consultation with
    anybody else.”
    Terenzio nonetheless points to the fact that, after the Al Jazeera-Current sale was
    consummated, Blum told Terenzio he believed Terenzio was entitled to a “finder’s fee”
    for sharing his idea at the July 2012 meeting. However, the fact that Blum expressed his
    personal view that Terenzio deserved payment many months after he agreed to hear
    Terenzio’s idea does not prove the existence of a triable issue with respect to whether
    Terenzio submitted the idea with the reasonable expectation of being paid for it, which is
    what the law required. (
    Desny, supra
    , 46 Cal.2d at p. 739; 
    Spinner, supra
    , 215
    Cal.App.4th at p. 184.)
    At the same time, also lacking is any evidence that Terenzio said or did anything
    that would reasonably indicate he expected compensation for presenting his research or
    ideas to Blum. Under California law, “[b]ased on the clear holding of Desny an
    obligation to pay [cannot] be inferred from the mere fact of submission on a theory that
    everyone knows that the idea man expects to be paid.” 
    (Faris, supra
    , 97 Cal.App.3d at
    p. 319.) Thus, here, aside from Terenzio’s own subjective belief that he deserved to be
    paid by Current for his idea, there is no evidence to establish what the law requires – to
    15
    wit, a reasonable expectation of compensation. (Cf. 
    Donahue, supra
    , 245 Cal.App.2d at
    p. 606 [concluding the “many instances where compensation was discussed [between the
    idea recipient and plaintiff] are strong evidence that [the recipient] realized all along that
    plaintiffs expected to be paid for their idea”].)10
    Finally, given our conclusion that summary judgment was properly granted to
    Current based upon the lack any triable issues regarding Blum’s authority to bind Current
    in an implied agreement and regarding Terenzio’s reasonable expectation of receiving
    compensation from Current (whether as a consultant, a finder, or something else), we
    need not address plaintiffs’ alternative arguments that the trial court erred in finding no
    triable issue regarding Current’s use of his idea and in finding that “plaintiffs had to
    adduce facts sufficient to support the existence of a Finder’s agreement.” Under well-
    established law, we will affirm a summary judgment if it is correct on any ground, “as we
    10
    The parties dispute whether Desny’s recognition of an implied contract based upon
    the submission of a creative idea extends beyond the entertainment industry. According
    to plaintiffs, Desny has been, and should be, applied outside the “Hollywood” context,
    citing Gunther-Wahl Productions, Inc. v. Mattel Inc. (2002) 
    104 Cal. App. 4th 27
    , 29
    (Gunther-Wahl), a case involving submission of ideas for an animated television series
    and related toy lines to a toy company executive described as “the gatekeeper or person
    to contact at Mattel.” In Gunther-Wahl, similar to here, there was no discussion of
    compensation at the meeting during which the ideas were presented and the
    presenter admitted he never told defendant in words or substance that he must be paid if
    his ideas were used. However, unlike here, the plaintiffs presented testimony from an
    expert in the area of customs and practices of the children’s entertainment licensing
    industry that “it would not be legitimate for the toy company to use information obtained
    in the pitch to influence or develop its own toys ‘if it’s a copy of the toy you brought in.’
    ” This expert, an attorney, further testified “there’s an ethical question about
    misappropriating someone else’s property, rejecting it and then damaging the property of
    the seller that brought it to you.’ According to [the expert], if the materials were used
    without any negotiations, it would be fair to assume the normal standard industry rate of
    8 percent.” (104 Cal.App.4th at p. 30 & fn. 4; accord Montz v. Pilgrim Films &
    Television, Inc. (9th Cir. 2011) 
    649 F.3d 975
    , 978-979 [noting that, in the film and
    television industries, writers “looking for someone to turn the written work into an
    entertainment production . . . often pitch scripts or concepts to producers with the
    understanding that the writer will be paid if the material is used”].) In our case, to the
    contrary, plaintiffs have offered no such evidence of an industry-wide practice of
    compensating those who present ideas relating to corporate mergers or acquisitions.
    16
    review the judgment, not its rationale.” (Overstock.com, Inc. v. Goldman Sachs & Co.
    (2014) 
    231 Cal. App. 4th 513
    , 528-529, fn. 10].)
    II.    The Remaining Issues On Appeal Are Moot.
    Our holdings from above also dispose of several other contentions raised by
    plaintiffs on appeal. For example, plaintiffs contend the trial court failed to rule on their
    cause of action for quantum meruit. However, like implied contract, quantum meruit
    requires evidence of a plaintiff’s reasonable expectation of receiving compensation for a
    service rendered. (Huskinson & Brown v. Wolf (2004) 
    32 Cal. 4th 453
    , 458 [“[t]o recover
    in quantum meruit, a party need not prove the existence of a contract [citations], but it
    must show the circumstances were such that ‘the services were rendered under some
    understanding or expectation of both parties that compensation therefor was to be
    made’ ”].) Thus, because we find no triable issue with respect to Terenzio’s reasonable
    expectation of compensation, there is basis for plaintiffs’ recovery under the theory of
    quantum meruit.
    Similarly, with respect to plaintiffs’ contention the trial court should have granted
    their motion to compel and continued the summary judgment hearing to permit them to
    discover putative facts regarding Current’s use of Terenzio’s idea, we need not reach this
    issue given the lack of any triable issue regarding his reasonable expectation of
    compensation. Simply put, whether or not Current ultimately used Terenzio’s idea, he is
    not entitled to be paid for submitting it to Current. (See 
    Donahue, supra
    , 245 Cal.App.2d
    at p. 606 [“If the discloser of the idea must rely on circumstances to prove a promise, the
    mere fact ‘that the idea has been conveyed, is valuable, and has been used for profit,’ is
    insufficient”], quoting 
    Desny, supra
    , 46 Cal.2d at p. 739.) Accordingly, no further
    discovery on this issue would help plaintiffs achieve a more favorable result.
    17
    DISPOSITION
    The judgment is affirmed. Costs on appeal are awarded to Current.
    _________________________
    Jenkins, J.
    We concur:
    _________________________
    Pollak, Acting P. J.
    _________________________
    Siggins, J.
    18