In September 2007, a federal jury in Los Angeles awarded PSM Holding Corporation (a member of the New York-based Magna Carta Companies) more than $40 million in a case arising from its failed efforts to purchase Business Alliance Insurance Company (BAIC). The transaction to purchase BAIC fell through after two of the five parties to a proposed sale agreement had signed it. PSM claimed that a contract had been formed despite the missing signatures, and that the sellers—National Farm Financial Corporation and its principal, Larry Chao—had breached that agreement by refusing to convey BAIC and complete the transaction. The district court awarded PSM an additional $3 million in attorney fees and entered a judgment against National Farm and Chao.
National Farm retained Horvitz & Levy LLP to appeal from the judgment. On appeal, we argued that the case should never have been given to a jury because the plain terms of the proposed agreement provided that it would not become binding until all parties had signed. The Ninth Circuit accepted that argument, held that no contract had ever been formed, and reversed the entire judgment and the award of attorney fees. The Court held that the proposed agreement’s plain terms specifying when it would become binding trumped extrinsic evidence surrounding the agreement and evidence of the parties’ partial performance under the agreement.
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