Reversing the district court’s second grant of summary judgment, the U.S. Court of Appeals for the Federal Circuit held that genuine issues of material fact concerning the intent of the parties to enter into a contract precluded a grant of summary judgment. Lamle v. Mattel, Inc., Case No. 04-1151 (Fed. Cir., Jan. 7, 2005) (Dyk, J.; Newman, J., dissenting). The Federal Circuit also held than an e-mail outlining contract terms could be a sufficient "writing" to overcome the California Statute of Frauds.
Stewart Lamle holds two patents on a board game he calls Farook. According to the allegations in his complaint, in 1997, he and Mattel agreed to an exclusive license and manufacturing agreement. Lamle and representatives of Mattel discussed the terms of the contract in an exchange of e-mails, but never executed a formal agreement.
When Mattel refused to go forward with the deal, Lamle sued for (among other things) breach of contract, patent infringement and intentional interference with economic relations.
The District Court for the Central District of California granted summary judgment in favor of Mattel, and Lamle appealed. The Federal Circuit vacated and remanded because it could "neither discern the grounds on which the district court granted summary judgment nor be certain that there [were] no genuine disputes of material fact." On remand, the district court again granted summary judgment, but its second opinion failed to impress the Federal Circuit: "[The district court’s] order and judgment listed six grounds for its decision, each being one sentence long, with no citations to any case or to the record, and providing no explanation as to the facts or law upon which it was relying."
Upon de novo review, the Federal Circuit applied California law, under which the question of whether an oral agreement will take effect depends on the intention of the parties, as determined in light of all the facts and circumstances. The Court held that on the facts of this case summary judgment on this issue was inappropriate because a reasonable juror could find that the parties intended to enter into a contract. The Court also held that the name of a Mattel vice president at the end of a confirming e-mail was a sufficient "signed writing" to overcome the California Statute of Frauds. The Court applied California common law in its analysis, but noted that if the e-mail had been sent after January 1, 2000, there would be no question of its sufficiency because the Uniform Electronic Transactions Act, Cal. Civ. Code §1633.7 (2004), now provides that a "record or signature may not be denied legal effect or enforceability solely because it is in electronic form."
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