WILLIAM J. TUMA, DBA Tuma and Associates v. EATON CORPORATION, FDBA Cutler-Hammer, Inc.

NOT FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
WILLIAM J. TUMA,
DBA Tuma and Associates,
Plaintiff - Appellant,
v.
EATON CORPORATION,
FDBA Cutler-Hammer, Inc.,
Defendant - Appellee.
No. 11-57162
D.C. No. 3:08-cv-00792-BTM-CAB
MEMORANDUM*
Appeal from the United States District Court
for the Southern District of California
Barry T. Moskowitz, District Judge, Presiding
Argued and Submitted February 4, 2014
Pasadena, California
Before: SCHROEDER and CLIFTON, Circuit Judges, and TUNHEIM, District
Judge.**
William Tuma appeals the district court’s decision that Eaton Corp. was not
liable to pay him commissions on orders that Watkins Corp. placed after his
FILED
FEB 19 2014
MOLLY C. DWYER, CLERK
U.S. COURT OF APPEALS
* This disposition is not appropriate for publication and is not precedent
except as provided by 9th Cir. R. 36-3.
** The Honorable John R. Tunheim, District Judge for the U.S. District
Court for the District of Minnesota, sitting by designation.

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Manufacturer’s Representative Agreement (“MRA”) was terminated. Under the
principles of California law that apply to employment contracts, we must affirm
the district court’s grant of summary judgment in favor of Eaton.
First, the plain language of the MRA provides that Eaton is not required to
pay Tuma commissions on orders accepted after the tail period, and a thirty-day
tail period is not unconscionable under California law. Am. Software, Inc. v. Ali,
54 Cal. Rptr. 2d 477, 480–81 (Ct. App. 1996). Even if Tuma was the procuring
cause of Watkins’s orders, he cannot claim commissions on this ground, because
the contract did not provide that he would receive commissions on orders placed
after the tail period. See Zinn v. Ex-Cell-O-Corp., 149 P.2d 177, 180–81 (Cal.
1944). Additionally, Tuma cannot establish that Eaton prevented him from
performing under the MRA, because Eaton had a contractual right to terminate it.
Kline v. Johnson, 263 P.2d 494, 496 (Cal. Ct. App. 1953).
Nor did Eaton violate the implied covenant of good faith and fair dealing. In
California, the implied covenant “cannot impose substantive duties or limits on the
contracting parties beyond those incorporated in the specific terms of their
agreement.” Guz v. Bechtel Nat’l, Inc., 8 P.3d 1089, 1110 (Cal. 2000). Eaton had
the right to terminate Tuma in 2007 and did not deprive him of benefits that he had
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already earned. See id. at 1112 n.18; see also Balzer/Wolf Assocs., Inc. v. Parlex
Corp., 753 F.2d 771, 774–75 (9th Cir. 1985).
Finally, Tuma is not entitled to recover damages under California’s
Independent Wholesale Sales Representatives Contractual Relations Act, Cal. Civ.
Code § 1738.10 et seq. The Act allows a sales representative to recover damages if
a wholesaler fails to set out in writing how commissions will be calculated. Id.
§ 1738.13(b)(1). But Eaton terminated Tuma before he became entitled to any
commissions on Watkins’s orders, so Tuma may not recover under the Act even if
the MRA failed to specify how commissions are to be calculated in all
circumstances.
AFFIRMED.
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