LECG, LLC, a California limited liability company v. Sanjay Unni, an individual

NOT FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
LECG, LLC, a California limited liability
company,
Plaintiff - Appellee,
v.
SANJAY UNNI, an individual,
Defendant - Appellant.
No. 14-16148
D.C. No. 3:13-cv-00639-EMC
MEMORANDUM*
Appeal from the United States District Court
for the Northern District of California
Edward M. Chen, District Judge, Presiding
Argued and Submitted June 15, 2016
San Francisco, California
Before: WALLACE, SCHROEDER, and OWENS, Circuit Judges.
Sanjay Unni (“Unni”) appeals from the district court’s summary judgment in favor
of his former employer, LECG, LLC (“LECG”), in LECG’s diversity action to recover
the outstanding balance of advance bonuses paid to Unni. Unni had promised to repay
FILED
JUN 27 2016
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.

-- 1 of 2 --

the advances over the course of five years from annual bonuses the parties contemplated
he would receive.
Unni’s impossibility defense lacks merit because the Director Agreement,
executed by the parties, contained three express provisions contradicting his assertion that
LECG promised to employ him for five years and provide him with annual bonuses. A
party is bound by the language of the contract rather than an assumption the party may
have had at the time the contract is entered into unless that assumption was “a basic
assumption on which the contract was made.” See Cazares v. Saenz, 256 Cal. Rptr. 209,
212 n.7 (Cal. Ct. App. 1989); Restatement (Second) of Contracts § 262.
The Director Agreement provides that: (1) Unni was an at-will employee and
could be terminated at any time, with or without cause; (2) Unni was to repay the balance
of each advance not fully offset; and (3) annual performance bonuses were not
guaranteed. The provisions are unambiguous and consistent with the rest of the
agreement. LECG made no promise to employ Unni for five years or to pay him annual
bonuses. Thus, LECG is not estopped from relying on the terms of the agreement, see
Ware Supply Co. v. Sacramento Sav. & Loan Ass’n, 54 Cal. Rptr. 674, 679–80 (Cal. Ct.
App. 1966), and the contract was not illusory, see Asmus v. Pac. Bell, 999 P.2d 71, 79
(Cal. 2000).
AFFIRMED.
2

-- 2 of 2 --