Transamerica Equipment Leasing Corp. v. Union Bank, 22286.
| Citation | 426 F.2d 273 |
| Decision Date | 10 April 1970 |
| Docket Number | No. 22286.,22286. |
| Parties | TRANSAMERICA EQUIPMENT LEASING CORPORATION, a Texas corporation, Appellant, v. UNION BANK, a California corporation, Appellee. |
| Court | U.S. Court of Appeals — Ninth Circuit |
Arthur J. Lempert (argued), San Francisco, Cal., for appellant.
Robert A. Holtzman (argued), Alfred I. Rothman, of Loeb & Loeb, Los Angeles, Cal., for appellee.
Before CHAMBERS, POPE* and MERRILL, Circuit Judges.
Pursuant to a contemplated three-party financing agreement, Transamerica sought to obtain a $600,000 loan from Union Bank to enable it to loan money to a corporation which had interests in some oil wells (Ancora Corporation). Transamerica alleges, and the bank denies, that a binding loan agreement was consummated. In this diversity action the district court found for the bank on the grounds that an alleged oral agreement was barred by the statute of frauds and a purported written contract was only an offer because the terms of the alleged contract left essential matters to further negotiation.
The participant in the transactions on Transamerica's side was C. Lee Chipman. Chipman initiated the negotiations with a bank loan officer, Harold P. Smith. Smith engaged one Eugene Fiedorek to conduct an engineering study on the primary and secondary reserves of the Ancora oil wells which were to be the security for the transaction. On September 12 and 13, 1963, Chipman met with appellant's officers to review the proposed documentation and to obtain approval of the loan. At this time the bank informed Chipman that it could not rely on Fiedorek's favorable engineering report because Fiedorek had been an officer of the bank. The bank then retained Schafer Engineering of Texas to prepare a confirming report. During a series of meetings on September 12-13, 1963, Chipman talked to Louis Siegel, senior executive vice president of the bank. Siegel was the only participant who had the authority to approve the loan. The outcome of these meetings between Siegel and Chipman is at the center of this dispute. Siegel testified that he said he would consider making the loan. In contrast, Chipman testified that Siegel agreed to make the loan. Chipman returned to Dallas to await the report by Schafer Engineering. Breakstone, a bank lawyer, testified that he then prepared a loan agreement with conditions and terms that would be negotiated later. The bank mailed the loan agreement to Chipman, who signed it and placed it in his file. Before Chipman communicated his acceptance of the agreement to the bank, Smith advised Chipman by telephone that the bank was unwilling to make the loan because Schafer had not concurred with the Fiedorek report in respect to the evaluation of secondary reserves. After further discussion between the parties, the bank continued in its refusal to make the loan.
Appellant's pleading and presentation of its evidence did not serve to establish whether it was relying on an oral or a written agreement....
To continue reading
Request your trial
-
Weitzel v. Sioux Valley Heart Partners
...in the future on essential terms, then a contract is not established. Werner, 499 N.W.2d at 142 (citing Transamerica Equip. Leasing Corp. v. Union Bank, 426 F.2d 273 (9thCir.1970)). [¶ 24.] In the instant case, the circuit court concluded an enforceable implied employment contract existed. ......
-
Brookhaven Housing Coalition v. Solomon
...will result. Ginsberg Machine Co. v. J. & H. Label Processing Corp., 341 F.2d 825 (2d Cir. 1965); Transamerica Equipment Leasing Corp. v. Union Bank, 426 F.2d 273, 274 (9th Cir. 1970); Willmott v. Giarraputo, 5 N.Y.2d 250, 184 N.Y.S.2d 97, 157 N.E.2d 282 (1959); Ansorge v. Kane, 244 N.Y. 39......
-
Pearson Bros. Co., Inc. v. Pearson, 89-1124.
...provisions held unenforceable."). This approach has been followed in other circuits as well. See, Transamerica Equipment Leasing Corp. v. Union Bank, 426 F.2d 273, 274 (9th Cir.1970) ("An oral or written contract is not established because the parties left essential terms to future negotiat......
-
Jackson v. Grant, 87-2801
...both parties, there is generally no legal obligation created until such an agreement is entered into. Transamerica Equip. Leasing Corp. v. Union Bank, 426 F.2d 273, 274 (9th Cir.1970); Ablett v. Clauson, 43 Cal.2d 280, 272 P.2d 753, 756 (1954); 1 Witkin Summary of California Law, Contracts ......