The definition of “a contract is an agreement to do or not do a certain thing.” Civil code §1549. “Oral agreement between parties, which leaves nothing to be done other than to sign the writing and to pay over the initial payment, fully meets the requirements of this section and § 1565, and therefore constitutes a valid and binding contract.” Clarke v. Fiedler (Cal. App. May 16, 1941), 44 Cal. App. 2d 838, 113 P.2d 275.
If the lawsuit is based on an alleged breach of a written contract, the terms must be set out in the body of the complaint, or a copy of the written contract must be attached to the complaint and incorporated by reference. FPI Dev., Inc. v. Nakashima, 231 Cal. App. 3d 367, 383, 282 Cal. Rptr. 508, 517 (1991); Otworth v. Southern Pac. Transp. Co., 166 Cal. App. 3d 452. “In an action founded upon a contract, it cannot be ascertained from the pleading whether the contract is written, is oral, or is implied by conduct.” CCP §430.10(g)
ELEMENTS OF BREACH OF CONTRACT
A plaintiff proving breach of contract may face many pitfalls for an inexperience attorney. The reason is because there are many essential elements and defenses for a breach of contract. The jury instruction is best for proving a breach of contract.
“It is essential to the existence of a contract that there should be:
- Parties capable of contracting;
- Their consent;
- A lawful object; and,
- A sufficient cause or consideration.”
Civil Code §1150
“To prevail on a cause of action for breach of contract, the plaintiff must prove
(1) the contract,
(2) the plaintiff’s performance of the contract or excuse for nonperformance,
(3) the defendant’s breach, and
(4) the resulting damage to the plaintiff.”
(Richman v. Hartley (2014) 224 Cal.App.4th 1182, 1186.
Jury Instruction CACI No. 303.
To recover damages from [name of defendant] for breach of contract, [name of plaintiff] must prove all of the following:
1. That [name of plaintiff] and [name of defendant] entered into a contract;
2. Choose one of these options:
[2. That [name of plaintiff] did all, or substantially all, of the signiﬁcant things that the contract required [him/her/it] to do;]
[2. That [name of plaintiff] was excused from having to [specify things that plaintiff did not do, e.g., obtain a guarantor on the contract];]
3. Choose one of these options:
[3. That [specify occurrence of all conditions required by the contract for [name of defendant]’s performance, e.g., the property was rezoned for residential use];]
[3. That [specify condition(s) that did not occur] [was/were] [waived/ excused];]
4. Choose one of these options:
[4. That [name of defendant] failed to do something that the contract required [him/her/it] to do;]
[4. That [name of defendant] did something that the contract prohibited [him/her/it] from doing;]
5. That [name of plaintiff] was harmed; and
6. That [name of defendant]’s breach of contract was a substantial factor in causing [name of plaintiff]’s harm.
ELEMENT 1: PARTIES CAPABLE OF CONTRACTING
In any contract there must exist parties competent to enter into contract and there must be mutual understanding of what is being done. Rosman v. Cuevas (Cal. App. Dep’t Super. Ct. Dec. 8, 1959), 176 Cal. App. 2d Supp. 867.
Under the general contract law it is of the essence of a contract that there be two contracting parties of separate identity. Yosemite Portland Cement Corp. v. State Board of Equalization (Cal. App. June 2, 1943), 59 Cal. App. 2d 39.
Weakness of Mind – No Contract. A finding that an assignor was weak in mind and body and incapable of transacting business does not destroy a finding of an express trust in the assignee for the benefit of the assignor, as claimed on the ground that an essential element of any contract is “parties capable of contracting.” Chard v. O’Connell (Cal. App. Dec. 16, 1941), 48 Cal. App. 2d 475.
Contract Within Same Entity – No Contract. A contract between a city and one of its departments, awarded the department upon its bid in competition with private contractors for the construction of a public work, was not a contract within this section, though it could be treated as such within the meaning of the Retail Sales Act § 5 (Stats 1933, ch 1020, p 2599), exempting from taxation receipts from sales of personal property used in the performance of a contract on public works prior to the date of the Act. Yosemite Portland Cement Corp. v. State Board of Equalization (Cal. App. June 2, 1943), 59 Cal. App. 2d 39.
No Mental Capacity – No Contract. Where a purported mortgagor was 85 years old and without capacity to understand the contents of business transactions in general, his attempted contract failed. Jacks v. Estee (Cal. July 3, 1903), 139 Cal. 507.
ELEMENT 2: THEIR CONSENT TO ENTER INTO A CONTRACT
One of essential elements of contract is consent of parties to the terms and conditions of the contract. McClintock v. Robinson (Cal. App. Jan. 19, 1937), 18 Cal. App. 2d 577.
There can be no contract unless minds of parties have met and mutually agreed to the terms and conditions of the contract. Sackett v. Starr (Cal. App. Dec. 15, 1949), 95 Cal. App. 2d 128.
No Signature to Written Agreement. Party may be bound by agreement where his signature has been affixed pursuant to due and prior authorization, or has been adopted or ratified, or where he is estopped to deny signature. Volandri v. Hlobil (Cal. App. 1st Dist. May 26, 1959), 170 Cal. App. 2d 656.
Handshake. The parties had not entered into a contract regarding franchises of home intravenous therapy services where claims to the contrary relied on a handshake and a letter of intent; and express provisions of the letter of intent established that, as a matter of law, no contract was made. Under CC §§ 1550 and 1565, parties must communicate their mutual consent to enter into a contract. Rennick v. O.P.T.I.O.N. Care (9th Cir. Cal. Feb. 22, 1996), 77 F.3d 309.
Approval in Principle. An “approval in principle” implies that there is something less than final agreement with the proposition considered; no independently enforceable contract, therefore, was formed between an inventor and his employers by any concessions made by the employers in the course of unsuccessful negotiations regarding payment of royalties to the inventor for manufacture of products allegedly invented by him, or by any action taken under the assumption that complete agreement would be reached in the course of such negotiations, where all that appeared from the directors’ meeting on the inventor’s proposal, as indicated in the minutes, was that “they approved in principle … and that the appropriate agreements should be negotiated … and submitted to the Board for approval.” Grove v. Grove Valve & Regulator Co. (Cal. App. 1st Dist. Feb. 10, 1970), 4 Cal. App. 3d 299.
Memorandum. Writing that is intended by parties to be mere memorandum of intention to negotiate contract and which does not purport to state essentials of proposed agreement is unenforceable. Carter v. Milestone (Cal. App. 2d Dist. May 6, 1959), 170 Cal. App. 2d 189.
Same Entity. It is impossible for legal entity to contract with itself, since contract requires assent of at least two separate independent minds. Luis v. Orcutt Town Water Co. (Cal. App. 2d Dist. June 6, 1962), 204 Cal. App. 2d 433.
ELEMENT 3: LAWFUL CONTRACT OBJECTIVE
General rule that neither party to illegal transaction may recover from the other property or money transferred in course of illegal transaction does not apply to transaction illegal because of violation of statute to protect one of parties to transactions, and in such case the one protected by law, not being in pari delicto, is entitled to relief and may resort to courts to recover. Cain v. Burns (Cal. App. 1st Dist. Mar. 14, 1955), 131 Cal. App. 2d 439.
A question of the invalidity of a contract provision against public policy can be raised at any time, and it is the duty of a reviewing court to raise it. Klein v. Asgrow Seed Co. (Cal. App. 3d Dist. Nov. 2, 1966), 246 Cal. App. 2d 87.
Although there may be some illegal feature connected with transaction involved in suit, yet plaintiff may recover if his cause of action is otherwise legitimate and he can make out his case without calling to his aid any illegality. Sparks v. Richardson (Cal. App. 4th Dist. May 3, 1956), 141 Cal. App. 2d 286.
One exception to the general rule that a court will not enforce an illegal agreement is that if a contract can be performed legally, a court will presume that the parties intended a lawful mode of performance and the presumption can only be overcome by demonstrating that the party seeking to enforce the contract intended an illegal mode of performance; thus, a motion to dismiss an insurer’s breach of contract claim against purchasers of insurance services was denied where the purchasers did not cite a single statute or case providing the elements of an offense making the parties’ contract regarding fee services unlawful even though it resulted in an illegal kick–back to the purchaser; although the agreement had a “scent of illegality,” the court was unwilling to conclude as a matter of law that the agreement could not have been performed legally. Burger v. Kuimelis (N.D. Cal. June 28, 2004), 325 F. Supp. 2d 1026.
Some examples of illegal contract are: Sex. Prostitution. Money laundering. Buy/Sell illegal drugs e.g. cocaine, heroine.
Contract Violates Rules and Statutes – not legal.
Law firm’s conflict of interest, in breach of its duty of loyalty, rendered an engagement agreement with a client illegal and unenforceable on public policy grounds; thus, the firm could not recover fees for work it did for the client after the date when the actual conflict began. Sheppard, Mullin, Richter & Hampton, LLP v. J-M Manufacturing Co., Inc. (Cal. App. 2d Dist. Jan. 29, 2016), 244 Cal. App. 4th 590.
Contract to be performed in Iran involving assembly of computer parts was illegal and unenforceable under CC §§ 1550(3), 1596, 1598, 1667, 1668 because no specific license to engage in such activities had been obtained under 31 C.F.R. § 501.801(b); hence, the contract was in violation of Exec. Order Nos. 12959, 13059; the Iranian Transactions Regulations, 31 C.F.R. pt. 560; 50 USCS § 1705; and 18 USCS § 2332d. Kashani v. Tsann Kuen China Enterprise Co. (Cal. App. 2d Dist. May 11, 2004), 118 Cal. App. 4th 531.
Element 4: Consideration (laymen’s term: something of value must be exchanged)
Where there is no consideration for oral agreement to extend time of payment, such agreement is never enforceable and does not constitute an extension of time. Middlecamp v. Zumwalt (Cal. App. Sept. 24, 1929), 100 Cal. App. 715.
Consideration is essential to existence of valid agreement. Holmes v. Holmes (Cal. App. July 24, 1950), 98 Cal. App. 2d 536.
Consideration is fact or return promise bargained for and given in exchange for promise giving benefit to promisor or imposing detriment on promisee. Peterson Tractor Co. v. State Board of Equalization (Cal. App. 1st Dist. Jan. 31, 1962), 199 Cal. App. 2d 662, 18 Cal. Rptr. 800, 1962 Cal. App. LEXIS 2881.
Past consideration is generally not sufficient to support contract, but recital of such consideration is not conclusive and evidence of true consideration may be admitted. Blonder v. Gentile (Cal. App. 4th Dist. Apr. 8, 1957), 149 Cal. App. 2d 869.
Vague Terms – no consideration. Where a dealer entered into a unilateral agreement with a manufacturer’s representative to “push” sales in his territory at certain rates of discount without an obligation to buy all he needed or a certain amount of goods, his promise to “push” sales was too vague to be a good consideration, and the agreement was unenforceable. Scott v. Cline Electric Mfg. Co. (Cal. App. Feb. 18, 1930), 104 Cal. App. 122.
Indefinite Terms – no consideration. Borrowers who alleged that a mortgage lender had neglected to review their loan modification request failed to state contract claims because no contract was formed under CC §§ 1550 and 1605 absent consideration and definite terms. Banaga v. Taylor Bean Mortg. Co. (N.D. Cal. Oct. 24, 2011), 2011 U.S. Dist. LEXIS 122804.
No Obligation. Agreement that allowed a buyer to purchase real property at a specified price if he decided to do so after pursuing county approvals and permits was an attempt to create an option agreement, not a real estate sales agreement, and it was not enforceable by specific performance pursuant to CC § 1550 and CC § 3391 because it lacked consideration; although the buyer expended some funds in pursuing the approvals, this was not consideration as defined in CC § 1605 and CC § 1606 because the buyer was not required to do anything. Steiner v. Thexton (Cal. App. 3d Dist. May 28, 2008), 163 Cal. App. 4th 359.
Waiving Fraud – no consideration. An agreement waiving fraud inducing an exchange of real property was nudum pactum and unenforceable where there was a failure of consideration therefor, and the agreement itself was fraudulently procured. Holcomb v. Long Beach Inv. Co. (Cal. App. Jan. 28, 1933), 129 Cal. App. 285.
Option Contract. On payment of price named in option within time specified, optionor no longer owns interest in optioned property but is owner only of property received as consideration. Glascock v. Sukumlyn (Cal. App. 2d Dist. Mar. 18, 1955), 131 Cal. App. 2d 587.
ELEMENT 5: PLAINTIFF’S PERFORMANCE OR EXCUSE FOR NON-PERFORMANCE
It is elementary a plaintiff suing for breach of contract must prove it has performed all conditions on its part or that it was excused from performance. Similarly, where defendant’s duty to perform under the contract is conditioned on the happening of some event, the plaintiff must prove the event transpired.” (Consolidated World Investments, Inc., v. Lido Preferred Ltd. (1992) 9 Cal.App.4th 373, 380.
Plaintiff excuse from non-performance of contract.
If the plaintiff was unable to perform because the defendant prevented him from doing so, the plaintiff must demonstrate his excuse for not performing in the complaint. Lortz v. Connell, 273 Cal. App. 2d 286, 290-91, 78 Cal. Rptr. 6.
When a party’s failure to perform a contractual obligation constitutes a material breach of the contract, the other party may be discharged from its duty to perform under the contract. Normally the question of whether a breach of an obligation is a material breach, so as to excuse performance by the other party, is a question of fact. Whether a partial breach of a contract is material depends on ‘the importance or seriousness thereof and the probability of the injured party getting substantial performance.’ ‘A material breach of one aspect of a contract generally constitutes a material breach of the whole contract.” Brown, supra, 192 Cal.App.4th at pp. 277–278.
Excuses for non-performance of contract may include:
Prevention of performance by other parties. 
Waiver of the plaintiff’s performance by the defendant. 
Impossibility or Impracticability. For example, performance can be excused when performance under a contract depends upon the existence of a given thing assumed as the basis of the contract ceases to exist.  Here the defendants could not remove gravel from land in compliance with contract terms by ordinary means, except at a prohibitive cost. Therefore performance was so impracticable that it was impossible.
However, where a party has agreed to perform an act which is not impossible, he is not excused by the difficulty of performance or because he becomes unable to perform. 
The frustration of purpose. Performance is excused when an unanticipated circumstance destroys the value of the performance by making it frustrated.
Anticipatory Repudiation. 
ELEMENT 6: DEFENDANT’S BREACH
The wrongful, i.e., the unjustiﬁed or unexcused, failure to perform a contract is abreach. Where the nonperformance is legally justiﬁed, or excused, there may be a failure of consideration, but not a breach.” (1 Witkin, Summary of California Law (10th ed. 2005) Contracts, § 847, original italics, internal citations omitted.) “Ordinarily, a breach is the result of an intentional act, but negligent performance may also constitute a breach, giving rise to alternative contract or tort actions. (Ibid)
The plaintiff does not need to allege only evidentiary facts. The defendant can show sufficient facts to show that the defendant acted in a specific way that violated the contract.
A defendant cannot be liable for breach of contract until the time specified for performance has arrived. 
If the defendant voluntarily leaves the contract and cannot do what he promised to do in the contract, then he has breached the contract. In this way, he breaches the contract by an implied repudiation since he can no longer perform what he must in the contract. In this case, he is immediately liable for breach even if the time for performance has not yet passed. 
If a defendant fails to perform under all or a portion of a contract but expresses a willingness to perform under the contract, this may still constitute a total breach of contract. Here the plaintiff must believe that performance is either unlikely or would be forthcoming only when it suited the defendant’s convenience. 
The defendant must be obligated to perform according to the specific terms of a contract. The defendant did not breach the contract if he only failed to perform other agreements that are not part of the subject contract. 
Element 7: Plaintiff’s Damage from Defendant’s breach of Contract
Causation of damages in contract cases, as in tort cases, requires that the damages be proximately caused by the defendant’s breach, and that their causal occurrence be at least reasonably certain.’ A proximate cause of loss or damage is something that is a substantial factor in bringing about that loss or damage.” U.S. Ecology, Inc., supra, 129 Cal.App.4th at p. 909.
Any breach, total or partial, which causes a measurable injury, gives the injured party a right to compensatory damages. 
Compensatory Damages 
The measure of damages for breach of contract is the amount which will compensate the plaintiff for all detriment proximately caused by the breach of which, in the ordinary course of things, would be likely to result from the breach.
Damages for breach of contract ordinarily include all amounts necessary to place the plaintiff in the same position as if the breach had not occurred.
Damages must be ascertainable in both nature and origin.
However, the fact that the amount of damage is not susceptible to exact proof or is uncertain, contingent, or difficult to ascertain does not bar recovery.
Future profits can be recovered to the extent they can be estimated with reasonable certainty 
Lost profits are recoverable to the extent they are a natural and direct consequence of the breach. 
- For example, when a franchisee’s failure to make timely royalty payments to the franchisor was not a “natural and direct” consequence of the breach because the franchisor chose to terminate the contract, he then lost entitlement of the future royalty payments.
Rescission and Restitution 
Rescission and restitution are alternative remedies in a breach of contract lawsuit. These remedies can be awarded when:
- there has been repudiation or material breach of a contract,
- transfer of unique goods is involved,
- other remedies are inadequate,
- the subject of the contract still exists and interests of innocent purchasers for value and the defendant’s creditors will not be unjustly affected.
Specific Performance 
Specific performance is granted only when money damages are inadequate.
Real Property 
Specific performance is given in land sale contracts on the assumption that every piece of property is unique and money damages are therefore inadequate.
An injunction (Very Limited Availability) 
Injunctive relief is largely within the discretion of the trial court, considering the inadequacy of damages to the plaintiff, as well as harm to the defendant.
STATUTE OF LIMITATIONS FOR BREACH OF CONTRACT
A statute of limitations is the time for which a person must initiate a lawsuit before the claim is time-barred. Generally, the limitations period is four years for written contracts and two years for oral agreements 
AFFIRMATIVE DEFENSES TO BREACH OF CONTRACT
- Incompetence 
- Payment 
- Accord and Satisfaction 
- Novation 
- Lack of Consideration 
- Please Note: When a contract is written, this defense must be specifically pleaded.
- Failure of Consideration 
- Plaintiff’s Waiver of Breach 
- Prevention of Performance 
- Impossibility of Performance 
- Defendant’s Excuse for Non-Performance 
- Please note: Must be pleaded if not apparent on the face of the contract or from facts alleged in the complaint.
- The frustration of Purpose 
- Capacity 
- Mistake 
- Undue Influence 
- Duress 
- Unclean Hands 
- Fraud 
- Illegality 
- Unconscionability 
- Contract Contrary to Public Policy 
- Modification of Written Contract by Executed Oral Agreement
- Statute of Limitations 
- Statute of Frauds 
 Alderson v. Houston, 154 Cal. 1, 11, 96 P. 884, 888 (1908); Sloan v. Stearns, 137 Cal. App. 2d 289, 295, 290 P.2d 382, 387 (1955); Lortz v. Connell, 273 Cal. App. 2d 286, 290, 78 Cal. Rptr. 6, 9 (1969).
 Aronson v. Frankfurt Ins. Co., 9 Cal. App. 473, 479, 99 P. 537 (1908).
 Mineral Park Land Co. v. Howard, 172 Cal. 289, 291-93, 156 P. 458, 459-60 (1916)
 Klauber v. San Diego Street-Car Co., 95 Cal. 353, 357-58, 30 P. 555, 556 (1892).
 Cutter Lab. Inc. v. Twining, 221 Cal. App. 2d 302, 314-16, 34 Cal. Rptr. 317, 324-25 (1963) (commercial frustration did not apply to contract for the sale of stock where the “cost” of performance increased simply because of the speculative nature of the property involved).
 See Anticipatory Breach, §XI.6:00.
 Wise v. Southern Pac. Co., 223 Cal. App. 2d 50, 62, 35 Cal. Rptr. 652, 658 (1963), disapproved on other grounds, Applied Equip. Corp. v. Litton Saudi Arabia, Ltd., 7 Cal. 4th 503, 510, 28 Cal. Rptr. 2d 475 (1994).
 Taylor v. Johnston, 15 Cal. 3d 130, 137, 123 Cal. Rptr. 641, 645 (1975); Gold Mining & Water Co. v. Swinerton, 23 Cal. 2d 19, 29, 142 P.2d 22 (1943).
 Taylor v. Johnston, 15 Cal. 3d 130, 137, 123 Cal. Rptr. 641, 646 (1975); Poirier v. Gravel, 88 Cal. 79, 83, 25 P. 962, 963 (1891); see also §XI.6:00 (Anticipatory Breach).
 Sackett v. Spindler, 248 Cal. App. 2d 220, 230-31, 56 Cal. Rptr. 435 (1967).
 P&J Artukovich, Inc. v. Simpson, 128 Cal. App. 2d 440, 447-48, 275 P.2d 574, 578 (1954).
 Borgonovo v. Henderson, 182 Cal. App. 2d 220, 231, 6 Cal. Rptr. 236, 243 (1960).
 Cal. Civ. Code §3300
 (Applied Equip. Corp. v. Litton Saudi Arabia, Ltd., 7 Cal. 4th 503, 515, 28 Cal. Rptr. 2d 475 (1994)
 Cal. Civ. Code §3301
 Ely v. Bottini, 179 Cal. App. 2d 287, 295, 3 Cal. Rptr. 756, 761 (1960)
 (Sanchez-Corea v. Bank of America, 38 Cal. 3d 892, 907-08, 215 Cal. Rptr. 679 (1985); Fisher v. Hampton, 44 Cal. App. 3d 741, 747, 118 Cal. Rptr. 811, 814 (1975)
 Brandon & Tibbs v. George Kevorkian Accountancy Corp., 226 Cal. App. 3d 442, 457, 277 Cal. Rptr. 40 (1990)
 Postal Instant Press v. Sealy, 43 Cal. App. 4th 1704, 1709, 51 Cal. Rptr. 2d 365, 368 (1996)
 (Alder v. Drudis, 30 Cal. 2d 372, 383, 182 P.2d 195, 202 (1947)
 (Palo Alto-Menlo Park Yellow Cab Co. v. Santa Clara County Transit Dist., 65 Cal. App. 3d 121, 132-33, 135 Cal. Rptr. 192 (1976); see also Witkin, Summary of California Law, Equity, §21 et seq. (9th ed. 1990)
 Glynn v. Marquette, 152 Cal. App. 3d 277, 280, 199 Cal. Rptr. 306, 308 (1984); Cal. Civ. Code §3387
 (Smith v. Mendonsa, 108 Cal. App. 2d 540, 543-44, 238 P.2d 1039, 1041 (1952)
 Cal. Civ. Proc. Code §337(1)
 Cal. Civ. Proc. Code §339(1).
 (Cal. Civ. Code §40; Hellman Com. Trust & Sav. Bank v. Alden, 206 Cal. 592, 604-05, 275 P. 794 (1929)).
 (Pastene v. Pardini, 135 Cal. 431, 434, 67 P. 681 (1902)).
 (Cal. Civ. Code §§1521-1523; Moving Picture Etc.Union v. Glasgow Theaters, Inc., 6 Cal. App. 3d 395, 402-03, 86 Cal. Rptr. 33 (1970); B. & W. Eng’g Co. v. Beam, 23 Cal. App. 164, 176, 137 P. 624 (1913)).
 (Cal. Civ. Code §§1530-1532; Alexander v. Angel, 37 Cal. 2d 856, 858, 860, 236 P.2d 561 (1951)).
 (Williams v. Kinsey, 74 Cal. App. 2d 583, 603, 169 P.2d 487 (1946)).
 (Bliss v. California Coop Producers, 30 Cal. 2d 240, 248, 181 P.2d 369, 374 (1947); Boswell v. Reid, 199 Cal. App. 2d 705, 713, 19 Cal. Rptr. 29, 34 (1962); see generally §XI.2:00 (Breach of Contract for Failure to Perform or Failure of Consideration)).
 (Leiter v. Eltinge, 246 Cal. App. 2d 306, 317-18, 54 Cal. Rptr. 703 (1966)).
 (Cal. Civ. Code §§1511, 1512; Taylor v. Sapritch, 38 Cal. App. 2d 478, 481, 101 P.2d 539 (1940)).
 (Oosten v. Hay Haulers Dairy Employees & Helpers Union, 45 Cal. 2d 784, 788, 291 P.2d 17 (1955)).
 (Eucalyptus Growers Ass’n v. Orange County Nursery & Land Co., 174 Cal. 330, 335, 163 P. 45 (1917)).
 (Lloyd v. Murphy, 25 Cal. 2d 48, 53-55, 153 P.2d 47 (1944)).
 (Cal. Civ. Code §§1550(1), 1556; In re Estate of Ginsberg, 11 Cal. App. 2d 210, 216-17, 53 P.2d 397 (1936)).
 (Cal. Civ. Code §§1567(5), 1576-1578).
 (Cal. Civ. Code §§1566, 1567(4), 1575; Odorizzi v. Bloomfield Sch. Dist., 246 Cal. App. 2d 123, 54 Cal. Rptr. 533 (1966)).
 (Cal. Civ. Code §§1567(1), 1569; In re Marriage of Baltins, 212 Cal. App. 3d 66, 84-86, 260 Cal. Rptr. 403 (1989)).
 (Fibreboard Paper Prods. Corp. v. East Bay Union of Machinists, 227 Cal. App. 2d 675, 726-29, 39 Cal. Rptr. 64 (1964); see also Cal. Civ. Code §3517).
 (Cal. Civ. Code §§1567(3), 1571-1574; Cummings v. Fire Ins. Exchange, 202 Cal. App. 3d 1407, 1414-15, 249 Cal. Rptr. 568 (1988)).
 (Cal. Civ. Code §1596; Russell v. Soldinger, 59 Cal. App. 3d 633, 641, 131 Cal. Rptr. 145 (1976); Eaton v. Brock, 124 Cal. App. 2d 10, 13, 268 P.2d 58 (1954)).
 (Cal. Civ. Code §1670.5).
 Cal. Civ. Code §1667(2), (3)).
 (Cal. Civ. Code §1698(b) and (c); D. L. Godbey & Sons Constr. Co. v. Deane, 39 Cal. 2d 429, 432, 246 P.2d 946 (1952)).
 (Cal. Civ. Proc. Code §§337(1), 339(1)).
 (Cal. Civ. Code §1624).