Facts

Plaintiff Wallingford Capital LLC dba Wallingford Capital Corporation (WCC) entered into a written contract with defendant Emergency Groups Office Inc. (EGO) to act as a broker in EGO's sale. The agreement was signed in August 2007 by defendant Del Brault, co-CEO of EGO, and provided that WCC would receive a percentage of the purchase price after a "successfully completed transaction." A contingency to the agreement was that EGO's largest billing client would commit to a long-term contract to remain with EGO.

EGO is an emergency medical billing business founded in 1990 by Del Brault and his wife, Jane Brault. Together, they held 51 percent of equity in EGO, in "common" stock, which carried voting privileges, and became officers and board members. Their daughter Dr. Andrea Brault was the president and chief operating officer. She held no stock but exercised her option for 5 percent of the common stock in EGO, only if EGO was sold, and was the third of three persons with a vote in the affairs of EGO. Preferred stock shareholders, who did not have voting rights, comprised of 44 percent of EGO's equity. An oral agreement between the Brault shareholders and the preferred shareholders provided that the Braults could not sell their shares in EGO without also selling the preferred shares. Prior attempts to buy out the preferred shareholders had failed because the preferred shareholders refused to accept anything but cash.

WCC presented four prospective buyers each of which were rejected by EGO. The prospective buyers included MCI/EPBS, which made three written offers culminating in an offer of $38,330,000 in a combination of cash and a promissory note. EGO rejected the offer, as it could not get the full agreement of all shareholders and MCI would not guarantee that the employees of EGO would enjoy compensation comparable to their extant earnings and would not have to be relocated.

WCC filed suit on June 17, 2008 for breach of contract, breach of the implied covenant of good faith and fair dealing, and intentional interference with contractual relations (only against defendant Del Brault).

PLAINTIFF'S CONTENTIONS:
WCC contended that although a sale had not been completed, it was still entitled to its commission as it had produced a ready, willing, and able buyer per the terms of the contract with EGO. Del Brault intentionally interfered in the contract between WCC and EGO by voting, and influencing the other voting members to reject the last MCI offer and take EGO off the market, entitling plaintiff, under California case authority, to its commission per the terms of the fee agreement.

DEFENDANTS' CONTENTIONS:
The defendants countered that a commission was not owed until a sale had been successfully completed. It was a stipulated fact at trial that there never was a successfully completed transaction per the fee agreement. Without a sale, there would be no commission per the written contract with WCC. The contingencies of buying out the preferred shareholders and the plurality billing client committing to a long term contract were communicated to WCC, and made the buyout transaction difficult. As pertaining to the intentional interference with contract claim, Del Brault, as the 25.5 percent shareholder in the 51 percent shareholding bloc he held with Jane Brault, could not have interfered in essentially his own contract.

Settlement Discussions

WCC demanded $1,415,000, which was reduced to $485,000. EGO made a C.C.P. section 998 offer of settlement in the amount of $80,000, which was increased to $200,000 during trial.

Damages

WCC sought $1,286,500 in economic damages, prejudgment interest, and an unspecified amount in punitive damages.

Result

The court granted defendants' motion for nonsuit as to all three causes of action.

Length

six days