HOLDINGS: [1]-Code Civ. Proc., § 1582, invalidated a private investigation firm's memorandum of understanding (MOU) with an owner to locate and recover shares of the owner's stock in exchange for a fee because the MOU was entered into between the date a report was filed under Code Civ. Proc., § 1530, subd. (d), and the date of publication of notice under Code Civ. Proc., § 1531, and even assuming the MOU was entered after the publication of the § 1531 notice, the MOU failed to disclose the nature and value of the property and the name and address of the person or entity in possession of the property; [2]-Section 1582 did not target speech, and because the MOU violated § 1582 and was therefore invalid, it followed that the firm's invitation to enter into the MOU constituted an invitation to enter into an illegal transaction, which was not entitled to First Amendment protection.

 

Outcome

Judgment affirmed.

 

Procedural Posture

Defendant broker appealed the judgment of the Superior Court of the City and County of San Francisco (California), which found in favor of plaintiff assignee, and which denied the broker's motion for a new trial in an action brought to recover sums alleged to be due from the broker to a fish company that was assignor to the assignee.

 

Overview: 

The fish company and the broker entered into an agreement in which the fish company was to deliver certain canned salmon for the pack year 1909, and the broker was to sell the salmon and receive a commission. After the broker and the fish company entered into negotiations for the remaining salmon in that pack year, the broker declined to receive the remaining salmon. The fish company then refused to make any delivery, contending that the contract was cancelled by the negotiations for the remainder of the pack year. When the fish company assigned its rights to the assignee, the assignee brought a breach of contract action against the broker, and the broker filed a counterclaim. Judgment was entered in favor of the assignee, and the broker appealed. The court reversed, holding that the fish company and the broker had entered into a valid initial contract, and it held that the subsequent negotiations between the parties were separate transactions. Because the broker's refusal to accept the remainder of the salmon was not a repudiation of the original contract, the fish company's actions constituted a breach of contract and entitled the broker to recovery.

 

Outcome

The court reversed the judgment in favor of the assignee, and it reversed the order that denied the broker's motion for a new trial.