Frog Creek Partners v. Brown
Filed 7/12/06 Frog Creek Partners v. Brown CA1/5
NOT TO BE PUBLISHED IN OFFICIAL REPORTS
California Rules of Court, rule 977(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 977(b). This opinion has not been certified for publication or ordered published for purposes of rule 977.
IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
FIRST APPELLATE DISTRICT
DIVISION FIVE
| FROG CREEK PARTNERS, LLC, Plaintiff and Respondent, v. VANCE BROWN, INC., Defendant and Appellant. |
A111059
(San Mateo County Super. Ct. No. CIV 445004)
|
Appellant Vance Brown, Inc., appeals from an order of the trial court, denying appellant's motion to compel arbitration of a lawsuit brought by respondent Frog Creek Partners, LLC. We affirm.
I. FACTS AND PROCEDURAL HISTORY
This appeal arises out of the construction of a $13 million dollar residential complex on Bridle Lane in Woodside. This complex is intended to be a home for Jeffrey Drazan, the managing director of a venture capital firm, Sierra Ventures. Drazan formed his own limited liability company, respondent Frog Creek Partners, LLC (Frog Creek) to manage the construction project.
Frog Creek selected appellant Vance Brown, Inc. (Brown), to build the project. Brown began work on the project on September 18, 2002.[1] On September 20th, Brown presented Frog Creek with a first draft of a contract. This draft included a dispute resolution provision requiring mediation of all disputes followed, if necessary, by arbitration of all disputes involving $50,000 or less. On September 24th, counsel for Frog Creek responded with a five-page letter suggesting various changes to the contract, including elimination of the $50,000 cap on disputes subject to arbitration. The suggested change to the dispute resolution provision was made in the final draft of the contract.
Thereafter, the parties signed separate copies of the final draft contract, as was permitted by the contract. However, the copy signed by Frog Creek contained several handwritten amendments to the contract language. The copy signed by Brown did not contain these amendments. The parties presented no single contract containing signatures of representatives of both parties, nor have they presented separate but identical signed versions of the contract. They appear to agree that no such documents exist. Additionally, there is no dispute that the handwritten changes on the Frog Creek copy of the contract were unrelated to the dispute resolution provision.[2]
Per the document, the guaranteed maximum cost (GMC) was $10,536,901, â€
