Need Paralegal/Attorney to respond to a brief
Budget: $30 – $250 USD
I am in a bind with some business partners of mine and am in need of legal help. I'm in arbitration and need help writing a response to a final brief. I've been doing this own my own, but the partners came in with an attorney at the last minute. I''m not asking for representation, but help writing the response to the brief which has some case law cited in it which I cannot comprehend. Do you think you or know someone who might can help?
From Text of brief:
I. ARGUMENT
A. ANY AMBIGUITIES OF THE UNDERLYING CONTRACT MUST BE CONSTRUED
AGAINST ITS DRAFTSMAN: THE PETITIONER
Any ambiguities caused by the draftsman of the contract must be resolved against that party
(Narver v. California State Life Ins. Co. (1930), 211 Cal. 176, 180-181; Lagomarsino v. San Jose
etc. Title Ins. Co. (1960), 178 Cal.App.2d 455, 464).
Here, Mr. Hill concedes that he found the underlying template of the Partnership
Agreement from a legal document depository, made some edits of his own, and bought the final
version of the Partnership Agreement (with his edits) using Mr. Pokahrel’s credit card.
Mr. Hill further concedes that the only “edits” Messrs. Omar Espinosa or Utsav Pokahrelr
made to the Partnership Agreement were filling in their names and signatures. Signing a contract
is not drafting a contract.
Mr. Hill being the sole draftsman of the Partnership Agreement, all ambiguities in the
Partnership Agreement must be construed against Mr. Hill.
B. PETITIONER’S BREACH OF CONTRACT CLAIM FAILS BECAUSE PETITIONER
AGREED TO NULLIFY THE CONTRACT
“When a contract is rescinded it is extinguished.... The contract becomes a nullity; it and
each of its terms and provisions cease to be subsisting or enforceable against the other party. . ..
CA(4) (4).”w (12 Cal.Jur.2d, Contracts, § 206.)
If the contract was truly void it created no right or claim whatsoever: “A void contract is
no contract at all; it binds no one and is a mere nullity.” (Guthman v. Moss (1984) 150 Cal.App.3d
501, 507.) "No rights are enforceable under a void contract. " (A-Mark Coin Co. v. General Mills,
Inc. (1983) 148 Cal.App.3d 312, 322; see First Nat. Bk. v. Thompson (1931) 212 Cal. 388, 405-
406 [contract void due to illegality "has no legal existence for any purpose"]; Tiedje v. Aluminum
Taper Milling Co. (1956) 46 Cal. 2d 450, 453-454 [illegal contract "may not serve as the
foundation of any action, either at law or in equity"].)
Here, Mr. Hill brings a breach of contract claim based on the Partnership Agreement to
recover his time allegedly spent on various projects for the Restaurant.
RESPONDENTS’ TRIAL BRIEF AND SUPPORTING DECLARATIONS
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But Mr. Hill also concedes that the Partnership Agreement has been nullified. See Mr.
Hill’s Statement of Claim (demanding a flat fee for supposedly maintaining tax and financial
records for the Restaurant until “complete contract nullification.”)
Thus, Mr. Hill’s breach of contract claim fails because—as conceded by Mr. Hill himself—
the underlying contract has been nullified.
C. PETITIONER’S BREACH OF CONTRACT CLAIM ALSO FAILS UNDER THE
PARTNERSHIP AGREEMENT
Assuming arguendo that the Partnership Agreement has not been nullified, Mr. Hill’s wage
claim is barred by the Partnership Agreement.
1. The Partnership Agreement does not grant Mr. Hill a salary
The Section III (3) of the Partnership Agreement states as follows:
Whether or not any Partner is to receive a salary for services rendered
to the Partnership and the amount of any Partner’s salary will be determined by
vote of the Partners.
The Section II (5) of the Partnership Agreement states as follows:
all decisions concerning the Partnership will be made by majority vote
of the Partners.
From Text of brief:
I. ARGUMENT
A. ANY AMBIGUITIES OF THE UNDERLYING CONTRACT MUST BE CONSTRUED
AGAINST ITS DRAFTSMAN: THE PETITIONER
Any ambiguities caused by the draftsman of the contract must be resolved against that party
(Narver v. California State Life Ins. Co. (1930), 211 Cal. 176, 180-181; Lagomarsino v. San Jose
etc. Title Ins. Co. (1960), 178 Cal.App.2d 455, 464).
Here, Mr. Hill concedes that he found the underlying template of the Partnership
Agreement from a legal document depository, made some edits of his own, and bought the final
version of the Partnership Agreement (with his edits) using Mr. Pokahrel’s credit card.
Mr. Hill further concedes that the only “edits” Messrs. Omar Espinosa or Utsav Pokahrelr
made to the Partnership Agreement were filling in their names and signatures. Signing a contract
is not drafting a contract.
Mr. Hill being the sole draftsman of the Partnership Agreement, all ambiguities in the
Partnership Agreement must be construed against Mr. Hill.
B. PETITIONER’S BREACH OF CONTRACT CLAIM FAILS BECAUSE PETITIONER
AGREED TO NULLIFY THE CONTRACT
“When a contract is rescinded it is extinguished.... The contract becomes a nullity; it and
each of its terms and provisions cease to be subsisting or enforceable against the other party. . ..
CA(4) (4).”w (12 Cal.Jur.2d, Contracts, § 206.)
If the contract was truly void it created no right or claim whatsoever: “A void contract is
no contract at all; it binds no one and is a mere nullity.” (Guthman v. Moss (1984) 150 Cal.App.3d
501, 507.) "No rights are enforceable under a void contract. " (A-Mark Coin Co. v. General Mills,
Inc. (1983) 148 Cal.App.3d 312, 322; see First Nat. Bk. v. Thompson (1931) 212 Cal. 388, 405-
406 [contract void due to illegality "has no legal existence for any purpose"]; Tiedje v. Aluminum
Taper Milling Co. (1956) 46 Cal. 2d 450, 453-454 [illegal contract "may not serve as the
foundation of any action, either at law or in equity"].)
Here, Mr. Hill brings a breach of contract claim based on the Partnership Agreement to
recover his time allegedly spent on various projects for the Restaurant.
RESPONDENTS’ TRIAL BRIEF AND SUPPORTING DECLARATIONS
3
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
But Mr. Hill also concedes that the Partnership Agreement has been nullified. See Mr.
Hill’s Statement of Claim (demanding a flat fee for supposedly maintaining tax and financial
records for the Restaurant until “complete contract nullification.”)
Thus, Mr. Hill’s breach of contract claim fails because—as conceded by Mr. Hill himself—
the underlying contract has been nullified.
C. PETITIONER’S BREACH OF CONTRACT CLAIM ALSO FAILS UNDER THE
PARTNERSHIP AGREEMENT
Assuming arguendo that the Partnership Agreement has not been nullified, Mr. Hill’s wage
claim is barred by the Partnership Agreement.
1. The Partnership Agreement does not grant Mr. Hill a salary
The Section III (3) of the Partnership Agreement states as follows:
Whether or not any Partner is to receive a salary for services rendered
to the Partnership and the amount of any Partner’s salary will be determined by
vote of the Partners.
The Section II (5) of the Partnership Agreement states as follows:
all decisions concerning the Partnership will be made by majority vote
of the Partners.