## Facts

- The City of Anaheim and Disney Baseball Enterprises, Inc. entered a revised lease for Angel Stadium in connection with Disney’s 1996 purchase of the baseball team.
- The lease required the team name “to include the name ‘Anaheim’ therein.”
- The lease also contained (i) an integration clause and (ii) provisions preserving the club’s discretion over marketing, licensing, sales, pricing, and operating policies.
- Disney renamed the team the “Anaheim Angels.”
- In 2003, Angels Baseball, L.P. (ABLP) acquired the team.
- In 2005, ABLP renamed the team the “Los Angeles Angels of Anaheim” and reduced the prominence of “Anaheim” in certain branding and merchandise.
- Anaheim sued for (i) breach of the express team-name provision and (ii) breach of the implied covenant of good faith and fair dealing.
- A jury returned a defense verdict for ABLP; the trial court entered judgment for ABLP but denied ABLP’s motion for contractual attorney’s fees.
- Anaheim appealed, asserting evidentiary and instructional error; ABLP cross-appealed the denial of attorney’s fees.

## Issues

1. Whether the trial court committed reversible error through evidentiary rulings and jury-instruction decisions, including allowing testimony about an executive’s unexpressed intent, excluding the city’s counsel’s testimony, and admitting disputed lay/expert testimony.
2. Whether ABLP, as prevailing party, was entitled to attorney’s fees under the lease, and whether judicial estoppel barred Anaheim from denying fee entitlement after taking the opposite position earlier in the case.

## Decision

- The Court of Appeal affirmed the judgment for ABLP on Anaheim’s contract and implied-covenant claims.
- The court held Anaheim did not carry its burden to show prejudicial error from the challenged evidentiary rulings or jury instructions.
- The court concluded the team name “Los Angeles Angels of Anaheim” satisfied the lease requirement to “include” Anaheim and that the implied covenant could not be used to impose extra branding or marketing obligations not found in the lease text.
- On cross-appeal, the court reversed the order denying attorney’s fees to ABLP and remanded for a fee award.
- The court applied judicial estoppel to prevent Anaheim from disputing contractual fee entitlement after Anaheim had earlier successfully argued the lease authorized attorney’s fees.

## Legal Principles

- A judgment will not be reversed for alleged instructional or evidentiary error absent an affirmative showing of prejudice.
- Standard contract-interpretation instructions are sufficient if, considered as a whole, they correctly state the law; a party is not entitled to instructions in its preferred phrasing.
- An integrated written agreement limits reliance on prior or contemporaneous understandings to vary or add to the contract’s terms.
- The implied covenant of good faith and fair dealing cannot create duties inconsistent with, or beyond, the contract’s express terms, particularly where the contract grants discretion over the complained-of conduct.
- Judicial estoppel may bar a litigant from asserting a position clearly inconsistent with one successfully maintained earlier in the same litigation, to protect the integrity of the judicial process.

## Conclusion

The court upheld a defense verdict that the lease’s naming clause was satisfied because the official team name included “Anaheim,” and it rejected efforts to use extrinsic intent or the implied covenant to require more Anaheim-centered branding than the lease specified. It also held Anaheim was judicially estopped from denying the lease authorized attorney’s fees, requiring a remand to award fees to ABLP as the prevailing party.


City of Anaheim v. Angels Baseball, L.P., No. G037202, 2008 WL 5274631 (Cal. Ct. App. Dec. 19, 2008)