                                                                            FILED
                            NOT FOR PUBLICATION                              JAN 15 2013

                                                                        MOLLY C. DWYER, CLERK
                     UNITED STATES COURT OF APPEALS                       U .S. C O U R T OF APPE ALS




                            FOR THE NINTH CIRCUIT



LISITSA LAW CORPORATION,                         No. 11-55700

              Plaintiff - Appellant,             D.C. No. 2:09-cv-07282-ODW-
                                                 PLA
  v.

UNITED NATIONAL INSURANCE                        MEMORANDUM *
COMPANY, an unknown business entity,

              Defendant - Appellee.



                    Appeal from the United States District Court
                       for the Central District of California
                     Otis D. Wright, District Judge, Presiding

                            Submitted January 7, 2013 **
                               Pasadena, California

Before: KOZINSKI, Chief Judge, McKEOWN and M. SMITH, Circuit Judges.

       Lisitsa Law Corporation (Lisitsa) appeals the district court’s order granting

summary judgment on behalf of United National Insurance Company (United




        *
             This disposition is not appropriate for publication and is not precedent
except as provided by 9th Cir. R. 36-3.
        **
             The panel unanimously concludes this case is suitable for decision
without oral argument. See Fed. R. App. P. 34(a)(2).
National). Because the parties are familiar with the factual and procedural history

of this case, we repeat only those facts necessary to resolve the issues raised on

appeal. We affirm.

      Lisitsa contends that United National’s January 28 letter was an offer, which

Lisitsa accepted by its own letter of January 30. Accordingly, Lisitsa claims that

United National is contractually obligated to pay Lisitsa for its services defending

the Enciso action. Lisitsa is mistaken.

      In order to form a contract under California law, “the terms proposed in an

offer must be met exactly, precisely, and unequivocally.” Siegel v. Warner Bros.

Entm’t, Inc., 542 F. Supp. 2d 1098, 1137 (C.D. Cal. 2008) (citing Panagotacos v.

Bank of America, 60 Cal. App. 4th 851, 855-56 (Cal. Ct. App. 1998)). “A

qualified acceptance constitutes a rejection terminating the original offer.” Id.

(citing Panagotacos, 60 Cal. App. 4th at 855–56; Glende Motor Co. v. Superior

Court, 159 Cal. App. 3d 389, 396 (Cal. Ct. App. 1984)); see also Cal. Civ. Code §

1585 (“An acceptance must be absolute and unqualified . . . . A qualified

acceptance is a new proposal.”).

      Here, no contract formed because Lisitsa’s purported acceptance was

conditional. For instance, Lisitsa “accepted” the second of United National’s eight

proposals “on the condition that your client and the court enter into a stipulation.”


                                           2
(Emphasis added.) The district court correctly determined that “[t]hese conditions

and qualifications to [United National’s] offer do not evidence unqualified

acceptance.” United National’s payments to Lisitsa while the bad faith action was

pending do not alter this conclusion. Because United National’s offer was never

accepted, no contract was formed on which Lisitsa can recover.

      “The measure of recovery in quantum meruit is the reasonable value of the

services rendered, provided they were of direct benefit to the defendant.” Palmer

v. Gregg, 65 Cal. 2d 657, 660 (Cal. 1967). “The idea that one must be benefitted

by the goods and services bestowed is thus integral to recovery in quantum

meruit.” Day v. Alta Bates Medical Center, 98 Cal. App. 4th 243, 249 (Cal. Ct.

App. 2002) (citing Maglica v. Maglica, 66 Cal. App. 4th 442, 449-50 (Cal. Ct.

App. 1998)).

      The Superior Court found that United National never had a duty to defend or

indemnify the Enciso defendants because the endorsements adding coverage were

fraudulently obtained. Because United National had no duty to defend the Enciso

defendants, Lisitsa’s work on behalf of those defendants conferred no benefit on

United National. Thus, Lisitsa is not entitled to recover in quantum meruit.

                                                          AFFIRMED




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