                                                                            FILED
                           NOT FOR PUBLICATION
                                                                             JUN 27 2016
                    UNITED STATES COURT OF APPEALS                       MOLLY C. DWYER, CLERK
                                                                           U.S. COURT OF APPEALS


                            FOR THE NINTH CIRCUIT


LECG, LLC, a California limited liability        No. 14-16148
company,
                                                 D.C. No. 3:13-cv-00639-EMC
              Plaintiff - Appellee,

 v.                                              MEMORANDUM*

SANJAY UNNI, an individual,

              Defendant - Appellant.


                    Appeal from the United States District Court
                      for the Northern District of California
                    Edward M. Chen, District Judge, Presiding

                        Argued and Submitted June 15, 2016
                             San Francisco, California

Before: WALLACE, SCHROEDER, and OWENS, Circuit Judges.

      Sanjay Unni (“Unni”) appeals from the district court’s summary judgment in favor

of his former employer, LECG, LLC (“LECG”), in LECG’s diversity action to recover

the outstanding balance of advance bonuses paid to Unni. Unni had promised to repay




        *
             This disposition is not appropriate for publication and is not precedent
except as provided by 9th Cir. R. 36-3.
the advances over the course of five years from annual bonuses the parties contemplated

he would receive.

       Unni’s impossibility defense lacks merit because the Director Agreement,

executed by the parties, contained three express provisions contradicting his assertion that

LECG promised to employ him for five years and provide him with annual bonuses. A

party is bound by the language of the contract rather than an assumption the party may

have had at the time the contract is entered into unless that assumption was “a basic

assumption on which the contract was made.” See Cazares v. Saenz, 256 Cal. Rptr. 209,

212 n.7 (Cal. Ct. App. 1989); Restatement (Second) of Contracts § 262.

       The Director Agreement provides that: (1) Unni was an at-will employee and

could be terminated at any time, with or without cause; (2) Unni was to repay the balance

of each advance not fully offset; and (3) annual performance bonuses were not

guaranteed. The provisions are unambiguous and consistent with the rest of the

agreement. LECG made no promise to employ Unni for five years or to pay him annual

bonuses. Thus, LECG is not estopped from relying on the terms of the agreement, see

Ware Supply Co. v. Sacramento Sav. & Loan Ass’n, 54 Cal. Rptr. 674, 679–80 (Cal. Ct.

App. 1966), and the contract was not illusory, see Asmus v. Pac. Bell, 999 P.2d 71, 79

(Cal. 2000).

       AFFIRMED.


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