California Civil Code Section 1624(a)(6) specifically provides that “(a) The following contracts are invalid, unless they, or some note or memorandum thereof, are in writing and subscribed by the party to be charged or by the party’s agent: ... (6) An agreement by a purchaser of real property to pay an indebtedness secured by a mortgage or deed of trust upon the property purchased, unless assumption of the indebtedness by the purchaser is specifically provided for in the conveyance of the property.” Cal. Civ. Code § 1624(a)(6); see also Cal. Civ.Code, § 2922 (“mortgage Case 2:16-cv-09362-SJO-FFM Document 12 Filed 02/02/17 Page 13 of 19 Page ID #:138 L o ck e L o rd L L P 3 0 0 S o u th G ra n d A v en u e, S u it e 2 60 0 L o s A n g el es , C A 9 00 71 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 7

California Civil Code Section 1624(a)(6) specifically provides that “(a) The following contracts are invalid, unless they, or some note or memorandum thereof, are in writing and subscribed by the party to be charged or by the party’s agent: ... (6) An agreement by a purchaser of real property to pay an indebtedness secured by a mortgage or deed of trust upon the property purchased, unless assumption of the indebtedness by the purchaser is specifically provided for in the conveyance of the property.” Cal. Civ. Code § 1624(a)(6); see also Cal. Civ.Code, § 2922 (“mortgage can be created, renewed, or extended, only by writing, executed with the formalities required in the case of a grant of real property”)

Case 1:17-cv-00231-JCC-TCB Document 10 Filed 07/03/17 Page 7 of 12 PageID# 81 8 Under the statute of frauds, no action lies on a contract that is (i) not signed by the party to be charged, and (ii) not to be performed within a year of its making. Cal. Civ. Code § 1624(a)(1); Va. Code § 11-2(8). Here, the DSA is not signed by any of the Sysorex Defendants.

Civ. Code § 1624. Case 5:16-cv-01257-JGB-KK Document 60-1

The Statute of Frauds requires that any contract which cannot be performed within one year must be in writing. See Cal. Civ. Code § 1624(a)(1) (“[a]n agreement that by its terms is not to be performed within a year from the making thereof” must be reduced to writing). The Second Contract is unenforceable under the Statute of Frauds, as it requires Rickard and Ou to refrain from using or disclosing Plaintiff’s Work indefinitely.

A contract for the sale of real property is invalid unless the contract “or some note or memorandum thereof, [is] in writing and subscribed by the party to be charged or by the party’s agent.” Cal. Civ. Code § 1624(a), (a)(3). As explained above, AMG admits in its complaint that AmeriPride never signed the option agreement.

Since an agreement to modify the terms of a loan secured by real property must be in writing, Plaintiffs must produce a copy of the written enforceable contract. See Cal. Civ. Code § 1624(a)(6); Secrest v. Security Nat’l Mortg. Loan Trust 2002-2, 167 Cal.App.4th 544, 555 (2008). Because the agreement is not attached, no written agreement is properly pleaded in haec verba or pleaded by its legal effect.

Contracts subject to the statute of frauds “are Case 2:12-cv-02502-GEB-KJN Document 75 Filed 06/02/15 Page 29 of 42 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 -23- DEFENDANTS’ OPPOSITION TO PLAINTIFFS’ MOTION FOR CLASS CERTIFICATION Case No. 2:12-CV-02502-GEB-KJN invalid, unless they . . . are in writing and subscribed by the party to be charged.” Cal. Civ. Code § 1624(a); see also Khan, 975 F. Supp. 2d at 1137 (quoting same). Thus, it is not enough for borrowers to sign and return a loan-modification agreement to form a contract.

Case 2:14-cv-00328-KJM-KJN Document 5 Filed 02/07/14 Page 11 of 20 - 6 - KYL_SF627660 DEFENDANT JPMORGAN CHASE BANK, N.A.’S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF ITS MOTION TO DISMISS PLAINTIFFS’ FIRST AMENDED COMPLAINT 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 memorialized by a written document signed by the party against whom the contract is being enforced. CAL. CIV. CODE § 1624. Thus, “[a]n agreement to modify a contract that is subject to the statute of frauds is also subject to the statute of frauds and must be in writing.”

Because by its term, the oral agreement cannot be completed within a year, and there was no written memorandum, the statute of fraud renders the oral agreement invalid. Cal. Civ. Code § 1624(a)(1). Abhyanker thus fails to allege any cognizable duty of nondisclosure that Benchmark breached to state a misappropriation claim.