The copy of D059695 is the original for this section. The appellate court did not retry inventorship. It affirmed summary judgment because Gerloni’s own deposition did not raise a triable issue on the contract and fraud counts that survived as individual claims.
The opinion recites a first deposition on 8 September 2006 — just over a month after she signed a declaration describing promises. At deposition she did not recall Dr. Zanetti telling her she would be a director of Transgenics, whether she attended any directors’ meeting, or even whether a directors’ meeting ever happened. What she did recall, as the opinion quotes it, was a more general statement: Zanetti wanted to open a biotech company and she would have a key role in it.
She also testified she lacked knowledge about intellectual property and was thinking Zanetti was taking care of that. She had not seen Transgenics’ entire business plan. She trusted him to protect her interest. She had no idea what it would cost to start a company and thought funds would come from outside investors rather than from her. She understood there would be profit for people involved, but she had no quantification, and she thought Zanetti would cover her interests. The court treated those admissions as going to the heart of her case, not as trivia.
The opinion notes that by the time of Zanetti’s renewed summary- judgment motion in 2010 she had not signed a new declaration under oath explaining the gap between the original declaration and the deposition, or claiming her memory had been restored. Without a recollection of a promise, the court said, she had no prospects for trial.
Documented · certainty
No meeting of the minds
California contract law requires reasonably certain material terms. The appellate court held a jury could not reasonably find that element. The evidence, as recited, did not show a meeting of the minds on the material terms of any agreement, so breach and remedy were not capable of proof. That is a legal holding on this record. It is not a finding about Tehran.
Documented · constructive fraud
The fraud count was not actual fraud
The complaint’s fraud claim, as the opinion describes it, was constructive fraud based on a fiduciary duty Zanetti supposedly owed Gerloni. Even if a fiduciary relationship were arguable — the court called that doubtful — the claim still rested on the same supposed promises. She did not raise a triable issue of material fact on those promises. Summary judgment for Zanetti was affirmed 1 February 2013.