Masino v. Yap
Sandra B. Masino appeals from the trial court’s judgment denying her breach of contract claim following a bench trial. Entering a defense judgment in favor of Calvin C. S. Yap and his law firm, Oswald & Yap, (collectively, O&Y or the defendants), the trial court excused them from paying the remainder they owed on the purchase of Masino’s business facilitating penny stock sales after she agreed to settle a Securities and Exchange Commission (SEC) fraud prosecution concerning the business. Masino does not dispute the trial court’s finding she defrauded O&Y by failing to reveal the SEC’s investigation at the time she sold them her business, “144 Opinions, Inc.†(hereafter 144 Opinions).
Instead, she quarrels with the outcome of a potential remedy the trial court fashioned on her behalf before the final judgment. Specifically, the business assets Masino transferred to the defendants included the business’s purported goodwill, certain Internet domain names, and Masino’s consulting services to aid the defendants in running the business. The taint of the SEC fraud charges, which Masino settled by agreeing not to operate in the industry for five years, severely compromised or eliminated any goodwill in 144 Opinions or value in Masino’s consulting services to run the business, but the trial court nevertheless proposed to allow her — although it had rejected her complaint to enforce the contract — to rescind the sale and regain the Internet domain names, provided she returned the first $62,500 installment the defendants had paid her for the business. The trial court expressly determined she was not entitled to the second and final $62,500 installment owed by the defendants and that the defendants had not breached the contract by failing to pay her that sum.
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