Filed 11/3/21; Certified for Publication 12/1/21 (order attached)

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SIXTH APPELLATE DISTRICT

CSAA INSURANCE EXCHANGE,

Plaintiff and Respondent,

v.

RAED HODROJ,

Defendant and Appellant.

 H046475

 (Santa Cruz County

 Super. Ct. No. 17-CV-00467)

CSAA Insurance Exchange sued Raed Hodroj for breaching an agreement to settle 

his personal injury claim. CSAA moved for summary judgment, arguing that the 

undisputed facts establish both formation of a contract and Hodroj’s breach. The trial 

court granted the motion. Hodroj contends summary judgment was improper because 

there is a triable issue regarding contract formation. For the reasons explained, we reject 

that contention and will affirm the judgment. 

I. BACKGROUND

Hodroj was injured in a car accident. He was a passenger in a Jeep Cherokee 

involved in a single car collision. The driver was insured by CSAA. Hodroj retained an 

attorney to represent him in obtaining compensation for his injuries. 

Hodroj’s attorney wrote to CSAA offering that Hodroj would settle his claim for 

bodily injuries in exchange for payment in the amount of the driver’s insurance policy 

limits, as long as certain conditions were fulfilled. The conditions were that CSAA 

provide a copy of the face page of the relevant insurance policy and a sworn declaration 
2

confirming the policy limits; and deliver a check in the amount of the policy limits within 

21 days of acceptance of the offer. The offer noted CSAA could condition its acceptance 

on Hodroj signing a written release of all bodily injury claims against CSAA’s insured. 

The offer was also conditioned on written acceptance within 21 days. 

Fifteen days later, CSAA sent written acceptance of the offer. It stated, “We 

accept your demand for settlement of this claim. We are tendering our insured’s policy 

limits of $100,000[.]” Enclosed were a sworn declaration attesting to the policy limits, 

and a written release of all claims to be signed by Hodroj. A $100,000 check was sent 

separately, with the proviso that it should not be presented until the release was signed. 

The next day, Hodroj reneged on the settlement. According to a letter from his 

attorney to CSAA, the reason was “the release you required our client to sign introduces 

significant and material new, additional and different terms and conditions” beyond the 

offer of settlement. Among them was that the release required Hodroj to release all his 

claims, including for property damage, whereas the settlement offer contemplated only 

claims for bodily injury. Hodroj later filed a lawsuit against the driver for the injuries he 

sustained in the car accident and for property damage.

In response to Hodroj’s suit against its insured, CSAA filed one of its own—the 

lawsuit underlying this appeal. CSAA sued Hodroj for breach of contract, alleging his

settlement offer and its written acceptance in response created a binding agreement to 

settle the injury claims, which Hodroj breached by suing the driver. Hodroj crosscomplained for declaratory relief confirming no binding contract between him and 

CSAA. 

Both parties moved for summary judgment on their respective causes of action. 

The trial court granted CSAA’s motion and denied Hodroj’s, and entered judgment in 

favor of CSAA. Hodroj filed a notice of appeal referencing a “ ‘[j]udgment after an order 

granting a summary judgment motion,’ ” which CSAA asserts is insufficient to preserve 

Hodroj’s right to appeal the adverse ruling on his cross-complaint. But we must broadly 
3

construe the notice of appeal. (Russell v. Foglio (2008) 160 Cal.App.4th 653, 661 [notice 

of appeal must be liberally construed to protect the right of appeal whenever it is 

“reasonably clear” what appellant is trying to appeal].) We find Hodroj’s notice adequate 

to encompass both summary judgment orders.

II. DISCUSSION

Where a plaintiff produces evidence to establish each element of a cause of action, 

summary judgment is appropriate unless a triable issue is shown regarding any of those 

elements. (Code of Civ. Proc. § 437c, subd. (p)(1).) A triable issue means a reasonable 

trier of fact could find for the nonmoving party on the element. (Powell v. Kleinman 

(2007) 151 Cal.App.4th 112, 122.) Appellate review of a summary judgment ruling is de 

novo. (Canales v. Wells Fargo Bank, N.A. (2018) 23 Cal.App.5th 1262, 1268). We 

review the evidence the parties submitted with their moving papers in the light most 

favorable to the nonmoving party. We then independently determine if the evidence

establishes either that the plaintiff is entitled to judgment as a matter of law, or that there 

is a dispute on a material point that requires a trial to resolve. 

CSAA sued Hodroj for breach of contract. The elements of a breach of contract 

claim are that a contract was formed; that the plaintiff did everything required by the 

contract; that the defendant did not do something required by the contract; and that the 

plaintiff was harmed as a result. (Coles v. Glaser (2016) 2 Cal.App.5th 384, 391.) 

Hodroj contends there is a triable issue regarding the first element, formation. 

The parties do not dispute the facts. What they disagree about is the legal 

significance of the facts, making this matter an appropriate candidate for summary 

judgment, as demonstrated by the parties’ cross-motions. Hodroj contends CSAA’s 

purported acceptance was actually a counteroffer he was free to reject because it included 

a request that he sign a written release containing different terms than were in his

settlement offer. CSAA argues that a binding contract was formed when it accepted

Hodroj’s offer to settle his claim for the insurance policy limits and fulfilled all 
4

conditions stated in the offer, and the written release was simply an effort to reduce the 

terms of the agreement to a formal writing. 

A well-established principle of contract law dictates the result here: when parties 

agree on the material terms of a contract with the intention to later reduce it to a formal 

writing, failure to complete the formal writing does not negate the existence of the initial 

contract. (Harris v. Rudin, Richman & Appel (1999) 74 Cal.App.4th 299, 307; Banner 

Entertainment, Inc. v. Superior Court (1998) 62 Cal.App.4th 348, 358.) If the parties do 

not agree on the content of the formal writing (for example because one party wants to 

include something not agreed on in the first place, as Hodroj says happened here), the 

proposed writing is not a counteroffer; rather, the initial agreement remains binding and a

rejected writing is a nullity. (American Aeronautics Corp. v. Grand Central Aircraft Co.

(1957) 155 Cal.App.2d 69, 82; Khajavi v. Feather River Anesthesia Medical Group

(2000) 84 Cal.App.4th 32, 61.) 

Given that rule, the propriety of the summary judgment here comes down to one 

question: Would a reasonable person looking at the parties’ communications think they

intended to be bound by a settlement agreement that would later be reduced to a more 

formal writing? (See Beard v. Goodrich (2003) 110 Cal.App.4th 1031, 1038 [contract 

formation is governed by objective standards; the test is what the outward manifestations 

of consent would lead a reasonable person to believe].) We conclude the

communications between Hodroj’s lawyer and CSAA reflect a settlement which could be

later memorialized in a formal writing. No reasonable trier of fact would find otherwise. 

Hodroj’s offer communicated that he agreed to settle his personal injury claim for 

the insurance policy limits, provided his offer was accepted within 21 days, and provided 

that CSAA show proof of the policy limits and that there was no other potential insurance 

coverage. The offer expressly anticipated another instrument: “You may further 

condition your acceptance of this offer by requiring that our client execute a Release of 

all Bodily Injury Claims against your insureds and their heirs only, which Release is not 
5

inconsistent with the terms and conditions of this offer.” CSAA’s timely written

response communicated that the offer was accepted. CSAA provided the requested 

documentation and conditionally tendered payment in the amount of the policy limits. 

Like the offer, the acceptance also contemplated a formal release and proposed one for 

Hodroj to sign. 

We are confident that an objective observer would conclude from those 

communications that the parties intended to settle Hodroj’s bodily injury claim for the 

amount of the insurance policy limits ($100,000) and to later memorialize those terms in 

a formal document. That the proposed document contained terms materially different 

from what had been agreed to does not change the binding effect of the initial agreement. 

Hodroj was under no obligation to sign a release that was inconsistent what he agreed to. 

But a proposed writing that does not accurately reflect the terms of an agreement does not 

unwind the entire deal. The contract formed by the parties’ offer, acceptance, and 

consideration is still enforceable. Hodroj breached the contract here by filing suit on the 

bodily injury claims he had agreed to settle. 

The rule that a proposed writing containing terms different than those agreed on 

does not render the initial agreement unenforceable is desirable from a policy 

perspective. “ ‘ “Any other rule would always permit a party who has entered into a 

contract like this, through letters ... to violate it, whenever the understanding was that it 

should be reduced to another written form, by simply suggesting other and additional 

terms and conditions. If this were the rule the contract would never be completed in 

cases where, by changes in the market, or other events occurring subsequent to the 

written negotiations, it became the interest of either party to adopt that course in order to 

escape or evade obligations incurred in the ordinary course of commercial business.” ’ ”

(Stephan v. Maloof (1969) 274 Cal.App.2d 843, 848–849.)

Hodroj also contends that the trial court erred by overruling his objections to 

evidence regarding insurance industry custom and practice. That evidence is unnecessary 
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to our decision so we have not considered it. We therefore need not decide whether it 

was error to admit an expert’s declaration over Hodroj’s objections. 

Given our conclusion that a contract was formed to settle Hodroj’s bodily injury 

claim, the trial court properly granted CSAA’s motion for summary judgment on its 

breach of contract cause of action and properly denied Hodroj’s motion for summary 

judgment on his declaratory relief cause of action. 

III. DISPOSITION

The judgment is affirmed. Costs are awarded to respondent by operation of rule 

8.278, subdivision (a)(1) of the California Rules of Court. 
____________________________________

Grover, J.

WE CONCUR:

____________________________

Greenwood, P. J. 

____________________________

Danner, J. 

H046475 - CSAA Insurance Exchange v. Hodroj
Filed 12/1/21

CERTIFIED FOR PUBLICATION

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SIXTH APPELLATE DISTRICT

CSAA INSURANCE EXCHANGE,

Plaintiff and Respondent,

v.

RAED HODROJ,

Defendant and Appellant.

 H046475

 (Santa Cruz County

 Super. Ct. No. 17-CV-00467)

ORDER GRANTING REQUEST FOR 

PUBLICATION

BY THE COURT:

Pursuant to California Rules of Court, rule 8.1105(b), the request for publication is 

hereby granted. It is ordered that the opinion in this matter filed on November 3, 2021, 

shall be certified for publication.

Dated: _____________________________________

Greenwood, P. J.

_____________________________________

Grover, J.

_____________________________________

Danner, J.
Trial Court: Santa Clara County Superior Court

Superior Court No. 17CV00467

Trial Judge: Hon. Paul P. Burdick

Plaintiff and Respondent CSAA 

INSURANCE EXCHANGE

Richard Wardell Loveland 

Alyssa Dang

 Coddington Hicks & Danforth APC 

Defendant and Appellant RAED HODROJ Stanley Kenneth Jacobs

 Jacobs & Jacobs LLP 

H046475 - CSAA Insurance Exchange v. Hodroj