Barton v. Elexsys Internat., Inc

In Barton v. Elexsys Internat., Inc. (1998) 62 Cal.App.4th 1182, the Court examined the issue of whether oral statements by company representatives operated as a modification or waiver of the terms of written stock option agreements regarding the exercise of the options. The Court concluded that the company president and chief executive officer's promise to take care of key employees who were involuntarily terminated during a financial crisis, without any mention of the stock options, was too vague and uncertain to support a claim that the written options had been modified thereby. (Id. at pp. 1189-1190.) The Court also concluded that a major stockholder's erroneous statement that the plaintiff owned 100,000 shares of stock was too vague to raise a triable issue as to whether the stock option agreements had been orally modified. (Id. at pp. 1190-1191.)