[T][U] Tycom Corp. v. Bancboston Ventures Inc‪.‬

MEMORANDUM* The parties' Commitment Letter unambiguously obligates appellant Tycom Corporation to pay BancBoston Ventures $250,000 should appellant ""choose for any reason not to proceed with the Financing."" SER at 24. Appellant elected not to consummate the financing agreement because its primary shareholder would not agree to the terms of the deal; this decision clearly falls within the catch-all ""any reason"" provision. The district court therefore properly concluded that appellant owes BancBoston Ventures $250,000 in liquidated damages. This obligation is neither unconscionable nor unreasonable. The agreement was negotiated at arms length by two sophisticated commercial parties; the liquidated damages provision was quite conspicuous and was revised several times before appellant signed the contract. See American Software, Inc. v. Ali, 46 Cal.App.4th 1386, 1391-94 (Cal. Ct. App. 1996). Moreover, liquidated damages clauses are presumptively valid under California law unless the objecting party can prove ""the provision was unreasonable under the circumstances existing at the time the contract was made."" Cal. Civ. Code § 1671. Appellant offers no evidence on this score. BancBoston Ventures spent considerable time trying to complete the transaction, and as a result, gave up opportunities to pursue other profitable investments. The amount agreed upon is a fair measure of this loss. See Lowe v. Massachusetts Mutual Life Ins., 54 Cal.App.3d 718, 728, 127 Cal. Rptr. 23 (Cal. Ct. App. 1976).