This section contains the nature of the case and procedural background.

Locke (P) became romantically and financially involved with Clint Eastwood. In 1988, that relationship deteriorated, and eventually, the relationship was terminated. P then sued Eastwood alleging numerous causes of action. That action was resolved in 1990 by a settlement and mutual release. Eastwood agreed to pay P $450,000 and to convey certain property to her. Furthermore, P contends that Eastwood secured a development deal for P with Warner (D) in exchange for P's dropping of the case. Just by coincidence, P signed a development deal with D contemporaneously with the P/Eastwood settlement. The P-D deal called for P to get $250,000 per year for three years for a non-exclusive first look deal wherein D got to see work product from P before any other studio could see it. The second part of the contract called for a pay or play deal for $750,000 for D's directing services. Unknown to P at the time, Eastwood had agreed to reimburse D for the cost of the contract if P did not succeed in getting projects developed or produced. Early in the second year of the three-year contract, D charged $975,000 to an Eastwood film. D paid P the guaranteed compensation under the agreement ($1.5 million). P was provided with an office on the studio lot and an admin. assistant. D did not develop any of P's projects or hire her or direct any of her films. D contends the agreement was a sham and that D never had any intention of making films with her and that D's sole motivation was to assist Eastwood in settling his litigation. P sued D for sex discrimination and tortious breach of the implied covenant of good faith and fair dealing in violation of public policy and breach of contract and fraud. D denied the allegations and moved for summary judgment in that D did consider all her projects and the decision not to develop was not a breach of the contract. P presented evidence that supported her contention that D had no intent to honor the agreement. The trial court gave summary judgment to D; The trial court ruled that D was not required to have a good faith or fair basis for declining to exercise P's developments and because D did not breach the contract there was no fraud. P appealed.

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