Jane Fonda (defendant) hired Richard Rosenthal (plaintiff), a New York attorney, to be Fonda’s legal representative and general business manager. Initially, Fonda retained Rosenthal’s law firm through an oral agreement to pay 5 percent of her earnings as compensation for the firm’s services. When the firm dissolved, Fonda and Rosenthal entered into an oral agreement under which Fonda would pay Rosenthal 10 percent of what she earned on projects initiated while he was working for her. Years later, Fonda fired Rosenthal. Rosenthal sued Fonda for 10 percent of her earnings on projects initiated while Rosenthal was working for Fonda but for which Fonda was paid after Rosenthal left her employment. The district court granted summary judgment to Fonda on the basis that the New York statute of frauds barred Rosenthal’s claim unless equitable estoppel applied. Rosenthal appealed, arguing that California’s statute of frauds governed and did not bar the claim.