Page:Dollar Rent A Car of Washington v. Travelers Indemnity.pdf/5

 raised and the balance of hardships tips sharply in its favor.” Los Angeles Memorial Coliseum Commission v. National Football League, 634 F.2d 1197, 1201 (9th Cir.1980). These are not separate tests, but the outer reaches “of a single continuum.” Benda v. Grand Lodge of the International Association of Machinists & Aerospace Workers, 584 F.2d 308, 315 (9th Cir.1978), ''cert. dismissed'', 441 U.S. 937, 99 S.Ct. 2065, 60 L.Ed.2d 667 (1979).

An essential prerequisite to the granting of a preliminary injunction is a showing of irreparable injury to the moving party in its absence. County of Santa Barbara v. Hickel, 426 F.2d 164, 168 (9th Cir.1970). We conclude that Dollar and Viking did not satisfy this burden before the district court. Dollar based its assertion of irreparable injury on the ground that its subsidiaries and licensees would be unable to obtain the necessary insurance coverage in the absence of the preliminary injunction. However, Dollar did not identify even one subsidiary or licensee who was unable to obtain replacement coverage. In contradiction to Dollar’s general assertion, Travelers presented evidence that Rales Insurance Brokers, Inc. had arranged insurance coverage for 42 of the Dollar subsidiaries and licensees whose coverage with Travelers expired on July 1, 1984 and that Rales Insurance Brokers, Inc. had obtained quotations for other Dollar subsidiaries and licensees which had either been rejected or not acted upon. Travelers also presented evidence that rental car fleet coverage was provided by Midland Insurance Company, Liberty Mutual Insurance Company, Harbor Insurance Company and others.

Viking argued to the district court that it would suffer irreparable injury because all of its income is derived from the Travelers-Dollar program and, in the absence of the preliminary injunction, Viking would go out of business. In support thereof, Viking relies upon Janmort Leasing, Inc. v. Econo-Car International, Inc., 475 F.Supp. 1282, 1294 (E.D.N.Y.1979). In Janmort, however, the ongoing business that was threatened with destruction was an operating car franchise with offices, employees, cars on the road, etc. Viking, on the other hand, is a subsidiary of Dollar located in the Caribbean. No showing was made of the number of Viking employees, its existing good will, or its commitments other than those incurred by the Reinsurance Agreements.

We also conclude that Dollar and Viking have not shown a strong likelihood of success on the merits. The Reinsurance Agreements and the Reinsurance Policies provide for cancellation and/or nonrenewal without cause. Furthermore, the Reinsurance Agreements and the Reinsurance Policies are effective for specific terms. Under California law, parol evidence may not be admitted to contradict the terms of an integrated writing which on its face is not equivocal. See, e.g., Weber v. Dobyns, 193 Cal.App.2d 402, 406, 14 Cal.Rptr. 103, 106 (1961). Moreover, even if it were concluded that parol evidence was properly admitted to interpret the termination provisions as requiring cause, the Reinsurance Agreement expressly provides that Travelers may demand letters of credit from Viking. If a demand is made, Viking has no right under the Reinsurance Agreement to refuse to comply with the demand.

C. Contempt Order.

The threshold issue to be resolved is the appealability of the district court’s contempt order. Dollar argues, and Travelers concedes, that an order holding a party in civil contempt normally is not a final order and thus is not immediately appealable. Hoffman v. Beer Drivers & Salesmen’s, Local Union No. 888, 536 F.2d 1268, 1272 (9th Cir.1976). While Travelers asserts