
    TOLLIS, INC.; Eyefull, Inc., Plaintiffs-Appellants, v. COUNTY OF SAN BERNARDINO, Defendant-Appellee.
    No. 12-57008.
    United States Court of Appeals, Ninth Circuit.
    Submitted Feb. 4, 2014
    
    Filed Feb. 6, 2014.
    Matthew J. Hoffer, Esquire, Bradley J. Shafer, Shafer & Associates, P.C., Lansing, MI, A. Dale Manicom, Attorney at Law, San Diego, CA, for Plaintiffs-Appellants.
    Deborah J. Fox, Esquire, Dawn A. McIntosh, Esquire, Meyers, Nave, Riback, Silver & Wilson, Los Angeles, CA, for Defendant-Appellee.
    
      Before: SILVERMAN and HURWITZ, Circuit Judges, and VINSON, Senior District Judge.
    
    
      
       The panel unanimously concludes this case is suitable for decision without oral argument. See Fed. R.App. P. 34(a)(2).
    
    
      
       The Honorable C. Roger Vinson, Senior District Judge for the U.S. District Court for the Northern District of Florida, sitting by designation.
    
   MEMORANDUM

Tollis, Inc. and Eyefull, Inc. (collectively “plaintiffs”) appeal from district court orders denying their applications for a temporary restraining order, a preliminary injunction, and Federal Rule of Civil Procedure 60(b) relief.

1. The County did not violate the settlement agreement or the implied duty of good faith and fair dealing because the agreement does not require the County to identify a suitable location of an adult-oriented business. See Waller v. Truck Ins. Exch., Inc., 11 Cal.4th 1, 44 Cal. Rptr.2d 370, 900 P.2d 619, 627 (1995) (“[Ijntent is to be inferred, if possible, solely from the written provisions of the contract.”); Foley v. Interactive Data Corp., 47 Cal.3d 654, 254 Cal.Rptr. 211, 765 P.2d 373, 394 (1988) (“The covenant of good faith is read into contracts in order to protect the express covenants or promises of the contract....”).

2. The agreement did not impose an unconstitutional condition. The County had a legitimate interest in settling plaintiffs’ constitutional claims. That interest, in turn, had a close nexus with the right waived — the plaintiffs’ ability to litigate further their claims. See Davies v. Grossmont Union High Sch. Dist., 930 F.2d 1390, 1399 (9th Cir.1991).

3. Claim preclusion bars plaintiffs’ First Amendment claims. The parties and claims are identical to those in the 2002 action, the district court had jurisdiction to enter the consent decree, and the consent decree was a final judgment. See Cell Therapeutics, Inc. v. Lash Grp., Inc., 586 F.3d 1204, 1211-12 (9th Cir.2009).

AFFIRMED. 
      
       This disposition is not appropriate for publication and is not precedent except as provided by 9 th Cir. R. 36-3.
     