Hedwall v. PCMV, LLC
Hedwall v. PCMV, LLC
Opinion of the Court
*568In the underlying action, appellant Laine Hedwall filed a cross-complaint against respondent CLP Valencia Golf, LLC, formerly known as CNL Income Valencia LLC (CLP), respondent CF Valencia Arcis, LLC (Arcis), and PCMV, LLC, doing business as Valencia Country Club (PCMV), asserting claims for breach of contract, fraud, declaratory relief, and related causes of action. When the trial court sustained CLP's demurrer to the cross-complaint with leave to amend, Hedwall filed a first amended cross-complaint (FACC). CLP then demurred to all but one of the claims against it *569in the FACC. While CLP's demurrer to the FACC was pending, and without seeking leave of the trial court, Hedwall filed a second amended cross-complaint (SACC). The trial court "canceled" the filing of the SACC on its own motion, sustained CLP's demurrer to the FACC without leave to amend, and later granted judgment on the pleadings in CLP's favor on Hedwall's sole remaining claim against CLP. After Hedwall noticed this appeal, the trial court denied his request for an order staying the proceedings relating to Arcis and PCMV.
Hedwall challenges the rulings canceling the filing of the SACC, denying leave to amend the FACC, and denying the requested stay. We reject his contentions and affirm.
RELEVANT FACTUAL AND PROCEDURAL BACKGROUND
In February 2015, PCMV commenced the underlying action, asserting a single claim against Hedwall for an open book account. PCMV sought $4,218.84 in damages plus interest.
Hedwall's original cross-complaint, filed March 25, 2015, contained claims against PCMV, CLP, Arcis, and other parties for declaratory relief, breach of contract, breach of the implied covenant of good faith and fair dealing, fraud, unfair business practices ( Bus. & Prof. Code, § 17200 et seq. ), and intentional interference with contractual relations. Hedwall requested $70,000 in compensatory damages, prejudgment interest, and punitive damages.
The cross-complaint alleged the following facts: Hedwall is among the best golfers in the United States. In 2004, he decided to join the Valencia Country Club-then owned and managed by the Heritage Golf Group-due to its excellent fairways and greens. In March 2004, Hedwall and the club's manager entered into an oral agreement under which Hedwall was to receive a full refund of his $70,000 membership fee if the golf course ever fell *564below the then-existing standards. At some point, CLP bought the club, and in January 2012, CLP leased it to PCMV. During that lease, the club was managed by Foregolf Partners, LLC (Foregolf). In August 2014, Foregolf and PCMV breached Hedwall's membership agreement by permitting the golf course to deteriorate. Hedwall told them that in view of that breach, he would pay no monthly dues until the golf course was restored to an acceptable level. In November 2014, Arcis acquired the club. Later, PCMV asserted its claim against Hedwall for unpaid monthly dues.
CLP demurred to the cross-complaint, contending the claims against it failed because the alleged misconduct was attributed solely to Foregolf and *570PCMV. Following a hearing, the trial court sustained CLP's demurrer with leave to amend, noting that nothing in the cross-complaint showed that CLP had committed any wrongful conduct.
In December 2015, Hedwall filed the FACC, which, in addition to the claims previously alleged, included new claims for conversion and declaratory relief. CLP demurred to the FACC's claims, with the exception of a single claim for declaratory relief, contending the FACC assigned no specific wrongful conduct to CLP. Noting the FACC's allegation that CLP "performed [its] duties under the agreement between the parties, despite there being no signed membership agreement," CLP argued that Hedwall was "seeking to hold [it] liable for wrongful conduct ... perpetrated by other parties without alleging how that wrongful conduct is attributable to CLP."
Arcis and PCMV also asserted demurrers to the FACC. Like CLP, Arcis contended the claims against it failed-with the exception of a single claim for declaratory relief-because no misconduct was alleged against it. PCMV challenged only some of the claims against it, namely, those for fraud, unfair business practices, and intentional interference with contractual relations.
While the demurrers to the FACC were pending, Hedwall filed the SACC without leave of the trial court. In March 2016, at the hearing on PCMV's demurrer, the trial court "canceled" the filing of the SACC on its own motion, stating that "there was no stipulation among the parties or court order allowing for such filing." The court further sustained PCMV's demurrer to the FACC without leave to amend. Later, in August 2016, the court sustained CLP's and Arcis's demurrers to the FACC without leave to amend, concluding that the FACC alleged no misconduct attributable to CLP or Arcis.
In January 2017, CLP sought judgment on the pleadings regarding the FACC's remaining claim against it for declaratory relief. CLP contended the claim was moot, because the FACC alleged that CLP no longer owned the club. On March 14, 2017, following a hearing, the trial court granted judgment on the pleadings with respect to the declaratory relief claim without leave to amend.
On March 27, 2017, Hedwall noticed this appeal. Following the filing of the notice of appeal, Arcis and PCMV sought summary judgment and judgment on the pleadings regarding the FACC's remaining claims against them. Hedwall requested an order staying all proceedings under Code of Civil Procedure section 916 due to his pending appeal, which the trial court denied.
Appellant contends the trial court erred in canceling the filing of the SACC, denying leave to amend the FACC, and denying the requested stay. As explained below, we reject his contentions regarding the SACC and the FACC. We further conclude that his challenge to the denial of the stay is not properly before us.
A. Scope of Review
At the outset, we examine the scope of our review of the trial court's rulings. Generally, "[a]n appealable judgment or order is a jurisdictional prequisite to an appeal. [Citations.]" ( Connell v. Superior Court (1997)
The record that Hedwall has provided contains no such judgment. Under the " 'one final judgment' " rule, an appeal cannot be taken from a judgment that fails to resolve to finality all the causes of action pending between the parties. ( Hill v. City of Clovis (1998)
Under the circumstances, it is appropriate to amend the rulings to include such a judgment, rather than dismiss the appeal. (See Estate of Dito (2011)
*572The scope of Hedwall's appeal is nonetheless subject to certain limitations. Ordinarily, orders rendered after the judgment or order from which an appeal is noticed do not fall within the scope of that appeal. (See Lakin v. Watkins Associated Industries (1993)
Although orders relating to the enforcement of a judgment subject to an appeal are themselves generally independently appealable (see Williams v. Thomas (1980)
On a related matter, we note that Arcis has filed a brief in this appeal as a respondent, even though Hedwall's notice of appeal identifies no appealable judgment or order in favor of Arcis. Arcis's principal contention is that the denial of the section 916 stay is not properly within the scope of this appeal. Because Hedwall refers to Arcis as a respondent and asserts no objection to Arcis's participation in the appeal, he has forfeited any contention that its appearance as a respondent is improper.
B. Cancellation of the Filing of the SACC
We begin with Hedwall's challenge to the cancellation of the filing of the SACC.
*573Here, relying on section 472, the trial court canceled the filing of the SACC on its own motion because no court order or stipulation of the parties permitted the SACC to be filed.
The key issue is whether that ruling was authorized by section 472, which was originally enacted in 1872. (Historical and Statutory Notes, 15 West's Ann. Code Civ. Proc. (2018 supp.) & foll. § 472, p. 10.) At the time of the underlying ruling, subdivision (a) of section 472 stated: "A party may amend its pleading once without leave of the court at any time before the answer or demurrer is filed, or after a demurrer is filed but before the demurrer is heard if the amended complaint ... is filed and served no later than the date for filing an opposition to the demurrer. A party may amend the complaint ... after the date for filing an opposition to the demurrer, upon stipulation by the parties."
Hedwall contends that section 472 entitled him to file the SACC without leave of the trial court or a stipulation of the parties. The crux of his contention is that under section 472, the plaintiff's right to file an amended complaint once as a matter of right is not restricted to an amended version of the original complaint. He argues that a plaintiff may amend one version of the operative complaint-which need not be the original complaint-as a matter of right, provided that the amended complaint is filed before any answer and within the specified time restrictions relating to demurrers. He thus maintains that he was entitled to file an amended version of the FACC-that is, the SACC-because he filed and served the SACC (1) before any answer was filed, and (2) by the date any opposition to the then-pending demurrers to the FACC by CLP, Arcis, and PCMV was due. As explained below, we reject his contention.
Hedwall presents what appears to be an issue of first impression. Although the section 472 right to amend has long been regarded as confined to the *574original complaint, no published decision has squarely held the right is so limited. A treatise states that under section 472, "[e]ach party has the right to amend its pleadings once -without leave of court-within a brief time after its original pleading is filed. The purpose is to facilitate prompt correction of errors or deficiencies in the original pleading." (Weil & Brown, Cal. Practice Guide: Civil Procedure Before Trial (The Rutter Group 2017) § 6:602.) The treatise nonetheless acknowledges a potential issue regarding whether the right attaches to an amended complaint filed after a demurrer has been sustained with leave to amend, but observes: "[T]here is no known reported decision permitting this. Also, the statutory wording that a party 'may amend its pleading once without leave of court' may be interpreted to preclude an amendment to an amended pleading." (Id . at § 6:610.5.)
The key question before us is thus one of statutory interpretation, namely, whether the statutory phrase noted above permitted the filing of the SACC. In order to resolve that question, we seek the legislative intent, looking first to the plain meaning of the statutory language. ( In re Jerry R. (1994)
In our view, Hedwall's contention fails in light of the manner in which the term "pleading" and its variants are generally used within the Code of Civil Procedure. Ordinarily, the code employs the term "pleading" in a generic manner, that is, to refer to certain documents setting forth the claims and defenses in the litigation. Thus, section 420 defines "[t]he pleadings" as "the formal allegations by the parties of their respective claims and defenses, for the judgment of the court," and section 422.10 specifies that "[t]he pleadings allowed in civil actions are complaints, demurrers, answers, and cross-complaints." Under the generic understanding of the term "pleading," the plaintiff initiates and maintains the action by asserting "the complaint," to which the defendant responds with "[t]he demurrer" or " 'the answer.' " (4 Witkin, Cal. Procedure, supra, *568Pleading, § 470, p. 600; 5 Witkin, Cal. Procedure, supra , Pleading, §§ 946, 1045, pp. 358-360, 488.) However, as discussed further below, when appropriate, the Legislature sometimes employs descriptive terms referring to a specific version of a pleading.
Under the generic understanding of the term "pleading," section 472 is reasonably viewed as limiting the right to amend "the complaint" as a matter of right to the complaint as originally filed, that is, the version of the complaint that commences the action. Within the statute, the phrase "[a] party may amend its pleading once without leave of the court" is followed by time *575restrictions specified in similarly generic terms, that is, "before the answer or demurrer," or no later than the date for filing an opposition to a demurrer. ( § 472, subd. (a), italics added.) When the italicized term is understood to refer to the complaint as a generic document-that is, as the document by which the plaintiff commences and maintains the litigation, regardless of how many times it is amended-only the original version of the complaint appears to satisfy the restrictions. That is because only the original version of the complaint is filed before "the answer or demurrer," viewed as the generic documents by which the defendant alleges defenses. By parity of reasoning, under section 472, the right to amend a cross-complaint as a matter of right is similarly limited to the original version of the cross-complaint.
The interpretation of section 472 set forth above finds support in Billesbach v. Larkey (1911)
In Billesbach , the trial court sustained demurrers with leave to amend to successive amended versions of the plaintiff's complaint before sustaining a demurrer to his third amended complaint without leave to amend. ( Billesbach , supra , 161 Cal. at pp. 653-654,
In Clausen , the trial court sustained a demurrer to the defendant's cross-complaint against the plaintiff with leave to amend. ( *576Clausen , supra , 248 Cal.App.2d at p. 783,
Hedwall contends that section 472 reflects his interpretation, pointing to the differences between that statute and its immediate predecessor. We disagree. "Although a substantial change in the language of a statute by an amendment indicates an intention to change its meaning, a mere change in phraseology, incident to a revision of the statute, does not result in a change of meaning unless the intent to make such a change clearly appears. [Citation.] Thus, surrounding circumstances may indicate that an amendment was merely the result of a legislative attempt to clarify the true meaning of the statute. [Citation]." ( DeCastro West Chodorow & Burns, Inc. v. Superior Court (1996)
*577Hedwall directs our attention to Tingley v. Times Mirror Co. (1907)
On appeal, the newspaper contended that section 472 entitled it to file the amended answer as a matter of right because the plaintiff had not demurred to the original answer. ( Tingley , supra , 151 Cal. at p. 10,
Relying on the court's use of the term "undetermined," Hedwall maintains that under Tingley , section 472 permits a plaintiff to amend a version of a complaint-not necessarily the original complaint-once as a matter of right unless and until a demurrer is sustained without leave to amend. Notwithstanding that term, however, nothing in Tingley reasonably suggests that the section 472 right to amend is properly exercised at any time before the complaint's legal adequacy is determined to finality.
Hedwall also contends his proffered interpretation of section 472 finds support in a related statute, namely, section 430.41. In 2015, upon adopting the version of section 472 pertinent here, the Legislature enacted section 430.41, which establishes a "meet and confer" process relating to the amendment of pleadings (§ 430.41, subd. (a)(1) ). (Stats. 2015, ch. 418, § 1, p. 2.) Subdivision (a) of the latter statute provides: "Before filing a demurrer ..., the demurring party shall meet and confer in person or by telephone with the party who filed the pleading that is subject to demurrer for the purpose of determining whether an agreement can be reached that would resolve the objections to be raised in *571the demurrer. If an amended complaint ... is filed, the responding party shall meet and confer again with the party who filed the amended pleading before filing a demurrer to the amended pleading."
Hedwall maintains that only his interpretation harmonizes section 472 with subdivision (c) of section 430.41, which provides: "If a court sustains a demurrer to one or more causes of action and grants leave to amend, the court may order a conference of the parties before an amended complaint or cross-complaint or a demurrer to an amended complaint or cross-complaint, may be filed. If a conference is held, the court shall not preclude a party from filing a demurrer and the time to file a demurrer shall not begin until after the conference has concluded. Nothing in this section prohibits the court from ordering a conference on its own motion at any time or prevents a party from requesting that the court order a conference to be held." As that provision merely authorizes the trial court to order a conference upon sustaining a demurrer with leave to amend, the provision offers no support for Hedwall's interpretation of section 472.
Hedwall further contends his proffered interpretation of section 472 is reflected in subdivision (e)(1) of section 430.41, which imposes a limit on the number of times a complaint may be amended. Subdivision (e)(1) of the statute states: "In response to a demurrer and prior to the case being at issue, a complaint or cross-complaint shall not be amended more than three times, absent an offer to the trial court as to such additional facts to be pleaded that there is a reasonable possibility the defect can be cured to state a cause of action. The three-amendment limit shall not include an amendment made without leave of the court pursuant to Section 472, provided the amendment is made before a demurrer to the original complaint or cross-complaint is filed ." (Italics added.)
Hedwall suggests that the italicized phrase implies that the section 472 right to amend may be applied to versions of the complaint or cross-complaint other than the original pleading. We disagree. The apparent *579function of the phrase is to eliminate an ambiguity regarding the application of the three-amendment limit to section 472, namely, whether an amended version of the original complaint (or cross-complaint) filed after a demurrer has been filed is necessarily submitted "[i]n response to a demurrer" (§ 430.41, subd. (e)(1) ). The ambiguity arises from the possibility that a plaintiff (or cross-complainant) might amend the original complaint after a demurrer is filed without making any amendments responsive to the defects asserted in the demurrer, for example, by alleging new claims. ( Gross , supra , 180 Cal.App.3d at p. 1105,
C. Denial of Leave to Amend the FACC
Hedwall contends the trial court abused its discretion in denying leave to amend the FACC.
"To satisfy that burden on appeal, a plaintiff 'must show in what manner he can amend his complaint and how that amendment will change the legal effect of his pleading.' [Citation.] The assertion of an abstract right to amend does not satisfy this burden. [Citation.] The plaintiff must clearly and specifically set forth the 'applicable substantive law' [citation] and the legal basis for amendment, i.e., the elements of the cause of action and authority for it. Further, the plaintiff must set forth factual allegations that sufficiently state all required elements of that cause of action. [Citations.] Allegations must be factual and specific, not vague or conclusionary. [Citation.] [¶] The *580burden of showing that a reasonable possibility exists that amendment can cure the defects remains with the plaintiff; neither the trial court nor this court will rewrite a complaint. [Citation.] Where the appellant offers no allegations to support the possibility of amendment and no legal authority showing the viability of new causes of action, there is no basis for finding the trial court abused its discretion when it sustained the demurrer without leave to amend. [Citations.]" ( Rakestraw v. California Physicians' Service (2000)
Hedwall identifies no new allegations supporting the possibility of amending the FACC to cure its defects, and no legal authority showing the viability of any potential causes of action against CLP. He argues solely that subdivision (e)(1) of section 430.41 entitled him to a minimum of three opportunities to amend his cross-complaint. However, nothing in that statute is reasonably understood to create such an entitlement, as it states only that subject to specified conditions, "a complaint or cross-complaint shall not be amended more than three times" (§ 430.41, subd. (e)(1), italics added). Accordingly, Hedwall has shown no error in the denial of leave to amend the FACC.
D. Denial of Stay Order
Hedwall contends the trial court erred in denying his request for an order enforcing the automatic stay imposed under section 916, subdivision (a). He argues that the automatic stay necessarily applied to the post-appeal proceedings relating to Arcis and PCMV.
For the reasons explained above (see pt. A. of the Discussion, ante ), Hedwall's challenge to a ruling made after the trial court issued its rulings on the *573SACC and FACC falls outside of the scope of this appeal. We therefore lack the jurisdiction to consider it. We further decline to treat Hedwall's briefs on appeal as a petition for writ of supersedeas, as Hedwall has not requested that we do so, and his briefs do not satisfy the procedural rules for such a petition, which require notice that a stay is sought from the appellate court ( Cal. Rules of Court, rule 8.116 ). Hedwall's failure to comply with the notice requirement cannot be regarded as harmless because PCMV has not appeared in this appeal. In sum, the trial court's ruling on Hedwall's request for a stay is not properly before us.
The orders of the trial court are deemed to incorporate a judgment of dismissal in favor of CLP, which is affirmed. Respondents CLP and Arcis are awarded their costs on appeal.
We concur:
WILLHITE, Acting P.J.
COLLINS, J.
Arcis and PCMV also demurred to the cross-complaint. The record does not contain the trial court's rulings on those demurrers.
All further statutory citations are to the Code of Civil Procedure, unless otherwise indicated.
Arcis suggests that the cancellation of the SACC falls outside the scope of our review. However, under section 906, an appellate court is authorized to review "any intermediate ruling, proceeding, order or decision which involves the merits or necessarily affects the judgment or order appealed from ...." The cancellation of the SACC is thus properly before us, as it rendered the rulings on the FACC's claims against CLP the equivalent of a final judgment in favor of CLP.
For the sake of simplicity, we generally refer to the applicable statute as section 472, as the current version of the statute is materially similar. In pertinent part, subdivision (a) of section 472 now provides: "A party may amend its pleading once without leave of the court at any time before the answer, demurrer, or motion to strike is filed, or after a demurrer or motion to strike is filed but before the demurrer or motion to strike is heard if the amended pleading is filed and served no later than the date for filing an opposition to the demurrer or motion to strike. A party may amend the pleading after the date for filing an opposition to the demurrer or motion to strike, upon stipulation by the parties."
Hedwall suggests that Clausen is inconsistent with the holding in Gross , supra ,
The immediate statutory predecessor stated that "[a]ny pleading may be amended once by the party of course ... at any time before the answer or demurrer is filed, or entered in the docket, or after demurrer and before the trial of the issue of law thereon." (Stats. 1933, c. 744, § 31.) The current statute reads: "A party may amend its pleading once without leave of the court at any time before the answer, demurrer, or motion to strike is filed, or after a demurrer or motion to strike is filed but before the demurrer or motion to strike is heard if the amended pleading is filed and served no later than the date for filing an opposition to the demurrer or motion to strike." (Stats. 2017, c. 273, § 3.)
Although "our Supreme Court's decisions bind us ..., 'language contained in a judicial opinion is " 'to be understood in the light of the facts and issue then before the court, and an opinion is not authority for a proposition not therein considered. [Citation.]' " [Citations.]' [Citation.] When questions about an opinion's import arise, the opinion 'should receive a reasonable interpretation [citation] and an interpretation which reflects the circumstances under which it was rendered [citation]' [citation], and its statements should be considered in context [citation]." (Dyer v. Superior Court (1997)
At CLP's request, we have taken judicial notice of a portion of the legislative history of section 430.41. We discern nothing in that history that supports Hedwall's proffered interpretation of section 472.
Although Hedwall's opening brief also asserts that the trial court erred in sustaining CLP's demurrer to the FACC, he does not, in fact, attack that ruling. His briefs contain no argument (supported by legal authority and citations to the record) aimed at demonstrating that the FACC states any cognizable claim against CLP. Rather, his focus is on whether the trial court erred in denying leave to amend. Accordingly, Hedwall has forfeited his challenge to the ruling on CLP's demurrer to the FACC. (Rossberg v. Bank of America, N.A. (2013)
In a related contention, Hedwall asserts that no conference was held under section 430.41 prior to the rulings on the demurrers to the FACC. However, as he has not shown how any such conference might have resulted in an outcome more favorable to him, he has demonstrated no reversible error. (People v. Watson (1956)
We would reject Hedwall's contention were we to consider it. Under subdivision (a) of section 916, with certain exceptions, " 'the perfecting of an appeal automatically stays proceedings in the trial court upon the judgment or order appealed from, or upon the matters embraced therein or affected thereby, including enforcement of the judgment or order.' " (Dowling v. Zimmerman (2001)
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