Appellant real estate brokers (brokers) brought an action against respondent property owner for breach of a contract that empowered the brokers to sell 43 lots. The Superior Court of Los Angeles County (California) entered a judgment in favor of the property owner and also entered an order refusing a new trial. The brokers appealed.
Table of Contents
Overview
The brokers alleged that the property owner refused to remove assessment liens from some of the lots and refused to furnish clear certificates of title to the lots, thus preventing the brokers from selling the lots and preventing the performance of the contract. The court concluded that the trial court erred in holding that the property owner did not prevent the performance of the contract by the brokers and in holding that the brokers were not entitled to the agreed commission. The court held that the conduct of the property owner was contrary to the terms of the contract and constituted a sufficient prevention of performance by the brokers to justify them in declaring the contract terminated and bringing an action to recover the entire compensation allowed therein. The court concluded that the property owner’s actions amounted to a wrongful discharge of the brokers as agents and a breach of a material part of the entire contract. The court determined that the condition broken by the property owner was a condition precedent to the performance by the brokers.
Outcome
The court reversed the judgment and order and remanded for a new trial.
Procedural Posture
Appellant limited partnership challenged a grant of summary judgment entered by the Superior Court of Ventura County (California) in favor of respondent investors. Appellant alleged that respondents conspired to conduct a foreclosure sale on an all-inclusive trust deed in a manner calculated to “chill the bidding,” enabling respondents to purchase the property at a price below market value and to cause appellant to lose its security interest.
Overview
Expert witness designation included employment lawyer for all parties during pretrial discovery. Appellant limited partnership sought damages from respondent investors for breach of agency, self-dealing, conspiracy, fraud, unjust enrichment, and constructive trust arising out of a foreclosure sale. Appellant claimed that respondents conspired to conduct the sale so as to discourage bidders, enabling respondents to purchase the property for less than market value. The trial court ruled that before filing a cause of action alleging irregularities in a trustee’s sale, appellant should have tendered the amounts due and owing on the senior obligations, and having failed to do so, respondents were entitled to summary judgment. On appeal, the court affirmed. Because the proper method for foreclosing on an all-inclusive trust deed was not clear, the terms of the overriding note and deed of trust should govern. In this case, the trust deed provided that on default, the total indebtedness would be due and payable, so the notice that the entire amount outstanding was payable in cash was correct. Since appellant failed to offer evidence that any irregularities in the sale caused it any damage, the court held as a matter of law that appellant failed to establish provable damages.
Outcome
The court affirmed the summary judgment entered by the trial court, holding that there were no genuine issues of material fact because appellant limited partnership was unable to offer any evidence to establish provable damages caused by respondent investors’ actions in conducting the foreclosure sale. Consequently, the trial court did not err in granting summary judgment in favor of respondents.