Filed 10/7/20 Horvath v. HC Automotive CA2/2
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS
California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions
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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
SECOND APPELLATE DISTRICT
DIVISION TWO
LASZLO HORVATH, B295116
Plaintiff and Respondent, (Los Angeles County
Super. Ct. No. BC620911)
v.
HC AUTOMOTIVE, INC., et al.,
Defendants and Appellants.
APPEAL from an order of the Superior Court of
Los Angeles County. Michael P. Linfield, Judge. Affirmed.
McCreary, PC and Duncan J. McCreary for Defendants and
Appellants.
Law Office of David Valdez Jr. and David Valdez Jr.; Law
Office of Steven A. Simons and Steven A. Simons for Plaintiff and
Respondent.
Defendants and appellants RHC Automotive, Inc. (RHC),
HC Automotive, Inc. (HCA), and Capital One N.A. (Capital One)
(collectively, defendants) appeal from a postjudgment order
awarding plaintiff and respondent Laszlo Horvath (plaintiff)
attorney fees and costs against them. We affirm the trial court’s
order.
BACKGROUND
Plaintiff filed this action against defendants and others in
May 2016, alleging that defendants failed to disclose that a
vehicle they sold to plaintiff was previously stolen and damaged,
causing the right-front suspension to fail while plaintiff was
driving on the freeway. The operative first amended complaint
asserted causes of action for violation of the Consumer Legal
Remedies Act (CLRA), unfair competition, fraud, breach of the
implied warranty of merchantability under the Song-Beverly
Consumer Warranty Act (Song-Beverly Act), and violation of
Vehicle Code section 11711.
Plaintiff settled with defendants, and the parties agreed
that attorney fees and costs would be determined by a
subsequent motion. The parties’ settlement agreement states in
pertinent part:
“Plaintiff[] may submit a fee application to the Court
. . . for an award against [HCA] and/or [RHC] of
reasonable attorney fees and actually incurred costs
in prosecuting the Action (the ‘Fee Application’). . . .
Plaintiff is deemed the prevailing party as to [HCA]
and [RHC] (except as otherwise awarded by the
Court, each of the Parties shall bear their own
attorney fees and legal costs incurred in connection
with the Action). RHC expressly reserves the right to
request a ruling by the Court as to whether RHC is
the successor corporation of HC[A] and liable to
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Plaintiff for attorney fees and costs, as well as, the
extent of such liability. RHC is not required to
request a successor in interest determination, but
solely retains the right to request said determination
in its sole and unfettered discretion. Except for the
issue of prevailing party, Defendants reserve all
defenses to the Fee Application, including but not
limited to, the reasonableness of attorney fees and
actually incurred costs as well as the enforceability of
the fee award, if any, as to any Party. Plaintiff
reserves all arguments in favor of the Fee
Application, including but not limited to, the
appropriateness of a multiplier and the liability of
[HCA] and/or [RHC] without apportionment.
“Capital One agrees to be jointly and severally
liable to Plaintiff as to any order by the Court for
[HCA] and/or [RHC] to pay attorney fees and costs to
Plaintiff in connection with the above-referenced Fee
Application. . . . ”
Plaintiff filed a motion for attorney fees and costs against
defendants, together with a memorandum of costs. As to
successor liability, plaintiff’s motion states:
“The settlement agreement with [HCA], [Capital
One], and [RHC] provides [RHC] with the
opportunity to argue against successor corporation
liability. [Plaintiff] is unaware of whether it will do
so and therefore provides some relevant facts herein.
[Plaintiff] further reserves the right to provide
additional facts and evidence in reply to [RHC’s]
opposition to this motion.”
“As of April 19, 2018, [HCA] was distributing
fliers, at its former dealership location, stating
‘Effective Friday, June 30th, 2017 Hooman Hyundai &
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Hooman Chrysler Dodge Jeep Ram will be sold to
Nissani BROS. Auto Group.’ The flier directs
customers to [RHC’s] dealership address.”
Defendants filed separate motions to tax costs and opposed
the motion for attorney fees. The trial court set the motions to
tax costs and plaintiff’s motion for attorney fees to be heard
together and requested briefing on the allocation of attorney fees.
After the parties briefed that issue, the trial court allowed the
parties to file simultaneous supplemental briefs on allocation.
In a 40-page minute order dated December 6, 2018, the
trial court granted in part plaintiff’s motion for attorney fees and
granted in part defendants’ motion to tax costs. On January 3,
2019, the trial court issued an order awarding plaintiff attorney
fees and costs and allocating them among defendants as follows:
$241,777.84 against HCA, RHC, and Capital One, jointly and
severally, and $42,704.64 against HCA, RHC, Capital One and
defendant and FCA US LLC,1 jointly and severally.
This appeal followed.
CONTENTIONS ON APPEAL
Defendants raise the following contentions on appeal:
1. The trial court erred in ruling that RHC was the
successor in interest to HCA because (A) plaintiff made no
request for such a ruling in his notice of motion and motion for
attorney fees, as required by Code of Civil Procedure section 1010
and California Rules of Court, rule 3.1110(a); (B) plaintiff offered
no evidence to establish successor liability; and (C) the trial court
misinterpreted the settlement agreement to impose successor
liability against RHC.
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1 FCA US LLC is not a party to this appeal.
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2. The trial court erred in granting the request for attorney
fees because plaintiff failed to meet his burden of identifying the
fees incurred with respect to each defendant in the action.
3. The fee award was unreasonable and excessive.
DISCUSSION
I. Successor liability
A. Alleged violation of California Rules of Court, rule
3.1110(a) and Code of Civil Procedure section 1010
Defendants’ failure to include a copy of plaintiff’s allegedly
defective notice of motion and motion for attorney fees in the
record on appeal defeats their contention that plaintiff failed to
comply with Code of Civil Procedure section 1010 and rule
3.1110(a) of the California Rules of Court. The appellant has the
burden of providing an adequate record on appeal. (Randall v.
Mousseau (2016) 2 Cal.App.5th 929, 935.) Defendants’ failure to
provide an adequate record on the issue they raise requires
resolution of that issue against them. (Ibid.)
B. Plaintiff’s alleged failure to present evidence
Plaintiff did not bear the burden of presenting evidence
that RHC was HCA’s successor in interest for purposes of an
attorney fees award. The parties’ settlement agreement does not
impose that burden on plaintiff. Rather, paragraph 1 of the
settlement agreement states that plaintiff is the prevailing party
as to RHC and HCA and gives RHC the exclusive right to request
a ruling by the trial court as to whether RHC is HCA’s successor
in interest. RHC did not seek such a ruling.
Plaintiff, in any event, did present evidence of successor
liability, attaching to his attorney fees motion a flier that
defendants gave to their customers. The flier stated that RHC
was buying HCA and directed customers to RHC’s address. The
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trial court found that RHC’s late-submitted evidence contesting
successor liability, which plaintiff had no opportunity to
challenge, was “largely conclusory.” We do not reweigh the
evidence or substitute our judgment for that of the trial court.
(See Reichardt v. Hoffman (1997) 52 Cal.App.4th 754, 766.)
C. Interpretation of settlement agreement
The trial court did not misinterpret the settlement
agreement. The fundamental rules of contract interpretation
require a court to ascertain the mutual intention of the parties at
the time the contract is formed. (Civ. Code, § 1636.) That intent
should be inferred, if possible, solely from the written terms of
the contract. (Ibid.) A court must consider the contract as a
whole and interpret the language in context, rather than
interpret a single provision in isolation. (§ 1641.) The clear and
explicit meaning of the contractual provisions, interpreted in
their ordinary and popular sense, controls their interpretation.
(MacKinnon v. Truck Ins. Exchange (2003) 31 Cal.4th 635, 647.)
Paragraph 1 of the parties’ settlement agreement states
that for purposes of an attorney fee application, “[p]laintiff is
deemed the prevailing party as to [HCA] and [RHC] . . . .”
Plaintiff sought to recover statutory attorney fees pursuant to the
CLRA and the Song-Beverly Act, and contractual attorney fees
under Civil Code section 1717. Both the CLRA and the Song-
Beverly Act mandate an award of attorney fees to the prevailing
plaintiff. (Civ. Code, §§ 1780, subd. (e), 1794, subd. (d).)2 Civil
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2 Section 1780(e) of the CLRA states in pertinent part: “The
court shall award court costs and attorney’s fees to a prevailing
plaintiff in litigation filed pursuant to this section.” (Civ. Code,
§ 1780, subd. (e).) Section 1794(d) of the Song Beverly Act states:
“If the buyer prevails in an action under this section, the buyer
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Code section 1717 similarly authorizes an attorney fees award to
the prevailing party on an action to enforce a contract that
contains an attorney fees provision.3 The sales contract between
plaintiff and HCA contains such a provision. The plain language
of the settlement agreement deems plaintiff to be the prevailing
party as to RHC and HCA. Plaintiff was therefore entitled to
recover statutory and contractual attorney fees against both
those entities.
The settlement agreement gave RHC the exclusive right to
challenge its liability for attorney fees and costs by requesting a
ruling from the trial court on its status as successor in interest to
HCA. RHC did not do so.
Defendants’ reliance on language in paragraph 9 of the
settlement agreement stating that “[n]othing contained in this
Agreement, and nothing concerning the payments or actions
required or undertaken in connection with this Agreement, shall
be construed or interpreted as an admission by any Party of any
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shall be allowed by the court to recover as part of the judgment a
sum equal to the aggregate amount of costs and expenses,
including attorney’s fees based on actual time expended,
determine by the court to have been reasonably incurred by the
buyer in connection with the commence and prosecution of such
action.” (Civ. Code, § 1794, subd. (d).)
3 Civil Code section 1717 states in relevant part: “In any
action on a contract, where the contract specifically provides that
attorney’s fees and costs, which are incurred to enforce that
contract, shall be awarded either to one of the parties or to the
prevailing party, then the party who is determined to be the
party prevailing on the contract, whether he or she is the party
specified in the contract or not, shall be entitled to reasonable
attorney’s fees in addition to other costs.”
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liability, wrongdoing, or actionable conduct of any type or nature
whatsoever” does not negate RHC’s liability to plaintiff as the
prevailing party for purposes of an attorney fees motion.
Defendant’s interpretation of paragraph 9 as nullifying plaintiff’s
status as the prevailing party is also unreasonable, as it would
preclude plaintiff from recovering attorney fees from all of the
defendants, rendering paragraph 1 meaningless.
II. Fee apportionment
Defendants fail to establish any abuse of discretion in the
trial court’s apportionment of the attorney fees award. A trial
court has broad discretion not only in setting the amount of an
award of attorney fees, but also in allocating the award among
various defendants. (Gorman v. Tassajara Development Corp.
(2009) 178 Cal.App.4th 44, 97 (Gorman).) The trial court’s 40-
page minute order contains extensive analysis and discussion
regarding the apportionment of fees and costs among defendants.
The record discloses no abuse of discretion.
We reject defendants’ argument that they were denied the
“full opportunity” to analyze and challenge the reasonableness of
plaintiff’s fees and costs bills and their allocation among the
various defendants. The record shows that defendants argued in
their opposition to plaintiff’s motion that fees and costs should be
apportioned among the defendants and the various causes of
action. The trial court ordered further briefing on this issue and
thereafter allowed the parties to submit simultaneous
supplemental briefs on apportionment. Defendants had a full
and fair opportunity to present their arguments on
apportionment, and the record contains ample factual bases for
the trial court’s allocation among them.
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III. Amount of fees
Defendants fail to establish any abuse of discretion by the
trial court in setting the amount of the fee award. (PLCM Group,
Inc. v. Drexler (2000) 22 Cal.4th 1084, 1095 [trial court’s
determination of the amount of fees to be awarded will not be
disturbed unless “clearly wrong”].) Defendants’ challenge to four
categories of allegedly unreasonable and excessive billing: (1)
unsuccessful motion work, (2) duplicative fees, (3) unnecessary
work, and (4) preparing the case for trial after it had settled, was
addressed in detail in the trial court’s minute order and rejected
by the trial court. We presume that the trial court considered
and applied all appropriate factors in determining the amount of
the fee award. (Ramos v. Countrywide Home Loans, Inc. (2000)
82 Cal.App.4th 615, 621.) Defendants fail to meet their burden of
demonstrating that the trial court’s rejection of their arguments
constituted an abuse of discretion. (Gorman, supra, 178
Cal.App.4th at p. 98.)
DISPOSITION
The January 3, 2019 order awarding plaintiff his attorney
fees and costs is affirmed. Plaintiff shall recover his costs on
appeal.
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS.
____________________________, J.
CHAVEZ
We concur:
__________________________, P. J.
LUI
__________________________, J.
HOFFSTADT
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