Baker v. Yamaha Motor Corporation, USA CA4/2

Filed 2/4/21 Baker v. Yamaha Motor Corporation, USA CA4/2

NOT TO BE PUBLISHED IN OFFICIAL REPORTS
California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for
publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication
or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

FOURTH APPELLATE DISTRICT

DIVISION TWO

KYLE BAKER,

Plaintiff and Appellant, E072089

v. (Super.Ct.No. MCC1500556)

YAMAHA MOTOR CORPORATION, USA, OPINION

Defendant and Respondent.

APPEAL from the Superior Court of Riverside County. Craig Riemer, Judge.

Affirmed.

Pestotnik and Ross H. Hyslop for Plaintiff and Appellant.

Gibson, Dunn & Crutcher, Theane Evangelis, Timothy W. Loose, Daniel R. Adler

and Emily R. Sauer for Defendant and Respondent.

Plaintiff and appellant Kyle Baker sued defendant and respondent Yamaha Motor

Corporation, U.S.A. (Yamaha), a California corporation, alleging that its failure to furnish

hanging price tags (hang tags) to its independent dealer Temecula Motorsports, Inc. (TMI)

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in 2012, as required by Vehicle Code former section 24014,1 subdivision (a), made it

impossible for consumers to determine the true prices of its new, assembled motorcycles.

Baker alleged causes of action for unfair competition (UCL; Bus. & Prof. Code, § 17200

et seq.), false advertising (FAL; Bus. & Prof. Code, § 17500 et seq.), and aiding and

abetting. The trial court granted summary judgment in favor of Yamaha on the grounds

Baker lacked standing because the undisputed evidence showed he was not harmed by the

absence of the “Yamaha hang tags.”

On appeal, Baker does not challenge the undisputed facts. Rather, he contends the

court erred in (1) concluding he lacked standing by misinterpreting and narrowly

applying the particularized interests protected by sections 24014 and 11712.5, (2)

concluding there was no UCL violation because he had knowledge of Yamaha’s MSRP,2

(3) treating “standing” as an “element” of his claims, (4) concluding TMI’s “disclosures”

on its hang tag discharged Yamaha’s duties under section 24014, (5) ignoring disputed

material facts it deemed irrelevant, and (6) adjudicating his aiding and abetting claim in

Yamaha’s favor. We reject Baker’s contentions and conclude, on the evidence presented,

he failed to raise a triable issue of whether he was harmed by Yamaha’s failure to furnish

hang tags to TMI. We therefore affirm the judgment.

1For clarity, “section 24014” refers to Vehicle Code former section 24014 (as
amend. by Stats. 1978, ch. 623, § 1). All further statutory references are to the Vehicle
Code unless otherwise indicated.

2 Manufacturer’s suggested retail price.

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 I. PROCEDURAL BACKGROUND AND FACTS

Yamaha sells its products, including motorcycles, through independent dealers,

such as TMI, who purchase these products at wholesale prices. The dealers sell the

motorcycles to customers at individually negotiated prices. Yamaha does not receive

information from dealers about the prices they charge in retail transactions, nor does it

have any control over how much dealers charge their customers. Yamaha’s dealer

agreements require dealers to “‘conduct and maintain at all times [their] sales and service

operations in strict compliance with all applicable federal and state laws and regulations,

county and city ordinances and regulations and any other applicable law, regulation or

ordinance.’”

In 2012, the year relevant to this case, California law required dealers to attach

hang tags (furnished by motorcycle manufacturers and approved by the Department of

Motor Vehicles (DMV)), which indicate the “recommended retail price of the

motorcycle” and the “recommended price for each accessory or item of optional

equipment physically attached to the motorcycle at the time of its delivery to the dealer.”

(§ 24014, subd. (a)(1), (a)(2).)3 On October 29, 2012, Yamaha sent a letter to its

3 Section 24014 provided: “(a) No dealer shall sell, offer for sale, or display, any
new, assembled motorcycle on its premises, unless there is securely attached to its
handlebar a label, approved by the Department of Motor Vehicles, furnished by the
manufacturer, on which the manufacturer shall clearly indicate the following: [¶]
(1) The recommended retail price of the motorcycle. [¶] (2) The recommended price for
each accessory or item of optional equipment physically attached to the motorcycle at the
time of its delivery to the dealer. [¶] (b) The dealer shall clearly indicate on the label,
furnished by the manufacturer, the following: [¶] (1) The amount charged, if any, over
and above the suggested retail price for transportation to the dealership. [¶] (2) The
[footnote continued on next page]

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California motorcycle dealers regarding the use of DMV-approved Yamaha hang tags.4

DMV’s approval of Yamaha’s hang tag format was effective December 21, 2012. Prior

to October 2012, TMI prepared its own hang tags.

In June 2012, Baker shopped for a new Yamaha R6 motorcycle (R6) by

researching on the Internet and comparing prices at Fun Bike Center and TMI. At TMI,

the R6 had a TMI hang tag5 that listed Yamaha’s MSRP of $10,890, an amount Baker

previously had seen on Yamaha’s Web site. The hang tag also listed an additional dealer

markup (ADM) of $1,760, bringing the total asking price to $12,650, exclusive of sales

tax and applicable DMV fees. The ADM included freight ($300) and preparation

($1,460) charges. The bottom of the hang tag stated the total price “includes but is not

limited to freight, assembly, service, dealer insurance, profit and overhead, flooring and

other costs where applicable.” The R6 had no accessories or optional equipment

installed, so there was no price quoted for those items.

Baker understood that the price listed on the R6 hang tag was negotiable.

Therefore, on June 29, 2012, he negotiated a total purchase price (before sales tax,

registration and certain fees) of $10,225.06 or $2,424.94 less than the hang tag price of

amount charged, if any, for the assembly, preparation, or both, of the motorcycle. [¶]
(3) The amount charged, if any, for each dealer added accessory or item of optional
equipment. [¶] (4) The total recommended retail price of the vehicle which shall be the
aggregate value of paragraphs (1) and (2) of subdivision (a) and paragraphs (1), (2) and
(3) of subdivision (b).”

4 See appendix A, post, Yamaha’s hang tag template.

5 See appendix B, post, TMI’s hang tag for the R6 purchased by Baker.

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$12,650 ($12,650-$2,424.94=$10,225.06). The total amount due for the R6 was $11,200.

Baker’s deal was $664.94 less than the R6’s MSRP of $10,890 ($10,890-

$664.94=$10,225.06). He is not aware of any dealer who would have sold him the 2012

R6 for an overall price of $11,200 or less.

On December 31, 2015, Baker filed a putative class action against TMI, asserting

claims under California’s UCL and FAL, and alleging that TMI imposed undisclosed fees

on him and other customers.6 On January 27, 2016, he added Yamaha as a defendant in

his first amended complaint; however, his claims against Yamaha were for “injunctive

relief only” and “without seeking class certification.” Baker sought an injunction

requiring Yamaha to stop its misleading advertising. Yamaha demurred on the ground

Baker lacked standing. Subsequently, on February 2, 2018, Baker was granted leave to

file his third amended complaint, which focused on the allegation that the R6 he

purchased did not bear a hang tag furnished by Yamaha to TMI. Baker claims Yamaha

failed to comply with sections 24014 and 11712.5.

On July 18, 2018, Yamaha moved for summary judgment. The trial court granted

the motion on the ground Baker failed to establish the requisite harm to support his

claims against Yamaha for violations of the UCL and FAL and for common law aiding

and abetting. The court concluded the following: (1) “the only information that Yamaha

would have been required to state on the hang tags was the MSRP,” (2) Baker “read

[TMI’s] non-Yamaha hang tag and knew what the MSRP was,” and (3) Baker would

6 Baker settled his case against TMI, on a class basis, and TMI is not a party to
this appeal.

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have received “identical” information “[h]ad Yamaha provided hang tags” to TMI. The

court explained: “Given that the information provided would have been identical, the

undisputed evidence shows that plaintiff was not harmed by the absence of the Yamaha

hang tags.” Judgment was entered on November 29, 2018. Baker appeals.

II. DISCUSSION

A. Standard of Review.

A motion for summary judgment “shall be granted if all the papers submitted

show that there is no triable issue as to any material fact and that the moving party is

entitled to a judgment as a matter of law.” (Code Civ. Proc., § 437c, subd. (c).)

A defendant moving for summary judgment has the initial burden of showing either that

one or more elements of the cause of action cannot be established or that there is a

complete defense. (Code Civ. Proc., § 437c, subds. (o), (p)(2); Saelzler v. Advanced

Group 400 (2001) 25 Cal.4th 763, 768 (Saelzler).) If the initial burden is met, the burden

shifts to the plaintiff to show the existence of a triable issue of fact with respect to that

cause of action or defense. (Code Civ. Proc., § 437c, subd. (p)(2); Saelzler, at p. 768.)

We review a summary judgment ruling de novo. (Saelzler, supra, 25 Cal.4th at

p. 768.) “We must view the evidence submitted in connection with a motion for summary

judgment in a light most favorable to the party opposing the motion and resolve ‘any

evidentiary doubts or ambiguities in plaintiff’s favor.’ [Citation.] We independently

determine whether the record supports the trial court’s conclusions that the asserted claims

fail as a matter of law, and we are not bound by the trial court’s stated reasoning or

rationales.” (County of San Diego v. Superior Court (2015) 242 Cal.App.4th 460, 467.)

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 B. The Trial Court Properly Concluded Baker Lacked Standing.

Baker contends the trial court erroneously concluded that he lacked standing by

misinterpreting and narrowly applying the particularized interests protected by

sections 24014 and 11712.5. We disagree.

1. Applicable law.

“The UCL prohibits, and provides civil remedies for, unfair competition, which it

defines as ‘any unlawful, unfair or fraudulent business act or practice.’ ([Bus. & Prof.

Code,] § 17200.) Its purpose ‘is to protect both consumers and competitors by promoting

fair competition in commercial markets for goods and services.’ [Citations.] In service

of that purpose, the Legislature framed the UCL’s substantive provisions in ‘“broad,

sweeping language”’ [citations] and provided ‘courts with broad equitable powers to

remedy violations’ [citation]. The state’s false advertising law ([Bus. & Prof. Code,]

§ 17500 et seq.) is equally comprehensive within the narrower field of false and

misleading advertising.” (Kwikset Corp. v. Superior Court (2011) 51 Cal.4th 310, 320

(Kwikset).)

The substantive reach of these statutes is extensive; however, enforcement of their

provisions “‘is limited to any “person who has suffered injury in fact and has lost money

or property” as a result of unfair competition.’” (Kwikset, supra, 51 Cal.4th at pp. 320-

321; see Bus. & Prof. Code, §§ 17204, 17535.) Thus, the standing requirement for these

statutes is “substantially narrower than federal standing under article III, section 2 of the

United States Constitution, which may be predicated on a broader range of injuries.”

(Kwikset, at p. 324.) Consequently, to satisfy the injury requirement under the UCL and

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FAL, a plaintiff must “(1) establish a loss or deprivation of money or property sufficient

to qualify as injury in fact, i.e., economic injury, and (2) show that that economic injury

was the result of, i.e., caused by, the unfair business practice or false advertising that is

the gravamen of the claim.” (Kwikset, at p. 322.) While it is unnecessary for a plaintiff

to show the defendant’s conduct was the “sole or even the decisive cause of the injury-

producing conduct,” he or she must show “‘a causal connection or reliance on the alleged

misrepresentation.’” (Id. at pp. 326-327.) If he or she fails to allege or prove a “personal,

individualized loss of money or property in any nontrivial amount,” then “standing is

absent and the inquiry is complete.” (Id. at p. 325.)

2. Baker did not suffer an economic injury as a result of Yamaha’s failure

to provide a hang tag to TMI.

In 2012, when Baker decided to purchase a Yamaha R6, he researched and

compared prices on the Internet (on both Yamaha’s and TMI’s Web sites) and called Fun

Bike Center to obtain information in order to negotiate a discounted price for the

motorcycle. According to his research, he learned that freight and setup were not

included in the MSRP. Later, when Baker went to TMI, he saw the dealer’s hang tag on

the R6 “hanging from the mirror or the handlebars,” which included an MSRP of $10,890

and the ADM of $1,760. TMI’s tag also provided that the purchase price “includes but is

not limited to freight, assembly, service, dealer insurance, profit and overhead, flooring

and other costs where applicable.” Baker understood that the total price included the

MSRP and the ADM. He also knew the price did not include taxes or applicable DMV

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fees. He negotiated a deal that was $664.94 less than the MSRP, he was happy with the

price he had negotiated, and he believed it was the best deal he could get from TMI.

Based on these undisputed facts, Baker suffered no economic injury from

Yamaha’s failure to provide TMI with a hang tag that listed Yamaha’s MSRP. Baker

disagrees and argues that the “trial court’s construction and interpretation of the

‘interest[s] legally protected’ by sections 24014 and 11712.5[7] . . . was far too narrow”

given their purpose of providing “‘“motorcycle buyers with information that is necessary

to make a wise purchase.”’” However, even if we broadly interpreted these statutes,

Baker is unable to show Yamaha’s failure to provide a hang tag caused him to suffer an

economic injury for purposes of standing. He obtained the MSRP from his Internet

research prior to purchasing the R6. TMI’s hang tag provided the same information

Yamaha’s hang tag would have provided. Baker successfully negotiated a price more

than $600 below the MSRP, and he believed he received the best deal he could get from

TMI. When a plaintiff gets the benefit of his bargain, he has no standing under the UCL

and FAL. (See, e.g., Bower v. AT&T Mobility, LLC (2011) 196 Cal.App.4th 1545, 1555

[plaintiff had not alleged “that she could have obtained a bundled transaction for a new

cellular telephone—the telephone that she selected—at a lower price from another

source”]; Hall v. Time Inc. (2008) 158 Cal.App.4th 847, 854-855 [plaintiff suffered no

injury, in fact, when he received and paid an invoice for a book before the expiration

7 Section 11712.5 provides in relevant part: “It is unlawful and a violation of this
code for a dealer issued a license pursuant to this article to sell, offer for sale, or display
any new vehicle, as follows: [¶] (a) A new motorcycle unless there is securely attached
thereto a statement as required by Section 24014.”

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period because he “did not allege he did not want the book, the book was unsatisfactory,

or the book was worth less than what he paid for it”]; Peterson v. Cellco Partnership

(2008) 164 Cal.App.4th 1583, 1588, 1591 [plaintiffs were not injured by

misrepresentations regarding licensure because they “received the benefit of their

bargain, having obtained the bargained for [cellular phone] insurance at the bargained for

price”].)

Because Baker failed to show that he suffered an economic loss due to Yamaha’s

failure to supply a hang tag with the R6’s MSRP, the trial court properly found that he

lacked standing to bring a claim against Yamaha under the UCL and FAL.

3. Yamaha’s statutory violation did not cause Baker’s alleged injury.

Baker asserts that he was harmed by Yamaha’s non-compliance with

Section 24014 and TMI’s collection of money, based on its sale to him, because “money

‘may have been acquired’ by Yamaha ‘by means of such unfair competition.’” More

specifically, he argues that if TMI had used Yamaha’s hang tag, which disclosed that

transportation/freight was included, he believes it would have impacted his negotiations

because he would never have agreed to pay a freight charge of $300. We are not

persuaded.

To begin, as Yamaha points out, TMI’s allegedly improper dealer-imposed fees

have nothing to do with Yamaha. The fees were imposed at TMI’s sole discretion and

were allowed by law. (§ 24014, subd. (b)(1), (b)(2).) Likewise, Baker’s reliance on

section 24014 to create standing for his claims against Yamaha is misplaced. Although

Baker argues section 24014 “imposes shared obligations on both manufacturers and

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dealers of new, assembled motorcycles,” the language of the statute is directed at dealers,

i.e., “No dealer shall sell . . . any new, assembled motorcycle . . . unless there is securely

attached to its handlebar a label, approved by the [DMV], furnished by the

manufacturer . . . .” (§ 24014, subd. (a), italics added.) Thus, while hang tags should be

provided by the manufacturer, the statute’s mandatory provisions are aimed at dealers.

Since Yamaha is not in violation of section 24014, Baker may not state a cause of action

under the UCL’s unlawful prong. (Graham v. Bank of America, N.A. (2014) 226

Cal.App.4th 594, 610 [“A ‘violation of another law is a predicate for stating a cause of

action under the UCL’s unlawful prong.’”]

Next, we note that Baker does not dispute the fact that the dealer hang tag on his

R6 correctly listed Yamaha’s MSRP. It also listed the ADM cost and noted that the

dealer’s asking price “includes but is not limited to freight, assembly, service, dealer

insurance, profit and overhead, flooring and other costs where applicable.” Baker offers

no objection to the information contained on TMI’s hang tag. Rather, he focuses on the

fees (ADM) that TMI imposed on top of the MSRP, namely freight. But, according to

the language in section 24014, subdivision (b)(1) and (b)(2), TMI was required to

indicate the amount it was charging “over and above the suggested retail price” for

transportation and “preparation.” That is precisely what TMI did by listing the ADM in

the amount of $1,760.

Nonetheless, Baker references the language on a blank template of a Yamaha hang

tag that was created and used after he purchased his motorcycle in June 2012, and asserts

the MSRP of $10,800 for his R6 must have included freight, a fact of which he was not

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aware. The blank template of Yamaha’s hang tag includes the following language: “The

Manufacturer’s Suggested Retail Price (MSRP) shown includes the manufacturer’s

transportation charges to the dealer but not tax or title. Dealer prices may vary.”

However, it also includes line items for “Charge by Dealer for Transportation to

Dealership” and “Dealer’s Assembly & Preparation Charges,” in addition to the line item

for the MSRP. It does not refer to any motorcycle model or contain any pricing

information. We reject Baker’s assertion that the MSRP for his R6 must have included

freight.8 We conclude the assertion is based on pure speculation that Yamaha’s post-June

2012 hang tags may be applied to his purchase. They may not. More importantly, the

law allows for dealers to impose fees for legitimate freight and preparation costs, over

and above the MSRP. (§ 24014, subd. (b)(1), (b)(2).)

In short, since TMI’s hang tag provided the information required by

section 24014, Baker cannot show he was harmed by Yamaha’s failure to provide a hang

tag with the same information.

C. Baker’s Attempt to Eliminate Standing Fails.

Unable to overcome the basic fact that he has not suffered any economic damages,

Baker raises several arguments to eliminate the standing requirement. Each fails.

8 Even if the MSRP of $10,890 included freight costs of $300, Baker negotiated a
total price, including freight costs, of $10,225.06, an amount less than Yamaha’s MSRP.
Thus, Baker did not pay any freight costs over and above the MSRP.

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 1. Proof of a violation of a predicate statute is not enough to support a

UCL violation under the unlawful prong.

Baker contends Yamaha’s violation of section 24014 proves a violation of the

UCL regardless of his knowledge of Yamaha’s MSRP. Not so. Courts have consistently

held that in addition to proving a violation of the predicate statute, a plaintiff must prove

an economic injury as a result of the defendant’s unlawful conduct.9 (Kwikset, supra, 51

Cal.4th at p. 322; Veera v. Banana Republic, LLC (2016) 6 Cal.App.5th 907, 919 [A

consumer must show reliance in order to proceed with a claim under the UCL’s unlawful

prong.]; Moran v. Prime Healthcare Management, Inc. (2016) 3 Cal.App.5th 1131, 1143

[To support a private action under the UCL, a plaintiff needs to show standing by

establishing an economic injury that was caused by the “‘the unfair business practice or

false advertising that is the gravamen of the claim.’”]; Durell v. Sharp Healthcare (2010)

183 Cal.App.4th 1350, 1355 [To satisfy causation under the UCL’s unlawful prong, a

plaintiff must show actual reliance.].)

Baker’s reliance on Medrazo v. Honda of North Hollywood (2008)

166 Cal.App.4th 89 (Medrazo I) and Medrazo v. Honda of North Hollywood (2012)

9 Although Baker primarily focuses “on the UCL’s ‘unlawful’ prong,” he notes
that the UCL “has four ‘prongs’ – ‘unlawful,’ ‘unfair,’ ‘fraudulent,’ and ‘violative of the
FAL.’” However, he only makes a passing reference to the other three prongs without
offering an analysis of how Yamaha violated them. Baker has therefore forfeited any
claims on the other three prongs. (Nielsen v. Gibson (2009) 178 Cal.App.4th 318, 324
[An appellant has the burden of overcoming the presumption that a judgment is correct
by presenting “an analysis of the facts and legal authority on each point made,” and by
supporting the “arguments with appropriate citations to the material facts in the record. If
he fails to do so, the argument is forfeited.”)

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205 Cal.App.4th 1 (Medrazo II), overruled in part in Veera v. Banana Republic, LLC,

supra, 6 Cal.App.5th at p. 919 [Medrazo II went too far in stating reliance was not

required in a UCL action premised on a fraud theory], is misplaced. First, the defendant

in both Medrazo I and Medrazo II was a dealer, not a manufacturer. (Medrazo I, at

pp. 92-93; Medrazo II, at pp. 4-5.) Second, Medrazo’s economic injury under the UCL

was based on her purchase of a motorcycle from a dealer who failed to supply any hang

tag. (Medrazo I, at p. 93; Medrazo II, at pp. 4-5.) Under Medrazo’s theory, the dealer

violated sections 24014 and 11712.5 by selling motorcycles without the proper hang tag

attached. (Medrazo I, at p. 93.) In Medrazo II, the court held that the plaintiff

sufficiently established that she “suffered a concrete, particularized, and actual invasion

of an interest legally protected by section 11712.5 and section 24014, i.e., the

disclosure—before a decision to purchase a specific motorcycle is made—of the MSRP

and any dealer-added charges for all new motorcycles offered for sale. . . . [¶] [And,

she] also presented evidence of an economic injury caused by the alleged unfair

competition. She testified that she made the first two months’ payments, and owes more

than $12,000 on a motorcycle that [the dealer] allegedly was not legally allowed to sell

(or at least was not allowed to sell at the price for which it was sold) because it failed to

disclose the dealer-added charges on a hanger tag attached to the motorcycle.”

(Medrazo II, at p. 13.)

Here, in contrast, Baker’s claims are against the manufacturer, not the dealer.

Baker was provided a hang tag, which provided the correct MSRP, identified the ADM,

and stated the total price “includes but is not limited to freight, assembly, service, dealer

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insurance, profit and overhead, flooring and other costs where applicable.” Moreover,

Baker negotiated a price less than the dealer’s advertised price and Yamaha’s MSRP.

Baker therefore has no economic injury to claim. (Kwikset, supra, 51 Cal.4th at p. 322.)

2. Yamaha’s motion for summary judgment was properly granted on the

grounds Baker lacked standing.

According to Baker, since standing is merely a threshold issue, rather than an

element of his claims, Yamaha’s motion for summary judgment failed to shift the burden

to him, and the trial court should have denied Yamaha’s motion—without even

considering Baker’s evidence. We disagree.

The threshold issue of standing, i.e., the right to make a legal claim, is a question

of law, particularly where it depends on statutory provisions conferring standing.

(Babbitt v. Superior Court (2016) 246 Cal.App.4th 1135, 1143 [We review de novo

issues of standing, particularly those dependent upon a statutory authority to sue.];

see T.P. v. T.W. (2011) 191 Cal.App.4th 1428, 1433 [“The interpretation of statutory

provisions bearing on the standing issue is a question of law.”].) A defendant may defeat

an action on a motion for summary judgment without attacking each cause of action

separately by showing the action has no merit because the plaintiff lacks standing. (See,

e.g., Lickter v. Lickter (2010) 189 Cal.App.4th 712, 736 [A defendant may defeat an

action on a motion for summary judgment without attacking each cause of action

separately by showing the action has no merit because the plaintiff lacks standing.];

Scott v. Thompson (2010) 184 Cal.App.4th 1506, 1510 [“Lack of standing is a fatal

jurisdictional defect that requires judgment against the plaintiff.”]; People v. $ 28,500

15
United States Currency (1996) 51 Cal.App.4th 447, 465-467 [summary judgment on

standing in civil forfeiture action].) Here, because Yamaha demonstrated Baker’s lack of

standing, it was not required to attack each cause of action separately.

3. The trial court did not conclude that TMI’s hang tag discharged

Yamaha’s duties under section 24014.

Baker contends the trial court effectively granted summary judgment to Yamaha

on a substantial compliance theory by concluding the dealer’s disclosures adequately

informed him about the motorcycle’s price, even though Yamaha as the manufacturer

had not made any statutory disclosures. This contention is a red herring. As Yamaha

notes, Baker never made such a claim to the trial court, and the court never considered it.

Rather, the court found that Baker was not harmed by the absence of the Yamaha hang

tag because he had the same information from Yamaha as he had from TMI. Because

Baker was not harmed, he lacked “standing to assert the UCL and FAL claims.” (See

Kwikset, supra, 51 Cal.4th at pp. 322-323.) Whether Yamaha did or did not substantially

comply with section 24014 is irrelevant.

4. The trial court correctly concluded Baker’s evidence was not material to

the disposition of the motion.

Baker faults the trial court for cherry-picking the undisputed material facts and

ignoring his evidence in support of its decision. He asserts the court had no discretion to

limit its analysis to certain undisputed facts identified by Yamaha, ignore his proffered

evidence (Insalaco v. Hope Lutheran Church of West Contra Costa County (2020)

16
49 Cal.App.5th 520-522) or refuse to rule on his objections to evidence the court deemed

irrelevant.10 We reject his assertion.

Code of Civil Procedure section 437c, subdivision (c), obliges trial courts to

consider “all . . . papers submitted” in ruling on the motion, and states: “In determining if

the papers show that there is no triable issue as to any material fact, the court shall

consider all of the evidence set forth in the papers, except that to which objections have

been made and sustained by the court . . . .” While the trial court must consider all the

evidence, it need not address every fact identified in the parties’ separate statement of

“material” facts. (Eddins v. Redstone (2005) 134 Cal.App.4th 290, 318 [The trial court

cannot be expected to address expressly every piece of evidence contained in a

voluminous record, much less address evidentiary items on which a party has not relied

to create a disputed issue of material fact.].)

Code of Civil Procedure section 437c, subdivision (q), provides that “[i]n

granting . . . a motion for summary judgment . . . , the court need rule only on those

objections to evidence that it deems material to its disposition of the motion. Objections

to evidence that are not ruled on for purposes of the motion shall be preserved for

appellate review.” (See Rodriguez v. Department of Transportation (2018)

21 Cal.App.5th 947, 953, 961 [“The trial court also declined to rule on [defendant’s]

objections because [plaintiff’s] evidence was not material to the trial court’s disposition

10 In its ruling, the trial court stated, “The Court does not rule on any of plaintiff’s
evidentiary objections because none of the evidence to which they relate is relevant to the
Court’s analysis.”

17
of the motion. . . .”].) “[I]f the trial court fails to rule expressly on specific evidentiary

objections, it is presumed that the objections have been overruled, the trial court

considered the evidence in ruling on the merits of the summary judgment motion, and the

objections are preserved on appeal.” (Reid v. Google, Inc. (2010) 50 Cal.4th 512, 534.)

Here, summary judgment was granted on the grounds Baker lacks standing

because the undisputed evidence11 shows he was not harmed by the absence of the

Yamaha hang tags. In reaching its decision, the trial court considered the evidence “it

deem[ed] material to its disposition of the motion.” (Code Civ. Proc., § 437c, subd. (q).)

While Baker may disagree with the trial court’s resolution of his evidentiary claims, he

has not been prejudiced by any alleged procedural error.

5. The trial court properly granted summary judgment in favor of Yamaha

on Baker’s common law aiding and abetting claim.

Finally, Baker contends the trial court erred in adjudicating his common law

aiding and abetting claim in Yamaha’s favor because the common law claim does not

11 Citing Code of Civil Procedure section 2025.620, subdivision (b), Baker
contends Yamaha’s motion “improperly relied on its own deposition testimony as its sole
support for those facts, even though C.C.P. § 2025.620(b) only permits an adverse party
to use its deposition in support of its motion.” Not so. Code of Civil Procedure section
437c, subdivision (b)(1), lists depositions among the documentation appropriate for use
in support of a summary judgment motion. Also, “[a]ny party may use a deposition . . .
for any other purpose permitted by the Evidence Code.” (Code Civ. Proc., § 2025.620,
subd (a); see In re Automobile Antitrust Cases I & II (2016) 1 Cal.App.5th 127, 143
[“[P]ursuant to section 2025.620 of the Code of Civil Procedure . . . ‘[a]t the trial or any
other hearing in the action, any part or all of a deposition may be used against any party
who was present or represented at the taking of the deposition . . . so far as admissible
under the rules of evidence applied as though the deponent were then present and
testifying as a witness . . . .’”].)

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impose standing requirements imposed on the UCL/FAL aiding and abetting claim, and

there are triable issues of material fact as to whether Yamaha helped TMI commit a

prohibited act. As we explain, we disagree.

Aiding and abetting, though like conspiracy, involves distinct elements.

(American Master Lease LLC v. Idanta Partners, Ltd. (2014) 225 Cal.App.4th 1451,

1475.) “Liability may . . . be imposed on one who aids and abets the commission of an

intentional tort if the person (a) knows the other’s conduct constitutes a breach of duty

and gives substantial assistance or encouragement to the other to so act or (b) gives

substantial assistance to the other in accomplishing a tortious result and the person’s own

conduct, separately considered, constitutes a breach of duty to the third person.”

(Saunders v. Superior Court (1994) 27 Cal.App.4th 832, 846.) Technically, aiding and

abetting is not a distinct cause of action. Rather, it is a theory of joint liability for a tort.

(Scott v. JPMorgan Chase Bank, N.A. (2013) 214 Cal.App.4th 743, 762.) “‘A plaintiff’s

object in asserting such a theory is to hold those who aid and abet in the wrongful act

responsible as joint tortfeasors for all damages ensuing from the wrong.’” (Berg & Berg

Enterprises, LLC v. Sherwood Partners, Inc. (2005) 131 Cal.App.4th 802, 823, fn. 10.)

To begin, Baker’s common law aiding and abetting claim fails because Baker is

unable to demonstrate an economic injury caused by Yamaha. (American Master Lease

LLC v. Idanta Partners, Ltd., supra, 225 Cal.App.4th at p. 1476 [“‘[C]ausation is an

essential element of an aiding and abetting claim, i.e., plaintiff must show that the aider

and abettor provided assistance that was a substantial factor in causing the harm

suffered.’”].) As previously stated, Baker has not shown that he suffered any harm

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caused by Yamaha’s failure to provide a hang tag with his R6’s MSRP: Baker paid more

than $600 less than Yamaha’s MSRP, and thousands of dollars less than TMI’s asking

price. Moreover, Baker is unable to show that Yamaha had knowledge of TMI’s alleged

wrongful conduct and provided substantial assistance in accomplishing a tortious result.

(Berg & Berg Enterprises, LLC v. Sherwood Partners, Inc., supra, 131 Cal.App.4th at

p. 823, fn. 10 [Aiding and abetting “‘necessarily requires a defendant to reach a

conscious decision to participate in tortious activity for the purpose of assisting another in

performing a wrongful act.’”].)

According to the evidence, Yamaha is a wholesale distributor that has no

knowledge about, or control over, the prices its dealers charge in their retail transactions,

including charges for freight and preparation. Yamaha also has no control over its

dealers’ use of Yamaha provided hang tags. The amount dealers charge for Yamaha

products has no effect on the amount Yamaha receives because dealers are invoiced a

specific amount for products ordered prior to their sale, and the pricing that Yamaha sets

for its products is uniform across the entire country regardless of dealers’ retail prices.

Nonetheless, according to its dealer agreements, dealers, including TMI, are required to

“‘conduct and maintain at all times its sales and service operations in strict compliance

with all applicable federal and state laws and regulations, county and city ordinances and

regulations and any other applicable law, regulation or ordinance.’” From the evidence

before the trial court, one cannot infer Yamaha had knowledge of TMI’s conduct

surrounding the sale of its R6 to Baker. Absent some indication of participation or

support of wrongful conduct, there is no connection between Yamaha and TMI’s alleged

20
wrongdoing. The only business practice Yamaha has engaged in is distributing its

products in a lawful manner to licensed dealers. (See In re Firearm Cases (2005) 126

Cal.App.4th 959, 982, 985 [“[E]vidence presented did not show that any defendant had

actual knowledge that specific retailers were illegally supplying guns to the crime gun

market or took any action to aid or encourage such activity.”].)

Having reviewed the record de novo, we conclude Baker did not offer evidence

that would show the existence of a triable issue of material fact as to Yamaha’s

knowledge and intent to support a claim for aiding and abetting. The trial court therefore

did not err in granting summary judgment on this cause of action.

D. Baker’s Request for Leave to Locate a “Harmed” Class Member and File an

Amended Complaint.

In his reply brief, Baker requests leave to amend so that a substitute harmed

plaintiff can replace him. He cites Branick v. Downey Savings & Loan Assn. (2006) 39

Cal.4th 235, 243 (Branick), and Troyk v. Farmers Group, Inc. (2009) 171 Cal.App.4th

1305, 1352, without any analysis of their legal authority. We note that in Branick, the

case was on appeal when Proposition 64 was adopted (Gen. Elec. (Nov. 2, 2004)). Thus,

the Court of Appeal allowed the matter to be remanded to determine whether the

circumstances warranted granting leave to amend. (Branick, supra, 39 Cal.4th at

pp. 242-244.) Unlike Branick, this case was filed several years after Proposition 64 was

adopted. Moreover, Baker makes no representation that other harmed plaintiffs exist.

(Fontenot v. Wells Fargo Bank, N.A. (2011) 198 Cal.App.4th 256, 273-274 [no abuse of

discretion to deny leave to amend where there is no reasonable possibility that plaintiff

21
can cure the defect], overruled in part on other grounds by Yvanova v. New Century

Mortgage Corp. (2016) 62 Cal.4th 919, 939.) Accordingly, we deny the request.

III. DISPOSITION

The judgment is affirmed. Yamaha to recover costs on appeal.

NOT TO BE PUBLISHED IN OFFICIAL REPORTS

McKINSTER
Acting P. J.
We concur:

SLOUGH
J.

FIELDS
J.

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APPENDIX A

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APPENDIX B

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