Filed 6/22/21 Singh v. Florin Bradshaw Investors CA3
NOT TO BE PUBLISHED
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 This opinion has not been certified for publication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
THIRD APPELLATE DISTRICT
(Sacramento)
----
KAMAR SINGH et al., C091603
Plaintiffs and Appellants, (Super. Ct. No.
34201800225360CUBCGDS)
v.
FLORIN BRADSHAW INVESTORS, LLC, et al.,
Defendants and Respondents.
Plaintiffs Kamar Singh and Kent Hoggan (collectively plaintiffs) sued defendants
Florin Bradshaw Investors, LLC, and SI Real Estate, Inc. (collectively defendants) for
declaratory relief, promissory estoppel, specific performance, and breach of contract
arising out of two land purchase agreements. Defendants prevailed on their motion for
summary adjudication or, in the alternative, summary judgment (the motion). Plaintiffs
appeal, asserting the trial court erred in granting the motion because genuine issues of
material fact exist.
1
We do not consider the merits of plaintiffs’ arguments because they have failed to
comply with several rules of appellate procedure. We thus affirm.
FACTUAL AND PROCEDURAL BACKGROUND
Plaintiffs are the assignees of two vacant land purchase agreements and joint
escrow instructions, through which plaintiffs sought to purchase two properties from
defendants. The first purchase agreement concerned a 70-lot subdivision generally
referred to as the Garcia property, which was owned by Florin Bradshaw Investors, LLC.
The second purchase agreement concerned a 30-lot subdivision generally referred to as
the Lynn property, which was owned by SI Real Estate, Inc. The close of escrow date for
both purchases was July 26, 2017. Plaintiffs were unable to close on the properties by
July 26, 2017, and defendants declined to extend the deadline and sent a letter canceling
the contracts, subject to reinstating the agreements based on mutually acceptable terms
and conditions.
In their lawsuit, plaintiffs alleged that after entering the contract for the purchase
of the Garcia property, their lender required a lot line adjustment and that the funding of
the purchase be split at 35 lots per closing. The lender further required that the closing on
the front 35 lots occur first (since that was where all access and utility stubs would start).
Plaintiffs alleged Florin Bradshaw Investors, LLC “agreed and advised” plaintiffs to
proceed with a lot line adjustment at a cost of over $15,000 and made representations that
“it would agree to split the closings onto two 35 parcel closings.” Plaintiffs alleged they
proceeded to incur additional engineering and other fees based on those representations
but, when they attempted to close on the front 35 lots of the Garcia property, Florin
Bradshaw Investors, LLC, refused to do so and instead made the “impossible demand”
that plaintiffs close on the back 35 lots first.
Plaintiffs further alleged, as to the Lynn property, they learned during the buyer
acquisition period that the property fell within a flood plain and would require additional
engineering and entitlement work, resulting in a delay of closing based on the Federal
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Emergency Management Agency’s approvals. According to plaintiffs, SI Real Estate,
Inc. “understood this process very well and was willing to work with the buyers in
determining an extended closing on this site after [the] Garcia property had closed.”
Defendants argued there were no triable issues of material fact and thus they were
entitled to judgment as a matter of law. The trial court agreed and granted summary
adjudication in favor of defendants as to: (1) the declaratory relief cause of action,
finding “[t]he undisputed material facts demonstrate the cause of action has no merit
because there is no actual justiciable controversy between the parties as the cause of
action has already accrued and the Lynn Property has been sold, Defendants did not
breach the purchase agreements and Plaintiffs committed an unexcused breach of the
purchase agreements, and Defendants did not wrongfully interfere with Plaintiff’s
performance”; (2) the promissory estoppel cause of action, finding “[t]he undisputed
material facts demonstrate the cause of action has no merit because Defendants did not
make any promise to extend the close of escrow, any alleged oral modification to the
purchase agreements is invalid because the purchase agreements exclude oral
modifications and Plaintiffs cannot establish reasonable reliance on said promise”; (3) the
specific performance cause of action, finding “[t]he undisputed material facts
demonstrate the cause of action has no merit because Plaintiffs have not performed,
tendered, or been excused for nonperformance of the contracts, Defendants did not
wrongfully interfere with Plaintiff’s performance, Plaintiffs breached the contracts, and
Defendants did not breach the contracts”; and (4) the breach of contract cause of action,
finding “[t]he undisputed material facts demonstrate the cause of action has no merit
because Plaintiffs did not perform and were not excused from performing under the terms
of the contract, Defendants did not wrongfully interfere with Plaintiff’s [sic]
performance, and [Defendants] did not breach the contracts.”
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The trial court further ruled that defendants could recover their attorney fees and
costs from plaintiffs under Code of Civil Procedure sections 1032, subdivision (b) and
1033.5, subdivision (a)(10), and Civil Code section 1717.
DISCUSSION
Plaintiffs raise two arguments on appeal.1 First, they assert, “because the question
as to whether [defendants] granted an extension for a lot [l]ine adjustment was a question
of fact, the motion should have been denied” as to the declaratory relief, promissory
estoppel and breach of contract causes of action. (Capitalization, bolding, and
underlining omitted.) Second, they argue defendants “were not entitled to summary
judgment on all causes of action because there were genuine factual disputes as regards
whether [plaintiffs] were required to close on the back 35 lots first.” (Capitalization,
bolding, and underlining omitted.)
We decline to consider the merits of plaintiffs’ arguments because plaintiffs have
failed to comply with several fundamental appellate rules in this appeal. “It is a
fundamental principle of appellate law that the lower court’s judgment is presumed to be
correct [and] [a]n appellant has the burden to overcome the presumption of correctness
and show prejudicial error. [Citation.] To satisfy this burden, the appellant must comply
with rules that ensure both parties receive a fair and complete review of their
1 We note that in the introduction of their opening brief, plaintiffs assert the trial
court erred “because there were (1) genuine issues of material fact in dispute as to
whether [defendants], by their own acts or statements, agreed to extend the closing date
on the purchase of the properties at-issue, (2) were genuine issues of material fact in
dispute as to whether [defendants] were estopped from claiming non-performance by
[plaintiffs]; and (3) there were genuine issues of material fact regarding whether the
[defendants] could retain all deposits that were made for the purchase.” We address only
the arguments raised by appropriate headings in the argument portion of plaintiffs’
opening brief. “Failure to provide proper headings forfeits issues that may be discussed
in the brief but are not clearly identified by a heading.” (Pizarro v. Reynoso (2017) 10
Cal.App.5th 172, 179.)
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contentions.” (Silva v. See’s Candy Shops, Inc. (2016) 7 Cal.App.5th 235, 260,
disapproved on another ground in Donohue v. AMN Services, LLC (2021) 11 Cal.5th 58,
77.) Plaintiffs have failed to carry their burden.
First, we are unable to conduct an appropriate review of the trial court’s ruling
because plaintiffs have failed to provide an adequate record on appeal. As plaintiffs’
appropriately note, we review the grant of a motion for summary judgment or
adjudication de novo to determine whether the moving party met its burden of proof.
(Lewis v. County of Sacramento (2001) 93 Cal.App.4th 107, 116.) As a result, we
assume the role of the trial court by independently examining the record and evaluate the
correctness of the trial court’s ruling, not its rationale. (Moore v. William Jessup
University (2015) 243 Cal.App.4th 427, 433.) Although de novo review is an expansive
standard, our review is limited to the issues that plaintiffs identify and adequately brief.
(Christoff v. Union Pacific Railroad Co. (2005) 134 Cal.App.4th 118, 125.)
We are unable to conduct a de novo review here because plaintiffs have failed to
include in the record several documents critical to our review, such as the memorandum
of points and authorities in support of the motion and the separate statements of
undisputed material facts, including responses. “We should not have to point out to
counsel who should be well-versed in appellate procedure that the appellant has the
burden of affirmatively demonstrating error by providing an adequate record. [Citations.]
A necessary corollary to this rule is that if the record is inadequate for meaningful review,
the appellant defaults and the decision of the trial court should be affirmed.” (Mountain
Lion Coalition v. Fish & Game Com. (1989) 214 Cal.App.3d 1043, 1051, fn. 9.)
Plaintiffs’ assertion in their reply brief that defendants were required to counter-designate
the record on appeal does not excuse plaintiffs’ failure to carry their own burden.
Second, plaintiffs have run afoul of the rule that an appellant’s brief must provide
“a summary of the significant facts” relevant to the appellate issues raised in the case.
(Cal. Rules of Court, rule 8.204(a)(2)(C).) Plaintiffs have made no attempt to do so in
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this appeal. In the statement of facts in plaintiffs’ opening brief, plaintiffs summarized
only the evidence they believe favors their position on appeal and ignored all of the
evidence presented by defendants and relied upon by the trial court. “A summary
judgment motion triggers a procedure in which the parties pierce the pleadings to
determine whether there are disputed facts and thus whether a trial is necessary to resolve
the dispute. [Citation.] Thus, when a summary judgment is challenged, a reviewing
court must examine the facts presented by the parties to determine whether summary
judgment or summary adjudication was warranted. By failing to describe all of the
evidence proffered in the proceedings, [plaintiffs] did not satisfy [their] appellate
burden.” (Silva v. See’s Candy Shops, Inc., supra, 7 Cal.App.5th at p. 260.) Without a
fair recitation of the evidence, this court could address the merits of this appeal only by
combing through the inadequate appellate record to unearth some of the pertinent pieces
of evidence. We decline to do so.
Third, as in the trial court, plaintiffs have failed to provide any reasoned analysis
applying legal principles to the facts of this case such that we can follow plaintiffs’
reasoning in reaching the conclusions they ask us to reach. In the trial court’s ruling, the
trial court “observe[d] that Plaintiffs’ opposition [wa]s minimal, simply cite[d] to legal
cases without providing any legal analysis as to how the cases apply to the facts here.”
The same holds true in this appeal.
As to the first argument on appeal, plaintiffs identify several legal authorities in
their opening brief pertaining to contract modification principles, oral contracts, the
doctrine of past performance, and estoppel. Plaintiffs then conclude in a succinct fashion
that, because “[t]here was conflicting evidence as to whether the [defendants] agreed to
extend the closing until after the lot line adjustment was approved by the County” and
defendants “signed an Application for a Lot Line Adjustment,” “there were genuine
questions of material fact as to whether [defendants] were estopped from cancelling the
closing and whether the purchase agreement was modified orally.” Plaintiffs fail,
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however, to provide cogent reasoning by applying the legal principles asserted in their
brief to the facts in this case and thus fail to disclose the reasoning by which they reached
the conclusions they ask us to adopt. We may and do disregard such arguments. (United
Grand Corp. v. Malibu Hillbillies, LLC (2019) 36 Cal.App.5th 142, 153; Allen v. City of
Sacramento (2015) 234 Cal.App.4th 41, 52 [“citing cases without any discussion of their
application to the present case results in forfeiture”].) We further note plaintiffs’
assertion in their first argument that they relied on the closing extension “in spending
funds for the application and for engineering” is unsupported by a citation to the record.
(Nwosu v. Uba (2004) 122 Cal.App.4th 1229, 1246 [“ ‘[i]f a party fails to support an
argument with the necessary citations to the record, . . . the argument [will be] deemed to
have been [forfeit]ed’ ”].)
As to the second argument on appeal, plaintiffs again present no cogent legal
argument as to the existence of a genuine factual dispute that plaintiffs were required to
close on the back 35 lots of the Garcia property. Plaintiffs merely set forth legal
principles with regard to a claim for specific performance when a party is ready, willing,
and able to perform on the contract and then in a conclusory fashion assert they were
“ready, willing, and able to close on the front 35 lots and [defendants] refused” and “were
also willing and able to close on the Lynn contract once [the Federal Emergency
Management Agency] approval has been had, as agreed by the parties.” Nothing in these
conclusory assertions explains how there is any existence of a genuine factual dispute
that plaintiffs were required to close on the back 35 lots of the Garcia property.
Fourth, we do not consider plaintiffs’ apparent argument that defendants “agreed
to extend the closing on the Lynn contract until approved from [the Federal Emergency
Management Agency]” under the heading that a disputed question of fact exists as to the
extension of the closing on the Garcia property because: (1) it was not asserted under a
separate heading (Pizarro v. Reynoso, supra, 10 Cal.App.5th at p. 179 [“Failure to
provide proper headings forfeits issues that may be discussed in the brief but are not
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clearly identified by a heading”]); and (2) plaintiffs’ citation in support of the assertion --
to page 33 of the clerk’s transcript on appeal -- is to a page that merely sets forth the
definitions for various terms in special interrogatories propounded by SI Real Estate, Inc.
on Hoggan, and thus does not support plaintiffs’ assertion.
Finally, although plaintiffs assert in the introduction of their opening brief that
they seek reversal of the trial court’s award of attorney fees, they do not assert any
argument in that regard. As explained ante, we do not consider conclusory arguments
presented in the absence of an appropriate heading and legal analysis.
For the foregoing reasons, we do not consider the merits of plaintiffs’ arguments
and conclude no error was demonstrated on appeal.
DISPOSITION
The judgment is affirmed. Defendants shall recover their costs on appeal. (Cal.
Rules of Court, rule 8.278(a)(1)-(2).)
/s/
Robie, J.
We concur:
/s/
Blease, Acting P. J.
/s/
Hull, J.
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