R&J Sheet Metal, Inc. v. Centria, Inc.

• Decision Date: 08 December 2022
• Docket Number: B304148
• Court: California Court of Appeals Court of Appeals
• Parties: R&J SHEET METAL, INC., Plaintiff and Appellant, v. CENTRIA, INC., Defendant and Respondent.

R&J SHEET METAL, INC., Plaintiff and Appellant, v. CENTRIA, INC., Defendant and Respondent.

B304148

California Court of Appeals, Second District, First Division

December 8, 2022

NOT TO BE PUBLISHED

APPEAL from a judgment of the Superior Court of Los Angeles County No. BC596858, Monica Bachner, Judge. Affirmed.

Law Offices of Alex P. Aghajanian, Alex P. Aghajanian, Gary P Simonian; Benedon & Serlin, Gerald M. Serlin and Melinda W. Ebelhar for Plaintiff and Appellant.

Sidley Austin, Jack S. Yeh, David R. Carpenter, Anna Tutundjian and Nicole M. Baade for Defendant and Respondent.

BENDIX, J.

Plaintiff and appellant R &J Sheet Metal, Inc. (R&J) appeals an order granting defendant and respondent Centria, Inc. doing business as Centria Architectural Systems' (Centria's) renewed motion to dismiss based on a Pennsylvania forum selection clause in a dealer agreement between Centria, a manufacturer, and one of Centria's authorized dealers, defendant Joseph Karcig, Inc., doing business as Architectural Systems, Inc. (ASI).^[1] Briefly summarized, R&J's cause of action against Centria is predicated on allegations that Centria violated a purchase contract between Centria and ASI by failing to provide a 20-year warranty for certain goods that ASI in turn supplied to R&J, and that R&J is a third party beneficiary of that purchase contract.

On appeal, R&J contends the trial court erred in granting Centria's renewed motion because the motion was not supported by new or different facts or circumstances as required by Code of Civil Procedure section 1008, subdivision (b);^[2] and the court lacked the authority, on its own motion, to reconsider its prior ruling denying Centria's initial motion to stay or dismiss. Regarding the trial court's power to reconsider its previous ruling on its own motion R&J maintains the court lacked that authority because it reconsidered the applicability of the forum selection clause in response to Centria's renewed motion and the court relied on evidence accompanying the renewed motion that Centria had not, but purportedly could have, submitted with the initial motion.

We conclude the trial court did not err in reconsidering its prior ruling. In Williamson v. Mazda Motor of America Inc. (2012) 212 Cal.App.4th 449 (Williamson), Division Three of the Fourth District held that one of the statutes governing inconvenient forum motions, section 410.30, confers upon a trial court the discretion to reconsider its prior order denying a motion to stay or dismiss for inconvenient forum in response to a renewed motion that is based on previously unsubmitted evidence, regardless of whether the renewed motion satisfies section 1008. Because R&J has not advanced a persuasive reason to disagree with Williamson, we adhere to that decision in accordance with the principles of stare decisis. Furthermore, we reject R&J's assertion that Williamson should not apply to the instant case, given the record shows that R&J's failure clearly to identify the contract upon which its third party beneficiary theory is based initially caused the trial court mistakenly to believe the dealer agreement's forum selection clause is inapplicable.

Turning to the merits of the dismissal order, we conclude the forms that R&J claims constitute the relevant contract between ASI and Centria are part of the same transaction as the dealer agreement that contains the Pennsylvania forum selection clause. Accordingly, the forum selection clause from the dealer agreement governs ASI's right, and, by extension, R&J's right qua asserted third party beneficiary, to bring suit against Centria. We thus affirm.

PROCEDURAL BACKGROUND^[3]

Because the genesis of Centria's renewed motion is important to our conclusion that section 410.30 authorized the trial court to reconsider its prior ruling, our discussion of the procedural history of the motion is necessarily detailed.

1. First amended complaint

On May 23, 2019, R&J filed its first amended complaint, averring claims arising out of a project at the Port of Long Beach, for which R&J claims to have purchased material and provided labor for the installation of sheet metal components.^[4] R&J alleged a single cause of action against Centria-denominated as "breach of contract [¶] (third party beneficiary)." (Boldface &capitalization omitted.)

On or about April 23, 2014, R&J made a written purchase order to ASI for "specific products and accompanying paint coatings" and a "20-year coastal finish warranty" that was required for the project. Centria was a manufacturer of certain sheet metal products, ASI was Centria's exclusive authorized agent "for the territory of Long Beach, California," and "[i]n 2014," ASI and Centria "entered into a written contract in connection with [R&J's] aforementioned purchase order." In this contract, Centria agreed to "1) manufacture all of the goods set forth in [R&J's] purchase order, 2) coat certain of those goods with the requested finish, 3) provide their standard manufacturer's warranty for the finish for the period of 20 years, as advertised, and deliver the finished goods and warranty to the project." In exchange, ASI agreed to pay Centria for the goods that R&J had ordered.

Centria was "aware of the project's specifications as it related to the goods and warranty" and "understood" that R&J "had ordered the products and standard manufacturer's warranty for the project through [Centria's] authorized dealer, [ASI], as set forth in the plans and specifications for the project." Centria breached its contract with ASI by failing to provide the standard 20-year warranty for the goods delivered.

2. Centria's initial motion to stay or dismiss

We first summarize the parties' arguments made in connection with Centria's initial motion to stay or dismiss, and thereafter discuss the trial court's consideration of those arguments and its ruling denying that motion.

A. The parties' arguments

On July 17, 2019, Centria filed a motion to stay or dismiss the action pursuant to sections 410.30 and 418.10. Centria argued that "[t]he operative dealer agreement that governs all business dealings between Centria and its authorized dealer, ASI" (2005 dealer agreement), "to which [R&J] . . . alleges to be a third party beneficiary," contains the following forum selection clause: "Any action brought under, as a result of or relating to this Agreement shall be instituted and litigated in the courts of the Commonwealth of Pennsylvania located in Allegheny County, Pennsylvania. Each party irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds, . . . and consents to the jurisdiction of said courts."

Centria argued that the 2005 dealer agreement applied to "all disputes arising from the business dealings between Centria and ASI, including the transactions that underlie this dispute." Centria contended that even though R&J did not sign the 2005 dealer agreement, R&J was bound by the agreement because R&J's "allegations against Centria are entirely based on its position that the Agreement was entered into for [R&J's] benefit." Accompanying the motion was a declaration from Centria's attorney who purported to authenticate a document submitted with the motion as a "true and correct copy" of this agreement between Centria and ASI.

R&J filed evidentiary objections to this declaration, including the paragraph in which Centria's attorney authenticated the 2005 dealer agreement, on the ground, inter alia, that his testimony in that regard lacked foundation. In its opposing brief, R&J stated: "CENTRIA did not demonstrate that the 2005 dealer contract is the operative agreement or that R&J was an intended beneficiary of it. To the contrary, R&J contended that, in addition to being a consumer of CENTRIA's product that was advertised to come with a 20-year finish warranty, it was also the beneficiary of a 2014 agreement between CENTRIA and ASI." (Italics added.)

R&J served its opposition brief and objections by mail, rather than by personal or overnight service. In the dismissal order discussed in greater detail in Procedural Background, part 3.B, post, the trial court found R&J's service of these documents was "improper" because service was not effected "in a manner reasonably calculated to ensure delivery by the next business day," but instead "gave [Centria] fewer than three days to address the arguments raised and prepare its reply brief." R&J does not dispute this finding on appeal.

In its reply, Centria asserted that R&J's "claim is premised on a complete sham." More specifically, Centria argued that to avoid the forum selection clause in the 2005 dealer agreement, R&J invoked a "phantom '2014 Agreement' between Centria and ASI" that it "ha[d] not produced despite ample opportunity to do so with the First Amended Complaint and in its Opposition."^[5]Centria reiterated its position that the 2005 dealer agreement is "the only operative agreement that governed all business dealings between Centria and its authorized dealer, ASI[,] at the time of the alleged transactions, to which [R&J] purports to be a third-party beneficiary ...."

B. The trial court's consideration of Centria's original motion to dismiss or stay and the court's denial of that motion

The trial court issued a tentative ruling indicating it intended to sustain R&J's evidentiary objections to trial counsel's testimony purporting to authenticate the 2005 dealer agreement, and to deny Centria's motion. The tentative ruling also stated that Centria "did not submit competent evidence establishing that the Dealer Agreement is the contract that [R&J] seeks to enforce as a third-party beneficiary in this action," and that Centria had not submitted competent evidence that the 200...