American Loan Corp. v. California Commercial Corp.

• Decision Date: 02 January 1963
• Citation: 27 Cal.Rptr. 243,211 Cal.App.2d 515
• Court: California Court of Appeals Court of Appeals
• Parties: AMERICAN LOAN CORPORATION and Marvin Bledsoe, Plaintiffs and Respondents, v. CALIFORNIA COMMERCIAL CORPORATION, a corporation, and John Rooney Defendants and Appellants. Civ. 6886.

Page 243

27 Cal.Rptr. 243

211 Cal.App.2d 515

AMERICAN LOAN CORPORATION and Marvin Bledsoe, Plaintiffs and Respondents, v. CALIFORNIA COMMERCIAL CORPORATION, a corporation, and John Rooney Defendants and Appellants.

Civ. 6886.

District Court of Appeal, Fourth District, California.

Jan. 2, 1963.

Thompson & Colegate, Riverside, for appellants.

Marvin Bledsoe, Ontario, in pro. per., for respondents.

SHEPARD, Justice.

This is an appeal by defendants from a judgment for plaintiffs in an action for damages and injunction on account of alleged unfair use of business secrets.

FACTS

Plaintiff Marvin Bledsoe is the sole stockholder in the corporate plaintiff. He is a licensed real estate broker. Defendant John M. Rooney is the salaried president of the corporate defendant, which has three directors, himself, his mother and his wife. No stock was ever issued and there have been no corporate profits.

Plaintiffs commenced an investment business in Riverside County in 1954 consisting principally of purchase and sale of secured loans on real property. In January 1955, defendant Rooney became an employee of plaintiff. At that time plaintiffs had about 25 customers. When Rooney terminated his employment, about August 1, 1956, plaintiffs had 125 to 150 customers. Rooney organized the corporate defendant August 13, 1956 and engaged in the same type of investment business. The plaintiffs received from some of their investors deposits of money for purchase of securities. Some deposited money and received an interest check monthly. Those customers repeating deposits in the trust account for buying trust deeds were termed 'investors' by Bledsoe. He testified that out of about 150 customers on his list, 25 or 30 were 'investors.' He named 26. He described several methods of financing through what amounted to loans with trust deeds as collateral security as well as direct sales of the securities themselves and some unsecured accounts. Part of the profits of the business came from fees for new loans as well as brokerage fees. He described the operation as a complicated business which took time to learn, stating that plaintiffs' method of 'trust account' operation with a reserve account for delinquent collections was peculiar to plaintiffs until defendants opened their business; that he knew of no other company using it and that in order that it be understood by employees, he developed, over a period of months, for the confidential use of employees, a training manual covering all phases of the business. Rooney had a copy of this manual. In May 1956, by letter, Rooney indicated an intention to leave plaintiffs' business but discussions showed that he wanted to have a sort of semi-attachment to plaintiffs' business, by which he would service plaintiffs' customers and pay 10% of the gross profits to plaintiffs.

Bledsoe further testified that this tentative agreement was under discussion between Rooney and himself during the summer of 1956 to the general effect that Rooney would open an office in the town of Arlington; that Rooney would pay to plaintiffs 10% of the gross received by Rooney from customers of plaintiffs. Apparently Bledsoe believed that an agreement had been reached for Rooney to operate the Arlington office as a part of or in cooperation with plaintiffs, but about the middle of October 1956 Rooney denied the agreement and refused to pay. At that time plaintiffs owned the Riverside and Pomona offices but the San Bernardino and Los Angeles offices were owned by Bledsoe's brother and brother-in-law. They had no license and the inference is that they operated under plaintiffs' license. Bledsoe estimated a net commission profit of 10%.

Bledsoe identified many of his customers as living outside the Riverside community, examples being customers from Banning, Venice, San Bernardino, Elsinore, Los Angeles, and two in Texas. Most loans involved recordation of a deed of trust but the beneficiaries' address was indicated as of plaintiffs' place of business. The addresses of those customers not living in the Riverside area were not easily obtainable from any other source than plaintiffs' card index file. Only the contacts made by plaintiff would convey the knowledge of the type of investment the customer would be attracted to.

Witness Hammett largely corroborated Bledsoe's testimony. He explained that the escrow business was handled by a subsidiary corporation called the American Interest Corporation, which was part of plaintiffs' business; that Rooney was made president of that corporation and was an officer of plaintiff corporation; that in July 1956 Rooney stated he was going to Arlington to open a branch office of plaintiff corporation; that Rooney, after opening the Arlington office, did, on some occasions, in response to telephone inquiries, promise to send in something to the plaintiffs on account but finally, about October, said he would pay nothing. During these conversations, numbering five or six, the payment by Rooney to plaintiffs of 10% of the commissions collected by Rooney from transactions with regular customers of plaintiffs was discussed; that Rooney stated that the commission of 10% would come to the Riverside office (meaning plaintiffs' office).

Witness Thomas, a current competitor of plaintiffs, testified to several elements of plaintiffs' business that were unique in this type of business in the Riverside-San Bernardino area, including the trust account, the borrower escrow instruction, the payment purchase plan; the similarity of plaintiffs' operation to some parts of bank operations; that a list of regular investors is not easy to obtain; that he has a regular investors' list of his own with each investor's peculiarities listed; that the only way he knows to obtain the details of the payment purchase plan is to buy a franchise from the National Mortgage Company, upon the purchase of which a book explaining the plan is furnished; that the only such franchise purchase he knew of cost $3,500; that the witness' forms are not available to competitors; that the witness tried to locate an investor named as one of plaintiffs' customers but could not do so; that to get started he advertised in the newspaper and inquired among friends.

The testimony for defendants was that John Rooney was employed by plaintiffs during 1955 and part of 1956; that he had been an attorney for some years in Wisconsin; that plaintiffs had a list of investors in a card index file totalling 125 to 150; that Rooney set up his trust account operation in a fashion similar to plaintiffs'; that he took duplicates of plaintiffs' card index customer list when he left plaintiffs' business, having one of plaintiffs' secretaries type a list from the cards; that when he went into business he sent an announcement thereof to all those on plaintiffs' investor list who were classified in the evidence as repeat investors; Rooney was vague about what material was contained in the announcement; defendants made personal contact with at least 15 of said investors; Rooney sent them his monthly bulletin; that the recorded trust deed which defendants referred to as a source of public information regarding investors does not give pertinent addresses or other information contained in said card index and Rooney does not know any other single source of such information but that it could be accumulated. Defendants' books showed that total commissions were $79,710.33 from about 600 customer transactions; that of this number more than 350 were with customers on the list Rooney had taken from plaintiffs. Testimony of defendants further showed that for the period of August 1956 through July 1957 the total commissions received by defendants from customers appearing on the list taken from plaintiffs was $23,377.00; that on June 27, 1956 defendant Rooney received a letter from plaintiffs stating that plaintiffs were about to get out a brochure showing defendants' Arlington address; defendants replied on June 30, 1956, giving such address without indicating that it should not be used. Bledsoe had testified that as a result of his understanding with defendant Rooney, Bledsoe had printed five to ten thousand brochures with Rooney's name and Arlington address included thereon; that some of these were sent out, but that as soon as Rooney denied the contract the rest were destroyed.

SUFFICIENCY OF EVIDENCE

Defendants contend that the evidence was insufficient, as a matter of law, to sustain the findings and judgment. In considering such a contention we must first bear in mind the oft repeated rule that,

"When a finding of fact is attacked on the ground that there is not any substantial evidence to sustain it, the power of an appellate court begins and ends with the determination as to whether there is any substantial evidence, contradicted or uncontradicted, which will support the finding of fact,' and 'When two or more inferences can reasonably be deduced from the facts, a reviewing court is without power to substitute its deductions for those of the trial court.' (Cita.)

"Appellate courts * * * if there be any reasonable doubt as to the sufficiency of the evidence to sustain a finding, should resolve that doubt in favor of the finding; and in searching the record and exploring the inferences which may arise from what is found there, to discover whether such doubt or conflict exists, the court should be realistic and practical." (Brewer v. Simpson, 53 Cal.2d 567, 583[1, 2], 2 Cal.Rptr. 609, 616, 349 P.2d 289, 296, quoting from Grainger v. Antoyan, 48, Cal.2d 805, 807[1, 2], 313 P.2d 848.)

Respecting the type of problem particularly presented by the case at bar it has been said that the...