Chahal v. Syprasert
| Decision Date | 25 August 2014 |
| Docket Number | F066992 |
| Court | California Court of Appeals Court of Appeals |
| Parties | SUKHA SINGH CHAHAL et al., Plaintiffs and Appellants, v. ARICH SYPRASERT et al., Defendants and Respondets. |
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS
California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or reiving 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 This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.
OPINIONAPPEAL from a judgment of the Superior Court of Tulare County. Lloyd L. Hicks, Judge.
Law Offices of William L. Cowin, William L. Cowin and Cathleen A. Cowin for Plaintiffs and Appellants.
Sullivan & Sullivan, Ryan P. Sullivan and Josh T. Fox for Defendants and Respondents Arich and Boualiene Syprasert.
Ward R. Stringham and Zachary W. Stringham for Defendants and Respondents Balwant Singh Dhaliwal, Baljinder Kaur Dhaliwal and BBP Market, Inc.
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Sukha Singh Chahal and Satvir Kaur (collectively the Chahals) leased property from Arich and Boualiene Syprasert (collectively the Sypraserts) to operate aconvenience store business they were buying from the former tenant. At that time, the Sypraserts allegedly told the Chahals that they would sell the property to them if they ever decided to sell. Thereafter the Chahals invested a significant amount of money into the business and improvements to the property. Three years later, the Sypraserts decided to sell the property and offered it the Chahals. Negotiations ensued; eventually the parties orally agreed to a price and the Sypraserts opened an escrow, but they never signed a purchase agreement or escrow instructions. Before the escrow closed, the Sypraserts sold the property to a third party, BBP Market, Inc., which is owned by Balwant Singh Dhaliwal and Baljinder Kaur Dhaliwal (collectively the Dhaliwals).
The Chahals sued the Sypraserts and Dhaliwals alleging five causes of action based essentially on breach of contract and fraud. The Sypraserts and Dhaliwals demurred to the complaint, contending the claims were uncertain and failed to state facts sufficient to constitute causes of action. The trial court sustained the demurrers with leave to amend. After the Chahals filed a first amended complaint (FAC) which included 17 causes of action, the Sypraserts and Dhaliwals again demurred. The trial court agreed no causes of action were stated, primarily because the contracts upon which the claims were based were unenforceable as they were uncertain and violated the statute of frauds. After giving the Chahals an opportunity to show how they could remedy the FAC's defects, the trial court sustained the demurrers without leave to amend.
On appeal, the Chahals contend their claims are adequately stated and, if not, they should be given leave to amend. We disagree and affirm the judgment.
On appeal from a judgment of dismissal after a demurrer is sustained without leave to amend, we assume the truth of all facts properly pleaded in order to determine whether a cause of action is stated. (Howard Jarvis Taxpayers Assn. v. City of La Habra (2001) 25 Cal.4th 809, 814; Morillion v. Royal Packing Co. (2000) 22 Cal.4th 575, 579.) Facts appearing in exhibits attached to the complaint are also accepted as true and givenprecedence over inconsistent allegations in the complaint. (Barnett v. Fireman's Fund Ins. Co. (2001) 90 Cal.App.4th 500, 505; Holland v. Morse Diesel Internal, Inc. (2001) 86 Cal.App.4th 1443, 1447.) We do not assume the truth of contentions, deductions or conclusions of fact or law. (Moore v. Regents of University of California (1990) 51 Cal.3d 120, 125 (Moore).) In accordance with these rules, we recite the facts as taken from the FAC.
In January 2008, the Chahals learned that a convenience store business in Visalia, called Som's Market, was for sale. The Chahals met with the business's owner, Mr. Somcast, who told them he was closing the business, which generated income of only about $50 per day and had inventory of less than $2,000. He showed them the lease space, which was in a "terrible, run down condition." The business had no coolers, but did have a cash register and some shelving that was in poor condition. After the Chahals expressed an interest in the business, Somcast met with the building's owners, the Sypraserts, who provided Somcast with a proposed monthly property lease form.
The Chahals do not speak, read or write English very well, so they reviewed the proposed lease with family and friends. Somcast was informed that the lease was unacceptable to the Chahals for a number of reasons, including that a month-to-month lease made no business sense since the business required significant improvements, the lease would need to be for at least 15 years comprised of three sets of five-year intervals, and the Chahals should have the right to purchase the property if the Sypraserts were going to sell it in the future. Somcast relayed these concerns to the Sypraserts. Arich Syprasert and Somcast met with the Chahals and presented a revised lease, which changed the lease to three five-year renewable terms, with a monthly rental increase at the end of each five year term. The Chahals signed the lease only after "various further promises" to protect their "planned investment of substantial funds and time." Specifically, the Sypraserts promised the Chahals that if they "would purchase the Som's Market business from Mr. Somcast, make the required improvements, and develop aviable business and then later, if the Syprasert defendants decided in the future to sell the property, the Syprasert defendants would sell the property to the Plaintiffs." The first five-year term began on March 1, 2008, and was to end on February 28, 2013.
"Based on the written agreement, the promises and the verbal agreements of the Syprasert defendants and the modified written lease contract," the Chahals purchased the business, goodwill, liquor license, personal property, cash register and shelving from Somcast for approximately $15,000. Immediately after escrow closed, the Chahals "invested huge and substantial sums of their money and their time into making long term improvements to the property," including installing an eight-door walk-in cooler, new tile flooring, new counters and shelving, an office, camera surveillance systems, and bathrooms. The Chahals invested nearly $100,000 in improvements and increased the business income from $1,500 per month to over $60,000 per month.
In October 2011, the Sypraserts told the Chahals they were thinking of selling the property and asked if they wanted to purchase it; the Chahals said they did. Negotiations ensued; Arich would stop by the store to discuss the purchase price and terms with the Chahals, who usually had family members and friends function as interpreters in negotiations. At first, the parties could not agree on the price, with the Sypraserts asking for $300,000 and the Chahals offering $250,000. The Sypraserts' lender, Mid Valley Financial Services, Inc., held a first trust deed on the property. In January 2012,1 the parties agreed to split the different in price and the Sypraserts agreed to sell the property to the Chahals for $270,000. Arich told the Chahals, "'We have a deal and I will get an escrow opened and make arrangements with Mid Valley.'"
The Sypraserts opened an escrow with First American Title Company and "made a deal with Mid Valley to allow [the Chahals] to assume financing of $235,000 plus cash to the purchase price for the property." This would require the Chahals to advance a$35,000 cash down payment. Immediately after escrow opened, the Chahals signed an authorization allowing First American Title to discuss the escrow and the Chahals' business with Mid Valley. The Sypraserts provided the Chahals with a copy of a March 2009 lease with the owner of a Chinese food restaurant located on the property the Chahals were purchasing.
In April, the escrow was ready to close; only the Sypraserts' signature was required on the closing documents. Arich, however, informed First American Title, Mid Valley and the Chahals that his wife, Boualiene Syprasert, was not available to sign the closing documents because she had gone on a month long trip to India with an Indian friend. Arich asked the parties to wait until his wife's return to execute the closing documents. Unbeknownst to the Chahals, the Indian friend that accompanied Boualiene on the trip was the best friend of the wife of Balwant Singh Dhaliwal, the Chahals' business competitor. When Balwant was informed of the Chahals' pending purchase of the Sypraserts' property, he contacted Arich and negotiated a higher purchase price for the property. The Dhaliwals and Sypraserts secretly opened escrow with Chicago Title and went forward with the transaction. On May 18, a grant deed was recorded in which the Sypraserts granted the property to BBP Market, Inc. The "Document Date" on the deed is April 30, and the Sypraserts signatures were notarized on May 1. The deed reflects that Chicago Title Company handled the escrow between the Sypraserts and Dhaliwals.
On or about May 22, Arich told the Chahals that he was going to sell the property to Balwant Singh Dhaliwal and they should start paying him rent in June. While the Chahals alleged they were financially qualified by Mid Valley to assume the $235,000 financing, they signed a final set of escrow purchase instructions, dated May 23, which estimated a closing date of June 30 and required the Chahals to pay a $35,000 down payment and obtain a "First New Loan" of $235,000. The instructions state that theescrow was contingent on the buyer and property qualifying for the new loan. The Sypraserts did not sign the instructions.
On May 24, the Chahals deposited the $35,000 down payment with First American. They also completed and executed a...
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