Charpentier v. L.A. Rams Football Co., Inc.

• Citation: 89 Cal.Rptr.2d 115,75 Cal.App.4th 301
• Decision Date: 28 September 1999
• Docket Number: No. G020702.,G020702.
• Court: California Court of Appeals Court of Appeals
• Parties: Larry CHARPENTIER, Plaintiff and Appellant, v. LOS ANGELES RAMS FOOTBALL COMPANY, INC., Defendant and Respondent.

89 Cal.Rptr.2d 115

75 Cal.App.4th 301

Larry CHARPENTIER, Plaintiff and Appellant, v. LOS ANGELES RAMS FOOTBALL COMPANY, INC., Defendant and Respondent.

No. G020702.

Court of Appeal, Fourth District, Division 3.

September 28, 1999.

Rehearing Denied October 27, 1999.

Review Denied January 25, 2000.

Paul A. Wollam, Newport Beach, and W. Bradley Thomas, for Plaintiff and Appellant.

Irell & Manella, Los Angeles, Gregory R. Smith, Michael G. Ermer and Leigh T. Combs, for Defendant and Respondent.

OPINION

CROSBY, J.

Larry Charpentier is a former Los Angeles Rams season ticket holder who alleges the team breached a contract and defrauded him when it moved from Anaheim to Missouri after the 1994 season. The superior court concluded plaintiffs complaint did not state a cause of action against the Rams and dismissed the case. We affirm in part and reverse in part.¹

I

Charpentier's second amended complaint (originally a class action below)² alleges that beginning in 1946, the Rams "agreed to offer plaintiff [or his predecessor] the right to `renew' his season ticket in a subsequent year in return for [ ] purchasing season tickets in the present year." Plaintiff was permitted to renew or upgrade his seat through the 1994 season. Tickets were allocated on a seniority basis and lost preference if not renewed annually. A licensing agreement fee had never been required. When the Rams moved from Los Angeles to Anaheim after the 1979 season, holders of season tickets were granted the right to comparable seats at the new facility down the freeway from its "parent" city.

Plaintiff pleads he purchased tickets for the 1994 season believing he could renew the following year. The renewal form (attached to the complaint) provided as follows: "YOUR SEASON RESERVATION IS VALUABLE [¶] 1. You have the privilege to renew reserved seat locations for the upcoming season. [¶] 2. You may also purchase reserved seat locations for Divisional and Conference Playoff games played at the Anaheim Stadium. [¶] IMPORTANT CONDITIONS OF TICKET PURCHASE [¶] 1. The name on the first line of the front-side address box is the company or person with the renewal privilege. [¶] 2. The renewal privilege contained in the purchase is NOT TRANSFERABLE and ownership of the seat locations is not implied, [¶] 3. NO CANCELLATIONS will be accepted or refunds made on Season Reservations after June 1. [¶] 4. It is understood that all reserved seat locations are subject to final approval by the Los Angeles Rams Football Company"

Plaintiff alleged he did not purchase the tickets "with the intent of watching a poor performing football team play for the 1994 season, only to have the team leave at the end of the year. Instead, [he] purchased [his seat] merely to `reserve' the seat location of [his] season tickets in the future when [he] hoped that Defendant would provide a quality professional football team product."³

In May 1994, defendant announced an intention to invoke an "escape clause" in the stadium lease with the City of Anaheim. The clause had been obtained from the city in 1990, but this fact was not disclosed until 1994. Defendant had "indicated there was no intention to move the team" out of the area and "no discussions had taken place with other cities with regards to a move."

These representations were false, says the complaint. In truth, defendant "had engaged in a long term plan [with the intent] to move the team out of [the] area." The team had hired consultants and discussed a move with other cities: "Defendant had no intention of renewing existing ticket holders[`] season tickets for the 1995 season as set forth in the 1994 renewal form." Defendant knew its representations were false but made them purely "to maintain and manipulate the sales of tickets to season ticket holders and to [ ] game day purchasers." Plaintiff was unaware of the falsity of these representations and relied on them to purchase season tickets through the 1994 season.

In January 1995, defendant announced it was moving to St. Louis. It began selling tickets there under a "licensing fee arrangement." Defendant did not provide plaintiff with a renewal form or offer to sell him tickets for 1995. During the five years previous to the 1995 season, it is alleged that defendant purposefully fielded a poor football team (23 wins in 80 games), allowed star players to leave, and otherwise mismanaged the team to the detriment of season ticket holders in order to reap greater profits.

Four legal theories were advanced: breach of contract, intentional misrepresentation, concealment, and breach of the implied covenant of good faith and fair dealing. Plaintiff sought injunctive relief (including the renewal of season tickets in Southern California and without payment of a licensing fee), declaratory relief, damages (compensatory and punitive), and attorney fees.

The Rams demurred and requested judicial notice. The team argued the complaint did not state a cause of action for breach of contract because the express written terms of the season ticket holder agreement disproved any implied contract to renew in future years. Further, no reasonable person would believe such an implied contract existed based on the facts alleged in the complaint. According to defendant, plaintiff had "at most a revocable license to attend specified games as a matter of law, and [ ] no right to purchase future season tickets." Defendant also urged the statute of frauds barred the contract claim. Finally, the complaint did not allege mutual assent and consideration.

As for the fraud/concealment claims, defendant argued plaintiff did not allege misrepresentation of any material fact, nor reasonable reliance on any allegedly misrepresented fact. Defendant added plaintiff had admitted in earlier pleadings that the alleged misrepresentation did not exist. Further, fraud was not pleaded with the requisite specificity.

Finally, aver the Rams, there was no breach of the implied covenant of good faith and fair dealing because the team did nothing to prevent performance of the season ticket holder agreement. The Rams did play home games promised for seasons in which tickets were sold, and there was no promise of a winning season.

II

The rule applicable in this arena does not favor the Rams. Here we deal in virtual reality, as the modern phrase goes: A demurrer admits all material facts properly pleaded, and because review of a ruling on a demurrer is a pure legal question, the trial court's determination is entitled to no deference from us.⁴ We must afford a reasonable interpretation of the complaint read as a whole with its parts in context. (Blank v. Kirwan (1985) 39 Cal.3d 311, 318, 216 Cal.Rptr. 718, 703 P.2d 58.) If the factual allegations of the complaint are adequate to state a cause of action under any legal theory, the demurrer must be overruled. (Quelimane Co. v. Stewart Title Guaranty Co. (1998) 19 Cal.4th 26, 38, 77 Cal.Rptr.2d 709, 960 P.2d 513.)⁵ We can only uphold a general demurrer sustained without leave to amend if it appears there is no cause of action stated under applicable substantive law. (Vater v. County of Glenn (1958) 49 Cal.2d 815, 821, 323 P.2d 85.)

Defendant first argues that plaintiff lacks (or is judicially estopped to assert) standing to appeal. A complaint filed by a party who lacks standing is subject to demurrer: "[A] complaint by a party lacking standing fails to state a cause of action by the particular named plaintiff, inasmuch as the claim belongs to somebody else. [Citations.] A more accurately stated rationale would be that there is a defect in the parties, since the party named as plaintiff is not the real party in interest." (Cloud v. Northrop Grumman Corp. (1998) 67 Cal.App.4th 995, 1004, 79 Cal.Rptr.2d 544.)

Fight for the Rams, then the sole named plaintiff, did claim in opposition to defendant's demurrer to the first amended complaint that plaintiff had assigned his rights as a season ticket holder to it. This was because defendant had argued that "[t]here are no allegations about just what or who `Fight For The Rams' is.... One thing is for certain, however: [It] is not a Rams season ticket holder." (Emphasis omitted.)

However, plaintiff and appellant Larry Charpentier was not named until the second amended complaint. Charpentier was thus not even a party when Fight for the Ram's opposition — where the assignment was asserted in response to the demurrer — was filed. The second amended complaint does contain factual allegations demonstrating plaintiff was a season ticket holder who asserted a contract and a right to renew his season ticket.

Significantly, defendant did not raise plaintiffs standing as an issue during the proceedings on the demurrer when it would have been a rather simple matter for Fight for the Rams to have re-assigned plaintiffs rights back to him (assuming it was true that they had ever been assigned in the first place). Amendments to substitute a plaintiff with standing for one who is not a real party in interest are freely allowed. Thus, we find the "lawyer's argument" that plaintiff lacks standing is just that, an issue to flesh out in discovery or at trial, perhaps.

III

On the merits we agree plaintiffs complaint fails to state a cause of action for breach of contract. The complaint alleged defendant "breached the implied contract when [it] announced it[s] intention to discontinue playing games in the greater Los Angeles area, and instead, indicated [it would] play the 1995 season in the City of St. Louis.... Subsequent to this announcement, [defendant] began selling tickets under a `licensing fee arrangement' in the St. Louis [area]. Defendant[] did not forward `renewal forms' to existing ticket holders, nor did [it] forward any type of literature or make any type of offers for sale of tickets to [plaintiff]." Plaintiff sought "specific performance to force [defendant] to offer season tickets for home games, without a licensing agreement...