Dilonell v. Chandler

• Decision Date: 23 March 2022
• Docket Number: B310695
• Court: California Court of Appeals Court of Appeals
• Parties: FRIDA DILONELL, Plaintiff and Appellant v. SUZANNE CHANDLER, Defendant and Respondent.

FRIDA DILONELL, Plaintiff and Appellant
v.
SUZANNE CHANDLER, Defendant and Respondent.

B310695

California Court of Appeals, Second District, Eighth Division

March 23, 2022

NOT TO BE PUBLISHED

APPEAL from orders of the Superior Court of Los Angeles County Nos. BC677717, Richard J. Burdge, Jr., Judge. Affirmed.

Andrew Schoettle for Plaintiff and Appellant.

Plotkin Marutani & Kaufman and Jay J. Plotkin for Defendant and Respondent.

STRATTON, Acting P. J.

1

This is an appeal from an action originally begun in 2017 by plaintiff Alice Jackson, who sought partition by sale of a five-unit residential rental property in Inglewood in which she owned a 50 percent interest. Defendant Suzanne Chandler owned the remaining 50 percent interest. Ultimately, in January 2021, the trial court ordered Chandler and Jackson's successor-in-interest Frida Dilonell (appellant) to accept an offer of $1.050 million for the property from a third party.

Appellant appeals from the trial court's January 25 and 26, 2021, orders determining the third party offer to be the highest offer and ordering appellant to accept the offer. She contends the trial court abused its discretion in ordering the sale of the property to a third party when she submitted a higher but technically non-compliant offer. We affirm the trial court's orders.

BACKGROUND

Although this action began in 2017, the dispute between the two owners of the property dates back to 2016, when appellant Dilonell first attempted to buy the property. Prior to that time, Jackson and Chandler had, for decades, shared ownership of the property at 703 Walnut Street without any apparent disagreements. They managed the property together until 2013, when they both signed a written agreement with MGConnection Premier Real Estate Services, a management and real estate company, to manage the property. Gail Anderson acted as the manager for MGConnection. In 2016, disputes arose between Jackson and Chandler over the management of the property, including payment of taxes and maintenance of the buildings.

2

In May 2016, after Chandler's mother died, Anderson suggested to Chandler that she sell the property. Anderson told Chandler that if she did not agree to sell, it was likely Jackson would file a partition action and force a sale. Anderson told Chandler the property was worth about $800, 000, and Chandler agreed that Anderson could try to sell it.^[1]

Anderson received a number of offers below $800, 000. On May 12, 2016, Anderson told Chandler she had received a full price offer for the property. This offer was from appellant Dilonell. Chandler wanted to review the offer, but Anderson told her there was not enough time and they would lose the offer if it was not accepted. Anderson stated she would just sign Chandler's name, and Chandler, due to Anderson's pressure, agreed. On May 14, 2016 Anderson told Chandler to send a voice mail authorizing Anderson to sign Chandler's name. Chandler left the voice mail as directed by Anderson, but believed that she was only authorizing Anderson to start the sale process, and that there was no final agreement. It is undisputed Chandler did not sign any documents, and did not give Anderson written authorization to sign on her behalf.

On May 20, 2016 Anderson told Chandler the deal had gone through. Chandler objected, but Anderson told her she could not get out of the sale. On May 27, 2016, Chandler wrote to Anderson and told her she was canceling the transaction and terminating Anderson as property manager.

3

Appellant Dilonell then brought an action against Chandler seeking, among other things, to compel arbitration of the dispute over the failed transaction. In February 2017, the trial court found Chandler did not enter into the purchase agreement because she did not give Anderson signed, written authority to sell the property on her behalf. Without a valid purchase agreement, there was no agreement to arbitrate. The court entered a judgment of dismissal in March 2017.^[2]

In September 2017, Jackson brought this action, alleging causes of action for quiet title, partition by sale, slander of title, breach of fiduciary duty, unfair business practices, intentional interference with contractual relations and prospective economic advantage, conversion, money had and received, elder financial abuse, intentional infliction of emotional distress and injunctive and declaratory relief. Her stated purpose in filing the partition cause of action was to compel the sale of the property.

In early 2018, Jackson allegedly transferred her interest in the property to appellant Dilonell and assigned to her the right to this action.^[3] In June 2018, appellant Dilonell was substituted in

4

as plaintiff. It is undisputed appellant wanted to buy Chandler's interest in the property. Appellant had obtained an appraisal of the property at $960, 000 and sought to buy Chandler's interest at the appraised value. Chandler brought two motions to have a partition referee appointed to list and sell the property. Chandler was concerned that a sale price based on an appraisal alone would not reflect the property's true value, which she believed to be about $1.5 million.

The trial court denied both motions for a partition referee and instead issued an order for the parties to appoint a neutral broker to list and sell the property. The order stated: "The sale shall be all cash with no seller financing required and no contingencies." The order also provided that after a two-week marketing period, "either party can purchase the property at the listing price without any right of first offer or first refusal. If one of the parties is the successful purchaser, then that person need only close the escrow with one half of the agreed to sales price but all other expenses of the sale shall be paid equally by the parties."

The property was listed in November 2019 for $1.5 million. During the next six months, the highest third party offer was $1 million. Dilonell offered $515, 000 "on behalf of the Wood Property [LLC]." The offer was made using a standard California Association of Realtors form for the sale of residential income property. The offer identifies the property as "703 Walnut St, Inglewood, CA 90301-0328" and shows Chandler as the only seller. On appeal, Dilonell describes this as an offer to buy Chandler's 50 percent interest in the property. So understood, this would be the equivalent of offering $1.030 million.

5

Chandler did not agree to the offer, which she described as "The Wood Property, LLC offer" and based on the agent's recommendation, requested to extend the listing. Dilonell brought an ex parte application to compel the sale of the property to her. The court denied the application and ordered the listing period extended until January 1, 2021 at the price of $1.295 million. The court's August 6, 2020, order required the parties to accept an offer at or above the listing price if the broker indicated "it is a best offer." The order permitted the parties to accept an offer for less than the listing price before January 1, 2021 if both parties agreed the offer was acceptable. The order further provided: "After January 1, 2021, the highest outstanding valid offer shall be accepted."

By the time of the January 19, 2021 status conference, there were two outstanding offers: a third party offer (the Sherriff offer) for $1.050 million and an offer from "Frida Dilonell on behalf of The Wood Property LLC" in the amount of $527, 500. The offer was on a standard form for the purchase of residential income property.

On January 25, 2021, following a discussion at the status conference, the trial court issued the following order: "Prior to the final status conference on January 19, 2021, Plaintiff [Dilonell] filed a status conference brief indicating that a third party, Abdul Sherriff, had submitted an offer for $1, 050, 000 and that Plaintiff had submitted an offer for $1, 055, 000 '($527, 500 for Chandler's 50% interest).' Plaintiff attached a written purchase offer as exhibit 1 for the purchase of 703 Walnut St., Inglewood, CA for the purchase price of $527, 500, which was represented to be her purchase offer. The offer lists Suzanne Chandler as the 'seller' in the signature block, but the offer does not indicate

6

anywhere that it is an offer or sale of Defendant's [Chandler's] interest in the property. Instead, as written, it is an offer to purchase the property and with Defendant [Chandler] selling the property, not just her interest. [¶] Accordingly, the court finds that the highest offer existing as of January 1, [2021] was the offer submitted by Mr. Sherriff, and the parties must accept that offer pursuant to the language Plaintiff [Dilonell] asked to be included in the August 6, 2020 order."

On January 26, 2021, the parties appeared before the court and stated that a stipulated settlement had been reached on the remaining accounting issues. Pursuant to this settlement, the court ordered $16, 000 of appellant's net proceeds in escrow to be disbursed to Chandler. The court also ordered appellant to sign the third party offer for the property by the end of the month. If appellant failed to comply, Chandler could bring an ex parte application to have the clerk of the court sign the offer.

DISCUSSION

The parties agree that the standard of review for the trial court's orders is abuse of discretion. We agree as well. (See, e.g., (Cummings v. Dessel (2017) 13 Cal.App.5th 589, 597; Butte Creek Island Ranch v. Crim (1982) 136 Cal.App.3d 360, 365; [partition cases]; People v. Stark (2005) 131 Cal.App.4th 184, 202 [confirmation of receivership...