Lair v. Vinci, D048964 (Cal. App. 10/7/2008)
| Decision Date | 07 October 2008 |
| Docket Number | D048964 |
| Parties | MARC D. LAIR et al., Plaintiffs and Appellants, v. RONALD C. VINCI et al., Defendants and Appellants. |
| Court | California Court of Appeals Court of Appeals |
Appeals from a judgment of the Superior Court of San Diego County, No. GIC807244, John S. Meyer, Judge. Affirmed in part, reversed in part and remanded with directions. Motions to dismiss appeal and for sanctions denied.
In the second set of appeals in this case, plaintiffs and appellants Marc Lair, Equitable Medical Properties, LLC and The Equitable Group, Inc. appeal from a judgment entered after this court's remand with directions that the trial court enter judgment on the jury's special verdict awarding Lair $650,000 in quantum meruit damages against defendant Ronald Vinci, and awarding Vinci money damages on his causes of action for breach of an option agreement and two notes secured by specified property (Lair v. Vinci (Dec. 5, 2005, D043433) [nonpub. opn.].) The trial court's ensuing judgment states that "Lair[] shall have and recover . . . judgment in the sum of $650,000" against Vinci. The judgment further awards Vinci possession of a Beechcraft Baron airplane. The court found no party prevailed in the action for purposes of attorney fees and costs.
On appeal from the judgment, Lair contends (1) the trial court's exclusion of Equitable Medical Properties, LLC and The Equitable Group, Inc. from the quantum meruit judgment contravenes this court's prior opinion and the jury's special verdict; (2) Vinci's damage award under one of the notes (the "Lancair note") must be vacated due to Vinci's seizure and sale of the underlying security; and (3) the award to Vinci of possession of the Beechcraft Baron is unjust, punitive, and constitutes an improper double recovery.
Vinci also appeals from the judgment, contending: (1) he is entitled to an award of attorney fees and costs incurred on the note claims and also in defending against Lair's claims of an asserted joint venture; (2) the jury's quantum meruit award is without legal basis, inconsistent with the special verdict findings upholding the option agreement, excessive, and unsupported by substantial evidence; (3) the trial court prejudicially erred by refusing to instruct the jury as to Lair's willful suppression of evidence and duty to account to Vinci; and (4) the court erred by granting a nonsuit on Vinci's causes of action for negligent and intentional infliction of emotional distress.
We conclude the court erred in determining Vinci was not a prevailing party under Civil Code section 1717 with respect to his breach of contract cause of action on the Lancair note, and reverse that portion of the judgment awarding attorney fees and costs as to that cause of action with directions stated below. Otherwise, we affirm the judgment.
We detailed the underlying facts concerning the parties' various transactions in our prior unpublished opinion, Lair v. Vinci, supra, D043433, and need not repeat them in full here. It suffices to summarize that in 2001, Vinci loaned Lair certain sums of money as reflected in an installment note secured by an airplane hanger and helicopter (the May 2001 note) and a promissory note secured by a Lancair airplane (the Lancair note), which money was in part used by Equitable Medical Properties, LLC toward the purchase of a commercial building (the property). (Id. at pp. 3-4.) After Lair transferred all interest in the property to Vinci, he and Vinci entered into an "Exclusive Option to Purchase Property" (the option) in which Vinci granted Equitable Medical Properties, LLC an option, expiring in November 2002, to purchase the property at a specified price in exchange for specified monthly payments. (Id. at p. 4.) Thereafter, Lair spent time making and supervising improvements on the property, and collecting rents. (Id. at pp. 4-5.) As of 2003, Lair was delinquent in the option payments as well as on payments under both notes, resulting in a heated exchange between the men, after which Lair brought Vinci an executed bill of sale for another aircraft (a Bonanza, which was later sold and ordered substituted with a Beechcraft Baron). (Id. at p. 5.)
Lair (along with his related companies) and Vinci both filed suit against each other, culminating in a jury trial and special verdict awarding damages to both parties. The jury found Lair and Vinci intended to be bound by the option agreement; that Lair breached the option and owed Vinci compensatory damages of $97,317 under that agreement, under which Vinci agreed to defer Lair's option payments until November 2002 in exchange for the executed bill of sale to Lair's airplane. (Lair v. Vinci, supra, D043433, at pp. 8-9.) The jury further found Lair was entitled to be compensated $650,000 in quantum meruit damages for the value of his time, money and services on the property's behalf. (Id. at p. 8.) It awarded Vinci $214,000 in compensatory damages under the May 2001 note, $111,436.70 in damages under the Lancair note, and $19,000 for Lair's breach of fiduciary duties in connection with the property's management. (Id. at p. 9.)
On the parties' post trial motions, the trial court granted a new trial on the matter and denied the parties' motions for judgment notwithstanding the verdict, resulting in appeals from both Vinci and Lair. (Lair v. Vinci, supra, D043433, at pp. 10-12.) We affirmed the orders denying JNOV and reversed the new trial order, holding the jury's special verdict questions were not legally or factually inconsistent. (Id. at pp. 14-19.) We remanded the matter with directions that the court enter judgment on the special verdict. (Id. at p. 29.)
Before the trial court entered judgment on the matter, Lair moved to dissolve a previously issued preliminary injunction so as to release the hanger, Lancair airplane and Beechcraft Baron, claiming he had received a net verdict in his favor that satisfied all of his secured debts. At about the same time, Vinci moved to modify the preliminary injunction to require Lair to deliver the Beechcraft Baron to a neutral third party pending final disposition of the matter. Vinci argued the Beechcraft Baron was not collateral but became his property as a result of the jury's special verdict; that his possessory rights vested upon Lair's failure to make option payments by November 2002. The court issued a tentative ruling releasing the hangar and Lancair airplane to Lair based on their status as collateral and Lair's net jury verdict.1 Thereafter, Vinci obtained a two-week continuance of both motions to February 10, 2006.
Before the February 10, 2006 hearing, Lair applied ex parte for an order preventing Vinci from taking any action to "possess, sell, encumber, or transfer" the Lancair. Lair's counsel averred that on January 23, 2006, after the court's tentative ruling releasing the Lancair to Lair, Vinci had served a "Notice of Disposition of Collateral" indicating he would sell the Lancair at a private sale on February 2, 2006. The court granted Lair's request, but its order was not entered until February 8, 2006. By that time, Vinci had already sold the Lancair to a third party for $300,000.
Later that month, the court entered a judgment that had been proposed by Vinci. In short order, Vinci obtained a writ of possession for the Beechcraft Baron and unsuccessfully attempted to obtain a turnover order. Lair thereafter moved to vacate the judgment, asserting he never received notice of Vinci's proposed judgment, and asked the court to deduct $111,436.70 from Vinci's verdict due to Vinci's extra-judicial sale of the Lancair. While Lair's motion to vacate the judgment was pending, the court ordered the Beechcraft Baron placed in the possession of a third party, Crown Air.
The parties eventually filed cross-motions for attorney fees and costs. On May 11, 2006, the court entered an order vacating the previous judgment, declining to reduce or setoff the judgment by $111,436.70 following the sale of the Lancair aircraft, and granting a stay of delivery of the Beechcraft Baron under Code of Civil Procedure section 918.5 without prejudice pending its determination of the prevailing party for purposes of attorney fees and costs. On the same day, the court entered judgment (1) awarding Lair judgment against Vinci (individually and as trustee of his family trust) in the amount of $650,000 plus interest at a rate of 10 percent per annum from November 14, 2003, until paid; (2) awarding Vinci judgment against Lair, Equitable Medical Properties LLC and Talon Aviation, LLC in the amount of $441,753.70 plus interest at a rate of 10 percent per annum from November 14, 2003, until paid; (3) awarding Vinci possession of the Beechcraft Baron; and (4) determining that no party prevailed for purposes of attorney fees and costs and ordering the parties to bear their own fees and costs.
The court later vacated the stay of enforcement of judgment and issued another stay conditioned on Vinci and Lair posting undertakings in the respective amounts of $392,645 and $345,806. It calculated Lair's undertaking in part by determining the value of the Beechcraft Baron to be $271,071.
Both Lair and Vinci appeal from the judgment.
A. Standard of Review
Plaintiffs assert their appeal presents circumstances in which we need only apply the law to undisputed facts, warranting our independent review with no deference to the trial court's findings or rulings. Vinci responds that as to plaintiffs' challenge to the judgment awarding him possession of the Beechcraft Baron, we must apply the substantial evidence standard of review because in entering judgment, the trial court resolved a disputed question of fact.
Interpretation of the jury's factual findings on the special verdict presents a question of law for this court,...
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