Rader Co. v. Stone
| Decision Date | 27 February 1986 |
| Citation | 223 Cal.Rptr. 806,178 Cal.App.3d 10 |
| Court | California Court of Appeals Court of Appeals |
| Parties | The RADER COMPANY, a California Corporation, Plaintiff and Appellant, v. William F. STONE, Jr., Individually and as Trustee of the Stone Family Trust dba Stone Enterprises; Stone Family Trust dba Stone Enterprises; Pacific Sierra Research Corporation, a California Corporation, Defendants and Respondents. Civ. B004118. |
Greenberg, Hennigan & Mercer and J. Michael Hennigan and Jeanne E. Irving, Beverly Hills, for plaintiff and appellant.
Carl E. Kohlweck, Santa Monica, for defendants and respondents William F. Stone, Jr. and Stone Family Trust.
Goldfarb, Sturman & Averbach and Martin B. Snyder, Encino, for defendant and respondent Pacific Sierra Research Corp.
Plaintiff and appellant The Rader Company, Inc. (Rader) appeals from orders of dismissal following the sustaining of demurrers without leave to amend interposed by defendants and respondents William F. Stone, Jr. and the Stone Family Trust (collectively, Stone) and Pacific Sierra Research Corporation (PSR), to various causes of action, and the denial of its motion for reconsideration.
Because the complaint adequately sets forth allegations, and appends memoranda that show on their face authority for Rader to procure PSR as a lessee for Stone for a commission subscribed by Stone's agent, and employment of Rader to act as a broker for PSR, the orders of dismissal are vacated.
This is an action to recover a broker's commission allegedly due Rader for its services in procuring PSR as a tenant for Stone's real property located at 12340 Santa Monica Boulevard, Los Angeles, California (the property).
In its second amended complaint filed August 25, 1982, Rader alleged the following pertinent facts: Rader is a licensed real estate broker and Stone is the owner of the property. In June 1981, Rader attended an open house conducted by Stone at the property site for the purpose of soliciting brokers to procure tenants for the property on a 10-year lease. At the open house, Stone distributed an offering brochure that set forth, inter alia, a schedule of realtors' commissions. Stone subsequently distributed an update that again made a reference to commissions.
In early December 1981, Rader advised Nancy Mueller (Mueller), Stone's agent and representative, by telephone that Rader wished to bring a prospective tenant, PSR, to view the property. Mueller acknowledged Rader would be entitled to a broker's commission if and when PSR leased the premises. Rader took PSR to view the property, and completed Stone's client-realtor registration form, identifying Rader as the broker, and PSR as the prospective lessee.
On or about January 6, 1982, PSR and Rader executed an offer to lease (lease offer) which identified Rader as broker and PSR as prospective lessee, and stated in pertinent part:
Stone accepted PSR as a tenant, and in March 1982, Stone and PSR executed a written lease which relevantly stated: 1
The second amended complaint contained six causes of action. The first was directed against Stone for breach of contract, and alleged the brochure, update, and registration form constituted a written agreement pursuant to which Stone owed Rader a commission of not less than $144,384. 2
The second cause of action was directed against PSR for breach of contract, and alleged PSR owed Rader a commission based on the lease offer.
The third cause of action was directed against both PSR and Rader and sought recovery for quantum meruit/unjust enrichment. In the fourth cause of action, Rader alleged that PSR intentionally interfered with Rader's advantageous relationship and contract with Stone, and benefited as a result of obtaining the lease at more favorable terms.
Along the same lines, the fifth cause of action alleged Stone intentionally interfered with Rader's advantageous relationship and contract with PSR. Lastly, the sixth cause of action was against Stone and alleged Rader was a third party beneficiary, based on paragraph 20 of the lease.
Following hearing, the demurrers of both defendants to the second amended complaint to the first through fourth causes of action were sustained without leave to amend. As to the fifth and sixth causes of action, leave was granted to file a third amended complaint.
Rader's motion for reconsideration was denied and an order of dismissal was entered as to PSR, with no cause of action remaining against it.
Rader filed a third amended complaint against Stone. It plead causes of action based upon (1) intentional interference with prospective advantage; (2) intentional interference with contract; and (3) third party beneficiary to contract. Stone's demurrer to these causes of action was sustained without leave to amend and an order of dismissal was entered as to Stone on March 26, 1984.
Rader contends the appended memoranda were sufficient to comply with the statute of frauds, and the trial court erred: (1) in sustaining without leave to amend Stone and PSR's demurrers to the first four causes of action of the second amended complaint based upon breach of contract against Stone and PSR; intentional interference with contractual relations against PSR; intentional interference with prospective advantage against PSR; and quantum meruit/unjust enrichment against both; (2) in sustaining Stone's demurrer to the causes of action against Stone in the third amended complaint for intentional interference with prospective advantage and with contract, and a third party beneficiary contract on behalf of Rader, without leave to amend; and (3) in denying the motion for reconsideration.
The function of a demurrer is to test the sufficiency of a plaintiff's pleading by raising questions of law. (Buford v. State of California (1980) 104 Cal.App.3d 811, 818, 164 Cal.Rptr. 264.)
The allegations in the complaint must be regarded as true (Shaeffer v. State of California (1970) 3 Cal.App.3d 348, 354, 83 Cal.Rptr. 347), and are to be liberally construed with a view to substantial justice between the parties. (King v. Central Bank (1977) 18 Cal.3d 840, 843 135 Cal.Rptr. 771, 558 P.2d 857.) Unless the complaint shows on its face that it is incapable of amendment, denial of leave will constitute an abuse of discretion. (King v. Mortimer (1948) 83 Cal.App.2d 153, 158, 188 P.2d 502.)
"[I]t will be held an abuse of discretion to sustain without leave to amend a demurrer where the complaint is not fundamentally deficient in alleging facts showing a right to some relief which can properly be given, but is only defective with respect to the manner or form in which the facts warranting relief have been pleaded." (Katz v. Driscoll (1948) 86 Cal.App.2d 313, 316, 194 P.2d 822.)
On appeal, the court is not concerned with a party's possible difficulty or inability in proving the allegations of the complaint (Highlanders, Inc. v. Olsan (1978) 77 Cal.App.3d 690, 697, 143 Cal.Rptr. 679), but only that the party may be entitled to some relief. (Alcorn v. Anbro Engineering Inc. (1970) 2 Cal.3d 493, 496, 86 Cal.Rptr. 88, 468 P.2d 216.) Further, "[a]s a reviewing court we are not bound by the construction placed by the trial court on the pleadings but must make our own independent judgment thereon, even as to matters not expressly ruled upon by the trial court." (Miller v. Bakersfield News-Bulletin, Inc. (1975) 44 Cal.App.3d 899, 901, 119 Cal.Rptr. 92.)
We apply these principles in reviewing the complaint.
Civil Code section 1624 (section 1624) states in pertinent part:
The purpose of the statute of frauds with respect to a listing contract between a broker and an owner of realty is to protect the owner from a claim for a commission from a person never authorized to act as the owner's intermediary. (Lathrop v. Gauger (1954) 127 Cal.App.2d 754, 764, 274 P.2d 730.) The writing need not contain all the terms of the contract, and the principal requirements to satisfy the statute are that the memorandum shows the authority of the broker to act for the owner (id., at pp. 764-765, 274 P.2d 730), and is subscribed by or on behalf of the party to be charged (Marks v. Walter G. McCarty Corp. (1949) 33 Cal.2d 814, 820, 205 P.2d 1025).
When these requirements are met, the other terms, including the amount of commission, and even the agreement to pay the commission, may be shown by parole. (Moore v. Borgfeldt (1929) 96 Cal.App. 306, 311, 273 P. 1114.) Further, while the sufficiency of a writing to satisfy the statute of frauds cannot be...
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