Westbrook v. Angela Hanxu Chen
| Decision Date | 12 July 2022 |
| Docket Number | H049189 |
| Parties | VLADIMIR WESTBROOK, Plaintiff and Appellant, v. ANGELA HANXU CHEN, Defendant and Respondent. |
| Court | California Court of Appeals Court of Appeals |
NOT TO BE PUBLISHED
Santa Clara County Super. Ct. No. 20CV366526
Vladimir Westbrook sued Angela Hanxu Chen in May 2020 alleging five claims. Chen's demurrer to the original complaint was sustained with leave to amend. The order sustaining the demurrer expressly stated that any amendment by Westbrook was limited to the three causes of action for breach of contract, breach of duty of loyalty, and breach of implied covenant of good faith and fair dealing that were alleged in the original complaint. Westbrook filed a first amended complaint to which Chen demurred. On May 21, 2021 the court entered an order striking the first amended complaint without leave to amend, concluding that in filing the amended pleading, Westbrook had violated the terms of the prior order granting leave to amend by asserting new and different claims.
On appeal, Westbrook contends that the trial court erred by striking the first amended complaint without leave to amend on its own motion. He argues, inter alia, that court's order striking his pleading violated his right to due process. We conclude that Westbrook forfeited his due process challenge and that, in any event, the contention lacks merit. We reject Westbrook's other claims of error. Accordingly, we will affirm the order striking the first amended complaint.
On May 12, 2020, Westbrook, as a self-represented litigant, filed a complaint against Chen. The claims arose out of a dispute between Chen and Westbrook Group Inc., dba Westbrook Realty (WBREA). In December 2018, Chen entered into an independent contractor agreement with WBREA (hereafter, the IC Agreement). In or about February 2019, Chen began working with clients, the Shivarudrappas (the Client), and a transaction involving the Client closed in December 2019. Thereafter, WBREA and Chen had a dispute concerning commissions on that transaction. Westbrook alleged that the dispute was resolved on or about January 17, 2020, through the execution of a document identified in the complaint as a "Settlement Agreement." That document, the "Settlement Agreement," was a check attached to the complaint dated January 17, 2020, from WBREA to Chen in the amount of $6,050.00. On the check stub, there appeared language reciting that the parties had reached an oral agreement; WBREA issued the check "as an accord of the disputed commission fee amount"; "acceptance of the check shall constitute satisfaction"; and "[t]he parties hereby abandon all claims against each other which could arise from there [sic]." Westbrook alleged further that Chen breached the "Settlement Agreement" in April 2020 by filing a complaint for arbitration to relitigate the claims previously settled. Thereafter, any claims of WBREA against Chen were "transferred" to Westbrook.
There were five causes of action alleged in the complaint: (1) breach of written contract, i.e., the "Settlement Agreement" between WBREA and Chen; (2) breach of duty of loyalty by making a false demand that WBREA pay a Client credit in an inflated amount; (3) breach of implied covenant of good faith and fair dealing relative to the "Settlement Agreement"; (4) bad faith denial of the existence of contract (i.e., the "Settlement Agreement"); and (5) fraud by "attempt[ing] to extort from WBREA funds by willfully making false statements with full knowledge [of] them to be false."
Chen filed a demurrer to the complaint. She asserted, inter alia, that (1) there was no" 'settlement agreement'" because Civil Code section 1526, subdivision (a) "prohibit[ed] 'payment in full' language that is not clearly written upon the check itself"; (2) there was no written assignment between WBREA and Westbrook; (3) the claims, to the extent they were based upon Chen's filing of a complaint for arbitration, were barred by the litigation privilege (Civ. Code, § 47, subd. (b)); and (4) the third through fifth causes of action were defective because the claimant was a third-party corporation, WBREA, and tort claims are generally not assignable.
Westbrook opposed the demurrer. In that opposition, Westbrook argued that Chen's demurrer should be overruled in its entirety, or, alternatively, that the court should grant leave to amend for Westbrook to file a proposed first amended complaint that was attached as an exhibit to the opposition. The proposed pleading named two additional defendants and alleged 20 causes of action.
On January 11, 2021, the court sustained the demurrer as to each cause of action. The court sustained the demurrer to the first, second, and third causes of action on the ground that the litigation privilege under Civil Code section 47, subdivision (b) barred those claims, but it granted leave to amend. As to the fourth and fifth causes of action, the demurrer was sustained without leave to amend. In its order, the court made clear that leave to amend was granted as to only the first through third causes of action alleged in the complaint and only as against Chen. The court stated that "[a]ny other amendment, whether to add causes of action or new parties, requires approval of the court upon noticed motion." (Hereafter, the January 11, 2021 order is referred to as the Prior Order.)
On January 14, 2021, Westbrook, as a self-represented litigant, filed a first amended complaint against Chen. The amended pleading contained numerous factual allegations that were new, including matters occurring after the filing of the original complaint. It was alleged that, as a result of entering into the December 2018 independent contractor agreement (hereafter, the IC Agreement), Chen gained full access to WBREA's trade secrets, proprietary information, and files, and she owed a fiduciary duty to WBREA while she was "associated with WBREA and thereafter." "Chen violated numerous provisions of [the IC Agreement]." She concealed material facts regarding transactions that she engaged in while she was associated with WBREA. After Chen "disassociated herself from WBREA" in January 2020, she became associated with, and wrongfully delivered WBREA's property to, a new brokerage firm (hereafter, "Sand Hill").[1] Westbrook alleged further that Chen, after separating herself from WBREA, "failed and refused to deliver and return WBREA's proprietary information and files" (original italics) and misappropriated them for her own use and for Sand Hill's benefit. And in June 2020 (after the filing of the original complaint), Chen closed escrow (under Sand Hill) on a transaction involving a WBREA client, but she did not disclose the transaction or its proceeds to WBREA.
Westbrook alleged three causes of action in the first amended complaint: breach of contract, breach of fiduciary duty, and breach of the implied covenant of good faith and fair dealing. He alleged that Chen breached the IC Agreement by failing to return WBREA's "Property"-defined in the first amended complaint as WBREA's proprietary information and files-misappropriating that "Property," using the "Property" for Sand Hill's benefit, and soliciting prospective and existing clients of WBREA. The same alleged actions of Chen also furnished the grounds for Westbrook's breach of fiduciary duty and breach of implied covenant claims.
Chen filed a demurrer to the first amended complaint. She asserted, inter alia, that Westbrook's amended pleading (1) contravened the court's Prior Order by alleging new claims arising from different matters than those covered in the original complaint; (2) alleged claims arising from purported facts after Chen was disassociated from WBREA (while the original complaint arose out of purported facts occurring during her relationship with WBREA); and (3) included a claim of breach of duty of loyalty that resided with WBREA and could not be individually asserted by Westbrook. Chen asserted that "the entire pleading filed in this action must be dismissed and the demurrer [sustained] without further leave to amend."
Westbrook filed opposition, arguing that Chen's demurrer should be overruled. Westbrook, inter alia, challenged Chen's assertions that (1) the allegations in the first amended complaint differed completely from those in the original complaint, and (2) the filing of the first amended complaint violated the court's Prior Order.
The court issued a tentative ruling in which the court indicated it intended to strike the first amended complaint on the court's own motion because the pleading was not in conformity with the court's Prior Order sustaining the demurrer to the original complaint. No party contested the tentative ruling or appeared at the hearing. The court therefore adopted the tentative ruling[2] and entered a formal order on May 21, 2021.
In the formal order (the Order), the court made reference to, and quoted from the Prior Order in which the court had cautioned Westbrook that although he was granted leave to amend the first through third causes of action, any amended pleading that went beyond the three previous causes of action or added defendants would be improper as it would require approval of the court upon noticed motion. In addressing the first amended complaint, the court concluded that the pleading had ...
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