Opinion
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS
APPEAL from a judgment of the Superior Court of Los Angeles County. John P. Farrell, Judge, Los Angeles County Super. Ct. No. PC034544
Larry Haakon Clough for Defendants and Appellant.
Poole & Shaffery and John F. Grannis for Plaintiff and Respondent.
Judge of the Los Angeles Superior Court assigned by the Chief Justice pursuant to article VI, section 6 of the California Constitution.
There is the man Mr. Frits VanSchaik. Then there is the corporation Frits VanSchaik General Contractors, Inc. Legally, they are different. A homeowners association called American Beauty Classics I (“ABC”) sued them both about a fence repair job. The court entered judgment against both the man and the corporation. The corporation does not appeal. But Mr. VanSchaik does appeal, saying there is no basis for the judgment against him. He’s right.
Mr. VanSchaik says a negligence theory cannot support the judgment against him. This is correct. Conduct amounting to a breach of contract becomes tortious only when it also violates a duty independent of the contract arising from principles of tort law. (Robinson Helicopter Co., Inc. v. Dana Corp. (2004) 34 Cal.4th 979, 989.) The trial court expressly rejected ABC’s fraud theory. ABC’s brief in this court suggests no other basis or authority for a tort action here. Moreover, even were there some basis here for a tort claim against Frits VanSchaik General Contractors, Inc., this fact alone would leave Mr. VanSchaik personally insulated from liability. People incorporate their businesses to limit their liability. Generally, liability indeed is limited. There are exceptions, but ABC has not shown that any exception applies here.
Going from tort to contract, Mr. VanSchaik says the fence contract was between the homeowners association and only the corporation – not him personally. As proof, he cites a trial stipulation. ABC did so stipulate. ABC skips the topic of this stipulation in its opposition brief. So there was no contract between Mr. VanSchaik and ABC. Contract law thus cannot support the judgment against Mr. VanSchaik. (See e.g. U.S. Liability Ins. Co. v. Haidinger-Hayes, Inc. (1970) 1 Cal.3d 586, 595 [directors and officers are not personally liable on contracts signed by them for and on behalf of the corporation unless they purport to bind themselves individually].) Presumably this is why the trial court’s minute order specified that only Frits VanSchaik General Contractors, Inc. faced contract liability to ABC.
Finally, Mr. VanSchaik says he cannot be liable as a consequence of piercing the corporate veil because ABC never even touched that fabric, and certainly never made it to the other side. Judging from ABC’s brief in opposition, this is true. ABC’s brief does not mention the words “veil” or “alter ego.” Rather ABC would reverse the burden of proof, saying Mr. VanSchaik produced no evidence that he acted solely in his corporate capacity. But when a record contains no evidence about alter ego liability, there is no alter ego liability. (E.g. Tucker Land Co. v. State of California (2001) 94 Cal.App.4th 1191,1201-1202, Sonora Diamond Corp. v. Superior Court (2000) 83 Cal.App.4th 523, 539 (when lacking the necessary evidence, “the alter ego doctrine cannot be invoked”).) An absence of evidence means ABC loses.
ABC cites some authorities. They are inapposite. It cites pages of trial transcript with the suggestion that Mr. VanSchaik was acting in a “dual capacity.” But these transcript pages have, it turns out, nothing to do with “dual capacity.” ABC cites Business and Professions Code sections 7096, 7108, and 7111. These sections define the term “licensee,” and provide that there is cause for disciplinary action if there are failures to account for funds or to keep records. None of these sections creates personal liability for Mr. VanSchaik. ABC also cites Civil Code section 1797.91. This section applies to home roofing contracts. But our case concerns fences, not roofs. ABC’s logic here is mysterious.
As to the natural person Frits VanSchaik only, the judgment is reversed. On remand the trial court is directed to vacate the judgment against the natural person Frits VanSchaik and to enter a new judgment in his favor. We award the costs on appeal to Frits VanSchaik in an amount to be determined by the trial court on remand.
We concur: PERLUSS, P. J., WOODS, J.