Opinion
NOT TO BE PUBLISHED
APPEAL from a judgment of the Superior Court of Los Angeles County Super. Ct. No. EC031570. Charles W. Stoll, Judge.
Roberts & Roberts, Theodore K. Roberts for Defendant and Appellant.
Alex Gilanians 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.
This case is about the sale and collapse of Los Feliz Meat & Deli. The seller sold this deli business. To extract more cash from the buyer, the seller interfered with the buyer’s relationship with the business’s landlord, which prompted the landlord to eject the buyer. That killed the buyer’s business. The trial court found the seller’s interference was actionable and awarded damages to the buyer. We affirm.
I
The three sides to this dispute are landlord, seller, and buyer. The landlord is the Henry Rustigian Decedent’s Trust. Rustigian owns commercial real property in Glendale, California. Rustigian leased the premises to a series of tenants who ran Los Feliz Meat & Deli. In 1999, Rustigian consented to assign the lease to Mehran Odabashian, the brother of defendant, cross-complainant, and appellant Nishan Odabashian. (Unless otherwise noted, we refer to “the Odabashians,” although only Nishan Odabashian is a party to this appeal.) The Odabashians are the sellers in the present dispute. They sold the Los Feliz Meat & Deli business to the plaintiff, cross-defendant, and respondent, Anahit Nikogosian, and her husband, Tigran Nikogosian. (We similarly refer to “the Nikogosians” although only Anahit Nikogosian is a party to this appeal.) So Rustigian is the landlord, the Odabashians are the sellers, and the Nikogosians are the buyers.
The sale date was May 1999. The sale price first was $100,000, but then both sides agreed to reduce it to $80,000, provided the Nikogosians paid fully by December 31, 1999. The Odabashians and the Nikogosians never wrote down any of their agreements.
At first things went smoothly. The Odabashians transferred the business license to the Nikogosians. They all agreed the Nikogosians would assume responsibility for the lease and would make lease payments directly to Rustigian. Rustigian accepted the Nikogosians as the new tenants and entered a new three-year lease with them (with a three-year renewal option). The Nikogosians began paying the $2,600 monthly rent directly to Rustigian in May 1999.
But not everything was simple and straightforward. Believing that the Odabashians had agreed to the lease assignment and were out of the deli business, Rustigian sent them a consent-to-assign form. Without announcing their intentions, however, the Odabashians deliberately did not sign or return this form. Their goal was leverage over the Nikogosians in case the Nikogosians did not pay an amount that satisfied the Odabashians.
In December 1999 the Odabashians claimed the Nikogosians still owed another $15,000. The Nikogosians said they had paid in full. The Odabashians pressured the Nikogosians to pay. Though they were not the landlord, the Odabashians notified the Nikogosians that the monthly rent was increasing from $2,600 to $4,600, and that the payments were to go the Odabashians rather than to Rustigian. The Odabashians also wrote to the real landlord Rustigian, first, to assert rights under the unassigned lease and, second, to direct Rustigian to refuse all future lease payments from the Nikogosians.
The Nikogosians did not comply. They kept sending monthly lease payments of $2,600 to Rustigian in January, February, and March 2000. Rustigian returned these checks to the Nikogosians, explaining that the Odabashians had reasserted their lease rights and were directing Rustigian not to accept lease payments from the Nikogosians.
The Odabashians then brought an unlawful detainer action against the Nikogosians. The court ruled for the Nikogosians on the ground that the Odabashians were not the Nikogosians’ landlord. The Odabashians then stopped making lease payments for the premises.
Now Rustigian was in a dilemma. Rustigian (which formally is a trust) realized its separate lease with the Nikogosians was voidable unless the Odabashians had abandoned all interest in the deli lease and business. But the Odabashians were claiming their lease was still valid and that Rustigian should not accept lease payments from the Nikogosians – even though the Nikogosians and not the Odabashians possessed the premises. For their part, the Nikogosians had stopped sending checks to Rustigian, since Rustigian kept returning their checks. In short, Rustigian was a landlord receiving no rent.
Rustigian reacted against them all. In July 2000 it filed and won an unlawful detainer action against both the Odabashians and the Nikogosians. Rustigian ousted the Nikogosians from the deli property in September 2000.
Anahit Nikogosian then sued Mehran Odabashian, Nishan Odabashian, Rustigian, and others. Nishan Odabashian cross-complained against the Nikogosians for breach of the deli sales contract, and then moved for summary judgment on this cross-complaint. (For simplicity, we resume referring to the two sides simply as the Nikogosians and the Odabashians.) The Odabashians filed a declaration claiming the Nikogosians had paid only $48,000 of the $100,000 purchase price. At this point, the Nikogosians had no lawyer. They neither opposed the Odabashians’ summary judgment motion nor appeared at the hearing. The court granted the Odabashians’ unopposed motion and awarded the requested breach-of-contract damages of $52,000.
The case proceeded to a bench trial against only Nishan Odabashian. The only issue on appeal is the cause of action for intentional interference with prospective economic advantage. On that claim the trial court ruled in favor of the Nikogosians and awarded gross damages of $116,400. The court offset the Odabashians’ $52,000 award to arrive at a net judgment of $64,400 for Anahit Nikogosian. Nishan Odabashian appealed.
II
Nishan Odabashian first argues that the judgment against him is legally invalid because a person cannot be liable in tort for breaching his own contract. (See, e.g., Applied Equipment Corp. v. Litton Saudi Arabia Ltd. (1994) 7 Cal.4th 503, 514.) Odabashian points to some language in the court’s oral statement of decision that can be interpreted to support his argument. We reject this interpretation, however, in favor of a better and legally valid interpretation.
The interpretive issue here revolves around the first element of intentional interference with prospective economic advantage. The trial court said this element required proof of “an economic relationship existing between plaintiff [the Nikogosians] and defendant containing a probable future economic benefit or advantage to plaintiff.” (Italics added.) Which defendant did the trial court mean? To state it otherwise, on which relationship are we to focus? There are two possibilities because the Nikogosians had economic relations with two different defendants. We call these two possibilities Interpretation A and Interpretation B.
Under Interpretation A, the trial court was referring to the Nikogosians’ relationship with defendant Rustigian. This relationship was like a landlord/tenant relation. Under this interpretation, Odabashian’s appellate argument is incorrect because the trial court faulted Odabashian for interfering, not with his own contract with the Nikogosians, but rather with the economic relationship between the Nikogosians and Rustigian.
Under Interpretation B, the trial court was referring to the seller/buyer relation that the Nikogosians had with the Odabashians. This relation was between seller and buyer: the Odabashians sold the deli business to the Nikogosians. Under this interpretation, Odabashian could have a valid complaint because the trial court would have faulted him in tort for a relationship stemming from Odabashian’s own sales contract.
Interpretation A is legally proper. There are two reasons. First, in context this interpretation is truer to the trial court’s evident logic. Second, an appellate court may disregard a trial court’s erroneous reasoning if its ultimate ruling is correct.
First, Interpretation A is truer to the trial court’s evident logic. The trial court’s statement of decision focused on the Odabashians’ intentional interference “with the third-party landlord . . . .” The bulk of the trial court’s reasoning recounted the history and rupture of this landlord/tenant relationship. When describing the interference, then, the trial court spoke of the landlord/tenant relationship and not the buyer/seller relationship. When we interpret any communication, we look to the text as a whole as the sturdiest guide to meaning. Faithful interpreters owe this obligation to every author. This principle governs our reading of the trial court’s statement of decision. The trial court was not referring to Odabashian’s own contract. The basis for Odabashian’s first appellate complaint thus is an incorrect reading of what actually happened in the trial court. This argument fails.
Second, Interpretation A is a legally proper ground for upholding the judgment even had the trial court erred in substance (which it did not). An appellate court disregards minor misstatements, and even a trial court’s erroneous reasoning, if its ultimate result is correct. That is, an appellate court reviews the judgment and not the rationale. (See D’Amico v. Board of Medical Examiners (1974) 11 Cal.3d 1, 18-19; see also, Estate of Beard (1999) 71 Cal.App.4th 753, 776-777.) The trial court’s judgment stands against Odabashian’s first appellate complaint.
III
Odabashian next says the trial court’s judgment is internally inconsistent. Odabashian protests that, by finding he was not liable for breach of contract but was liable for tortious interference with his own contract, the trial court “conceptually tied itself in knots.” But the trial court did not fault Odabashian for interfering with his own contract. Our previous section just addressed this point. Interpretation B of the trial court ruling is incorrect. Odabashian’s second argument fails because it rests upon an invalid premise.
IV
Odabashian incorrectly argues that the litigation privilege insulated him from liability. (Civ. Code, § 47, subd. (b).) He points out that, in her trial testimony, Anahit Nikogosian complained about Odabashian’s act of filing the unlawful detainer action against her. And the trial court in its statement of decision did refer to this unlawful detainer action as “totally improper.” If the essential wrong from both the plaintiff’s and trial court’s point of view was the filing of the unlawful detainer action, says Odabashian, then the litigation privilege protected these actions.
This history leaves out key bits. The Odabashians first deliberately refused to sign Rustigian’s consent-to-assign form. The goal was to create a weapon against the Nikogosians. The Odabashians did use this weapon, and to fateful effect. They told the Nikogosians that the rent was going up by $2,000 a month, to be paid to the Odabashians, even though the Odabashians were not the Nikogosians’ landlord. The Odabashians also told the real landlord, Rustigian, that they were asserting lease rights they claimed they still enjoyed. The reason the Odabashians supposedly still enjoyed these lease rights was because they deliberately refused to sign that consent-to-assign form – the very form that the deli sales deal presumed the Odabashians would sign in good faith. The Odabashians turned up the pressure by directing Rustigian to refuse the Nikogosians’ lease checks.
The litigation privilege did not protect these nonlitigation actions and thus did not insulate Odabashian from liability. (See, e.g., LiMandri v. Judkins (1997) 52 Cal.App.4th 326, 345 [litigation privilege did not apply because the defendant’s notice of lien was only one act in the overall course of conduct alleged in the complaint]; cf. Rubin v. Green (1993) 4 Cal.4th 1187, 1194-1195 [for litigation privilege to apply to prelitigation communicative conduct, conduct must have some relation to a proceeding that is actually contemplated in good faith and under serious consideration by a possible party to the proceeding].)
V
Odabashian complains his actions did not cause the failure of Los Feliz Meat & Deli. This causation argument is a factual claim. Odabashian says the causation stemmed from Rustigian’s second unlawful detainer action, not from anything he did. This claim ignores the substantial evidence that Rustigian filed the second unlawful detainer because the Odabashians effectively interfered with Rustigian’s ability to collect from the Nikogosians. It would have served no purpose, as Odabashian now proposes, for the Nikogosians to have satisfied the arrearages to avoid eviction. That would have preserved only the Odabashians’ lease with Rustigian, not the Nikogosians’ lease. In addition, Rustigian and the Nikogosians all knew with certainty that the Odabashians were capable of reasserting their rights under the unassigned lease and might do so again. In short, substantial evidence supports the trial court finding that the Odabashians’ conduct was the reason that Rustigian evicted the Nikogosians and terminated its relations with them.
VI
Odabashian argues the Nikogosians demonstrated no compensable damages at trial. The trial court disagreed. It calculated damages as follows. When the Nikogosians lost the business, they lost (i) the past amount they had paid the Odabashians for the business, which was $48,000, plus (ii) the future amount the Nikogosians would have earned from the business. The court said the most reasonable way to calculate sum (ii) was to multiply monthly profit times the number of months that the Nikogosians would have operated the business. The monthly profit was roughly $1,200. The number of months was the sum of 21 months left on the original lease plus 36 months on the three-year option. The gross damage calculation thus was $48,000 + ($1,200) (21+36) = $116,400. From this gross award of $116,400 the trial court offset the amount the Nikogosians still owed the Odabashians, which was $52,000. The net damage equation thus was $116,400 - $52,000 = $64,400.
Odabashian attacks these calculations, claiming the trial court inappropriately derived sums from a tax return. Odabashian’s argument is incorrect.
Odabashian says, first, that the trial court failed adequately to account for the Nikogosians’ wage costs. The labor at the deli, however, was from the Nikogosians alone. Whether their dollar loss be called lost wages or lost profits seems of no consequence to the simple fact that the Nikogosians would have had these dollars but for the Odabashians’ interference. Odabashian says, second, that the trial court’s calculation fails to account for the fact that the Nikogosians “paid nearly nothing in rent during calendar year 2000 . . . .” Yet the Nikogosians’ 2000 tax return shows they deducted rent totaling $15,600. The sum of $15,600 is not “nearly nothing.” Odabashian says, third, that the Nikogosians’ $48,000 payment to Odabashian was not a proper element of damages because the Nikogosians got $150,000 worth of equipment and inventory in return. This $150,000 figure, however, was a self-serving and unsubstantiated number that the Nikogosians challenged. It is not reversible error for a trial court to reject self-serving and unsubstantiated testimony.
In sum, we have no basis for disturbing the trial court’s damage calculation.
VII
Odabashian introduced a new argument in his reply brief about no evidence of an independently wrongful act. But we require a showing of good cause before considering points raised for the first time in a reply brief. The reason is fairness. Raising a new argument in reply deprives opposing counsel of the opportunity to counter that argument. This is particularly true when, as here, the party similarly failed to raise the argument before the trial court. Because Odabashian shows no good cause, we do not consider this issue.
VIII
The judgment is affirmed. Nikogosian is awarded costs on appeal.
We concur: PERLUSS, P. J., WOODS, J.