Opinion
NOT TO BE PUBLISHED
APPEAL from an order of the Superior Court of Los Angeles County No. BC340669, Mark Mooney, Judge.
Simon Bae, in pro. per., for Plaintiff and Appellant.
No appearance for Defendants and Respondents.
CHANEY, J.
This appeal represents one of many disputes appellant Simon Bae has had with respondent Korean American Federation of Los Angeles (“KAFLA”) and certain of its past presidents. In general, Bae disagrees with the way KAFLA amended its bylaws in 2000 and in 2004. Specifically, in this appeal, Bae challenges the trial court’s order dismissing the case with prejudice. We affirm.
Background
Before filing the instant case, Bae had filed a different but similar lawsuit in 2002 against KAFLA and its then-president Kee Whan Ha (the “prior action”). The crux of the prior action was that, in 2000, KAFLA’s board of directors improperly amended KAFLA’s 1999 bylaws. Bae alleged the amendments were invalid because “the 1999 By-laws unequivocally states that revision of the By-laws shall require favorable votes from two thirds of the registered members” and not a two thirds vote of the directors. KAFLA denied Bae’s allegations, arguing instead that the Board had always amended the bylaws and that the 2000 amendments were not improper.
Bae enjoyed some early success in the prior action. The trial court that initially heard the case ruled in favor of Bae. Believing it lacked jurisdiction, the trial court also declined to consider the defendants’ motion for new trial. In 2004, however, Division Three of this court reversed that decision. Division Three held not only that the trial court had jurisdiction to consider the motion for new trial but also that it should have granted the motion. Division Three also held that the trial court had erred in admitting into evidence Bae’s English translation of the 1999 KAFLA bylaws because Bae failed to make a foundation to demonstrate its reliability. On remand, the trial court ruled against Bae and in favor of KAFLA and Ha. The trial court held that Bae had failed to satisfy his burden of proof. Bae appealed that decision, which appeal again went to Division Three.
KAFLA bylaws are written in Korean.
But before Division Three heard that second appeal, Bae filed the instant lawsuit against KAFLA and another former KAFLA president, Yong Tae Lee. The operative pleading in this case is the first amended complaint, in which Bae alleges KAFLA amended its bylaws improperly in both 2000 and 2004. Bae also alleged KAFLA failed to abide by auditing procedures prescribed by the 1999 bylaws. Bae attached various exhibits to the first amended complaint, including the same English translations of KAFLA’s 1999 and 2000 bylaws that he had unsuccessfully used in the prior action.
KAFLA and Lee demurred to the first amended complaint arguing that the trial court in the prior action had already resolved the issues raised in the first amended complaint. The court overruled the demurrer, finding that the trial court in the prior action had not resolved all the issues raised in the first amended complaint. “Although Plaintiff may be precluded from re-litigating certain issues that were the subject of the Prior Action, at this juncture, based on the limited evidence the court can consider in connection with a demurrer, the court does not find that this action is barred by the doctrines of res judicata or collateral estoppel.”
The demurrer also raised an unsuccessful statute of limitations argument, which is not relevant here.
A few months later, and after having taken Bae’s deposition, Lee filed an ex parte application to stay the instant case pending Division Three’s second decision in the prior action. Lee argued the case should be stayed because Bae admitted at his deposition “that the issues in all of the cases he filed against KAFLA are the same, i.e., whether the KAFLA board of directors and the president had the authority to amend the KAFLA bylaws.” In support of the application, Lee attached excerpts from Bae’s deposition. The trial court found that the first amended complaint involves substantially similar issues as the prior action and that there was a significant risk of inconsistent judgments. The trial court granted the ex parte application and stayed the case pending Division Three’s second decision in the prior action.
In May 2007, Division Three issued its second opinion in the prior action (“Division Three’s 2007 opinion”). In that opinion, Division Three affirmed the trial court’s judgment against Bae. The crux of the dispute there was whether KAFLA’s 2000 amendments to the 1999 bylaws were valid. Bae interpreted the 1999 bylaws to require a two thirds vote of the registered members, while KAFLA argued the bylaws could be amended with a two thirds vote of the directors. Division Three agreed with the trial court that Bae had failed to satisfy his burden of proof. In particular, Division Three explained (as it had in its 2004 opinion) that Bae’s translation of the 1999 bylaws was inadmissible, just as it had been the first time he submitted it. Because Bae had no admissible evidence of the 1999 bylaws, he had no support for his argument or interpretation of the 1999 bylaws.
Division Three also held that sections 5150, 5220 and 5034 of the Corporations Code did not help Bae because the bylaw amendments at issue did not materially affect the voting or transfer rights of KAFLA members.
Although not necessary to its decision, Division Three also rejected Bae’s contention that substantial evidence did not support the judgment against him. Division Three noted that the KAFLA bylaws had always been amended by the board of directors. In fact, the original 1982 KAFLA bylaws permitted the board of directors to amend the bylaws. The court also noted that KAFLA and Ha submitted two translations of the 1999 bylaws, both of which stated that amendments to the bylaws must be by a two thirds vote. Division Three concluded that, when those documents are read together along with KAFLA’s history, it is reasonable to conclude that the board of directors properly voted to amend the bylaws.
In summary, the relevant holdings of Division Three’s 2007 opinion are: (a) Bae’s proffered translation of the 1999 bylaws was inadmissible, (b) a two thirds vote of the KAFLA directors (not members) is required to amend the bylaws, and (c) Bae failed to demonstrate that KAFLA’s 2000 amendments to the 1999 bylaws were improper.
Soon after Division Three issued its 2007 opinion, Lee filed a Notice of Issuance of Appellate Decision with the trial court in the instant case, attaching a copy of the opinion. The next month, Bae filed a motion to add a defendant in the instant case and submitted a proposed second amended complaint. The trial court never ruled on that motion. Instead, at a December 12, 2007 status conference, the trial court dismissed the action with prejudice. The next day, a Notice of Ruling was filed and a Proposed Order of Dismissal was lodged with the trial court. The trial court filed the Order of Dismissal on January 16, 2008. Both the Notice and the Order indicate that defense counsel had advised the trial court of Division Three’s 2007 opinion and that the Supreme Court had denied Bae’s petition for review. Nothing in the Clerk’s Transcript on appeal demonstrates that Bae objected to the accuracy of either the Notice of Ruling or the Proposed Order of Dismissal. (See Cal. Rules of Court, rule 3.1312.)
Bae appealed the dismissal of the instant action. Although he designated a clerk’s transcript on appeal, he did not designate any reporter’s transcripts on appeal. Bae filed an opening brief. Despite notification from the clerk’s office under rule 8.220 of the California Rules of Court, KAFLA and Lee did not file a respondents’ brief.
Discussion
1. Notice of Appeal
Bae filed his notice of appeal on March 7, 2008, purporting to appeal from a “RULING dated December 13, 2007.” However, the only December 13, 2007 filing in the record is the Notice of Ruling indicating that, the day before, the trial court had decided to dismiss the case in its entirety. The Notice of Ruling is not appealable. Bae should have appealed from the Order of Dismissal, which was filed on January 16, 2008.
Because “[t]he notice of appeal must be liberally construed,” we construe Bae’s appeal to be from the January 16, 2008 Order of Dismissal. (Cal. Rules of Court, rule 8.100(a)(2); see also Los Altos Golf & Country Club v. County of Santa Clara (2008) 165 Cal.App.4th 198, 202.) Thus, his March 7, 2008 notice of appeal is timely. (Cal. Rules of Court, rule 8.104(a).)
2. Standard of Review
As appellant, it is Bae’s burden to demonstrate that the trial court erred. (State Farm Fire & Casualty Co. v. Pietak (2001) 90 Cal.App.4th 600, 610.) Bae states “the trial court dismissed the present case in its entirety based on [Division Three’s 2007 opinion].” It is unclear, however, what the trial court’s exact reasoning was for dismissing this case. The order of dismissal simply states that the trial court confirmed that the prior action between the parties was resolved in favor of KAFLA and that the Supreme Court denied Bae’s petition for review. The trial court then dismissed this case in its entirety with prejudice. Bae did not designate any reporter’s transcripts on appeal and KAFLA failed to file a respondent’s brief. Despite the lack of a definitive record on this issue, it seems most likely that the trial court either (a) felt bound by Division Three’s 2007 opinion and/or (b) agreed with Division Three’s reasoning and applied it to this case.
“We uphold judgments if they are correct for any reason, ‘regardless of the correctness of the grounds upon which the court reached its conclusion.’ [Citation.]” (United Pacific Ins. Co. v. Hanover Ins. Co. (1990) 217 Cal.App.3d 925, 933.) We also presume the trial court’s order is correct and “all intendments and presumptions are indulged in favor of its correctness.” (State Farm Fire & Casualty Co. v. Pietak, supra, 90 Cal.App.4th at p. 610.) This presumption of correctness has special significance when the appeal—such as this one—is based upon the clerk’s transcript. In such an appeal, we presume the evidence is sufficient to sustain the findings, and that “the only questions presented are as to the sufficiency of the pleadings and whether the findings support the judgment.” (National Secretarial Service, Inc. v. Froehlich (1989) 210 Cal.App.3d 510, 521-522.) Accordingly, because neither the notice of ruling nor the order of dismissal here state the trial court’s reasons for dismissal, and because Bae has not provided any reporter’s transcripts, we presume the trial court based its rejection of Bae’s claims on a rationale supported by the record. (See State Farm Fire & Casualty Co. v. Pietak, supra, 90 Cal.App.4th at p. 610.)
3. Bae’s Current Claims
Bae’s arguments on appeal revolve around his claim that Division Three’s 2007 decision does not compel dismissal of this case.
Collateral estoppel is one of two aspects of res judicata. (Vandenberg v. Superior Court (1999) 21 Cal.4th 815, 828.) In one sense, the doctrine of res judicata precludes parties or their privies from relitigating a cause of action that has been finally resolved in another proceeding. (Ibid.) But res judicata also includes the broader principle of collateral estoppel, which bars a party and their privies from relitigating issues necessarily decided against the party in a prior action. (Ibid.) “[R]es judicata does not merely bar relitigation of identical claims or causes of action. Instead, in its collateral estoppel aspect, the doctrine may also preclude a party to prior litigation from redisputing issues therein decided against him, even when those issues bear on different claims raised in a later case.” (Ibid.)
“Collateral estoppel applies when (1) the party against whom the plea is raised was a party or was in privity with a party to the prior adjudication, (2) there was a final judgment on the merits in the prior action and (3) the issue necessarily decided in the prior adjudication is identical to the one that is sought to be relitigated.” (Roos v. Red (2005) 130 Cal.App.4th 870, 879.) Here, elements one and two are clearly met—(1) Lee and KAFLA, a party to the prior action, seek to apply collateral estoppel against Bae, who was the plaintiff and appellant before Division Three, and (2) there was a final judgment on the merits in that case. Thus, collateral estoppel will apply and bar Bae from relitigating issues that Division Three necessarily decided in the prior action. As explained below, we conclude Division Three’s 2007 opinion necessarily decided some of the issues raised by this appeal. Those issues may not be relitigated. As to the issues Bae raises in this appeal that Division Three did not decide, we conclude those issues are meritless.
As an initial matter, we clarify the status of KAFLA’s 1999, 2000 and 2004 bylaws for purposes of this appeal. At the conclusion of the prior action—after Division Three had rejected Bae’s attacks on the amendments to the 1999 bylaws—KAFLA’s 2000 bylaws emerged as validly enacted. Thus, the 1999 bylaws are no longer relevant. Now, in addition to the bylaws enacted in 2000, Bae claims the bylaws enacted in 2004 are also invalid.
Nonetheless, Bae continues not only to rely on the 1999 bylaws, but also to rely on the same translation of them that Division Three ruled inadmissible and untrustworthy. Exhibit 2 to Bae’s first amended complaint in this case purports to be a translated copy of KAFLA’s 1999 bylaws. Exhibit 3 purports to be a translated copy of KAFLA’s 2000 bylaws. These are the same documents (with the same defects) that Division Three held inadmissible. Bae cannot relitigate this issue. Thus, Exhibits 2 and 3 to Bae’s first amended complaint—Bae’s translations of the 1999 and 2000 bylaws—are inadmissible and we have not considered them.
a. Corporations Code
Bae asserts the 1999 and 2000 bylaws were improperly amended. On appeal, Bae argues that the July 2004 amendment improperly “transfer[ed] the right to amend the bylaws from the members to the directors” and, therefore, violated provisions of the Corporations Code. This argument fails for at least two reasons. First, as in the prior action, Bae presents no admissible evidence supporting his interpretation of the 1999 or 2000 bylaws. Bae points only to translations that Division Three rejected. He cannot point to any admissible evidence supporting his position that KAFLA members had voting rights and that the 2004 amendments transferred those rights from the members to the directors. Moreover, as Division Three noted, both the original 1982 bylaws and KAFLA’s translations of the 1999 bylaws defeat any such argument.
Second, Division Three’s 2007 opinion was final on the issue of whether the 1999 bylaws were properly amended in 2000. Division Three held that Bae failed to show any improprieties in those amendments. Following the conclusion of that appeal, therefore, the 2000 bylaws superseded the 1999 bylaws. Thus, Bae cannot now relitigate the issue of whether the 1999 bylaws were properly amended.
b. July 2004 vote
Bae also argues that the July 2004 amendments to the KAFLA bylaws are invalid because they were not passed with a 2/3 vote of the directors. This issue was not before Division Three and, therefore, is not barred by collateral estoppel. We conclude, however, that the argument is meritless.
As support for his argument, Bae points only to Exhibit 5 to his first amended complaint. Exhibit 5 purports to be a translation of minutes from KAFLA’s July 26, 2004 Annual Meeting. Assuming without deciding that this translation is admissible (an issue not addressed in the record), we conclude it is ambiguous at best. While it is clear the bylaws were discussed at the meeting, it is not clear what actually transpired with respect to the bylaws. The entirety of the bylaws discussion is as follows:
“Chairperson: Issue of the 26th KAFLA bylaws.
Myung Jin Choi: The new Presidential team reviewed it. It is the bylaws that were passed over to us. Basically, this bylaws should not be modified as possible [sic].
Choon Sik Kim: I hope that KAFLA is modified to horizontal relationship from vertical relationship. We cannot participate in it even though we want to participate in. I do not think it will be available only by changing the bylaws.
Nam Hyung Kim: [I]t should be stated clearly in the bylaws whether the president can re-run or may re-run.
Myung Jin Choi: In Article 18 of Chapter 7 of the bylaws.
Jung Do Jung: 10 people in the supplementary provisions should be 11 people as an odd number.
Choon Sik Kim: The bylaws amendment is not a matter, [sic] which can be made easily in a meeting. [I]t should be tried about a year and it should be amended after making the amendment committee in the fiscal year of the next year.
Soon Ja Chang: The executive officers know it, but...
Chairperson: The bylaws can be amended on in the annual meeting.
President: As an additional comment, when the 26th bylaws is made, today’s annual meeting should be stated. By the favorable votes of 2/3, it should be amended today or in August or after making the amendment committee or after 1 year later again.
Jung Do Jung: I withdraw my own words to change the 10 people.
Jong Chul Choi: It should be decided today, even though it may take longer time [sic].
Chairperson: This is the printed one of the signed bylaws. Let us decide it through raising hands by those people who want to amend it or want to pass it.
Result of raising hands: Those who want to amend it: 7 people. Those who want to pass it as is: 20 people, with which the deliberation is passed.”
Thus, rather than amend the bylaws, it appears those in attendance at the meeting decided “to pass it as is.” Although it is not clear what that means, we conclude it is something different than amending the bylaws. And, in any event, the minutes are so ambiguous and confusing that they alone cannot and do not support Bae’s argument. Indeed, in his first amended complaint Bae admits this when he states “the process of amending the bylaws was very unclear and ambiguous and confusing.”
c. Audit reports
Bae also argues that KAFLA has not complied with the 1999 bylaws as they relate to audits. This issue was not before Division Three and, therefore, is not barred by collateral estoppel. Again, however, we conclude the argument is meritless.
Specifically, Bae claims “Lee has not revealed the budget settlement report dated October 13, 2004...” and that KAFLA failed to announce the results of its audits “publically in the daily newspaper.” Bae asserts such practices violate the 1999 bylaws. This argument is meritless because, as already explained, the 1999 bylaws are not relevant. The relevant bylaws—the 2004 bylaws—do not require that the audit reports be disclosed publically.
d. Final argument
Bae’s final argument is difficult to decipher. As far as we can tell, he claims there was another instance (in either May 2004 or May 2007) when the bylaws were amended improperly. After Division Three issued its 2007 opinion, Bae filed a motion to add a defendant and amend the complaint to include this other claim. Bae states, however, that the trial court never ruled on that motion. The record does not reveal whether Bae brought the motion to the trial court’s attention at the final December 12, 2007 status conference, whether he sought a ruling on it before the trial court dismissed the case, or even if the matter was discussed at the final status conference.
The record does reveal, however, that the trial court could have found the motion meritless. Bae “blames” past KAFLA president Kee Hwan Ha for the alleged improper bylaws amendment in either May 2004 or May 2007. Yet, the document on which Bae relies for this claim bears neither Ha’s name nor any indication of his participation in production of the document. Thus, because we presume the trial court based its rejection of Bae’s claims on a rationale supported by the record (see State Farm Fire & Casualty Co. v. Pietak, supra, 90 Cal.App.4th at p. 610), we are not persuaded by Bae’s final argument.
Disposition
The order is affirmed.
We concur: ROTHSCHILD, Acting P. J., JOHNSON, J.