Opinion
B197568
9-29-2008
JOHN ROBERT HANSON et al., Plaintiffs, Cross-defendants and Appellants, v. LELAND D. SMITH, Defendant, Cross-complainant and Respondent.
Law Offices of James W. Bates, James We. Bates; and Greg I. Anderson for Plaintiffs, Cross-defendants and Appellants. Law Offices of Eugene S. Alkana and Eugene S. Alkana for Defendant, Cross-complainant and Respondent.
Not to be Published
Plaintiffs, cross-defendants, and appellants John Robert Hanson and John Robert Hanson Revocable 1991 Inter Vivos Trust (the Trust) appeal from a judgment following a court trial in favor of defendant, cross-complainant, and respondent Leland D. Smith in this action arising out of two agreements: a business purchase agreement that included bailment of Hansons equipment and a lease with an option to purchase real property. Hanson and the Trust contend: (1) Hanson was not required to show that Smith failed to return any particular item of personal property to establish a breach of the bailment provisions; (2) parol evidence was inadmissible to vary the payment terms of the lease agreement; (3) Smith was not entitled to specific performance, because he failed to exercise the option to purchase the property in strict compliance with its terms; (4) the Trust, as the holder of record title, could pursue an unlawful detainer action against Smith after he exercised his option to purchase the property; and (5) postjudgment events permit this court to find the option is no longer enforceable.
We conclude that in an action for breach of a bailment contract, Hanson had the burden to prove Smith failed to return personal property upon Hansons demand; the lease agreement was reasonably susceptible to the interpretation that one payment of $30,000 had been intended to satisfy the security deposit and the option payment; Smith was not required to exercise the option in strict accordance with its terms after Hansons anticipatory breach of the lease agreement; the Trust could not pursue an unlawful detainer action after Smith exercised his option to purchase the property; and the contentions concerning postjudgment events are not properly addressed for the first time on appeal. Therefore, we affirm.
The motion filed by Hanson and the Trust requesting this court take judicial notice of pleadings filed in another action in 2007 and 2008 is denied. The documents are not relevant to any of the issues properly raised in this appeal.
FACTS AND PROCEDURAL BACKGROUND
Agreements Concerning the Business and Real Property
The Trust owned five adjacent parcels of real property in San Gabriel. Hanson operated a custom woodworking business on three of the lots. In 1987, Hanson hired Smith, who had recently graduated from high school. Smiths responsibilities increased over time.
On November 15, 1996, Hanson and Smith executed an agreement transferring the woodworking business to Smith, effective January 1, 1997. Smith agreed to pay monthly rent for the premises. The agreement provided that Smith could hire Hanson as an employee with no responsibility or proprietary interest in the business. The agreement also provided Smith with "the use, control and responsibility of" several items listed on an attached schedule, although Hanson did not warrant their usefulness or safety. The agreement further provided, "Smith assumes all risks in the use of the items, and will be responsible for their repair and maintenance, and will safeguard and return, upon a demand by Hanson, any and all items in good order. Hanson may remove any item at any time. Smith may not move, rent or sell any of the items known to belong to Hanson, of which this list is only partial." Hanson increased the amount of the monthly rent in the middle of 1997 to $2,200 per month.
Hansons real estate broker was Marion Cavataio, who was the president of Emerald Realty. Her husband John Cavataio was Hansons accountant.
Because several witnesses share the last name Cavataio, they will be referred to individually by their first names.
On November 1, 1997, Hanson, as trustee of the Trust, and Smith executed a standard commercial tenant lease and two attached addendums providing an option to purchase the three lots used by the business. Emerald Realty prepared the paperwork for the lease agreement. The monthly rent was $3,697.50. Upon execution of the agreement, Smith was required to give the Trust a security deposit of $30,000, "as security for [Smiths] faithful performance of [his] obligations under this Lease." Emerald Realty was listed as the Trusts real estate broker in the transaction. The lease agreement contained an attorney fee provision.
The option form stated the purchase price was $500,000. Smith was required to exercise the option during the period from January 1, 1999, to January 10, 2012, referred to as the "option period." The form stated that in order to exercise the option, Smith must give written notice to the Trust during the option period, and if not given during the option period, the option would automatically expire. At the time the option was exercised, Smith must deliver to the Trust a cashiers check for $30,000, payable to the Trust, to be part of the purchase price. If Smith exercised the option during the option period, the transfer of title to Smith and payment of the purchase price to the Trust must occur within 30 days, and until that time, the terms of the lease would remain in effect. In addition, within ten days of the date the option was exercised, Smith and the Trust must give instructions to a reliable escrow company to consummate the sale. The Trust must deposit the cashiers check upon opening of escrow, with the balance of the purchase price to be deposited into escrow one day prior to the close of escrow.
In addition, the parties executed an addendum to the option providing a schedule of credits that Smith would receive toward the purchase price based on the payments due under the lease. The addendum stated that in addition to the regular monthly lease payments, an option payment of $30,000 was due on November 1, 1997. The addendum also provided that "[t]he option to purchase the subject property shall be exercisable only during the first ten days of each calendar year except the year of 1998." The addendum listed the total amount of credit Smith would be entitled to receive against the purchase price each year. He was entitled to credit of $62,186 as of January 1, 2005, and $68,497 as of January 1, 2006. The addendum also stated: "If option is exercised on any of the above dates, [Smith] shall pay the difference between the option price and the above credits by cashiers check."
Smith gave Emerald Realty a check for $30,000 on November 1, 1997, which he understood was both the security deposit and option payment. Emerald Realty kept $10,000 for its commission and transferred $20,000 to Hansons account at Merrill Lynch. The transaction was treated as an installment sale on Hansons tax returns, rather than as a lease. In 2002, Smith purchased the two remaining lots from the Trust.
Anticipatory Repudiation of the Lease Agreement
On August 8, 2005, Hanson sent Smith a letter stating that he was terminating the lease agreement. He had retained Attorney Robert Sloat to advise him. Hanson claimed several breaches of the agreement, including: the security deposit had never been paid and late charges were due; the premises were cluttered with debris and the machinery was not wired properly; combustibles were not properly stored or disposed of; the roof had significant leaks; the property insurance was not from a California company; and the purchase option had never been exercised. He concluded that Smith owed $30,000 for the security deposit, $48,000 for penalties, and $18,000 for late fees. He noted that under the business agreement, he could have a machinery moving company clean out the building in a day.
Hanson stated: "The worst breach, to me, is not following the `Spirit of our agreement. My offer to you was the trust of the Company to operate it in a professional business[-]like manner. You have failed to do so." Hanson proceeded to list his criticisms of Smiths business and personal decisions, including: withdrawing an amount from the business that Hanson considered excessive; the choice of a truck for the business which Hanson considered unnecessarily large; personal expenditures that Hanson did not consider wise; failing to maintain the cleanliness and condition of the building, despite Hansons advice to throw things out; hiring an electrician whom he knew Hanson did not recommend; poor managerial skills; and apparently, bad taste in women.
Hanson offered Smith a new two-year lease, effective September 1, 2005. Hanson demanded that Smith take the following measures over the two-year period: put in a new roof; install or replace dust, fire, and electrical systems; clean the property and maintain it in a clean condition; maintain the machines; raise the height of a roof on a shed; install a guardrail; and keep floors clear and swept at all times. In addition, Hanson stated he would like to see: raises for employees; a clean, safe facility; a "sensible" vehicle for the business; plans for a "finish" building; a professional-looking front office; and a humble executive, who put the needs of the business first and invested his earnings accordingly, spent less time on the computer in the office, took work home with him, and slept less, because "8 hours sleep is too much for a busy exec. Get off your butt and run your business 24-7."
Hanson concluded, "I trust you are wise enough to see this for what it is. A wake-up call to get the attention off yourself and on to the business. You harp to the men how broke you are. But they `see this is not so. Your image needs a do. You need a major dose of humility." He stated that his offer of a new two-year lease would expire at midnight on August 29, 2005. He added as a post-script, "I want you to succeed!"
Smith retained Attorney Stephen Golden. On August 30, 2005, Golden sent a letter to Sloat characterizing Hansons attempt to terminate the lease as a simple act of greed based on increasing property values. "The only issue raised by your client that has any possible merit is his right to remove his equipment from the premises. Although my client believes that the right to remove his property can only be exercised upon my clients improper use and maintenance of your clients equipment, he is willing to resolve the issue in good faith. Please inform your client that he may come and pick up his equipment at a convenient time to be arranged between counsel so that such matters may be conducted smoothly and without incident." Golden suggested meeting to resolve the dispute. "In the meantime, please be advised your client is not welcome to enter into the leased premises except, (1) to retrieve his equipment at a convenient time arranged by counsel, and (2) pursuant to your clients rights to inspect the premises upon proper notice and for proper reasons."
Smith submitted a loan application to real estate broker James Cavataio, whose business is arranging financing as a loan officer. He is Marion and Johns son. Smith eventually received approval for a loan of $450,000.
On September 19, 2005, Golden sent an identical letter to Sloat. However, he highlighted the portion of the letter stating that Hanson was not welcome on the property except to retrieve his equipment. He added, "Please be advised that my client will be exercising his option to purchase your clients property during the option period pursuant to the lease between our clients. My client hereby provides written notice of his intent to exercise his option to purchase the property pursuant to paragraph (C) of the `Option to Purchase."
On October 10, 2005, Golden wrote a letter directly to Hanson that was essentially the same as the September 19, 2005 letters sent to Sloat. On November 14, 2005, Golden wrote to Hanson and stated that Smith was exercising his option to purchase the property pursuant to the lease. He enclosed three copies of escrow documents for the purchase. He instructed Hanson to keep one copy and sign and return the other two.
Legal Proceedings
On November 28, 2005, Hanson and the Trust filed a complaint against Smith. Smith retained Attorney Eugene Alkana. On December 30, 2005, Alkana wrote to Hansons Attorneys James Bates and Greg Anderson. He reiterated that Smith was exercising his option to purchase the property pursuant to the option and escrow instructions, dated November 9, 2005. He enclosed a copy of the proposed escrow instructions and a copy of a cashiers check in the amount of $30,000 made payable to the John R. Hanson Trust or Leland Smith. He asked Hansons attorneys to contact him on Tuesday, January 2, 2006, to discuss the delivery of the check and the documents necessary to open escrow. He noted that they intended to close escrow on February 1, 2006.
On March 1, 2006, Hanson and the Trust filed an amended complaint alleging several causes of action, including recovery of possession of personal property, breach of contract, common count, and declaratory relief. On March 22, 2006, the Trust filed an unlawful detainer action against Smith. The actions were consolidated.
On May 8, 2006, Smith filed a cross-complaint for specific performance, breach of the option agreement, quiet title, and breach of the covenant of good faith and fair dealing. A court trial was held on December 12, 13, and 14, 2006.
Hanson testified that Marion and Smith had negotiated the lease agreement. He knew nothing about the details and was never informed that $20,000 was transferred to his account or the purpose of the funds.
Marion testified that Hanson dictated the terms of the agreement to her. Based on her discussion with him, she understood that only one payment of $30,000 was due from Smith. A typical security deposit would have been an amount equivalent to one or two months rent. The lease option agreement was signed in Hansons office with both Marion and Smith present. Emerald Realty is not entitled to any further commission if the property is sold.
Smith testified that he has some of the items listed on the attachment to the business agreement, but not all of them. Some of the items were taken from the property and some had served their useful life.
Judgment was entered on January 5, 2007. The trial court found that at the time of the unlawful detainer proceedings, the Trust had no recognizable legal interest in the property, and moreover, had delayed an unreasonable amount of time in bringing the action for eviction. Therefore, Smith was entitled to judgment in his favor on the unlawful detainer case. The trial court found that Hanson had failed to identify with particularity the items of personal property which he sought to have returned and failed to establish any amount for loss of use. The court found Smith was entitled to specific performance of the option agreement for the three lots. The court ordered Hanson, individually and as trustee of the Trust, to comply with the terms of the option agreement forthwith by executing all documents necessary to effectuate the sale of the property pursuant to the agreement. Title to the two lots that Smith purchased in 2002 was quieted in Smiths name, and the court ordered Hanson, individually and as trustee of the Trust, to execute a deed conveying ownership of those two lots to Smith. The court awarded costs and attorney fees to Smith. Hanson and the Trust filed a motion for new trial, which the trial court denied. Hanson and the Trust filed a timely notice of appeal.
DISCUSSION
Standard of Review
"We review the trial courts findings of fact to determine whether they are supported by substantial evidence. [Citation.] To the extent the trial court drew conclusions of law based upon its findings of fact, we review those conclusions of law de novo. [Citation.]" (Westfour Corp. v. California First Bank (1992) 3 Cal.App.4th 1554, 1558.)
"Under [the substantial evidence standard of review], we must consider all of the evidence in the light most favorable to the prevailing party, giving it the benefit of every reasonable inference, and resolving conflicts in support of the [findings]. [Citations.] [¶] It is not our task to weigh conflicts and disputes in the evidence; that is the province of the trier of fact. Our authority begins and ends with a determination as to whether, on the entire record, there is any substantial evidence, contradicted or uncontradicted, in support of the judgment. Even in cases where the evidence is undisputed or uncontradicted, if two or more different inferences can reasonably be drawn from the evidence this court is without power to substitute its own inferences or deductions for those of the trier of fact, which must resolve such conflicting inferences in the absence of a rule of law specifying the inference to be drawn . . . . [Citations.]" (Howard v. Owens Corning (1999) 72 Cal.App.4th 621, 630-631.) "The ultimate test is whether it is reasonable for a trier of fact to make the ruling in question in light of the whole record." (Roddenberry v. Roddenberry (1996) 44 Cal.App.4th 634, 652.)
We review the interpretation of a written instrument de novo, unless the interpretation turns upon the credibility of extrinsic evidence. (Parsons v. Bristol Development Co. (1965) 62 Cal.2d 861, 865.)
Hansons Personal Property
Hanson contends he was not required to establish which items remained in Smiths possession, but rather, Smith was required to prove that he was not negligent or at fault for the loss of items that were no longer in his possession. Hansons interpretation of the law is incorrect.
In an action for breach of a bailment contract, the bailor must prove that property was deposited with the bailee, a demand was made for the property, and the bailee failed to return the property. (Gebert v. Yank (1985) 172 Cal.App.3d 544, 551-552.) If the bailor establishes a breach of the contract, the burden shifts to the bailee to prove that the failure to redeliver was not caused by the bailees negligence. (Ibid.)
In this case, the evidence showed that certain property was left in Smiths possession, Hanson demanded a return of the property, and Smith repeatedly agreed to allow Hanson to collect his property. Smith never refused or failed to return any of Hansons property. At trial, Smith mentioned that he no longer had some of the property because Hanson had already retrieved some items and other items had worn out through normal use. However, because Hanson never attempted to collect the property, there was no evidence that Smith failed to return any property. The burden never shifted to Smith to prove that he was not at fault for the loss of a particular item. The trial court properly found that Hanson failed to meet his burden of proof to show breach of the bailment contract.
Initial Payment Required by the Lease Agreement
Hanson and the Trust contend that the provisions of the lease agreement were not reasonably susceptible to the interpretation that one initial payment of $30,000 was required for both the security deposit and the option payments, and therefore, the testimony concerning the parties agreement should not have been admitted. We disagree.
A contract must be interpreted so as "to give effect to the mutual intention of the parties as it existed at the time of contracting, so far as the same is ascertainable and lawful." (Civ. Code, § 1636; see also Bank of the West v. Superior Court (1992) 2 Cal.4th 1254, 1264; Pacific Gas & E. Co. v. G. W. Thomas Drayage etc. Co. (1968) 69 Cal.2d 33, 38, fn. 5.) The intention of the parties is to be ascertained from the writing alone, if possible, and the words of the contract must be understood in their ordinary and popular sense. (Civ. Code, §§ 1639, 1644; In re Marriage of Simundza (2004) 121 Cal.App.4th 1513, 1518.) Under the parol evidence rule, "where the parties to a contract have set forth the terms of their agreement in a writing which they intend as the final and complete expression of their understanding, it is deemed integrated and may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement." (Banco Do Brasil, S.A. v. Latian, Inc. (1991) 234 Cal.App.3d 973, 1000; see also Civ. Code, § 1625; Code Civ. Proc., § 1856, subd. (a).)
"`The test of admissibility of extrinsic evidence to explain the meaning of a written instrument is not whether it appears to the court to be plain and unambiguous on its face, but whether the offered evidence is relevant to prove a meaning to which the language of the instrument is reasonably susceptible." (Dore v. Arnold Worldwide, Inc. (2006) 39 Cal.4th 384, 391, quoting Pacific Gas & E. Co. v. G. W. Thomas Drayage etc. Co., supra, 69 Cal.2d at p. 37.) Accordingly, "[e]ven if a contract appears unambiguous on its face, a latent ambiguity may be exposed by extrinsic evidence which reveals more than one possible meaning to which the language of the contract is yet reasonably susceptible. [Citations.]" (Morey v. Vannucci (1998) 64 Cal.App.4th 904, 912.)
The threshold issue of whether the contract is reasonably susceptible to the interpretation urged, and thus whether the extrinsic evidence is admissible, is a question of law subject to de novo review. (Founding Members of the Newport Beach Country Club v. Newport Beach Country Club, Inc. (2003) 109 Cal.App.4th 944, 955; Winet v. Price (1992) 4 Cal.App.4th 1159, 1165-1166.) However, "[w]hen the competent extrinsic evidence is in conflict, and thus requires resolution of credibility issues, any reasonable construction will be upheld if it is supported by substantial evidence." (Founding Members of the Newport Beach Country Club v. Newport Beach Country Club, Inc., supra, 109 Cal.App.4th at p. 956; see also Winet v. Price, supra, 4 Cal.App.4th at p. 1166.)
In this case, parol evidence revealed that the payment provisions of the lease and the attached addendums were reasonably susceptible to more than one interpretation. Neither the lease nor the addendums expressly state that an option payment is required in addition to a security deposit. The option payment provision states that an option payment of $30,000 is due in addition to the monthly lease payments of $3,697.50. Although the provision refers to the monthly lease payments, it does not mention that there is an additional amount required for a security deposit. A single payment for both purposes is not precluded by the language of the agreement.
The uncontradicted testimony of Hansons agent, who prepared the paperwork for the transaction, was that the parties intended for Smith to make one payment of $30,000. Smith concurred that one payment of $30,000 satisfied the total deposit requirements for the agreement. The evidence also showed that $30,000 would have been an excessive amount for the security deposit alone, considering similar commercial leases required a deposit of one or two months rent. Based on the undisputed evidence of the parties intent, the trial court properly interpreted the agreement to require one payment of $30,000 for the security deposit and the option payment.
Even if we were to conclude that the parties agreement was not reasonably susceptible to the trial courts interpretation, based on the undisputed evidence, we would find that: (1) the parties treated Smiths initial payment of $30,000 as the option payment; (2) Hanson waived the security deposit requirement by failing to give Smith notice that the deposit had not been paid and continuing to accept payments in accordance with the agreement; and (3) Hanson was not damaged by the failure to receive a security deposit, because the deposit was security for the performance of obligations under the agreement that Smith in fact performed, and the security deposit would have been returned to Smith with interest at the expiration of the lease.
Compliance with Terms of Option
Hanson and the Trust contend that Smith was not entitled to specific performance because he failed to exercise the option in strict accordance with its terms. Specifically, Smiths delivery of a copy of a cashiers check did not satisfy the requirement to deliver a cashiers check for $30,000 to the Trust at the time of exercising the option, and he did not exercise the option within the first ten days of the year. Their interpretation of the law is incorrect.
"An option supported by consideration is an irrevocable offer, open for a prescribed period. If there is actual consideration instead of a promise of consideration, the option contract is unilateral. [Citation.] The acceptance must be in accordance with the terms of the option agreement and must be free of conditions which the optionor is not bound to perform. [Citations.]" (Riverside Fence Co. v. Novak (1969) 273 Cal.App.2d 656, 660.) "In addition, an optionor who has given an irrevocable option to purchase property may not do any act or omit to perform any duty calculated to cause the optionee to delay exercising the option within the specified period. [Citation.] The optionors good faith is a relevant consideration; his evasion or prevention of exercise of the option may excuse tender of performance and other conditions precedent to acceptance. [Citations.]" (Id. at pp. 662-663.)
"While an actual breach of contract cannot occur until the time for performance has arrived, an anticipatory repudiation of the contract, or anticipatory breach, occurs before performance is due under the contract and results in a total breach. [Citation.] A party anticipatorily breaches a contract expressly by unequivocally refusing to perform, or impliedly by conduct `where the promisor puts it out of his power to perform so as to make substantial performance of his promise impossible. [Citation.] A promisors anticipatory repudiation permits the promisee to recover damages immediately for a total breach of contract without performing or offering to perform any conditions precedent under the contract. [Citations.] However, in order to obtain damages in an action for anticipatory breach, the nonbreaching party must prove that it had the ability to perform under the contract. [Citation.]" (County of Solano v. Vallejo Redevelopment Agency (1999) 75 Cal.App.4th 1262, 1275-1276.)
"It is well settled that a buyer seeking specific performance of a contract for the sale of realty has the burden of proving that he was able to perform his obligations under the contract. Where the action is based on the sellers anticipatory breach, the buyer must still show he was ready and able to perform his side of the bargain at the time his performance came due. [Citations.]" (Henry v. Sharma (1984) 154 Cal.App.3d 665, 669.)
"[T]he only effect of the repudiation is to excuse the plaintiff from the usual duty of making a tender. [Citations.] While the positive repudiation of a contract of sale by the vendor excuses the vendee from a formal tender of the price as a condition precedent to an action for specific performance, it does not obviate the necessity of stating in his complaint in such action that he is ready, able, and willing to pay the amount due. [Citations.] [¶] A purchaser without funds of his own may show that he was ready and able to pay the purchase price because he had made arrangements to borrow the required funds from a lending institution or from a third party, but if he relies upon the negotiation of a loan from a third party, the buyer must prove: (1) That the third party was legally bound by contract to advance the funds [citation; and (2) `]that the party offering to advance the (purchase price) has the financial ability so to do[. Citations.]" (Am-Cal Inv. Co. v. Sharlyn Estates, Inc. (1967) 255 Cal.App.2d 526, 539-540.)
Upon Hansons repudiation of the lease and option agreement in August 2005, Smith was entitled to bring an immediate action for specific performance of the agreement. Smith was not obligated to actually tender or deposit the option price or purchase price in order to enforce the agreement. The trial courts finding that Smith was able to perform was supported by ample evidence.
Even if we were to conclude that Smith was required to exercise the option, or that by attempting to exercise the option, Smith was required to comply with its terms, the undisputed evidence shows that Smith substantially complied with the terms of the agreement. He obtained financing to purchase the property and a cashiers check in the proper amount to exercise the option. Smiths attorney asked Hansons attorney to contact him on January 2, 2006, a date within the annual 10-day time period in the parties agreement to exercise the option, to discuss payment delivery and opening escrow. Hanson did not respond or cooperate, thereby preventing Smiths performance.
Unlawful Detainer Action
Hanson and the Trust contend that they are entitled to pursue the unlawful detainer action until such time as Smith completed the purchase of the property. This is incorrect.
"[W]hen the option is exercised, the right to purchase the property relates back to the time the option was made. [Citations.] Thus, subsequent purchasers of the property with notice of an option to purchase take subject to the right of the optionee to complete the purchase. [Citation.] The effect of these rules with respect to competing claims to title to property is summarized by Miller and Starr: `When a purchaser or encumbrancer acquires an interest in the property after the option is given but before it is exercised, and he or she has notice of the option, when the option is exercised the title received by the optionee relates back to the date the option was given and extinguishes the interest of the intervening party. (5 Miller & Starr, [Cal. Real Estate (3d ed. 2000)] § 11:108, pp. 283, 285, italics added.) Implicit in this relation-back rule is the fact that the optionee has actually received title to the property pursuant to the exercise of the option. Until title is transferred, the optionee, after exercising the option, holds only a right to complete the purchase, enforceable by specific performance; intervening interests, while subject to this right, are not yet extinguished." (Wachovia Bank v. Lifetime Industries, Inc. (2006) 145 Cal.App.4th 1039, 1050.)
However, the remedy of specific performance reflects the principle that the parties should be placed in the same position as if the contract had been performed. (Ellis v. Mihelis (1963) 60 Cal.2d 206, 220.) Had Hanson, as trustee, timely performed by proceeding with the transaction promptly in good faith, title to the property would have been transferred prior to the filing of the unlawful detainer action. (See Erich v. Granoff (1980) 109 Cal.App.3d 920, 930-931 [optionees entitled to recover rent payments made after they exercised their option to purchase property, as well as costs incurred to stay unlawful detainer action].) The trial court properly found that Hanson and the Trust could not maintain an unlawful detainer action after Smith exercised his option to purchase the property and Hanson failed to conclude the transaction.
Postjudgment Evidence
Hanson and the Trust request this court find the option has been terminated based on postjudgment events. Matters occurring after the rendition of a judgment are generally irrelevant and should not be entertained by an appellate court. "It has long been the general rule and understanding that `an appeal reviews the correctness of a judgment as of the time of its rendition, upon a record of matters which were before the trial court for its consideration. [Citation.] This rule . . . promotes the orderly settling of factual questions and disputes in the trial court, provides a meaningful record for review, and serves to avoid prolonged delays on appeal." (In re Zeth S. (2003) 31 Cal.4th 396, 405.) We decline to address this contention.
DISPOSITION
The judgment is affirmed. Defendant, cross-complainant, and respondent Leland D. Smith is awarded his costs on appeal.
We concur:
ARMSTRONG, Acting P. J.
MOSK, J.