Opinion
D074591
04-27-2020
BAKHSHIS SINGH HUNDAL et al., Plaintiffs, Cross-defendants and Appellants, v. AMRITPAL SINGH TAKHAR et al., Defendants, Cross-complainants and Respondents.
Williams Iagmin, Jon R. Williams; and Donald W. Lamson for Plaintiffs, Cross-defendants and Appellants. Meyers Fozi & Dwork, Golnar J. Fozi and Daniel S. Modafferi for Defendants, Cross-complainants and Respondents.
NOT TO BE PUBLISHED IN OFFICIAL REPORTS
California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115. (Super. Ct. No. 37-2013-00069131-CU-MC-NC) APPEAL from a judgment of the Superior Court of San Diego County, Timothy M. Casserly, Judge. Affirmed. Williams Iagmin, Jon R. Williams; and Donald W. Lamson for Plaintiffs, Cross-defendants and Appellants. Meyers Fozi & Dwork, Golnar J. Fozi and Daniel S. Modafferi for Defendants, Cross-complainants and Respondents.
I.
INTRODUCTION
In September 2013, plaintiffs brought this action against defendants seeking the resolution of a dispute concerning "the status and authority of [p]laintiffs and [d]efendants over the financial and business affairs of [the Sikh Society of San Diego (SSSD)]." As relevant to this appeal, plaintiffs brought a declaratory relief cause of action in which they sought a judgment declaring that certain amendments to SSSD's 1998 Bylaws (1998 Bylaws) adopted in 2005 (2005 Amendments) were "invalid and of no force or effect." The 2005 Amendments amended the 1998 Bylaws by "creat[ing a B]oard of [T]rustees," that would serve as "the supreme body to run [SSSD] activities."
Plaintiffs are Bakhshis Singh Hundal, Lakhwinder Singh, Sukhwinder Singh Saini, Paramjit Singh Bhandal, and Lakhwinder Singh Chahal.
Defendants are Amritpal Singh Takhar, Baljit Singh Toor, Gurmanjit Singh Randhawa, Manjit Singh Toor, Bhupinder Singh Takhar, Jagrup Singh Takhar, Amritpal Singh Toor, Gurmit Singh Toor, and the Sikh Society of San Diego.
Plaintiffs also brought a "related injunction" cause of action. Because plaintiffs do not raise any separate arguments pertaining to the injunctive cause of action, we focus, as do the parties, on the declaratory relief cause of action.
After considering evidence and holding a hearing, the trial court issued a minute order rejecting the plaintiffs' request for declaratory relief. On the merits of the plaintiffs' declaratory relief cause of action, the court found that the 2005 Amendments were properly adopted and that they had "radically changed the governance of the SSSD" by "plac[ing] all the power and control of the SSSD in the hands of a Board of Trustees." In the alternative, the trial court determined that the plaintiffs' September 2013 complaint was not timely filed "[u]nder any possible statute of limitation[s]," since "the gravamen of their complaint is that the [B]oard of [T]rustees took over at the end of 2005 without authority to do so." The trial court entered a judgment in defendants' favor.
As a second alternative ground to deny plaintiffs relief, the trial court found that the plaintiffs' cause of action was barred by the doctrine of laches.
On appeal, plaintiffs claim that the 2005 Amendments are invalid because "they neither complied with controlling language in the 1998 Bylaws nor relevant provisions of the Corporations Code . . . ." (Some capitalization omitted.) Plaintiffs further claim that the trial court erred in determining that their declaratory relief cause of action is time-barred. In support of this contention, plaintiffs argue that their cause of action did not ripen until, at the earliest, defendants "first asserted in 2012 that they believed that the 2005 [A]mendments had supplanted the 1998 Bylaws, and (at the latest) when [defendants] subsequently refused to recognize the results of a September 1, 2013 election conducted pursuant to those 1998 Bylaws."
We conclude that the only claim that plaintiffs pursue in this appeal, i.e., that the 2005 Amendments are invalid, accrued in 2005, and is barred under any potentially applicable statute of limitations. Accordingly, we affirm the judgment.
Despite extensively citing to the trial exhibits in plaintiffs' briefs on appeal, plaintiffs' counsel did not designate any of the exhibits for transmittal to this court pursuant to California Rules of Court, rule 8.224(a), as required. When this court contacted plaintiffs' counsel and requested that counsel send the court the exhibits (see California Rules of Court, rule 8.224(d)), counsel failed to do so in a timely fashion. While it appears that many of the trial exhibits are documents that are contained in the appellants' appendix, counsel's failure to timely transmit the exhibits cited in plaintiffs' brief delayed resolution of this case, wasted judicial resources, and could have, but did not, prejudice his clients. Counsel is admonished to comply with the rules pertaining to the transmission of exhibits in any future appeals. (See California Rules of Court, rule 8.224.)
II.
FACTUAL AND PROCEDURAL BACKGROUND
A. The complaint
Plaintiffs filed this action against defendants in September 2013. Plaintiffs' complaint contained two causes of action: one for declaratory relief and one seeking an appointment of a receiver and an injunction. The complaint contained the following allegations.
1. The parties
SSSD is a California nonprofit religious corporation that conducts religious services in Escondido. Plaintiffs are members and "duly elected officers of SSSD." At all relevant times, defendants were members of SSSD who "controlled [the] operations [of SSSD] for several years."
2. The 1998 Bylaws
SSSD's Articles of Incorporation were filed with the Secretary of State in 1988. Approximately 10 years later, the general body of SSSD adopted the 1998 Bylaws to govern the SSSD. The 1998 Bylaws contained provisions that:
The plaintiffs attached the 1998 Bylaws to their complaint.
• established a committee called the Sevadar Committee
• established how Sevadar Committee members were to be selected
• provided for three-year terms for Sevadar Committee members
• established that the Sevadar Committee would select the vice president, assistant secretary and assistant treasurer of SSSD
• established that the Sevadar Committee would select a seven-member board of directors
3. The Election
The complaint further alleged that "[f]or years, [d]efendants have refused to allow the selection [of a Sevadar Committee]." On September 1, 2013, an election of the Sevadar Committee took place as follows:
"On September 1, 2013 a noticed meeting of SSSD Members took place . . . as a result of the actions of [p]laintiffs and other SSSD Members. At that time, [p]laintiffs were properly selected by a majority at a quorum of the SSSD Members to serve on the Sevadar Committee and, then they filled the five offices of President, Vice President, Secretary, Vice Secretary, and Cashier ('The Election')."
According to the complaint, "[d]efendants, and each of them, have refused to recognize The Election or to allow the five (5) new Sevadar Committee members to perform their duties. Defendants have refused to allow [p]laintiffs access to financial information or any other operations as officers of SSSD."
4. The 2005 Amendments
The plaintiffs' complaint also alleged the following with respect to the 2005 Amendments:
"Amended By-Laws. The [i]ndividual [d]efendants have created and contend they have passed various amendments to the By-Laws and Articles of Incorporation ('The [2005] Amendments').[] However, [t]he [2005] Amendments have never been approved by the SSSD Members. Article IX of the [1998] By-Laws requires that an amendment to the [1998] By-Laws be presented to SSSD Members for their approval by 'at least three-fourths (3/4) majority.' Accordingly, [d]efendants have violated Section 9150 [(c)] of the California Corporations Code."
It appears to be undisputed that plaintiffs were referring here to the 2005 Amendments.
Corporations Code section 9150, subdivision (c) provides: "Subject to any provision in the articles or bylaws, the power of the board to adopt, amend or repeal bylaws is subject to the powers of members set forth in Section 9151."
Corporations Code section 9151 specifies various provisions related to the powers of members of a nonprofit religious corporation.
5. The declaratory relief cause of action
In their declaratory relief cause of action, plaintiffs alleged the following:
"This action for declaratory relief arises as a result of a legal dispute between [p]laintiffs and [d]efendants relating to the validity of The Election; the status and authority of [p]laintiffs and [d]efendants over the financial and business affairs of SSSD; the validity of [t]he [2005] Amendments; the duty of SSSD to provide yearly financial and business operations information to SSSD Members; and the refusal of SSSD to conduct the yearly selection of three new Sevadar Committee members."
In outlining their request for declaratory relief, plaintiffs stated the following:
"Plaintiffs request a judicial determination and declaration as to whether, among other things, that [t]he Election was valid and [p]laintiffs serve on the Sevadar Committee and in the SSSD offices elected; that [t]he [2005] Amendments are invalid and of no force or effect; that SSSD Members have the right to receive (and [SSSD] has the duty to provide) SSSD financial and business operations information on a yearly basis in accordance with the [1998] By-Laws; and, that SSSD is required to conduct the selection of SSSD
Members to the Sevadar Committee each year in accordance with the [1998] By-Laws."
6. The cause of action seeking injunctive relief and the appointment of a receiver
In their second cause of action, plaintiffs sought the appointment of a receiver "over the assets and operations of SSSD," and requested the issuance of an injunction "to end an apparent take-over of SSSD by [d]efendants and to . . . protect the interest[s] of [p]laintiff[s] and to facilitate the mandates of the By-Laws." B. The parties' briefing and presentation of evidence
Pursuant to a stipulation concerning how the case would be tried, the parties submitted trial briefs to the court together with written evidence, including deposition transcripts, declarations, and exhibits. C. The trial court's minute order and judgment
The trial court considered the evidence presented and, after holding a hearing at which it heard oral argument from counsel, issued a minute order denying plaintiffs' requests for declaratory and injunctive relief. After outlining the procedural history of the case, the court summarized the plaintiffs' complaint as follows:
The record does not contain a reporter's transcript of the hearing.
"The plaintiffs' complaint, filed on September 30, 2013 alleges two causes of action. The first cause of action is for declaratory relief. The second for injunctive relief and the appointment of a receiver. The crux of the plaintiffs' complaint is first, the 1998 [B]ylaws of the [SSSD] are controlling. Second, the 2005 [A]mendment[s] to the bylaws never occurred. Third, the Board of Trustees which has been controlling the SSSD since 2005 has been controlling the SSSD without authority to do so."
The court rejected the plaintiffs' contention that they were entitled to declaratory relief because the 2005 Amendments had not been properly adopted, as follows:
"Article IX of the 1998 [B]ylaws provided a mechanism for amending the bylaws. It provided that the bylaws could be amended by a [two thirds] vote of the Board of Directors where a quorum was present and it would then be presented to the Sikh Society membership. Approval of [three fourths] of the members present at the meeting was required for the amendment to pass.
"In this case the court finds that the weight of the evidence establishes that the 2005 [A]mendments were properly passed and disagrees with the [p]laintiffs' position that the 1998 [B]ylaws remain in effect. The evidence shows that on or about September 25, 2005, six of the seven-member board of directors voted on a proposal to amend the bylaws. The amended bylaws radically changed the governance of the SSSD. It placed all the power and control of the SSSD in the hands of a Board of Trustees. Although this new governance structure took away power from the membership, it also provided a mechanism by which the Sikh Temple (gurdwara) could be constructed. This had been something the membership had wanted for a considerable period of time. The SSSD had purchased land for a temple in Escondido in 1995. Construction of the temple had not been accomplished under the prior governance structure.
"The Board of Directors scheduled a meeting of the membership for December 17, 2005, at 2:00 p.m. at the gurdwara site where the membership would be asked to approve the [2005] [A]mendment[s]. Monthly newsletters for October, November, and December[] 2005 were sent to the members notifying them of this meeting. In addition, the members were notified at every Sunday worship service. The court finds the [p]laintiffs' contention that the monthly newsletters submitted in evidence by the defense may well have been faked to be implausible.
"The court finds that on December 17, 2005, at 2:00 p.m. the [B]oard of [D]irectors met at the gudwara site and voted to amend the bylaws. Six of the seven members voted to approve the [2005] [A]mendment[s]. The [2005] [A]mendment[s] [were] presented to the membership. There were only a very small number of members present. No one disapproved of the [2005] amendment[s].
"The court therefore finds that the 2005 [A]mendments were properly passed and that the 1998 [Bylaws are] not controlling and therefore finds in favor of the defense on the complaint."
In the alternative, the court ruled that plaintiffs' complaint was barred by all potentially applicable statute of limitations:
"Even if the court were to find some defect in the way the 2005 [A] mendment[s were] put into effect, which as noted above it does not, [p]laintiffs would still not prevail because [p]laintiffs did not timely file their complaint.
"Shortly after the December 2005 meeting the SSSD sent the California Secretary of State a copy [of the] 2005 [A]mendment[s] and a letter stating that the [B]oard of [D]irectors had been dissolved and that the SSSD was now governed by a [B]oard of [T]rustees. They sent out newsletters notifying the members of the new [B]oard of [T]rustees. Numerous actions have been taken by the [B]oard of [T]rustees since the December 17, 2005, meeting consistent with the [B]oard of [T]rustees now being in control of the SSSD including but not limited to financing, building, and operating the temple.
"Plaintiffs filed their complaint in September[] 2013, more than [seven and one half] years after the [B]oard of [D]irectors was dissolved and the [B]oard of [T]rustees began governing the operation of the SSSD. Although [p]laintiffs' may not have felt personally aggrieved by the structure change until years later, the gravamen of their complaint is that the [B]oard of [T]rustees took over at the end of 2005 without authority to do so. Under any possible statute of limitation[,] 2013 was far too late to file their two causes of action."
The trial court also set forth the basis for its ruling that plaintiffs' claims were "barred by the doctrine of laches," as follows:
"The defense of laches requires unreasonable delay plus either acquiescence in the act about which plaintiff complains or prejudice to the defendant resulting from the delay. Johnson v. City of Loma Linda (2000) 24 Cal.4th 61, 68. In this case the court finds the [p]laintiffs' [seven and one half] year delay to be unreasonable. The court also finds that the [p]laintiffs' acquiesced in the actions taken by the [B]oard of [T]rustees at least for a number of years before taking any action. The court also finds that the defense was prejudiced by the delay in two ways. First, because of delays it made it much more difficult for the defense to obtain proof about what occurred in 2005. Second, the [p]laintiffs are contending that the [B]oard of [T]rustees has been operating without authority to do so since December 2005. Trying to fashion some sort of equitable ruling regarding all the actions taken by the board for all that time would have been virtually impossible."
The trial court entered a judgment consistent with its minute order. D. The appeal
Plaintiffs appeal from the judgment. In their opening brief, plaintiffs raise two legal arguments. With respect to the trial court's ruling on the merits of their declaratory relief cause of action, plaintiffs argue that the trial court erred in concluding that the 2005 Amendments were validly adopted. With respect to the trial court's ruling that their action is time-barred, plaintiffs claim that the trial court erred in concluding that their declaratory relief cause of action is barred by any potentially applicable statute of limitations and by the doctrine of laches. Since we conclude that the plaintiffs' action is time-barred under any potentially applicable statute of limitations, we need not, and do not, consider plaintiffs' other claims.
III.
DISCUSSION
Plaintiffs' declaratory relief cause of action is time-barred since it accrued in 2005 and
any potentially applicable statute of limitations expired before plaintiffs filed suit in 2013
Plaintiffs claim that the trial court erred in concluding that their declaratory relief cause of action is time-barred under all potentially applicable statutes of limitations. Since plaintiffs do not raise any challenges to the trial court's factual findings with respect to this claim, we assume that the de novo standard of review applies. (See Aryeh v. Canon Business Solutions, Inc. (2013) 55 Cal.4th 1185, 1191 ["The application of the statute of limitations on undisputed facts is a purely legal question [citation]; accordingly, we review the lower courts' rulings de novo"].) A. Governing law
As noted in footnote 3, ante, plaintiffs focus their statute of limitations argument on their declaratory cause of action and present no separate argument with respect to their cause of action for injunctive relief. Accordingly, we also shall consider solely the timeliness of plaintiffs' cause of action for declaratory relief.
1. Generally applicable law governing the application of a statute of limitations
"To determine the statute of limitations which applies to a cause of action it is necessary to identify the nature of the cause of action, i.e., the 'gravamen' of the cause of action. [Citations.] '[T]he nature of the right sued upon and not the form of action nor the relief demanded determines the applicability of the statute of limitations under our code.' [Citation.]" (Hensler v. City of Glendale (1994) 8 Cal.4th 1, 22-23 (Hensler).)
" 'Generally, a cause of action accrues and the statute of limitation begins to run when a suit may be maintained. [Citations.] "Ordinarily this is when the wrongful act is done and the obligation or the liability arises, but it does not 'accrue until the party owning it is entitled to begin and prosecute an action thereon.' " [Citation.] In other words, "[a] cause of action accrues 'upon the occurrence of the last element essential to the cause of action.' " [Citations.]' " (Howard Jarvis Taxpayers Assn v. City of La Habra (2001) 25 Cal.4th 809, 815 (Howard Jarvis).)
2. Declaratory relief
Code of Civil Procedure section 1060 provides in relevant part that "[a]ny person . . . who desires a declaration of his or her rights or duties with respect to another, . . . may, in cases of actual controversy relating to the legal rights and duties of the respective parties, bring an original action or cross-complaint in the superior court for a declaration of his or her rights and duties . . . ." (Italics added.)
As is made clear by the italicized words of Code of Civil Procedure section 1060 quoted ante, under California law, "an actual controversy that is currently active is required for [declaratory] relief to be issued, and . . . ripeness [is an] appropriate criteri[on] in [making] that determination." (Otay Land Co. v. Royal Indemnity Co. (2008) 169 Cal.App.4th 556, 563.) " 'A controversy is "ripe" when it has reached, but has not passed, the point that the facts have sufficiently congealed to permit an intelligent and useful decision to be made.' " (Newland v. Kizer (1989) 209 Cal.App.3d 647, 657-658.)
"[T]he requirements for declaratory relief inform the accrual date." (JPMorgan Chase Bank, N.A. v. Ward (2019) 33 Cal.App.5th 678, 688.) In Maguire v. Hibernia S. & L. Soc. (1944) 23 Cal.2d 719 (Maguire), the California Supreme Court outlined how a court is to apply a statute of limitations to a cause of action for declaratory relief. Under Maguire, "[T]he period of limitations applicable to ordinary actions at law and suits in equity should be applied in like manner to actions for declaratory relief." (Id. at p. 734; see also Howard Jarvis, supra, 25 Cal.4th at p. 821 ["declaratory judgment[s] are . . . available to enforce a variety of obligations; [the] choice of the statute of limitations . . . depends on the right or obligation sought to be enforced, and the statute's application generally follows its application to actions for damages or injunction on the same rights and obligations"].)
Maguire is "the seminal authority setting forth the rules governing the statute of limitations period for declaratory relief actions." (United Pacific-Reliance Ins. Co. v. DiDomenico (1985) 173 Cal.App.3d 673, 676, fn. 2 (United).)
The Maguire court also distinguished the application of the statute of limitations with respect to declaratory relief actions arising after an alleged breach of an obligation from those brought before such a breach as follows:
"[I]f declaratory relief is sought with reference to an obligation which has been breached and the right to commence an action for 'coercive' relief upon the cause of action arising therefrom is barred by the statute, the right to declaratory relief is likewise barred. On the other hand, if declaratory relief is sought 'before there has been a breach of the obligation in respect to which said declaration is sought,' or within the statutory period after the breach, the right to such relief is not barred by lapse of time. [Citation.]" (Maguire, supra, 23 Cal.2d at p. 734.)
The Maguire court explained that this latter rule, applicable to cases in which declaratory relief is brought before the alleged breach of an obligation, represents an exception to "the general rule that a cause of action accrues when a suit may be maintained thereon, and the statute of limitations then begins to run." (Maguire, supra, 23 Cal.2d at p. 733.) Such an exception makes sense because a prebreach declaratory relief action is itself an exception to the ordinary rule that "a suit may be maintained only after the breach of an obligation." (Ibid., italics added.)
In Snyder v. California Ins. Guarantee Assn. (2014) 229 Cal.App.4th 1196 (Snyder), the Court of Appeal summarized Maguire as establishing that "[a]n action for declaratory relief may be brought before a cause of action on the underlying obligation is breached, but in no event later than the applicable time period following the breach." (Id. at p. 1208, italics added; see also, e.g., Pena v. City of Los Angeles (1970) 8 Cal.App.3d 257, 262 (Pena) [" 'after the "coercive" remedy is barred by the statute of limitations, a declaratory relief action may not be utilized to circumvent the purpose of the statute' "].)
For example, in Pena, the plaintiffs sought "a declaration that they were lawfully entitled to be appointed [as policemen] at the various times they were first certified for appointment. . . . " (Pena, supra, 8 Cal.App.3d at pp. 259-260.) The Pena court concluded that the plaintiffs' cause of action "accrued when they were first refused appointment and the statute of limitations started to run as to each [plaintiff] on the day he was informed that he would not be so appointed." (Pena, at p. 262.)
Similarly, in Costa Serena Owners Coalition v. Costa Serena Architectural Com. (2009) 175 Cal.App.4th 1175 (Costa Serena), this court considered when the statute of limitations accrued on several declaratory relief and injunctive causes of actions that a coalition of homeowners (Coalition) brought to invalidate three amendments (Amendments) to the declarations of restrictions governing a planned housing development. (Id. at pp. 1178, 1195.) The Coalition claimed that that the Amendments had not been properly enacted. (Id. at p. 1193.) In analyzing the accrual of the statute of limitations on the Coalition's causes of action, we outlined the well-established law governing the date on which a statute of limitations ordinarily begins to run:
" 'As a general rule, a statute of limitations accrues when the act occurs which gives rise to the claim [citation], that is, when "the plaintiff sustains actual and appreciable harm. [Citation.] Any 'manifest and palpable' injury will commence the statutory period. [Citation.]" [Citation.]' " (Id. at p. 1195-1196; see also Pooshs v. Philip Morris USA, Inc. (2011) 51 Cal.4th 788, 797 (Pooshs) ["A cause of action accrues [for purposes of triggering a statute of limitations] 'when [it] is complete with all of its elements'—those elements being wrongdoing, harm, and causation."]
The Costa Serena court applied this general rule in concluding that the Coalition's causes of action accrued when the Coalition had constructive notice of the enactment of the Amendments:
"If the Amendments were, in fact, ineffective as a result of being enacted/adopted in a manner that did not comply with the amendment provisions of the [the declarations of restrictions], as the Coalition asserts, then homeowners in the Costa Serena community sustained a 'manifest and palpable' injury at the time [that] each of the Amendments was recorded and thereby made effective. Further, the recording of the Amendments served to provide notice to anyone who may have wished to challenge their validity. The [defendant's] recording of each of the instruments that contained the Amendments thus triggered the statutory period for bringing an action to invalidate the Amendments, since the recording of the Amendments ensured that homeowners and subsequent purchasers had at least constructive knowledge that there existed amendments to the [declarations of restrictions] that purported to change the provisions of the [declarations of restrictions]. [Citation.] The statute of
limitations therefore began to run as to each Amendment as soon as the [defendant] recorded that Amendment." (Costa Serena, supra, 175 Cal.App.4th at p. 1196.)
The Costa Serena court specifically rejected the Coalition's contention that the statute of limitations had been tolled because the Coalition did not have any interest in challenging the Amendments until it appeared that the defendant was going to rely on the Amendments in attempting to extend the declaration of restrictions beyond 2006, the date on which the restrictions had previously been set to expire. (Costa Serena, supra, 175 Cal.App.4th at p. 1196.) We reasoned:
"[Plaintiff] has offered no evidence that the commencement of the running of the statute of limitations should be tolled for any reason. [Plaintiff] suggests in its briefing that the statutes of limitations for challenges to the Amendments should be tolled because [plaintiff] 'did not have any interest in challenging the . . . [A]mendments until such time as it appeared [defendants] were going to attempt to rely upon those amendments to extend the Declaration of Restrictions in 2006.' This clearly does not constitute a valid reason to toll the statute of limitations." (Ibid.)B. Application
1. The gravamen of plaintiffs' declaratory relief cause of action is that the 2005 Amendments are invalid
We begin our analysis by identifying "the nature of the [plaintiffs'] cause of action, i.e., the 'gravamen' of the cause of action." (Hensler, supra, 8 Cal.4th at p. 22.)
In their complaint, plaintiffs alleged that the 2005 Amendments were never approved by the SSSD members in the manner required under the 1998 Bylaws. Plaintiffs' declaratory relief cause of action stated that it arose from "a legal dispute between [p]laintiffs and [d]efendants relating to . . . the validity of [t]he [2005] Amendments . . . ." In addition, plaintiffs requested a judicial declaration as to whether the 2005 Amendments were "invalid and of no force or effect."
Further, the sole aspect of plaintiffs' declaratory relief cause of action that plaintiffs have pursued in this appeal pertains to the validity of the 2005 Amendments. Specifically, the only argument on the merits of plaintiffs' declaratory relief cause of action that plaintiffs raise in their opening brief is that the 2005 Amendments are invalid because they purportedly were not properly adopted.
This argument is presented at pages 17 through 26 of plaintiffs' opening brief. The heading of this argument is, "The Purported 2005 Amendments to the 1998 Bylaws Are Void As a Matter of Law, As They Neither Complied with Controlling Language in the 1998 Bylaws Nor Relevant Provisions of the Corporations Code for Effectuating Those Changes." (Italics added.)
While claiming that the 2005 Amendments are "void as a matter of law," plaintiffs do not contend that these amendments are void ab initio such that they may be challenged at any time. (See Costa Serena, supra, 175 Cal.App.4th at pp. 1191-1194 [explaining distinction between documents that are void ab initio and those that are voidable and concluding that "the Coalition has not demonstrated that the Amendments were void ab initio; at most, the Amendments may be voidable"].)
Accordingly, we conclude that the gravamen of the plaintiffs' declaratory relief cause of action that we must consider on appeal is that the 2005 Amendments are invalid.
As outlined in part II.A.5, ante, plaintiffs' complaint alleged that their dispute with defendants arose from several additional events (e.g., "the refusal of SSSD to conduct the yearly selection of three new Sevadar Committee members"); plaintiffs sought a judicial declaration concerning several other matters (e.g., "whether . . . SSSD Members have the right to receive (and [SSSD] has the duty to provide) SSSD financial and business operations information on a yearly basis").
However, as described in the text and footnote 13, ante, the sole claim that plaintiffs pursue on appeal is their contention that the 2005 Amendments are invalid. Therefore, we need consider only the timeliness of this aspect of their declaratory relief action, since plaintiffs have abandoned all other claims in their declaratory relief cause of action by failing to present any arguments on the merits of those claims on appeal. (See, e.g., Nisei Farmers League v. Labor & Workforce Development Agency (2019) 30 Cal.App.5th 997, 1018 [reviewing court may consider "as abandoned" any clams for which plaintiff has failed to present "any cogent argument"].)
2. Plaintiffs' declaratory relief cause of action challenging the validity of the 2005 Amendments accrued upon the adoption of those amendments
In seeking a declaration that the 2005 Amendments are invalid, plaintiffs' declaratory relief cause of action seeks to vindicate their contention that "an obligation . . . has been breached." (Maguire, supra, 23 Cal.2d at p. 734.) Specifically, plaintiffs contend that, in invalidly adopting the 2005 Amendments, defendants breached their obligations under the 1998 Bylaws. Since "a declaratory judgment action . . . must be brought within the . . . period after accrual of the cause of action [citation] as an action for damages or injunction on the same liability" (Howard Jarvis, supra, 25 Cal.4th at p. 821), we must determine when a cause of action for an injunction or damages premised on plaintiffs' claim that the 2005 Amendments were invalidly adopted would have accrued.
As noted in part II.A.4, ante, plaintiffs' complaint alleged in relevant part:
"The [i]ndividual [d]efendants have created and contend they have passed various amendments to the [1998] By-Laws and Articles Of Incorporation ('The [2005] Amendments'). However, [t]he [2005] Amendments have never been approved by the SSSD Members. Article IX of the [1998] By-Laws requires that an amendment to the [1998] By-Laws be presented to SSSD Members for their approval by 'at least three-fourths (3/4) majority.' "
As this court noted in Costa Serena, a case having striking parallels to this one, a statute of limitations ordinarily begins to run as of the date the defendants' wrongful act causes harm. (Costa Serena, supra, 175 Cal.App.4th at p. 1196; see also Pooshs, supra, 51 Cal.4th at p. 797 [statute of limitations triggered upon "wrongdoing, harm, and causation"].) And, as was with the case with the amendments to the declarations of restrictions at issue in Costa Serena, if the 2005 Amendments were invalid because they were not validly adopted, as plaintiffs assert, then members of SSSD were harmed by this wrongful act at the time the 2005 Amendments were adopted on December 17, 2005. (See Costa Serena, supra, 175 Cal.App.4th at p. 1196 ["If the Amendments were, in fact, ineffective as a result of being enacted/adopted in a manner that did not comply with the amendment provisions of the [the declarations of restrictions], as the [plaintiff] asserts, then homeowners in the Costa Serena community sustained a 'manifest and palpable' injury at the time each of the Amendments was recorded and thereby made effective."].)
Plaintiffs do not contend that some additional act beyond the adoption of the 2005 Amendments, such as recordation, was required in order to make them effective.
Plaintiffs' declaratory relief cause of action challenging the validity of the 2005 Amendments therefore accrued upon the adoption of the amendments on December 17, 2005. Plaintiffs suggest that the applicable statute of limitations for their declaratory relief cause of action might either be "four years for breach of a written instrument (Code Civ. Proc., § 337), or three years for the breach of a statutory requirement (Code Civ. Proc., § 338)." Defendants note that Code of Civil Procedure section 343 provides, "An action for relief not hereinbefore provided for must be commenced within four years after the cause of action shall have accrued." Given our determination that plaintiffs' cause of action accrued in 2005, plaintiffs' 2013 action is time-barred under any potentially applicable statute of limitations.
3. Plaintiffs' arguments in support of their contention that this action is timely are unpersuasive
In contending that their declaratory relief cause of action was timely filed, plaintiffs claim that, "The underlying controversy concerning whether the 1998 Bylaws still controlled the governance and operation of SSSD became ripe for litigation when (at the earliest) [defendants] first asserted in 2012 that they believed that the 2005 [A]mendments had supplanted the 1998 Bylaws, and (at the latest) when [defendants] subsequently refused to recognize the results of a September 1, 2013 election conducted pursuant to those 1998 Bylaws." (Italics added.) Thus, according to plaintiffs, an " 'actual controversy' " sufficient to bring their claim for declaratory relief under Code of Civil Procedure section 1060 became ripe for judicial resolution at the earliest in 2012, or at the latest in 2013.
We are not persuaded. As noted previously, the only challenge that plaintiffs raise on appeal with respect to the merits of their declaratory relief cause of action is that the 2005 Amendments are themselves invalid. (See pt. III.B.2, ante.) Thus, while plaintiffs assert that it was the defendants' actions in 2012 and 2013 that ripened the matter into an actual controversy, this argument fails because plaintiffs present no argument on appeal that they are entitled to a declaration concerning defendants' assertions in 2012 pertaining to the 2005 Amendments or defendants' refusal to recognize the results of the 2013 election.
As noted in footnote 13, ante, this argument is presented at pages 17 through 26 of plaintiffs' opening brief.
To the extent that plaintiffs' complaint might be interpreted to raise such claims, they have abandoned such claims by failing to present any argument challenging the merits of the trial court's ruling on appeal on these grounds in their opening brief. (See fn. 14, ante.)
Similarly, in their reply brief, plaintiffs contend, "By this appeal, the [plaintiffs] are . . . asking this Court to evaluate the validity of the September 2013 election results, making a determination of the legal effect of the 2005 [A]mendments only a component part of that analysis." However, plaintiffs failed to raise a challenge to the trial court's ruling on the merits of their declaratory relief cause of action on this basis in their opening brief on appeal. (See fn. 13, ante, and pt. III.B.1, ante.) In challenging the trial court's statute of limitations ruling in their opening brief, plaintiffs state, "[The 2005 A]mendments can at most be construed as a modification of the 1998 Bylaws to codify the project-driven construction and financing activities of a newly-formed Board of Trustees, meant to serve along with the existing [Board of Directors] and Sevadar Committee for the purpose of completing the Gurdwara temple." (Italics added.) However, in their opening brief on the merits of the trial court's ruling on their declaratory relief cause of action, plaintiffs do not contend that the trial court erred in failing to properly construe the 2005 Amendments; rather, plaintiffs argue only that the trial court erred in failing to determine that the 2005 were invalid. (See fn. 13, ante, and pt. III.B.1, ante.)
In their opening brief, plaintiffs cite Artus v. Gramercy Towers Condominium Assn. (2018) 19 Cal.App.5th 923 (Artus), in which the Court of Appeal rejected a plaintiff's request for declaratory relief to ensure that a homeowner's association complied with state law when conducting future homeowner's association elections. (See id. at p. 934 ["[Plaintiff's] assertion that she is entitled to declaratory relief to ensure there is no violation of the Davis-Stirling Act in connection with future HOA elections does not satisfy the 'actual controversy' requirement"].) In reaching this conclusion, the Artus court noted that the plaintiff has "not pointed to any evidence that it is probable the [homeowner's association] will violate the Davis-Stirling Act in conducting future elections." (Ibid.) Artus is distinguishable, since plaintiffs here seek a declaration that previously adopted amendments to the 1998 Bylaws are invalid, not a declaration concerning a potential future election.
Stated differently, plaintiffs presented no argument in their opening brief that, even assuming that the 2005 Amendments are valid, they were entitled to declaratory relief. They claimed only that they were entitled to declaratory relief because the 2005 Amendments were invalid.
For a related reason, the cases that plaintiffs rely on in their brief in support of their contention that their action is timely filed, such as Ginsberg v. Gamson (2012) 205 Cal.App.4th 873, 883, Snyder, supra, 229 Cal.App.4th 1196, and United, supra, 173 Cal.App.3d 673 are all inapposite, because each of these cases involved an effort to seek "declaratory relief before there ha[d] been an actual breach of an obligation." (Ginsburg, supra, 205 Cal.App.4th at p. 883, italics added [considering plaintiffs' request for declaratory relief with respect to future obligations under a lease]; see also Snyder, at p. 1212 [concluding that assertion of complaint for declaratory relief with respect to guarantee association's statutory duty to pay claims of insolvent insurer and association's answer to such complaint did not constitute submission of a claim sufficient to trigger statute of limitations because underlying declaratory relief action was of the type that could be "maintained before a wrongful act occurs or liability arises," italics added]; United, at p. 677 [concluding statute of limitations had not run on insurer's declaratory relief action for coverage determination brought prior to any breach of insurance contract].) For the reasons explained in part III.B.2, ante, plaintiffs' claim that the 2005 Amendments are invalid is governed by the accrual of a cause of action seeking " 'coercive' relief" premised upon such alleged invalidity (Maguire, supra, 23 Cal.2d at p. 734), and posed an actual controversy that was ripe for judicial resolution upon the enactment of the 2005 Amendments.
(See Maguire, supra, 23 Cal.2d at p. 734 ["if declaratory relief is sought with reference to an obligation which has been breached and the right to commence an action for 'coercive' relief upon the cause of action arising therefrom is barred by the statute, the right to declaratory relief is likewise barred"].)
To the extent that plaintiffs intend to argue that the statute of limitations on their declaratory relief cause of action based on the purported invalidity of the 2005 Amendments did not accrue because their right to bring such a cause of action did not ripen until there was an actual controversy about the meaning of the 2005 Amendments, we disagree. (See Costa Serena, supra, 175 Cal.App.4th at p. 1196 [rejecting argument that "challenges to the Amendments should be tolled because (plaintiff) 'did not have any interest in challenging the . . . [A]mendments until such time as it appeared [defendants] were going to attempt to rely upon those [A]mendments to extend the Declaration of Restrictions in 2006.' "].) As the trial court correctly stated, "[a]lthough [p]laintiffs' may not have felt personally aggrieved by the structure change until years later, the gravamen of their complaint is that the [B]oard of [T]rustees took over at the end of 2005 without authority to do so." It was upon that purportedly invalid takeover occasioned by the adoption of the 2005 Amendments that plaintiffs' declaratory relief cause of action seeking to invalidate such amendments accrued. To conclude otherwise would be to improperly permit the use of a declaratory relief cause of action to "circumvent the purpose of the statute." (Pena, supra, 8 Cal.App.3d at p. 262.)
Similarly, while plaintiffs suggest that they did not have notice of "the effect of the 2005 [A]mendments," until 2012 at the earliest, they do not contend that they did not have notice of the 2005 Amendments, themselves. (Italics added.) Absent evidence that plaintiffs lacked notice of the 2005 Amendments, any lack of notice about the effect of such amendments is not sufficient to toll the running of a cause of action challenging the validity of the 2005 Amendments. (See Costa Serena, supra, 175 Cal.App.4th at p. 1196 [statute of limitations ran from date that potential challengers to amendments to declaration of restrictions had "constructive knowledge" of such amendments]; compare with Maguire, supra, 23 Cal.2d at pp. 737, 735 [concluding that plaintiffs' challenge to entity's bylaws was not barred by the statute of limitations "from the face of the complaint," since it did not "appear that (plaintiffs or their predecessors) had knowledge of the passage of the bylaws," italics added].)
Plaintiffs argue, "While there had been some theoretical discussions and disagreements in as early as 2012 between [plaintiffs] and [defendants] about the effect of the 2005 [A]mendments [citation] up until that time, SSSD's members were led to believe that the Board of Trustees was simply another organ of their congregation, specifically tasked with the financing and construction of the temple building, and that the 1998 Bylaws had merely been amended to codify their existence while leaving all other governing structures intact."
The trial court found:
"Shortly after the December 2005 meeting[,] the SSSD sent the California Secretary of State a copy [of the] 2005 [A]mendment[s] and a letter stating that the [B]oard of [D]irectors had been dissolved and that the SSSD was now governed by a [B]board of [T]rustees. They sent out newsletters notifying the members of the new [B]oard of [T]rustees. Numerous actions have been taken by the [B]oard of [T]rustees since the December 17, 2005, meeting consistent with the [B]board of [T]trustees now being in control of the SSSD including but not limited to financing, building, and operating the temple."
Plaintiffs do not challenge these findings on appeal.
The 2005 Amendments expressly state, "Trustees are the supreme body to run [SSSD] activities
IV.
DISPOSITION
The judgment is affirmed. Defendants are entitled to recover costs on appeal.
AARON, J. WE CONCUR: McCONNELL, P. J. O'ROURKE, J.