Opinion
NOT TO BE PUBLISHED
APPEALS from a judgment and an order of the Superior Court of Los Angeles County, No. BC369531, Mel Red Recana, Judge. Reversed.
Venable and Richard D. Buckley, Jr., for Plaintiff and Appellant.
Keller, Price & Moorhead and Jeffrey C. Sparks for Defendants and Respondents.
SUZUKAWA, J.
Plaintiff L.A. Arena Funding, Inc. (L.A. Arena) appealed from the judgment in favor of respondent Daniel Navarro, who was not a party to the action. We reverse the judgment and fee award for Navarro.
BACKGROUND
L.A. Arena is a licensor of certain seating at the Los Angeles Staples Center. On July 28, 2003, L.A. Arena entered into a license agreement with “D&N Concrete Pump” (sometimes referred to as D&N), which is a fictitious business name (dba). According to the agreement’s signature block, Navarro signed the agreement as president of “D&N Concrete Pump.”
Under the agreement, D&N acquired a license for two premier seats at the Staples Center for the 2003-2004 and 2004-2005 seasons (the agreement). When D&N failed to pay the 2004-2005 license fee of $34,650, L.A. Arena filed a breach of contract action on April 13, 2007, against “D&N Concrete Pump, a business entity of unknown form.”
On June 21, 2007, D. N. Concrete Pumping, Inc. (sometimes referred to as D.N. Corp.), moved to compel arbitration under paragraph 11 of the agreement, and claimed that it had been erroneously sued as “D&N Concrete Pump.” D.N. Corp. submitted the declaration of its attorney, Jeffrey C. Sparks, which stated that: (1) Navarro was president of D.N. Corp.; (2) D.N. Corp. owned the fictitious business name, “D. N. Concrete Pumping, Inc.” (the D&N dba), and was erroneously sued as “D&N Concrete Pump”; and (3) Navarro had signed the agreement as president of D.N. Corp.
Paragraph 11 of the agreement stated: “11. Dispute Resolution; Attorney’s Fees. In the event of any dispute hereunder, the parties agree to submit the dispute for arbitration in the City of Los Angeles in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The determination of the arbitrator shall be final and conclusive upon the parties hereto. In the event any legal action is taken under this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees, costs of arbitration and all other costs reasonabl[y] related to enforcement of its rights under this Agreement.”
L.A. Arena opposed the petition to compel arbitration on the ground that D.N. Corp. was not the licensee under the agreement and, therefore, lacked standing to enforce the agreement’s arbitration clause. L.A. Arena argued that Navarro was the licensee, as shown by a recorded document that had listed Navarro as the owner of the D&N dba since 1984. (The document was attached as an exhibit to the declaration of L.A. Arena’s attorney Angel D. James.) L.A. Arena also submitted a letter written by Sparks, which stated that D.N. Corp. had “ceased operating in July of 2004” and “has no assets.”
In reply, D.N. Corp. submitted Navarro’s declaration, which stated that: (1) D.N. Corp. owned the D&N dba; and (2) Navarro had signed the agreement as president of D.N. Corp. D.N. Corp. urged the trial court to enforce the arbitration clause and allow the arbitrator to determine the correct name of the licensee under the agreement. D.N. Corp. pointed out that regardless of the licensee’s correct name, L.A. Arena must be required to arbitrate the breach of contract claim under the terms of the agreement.
On August 9, 2007, the trial court granted D.N. Corp.’s motion to compel arbitration and left it to the arbitrator to determine the correct name of the licensee known as D&N. In accordance with the trial court’s ruling, L.A. Arena requested in its arbitration brief that the arbitrator determine the licensee’s correct name. L.A. Arena argued that if the evidence failed to show that D.N. Corp. was the licensee, then Navarro should be held individually liable as D&N’s sole proprietor.
On March 7, 2008, the arbitrator (Stephen F. Rohde) issued an award in favor of L.A. Arena against D.N. Corp., which was erroneously sued as D&N. The arbitrator stated in relevant part: “The Agreement was signed by Daniel Navarro as ‘President.’ Based on the testimony and written evidence, the Arbitrator finds that Respondent D.N. Concrete Pumping, Inc. entered into the Agreement and is the party and the only party (in addition to Claimant) bound by (a) the Agreement, (b) the arbitration clause in the Agreement and (c) this Award. The Arbitrator finds no basis to hold Daniel Navarro personally liable under the Agreement or this Award.”
The arbitrator awarded L.A. Arena contractual damages of $34,650, less a 30 percent “refund due to the Hockey Lockout during the 2004/5 season,” for a “net balance due of $24,255.” The arbitrator awarded D.N. Corp. an offset of $1,540 for attorney fees incurred in the motion to compel arbitration, leaving a net balance due of $22,715. The arbitrator awarded L.A. Arena $40,000 in attorney fees and $2,375 in costs, fees, and expenses, for a total recovery of $65,090.
On April 1, 2008, L.A. Arena filed a petition to confirm the arbitration award and enter judgment in its favor against D.N. Corp. (Code Civ. Proc., § 1285.) D.N. Corp. did not oppose the petition, but sought to insert in the judgment language that would reflect the “arbitrator’s determination that Mr. Navarro is not personally liable under the agreement or the award, and to that extent, he is a prevailing party.” L.A. Arena objected to this request on the ground that Navarro’s liability as D.N. Corp.’s alter ego was subject to further discovery and litigation. After expressing doubt as to whether Navarro was “a prevailing party when he’s not a party in the first place,” the trial court allowed the parties to file supplemental briefs.
D.N. Corp.’s supplemental brief argued that the judgment “must be entered in conformity with the arbitration award,” which “found no basis to hold Daniel Navarro personally liable under the Agreement or this Award.” L.A. Arena’s supplemental brief pointed out, however, that the alter ego issue was never presented to the arbitrator.
On May 15, 2008, the trial court entered a judgment confirming the arbitration award against D.N. Corp. The judgment did not mention Navarro.
On June 5, 2008, Navarro filed a petition to confirm a purported arbitration award in his favor. Although Navarro conceded that the theory of his liability as D.N. Corp.’s alter ego was not presented to the arbitrator, he argued that the arbitrator had implicitly rejected this theory by stating “that all claims not expressly raised or granted were denied.”
In context, the arbitrator stated: “This Award is in full settlement of all claims submitted to this Arbitration. All claims not expressly granted or denied herein are hereby denied.”
In opposition, L.A. Arena argued that the trial court lacked jurisdiction to consider a petition to confirm a purported arbitration award in favor of a nonparty. L.A. Arena stated in relevant part: “In addition to the fact that Mr. Navarro cannot seek confirmation of an arbitration award that has already been confirmed, relating to an arbitration to which he was not a party, arising out of an arbitration agreement to which he was not a party, there is no independent basis to enter judgment in favor of Mr. Navarro against L.A. Arena. Mr. Navarro was not a party to the instant lawsuit — the only named defendant was ‘D&N Concrete Pump’ (the only name appearing on the contract as licensee), and the Arbitrator found that D.N. Concrete Pumping, Inc. was the legal entity that was the licensee under the terms of the contract. ‘A judgment is the final determination of the rights of the parties in an action or proceeding.’ C.C.P. § 577 ([e]mphasis added). The Court simply lacks the jurisdiction to enter any judgment in favor of Mr. Navarro, who was not a party in this case.”
L.A. Arena alternatively argued that the petition, when viewed as a motion for reconsideration, was untimely. L.A. Arena contended that: (1) the petition was not filed “within 10 days after service upon the party of written notice of entry of the order and based upon new or different facts, circumstances, or law” (Code Civ. Proc., § 1008, subd. (a)); and (2) the entry of judgment had divested the trial court of authority to rule on a motion for reconsideration. (Citing Safeco Ins. Co. v. Architectural Facades Unlimited, Inc. (2005) 134 Cal.App.4th 1477, 1482.)
On August 5, 2008, the trial court granted Navarro’s petition and entered a judgment stating that Navarro “is not personally liable under the agreement or the Arbitration Award.” On November 21, 2008, the trial court granted Navarro’s motion for postarbitration attorney fees of $6,250 and a motion fee of $40.
L.A. Arena separately appealed from the August 5, 2008 judgment (No. B210649) and November 21, 2008 order awarding fees (No. B212752). We consolidated the appeals for all purposes.
DISCUSSION
“On appeal from an order confirming an arbitration award, we review the trial court’s order (not the arbitration award) under a de novo standard. (See Advanced Micro Devices, Inc. v. Intel Corp. (1994) 9 Cal.4th 362, 376, fn. 9; Stirlen v. Supercuts, Inc. (1997) 51 Cal.App.4th 1519, 1527; Brookwood v. Bank of America (1996) 45 Cal.App.4th 1667, 1670; see also Beasley v. Wells Fargo Bank (1991) 235 Cal.App.3d 1383, 1394-1395 [discussing application of de novo standard to findings based on witness credibility].) To the extent that the trial court’s ruling rests upon a determination of disputed factual issues, we apply the substantial evidence test to those issues. (Cochran v. Rubens (1996) 42 Cal.App.4th 481, 484-486; Engineers & Architects Assn. v. Community Development Dept. (1994) 30 Cal.App.4th 644, 653.)” (Lindenstadt v. Staff Builders, Inc. (1997) 55 Cal.App.4th 882, 892, fn. 7.)
L.A. Arena contends that the August 5, 2008 judgment in favor of Navarro is void for lack of jurisdiction over a nonparty. We agree.
“‘A judgment is void if the court rendering it lacked subject matter jurisdiction or jurisdiction over the parties.’” (Pajaro Valley Water Management Agency v. McGrath (2005) 128 Cal.App.4th 1093, 1100.) “Rendering a judgment for or against a nonparty to a lawsuit may constitute denial of due process under the United States and California Constitutions. (Lambert v. California (1957) 355 U.S. 225, 228; Twining v. New Jersey (1908) 211 U.S. 78, 110-111.)” (Bronco Wine Co. v. Frank A. Logoluso Farms (1989) 214 Cal.App.3d 699, 717.)
It is undisputed that Navarro was never made a party to the complaint. Nor was he a party to the arbitration. The arbitrator’s statement that there was “no basis to hold Daniel Navarro personally liable under the Agreement or this Award,” must be construed in the narrow context of the issues that were submitted to the arbitrator. In light of the issues that were submitted to the arbitrator, the only theory that would have supported a finding of personal liability against Navarro was the sole proprietorship theory. If L.A. Arena had prevailed on the sole proprietorship theory, it would have sought to substitute Navarro for the named defendant under Code of Civil Procedure section 187, in order to correct “‘a misnomer in naming the defendant. [Citation.]’” (Tokio Marine & Fire Ins. Corp. v. Western Pacific Roofing Corp. (1999) 75 Cal.App.4th 110, 116 (Tokio Marine), quoting Triplett v. Farmers Ins. Exchange (1994) 24 Cal.App.4th 1415, 1420.)
Although Navarro asserts the trial court ordered him to arbitration, he does not explain how he, as an individual, could have been ordered to arbitrate a dispute (the complaint) to which he was never a party.
“When jurisdiction is, by the constitution or this code, or by any other statute, conferred on a court or judicial officer, all the means necessary to carry it into effect are also given; and in the exercise of this jurisdiction, if the course of proceeding be not specifically pointed out by this code or the statute, any suitable process or mode of proceeding may be adopted which may appear most conformable to the spirit of this code.” (Code Civ. Proc., § 187.)
L.A. Arena contends that the alter ego theory remains open to future litigation because “enforcement discovery could reveal that Navarro was [D.N. Corp.’s] alter ego and, thus, Navarro could be liable for the judgment.” (See Tokio Marine, supra, 75 Cal.App.4th at pp. 116-117 [when a court inserts in a judgment the correct name of the real defendant based on alter ego liability, it is not amending the judgment to add a new defendant because, under the alter ego concept, the original party and the new party were always the same].)
Navarro, on the other hand, argues that the arbitrator resolved all issues between the parties, including the theory of alter ego liability. The problem with this contention is that because Navarro was neither sued on an alter ego theory nor made a party to the arbitration, the only issue resolved in the arbitration regarding Navarro was the sole proprietorship theory. Although the arbitrator rejected the sole proprietorship theory, he did not purport to resolve the alter ego theory, which was not submitted for arbitration. Notwithstanding Navarro’s assertion that the arbitrator rejected the alter ego theory by stating that “[a]ll claims not expressly granted or denied herein are hereby denied,” it is clear from the arbitration award that the arbitrator adjudicated only the claims that were submitted for arbitration.
We distinguish Rowe v. Exline (2007) 153 Cal.App.4th 1276, in which corporate directors who were sued as alter egos of a corporation were entitled to compel arbitration of a breach of contract claim even though they were not signatories to the arbitration agreement.
Given that a judgment rendered by a court that lacked jurisdiction over the parties is void (Pajaro Valley Water Management Agency v. McGrath, supra, 128 Cal.App.4th at p. 1100), we conclude that the August 5, 2008 judgment in favor of Navarro is void for lack of jurisdiction over Navarro as a nonparty. Our reversal of the judgment necessarily compels a reversal of the November 21, 2008 fee award.
DISPOSITION
The August 5, 2008 judgment and November 21, 2008 order are reversed. L.A. Arena is awarded its costs on appeal.
We concur: WILLHITE, Acting P.J., MANELLA, J.