Opinion
D039675.
11-20-2003
ROBERT LAUER et al., Plaintiffs and Respondents, v. J. MICHAEL SCHAEFER, Defendant and Appellant.
Appellant J. Michael Schaefer appeals from a judgment awarding damages of $1.45 million to respondents Robert Lauer and ECommerce Hotel.Com, Inc. (ECommerce). A jury found Schaefer liable for breach of the implied covenant of good faith and fair dealing arising out of a contractual relationship with Lauer, and for intentional interference with prospective economic advantage. The jury awarded $1.45 million in damages on each of these two causes of action, but explicitly stated in its verdict that the awards were completely duplicative of each other.
On appeal, Schaefer contends that the evidence is insufficient to support the verdict on the intentional interference claim. He also challenges the jury instructions given on the implied covenant claim, but does not contest the sufficiency of evidence to support the jurys finding of liability or damages as to this claim. We affirm the judgment on the ground that Schaefer has failed to demonstrate any reversible error as to the implied covenant claim. Because the covenant claim independently supports the judgment, we need not address Schaefers arguments regarding the intentional interference claim.
I.
FACTUAL AND PROCEDURAL BACKGROUND
Respondent Robert Lauer is in the business of purchasing and renovating older buildings. In February 1999, Lauer purchased property located at 12th and "A" Street in downtown San Diego from appellant J. Michael Schaefer. The property consisted of a hotel, an annex building, and a parking lot. Lauer planned to renovate the property and turn it into a business hotel with computer equipment in every room.
Lauer paid a total of $2.35 million for the property and took over two existing deeds of trust. Schaefer agreed to finance approximately $1.7 million of the purchase price. At the close of escrow on February 5, 1999, Lauer executed a promissory note to Schaefer which specified that payments on the seller-financed loan would commence on August 5, 1999. The note was secured by a deed of trust on the property. Schaefer also agreed to subordinate his loan to refinancing of the existing deeds of trust in the amounts of $125,000 and $321,000.
Lauer began renovating the hotel. In May 1999, Lauer purchased a house on the same block from a third party. By October 1999, Lauer had run out of money for the renovations.
Lauer obtained a new $1.5 million refinancing loan from Pacific Coast Investment Company (Pacific Coast). Schaefer again agreed to subordinate his loan in exchange for Lauers personal guarantee and other consideration. As part of the agreement, Lauer paid $ 146,000 to satisfy debts Schaefer owed for state taxes and various judgments. Lauer and Schaefer agreed that Lauers payment of these obligations would be in lieu of payments on the loan through April 2000, and that the first payment of $4,484 would be due in May 2000.
After obtaining the $1.5 million loan in October 1999, Lauer continued to renovate the property. On November 12, 1999, Schaefer wrote to Pacific Coast complaining that he had not received funds he claimed he was supposed to have received as part of the refinancing. Schaefer threatened to accelerate his loan and to file a notice of default. Schaefer asked Pacific Coast whether "you will cooperate with me when and if I take over the property . . . ." In late November 1999, Lauer sent Schaefer a letter and escrow statement documenting that Lauer had paid $ 146,000 in taxes and judgments on Schaefers behalf.
In January 2000, real estate broker Jacqueline King prepared a marketing sale estimate for Lauer. She estimated a list price of approximately $7.9 million for the hotel once the renovations were completed and the hotel was operating at normal capacity.
Real estate appraiser Bruce Wachtler did an appraisal of the property in January 2000. Wachtler assessed the "as is" value of the property at $4.7 million as of January 28, 2000. His projected "stabilized value" of the property once the renovations were complete and the hotel was operating was $7 million. Wachtler updated the appraisal some time in June 2000, after Lauer had invested another $194,000 in the renovations. Wachtler concluded that the "as is" value had increased to $5.4 million, and the stabilized value remained at $7 million.
In early 2000, Lauer conveyed the property to ECommerce, a corporation he created to develop similar hotels elsewhere. For convenience, we refer to Lauer and ECommerce collectively as Lauer.
By June 2000, Lauer ran out of money to complete the renovations. Lauer began negotiating with two companies to secure a new loan, including Pacific Coast. Each company was willing to lend Lauer additional money on the condition that Schaefer again subordinate his loan. The Pacific Coast loan offer was for a total of $3 million, and the other loan offer was for $ 3.8 million.
On June 1, 2000, Lauer faxed a letter to Schaefer asking him to subordinate his loan to another refinancing loan. In the letter, Lauer stated: "If I go into default I will have at least 90 to 120 days raising the interest to owed to the first [sic] to $80,000 to cure the default and I will file for chapter 11 which will give me another 3 to 6 months to sell or refinance bringing the balance to well over $160,000. If you do not pay this they can wipe out your entire $1,700,000. I suggest we work together since neither one of us can afford to loss [sic] this."
Schaefer initially expressed his willingness to cooperate with the refinancing. At some point, Schaefer asked to see an appraisal of the property. Lauer sent Schaefer the appraisal that was done in January 2000. Schaefer subsequently refused to cooperate with the refinancing.
According to Schaefer, he was "mad at Mr. Lauer for telling me that he was going to go into bankruptcy and we might lose all of our savings." Schaefer did not receive the May 2000 payment of $4,484 he was expecting from Lauer. On June 5, 2000, Schaefer sent a letter to Lauer in which he noted that Lauer had not made the May 2000 payment and that Lauer had indicated he would be unable to "keep the property current." In order to avoid the expense of foreclosure proceedings, Schaefer asked Lauer for a deed in lieu of foreclosure. Schaefer stated, "I will immediately commence to work with San Diego investors to salvage the investment."
Lauer testified that after paying off Schaeffers liens and judgments in the amount of $146,000, the first payment on the loan to Schaefer was due June 1, 2000, in the amount of $4,300.
Schaefer told Lauer he was going to advertise the property for sale. Lauer objected and told Schaefer he had no right to list Lauers property for sale. Lauer never gave Schaefer permission to advertise the property for sale.
On June 6, 2000, Schaefer purchased a classified advertisement from the San Diego Union Tribune, listing the property for sale. The advertisement listed a price of $4.5 million for the "whole block" and gave a toll-free telephone number to call, which belonged to Schaefer. The advertisement ran in the Sunday Union Tribune on June 11, 2000. According to Schaefer, Lauers letter of June 1 "provoked" him into running the advertisement in order to protect his own interests. Schaefer admitted that his primary interest was to ensure that his own loan would be repaid.
On June 9, 2000, Lauer listed the property for sale with Sperry Van Ness, a commercial brokerage. Lauers asking price was $ 6.6 million for the completed hotel, not in "as is" condition.
Schaefer received five to ten calls in response to his advertisement. He sent a letter to each of the people who called to inquire about the property. In these letters, Schaefer stated in relevant part:
"NOTE: THIS IS NOT AN OFFER TO SELL, BUT AN INVITATION TO THE PUBLIC TO MAKE OFFERS TO PURCHASE AT $4,500,000
[¶] . . . [¶]
"The property is owned by Robert Laurer [sic]. He has indicated to me that he cannot or will not make payments to me on a $1.9 million 2nd lien that our family has. The $1.5 million first lien is current as of this month. He indicated he would file for Chapter 11, in order to have more time to sell it or get the refinancing to finish it.
"There is an appraisal of $4,600,000 as-is, and $6,500,000 when completed. It is a very powerful location, an entire block with freeway frontage.
"Our family owned it from 1973 until 1999, and expects to be the next owner.
"If you are interest[ed], you are requested to submit an offer, TO WHOM IT MAY CONCERN, and I will provide all of these to Mr. Lauer . . . .
"He may accept, or he may not, it will depend on whether he can otherwise get the financing himself to complete the project."
According to Lauer, he had invested over $1.2 million dollars in the property at the time Schaefer placed the advertisement. Lauer owed $1.5 million on the first loan to Pacific Coast and $1.8 million on the second loan to Schaefer. Thus, Lauer would have gained nothing if the property had sold for Schaefers asking price of $4.5 million.
Lauers payments to Pacific Coast were due on the first of each month. Lauer did not make any payments to Pacific Coast after May 2000. On July 12, 2000, Pacific Coast sent a letter to Schaefer indicating that Lauers loan was in default in the amount of $51,534 and that another payment of $18,642 would be due in August. Schaefer paid the past due amounts in order to bring the loan current. Schaefer continued to keep the Pacific Coast loan current through November 2000.
In August 2000, Jacqueline King became interested in purchasing the property. An attorney who worked with King identified the property as one that might qualify for enterprise zone tax benefits. King sent Lauer a letter of intent to purchase the property "as is" for $5.25 million. During the same month, however, Schaefer filed a foreclosure action. One of Kings partners, who would have contributed a substantial amount of equity to the proposed purchase, dropped out of the deal because he did not want to become involved with a property that was in foreclosure.
In November 2000, Lauer received an offer from Sandor Shapery, an attorney, real estate broker, and hotel developer. Shapery offered to take over the property, giving Lauer $300,000 and a 38 percent limited partnership interest. Lauer accepted the offer and asked Schaefer to cooperate with Shapery. However, Shapery ultimately withdrew the offer because Schaefer failed to cooperate in consummating the deal.
During negotiations over the Shapery deal, Schaefer sent several hostile letters to Lauer, by facsimile. In one, Schaefer threatened that Lauer would "go to jail" if he were to remove property from the hotel. Schaefer accused Lauer of being "oblivious to my motion for summary judgment" in the civil action for foreclosure. He told Lauer "you will see the Court foreclose my lien, and that results in my having 100% ownership of the property . . . . [¶] The professionals I have talked to are in agreement that you will lose the property to me . . . [¶] I expect to have the possession and absolute control, with you being not permitted on premises . . . ." Schaefer also stated: "I have every incentive to foreclosure [sic] rather than go along with a sale as my personal income tax situation is improved if I get it back as sole owner, then resell for all-cash, and use that cash to do a tax[-]free exchange."
Schaefer told Lauer in one letter that he had seven brokers or investor groups with whom he was working to get offers. Schaefer never told Lauer who these people were. In another letter, Schaefer stated that Lauer lacked credibility. In yet another, Schaefer told Lauer, "I expect that the Court will foreclose you out, 100%, and it will be all mine, in 16 days . . . ." In this letter, Schaefer also referred to "6 other investors who have shown serious interest and an offer . . . from the Pratter group that would be mutually exclusive and prevent me from going along with the Sandor deal."
A summary judgment hearing was scheduled for December 10, 2000 on Schaefers foreclosure action. Lauer was aware of the hearing and believed the court would award title to Schaefer. Lauer thought he would receive nothing if there were a foreclosure. Two days before the court hearing, Lauer sold the property to Shapery for $3.8 million, because he felt he had no other choice to avoid the foreclosure. Lauer realized about $270,000 or $280,000 in the deal, but had invested over $1 million in the property.
Lauer filed suit against Schaefer alleging multiple causes of action. At trial, the jury found in Lauers favor on the claim for breach of the covenant of good faith and fair dealing implied in the Schaefer note and trust deed, and the claim of intentional interference with prospective economic advantage. The jury awarded Lauer a total of $1.45 million.
II.
DISCUSSION
A. The Judgment Must Be Affirmed If Schaefer Fails To Demonstrate Reversible Error As To Either One of the Two Causes of Action On Which the Judgment Rests
The jury filled out a lengthy verdict form that included 31 specific factual questions pertaining to all of the causes of action. In answer to three of these questions, the jury indicated that it had concluded that Schaefer breached the covenant of good faith and fair dealing implied in the Schaefer note and trust deed, and that the breach had caused damage to plaintiffs in the amount of $1.45 million. In answer to three other questions, the jury found that Schaefer had intentionally interfered with plaintiffs prospective economic advantage, and that the intentional interference had caused damage to plaintiffs in the amount of $1.45 million. At the end of the verdict form, the jury indicated that the damages on these two claims were duplicative of each other, and that the total amount of damages, subtracting duplicative amounts, was $1.45 million. In the final judgment, the court awarded $1.45 million to Lauer. No particular cause of action was specified in the judgment.
Lauer contends that the jury issued two "general verdicts" for duplicative damages, and that the judgment must be affirmed if it is supported by either of the two duplicative causes of action. (See Henderson v. Harnischfeger Corp. (1974) 12 Cal.3d 663, 673 [holding that where there are several counts or causes of action, a general verdict will stand if the evidence supports it on any one sufficient count].) Although we disagree with Lauers assertion that the jury returned a general verdict, we nevertheless agree with his conclusion that the judgment must be affirmed if it is supported by either of the two causes of action.
"A general verdict is that by which [the jury] pronounce[s] generally upon all or any of the issues, either in favor of the plaintiff or defendant; a special verdict is that by which the jury find the facts only, leaving the judgment to the Court." (Code Civ. Proc., § 624.) If the jury is merely asked to find for plaintiff or defendant as to each individual cause of action, the verdict is properly treated as "a series of general verdicts." (Shaw v. Hughes Aircraft Co. (2000) 83 Cal.App.4th 1336, 1347, fn. 7, citing Chavez v. Kent (1995) 34 Cal.App.4th 1406, 1409, fn. 1.)
In this case, however, the jury was not asked to make a general pronouncement for the prevailing party as to each individual cause of action. Instead, the jury answered a series of specific factual questions pertaining to the elements of each cause of action, then answered several additional factual questions pertaining to the overlap in damages. The trial court entered judgment based on the jurys verdict. Under the statutory definition, this was a special verdict form rather than a series of general verdicts.
However, the rule Lauer attempts to invoke—that a judgment must be affirmed if supported by either of two alternative causes of action—is not limited to general verdicts. The same rule also applies "where a special verdict is rendered on two causes of action." (Mouchette v. Board of Education (1990) 217 Cal.App.3d 303, 315, disapproved on another ground in Caldwell v. Montoya (1995) 10 Cal.4th 972, 984, fn. 6; accord, Roberts v. Ford Aerospace & Communications Corp. (1990) 224 Cal.App.3d 793, 799.) In such circumstances, "the special verdict rendered is indistinguishable from a general verdict in which a jury finds in favor of a party on more than one cause of action." (Mouchette, supra, 217 Cal.App.3d at p. 315.) Thus, we must affirm the judgment if Schaefer fails to demonstrate reversible error as to either one of the two causes of action on which the jury found in Lauers favor and awarded the same $1.45 million damages. If Schaefer fails to demonstrate reversible error as to either one of these two causes of action, any error affecting the other is immaterial. (Ibid.)
For the reasons that follow, we conclude that Schaefer has failed to demonstrate any reversible error with regard to the jurys finding that he breached the implied covenant of good faith and fair dealing. Schaefer does not challenge the sufficiency of the evidence supporting the implied covenant claim, either as to liability or damages, and we reject the jury instruction issues he raises with respect to this claim. Because Schaefer has failed to establish any error affecting the implied covenant claim, we need not address his arguments concerning the cause of action for intentional interference with prospective economic advantage.
At oral argument, counsel for Schaefer argued for the first time that the alleged errors as to the intentional interference claim may have tainted the jurys consideration of the breach of covenant claim. Schaefer has offered no authority in support of this argument. We must presume that the jury followed its instructions, which required Lauer to prove the essential elements of each separate claim. The jury distinguished between the various causes of action by finding against Schaefer on the covenant and intentional interference claims, but in Schaefers favor on the breach of contract and fraud claims. Further, Schaefers specific claims of error as to the intentional interference claim relate to elements of the tort and affirmative defenses that are inapplicable to a contract claim for breach of the covenant of good faith and fair dealing. We therefore conclude that Schaefers claims of error as to the intentional interference claim have no bearing on the validity of the jurys verdict as to the covenant claim.
B. The Jury Instruction on the Covenant of Good Faith and Fair Dealing Did Not Misstate the Law
Schaefer contends that the trial courts instruction on the implied covenant cause of action misstated the law. Although Schaefer neither objected to this instruction nor offered any alternative instruction at trial, he is "deemed" to have "excepted" to the instructions given (Code Civ. Proc., § 647) and he may therefore argue on appeal that the instruction as given incorrectly stated the law. (Agarwal v. Johnson (1979) 25 Cal.3d 932, 949, disapproved on another ground in White v. Ultramar, Inc. (1999) 21 Cal.4th 563, 574, fn. 4.) However, we find no error in the instruction given by the trial court.
The trial court instructed the jury as follows:
"Plaintiff and defendant at the time plaintiff purchased the property from the defendant also entered into a contract by the terms of which plaintiff agreed to pay the defendant $ 1,683,000. That contract was embodied in a promissory note. Plaintiff and defendant also entered into a contract securing plaintiffs performance of that promissory note by a deed of trust.
"Both the promissory note and the deed of trust are contracts which under the law carry with them an implied covenant of good faith and fair dealing.
"Defendant breached the contract if defendant did anything which had the effect of destroying or injuring the rights of plaintiff to receive the benefits of the contract or which rendered performance of the contract impossible or if defendant failed to do everything that the contract assumed that defendant would do to accomplish the purpose of the contract." (Italics added.)
Schaefer contends that the emphasized word "anything" in this instruction "renders it overly broad, and results in a misstatement of the law." According to Schaefer, "[t]he instruction should have advised the jury that a breach of the covenant of good faith and fair dealing requires that the conduct at issue was somehow independently wrongful." Schaefer further contends that the trial court should have clarified "that if the jury found that Schaefers actions were the result of bad judgment or mere negligence, then the jury could not find that Schaefer had breached the covenant of good faith and fair dealing."
The instruction given by the trial court did not misstate the law. The exact language of this instruction — including its use of the word "anything" — is taken directly from a long line of Supreme Court cases. (See, e.g., Universal Sales Corp. v. Cal. Press Mfg. Co. (1942) 20 Cal.2d 751, 771 ["In every contract there is an implied covenant that neither party shall do anything which will have the effect of destroying or injuring the right of the other party to receive the fruits of the contract, which means that in every contract there exists an implied covenant of good faith and fair dealing"]; accord, Waller v. Truck Ins. Exchange Inc. (1995) 11 Cal.4th 1, 36; Kendall v. Ernest Pestana, Inc. (1985) 40 Cal.3d 488, 500; Bleecher v. Conte (1981) 29 Cal.3d 345, 350;Gruenberg v. Aetna Ins. Co. (1973) 9 Cal.3d 566, 573; Comunale v. Traders & General Ins. Co. (1958) 50 Cal.2d 654, 658.) Schaefer fails to demonstrate how language that has repeatedly been used by the Supreme Court to describe the contractual implied covenant of good faith and fair dealing misstates the law.
Schaefers contention that a breach of the implied covenant requires an "independently wrongful" act misconstrues the nature of such a claim. The covenant of good faith and fair dealing is an implied term of the contract itself; it is not derived from a source outside the contract. "The covenant of good faith is read into contracts in order to protect the express covenants or promises of the contract, not to protect some general public policy interest not directly tied to the contracts purposes." (Foley v. Interactive Data Corp. (1988) 47 Cal.3d 654, 690.) "It is universally recognized the scope of conduct prohibited by the covenant of good faith is circumscribed by the purposes and express terms of the contract." (Carma Developers (Cal.) Inc. v. Marathon Development California, Inc. (1992) 2 Cal.4th 342, 373 (Carma Developers).) A breach of the covenant, like any other breach of contract, does not require the commission of an independently wrongful act beyond the breach itself.
By contrast, a plaintiff seeking to recover for tortious interference with prospective economic relations must prove that the defendants interference was wrongful by some measure beyond the fact of the interference itself. (Della Penna v. Toyota Motor Sales U.S.A., Inc. (1995) 11 Cal.4th 376, 392-393.) This requirement does not apply to the contractual implied covenant of good faith and fair dealing.
To the extent Schaefer is claiming the trial court should have instructed that "bad judgment or mere negligence" is insufficient to establish a breach of the covenant, he has waived the issue by failing to request such a clarifying instruction at trial. "It is settled that a party may not complain on appeal that an instruction correct in law is too general or incomplete unless he had requested an additional or qualifying instruction." (Agarwal v. Johnson , supra, 25 Cal.3d at p. 948; accord, Suman v. BMW of North America, Inc. (1994) 23 Cal.App.4th 1, 9 ["When a trial court gives a jury instruction which is correct as far as it goes but which is too general or is incomplete for the state of the evidence, a failure to request an additional or a qualifying instruction will waive a partys right to later complain on appeal about the instruction which was given"].) As we have discussed, the instruction given by the trial court was a correct statement of the law. Schaefer neither objected to the instruction, nor requested any amplifying or qualifying instruction. Thus, Schaefer has waived any contention that the instruction given was too general or that it was incomplete.
Further, we disagree with Schaefers implicit suggestion that a breach of the covenant requires conduct that is subjectively intended to harm the other party. "A party violates the covenant if it subjectively lacks belief in the validity of its act or if its conduct is objectively unreasonable . . . [T]he covenant of good faith can be breached for objectively unreasonable conduct, regardless of the actors motive." (Carma Developers, supra, 2 Cal.4th at pp. 372, 373, italics added.) Thus, Schaefers assertion that the jury could not have found a breach of the covenant if his actions were the result of bad judgment or mere negligence is incorrect. If Schaefer engaged in conduct that was objectively unreasonable, the jury could have found a breach of the covenant regardless of his subjective state of mind. (Ibid.)
C. The Trial Court Committed No Error In Failing to Instruct On Justification and Privilege As Affirmative Defenses to the Breach of Covenant Claim
Schaefer contends that the trial court erred in failing to instruct the jury on justification and privilege as affirmative defenses to the claim for breach of the covenant of good faith and fair dealing. However, Schaefers proffered instructions on these affirmative defenses were explicitly limited to the tort claims for intentional and negligent interference with prospective economic advantage. Schaefer never requested that the court instruct the jury on justification or privilege as defenses to the contract claim for breach of the covenant of good faith and fair dealing. Thus, he has waived any claim of error pertaining to the trial courts failure to instruct on these defenses as to the covenant claim. (See Mesecher v. County of San Diego (1992) 9 Cal.App.4th 1677, 1686 [holding civil litigants must propose complete instructions in accordance with their theories of the case and trial court has no sua sponte duty to instruct on other possibly applicable theories].)
Even if the issue were preserved, there is no authority to support Schaefers contention that justification and privilege are affirmative defenses to a contract claim for breach of the covenant of good faith and fair dealing. These defenses apply to claims for tortious interference with contractual relations or prospective economic advantage, not to claims for breach of contract. (Herron v. State Farm Mutual Ins. Co. (1961) 56 Cal.2d 202, 206-207; Sade Shoe Co. v. Oschin & Snyder (1984) 162 Cal.App.3d 1174, 1180.) In fact, the relevant factors enumerated in Herron "were patterned closely after those listed in the original Restatement of Torts (1939) section 767." (Environmental Planning & Information Council v. Superior Court (1984) 36 Cal.3d 188, 194, fn. 3.)
The court in Sade Shoe described these defenses as follows: "Whether an intentional interference by a third party is justifiable turns upon a balancing of the social and private importance of the objective advanced by the interference against the importance of the interest interfered with, considering all the circumstances including the actors conduct and the relationship between the parties. [Citations.] The question on the issue of privilege is whether the actors conduct was fair and reasonable under the circumstances, which is a question for determination by the trier of fact." (Sade Shoe Co., supra, 162 Cal.App.3d at p. 1180.)
The two cases cited by Schaefer on this issue do not stand for the proposition that justification and privilege are affirmative defenses to a contract claim for breach of the implied covenant of good faith and fair dealing. (Carma Developers, supra, 2 Cal.4th at p. 351; Exxon Corp. v. Superior Court (1997) 51 Cal.App.4th 1672, 1688.) In Carma Developers, the Supreme Court held merely that the defendant "was justified in terminating the lease as permitted by its terms and such termination was not a breach of the covenant of good faith and fair dealing." (Carma Developers, supra, 2 Cal.4th at p. 351, italics added.) This was not a reference to justification as an affirmative defense; rather, it was a summary of the courts subsequent holding that the defendants conduct was expressly authorized by the lease and thus could not constitute a violation of the covenant of good faith and fair dealing. (See id. at pp. 371-376.) In Exxon Corp., supra, the court referred to privilege as a defense to a claim for tortious interference with prospective economic advantage. (Exxon Corp., supra, 51 Cal.App.4th at p. 1688.) Neither case held that justification or privilege is a defense to a contract claim for breach of the covenant of good faith and fair dealing. We therefore reject Schaefers claims of jury instruction error as to the covenant claim.
III.
CONCLUSION
Schaefer has failed to demonstrate any reversible error affecting the jurys findings on the cause of action for breach of the implied covenant of good faith and fair dealing. The trial court did not commit error in the jury instructions pertaining to this cause of action. The jurys findings on this cause of action independently support the judgment for $1.45 million. Thus, we affirm the judgment.
Schaefer also challenges the sufficiency of evidence to support the jurys finding that he acted with malice, oppression or fraud. In so finding, the jury necessarily concluded that Schaefer intended to cause injury to Lauer, that he engaged in despicable conduct that "would be looked down upon and despised by ordinary decent people," or that he committed intentional misrepresentation, deceit, or concealment. However, the jury did not award any punitive damages, and the final judgment for $1.45 million is not predicated in any way on the finding of malice, oppression, or fraud. Thus, Schaefer has failed to demonstrate that he is in any way aggrieved by the jurys finding on this issue. Our function is to decide the correctness of the judgment, not to assess the validity of factual findings that had no impact on the judgment. Only the judgment is appealable under Code of Civil Procedure section 904.1; the jury verdict is not appealable. (Sullivan v. Delta Air Lines, Inc. (1997) 15 Cal.4th 288, 307, fn. 10, citing Robins v. Weis (1950) 97 Cal.App.2d 144, 145.) Because the jurys finding of malice, oppression, or fraud is not necessary to the judgment currently on appeal, and it is not separately appealable, we decline to address Schaefers challenge to this finding.
IV.
DISPOSITION
The judgment is affirmed. Respondents are entitled to costs on appeal.
We concur: HUFFMAN, Acting P. J., NARES, J.