Opinion
NOT TO BE PUBLISHED
APPEAL from a judgment of the Superior Court of Kern County, Super. Ct. Nos. CV257455, CL9262 & CV257777. Sidney P. Chapin, Judge.
McJessy, Ching & Thompson and Kim K. Thompson; Law Office of Ted W. Pelletier and Ted W. Pelletier for Plaintiffs and Appellants.
Lemieux & O’Neill, W. Keith Lemieux and Christine M. Carson for Defendants and Respondents.
OPINION
Kane, J.
Appellant Matrix Motor Co., Inc. (Matrix) sued respondent Ridgecrest Redevelopment Agency (the Agency) for specific performance, breach of contract, declaratory relief, quiet title and mandamus. The Agency demurred to all causes of action and the trial court granted the demurrer on the grounds that Matrix’s complaint did not comply with the Government Claims Act and was barred by the statute of frauds. On appeal, Matrix argues that the trial court erred in granting the demurrer because Matrix did properly file a claim with the Agency before commencing any action and because Matrix’s contractual claims were rooted in a written and signed agreement between the parties. We will affirm.
FACTS AND PROCEDURAL BACKGROUND
Matrix was a Los Angeles based company specializing in automotive manufacturing and restoration. The City of Ridgecrest (the City) and the Agency contacted Matrix in March 2000, inviting Matrix to move its entire operation from Los Angeles to Ridgecrest. In a letter agreement dated March 21, 2000 (the March letter agreement), Matrix agreed to move its entire operation to Ridgecrest in exchange for the City’s providing 16 acres of land for Matrix’s new manufacturing facility and a $2 million construction loan for improvements to the property. The letter agreement was sent to Matrix on behalf of the City and the Agency.
In April 2000, Matrix and the Agency signed the first Disposition and Development Agreement (the DDA). The DDA specified that Matrix would receive 16 acres of land (the China Lake property), a site different than that agreed to in the March letter agreement. The DDA required Matrix to maintain a minimum number of employees, 45 after one year, 60 after two years and 75 after three years, and contained an integration clause specifying that the DDA superseded all prior agreements. By May 2000, Matrix had disassembled its businesses in Los Angeles and completed its move to Ridgecrest.
Between May and October 2000, Matrix and the Agency executed three amendments to the DDA. The first amendment specified that Matrix would receive a $500,000 relocation loan to cover costs for improvements to the China Lake property. The loan was to be split into two parts, $100,000 upon execution of the amendment and $400,000 should Matrix incur such costs. The second amendment memorialized the disbursement of $250,000 of the relocation loan. The third amendment memorialized the disbursement of the remaining $150,000 of the loan.
In June 2000, Matrix entered into a lease agreement with the City for the China Lake property, the property Matrix was to buy according to the DDA. The lease stated that the City would offset the cost of improvement on the property from rent and the City agreed to reimburse Matrix for 80 percent of its rent against improvement costs. Also in June 2000, Matrix learned that the City did not own the land originally promised to Matrix in the March letter agreement. In addition, Matrix also learned that the City and the Agency would not be able to secure the $2 million loan promised in that same agreement.
In December 2000, Matrix and the Agency entered into the Amended and Restated Disposition and Development Agreement (the Restated DDA). The Restated DDA specified that Matrix would purchase the China Lake property and the transfer of this property would close no later than May 1, 2001. The Restated DDA contained an integration clause specifying that it superseded all prior agreements between the parties. The May 1 closing never occurred. Matrix contends that the Agency repeatedly asked for extensions to the closing deadline and that these requests were granted.
These extensions lasted from 2001 to 2005, but in July 2005, the City sought to evict Matrix from the China Lake property. In August 2005, the City sent a letter to Matrix offering to discuss a settlement proposal. Matrix responded in September 2005 with a letter offering to buy the China Lake property at a price more than that agreed to in the Restated DDA. The City never responded to the letter.
On November 11, 2005, Matrix served the City with a notice of claim as required by the Government Claims Act (Gov. Code, § 910 et seq.). The claim expressed grievances relating to the City’s failure to provide the promised 16 acres of land to Matrix and the $2 million construction loan. The claim also complained of the Agency’s failure to sell Matrix the China Lake property. Neither the City nor the Agency ever responded to Matrix’s claim.
On January 3, 2006, the City filed suit against Matrix for unlawful detainer, alleging Matrix failed to pay rent on the China Lake property. On February 14, 2006, the City and the Agency sued Matrix for breach of contract. Matrix cross-complained against the City and the Agency for specific performance, constructive trust, breach of contract, fraud, negligent misrepresentation and declaratory relief. Matrix alleged that the City and the Agency were alter egos of each other. The City and the Agency demurred to Matrix’s complaint. The trial court granted the demurrer, dismissing the fraud allegations with prejudice, with leave to amend the rest of the complaint.
On July 10, 2006, Matrix filed its first amended complaint. This complaint alleged four causes of action for specific performance, constructive trust, breach of contract and declaratory relief. The City and the Agency again demurred to Matrix’s complaint. The trial court sustained the demurrer and dismissed the City as a defendant to the complaint. The trial court reasoned that the City was not a part of any written contract with Matrix that was signed by the mayor. The court also dismissed the constructive trust cause of action because it was rooted in fraud allegations that had already been dismissed with prejudice. The court granted Matrix leave to amend the complaint as to the government tort claim and the contract claims against the Agency.
The trial court also dismissed all causes of action pled by Klara and Louis Beuzieron, two Matrix principals.
On February 5, 2007, Matrix filed its second amended complaint, this time asking for specific performance, breach of contract, declaratory relief, quiet title and mandamus. Matrix reasserted the argument that the City and the Agency were alter egos and therefore the 2005 service of claim on the City satisfied the Government Claims Act requirement for service on the Agency. Matrix also asserted that its contract claims were based on a written agreement, the Restated DDA, to transfer title of the China Lake property to Matrix. Matrix claimed that performance under the Restated DDA had repeatedly been extended through oral agreements. The Agency demurred to Matrix’s complaint and the trial court granted the demurrer without leave to amend. The court ruled that Matrix failed to demonstrate it had complied with the Government Claims Act by providing the Agency with a proper tort claim. The court also ruled that Matrix’s complaint was untimely and barred by the statute of frauds.
On September 7, 2007, the trial court entered a judgment for dismissal of Matrix’s entire action. Matrix timely appealed the trial court’s judgment of dismissal.
DISCUSSION
I. Standard of Review
“On appeal from a judgment dismissing an action after sustaining a demurrer without leave to amend, the standard of review is well settled. We give the complaint a reasonable interpretation, reading it as a whole and its parts in their context.” (City of Dinuba v. County of Tulare (2007) 41 Cal.4th 859, 865; Zelig v. County of Los Angeles (2002) 27 Cal.4th 1112, 1126.) We also consider the demurrer as admitting all material facts that were properly pleaded but we do not assume the truth of the contentions or conclusions of law. (Zelig v. County of Los Angeles, supra, at p. 1126.) When a demurrer is sustained without leave to amend, we examine whether the complaint states facts that constitute a cause of action and whether it is reasonably possible that any defect in the pleading can be cured by amendment. (City of Dinuba v. County of Tulare, supra, at p. 865.) If the defect can be cured, then the trial court abused its discretion in granting the demurrer and we must reverse. (Ibid.; Zelig v. County of Los Angeles, supra, at p. 1126.)
II. Statute of Frauds
Among its various arguments, the Agency demurred on the ground that the oral agreements extending the closing date, which Matrix relies on to sustain its claim, violate the statute of frauds. We determine this issue first as it is relevant to Matrix’s entire complaint, whereas the dispute that Matrix did not comply with the Government Claims Act affects only the causes of action requiring legal remedies.
Matrix argues that because it seeks to enforce the written Restated DDA, the statute of frauds is satisfied and the contract should be enforced. We disagree.
The statute of frauds requires any agreement for the sale of real property to be in writing and signed by the party to be charged with enforcement. (Civ. Code, § 1624, subd. (a)(3).) An oral promise to extend the time of closing for a sale of property is unenforceable where the written contract for the sale requires all modifications to be made in writing. (Civ. Code, § 1698, subd. (c); Sutherland v. Barclays American/Mortgage Corp. (1997) 53 Cal.App.4th 299, 312; Raedeke v. Gibraltar Sav. & Loan Assn. (1974) 10 Cal.3d 665, 673.)
Matrix contends that the Restated DDA does allow for oral changes in the contract and cites section 202.4 of the contract as evidence of this interpretation. The pertinent part of section 202.4 reads as follows: “The conveyance of the Site shall close … [no] later than May 1, 2001 (the ‘Outside Date’), unless an extension is mutually agreed to by both parties.” Matrix asserts that the absence of any language in section 202.4 requiring extensions of time to be in writing demonstrates that the contract does allow for extensions to be agreed upon orally. Matrix argues that these extensions of time were not modifications to the contract but actions taken pursuant to the contract. This interpretation is incorrect.
Matrix’s contention that extensions of time did not require written agreements and its reliance on section 202.4 belie the fact that the Restated DDA regards extensions of time as modifications to the contract and therefore requires that they be in writing. Section 701 requires that all communications between the parties, including demands, must be in writing. Section 718 is a modification clause and reads: “Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each party.” Finally, section 722 stipulates that “[t]ime is expressly made of the essence with respect to the performance by the Agency and the Developer ….” Since the time of performance is expressly made a material element of the Restated DDA, extensions of time should be interpreted as modifications to the contract. Thus, Matrix’s contention that extensions of time were made pursuant to the Restated DDA is incorrect. Any extension of time is a modification to the Restated DDA and therefore needs to be made in writing as required by that contract.
Moreover, Matrix’s contention that its interpretation of section 202.4 is correct is muted by the explicit language in item No. 8 on the schedule of performance attached to the Restated DDA. Item No. 8 refers to the scheduled close of escrow and conveyance of the property and uses the exact language of section 202.4 except that it says the close can be no “later than May 1, 2001 unless mutually agreed to by the parties in writing.” If Matrix’s interpretation of the Restated DDA is accepted, item No. 8 of the performance schedule is in direct conflict with section 202.4. We cannot, however, interpret the Restated DDA in this manner because a contract must, where possible or practicable, be construed such that the various individual clauses are interpreted together so as to give effect to the whole. (Civ. Code, § 1641; Code Civ. Proc., § 1858; 1 Witkin, Summary of Cal. Law (10th ed. 2005) Contracts, § 746, pp. 834-835.) “Courts must interpret contractual language in a manner which gives force and effect to every provision, and not in a way which renders some clauses nugatory, inoperative or meaningless.” (City of Atascadero v. Merrill Lynch, Pierce, Fenner & Smith, Inc. (1998) 68 Cal.App.4th 445, 473; Titan Corp. v. Aetna Casualty & Surety Co. (1994) 22 Cal.App.4th 457, 473-474.) Because Matrix’s interpretation of section 202.4 contradicts the unambiguous language of an almost identical clause elsewhere in the Restated DDA, Matrix’s interpretation does not stand.
Construing all clauses of the Restated DDA together in order to give effect to the whole, we conclude that the Restated DDA does require any time extensions for performance to be made in writing. Therefore, the oral time extensions for the conveyance of the property violate the statute of frauds and are unenforceable.
We note the only reference in the record to promissory estoppel was when Matrix made an offhand comment about it to the trial court during the hearing for demurrer to the second amended complaint. Matrix never pleaded the issue and did not raise it on appeal.
III. Statute of Limitations
Because the oral extensions of time are unenforceable as to the Restated DDA, we can only look to what the written contract provides for between the parties. The Agency argued in its demurrer that any action arising from the Restated DDA is time barred. We agree.
The statute of limitations is an acceptable basis for granting a general demurrer. (Roman v. County of Los Angeles (2000) 85 Cal.App.4th 316, 324.) “The running of the statute must appear ‘clearly and affirmatively’ from the dates alleged. It is not sufficient that the complaint might be barred. (Marshall v. Gibson, Dunn & Crutcher (1995) 37 Cal.App.4th 1397, 1403.) If the dates establishing the running of the statute of limitations do not clearly appear in the complaint, there is no ground for general demurrer.” (Roman v. County of Los Angeles, supra, at pp. 324-325.) Because the Restated DDA is a written agreement, any action arising out of its execution is governed by a four-year statute of limitations. (Code Civ. Proc., § 337; Kelly v. United Financial Corp. of California (1971) 18 Cal.App.3d 686, 688.)
The Restated DDA was an exhibit attached in its entirety to the complaint. According to the Restated DDA, the sale of the China Lake property was supposed to close no later than May 1, 2001. Without a written modification to this term, failure to complete the closing and therefore any action arising from such failure would have accrued on May 2, 2001. To comport with the statute of limitations, any claim arising from the Restated DDA would need to have been filed by May 2005. (Code Civ. Proc., § 337.) Matrix’s original complaint was not filed until March 24, 2006, almost a year after the statute of limitations had run. Because the dates establishing the running of the statute of limitations are clear from the complaint, we conclude that Matrix’s causes of action arising from the Restated DDA were time barred after May 2005.
Because all five causes of action in the second amended complaint arose out of the Restated DDA, the trial court properly sustained the demurrer as to the entire complaint. The demurrer was proper against all the causes of action based on the statute of limitations. Accordingly, we do not reach the issue of whether Matrix’s claim filed with the City comported with the requirements of the Government Claims Act for the purposes of Matrix’s complaint against the Agency.
DISPOSITION
The judgment is affirmed. Costs on appeal are awarded to respondents.
WE CONCUR: Vartabedian, Acting P.J., Cornell, J.