Opinion
C048700
12-5-2006
HOANG LE NGUYEN, Plaintiff and Respondent, v. MAGDALENA C. LOPEZ, Defendant and Appellant.
Defendant Magdalena C. Lopez appeals from a judgment entered against her in this action for specific performance of an agreement to sell a house to plaintiff Hoang Le Nguyen. She contends the trial court erred in ruling that her initials on the sales agreement were equivalent to a signature, and erred in finding that plaintiff Hoang Le Nguyen, rather than his father, was the intended buyer.
Neither contention has merit. We shall affirm the judgment.
BACKGROUND
The facts were presented on appeal by means of a settled statement containing an agreed summary of the testimony of the witnesses. (see Cal. Rules of Court, rule 7.) Pursuant to the substantial evidence standard of review, we state the facts in the manner most favorable to the judgment, resolving evidentiary conflicts in favor of the judgment. (Kotler v. Alma Lodge (1998) 63 Cal.App.4th 1381, 1383, fn. 1.)
At all times relevant here, defendant owned a house located on 4th Avenue in Sacramento (the house); it was one of several houses she had purchased since 1984 for investment purposes.
Sometime during October 2002, defendant agreed to sell the house to Richard Gates for $95,000, but the contract fell through after she rejected an extension offer from Gates.
On or about October 12, 2002, over dinner at plaintiffs parents home, defendant agreed to sell the house to plaintiff for $ 88,000. Plaintiffs father, Long Nguyen, negotiated with defendant on plaintiffs behalf. Defendant agreed to accept a deposit of $2,000, and plaintiff gave her a check in that amount, dated October 12, 2002. She did not tell plaintiff or his family that she had agreed to sell the house to anyone else.
A week later, on October 19, the parties initialed a form Residential Purchase Agreement (the agreement), which stated that the purchase price of the house was $88,000. Plaintiffs parents were also there, and saw defendant initial the agreement. Defendant initialed the bottom of each of the first six pages of the seven-page agreement and at various other places on it, including immediately below the paragraph entitled "ACCEPTANCE OF OFFER" which states that she "accepts the above offer, [and] agrees to sell the Property on the above terms and conditions." Under the paragraph entitled "OTHER TERMS AND CONDITIONS," defendant wrote, "buyer and seller dont have real estate agent to represent" them. Neither plaintiff nor defendant placed their signatures upon, or dated, the agreement.
When she initialed the agreement, defendant said she needed another $5,000 for the deposit; plaintiff gave her a second check (dated October 19, 2002) for $2,000.
On October 29, 2002, defendant invited plaintiff and his parents to the house, where she told them she needed more money to pay the mortgage on the house. Plaintiffs father gave defendant a check for $500.
Defendant gave plaintiffs father the keys to the house.
Plaintiffs father helped plaintiff obtain the loan, and they obtained loan approval for a portion of the purchase price.
But when plaintiffs appraiser attempted to complete the appraisal necessary to complete the transaction, defendant refused to allow it, and told the appraiser she was not going to sell the property. Defendant thereafter refused to complete the sale.
Plaintiff sued for specific performance of the house purchase agreement. In her answer, defendant took the position that the contract is barred by the statute of frauds. (Civ. Code, § 1624.)
At trial, plaintiff introduced copies of the three checks given to — and negotiated by — defendant, each of which bears an annotation in the memo line that it represents a deposit for the purchase of the house. The third check, for $500, indicates that the cumulative deposit total was $4,500.
For her part, defendant testified at trial she never intended to sell the house to plaintiff, and never agreed to sell it to him. Although she initialed the purchase agreement, she claimed she did not read it, did not have her glasses, did not know it was a contract and did not intend for her initials to be her signature. She also testified she thought it was just an offer, and she was never given a copy of it.
This statement was impeached at trial with defendants deposition testimony that she did read the purchase agreement.
Defendant testified that the only reason she initialed the document was because plaintiffs father was "harassing" and "pressur[ing]" her to do so. Defendant admitted that, prior to October 2002, she felt pressured by a pending court case to sell her houses, but when the case was dropped, she took them off the market.
In addition, defendant testified that she told plaintiffs father she could not sell the house to him because she was under contract to sell the house to Richard Gates. However, her deposition testimony was that she had no contract to sell the house to Gates following her rejection of his extension offer. Her trial testimony that she had never discussed a price with plaintiff and his family was similarly impeached by the introduction of her deposition testimony to the contrary.
Defendant testified she never received any money under the agreement, explaining that the three checks she received instead represented personal "loans" to assist her in fixing up her house. Deposition testimony was introduced to establish that she never discussed with plaintiff the interest, terms, duration, or payments for these purported loans, and the parties never used the word "loan" in discussing the checks.
The trial court ruled in plaintiffs favor, finding the preponderance of the evidence supported its conclusion defendant had agreed to sell the house to plaintiff, and had entered into a formal written sales contract to that effect. In so doing, the court rejected defendants "current claim that she didnt inten[d] her initials to be the equivalent of a legal signature. Defendant has purchased real estate in the past and her sworn claim that she thought she didnt have to sell because she only initialed and didnt sign the document is simply unbelievable, especially in light of the numerous times that her sworn trial testimony directly contradicted her sworn deposition testimony. Defendants claims that she was somehow pressured into initialing the document in question are also simply not supported by the overwhelming weight of the documentary and testimonial evidence." The court also rejected as "not supported by any credible evidence" defendants claim that the $4,500 in checks she received were simply gratuitous loans.
DISCUSSION
I
Defendant first contends the trial court erred in concluding that her initials on the purchase agreement "were equivalent" to a signature under the applicable statute of frauds. We disagree.
The applicable statute of frauds is set forth in Civil Code section 1624, subdivision (a), which describes the various kinds of contracts that "are invalid, unless they, or some note or memorandum thereof, are in writing and subscribed by the party to be charged or the partys agent." One such contract is "[a]n agreement . . . for the sale of real property." (Civ. Code, § 1624, subd. (a)(3).)
"The words `signed and `subscribed, although of different derivations, and although their literal meanings have a shade or two of difference, are substantially . . . the same . . . ." (Cal. Canneries Co. v. Scatena (1897) 117 Cal. 447, 449-450.) "The statute of frauds does not demand that the signature of the party to be charged be placed at the end of the writing relied upon if a proper signature be found elsewhere on the instrument. . . . But it is a universal requirement that the statute of frauds is not satisfied unless it is proved that the name relied upon as a signature was placed on the document or adopted by the party to be charged with the intention of authenticating the writing." (Marks v. Walter G. McCarty Corp. (1949) 33 Cal.2d 814, 820.) We conclude the trial court properly found that the statute of frauds was satisfied.
As to the "form" of the signature, it is established that "[s]ignature by initials has been held to be sufficient under the statute of frauds and the statute of wills." (Weiner v. Mullaney (1943) 59 Cal.App.2d 620, 634 [defendant did not deny writing the letters concerned but complained that his initials were an insufficient subscription to satisfy the statute]; see also Ohl & Co. v. Smith Iron Works (1933) 288 U.S. 170, 176 , fn. omitted [because "[s]ignature by initials has been held to be sufficient under the Statute of Frauds and the Statute of Wills and in other transactions[,]" trial judges initials were sufficient to authenticate bill of exceptions].) Like the defendant in Weiner v. Mullaney, the defendant here did not deny that she placed her initials on the agreement: she only argued they should have no legal effect because she felt pressured into writing them on the agreement or, alternatively, because she believed them to have no legal effect.
Once the court found that defendants initials were an adequate stand-in for her full signature on the sales agreement, the court necessarily found the second prong required to satisfy the statute of frauds: that, by affixing her initials to the agreement, she intended to "authenticate it," i.e., give it legal effect.
Evidence of defendants intention raises a question of fact. (See Garter-Bare Co. v. Munsingwear, Inc. (9th Cir. 1980) 650 F.2d 975, 981 ["under California law the application of the statute of frauds raises fact issues that must be determined by the jury unless only one inference can be drawn from the evidence"]; Landes Const. Co., Inc. v. Royal Bank of Canada (9th Cir. 1987) 833 F.2d 1365, 1370 ["[w]hen the material facts are not in dispute, the question of whether a contract is within the statute of frauds is a question of law"].)
Notwithstanding her trial testimony to the contrary, there was substantial evidence to prove that defendant intended to sell the house to plaintiff. First, evidence of her intent to sell can be found in the agreement itself. The document is a preprinted Residential Purchase Agreement, which appears to have been designed, intended, and made suitable for the single use and purpose of formalizing an agreement to sell houses. Defendants initials appear in nine separate places on the agreement, including next to paragraphs that establish the parties substantive rights under the agreement, such as defendants right to liquidated damages in the amount of the deposit if plaintiff defaulted on the agreement and both parties right to arbitration of disputes arising from the agreement. Defendants initials also appear directly following the paragraph entitled "ACCEPTANCE OF OFFER" which states that she "accepts the above offer, [and] agrees to sell the Property on the above terms and conditions."
Evidence that defendant cashed the deposit checks and gave plaintiffs father the keys to the house after the agreement was initialed by both parties also establishes her intent to sell plaintiff the house. In resolving the question of fact as to defendants intent, moreover, the court expressly rejected defendants version of events as incredible.
There was no error.
II
Defendant also contends that, if there was an agreement to sell the house, plaintiff has no standing to sue because the contemplated buyer was actually plaintiffs father, Long Nguyen, and Long Nguyen never gave notice he intended to "substitute" plaintiff in his place as the buyer.
Arguments directed at plaintiffs standing to sue may be raised for the first time on appeal. (Horn v. County of Ventura (1979) 24 Cal.3d 605, 619.)
This argument is meritless. Although Long Nguyen testified he helped plaintiff negotiate the purchase and helped him secure the loan, substantial evidence supports the trial courts conclusion that the parties at all times understood and agreed that plaintiff was the buyer of the house. The purchase agreement identifies plaintiff as the buyer, and he (like defendant) signed the agreement by initialing it. The deposit checks were drawn on accounts with plaintiffs name on them, and plaintiff signed both $2,000 checks.
By separate motion, plaintiff seeks sanctions against defendant and her attorney for filing a frivolous appeal. We deny that request (In re Marriage of Flaherty (1982) 31 Cal.3d 637, 650), but without prejudice to plaintiffs seeking in the trial court those attorney fees to which he may be entitled under the terms of the Residential Purchase Agreement.
DISPOSITION
The judgment is affirmed.
We concur:
SCOTLAND, P.J.
HULL, J.