Opinion
NOT TO BE PUBLISHED
Santa Clara County Super. Ct. No. 1-08-CV104745
Mihara, J.
Appellant Eren Niazi challenges a judgment entered against him on a common count for money lent. He contends that the judgment is not supported by substantial evidence that the $200,000 check that his uncle handed to him in response to his request for a short-term loan was a personal loan to him rather than an investment in his company (which subsequently declared bankruptcy). We find substantial evidence in the record to support the trial court’s judgment.
I. Standard of Review
“ ‘When a finding of fact is attacked on the ground that there is not any substantial evidence to sustain it, the power of an appellate court begins and ends with the determination as to whether there is any substantial evidence contradicted or uncontradicted which will support the finding of fact.’ ” (Foreman & Clark Corp. v. Fallon (1971) 3 Cal.3d 875, 881; accord Gray v. Don Miller & Associates, Inc. (1984) 35 Cal.3d 498, 503.) “ ‘[W]e have no power to judge of the effect or value of the evidence, to weigh the evidence, to consider the credibility of the witnesses, or to resolve conflicts in the evidence or in the reasonable inferences that may be drawn therefrom.’ ” (Leff v. Gunter (1983) 33 Cal.3d 508, 518.) Our role is limited to determining whether the evidence before the trier of fact supports its findings. (Reddy v. Gonzalez (1992) 8 Cal.App.4th 118, 123.)
II. Evidence Supporting Judgment
Eren is the son of Izzet Niazi. Ozkan Niazi is Izzet’s younger brother. Swee Chin Niazi (Chin) is Ozkan’s wife. In 2002, Eren started a company called Open Source Systems Inc. (OSS). Eren served as OSS’s CEO. In April 2007, OSS was “insolvent” and “financially distressed” and needed money.
Because all of the parties share a last name, we will refer to them by their first names.
On April 8, 2007, Eren telephoned Ozkan, told him that he “needed some money, ” and arranged to meet with him that evening. Eren and his parents came to the home of Ozkan and Chin that evening. Eren told Ozkan and Chin that he had a “[t]emporary cash flow issue, ” needed money to “fill a Yahoo order, ” and would return the money in no more than five or six weeks. There was no discussion of Ozkan taking an ownership interest in OSS. Ozkan and Chin agreed to lend Eren $200,000. Both Ozkan and Chin believed that they were making a “personal loan” to Eren.
Eren did not tell Ozkan and Chin that OSS was insolvent. Izzet had previously told Ozkan and Chin that OSS was “doing very well.”
The next morning, Eren came to Ozkan’s office. Eren asked Ozkan to make the check out to OSS “to save him the time, ” and Ozkan did so. Ozkan gave the check to Eren. The check was deposited that day into OSS’s bank account. A few weeks later, Eren asked Ozkan and Chin for more money, but they declined.
Four or five weeks after Ozkan gave Eren the check, Ozkan called Eren and asked “where is the money?” Eren assured Ozkan that he would “pay [Ozkan] back....” In July 2007, OSS filed for bankruptcy. OSS did not list Ozkan or Chin as a creditor in the bankruptcy.
In September 2007, Eren gave Ozkan a personal check for $30,000. On the “memo line” of this check, Eren had written “Loan partial.” Eren repeatedly reassured Ozkan that he would repay the money Ozkan had given him. In November 2007, Ozkan asked Eren to provide “a legal document for the funds, two hundred thousand dollars, that you have borrowed on the 4/9/07.” Eren told Ozkan that he would “work to get you the documentation you need by early next week.” Eren never produced any “documentation.” When Ozkan pressed him further, Eren replied: “I would not have borrowed these funds if I knew this would happen....”
III. Procedural Background
Ozkan and Chin filed an action against Eren, Izzet, and OSS for breach of contract, fraud, and “Money Lent.” At the commencement of the court trial, Ozkan and Chin dismissed the action as to OSS because OSS had gone through bankruptcy and no longer existed.
The dispute at trial was over whether the $200,000 check had been a personal loan to Eren or an investment in OSS. Eren testified at trial that he had told Ozkan that OSS was “financially distressed” and that Ozkan said he “wanted to help the company” by investing in it. Eren also testified that Ozkan told him that the transaction was “a business deal between him and the company.” However, Eren admitted that Ozkan did not want stock in OSS. Eren denied that he had told Ozkan that he would repay the $200,000 in four to six weeks. He maintained that the $200,000 check he received from Ozkan was Ozkan’s “investment to the company” rather than a personal loan from Ozkan to Eren. Eren insisted that his notation “Loan partial” on his $30,000 check to Ozkan referred to the fact that Eren had taken out a loan to obtain the $30,000.
The court entered judgment for Ozkan and Chin against Eren “for money lent in the principal amount of $170,000.” The court also awarded Ozkan and Chin prejudgment interest. Eren timely filed a notice of appeal.
The judgment found that Izzet was not a guarantor of the loan.
IV. Analysis
The cause of action for money lent in this case alleged breach of an implied-in-fact contract. “The only distinction between an implied-in-fact contract and an express contract is that, in the former, the promise is not expressed in words but is implied from the promisor’s conduct.” (Weitzenkorn v. Lesser (1953) 40 Cal.2d 778, 794.)
Here, the only alleged promise which was “not expressed in words” was that Eren, rather than OSS, would be personally obligated to repay the loan. Eren asserts that the only evidence addressing this issue was the check itself, which was made out to OSS, not Eren. He is incorrect.
The issue before the trial court was whether a promise by Eren to personally repay the loan may be “implied from [Eren’s] conduct.” Although Eren testified that the transaction was a “business deal” between Ozkan and OSS, substantial evidence supports a finding that the transaction was a personal loan.
Eren initiated contact by telephoning his uncle at home, saying he “needed some money, ” and arranging to meet with his uncle that very evening at the home of his uncle and aunt. Eren brought his parents with him. The fact that the loan was between close relatives and was arranged in their home on very short notice, in the presence of other close family members strongly supported a finding that the transaction was a personal, rather than a business, loan. Similarly, Eren’s promise to return the money in just five or six weeks and the absence of any consideration for the use of the money rebutted Eren’s claim that the money was a business investment. Since Ozkan acquired no ownership interest in OSS and, at best, would have had his money simply returned in a few weeks, the trial court could reasonably conclude that there was no “investment.” Eren’s failure to provide any documentation of the transaction and his personal visit to his uncle to pick up the check were also supportive of a finding that the transaction was not an investment in OSS or a business loan to OSS, but a personal loan to Eren. The trial court could reasonably conclude that a business investment or business loan would have been documented and would not have been transacted during personal visits to a close relative’s home or workplace.
Since substantial evidence supports the trial court’s judgment, we reject Eren’s challenge.
V. Disposition
The judgment is affirmed.
WE CONCUR: Bamattre-Manoukian, Acting P. J., Duffy, J.