Opinion
G044184 Super. Ct. No. 30-2008-00116121 Super. Ct. No. 30-2009-00121627
12-19-2011
OLD ROAD VENTURE, LLC, Plaintiff and Respondent, v. CONSTANTINE PAPANICOLAOU, Defendant and Appellant. CONSTANTINE PAPANICOLAOU et al., Plaintiffs and Appellants, v. OLD ROAD VENTURE, LLC, Defendant and Respondent.
Law Offices of Patrick L. Garofalo and Patrick L. Garofalo for Defendant and Appellant and for Plaintiffs and Appellants. Coontz & Matthews and M. Stephen Coontz for Plaintiff and Respondent and for Defendant and Respondent.
NOT TO BE PUBLISHED IN OFFICIAL REPORTS
California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.
OPINION
Appeal from a judgment of the Superior Court of Orange County, David R. Chaffee, Judge. Affirmed.
Law Offices of Patrick L. Garofalo and Patrick L. Garofalo for Defendant and Appellant and for Plaintiffs and Appellants.
Coontz & Matthews and M. Stephen Coontz for Plaintiff and Respondent and for Defendant and Respondent.
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INTRODUCTION
Defendant, plaintiff, and appellant Constantine Papanicolaou and plaintiff and appellant Urban Home appeal from a judgment entered in favor of Plaintiff, Defendant, and Respondent Old Road Venture, LLC (Old Road Venture), in these consolidated actions.
Papanicolaou entered into a sale agreement (the Sale Agreement) with Old Road Venture for the construction and purchase of a retail building. These lawsuits arose out of a dispute over which of two sections in the Sale Agreement, 7.2 or 11.2, governed Papanicolaou's remedy when Old Road Venture failed to meet the substantial completion date specified in the Sale Agreement. Section 7.2 of the Sale Agreement stated Papanicolaou's remedy specifically for Old Road Venture's failure to meet the substantial completion date was per diem liquidated damages credited at the close of escrow. Section 11.2 prescribed remedies, different from those of section 7.2, generally for the breach of any term of the Sale Agreement, including termination of the Sale Agreement and a return of the deposit.
Based on section 11.2, Papanicolaou terminated the Sale Agreement and demanded the return of the $300,000 deposit. Based on section 7.2, Old Road Venture declined to return the deposit and contended Papanicolaou's sole remedy was per diem liquidated damages credited upon closing.
After a bench trial on the bifurcated issue of contract interpretation, the trial court found in Old Road Venture's favor on the ground section 7.2 of the Sale Agreement prevailed over section 11.2 and set forth Papanicolaou's sole remedy for Old Road Venture's failure to meet the substantial completion deadline. As a consequence, the court found Papanicolaou did not have the right to terminate the Sale Agreement and Old Road Venture had the right to keep the deposit. Because the court's decision on the bifurcated issue resolved the litigation, judgment was entered in Old Road Venture's favor.
On appeal, Papanicolaou and Urban Home argue the trial court (1) incorrectly interpreted the Sale Agreement, (2) exceeded the scope of the bifurcation order and deprived Papanicolaou of his right to a jury trial, and (3) issued a statement of decision that failed to address the material issues.
We affirm. We conclude the trial court correctly interpreted the Sale Agreement because the remedy of section 7.2, which applied specifically to the failure to meet the substantial completion date, prevailed over section 11.2, which applied generally to breach of any contract term. The trial court did not exceed the scope of the bifurcation order because resolution of the contract interpretation issue left nothing to be tried to a jury. Finally, a statement of decision was unnecessary because the trial court did not resolve factual issues, and, in any event, the court issued a statement of decision adequately explaining the basis for its decision.
FACTS
I.
Background and Relevant Terms of the Sale Agreement
Old Road Venture is the owner and developer of real property in Valencia, California (the Property), which Old Road Venture was developing as a retail shopping center. In September 2006, Old Road Venture and Papanicolaou entered into the Sale Agreement, by which Old Road Venture agreed to develop approximately 19,000 square feet of the Property and sell it to Papanicolaou for $4.99 million. Pursuant to the Sale Agreement, Papanicolaou made three escrow deposits totaling $300,000.
The Sale Agreement identified Old Road Venture as the "Seller" and Papanicolaou as the "Buyer." Urban Home, a California Corporation, is owned by Papanicolaou and was not a party to the Sale Agreement.
Section 7.2 of the Sale Agreement required Old Road Venture to give Papanicolaou notice of the commencement of construction and to "diligently prosecute construction of the work required by [Old Road Venture] per Exhibit C ('Work') to Substantial Completion." We call this the "Diligent Prosecution Covenant."
Section 7.2 also stated Old Road Venture covenanted the work "will be Substantially Completed on or before December 1, 2007 plus Force Majeure delays permitted by Section 13.11." This is called the "Substantial Completion Covenant." If Old Road Venture did not substantially complete the work by December 1, 2007, then section 7.2 required Old Road Venture to "credit to [Papanicolaou] liquidated damages at close of Escrow."
The pertinent portion of the liquidated damages provision in section 7.2 stated, in all capitalized letters: "Buyer and Seller wish to avoid the cost and lengthy delays which would result if Buyer filed a lawsuit to collect its damages for a breach of the Substantial Completion Covenant. Therefore, if Seller breaches the Substantial Completion Covenant, upon the closing Seller shall pay Buyer as liquidated damages the per diem sum for each day after the deadline until the Substantial Completion Covenant is performed: $1,000 per day for the first ten (10) days of delay; $2,000 per day for per day for [sic] the next twenty (20) days; $2,500 per day for the next forty (40) days of delay; and $0 per day thereafter. Such sum shall be deemed to constitute a reasonable estimate of Buyer's damages under the provisions of section 1671 of the California Civil Code, and Buyer's sole and exclusive remedy in the event of Seller[']s breach of the Substantial Completion Covenant and Buyer shall have no right to an action for additional damages or for specific performance of the Substantial Completion Covenant." (Some capitalization omitted.)
Section 11.1 of the Sale Agreement, titled "Buyer Default," stated, in relevant part: "[I]f escrow fails to close due to a Buyer default as described above, the sum then represented by the deposit (whether then held by escrow holder, Seller or both) shall be deemed to constitute a reasonable estimate of Seller's damages under the provisions of section 1671 of the California Civil Code." (Some capitalization omitted.)
Section 11.2 of the Sale Agreement, titled "Seller Default," stated: "If Seller defaults under any of the terms of this Agreement prior to Closing and if such default is not cured within ten (10) days after receipt by Seller of written notice from Buyer, Buyer shall be entitled as the sole and exclusive remedy of Buyer to either: (1) terminate this Agreement and receive a refund of the Deposit; or (2) commence an action for specific performance, provided however that as a condition to specific performance Buyer shall have performed all of its obligations hereunder and waived all conditions for Buyer's benefit. In no event shall Buyer be entitled to actual, punitive or consequential damages. Upon Closing, Buyer waives all Seller defaults known to Buyer."
II.
Old Road Venture Misses the December 1, 2007
Substantial Completion Date.
Old Road Venture did not substantially complete the building by December 1, 2007. Papanicolaou did not object until October 2008, when, acting through his legal counsel, he notified Old Road Venture in writing that he believed Old Road Venture defaulted on the Sale Agreement by failing to meet the substantial completion date. The letter demanded, pursuant to section 11.2 of the Sale Agreement, Old Road Venture cure the default in 10 days, and stated, if the default were not cured, Papanicolaou would elect to terminate the Sale Agreement and recover the $300,000 deposit.
Old Road Venture's legal counsel responded with a letter asserting Old Road Venture did not default under the Sale Agreement and giving Papanicolaou an opportunity to revoke his termination notice. When Papanicolaou elected to terminate the Sale Agreement, Old Road Venture notified him that he was in default under section 11.1.
PROCEEDINGS IN THE TRIAL COURT
In November 2008, Papanicolaou and Urban Home filed a complaint against Old Road Venture, alleging it breached the Sale Agreement by failing to (1) substantially complete the building by December 1, 2007; (2) substantially complete the building within the 10-day cure period following Papanicolaou's notice of default; (3) terminate the Sale Agreement; and (4) refund the $300,000 deposit. Papanicolau asserted causes of action for breach of contract and rescission, and Urban Home asserted a cause of action for promissory estoppel.
Old Road Venture filed a separate complaint against Papanicolaou for breach of contract and alleged Papanicolaou breached the Sale Agreement by giving written notice of termination without cause and thereafter refusing to perform and close escrow. As damages, Old Road Venture alleged it was entitled to keep Papanicolaou's $300,000 escrow deposit.
Before trial, Old Road Venture moved to bifurcate issues of law and equity from issues of fact. Papanicolaou opposed the motion. The trial court granted the motion and ordered the issues of law relating to interpretation of the Sale Agreement and Urban Home's promissory estoppel cause of action to be bifurcated and tried first.
After the first phase of the bifurcated trial, the trial court found Old Road Venture was entitled to keep Papanicolaou's deposit under the Sale Agreement and Papanicolaou and Urban Home were not entitled to relief. The trial court issued a statement of decision incorporating by reference a transcript of the court's oral explanation for its decision. In the statement of decision, the court concluded section 7.2 of the Sale Agreement prevailed over section 11.2. Judgment resolving all claims in both complaints was entered.
DISCUSSION
I.
Interpretation of the Sale Agreement
A. Standard of Review
"The ultimate construction placed on the contract might call for different standards of review. When no extrinsic evidence is introduced, or when the competent extrinsic evidence is not in conflict, the appellate court independently construes the contract. [Citations.]" (Founding Members of the Newport Beach Country Club v. Newport Beach Country Club, Inc. (2003) 109 Cal.App.4th 944, 955-956 (Founding Members).) In this case, the relevant extrinsic evidence is not in dispute. We therefore independently construe the Sale Agreement.
B. General Versus Specific Contract Terms
Papanicolaou and Urban Home argue Old Road Venture's breach of the Substantial Completion Covenant of section 7.2 of the Sale Agreement triggered their remedies for the seller's default under section 11.2, which included the right both to terminate the Sale Agreement and to receive a refund of the deposit.
Old Road Venture argues the exclusive remedy for breach of the Substantial Completion Covenant was per diem liquidated damages pursuant to section 7.2 credited to Papanicolaou at closing. In addition, Old Road Venture argues, Papanicolaou's election to terminate the Sale Agreement constituted a default permitting Old Road Venture to retain the $300,000 deposit pursuant to section 11.1.
"The basic goal of contract interpretation is to give effect to the parties' mutual intent at the time of contracting. [Citations.] When a contract is reduced to writing, the parties' intention is determined from the writing alone, if possible. [Citation.] 'The words of a contract are to be understood in their ordinary and popular sense.'" (Founding Members, supra, 109 Cal.App.4th at p. 955.) Civil Code section 1638 states, "[t]he language of a contract is to govern its interpretation, if the language is clear and explicit, and does not involve an absurdity."
Section 7.2 of the Sale Agreement stated, in all capitalized letters: "Buyer and Seller wish to avoid the cost and lengthy delays which would result if Buyer filed a lawsuit to collect its damages for a breach of the Substantial Completion Covenant. Therefore, if Seller breaches the Substantial Completion Covenant, upon the closing Seller shall pay Buyer as liquidated damages the per diem sum for each day after the deadline until the Substantial Completion Covenant is performed: $1,000 per day for the first ten (10) days of delay; $2,000 per day for per day for [sic] the next twenty (20) days; $2,500 per day for the next forty (40) days of delay; and $0 per day thereafter. Such sum shall be deemed to constitute a reasonable estimate of Buyer's damages under the provisions of section 1671 of the California Civil Code, and Buyer's sole and exclusive remedy in the event of Seller[']s breach of the Substantial Completion Covenant and Buyer shall have no right to an action for additional damages or for specific performance of the Substantial Completion Covenant." (Some capitalization omitted.) Old Road Venture defaulted under the Substantial Completion Covenant, and therefore, under the terms of section 7.2, Papanicolaou's remedy was limited to per diem liquidated damages credited upon closing. There is no dispute that closing did not occur.
Section 11.2 of the Sale Agreement, on which Papanicolaou and Urban Home rely, was titled "Seller Default" and permitted the buyer to terminate the Sale Agreement and receive a refund of the deposit "[i]f Seller defaults under any of the terms of this Agreement prior to Closing and if such default is not cured within ten (10) days after receipt by Seller of written notice from Buyer." (Italics added.) Old Road Venture's failure to perform the Substantial Completion Covenant would constitute a default of a term of the Sale Agreement under section 11.2.
Which section, 7.2 or 11.2, prescribed Papanicolaou's remedy for Old Road Venture's breach of the Substantial Completion Covenant?
"Under well-established principles of contract interpretation, when a general and a particular provision are inconsistent, the particular and specific provision is paramount to the general provision." (Kashmiri v. Regents of University of California (2007) 156 Cal.App.4th 809, 834.) "[A] specific provision relating to a particular subject will govern in respect to that subject, as against a general provision, even though the latter, standing alone, would be broad enough to include the subject to which the more specific provision relates." (General Ins. Co. v. Truck Ins. Exch. (1966) 242 Cal.App.2d 419, 426.)
Here, section 7.2 of the Sale Agreement was the provision relating specifically to the subject of breach of the Substantial Completion Covenant, while section 11.2 was the provision relating generally to the subject of the seller's breach of any covenant. Because sections 7.2 and 11.2 provided inconsistent remedies, section 7.2, the specific provision, governs over section 11.2, the general provision. (Kashmiri v. Regents of University of California, supra, 156 Cal.App.4th at p. 834.) Thus, pursuant to section 7.2, Papanicolaou's remedy for breach of the Substantial Completion Covenant was limited to per diem liquidated damages credited to him at closing.
In addition, contract provisions are interpreted "to give effect to every part." (Civ. Code, § 1641.) If section 11.2 of the Sale Agreement provided the remedy for the seller's breach of the Substantial Completion Covenant, then section 7.2, which concerned only the breach of the Substantial Completion Covenant, would have no purpose or effect.
C. Papanicolaou and Urban Home's Other Contract
Interpretation Arguments
Papanicolaou and Urban Home argue Papanicolaou had the right to terminate the Sale Agreement under section 5.7.1, which provided, in relevant part, "[u]pon failure of a Section 5.7 condition, Buyer may terminate this Agreement" and "[i]f Buyer timely terminates this Agreement pursuant to this Section, Buyer shall be entitled to a return of the Deposit." Section 5.7 of the Sale Agreement, titled "Buyer Closing Conditions," stated, in relevant part under section 5.7(a), that "[a]s a Buyer Closing condition, Seller shall not be in material default of any Seller pre-Closing covenant." The Sale Agreement defined "Closing" as "the consummation of the purchase of the Property in accordance with the terms of this Agreement" and defined "Closing Date" as the later of (1) 30 days after "Substantial Completion," (2) 21 business days after subdivision of the land into legal parcels, or (3) 21 business days after receipt of a conditional or final certificate of occupancy. Closing never occurred because Papanicolaou terminated the Sale Agreement before the closing date. Thus, section 5.7.1 did not permit him to terminate the Sale Agreement.
Papanicolaou and Urban Home argue section 7.2 of the Sale Agreement became effective only on the occurrence of two conditions precedent: (1) Old Road Venture breached the Substantial Completion Covenant, and (2) closing of the sale transaction occurred. Because the second condition, closing of the sale transaction, never occurred, Papanicolaou and Urban Home argue section 7.2 never came into effect and section 11.2 provided the remedy for the seller's breach of the Substantial Completion Covenant. We disagree with that interpretation.
Papanicolaou and Urban Home's interpretation is based on the part of section 7.2 of the Sale Agreement, stating: "[I]f Seller breaches the Substantial Completion Covenant, upon the closing Seller shall pay Buyer as liquidated damages." (Some capitalization omitted.) A condition precedent is a fact, the happening or nonhappening of which creates a duty on the part of the promisor. (Civ. Code, § 1436; Platt Pacific, Inc. v. Andelson (1993) 6 Cal.4th 307, 313.) There was only one condition to section 7.2 becoming effective—the seller breached the Substantial Completion Covenant ("[I]f Seller breaches" (some capitalization omitted)). Section 7.2 then described the remedy available if that condition occurred ("upon the closing Seller shall pay Buyer" (some capitalization omitted)). The phrase "upon the closing" described the point in time when Papanicolaou may recover liquidated damages.
Papanicolaou and Urban Home's interpretation is inconsistent with other parts of section 7.2 of the Sale Agreement, which made clear the only condition to its effectiveness and applicability was the seller's breach of the Substantial Completion Covenant. Section 7.2 stated the per diem liquidated damages credited at closing was "Buyer's sole and exclusive remedy in the event of Seller[']s breach of the Substantial Completion Covenant." (Italics added, some capitalization omitted.) The introduction to the liquidated damages provision in section 7.2 stated: "If Seller fails to reach Substantial Completion thereof by the Deadline, Seller shall credit to Buyer liquidated damages at close of Escrow as set forth below[.]" (Italics added.)
The Sale Agreement did not leave Papanicolaou without a remedy if substantial completion and closing never occurred. Section 7.2 included the Diligent Prosecution Covenant, which required Old Road Venture to "diligently prosecute construction of the work." If Old Road Venture failed to diligently prosecute construction of the Property, then Papanicolaou could seek remedies for breach of the Substantial Completion Covenant under section 11.2. Papanicolaou did not, however, seek recovery for breach of the Diligent Prosecution Covenant.
D. Extrinsic Evidence
Papanicolaou and Urban Home argue the trial court improperly considered extrinsic evidence to interpret the meaning of the Sale Agreement because it is an integrated writing. Papanicolaou and Urban Home confuse extrinsic evidence used to aid in the interpretation of contract terms with parol evidence of a term not included in the writing. (Founding Members, supra, 109 Cal.App.4th at pp. 953-954.) The extrinsic evidence offered at trial supports our conclusion that section 7.2 of the Sale Agreement provides the exclusive remedy for Old Road Venture's breach of the Substantial Completion Covenant.
A court may consider extrinsic evidence if it proves "a meaning to which the contract is reasonably susceptible. [Citations.] If the trial court decides, after receiving the extrinsic evidence, the language of the contract is reasonably susceptible to the interpretation urged, the evidence is admitted to aid in interpreting the contract. [Citations.]" (Founding Members, supra, 109 Cal.App.4th at p. 955.)
Old Road Venture's counsel, Milburn Matthews, testified at trial about the contract negotiations leading to the Sale Agreement. He testified that during the negotiations, Papanicolaou expressed a desire for an outside completion date in the contract with an option to terminate and a refund of his deposit should the Property not be completed by that date. Matthews testified he communicated to Papanicolaou Old Road Venture's rejection of an outside completion date with a right to terminate. Instead, Old Road Venture offered per diem liquidated damages of up to $150,000 to be credited against the purchase price, as reflected in section 7.2 of the Sale Agreement.
Matthews's testimony was uncontroverted and susceptible to the interpretation that the parties intended to limit Papanicolaou's recovery to the per diem liquidated damages specified in section 7.2 of the Sale Agreement. Matthews's testimony supports the trial court's and our interpretation of the Sale Agreement by confirming Old Road Venture rejected the very damages Papanicolaou asserts he can recover for Old Road Venture's breach of the Substantial Completion Covenant.
II.
Scope of Bifurcation Order
The trial court granted Old Road Venture's motion to bifurcate issues of law relating to interpretation of the Sale Agreement and Urban Home's promissory estoppel cause of action. Papanicolaou and Urban Home argue the trial court exceeded the scope of the bifurcation order by resolving factual issues for which he had a right to a jury trial.
"Juries are not prohibited from interpreting contracts. Interpretation of a written instrument becomes solely a judicial function only when it is based on the words of the instrument alone, when there is no conflict in the extrinsic evidence, or when a determination was made based on incompetent evidence. [Citations.] But when . . . ascertaining the intent of the parties at the time the contract was executed depends on the credibility of extrinsic evidence, that credibility determination and the interpretation of the contract are questions of fact that may properly be resolved by the jury [citation]." (City of Hope National Medical Center v. Genentech, Inc. (2008) 43 Cal.4th 375, 395, fn. omitted.)
In this case, interpretation of the Sale Agreement was solely a judicial function because interpretation was based on the agreement's words and extrinsic evidence that was not in conflict. The trial court correctly interpreted the Sale Agreement as limiting Papanicolaou's remedy for breach of the Substantial Completion Covenant to the liquidated damages set forth in all capitalized letters in section 7.2.
Papanicolaou and Urban Home argue the trial court deprived Papanicolaou of his right to trial by jury by rendering judgment in Old Road Venture's favor after the first part of the bifurcated trial. As Papanicolaou and Urban Home argue, the breach of contract causes of action, in addition to the issue of contract interpretation, raised issues of the existence of a contract, performance or excuse, breach, and damages. In its complaint, Old Road Venture alleged Papanicolaou breached the Sale Agreement by giving written notice of termination without cause and thereafter refusing to perform and close escrow. As damages, Old Road Venture alleged it was entitled to keep Papanicolaou's escrow deposit of $300,000. Papanicolaou and Urban Home alleged Old Road Venture breached the Sale Agreement by (1) failing to substantially complete the building by December 1, 2007; (2) failing to substantially complete the building within the 10-day cure period following Papanicolaou's notice of default; (3) failing to terminate the Sale Agreement; and (4) refusing to refund the deposit.
Although testimony was presented at trial, the parties stipulated to virtually all of the facts necessary to resolve the breach of contract causes of action once the trial court interpreted the Sale Agreement. The parties stipulated they entered into the Sale Agreement, Papanicolaou deposited $300,000 into escrow, and the deposit with accrued interest is being held by the escrow holder. The parties stipulated the building was not substantially completed by December 1, 2007 (the substantial completion date), the substantial completion date was not extended for force majeure under section 13.11, Papanicolaou provided written notice to Old Road Venture of its default for failure to substantially complete the building by December 1, 2007, and substantial completion did not occur within the 10-day cure period. The parties stipulated (1) neither the closing date had passed nor closing under section 1 of the Sale Agreement had occurred and (2) Old Road Venture provided written notice pursuant to section 11.1 of the Sale Agreement of Papanicolaou's alleged default.
In addition, the trial court received in evidence two exhibits establishing that Papanicolaou attempted to terminate the Sale Agreement. The court received in evidence as exhibit No. 223 a letter from Papanicolaou's attorney, dated October 3, 2008, providing Old Road Venture notice of its purported default. That letter states that if Old Road Venture did not substantially complete the building within the 10-day cure period, then "Mr. Papanicolaou hereby elects termination of the purchase agreement and demands the refund of his $300,000 deposit currently being held in escrow." The trial court also received in evidence as exhibit No. 228 a letter from Papanicolaou's attorney, dated October 14, 2008, stating, "[b]ased on the uncured breach of the agreement, my client now hereby elects to terminate the agreement and demands that his deposit be returned." These letters were not controverted.
Under section 7.2 of the Sale Agreement, Papanicolaou could not as a matter of law terminate the Sale Agreement for breach of the Substantial Completion Covenant. He did not allege Old Road Venture breached any other covenant in the Sale Agreement. Papanicolaou's only remedy for breach of the Substantial Completion Covenant was per diem liquidated damages to be paid upon closing which, the parties stipulated, had not occurred. It was uncontroverted that Papanicolaou attempted to terminate the Sale Agreement. Thus, based on the Sale Agreement and the stipulated or uncontroverted facts, Old Road Venture owed Papanicolaou no damages and was permitted to keep the $300,000 deposit. There were no relevant factual issues for a jury to decide. Indeed, Papanicolaou and Urban Home concede in their opening brief on appeal, "the relevant underlying facts are not in dispute."
Urban Home was not entitled to a jury trial on its cause of action for promissory estoppel because it is an equitable doctrine. (C & K Engineering Contractors v. Amber Steel Co. (1978) 23 Cal.3d 1, 5.)
III.
Statement of Decision
Papanicolaou and Urban Home argue the judgment must be reversed because the statement of decision did not address the material issues in dispute. They submitted a request for a statement of decision listing some 45 "controverted issues" for the trial court to resolve. The trial court did not specifically address those issues but instead issued a statement of decision incorporating by reference a transcript of the court's oral explanation for its decision.
Code of Civil Procedure section 632 requires the trial court to issue a statement of decision "upon the trial of a question of fact" when timely requested by a party. "But if there is no factual dispute, there is nothing to inform the appellate court about except the law and on questions of law the reviewing court must decipher the law for itself." (Enterprise Ins. Co. v. Mulleague (1987) 196 Cal.App.3d 528, 540.) The trial court in this case interpreted the Sale Agreement as a legal matter based on its language and extrinsic evidence that was not in conflict. Once the trial court interpreted the Sale Agreement based on the evidence we have described, the breach of contract causes of action could be resolved as a matter of law based on the parties' stipulation of facts. Resolution of the breach of contract causes of action did not involve the trial of a question of fact; therefore, the trial court was not required to issue a statement of decision.
Nonetheless, the trial court did issue a statement of decision explaining the basis for its decision on the breach of contract and promissory estoppel causes of action.A statement of decision is sufficient if it "fairly discloses the determinations as to the ultimate facts and material issues in the case." (Central Valley General Hospital v. Smith (2008) 162 Cal.App.4th 501, 513; Golden Eagle Ins. Co. v. Foremost Ins. Co. (1993) 20 Cal.App.4th 1372, 1380.) The statement of decision in this case did just that; the trial court was not required to address irrelevant or evidentiary issues, or respond point by point to every issue listed in Papanicolaou and Urban Home's request for a statement of decision. (Muzquiz v. City of Emeryville (2000) 79 Cal.App.4th 1106, 1126.)
The statement of decision's form is of questionable validity because it incorporates as an exhibit the transcript of the court's oral explanation for its decision. (See Whittington v. McKinney (1991) 234 Cal.App.3d 123, 126-129 [trial court failed to comply with statutory requirements by deeming its oral statements throughout trial, when transcribed, to constitute statement of decision].) Papanicolaou and Urban Home waived any objection to the statement of decision's form by not objecting when the court directed Old Road Venture's counsel to prepare a statement of decision with a copy of the transcript attached and incorporated by reference. (Id. at p. 130.)
DISPOSITION
The judgment is affirmed. Respondent shall recover costs incurred on appeal.
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FYBEL, J.
WE CONCUR:
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BEDSWORTH, ACTING P. J.
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IKOLA, J.