Opinion
NOT TO BE PUBLISHED
APPEAL from a judgment of the Superior Court of Los Angeles County No. VC049841, Raul A. Sahagun, Judge.
Law Offices of William B. Hanley, William B. Hanley; Gerald N. Shelley for Plaintiff and Appellant.
Richard Hamlin Attorneys, Richard F. Hamlin for Defendant and Respondent.
Armstrong, J.
In August of 1991, appellant Anne Ricker and her late husband entered into two leases with Patrick Media Group, which later merged with respondent Clear Channel Outdoors ("CCO"). The leases allowed respondent to maintain billboards on the leased properties. In 2007, Ricker sued for a declaration that the terms of the leases were unconscionable. (Civ. Code, § 1670.5, subd. (a).) CCO cross-complained for quiet title. On CCO's motion for summary judgment, the trial court found no unconscionability, and entered judgment for CCO. We affirm.
Ricker also sued for trespass and an injunction. Judgment was entered on all causes of action, but on appeal, she challenges only the ruling on the declaratory relief cause of action.
Ricker contends that the motion did not address the cross-complaint, and that the court thus erred in entering judgment on the cross-complaint. She is incorrect. The summary judgment motion plainly addressed both the complaint and the cross-complaint.
The applicable law is well established: Unconscionability is a question of law. (Aron v. U-Haul Co. of California (2006) 143 Cal.App.4th 796, 808.) The doctrine has both a procedural and a substantive element, both of which must be present for the plaintiff to prevail. (Armendariz v. Foundation Health Psychcare Services, Inc. (2000) 24 Cal.4th 83, 114.) The procedural element focuses on oppression or surprise due to unequal bargaining power, and the substantive element focuses on overly harsh or unfairly one-sided results. The procedural element generally takes the form of a contract of adhesion, that is, a contract imposed and drafted by the party of superior bargaining strength, which leaves the other party with only two choices, to adhere to the contract or reject it. (Discover Bank v. Superior Court (2005) 36 Cal.4th 148, 160.)
Here, the trial court found, inter alia, no triable issue of fact on the procedural element, finding "There was no inequality in the bargaining power of the parties. Plaintiff and her husband, as business owners, made a decision to enter into commercial leases to rent a portion of their property. Additionally, the leases themselves show that negotiation took place between the parties since the leases were modified to provide for rent increases in years six and eleven. Furthermore, the lease is a one page document of eleven paragraphs; the bargaining terms were not hidden in a 'prolix printed form.'" After de novo review (Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 849-855) we find the trial court's reasoning flawless and the results correct.
The phrase concerning prolix printed forms is found in cases such as A & M Produce Co. v. FMC Corp. (1982) 135 Cal.App.3d 473, 486.
At summary judgment, CCO proffered the following facts, which were undisputed: The billboards were erected in 1970 by a firm called Foster & Kleiser, pursuant to leases with Ricker and her husband. (The Rickers had a car dealership and it appears that the leased properties were on, or adjacent to, the dealership.) It took Foster & Kleiser two years to persuade the Rickers to enter into the leases.
In April 1980, Ricker sent Foster & Kleiser a letter terminating the leases, referencing an earlier telephone call to that effect. In July of 1991, Ricker wrote to Patrick Media Group, which was then operating the billboards, asserting that the lease with Foster & Kleiser had expired, that "we have no lease with your corporation," and that "It is necessary that you contact us for negotiations of the rental of the two display signs. The amount of your monthly payment is insufficient -- completely out of line compared to todays market and other display signs." The letter is on Ricker Motors letterhead. (No facts address the years between 1980 and 1991.)
On August 5, 1991, Patrick Media Group sent Ricker a draft of new leases. The parties exchanged correspondence and phone calls concerning the leases, and on August 5, 1991, Ricker and her husband signed new leases. The lease term is 15 years, with an automatic renewal unless a party gives notice of nonrenewal within a specified time. The leases provide for rent of $875 a month for the first five years, with an increase for years 6 through 10, and another increase for years 11 through 15.
CCO began operating the billboards in 1995, and in 2001, Patrick Media Group merged into CCO, with CCO as the surviving corporation.
In March of 2000, the Rickers hired a property manager to manage their real estate.
At some point in 2007, Ricker entered into an agreement to sell the real property which includes the leased properties. The price is $2.3 million and the contract provides that Ricker will facilitate removal of the billboards, and that the price will be reduced by $300,000 if the leases are not terminated within two years, but increased by $150,000 if the leases are terminated.
In addition to the undisputed facts recited above, Ricker proposed as undisputed that she was born in 1914, that the leases were prepared and sent to her by Patrick Media, that she did not negotiate any terms of the lease, and that she did not read the leases before she signed them. Her husband, who died in 2004, asked her to sign the leases, and she did. Ricker bases her argument concerning the procedural element of unconscionability on these proposed facts. She contends that the leases are "pre-printed" forms prepared by CCO or its predecessors, that the Rickers did not negotiate the terms, and that she signed the agreements without reading them, at her husband's request.
We see nothing in these facts which could, even if proved, show unequal bargaining power, oppression, or surprise. When the leases were signed, Ricker and her husband were in business, and these leases were part of their business. They were obviously capable of negotiating leases, because they had negotiated similar leases in the past. Nothing in these facts indicates that Patrick Media had superior bargaining power. Certainly, nothing indicates oppression.
The leases do appear to be on Patrick Media forms, but that alone does not create a triable issue of fact on unconscionability. Further, as the trial court noted, the provisions concerning rent increases are typed in, and are initialed, evidencing negotiation. Ricker declared that she did not negotiate the terms, but as CCO argues, that says nothing about negotiation by her husband, which would have been, as a practical matter, on her behalf.
"'Surprise' involves the extent to which the supposedly agreed-upon terms of the bargain are hidden in a prolix printed form drafted by the party seeking to enforce the disputed terms." (A & M Produce Co. v. FMC Corp., supra, 135 Cal.App.3d at p. 486.) There could have been no surprise here. The leases are a single page, and no term is hidden.
Having determined that there is no triable issue on procedural unconscionability, we need not consider the parties' arguments on substantive unconscionability.
Ricker also contends that the trial court erred when it denied her request for a continuance for further discovery. She argues that the continuance was necessary so that she could obtain further information on CCO's income and expenses connected with the leases and on the rates CCO now pays elsewhere on similar leases. This evidence is, at best, relevant to substantive unconscionability. Ricker could not have prevailed at summary judgment even if she had had the evidence, because there is no triable issue on the other element of unconscionability. Any error was thus harmless.
Disposition
The judgment is affirmed. Respondent to recover costs on appeal.
We concur: TURNER, P. J., MOSK, J.