Opinion
NOT TO BE PUBLISHED
Appeals from a judgment of the Superior Court of Orange County, No. 07CC10756 Jamoa A. Moberly, Judge.
Law Offices of William B. Hanley and William B. Hanley for Cross-complainants, Cross-defendants and Appellants and for Cross-complainants, Cross-defendants and Respondents, Sandwood Enterprises, Inc., Rick Tankersley, Traci Stewart, and Jason Vos.
Jerome D. Stark, P.C., and Jerome D. Stark for Cross-defendants, Cross-complainants and Respondents and for Cross-defendants, Cross-complainants and Appellants, Wayne Martin Vos and Susan Vos.
Michael E. Vaughn for Cross-complainant, Cross-defendant and Respondent, Wayne K. Vos.
OPINION
O’LEARY, J.
Wayne Martin Vos and Susan Vos appeal from a judgment after the trial court ruled in favor of Sandwood Enterprises, Inc., and Wayne K. Vos on their cross-complaint against Vos Industries, Inc., Wayne Martin Vos, and Susan Vos arising from a bitter dispute over a family business. The court also entered judgment in favor of Sandwood Enterprises, Inc., Wayne K. Vos, Richard L. Tankersley, Traci Stewart, and Jason Vos on Vos Industries, Wayne Martin Vos, and Susan Vos’s complaint and cross-complaint.
We consolidated case Nos. G042239 and G042426 for purposes of appeal.
After a bench trial, the trial court made numerous findings concerning ownership of the business, real property, and equipment, debt obligations, use of trade names, and pension benefits. The issues before us, however, are limited. Wayne Martin Vos and Susan Vos argue the trial court erroneously concluded: (1) Sandwood Enterprises, Inc., and Wayne K. Vos owned certain personal property/equipment; and (2) Wayne Martin Vos is personally liable for Wayne K. Vos’s pension. On their cross-appeal, Sandwood Enterprises, Inc., Richard L. Tankersley, Traci Stewart, and Jason Vos argue the court erroneously concluded Wayne Martin Vos and Susan Vos own real property in Perris, California.
As we explain below, we find the trial court properly concluded Sandwood Enterprises, Inc., owns the disputed personal property/equipment. However, we also conclude the court erroneously concluded: (1) Wayne Martin Vos was personally liable for Wayne K. Vos’s pension; and (2) Wayne Martin Vos and Susan Vos own the real property in Perris, California.
Appellate counsel have provided few citations to the record, and many of those citations are inaccurate. We remind appellate counsel that a brief must include a citation to the volume and page number of the record to support any reference to a matter in the record. (Spangle v. Farmers Ins. Exchange (2008) 166 Cal.App.4th 560, 564, fn. 3.)
This case essentially boils down to this: father accuses son of stealing from his company through a related company and father fires him; son accuses father and siblings of stealing from his independent company after his father fires him. We now provide those facts that are relevant to the limited issues on appeal.
Wayne K. Vos (Wayne), created Sandwood Enterprises, Inc., dba Orange County Sandbagger (Sandwood) in 1978. In approximately 1986, Wayne turned management of Sandwood over to his son, Wayne Martin Vos (Marty). Sandwood originally sold sandbags and firewood but eventually provided erosion control and rock crushing services. In 1996, Wayne offered Marty an ownership interest in Sandwood. Wayne informed Marty he would acquire a 20 percent ownership interest in the company and he would be president and secretary. Marty had to purchase life insurance for Wayne, the proceeds to be used to buy out Marty’s siblings in the event of Wayne’s death. Wayne stated he instituted a pension program, and upon his retirement, Sandwood would pay Wayne $2,600 a month. In 2001, Wayne’s other son, Jason Vos (Jason), began working for Sandwood in sales.
In 2003, Marty formed Vos Industries, Inc., dba Orange County Sandbagger Materials (Vos Industries), to help decrease Sandwood’s insurance costs. Wayne owned 50 percent of the company and Marty’s wife, Susan M. Vos (Susan), owned 50 percent of the company. Marty capitalized Vos Industries with a transfer of funds from Sandwood. Vos Industries began performing Sandwood’s non-contracting functions.
There was also evidence Wayne transferred a similar interest in another company to his step-son, Richard L. Tankersley (Rick).
In July 2006, Vos Industries purchased rock crushing equipment, some of it financed by Sandwood, and began rock crushing in Corona, California. Sandwood and Vos Industries essentially operated as one company.
Sandwood’s lease for its Orange property was about to expire and its lease payment was likely to increase substantially. In January 2007, Marty purchased real property in Perris, California, in case Sandwood had to move. Marty eventually negotiated a new lease for Sandwood’s existing location in Orange.
In February 2007, Marty received an offer to sell Sandwood, excluding the rock crushing operation, but the sale never materialized. Around the same time, Wayne learned Marty was not paying Jason his sales commissions and Wayne became suspicious Marty was mismanaging Sandwood, i.e., improperly transferring money and property to Vos Industries, and he asked his attorney to investigate. Because of his concerns and Marty’s failure to cooperate with the attorney, Wayne decided to relieve Marty of all his duties at Sandwood. Wayne published a notice of a directors/shareholders meeting. Before the meeting, Marty closed Sandwood’s post office box and had all mail forwarded to Vos Industries’ new location in Perris, California.
On September 10, 2007, Wayne terminated Marty—Sandwood had $309 in the bank. The same day, Wayne appointed his daughter, Traci Lyn Stewart (Traci), treasurer and secretary of Sandwood. Wayne, Rick, and Traci were Sandwood directors.
One week later, Rick registered Orange County Sandbagger Materials in San Bernardino County as a dba for Sandwood, and he opened a bank account for the dba. He reopened Sandwood’s post office box, which resulted in all Vos Industries’ mail to be sent to Sandwood’s post office box. Rick and Traci began depositing checks made out to Orange County Sandbagger Materials into the Sandwood bank account. Wayne loaned Sandwood $100,000.
The following month, Vos Industries filed a complaint against Sandwood, Rick, and Traci alleging the following causes of action: conversion, constructive fraud, unjust enrichment, accounting, preliminary and permanent injunction, appointment of receiver, and constructive trust. The theory of its case was that after September 10, 2007, Sandwood, through Rick and Traci, improperly deposited funds into Sandwood’s bank account that were intended solely or partially for Vos Industries. It also complained Wayne, Rick, and/or Traci told employees and customers and potential employees and customers, Marty stole from Sandwood. Sandwood, Rick, and Traci answered the complaint.
Sandwood and Wayne filed a cross-complaint against Vos Industries, Marty, and Susan alleging the following causes of action: unfair competition—injunction and restitution, for damages for interference with economic advantage, declaratory and injunctive relief and restitution based on breaches of fiduciary duty, damages for breach of fiduciary duty, injunctive relief and damages for elder abuse, constructive trust, quiet title, and appointment of provisional director. The theory of their case was Marty improperly operated Vos Industries as a company separate and apart from Sandwood, and not as a related company. They complained Marty misrepresented who owned Vos Industries, stole equipment, collected money owed to Sandwood, charged expenses to Sandwood, transferred Sandwood telephone numbers to Vos Industries, failed to pay Sandwood expenses, and misappropriated Sandwood’s dba. Marty, Susan, and Vos Industries separately answered the cross-complaint.
Marty and Susan also filed a cross-complaint against Wayne, individually and as trustee of his trust, Sandwood, Rick, Traci, and Jason for the following causes of action: breach of fiduciary duty against Wayne individually and as trustee of his trust; wrongful termination—breach of implied contract of continued employment against Sandwood; breach of the covenant of good faith and fair dealing against Sandwood; breach of fiduciary duty against Rick, Traci, and Jason; and declaratory relief against Wayne individually and as trustee of his trust. Sandwood, Rick, Traci, and Jason demurred to Marty and Susan’s cross-complaint, and Wayne answered. The trial court sustained Sandwood, Rick, Traci, and Jason’s demurrer as to the second, third, and fourth causes of action with leave to amend.
Marty and Susan filed a first amended cross-complaint alleging in addition to the causes of action in their first cross-complaint, civil conspiracy against Wayne individually and as trustee of his trust, Rick, Traci, and Jason. Wayne answered Marty and Susan’s first amended cross-complaint. Sandwood, Rick, Traci, and Jason demurred to Marty and Susan’s first amended cross-complaint. Marty opposed the demurrer. Sandwood, Rick, Traci, and Jason replied. After the trial court overruled Sandwood, Rick, Traci, and Jason’s demurrer, they answered. In addition to the significant pleading submissions, the parties filed substantial pretrial motions concerning various issues we need not detail here.
A bench trial lasted seven days during March and April 2009. All the key players testified.
After trial, the court granted Sandwood, Rick, Traci, and Jason the opportunity to file a first amended cross-complaint to conform to proof, which revised only the eighth cause of action to include an action for declaratory relief and injunction. The eighth cause of action included a list of findings Sandwood requested the trial court make including that personal property/equipment listed in exhibit No. 163 and the Perris property be placed in constructive trust for the benefit of Sandwood. Vos Industries, Marty, and Susan objected.
On May 8, 2009, the trial court issued its tentative decision. The court concluded there was evidence Marty shifted assets and income from Sandwood to Vos Industries, and he used Sandwood as a borrower to purchase rock crushing equipment for Vos Industries, but he stopped making payments on the equipment. The court also found Marty held unauthorized board meetings (he was the only director present) where he tried to separate Vos Industries from Sandwood. The court concluded Wayne had good cause to terminate Marty. The court explained that Marty had not paid Wayne his pension for seven months but that while Wayne was over 70 years old, he was not a dependent adult. Finally, the court found Marty and Susan purchased the Perris property, and there was no credible evidence Sandwood or Vos Industries made any payments for the purchase of that property.
The court ruled in favor of the defendants on Vos Industries’ complaint against Sandwood, Rick, and Traci. With respect to Marty and Susan’s cross-complaint against Wayne, individually and as trustee of his trust, Sandwood, Rick, Traci, and Jason, the court again found in favor of defendants. As to Sandwood, Rick, Traci, and Jason’s cross-complaint, the court found in favor of Sandwood and Wayne as follows: (1) Wayne is the sole owner of Sandwood; (2) Wayne is the sole owner of Vos Industries; (3) Sandwood owns the disputed cellular telephone number and post office box, and Marty and Susan are prohibited from using “Orange County Sandbagger” or any derivation thereof; (5) Marty and Susan were responsible for any money owing to GE Capital as a result of the rock crushing operation, and Marty shall indemnify and hold harmless Sandwood; (6) Marty was responsible for any and all fines and penalties owing the Air Quality Management District as a result of the rock crushing operation, and Marty shall indemnify and hold harmless Sandwood; (7) a constructive trust was imposed for the benefit of Sandwood on specified equipment, including equipment identified in exhibit No. 163, and Marty and Susan must transfer ownership of and deliver the equipment to Sandwood; (8) Vos Industries is dissolved; (9) Vos Industries’ debt owed to Marty for the Perris property or equipment lease/rent is void; (10) Marty must assist in preparation of Sandwood tax returns for 2007 and 2008; Marty must deliver all Sandwood business and financial records; and (11) although Marty and Susan were not guilty of elder abuse, Marty must pay Wayne $18,200 in pension benefits from March 2007 to September 2007. These findings encompassed virtually everything Sandwood sought in its first amended cross-complaint.
Marty and Susan objected to the proposed statement of decision. Sandwood, Rick, Traci, and Jason responded, and filed a request for the court to sign a proposed judgment. Marty and Susan objected to the request for the court to sign the proposed judgment, and the request to enter judgment.
On June 18, 2009, the trial court entered judgment, noting it had previously issued a tentative statement of decision, and none of the parties thereafter requested a statement of decision. The court granted Sandwood, Rick, Traci, and Jason’s request to file a first amended cross-complaint to conform to proof, with the exception of three paragraphs, including one that requested the court find the Perris property was a “corporate opportunity of Sandwood, ” and order a constructive trust be imposed on that property and that the property be transferred to Sandwood. The court’s judgment was in accordance with its tentative statement of decision. In addition, the court concluded Marty and Susan are the sole owners of the Perris property, and it “was not a corporate opportunity” of Sandwood.
On June 23, 2009, notice of entry of judgment was filed. Marty and Susan appealed, and Sandwood, Rick, Traci, and Jason cross-appealed.
DISCUSSION
Although the litigation concerned numerous issues, the parties raise just three on appeal: (1) ownership of equipment listed in exhibit No. 163; (2) whether Marty and Susan are personally liable for Wayne’s pension benefits; and (3) ownership of the Perris property. We will address each in turn.
I. Appeal
A. Equipment-Exhibit No. 163
Relying on Evidence Code section 662, Marty and Susan argue the trial court erroneously concluded Sandwood owns the personal property/equipment listed in exhibit No. 163. Sandwood, Rick, Traci, and Jason respond the applicability of Evidence Code section 662 was not raised below and cannot be raised for the first time on appeal, and sufficient evidence supports the trial court’s judgment. Marty and Susan concede they did not raise the applicability of Evidence Code section 662 at trial, but assert it “should not be a surprise[]” that they do so now. None of their contentions has merit.
Based on Marty and Susan’s concession and our review of the record, the applicability of Evidence Code section 662 was not raised at trial. “New theories of defense, just like new theories of liability, may not be asserted for the first time on appeal. [Citation.]” (Bardis v. Oates (2004) 119 Cal.App.4th 1, 13-14, fn. 6.)
Additionally, Marty and Susan’s reliance on Evidence Code section 662 is misplaced. That section provides: “The owner of the legal title to property is presumed to be the owner of the full beneficial title. This presumption may be rebutted only by clear and convincing proof.” Evidence Code section 662 applies “when there is no dispute as to where legal title resides but there is question as to where all or part of the beneficial title should rest.” (Murray v. Murray (1994) 26 Cal.App.4th 1062, 1067.) Here, there was a dispute as to where legal title resides.
Before we discuss the issue of whether sufficient evidence supports the trial court’s judgment Sandwood owned the personal property/equipment listed in exhibit No. 163, we must address Marty and Susan’s related claim the doctrine of implied findings is inapplicable. Marty and Susan objected to the trial court’s tentative decision. But their trial counsel conceded he did not request a statement of decision as required by Code of Civil Procedure section 632. Marty and Susan’s failure to request a statement of decision waives such a statement, and waiver of a statement of decision permits us to presume the trial court found all facts necessary to support the judgment. (In re Marriage of Jeffries (1991) 228 Cal.App.3d 548, 553, fn. 4.)
The personal property/equipment listed in exhibit No. 163 includes the following: 1. Telesmith Cone Crusher, 2. 1999 Volvo Transfer Truck, 3. 1990 Volvo Dump Truck, 4. 1997 Case Skip Loader, 5. Dynaweld Equipment Trailer, 6. Ford F150 Pickup Truck, 7. Sandbag Machine, 8. 1978 Ford Crane Truck, and 9. Miscellaneous Roll off Bins and Flatbeds.
Based on our review of exhibit No. 163, Marty and Susan offered no documentary evidence they personally held legal title to item No. 6, the Ford F150 Pickup Truck, or item No. 9, Miscellaneous Roll off Bins and Flatbeds. And, Marty testified Vos Industries purchased “trucks, flat-beds, role [sic] off, [and] track plates.”
Exhibit No. 163 includes what purports to be a copy of an invoice with Citibank processing covering the top of the invoice. The invoice however is for a Morgan Mobil Radial Stacker, which is not listed in exhibit No. 163, in the amount of $8,350, an amount not listed on the exhibit.
As to the other equipment listed in exhibit No. 163, the documentary evidence Marty and Susan submitted does not establish they had legal title to the equipment. With respect to item No. 1, at trial Marty testified “[he] never need[ed] [the Telesmith Cone Crusher][, ]” and it belonged to Vos Industries. Although there may have been other testimony supporting the conclusion Marty and Susan owned the cone crusher, Marty’s testimony was sufficient evidence for the trial court to conclude Vos Industries, and thus Sandwood owned the cone crusher.
Marty and Susan offered bank transaction receipts they claim establish they personally own item Nos. 2, 3, 4, 5, and 7. But these receipts do not establish Marty and Susan personally own that equipment where as we explain below more fully, Marty drained Sandwood of all its assets. To prove they owned item No. 8, they submitted a title certificate in the name of “Mike Burns, ” which needless to say does not establish their personal ownership. Marty and Susan produced insufficient documentary evidence they personally owned the disputed equipment.
Marty and Susan also rely on Marty’s testimony they used money from their savings account to purchase this equipment. But there was also testimony Marty transferred money from Sandwood to Vos Industries to capitalize Vos Industries and continued transferring money and equipment between the two companies up to the time he was terminated. Marty testified he moved approximately $1.7 million from Sandwood to Vos Industries from 2003 to 2007. He admitted there were no limitations on him moving money between the two companies, there were no limitations on borrowing from one company to pay the other, and there were no limitations on him personally borrowing money from either company. Additionally, what Marty had previously testified were equipment lease payments, were actually “reimbursement[s] for money [he] spent for equipment to operate Vos [Industries].” This was sufficient evidence for the trial court to conclude Sandwood owned the disputed personal property/equipment.
Finally, although Marty testified he used his and Susan’s savings to purchase the personal property/equipment, the trial court found that testimony unbelievable based on the vast sums of money Marty transferred from Sandwood to Vos Industries and that Wayne had cause to terminate Marty. Based on the entire record, there was sufficient evidence for the trial court to reasonably conclude Sandwood owned the equipment listed in exhibit No. 163.
B. Pension Benefits-Exhibit No. 2016
Marty contends the trial court erroneously concluded he was personally liable for Wayne’s pension because it is a corporate obligation. We agree.
Wayne’s fifth cause of action, elder abuse by Vos Industries, Marty, and Susan, stated Wayne relied on profits and retirement benefits from Sandwood. Wayne alleged they knew he was dependent on his retirement benefits and Marty’s reckless conduct deprived him of those benefits. The trial court concluded the evidence at trial did not establish Wayne was dependent on the pension benefits. (Welf. & Inst. Code, § 15610.30.) The court however ruled Marty was personally liable for Wayne’s pension benefits. The court did not provide any basis for its ruling.
Wayne does not allege the trial court erroneously ruled on his elder abuse cause of action. Instead, in just one short paragraph in his brief, without citing to any legal authority, Wayne claims Marty breached his fiduciary duty to the company, and this is sufficient to hold Marty personally liable for his pension benefits.
First, “Directors and officers are not personally liable on contracts signed by them for and on behalf of the corporation unless they purport to bind themselves individually.” (United States Liab. Ins. Co. v. Haidinger-Hayes, Inc. (1970) 1 Cal.3d 586, 595 (United States Liab).) Here, the deferred compensation agreement was entered into between Sandwood and Wayne. Wayne points to nothing in the agreement, and we found nothing, that establishes Marty purported to bind himself individually for the pension benefits.
Second, “It is without dispute that in California, corporate directors owe a fiduciary duty to the corporation and its shareholders and now as set out by statute, must serve ‘in good faith, in a manner such director believes to be in the best interests of the corporation and its shareholders.’ [Citation.] This duty—generally to act with honesty, loyalty, and good faith—derived from the common law. [Citations.]” (Berg & Berg Enterprises, LLC v. Boyle (2009) 178 Cal.App.4th 1020, 1037; Corp. Code, § 309, subd. (a).) However, directors and officers do not have fiduciary duties to each other. (United States Liab., supra, 1 Cal.3d at p. 595.) Marty may be personally liable to Sandwood for the unpaid pension but Sandwood did not proceed on that theory. Wayne proceeded against Marty, Susan, and Vos Industries for the pension benefits under an elder abuse theory. Thus, Marty is not personally liable to Wayne for Wayne’s unpaid pension benefits.
II. Cross-Appeal
Sandwood, Rick, Traci, and Jason argue the trial court erroneously concluded the Perris property belonged to Marty and Susan and it was not a Sandwood “corporate opportunity.” We agree.
“‘[T]he doctrine of corporate opportunity... prohibits one who occupies a fiduciary relationship to a corporation from acquiring, in opposition to the corporation, property in which the corporation has an interest or tangible expectancy or which is essential to its existence. [¶]... [¶] Three tests have been recognized as standards for identifying a corporate opportunity: the “line of business” test, the “interest or expectancy” test, and the “fairness” test. Under any test, a corporate opportunity exists when a proposed activity is reasonably incident to the corporation’s present or prospective business and is one in which the corporation has the capacity to engage. Whether or not a given opportunity meets the requisite relationship is largely a question of fact....’” (Kelegian v. Mgrdichian (1995) 33 Cal.App.4th 982, 988-989, italics omitted; see also Daniel Orifice Fitting Co. v. Whalen (1962) 198 Cal.App.2d 791, 800 [“‘a director or officer of a corporation may not enter into a competing enterprise which cripples or injures the business of the corporation of which he is an officer or director’”].) “‘[T]he basis of the doctrine must be found “in the unfairness on the particular facts of a fiduciary taking advantage of an opportunity when the interests of the corporation justly call for protection.”‘“ (New v. New (1957) 148 Cal.App.2d 372, 384-385.)
The evidence at trial established Vos Industries, and thus, Sandwood, began rock crushing in May or June 2006 in Corona. Months later, Marty began looking for property in the event Sandwood had to relocate. In January 2007, Marty purchased the Perris property and began renting it to Vos Industries for $3,900 per month. Marty admitted he did not speak with Wayne about the Perris property, although he did speak with Wayne generally about purchasing property. Marty began moving rock crushing equipment from the Corona property to the Perris property.
Marty testified he purchased the Perris property with his and Susan’s personal funds. However, Marty conceded he transferred approximately $1.7 million from Sandwood to Vos Industries between 2003 to 2007. Exhibit No. 1204 supports this admission.
There are two checks dated October 5, 2006, from Sandwood to Vos Industries for $11,000 and $12,000. There is a check dated October 11, 2006, from Sandwood to Vos Industries for $10,000. On October 27, 2006, Marty wrote a check from Orange County Sandbagger Materials, Vos Industries’ dba, to First American Title in the amount of $10,000 for the purchase of the Perris property. Four days later, Marty wrote a check from Sandwood to Vos Industries for $20,000, and two weeks later he wrote another check from Sandwood to Vos Industries for $25,000. There is a check dated December 6, 2006, from Marty and Susan to Vos Industries for $10,000. Less than one week later, Marty wrote a check from Sandwood to Vos Industries for $50,000. Finally, Marty wrote a check from Sandwood to Vos Industries for $10,000 on January 31, 2007. Marty wrote himself checks from Orange County Sandbagger Materials,
Vos Industries’ dba, in the amount of $10,000 on June 15, 2007, July 13, 2007, and November 19, 2007.
At trial, Marty conceded the checks demonstrate he transferred money from Sandwood to Vos Industries, Vos Industries wrote a check to First American Title, Susan and Marty wrote a check to Vos Industries, and Vos Industries wrote checks to Marty. On cross-examination, opposing counsel stated “there was no limitation o[n] you borrowing money from Vos to use for your own personal purpose; correct?” Marty replied, “Correct.” Counsel asked whether that included borrowing $10,000 to purchase the Perris property, which was for the possible relocation of Sandwood and Vos Industries, and Marty responded, “Correct.” Counsel asked, “When you go to the Perris property, you acquired it, you utilized Sandwood and/or Vos employees to do work there; right?” Marty stated, “That is correct.”
Marty and Susan spend very little time responding to Sandwood, Rick, Traci, and Jason’s claim the purchase of the Perris property was a corporate opportunity. They assert the court’s findings were “specific, ” the money was “traced, ” and ownership was established. They provide no citations to the record to support their claims.
Vos Industries issued a check for $10,000 to open escrow to purchase the Perris property to crush rocks, Sandwood’s and Vos Industries’ concern, in October 2006. Around the same time Marty transferred $128,000 from Sandwood to Vos Industries. And after Susan and he wrote a check for $10,000 to Vos Industries, Marty wrote himself three separate checks for $10,000 each, and Marty admitted at trial Sandwood paid his salary, not Vos Industries.
Obviously, rock crushing is reasonably incident to Sandwood’s present business and is one in which it has the capacity to engage. When Marty purchased the Perris property, he did so for Sandwood. Additionally, the documentary evidence and Marty’s testimony support the conclusion Marty used Sandwood’s money to open escrow on the property, and although not relevant to this issue he collected rent from Vos Industries on the property. There was evidence Marty and Susan obtained a second mortgage on their house to purchase the Perris property, but this does not compel the conclusion the purchase of the Perris property was not a corporate opportunity for Sandwood for the reasons above. Based on the record before, we conclude the purchase of the Perris property was a Sandwood corporate opportunity. Thus, the court should have imposed a constructive trust on the Perris property for the benefit of Sandwood.
DISPOSITION
We affirm that part of the trial court’s judgment concluding Sandwood owns the disputed personal property/equipment. We reverse that part of the trial court’s judgment concluding (1) Marty was personally liable for Wayne’s pension, and (2) Marty and Susan owned the real property in Perris, California. We remand the matter to the trial court and order the trial court to impose a constructive trust on the Perris Property for the benefit of Sandwood, and require Marty and Susan to take all steps to transfer ownership to Sandwood forthwith. Sandwood, Wayne, Rick, Traci, and Jason shall recover their costs on appeal.
WE CONCUR: RYLAARSDAM, ACTING P. J.IKOLA, J.