Opinion
NOT TO BE PUBLISHED
Santa Clara County Super. Ct. No. CV001908
Premo, J.
Plaintiffs Meltan Sorishowchamaki (Meltan) and Maryam Sorishowchamaki appeal from a judgment in favor of defendant Bakhtiari Corporation dba Stevens Creek Auto Imports (SCAI), an automotive dealership. Plaintiffs brought an action against SCAI, among other defendants, alleging violations of the Automobile Sales Finance Act (ASFA) (Civ. Code, § 2981 et seq.), the Consumers Legal Remedies Act (CLRA) (§ 1750 et seq.) and other causes of action. The action arose out of a contract for the purchase of a used 2000 BMW 328ci. The trial court found for SCAI, and on appeal, plaintiffs argue: (1) that SCAI violated ASFA because the 2000 BMW 328ci was not sold to plaintiffs on credit for the same price that a cash customer would have paid; (2) SCAI violated ASFA and the CLRA by failing to disclose the “negative equity” in plaintiffs’ trade-in vehicle; and (3) that the trial court erred in finding that Meltan, an experienced automobile sales finance person, had waived or was estopped from claiming the protection of these consumer protection statutes. We find no merit in plaintiffs’ arguments and shall affirm.
The other defendants are not parties to this appeal.
Statutory references are to the Civil Code unless otherwise specified.
FACTUAL AND PROCEDURAL BACKGROUND
We summarize the facts supporting the judgment (Howard v. Owens Corning (1999) 72 Cal.App.4th 621, 630-631), which are principally derived from the trial court’s statement of decision.
In September 2001, Meltan was interested in purchasing a vehicle for his son, Michael. Michael had seen a 2000 BMW 328ci on the lot at SCAI, and Meltan contacted the general manager of the dealership, Mac Suuliamani, to discuss purchasing that vehicle. Meltan acknowledged that 95 percent of buyers did not make direct contact with the general manager of a dealership when purchasing an automobile, but that “smart clients” ask to talk to the manager instead of dealing with a salesperson.
Plaintiff Maryam Sorishowchamaki does not appear to have played any role in the transaction other than as a signatory to the pertinent sales contract.
Suuliamani’s name is spelled “Suliamani” in the trial court’s September 1, 2006 “Statement of Decision, Findings of Fact, Conclusions of Law and Order.” This appears to be a typographical error, since the trial transcript indicates that, when asked to spell his name for the record, Suuliamani spelled it with two “u”s. We therefore adopt that spelling in this opinion.
Meltan was an experienced automobile sales and finance expert, who had worked for four years as a salesman at Capitol Mitsubishi, a dealership owned by the same person, Oscar Bakhtiari, who owned SCAI. Meltan had also previously worked for one year at SCAI as a special finance manager, a position which involved arranging loans for people with poor credit. At the time of the transaction in question, Meltan was working as a special finance manager at Anderson Chevrolet. Consequently, Meltan was very familiar with the financing of automobile sales transactions and routinely dealt with complex automobile credit matters.
At the time of the transaction Michael had been working as a salesman at Capitol Mitsubishi for nearly two years.
Because of Meltan’s and Michael’s respective employment histories at Capitol Mitsubishi and the fact that the parties anticipated that Meltan would return to work at one of Bakhtiari’s dealerships in the near future, Suuliamani gave Meltan favorable treatment, advising him that he could essentially write his own deal for the car, so long as the dealership made a small profit from the transaction. Meltan was given access to Suuliamani’s computer to work the details, which Suuliamani then reviewed and approved.
In fact, Meltan began working at SCAI in February 2002, some five months after he purchased the vehicle that is the subject of this lawsuit.
Meltan and Michael signed a contract to purchase the 2000 BMW 328ci on September 9, 2001, and Meltan testified that financing on a contract of sale is normally arranged one or two days after the contract is signed. On September 10, Meltan received a loan approval from Chase Auto Finance (Chase) which was faxed to him at Anderson Chevrolet. The September 10 loan approval shows approval for a loan in the amount of $41,340.48 over 60 months at 7.25 percent at a “LTV [loan to value]” ratio of 120 percent. The vehicle referenced in the document is a BMW “323.” Meltan testified that he arranged this financing without any involvement by anyone at SCAI, though he claimed it was arranged in relation to a different vehicle. The trial court discounted Meltan’s testimony, however, and found that he had actually arranged this financing in relation to the 2000 BMW 328ci that he purchased from SCAI.
The September 9, 2001 contract was supplanted by two subsequent contracts, signed by Meltan and Maryam Sorishowchamaki on September 20 and September 30, 2001, respectively. Plaintiffs brought suit on the operative contract, signed September 30, 2001. There was no contention below that the three contracts varied in any manner which was relevant to plaintiffs’ claims against SCAI, nor was any such contention raised in this appeal.
Specifically, Meltan testified that, before going to see the 2000 BMW 328ci at SCAI, he was considering purchasing a used 5-series BMW from his then-employer Anderson Chevrolet.
The September 10, 2001 Chase loan approval was based on a Kelley Blue Book document, dated September 9, 2001, reflecting a wholesale value of $34,450 for a 2000 BMW 328ci. Based on the date of the Kelley Blue Book document and because its numbers directly correlated to the September 10, 2001 loan approval, the trial court found that Meltan also generated this particular document in the course of his efforts to arrange financing for the BMW offered by SCAI.
As part of the sales transaction, Meltan provided a 2000 Mitsubishi Eclipse as a trade-in. The actual cash value of the Mitsubishi was determined to be $12,500, and Suuliamani discussed this amount with Meltan at the time of the sale. However, Meltan still owed approximately $20,500 on the trade-in vehicle; consequently, it had a negative net equity of $8,000. In the sales contract, the Mitsubishi was assigned a value of $20,500 which would cover the amount owed. The trial court found that Meltan personally manipulated the numbers on both the financing approval and the sales contract to cover the negative net equity and that he structured the transaction to avoid any other form of payment as to that negative equity.
The 2000 BMW 328ci had a cash price of $41,999, and the trial court expressly found this to be the amount for which SCAI would have sold that vehicle in the ordinary course of business to any other customer. Since the dealership’s cost on it was approximately $32,000, SCAI would have realized a profit of approximately $10,000 on a sale to someone other than Meltan. However, the sales summary of the transaction reflected a profit to SCAI of only $296.47.
In its statement of decision, the trial court expressly stated that, given Meltan’s “background, experience in automobile sales, and close relationship to [SCAI] and its personnel,” it did not find Meltan credible when he testified that Suuliamani or someone else at SCAI structured every detail of the transaction and that he simply accepted the values assigned to the BMW and the Mitsubishi in the contract. Because Meltan essentially wrote his own deal, the court found that there was no “misrepresentation, concealment, fraud, or deceit, whether intentional or negligent, on the part of SCAI.”
The trial court also found that the $8,000 over allowance on the Mitsubishi “did not increase the purchase price [of the BMW] to a cash buyer in a comparable transaction in the ordinary course of business.” Instead, the over allowance diminished the profit to SCAI that it would have made in a sale to any other customer. The over allowance was not made in order to create a positive equity on the Mitsubishi and thus assist Meltan in obtaining financing; instead, the over allowance merely cancelled the balance Meltan owed on that vehicle.
DISCUSSION
A. Standard of Review
Plaintiffs argue that this case should be reviewed de novo since it hinges upon an interpretation of ASFA as applied to the facts, and whether or not common law doctrines of waiver and estoppel may be raised as affirmative defenses to ASFA and the CLRA. We disagree.
The trial court made extensive findings of fact after hearing the testimony and reviewing the evidence presented in this matter. It is settled that “[w]hen findings of fact are challenged in a civil appeal, we are bound by the familiar principle that ‘the power of the appellate court begins and ends with a determination as to whether there is any substantial evidence, contradicted or uncontradicted,’ to support the findings below. [Citation.] We view the evidence most favorably to the prevailing party, giving it the benefit of every reasonable inference and resolving all conflicts in its favor. [Citation.] Substantial evidence is evidence of ponderable legal significance, reasonable, credible and of solid value.” (Oregel v. American Isuzu Motors, Inc. (2001) 90 Cal.App.4th 1094, 1100.) “The substantial evidence standard applies to both express and implied findings of fact made by the superior court in its statement of decision rendered after a nonjury trial.” (SFPP v. Burlington Northern & Santa Fe Ry. Co. (2004) 121 Cal.App.4th 452, 462.)
Consequently, to the extent that the verdict below is based on the trial court’s resolution of disputed facts and its assessment of the divergent testimony offered by the parties, its factual determinations must be reviewed in a manner favorable to SCAI and the verdict must be affirmed if supported by substantial evidence.
B. There Was No Violation of ASFA Since the Cash Price in Plaintiffs’ Contract Was the Same as the Cash Price for a Cash Customer
“The legislative purpose in enacting the [ASFA] was to provide more comprehensive protection for the unsophisticated motor vehicle consumer.” (Cerra v. Blackstone (1985) 172 Cal.App.3d 604, 608.) “Under the ASFA, every conditional sale contract must disclose to the buyer all details concerning the sale, financing and complete costs of purchasing the vehicle.” (Thompson v. 10,000 RV Sales, Inc. (2005) 130 Cal.App.4th 950, 966 (Thompson).)
The ASFA requires that a conditional sales contract contain an “ ‘itemization of the amount financed,’ ” which must include: (1) the “cash price, exclusive of . . . prior credit or lease balance on property being traded in . . . .” (§ 2982, subd. (a)(1)(A).) The amount owed on a trade-in vehicle is to be included in a section labeled “prior credit or lease balance (see down payment and trade-in calculation).” (Id., subd. (a)(1)(I).)
Under the ASFA, “cash price” is defined as “the amount for which the seller would sell and transfer to the buyer unqualified title to the motor vehicle described in the conditional sale contract, if the property were sold for cash at the seller’s place of business . . ., and shall include . . . the cash price of accessories or services related to the sale, . . . and payment of a prior credit or lease balance remaining on property being traded in.” (§ 2981, subd. (e).) As a result, the “cash price required to be itemized in accordance with section 2982, subdivision (a)(1)(A) must be the same for both a credit and cash customer. To the extent the cash price for a financed purchase is inflated above the selling price in a comparable cash transaction, the difference is a finance charge.” (Thompson, supra, 130 Cal.App.4th at p. 967.)
Plaintiffs urge that, like the defendant dealership in Thompson, SCAI has violated the ASFA by increasing the cash price of the BMW by the $8,000 over allowance created from its over valuation of plaintiffs’ trade-in vehicle. We find this case distinguishable.
In Thompson, the plaintiff purchased a previously owned motor home for a cash price of $93,398. (Thompson, supra, 130 Cal.App.4th at p. 958.) Defendant estimated the motor home could be sold for $85,000, but with its customary cash discount of 18 to 20 percent, could be sold to a cash customer for $69,398. Plaintiff needed financing in order to purchase the motor home and agreed to trade in a separate motor home she owned, which had an outstanding loan balance of $46,000. Defendant appraised the trade-in at $30,000, but credited her $54,000 for it, creating an over-allowance of $24,000. This over-allowance, which was not disclosed to plaintiff, allowed her to show a net trade-in value of $8,000 to apply to the down payment on the motor home she was purchasing, and defendant admitted this was done so that plaintiff could obtain lender approval. Defendant then added, again without plaintiff’s knowledge, the $24,000 over-allowance to the $69,398 cash price of the motor home, resulting in the $93,398 cash price paid by plaintiff. (Ibid.)
In this case, the trial court expressly found that SCAI sold the BMW to plaintiffs at the same price as it would have been sold to a cash customer in the ordinary course of business. This finding is supported by substantial evidence in the record. For example, Suuliamani testified that the BMW’s price was $41,999 and that is the price at which he would have sold the car to anyone other than an employee. He also testified that the BMW had a price sticker of $41,999 on it and that that is the price he gave to Meltan. The Kelley Blue Book document introduced at trial showed a retail value of $40,350 for a 2000 BMW 328ci.
At one point in his testimony, Suuliamani stated that the “price of the car is $41,000.” He subsequently revised that figure to $41,999, which is the price listed on the sales contract. This discrepancy was not raised by the parties and does not appear to be important.
Although Meltan testified that there was no price sticker on the BMW, he also testified that he never asked Suuliamani the price of the vehicle when he was at the dealership and did not research the price of a 2000 BMW 328ci before going to SCAI. The trial court expressly found that Meltan’s testimony on this subject was not credible, “given [his] background, experience in automobile sales, and close relationship to the dealership and its personnel.”
Because the $8,000 over allowance on plaintiffs’ trade-in vehicle was not added to the BMW’s price, but was instead subtracted from SCAI’s profit on the transaction, this case is unlike Thompson, supra. Substantial evidence supports the trial court’s finding that there was no inaccurate disclosure of the amount financed, and thus no violation of the ASFA.
C. Substantial Evidence Supports the Trial Court’s Conclusion that Meltan Structured the Transaction at Issue
The trial court also found that Meltan, a sophisticated, experienced automobile sales and finance expert, essentially wrote the terms of this transaction himself, and thus there could be no misrepresentation by SCAI and no violation of the ASFA or the CLRA. Our review of the record discloses ample evidence to support this conclusion.
At trial, Suuliamani and Meltan offered contrasting versions of what occurred at SCAI. Meltan testified that Suuliamani, or someone else at SCAI, worked all of the details of the transaction. Suuliamani, on the other hand, testified that he allowed Meltan to use his computer at the dealership to create the transaction and asked only that the dealership be given a slight profit on the deal. Suuliamani did so because he and Meltan had previously worked together, and, on the day of the sale, he discussed Meltan’s returning to work at SCAI or another dealership owned by Bakhtiari.
Meltan testified that he had no discussions with Suuliamani about the price of the BMW or the value of his trade-in, simply accepting the numbers Suuliamani recited. Suuliamani, however, testified that he told Meltan that the BMW was priced at $41,999, and that he and Meltan agreed on the actual cash value of $12,500 for Meltan’s trade-in vehicle. He also testified that Meltan set the value of the trade-in vehicle in the sales contract at $20,500 in order to cover the amount due on the vehicle.
The trial court considered the testimony and evidence offered by the parties and determined that Suuliamani’s version of events was more credible than Meltan’s version. The record contains substantial evidence to support the trial court’s findings that Meltan structured the transaction and assigned a value of $20,500 to the trade-in in order to eliminate the balance owed on that vehicle. Since Meltan essentially wrote the sales contract himself, there could be no misrepresentation, concealment, fraud or deceit on SCAI’s part, nor could there be any violation of the ASFA or the CLRA by the dealership.
D. Since There Was No Violation of the ASFA or the CLRA, There is No Need to Determine if “Waiver” and “Estoppel” May be Raised as Affirmative Defenses in this Action
As a general rule, appellate courts do not address issues whose resolution is unnecessary to the disposition of the appeal. (Palermo v. Stockton Theatres, Inc. (1948) 32 Cal.2d 53, 65.) Since the trial court found that there was no violation of the ASFA or the CLRA by SCAI and there is substantial evidence to support that finding, it is academic whether or not the affirmative defenses of waiver and estoppel are applicable to defeat plaintiffs’ statutory causes of action.
DISPOSITION
For the foregoing reasons, the judgment is affirmed.
WE CONCUR: Rushing, P.J., Elia, J.