Opinion
NOT TO BE PUBLISHED
APPEAL from a judgment of the Superior Court of Los Angeles County No. BS105664 David P. Yaffe and Tricia Ann Bigelow, Judges.
Law Offices of Gordon B. Cutler, Gordon B. Cutler and Liza Amtmanis for Plaintiffs and Appellants.
Jenkins & Hogin, Michael Jenkins and Christi Hogin for Defendant and Respondent City of West Hollywood.
Latham & Watkins, James L. Arnone and Benjamin J. Hanelin; Gilchrist & Rutter and Phillipa L. Altmann for Real Party in Interest Laurel Place West Hollywood, Inc.
Retired Judge of the Los Angeles Superior Court assigned by the Chief Justice pursuant to article VI, section 6 of the California Constitution.
This is an action by a group of citizens who seek to block a city and a nonprofit housing developer from proceeding with a project to build affordable housing units for low-income seniors and a pocket park on a property donated to the city several years earlier by its long-time owner. The city had designated the property a local cultural resource, because of its historic architecture and park-like landscaping. The property owner gifted the property to the city by means of an unrestricted quitclaim deed. Appellants maintain that, when she transferred ownership of the property to the city, the owner, who was 98 years old at the time and of diminished capacity, intended and expected that the city would preserve the property in its pristine state in perpetuity, and the city knew that was her intention. This action was brought primarily to obtain equitable reformation of the quitclaim deed to reflect the owner’s alleged true intentions.
The city and housing developer demurred to the complaint and a first amended complaint largely on the basis that the claim for equitable reformation was time barred, and that the viability of the remaining claims depended on appellants’ ability to prove the claim for reformation. The trial court agreed, and sustained the demurrers to the first amended complaint without leave to amend. We affirm.
FACTUAL AND PROCEDURAL BACKGROUND
In this appeal from judgment entered following an order sustaining demurrers without leave to amend, our factual recitation is drawn from the operative pleading, exhibits thereto and, to the extent relevant, the Supreme Court decision in an earlier action between these parties, entitled Save Tara v. City of West Hollywood (2008) 45 Cal.4th 116, involving violations of the California Environmental Quality Act, Public Utilities Code Section 21000, et seq. (Save Tara, or “the CEQA action”)
This dispute involves the use to which a parcel of real property at 1343 North Laurel Avenue and structures thereon, located in respondent, the City of West Hollywood (City), may be put. Until 1997, the property was owned by Elsie Weisman (Elsie), who referred to it as “Tara.” (We refer to the parcel and its structures interchangeably as the Property or Tara.) The Property includes a large two-story home, in the center of two large lots, a “chauffeur’s cottage” and a garage. The house and cottage, which were built in the early 1900’s, are of the “Colonial Revival” style of architecture. In 1942, Elsie converted the main house into four apartments. The garage has also been converted into a rental. The Property is heavily landscaped with a wide variety of mature flora in a park-like setting. In 1994, the predecessor to the City’s Historic Preservation Commission, designated the Property an historic “local cultural resource.”
We refer to Ms. Weisman as “Elsie” not from disrespect, but to avoid confusion. Her son, Richard Weisman, is involved in this dispute.
The nickname “Tara” came about either because of the Property’s estate-like appearance, or because Elsie’s favorite film was “Gone with the Wind.” (Save Tara, supra, 45 Cal.4th at p. 122, fn. 2.)
On November 17, 1997, then 98-year-old Elsie, donated the Property to the City by means of an unrestricted quitclaim deed (Quitclaim). The Quitclaim, prepared and presented to Elsie by the City, states in pertinent part:
“ELSIE L. WEISMAN, an individual, hereby quitclaims, releases and remises to the CITY OF WEST HOLLYWOOD, a municipal corporation, all of the undersigned’s right, title and interest in and to the [Property].”
Appellants, “Save Tara,” an unincorporated association (formed in 2004, and composed of individuals seeking to preserve the Property for public use), Richard D. Weisman, and William T. Neish (collectively, Appellants), allege that, at the time Elsie transferred her interest in the Property to the City, she intended to dedicate Tara to and preserve it for public use as a park or museum, consistent with its status as a cultural landmark. Appellants allege that Elsie understood that the City agreed to preserve and maintain the Property as is, and in its entirety for the use and enjoyment of City residents. They also allege that, when Elsie transferred her interest in the property, she believed that the deed incorporated the Property’s designation as a cultural resource which, to her mind, prevented future development on the Property and created a dedication for public use and/or a restrictive covenant consistent with that designation. Appellants allege that City representatives, including city council member and the City’s then-mayor, Sal Guarriello, knew Elsie held such a belief, and that she would not have transferred the Property unless she believed the City had accepted the deed with restrictions on the use of the Property, in order to preserve it as a public resource with little or no alteration to the structures or landscaping. Appellants claim the City represented as much to Elsie, who believed and relied on those representations. Appellants also allege that, at the time she executed the Quitclaim, Elsie was diminished in capacity and did not understand that, without express restrictions on the use of the Property in the deed, there was no guarantee the City would abide by and enforce her intention that the Property be preserved for public use in its entirety. The primary purpose of this action is to reform the Quitclaim to reflect Elsie’s alleged intentions and/or to impose a restrictive covenant on the Property.
In March 1996, Elsie had signed a power of attorney and nomination of conservator appointing her son Richard as her “attorney in fact” for certain purposes, including asset management. When Elsie executed the Quitclaim in 1997, Richard was on an extended trip outside California. Richard wanted to develop the Property himself into condominiums, but Elsie refused to permit him to do so. Nothing in the record indicates Richard attempted to set aside the transfer of Tara on the basis of his mother’s diminished capacity or inability to comprehend the nature of the transaction.
The city council authorized acceptance of the grant of property at a public meeting on November 17, 1997, the same day on which Elsie executed the Quitclaim. The “Approval of Agreement to Accept a Gift of Real Property with Certain Conditions” states that Elsie’s offer to give the Property to the City was subject to seven express conditions, the precise terms of which are not important. Generally speaking, they required that Elsie be allowed to continue renting the unit in which she was living until she died or moved, that her tenants be permitted to rent their units for at least six months after she was gone, that Elsie retain responsibility for the landscaping and exterior maintenance and the City would cover her expenses, and that the City bear financial responsibility for the property taxes, insurance, utilities and routine repairs and maintenance. Appellants do not claim the City failed to satisfy any of these conditions.
Appellants contend that, after Elsie made a gift of the Property, Elsie shared with Richard and others, including city council member Stephen Martin, her understanding that quitclaiming the Property to the City meant the City would preserve it in its entirety in perpetuity for the public to enjoy. Elsie died in 2000.
On June 9, 2003, the City conducted a public meeting to consider an agreement to grant a one-year option to purchase the Property to respondent real party in interest, Laurel Place West Hollywood, Inc. (Laurel Place), a nonprofit community housing developer, to give it sufficient site control of the Property to qualify to apply to the United States Department of Housing and Urban Development (HUD) for a grant to develop 30–35 housing units for low-income seniors and a pocket park on the Property. At the meeting, the City approved granting the option agreement, and also approved a $20,000 grant to WHCHC in recoverable financing to help Laurel Place develop the housing project and park on the Property. At the time, the City emphasized the difficulty and uncertainty of obtaining a HUD grant, and also emphasized it was only approving Laurel Place’s ability to apply for the HUD grant. It noted more action was required before the project would be fully entitled, and represented that the public would be able to participate at each step.
The option was given to Laurel Place and the entity that formed Laurel Place for the purpose of developing low-income senior housing on the Property, West Hollywood Community Housing Corporation (WHCHC). (Save Tara, supra, 45 Cal.4th at p. 122.)
Individuals who are now members of appellant Save Tara, which was formed in 2004, attended the June 9, 2003 city council meeting and voiced objections to the proposed housing project. Those (unidentified) individuals allege that they believed the City’s representations that members of the public would be entitled to participate in decisions regarding the use to which the Property was to be put, that no final determination on that issue had been made, and other options remained open. HUD approved the grant to Laurel Place in November 2003; appellants learned of HUD’s approval that month.
On May 3, 2004, the City and Laurel Place entered into a “Conditional Agreement for the Conveyance and Development of [the Property].” In July 2004, Save Tara filed a petition for a writ of mandate initiating the CEQA action in an effort to require the City to comply with that statute’s environmental assessment requirements. That effort ultimately resulted in the decision in Save Tara, supra, 45 Cal.4th 116.
In Save Tara, the Supreme Court held, among other things, that under some circumstances—including those involving the agreement between the City and these developers regarding the Laurel Place project—an agreement conditioned on future compliance with CEQA is tantamount to “project approval” under that statute, and must be preceded by preparation of an environmental impact report (EIR). (Save Tara, supra, 45 Cal.4th at pp. 138-139, 142–143.)
On August 3, 2006, the City Planning Commission approved a “Statement of Overriding Considerations” and a “Certificate of Appropriateness” and certified an EIR for the Laurel Place project on the Property. Appellants appealed that decision to the city council.
On October 16, 2006, appellants filed their initial complaint in this action. They alleged four claims: (1) imposition of a public trust; (2) mistake of fact, equitable reformation of the quitclaim deed; (3) inconsistency with the City’s general plan; and (4) a request for declaratory and injunctive relief.
Actually, appellants filed a “Petition for Writ of Mandate and Complaint for Declaratory and Injunctive Relief.” Judge Yaffe determined that certain legal issues required resolution prior to a ruling on the writ petition, and transferred a portion of the action to the civil trial department for that purpose. This appeal involves the trial court’s (Judge Bigelow’s) ruling on those legal issues. For ease of reference, and to be consistent with the parties’ and the record references, we refer to the initial and first amended writ petitions in this action as the complaint and first amended complaint (FAC), respectively.
On the evening of October 16, 2006, at a city council meeting, the City denied the appeal and approved development permits for the construction by Laurel Place of 28 units of housing for low-income seniors on the Property. At that meeting, Guarriello stated that, when he was mayor in 1997, he spoke with Elsie who told him she wanted to give the Property to the community of West Hollywood because she wanted it to remain undeveloped forever.
The City demurred to the complaint on the grounds appellants failed to state any cause of action and that the third cause of action was barred by the 90-day statute of limitations for judicial review of a local agency decision. (Code Civ. Proc., §§ 430.10, subd. (e), 1094.6, subd. (b).) Laurel Place demurred as well. It argued that, as to the first and fourth causes of action, appellants failed to state facts sufficient to constitute a viable cause of action, that the second and third causes of action were time-barred, and that the first, second and fourth causes of action were barred by principles of abatement and resjudicata because appellants had inappropriately split claims they could have asserted in the CEQA action. The demurrers were exhaustively briefed by all parties.
Both demurrers were sustained with leave to amend. The trial court found that the second cause of action for equitable reformation was subject to a three-year statute of limitations (Code Civ. Proc., §338, subd. (d)), and that appellants’ right to relief arose “when the subject document [was] fixed in error” in November 1997. In addition, the trial court found the City’s “entry into the Option Agreement with Laurel Place in June 2003 would constitute an event which would commence the running of the statute,” at least as a preliminary matter. However, the trial court observed that, in a cause of action grounded in mistake, the statute of limitations would be “tolled until discovery of facts constituting the mistake.” Reiterating the rule that a party bringing an otherwise time-barred claim is subject to enhanced pleading requirements, the trial court gave appellants 15 days to amend, with explicit instructions. Appellants were granted leave to amend “in order to specifically plead facts establishing (1) the time and manner of the discovery of the mistake, (2) the circumstances which excuse the failure to have made an earlier discovery, and (3) the exercise of reasonable diligence in terms of making the discovery.” The court noted any amended pleading appellants filed “should account for the fact that the City’s planned usage for Tara could be inferred from judicially noticeable matters of public record.”
Judge Bigelow confined her consideration to the first two causes of action based on the terms of Judge Yaffe’s order staying the writ petition and reassigning only those “‘claims that an unconditional conveyance of the property to the City should be reformed or that the City should be required to hold the property in trust.’”
Appellants filed the first amended complaint, alleging six causes of action: (1) mistake of fact; equitable reformation of the deed; (2) illegal action by the City (violation of Code Civ. Proc., § 526, subd. (a)), imposition of a restrictive covenant; (3) fraudulent concealment; (4) estoppel; (5) inconsistency with the general plan of the City of West Hollywood; and (6) declaratory and injunctive relief. The City and Laurel Place demurred, each arguing that the first through fifth causes of action in the FAC were time-barred, and the sixth was not independently viable.
The trial court sustained the demurrers to the first through fourth causes of action without leave to amend. In its order, the court noted again that, as to the claim for equitable reformation, the mistake about which appellants complained, occurred and the statute of limitations began to run, in November 1997 when Elsie executed an unqualified Quitclaim deed—a fact counsel conceded appellants knew from the outset or, at the latest, on June 9, 2003, when the City publicly announced a plan to alter the structures and grounds on Tara, and granted Laurel Place an option to proceed in furtherance of that plan. The mistake occurred and the claim ripened at either time. Hence, the statutory period expired, at the latest, five months before this action was filed. The trial court found appellants failed to satisfy the heightened pleading requirements to excuse their failure timely to discover the mistake. Accordingly, the court found the second, third and fourth causes of action also failed because the viability of those claims was predicated on appellants’ ability to proceed on the claim for equitable reformation. The fifth and sixth causes of action (for inconsistency with the City’s general plan, and declaratory and injunctive relief, respectively) were transferred back to the writs department. Appellants subsequently requested the fifth cause of action be dismissed with prejudice, and informed the court they had “no objection” to the demurrer to the sixth cause of action being sustained without leave to amend. Respondents’ demurrers were sustained without leave to amend, and a judgment of dismissal entered in their favor. This appeal followed.
DISCUSSION
Appellants advance a host of arguments to support their argument that the trial court erred in sustaining the demurrers to the FAC. The viability of every cause of action hinges on one pivotal issue: whether the claim for equitable reformation is time-barred. We conclude it is.
1. The legal standards governing a claim for equitable reformation.
The crux of this lawsuit lies in the first cause of action, which seeks equitable reformation of the Quitclaim deed to add restrictions on the use of the Property based on a mistake of fact.
The viability of the other claims necessarily turns on resolution of this issue. For instance, there can be no “illegal act” by the City as alleged in the FAC’s second cause of action, unless the City can be said to have violated the deed, as reformed, just as there would be no basis to impose a public trust, a claim appellants unsuccessfully seek to resurrect from the initial complaint, if the deed remains unqualified. Similarly, as discussed below, the ability to pursue claims for fraud or estoppel rests on appellants’ ability to prove reformation.
Appellants contend that, when Elsie executed the Quitclaim deed, she intended it to incorporate the Property’s designation as a cultural resource, which she understood and intended to mean that the City would keep and preserve the Property in its entirety, by retaining its historic character, protecting the buildings and grounds from redevelopment in perpetuity and making Tara available for public use. On its face, the Quitclaim deed, prepared by City scriveners, contains no such protections or restrictions on the use to which the Property may be put, and no certainty that the City will not transfer the Property to another party for a purpose appellants claim would violate Elsie’s intentions. Appellants contend Elsie would not have executed the Quitclaim or transferred the Property if she had not believed the City would keep the Property itself and preserve Tara in its entirety in perpetuity. Finally, appellants assert that the City knew of Elsie’s intentions for the Property when she executed the Quitclaim, knew that she was mistaken as to the meaning of that deed, and concealed from her the fact that the absence of a dedication or restrictive covenant in the deed meant there was no limit on what it could do with the Property once she transferred it. Appellants allege there is a live controversy between them, on the one hand, and the City and Laurel Place on the other, and seek reformation of the deed imposing a dedication for public use and/or restrictive covenant on the Property, consistent with Elsie’s intent.
An action for reformation lies when a written instrument fails to accurately reflect the oral understanding which gave rise to it. (Civ. Code, §§ 3399, 3401.) Civil Code section 3399 (section 3399) provides that “[w]hen, through fraud or a mutual mistake of the parties, or a mistake of one party, which the other at the time knew or suspected, a written contract does not truly express the intention of the parties, it may be revised on the application of a party aggrieved, so as to express that intention, so far as can be done without prejudice to rights acquired by third persons, in good faith and for value.” A deed may be reformed. (Western Title Guar. Co. v. Sacramento & San Joaquin Drainage Dist. (1965) 235 Cal.App.2d 815, 823.)
Under section 3399, to be granted reformation based on unilateral mistake, the plaintiff must show a mistake was inadvertently made at the time of contracting, and that the mistake was known to or suspected by defendants. (La Mancha Dev. Corp. v. Sheegog (1978) 78 Cal.App.3d 9, 14; Architects & Contractors Estimating Service, Inc. v. Smith (1985) 164 Cal.App.3d 1001, 1007–1008 [unilateral mistake provides legal grounds for reformation if the mistake was not the fault of the party seeking reformation, and the mistake was or should have been known to the other party].) The sole purpose of the reformation doctrine is “‘to correct a written instrument in order to effectuate a common intention of both parties which was incorrectly reduced to writing. [Citation.]’” (Paterson v. Board of Trustees (1958) 157 Cal.App.2d 811, 816; see also Getty v. Getty (1986) 187 Cal.App.3d 1159, 1179.) The court may exercise its equitable power and reform the parties’ agreement based on mistake; it may not use the theory to create a new agreement for the parties. (Getty v. Getty, supra,187 Cal.App.3d at p. 1178.)
Technically, an action for reformation is not a “cause of action.” It is a remedy for a wrong—the judicial revision of a written agreement that, by virtue of fraud or mistake, fails to express the intended agreement of the parties. (Landis v. Superior Court (1965) 232 Cal.App.2d 548, 555.) Nevertheless, when a claim seeks only reformation, the essential elements of the “claim” which must be pled are: (1) the “real” agreement the parties intended but failed to execute; (2) the form of the agreement or other instrument that was actually reduced to writing; and (3) the grounds for reformation, whether fraud or mistake, and how it came about. (See 5 Witkin Cal. Procedure (2008 ed.) Pleading, § 807, pp. 222–223.) The plaintiff need not prove breach or damages. The “cause of action may be based solely on the facts of fraud or mistake that deprive the plaintiff of the right to claim the benefits of the intended agreement, and he or she may merely seek reformation of the writing, leaving the matter of performance or compensation for breach to the acts of the parties or to future litigation.” (Id.,§ 806, p. 222, citing California Trust Co. v. Cohn (1932) 214 Cal. 619, 628.)
It is well established that the three-year statute of limitations of Code of Civil Procedure section 338, subdivision (d) governs actions to reform deeds based on fraud or mistake. (Welsher v. Glickman (1969) 272 Cal.App.2d 134, 140.) The cause of action accrues when the mistake is made or the fraud occurs. (Orange County Rock etc. Co. v. Cook Bros. Equip. Co. (1966) 246 Cal.App.2d 698, 703.) To avoid the limitations bar in an otherwise time-barred action, the plaintiff must allege specific facts to show the time and manner of discovery, the circumstances excusing his or her failure to discover those facts earlier, and facts showing he or she exercised reasonable diligence to discover the previously unknown facts, prior to three years before filing the action. (Ibid.; Allen v. Ramsay (1960) 179 Cal.App.2d 843, 851; see also 5 Witkin Cal. Procedure, supra, Pleadings, § 929, at pp. 344–345, and cases cited thereat.)
2. Appellants’ claim for reformation of the Quitclaim deed accrued over three years before this action was filed.
When Elsie transferred the Property to the City in 1997, she transferred whatever “right, title and interest” she held at the time, including the 1994 designation as a cultural resource, and whatever protections were afforded by such a designation. The conveyance in 1997 neither added nor removed protections. The designation as a cultural resource, by itself does not obligate the City to preserve Tara “as is” in perpetuity or prevent it from ever developing the Property. The City’s cultural heritage ordinance specifically acknowledges that protected properties may be subject to such things as development or demolition, so long as specified guidelines are met, including obtaining a “certificate of appropriateness” from the City’s Historic Preservation Commission. (See West Hollywood Mun. Code, §19.58.040.) Once a certificate is issued, development or redevelopment of an historic structure is a permitted use. (Ibid.) Appellants acknowledge the City approved a certificate of appropriateness for the Laurel Place project. Thus, even if the Quitclaim were specifically conditioned on the City’s compliance with the cultural resource designation, the condition was satisfied.
Appellants contend that, when Elsie gifted the Property to the City, she did so intending that there would never be any development or changes to the structures or grounds at Tara, and that, apart from necessary maintenance, the Property would be preserved forever for public use as a park or cultural resource. In sum, appellants claim Elsie mistakenly believed the deed she executed conferred absolute use restrictions on the Property, when the City knowingly presented her with a deed free from restrictions. They seek reformation of the deed to reflect that alleged intent.
The question we must resolve is when the statute of limitations on this reformation claim began to run. According to the City and Laurel Place, there are two possibilities: The claim ripened either: (1) on November 17, 1997, when the City publicly accepted the grant deed containing no restrictions (apart from the conditions listed in the November 1997 staff report), or (2) at the latest, on June 9, 2003—when, at a public meeting of the city council, attended by individuals who later formed Save Tara, and after public notice, the City approved the option for Laurel Place to purchase the Property and committed $20,000 to development of a senior housing project and a park. Appellants peg accrual of the claim to two other dates. They insist the claim was not ripe until October 16, 2006—the date on which the City finally approved the Laurel Place project and “the threat of harm became concrete”—or, at the earliest, in November 2003, when the HUD application was approved. Appellants are mistaken.
For purposes of accrual of the claim, the issue is when appellants became aware the Quitclaim deed lacked the restrictions Elsie is alleged to have believed it contained. At the hearing on the demurrers, appellants’ counsel readily acknowledged that his clients “knew that [fact] from day one” because, “as soon as you see a deed you see it without restrictions.” This admission binds appellants, who concede the straightforward deed “contains no ambiguous words to interpret.” “In the absence of fraud, the admissions of an attorney in open court are binding upon the client.” (Bank of America v. Lamb Finance Co. (1956) 145 Cal.App.2d 702, 708; Bias v. Reed (1914) 169 Cal. 33, 37.) The effect of this concession was to eliminate the issue from the case. (See Scafidi v. Western Loan & Bldg. Co. (1946) 72 Cal.App.2d 550, 562 [“‘any fact, bearing upon the issues involved, admitted by counsel, may be the ground of the court’s procedure equally as if established by the clearest proof,’” italics omitted].) Moreover, in the FAC, appellants allege Elsie told her son Richard that it was her understanding that quitclaiming the Property to the City meant Tara would always be preserved for public enjoyment. Elsie died in 2000, so at least one plaintiff had notice that the unrestricted deed prepared by the City was not consistent with the grantor’s intentions long before October 2006.
Appellants insist their attorney made no such concession, arguing his statement was “ambiguous” as to whether “day one” referred to the date the deed was signed, the date it was recorded, or the date he first saw it. Even if the attorney’s statement were ambiguous, it would not save appellants’ claim, as the deed was both executed and recorded in 1997. In any event, having examined the entire record, we agree with the trial court; the statement is a clear and unambiguous concession by counsel that appellants were aware from the outset that the deed lacked any restrictions.
This information would presumably have been significant to Richard, the heir to whom Elsie declined to leave the Property because she knew he wanted to develop it and build condominiums, while she wanted it left untouched. As his mother’s attorney in fact for purposes of management of her assets, it is not unreasonable to infer that Richard likely saw or knew of the deed by 2000, if not before, in the course of winding up his mother’s financial affairs.
Alternatively, even if the statute did not begin to run in November 1997, the trial court correctly concluded there is no question it began to run by June 9, 2003. On that day, the City conducted a public hearing to address its plans to enter into “a proposed Option Agreement with [WHCHC] to [permit it to] purchase [the Property] for development of affordable senior housing and a pocket park.” An advance notice of that meeting issued in May informed the citizenry that staff reports and associated documentation related to the proposal were available for public review on June 5, 2003.
The staff report for the June 2003 city council meeting noted that, at that meeting, the City would consider approving an agreement to give WHCHC a one-year option to purchase the Property to facilitate development of a low-income senior housing project (of up to 35 units) and a pocket park on the Property, approving a financial commitment letter to enable WHCHC to apply for HUD funding for the project, and approving a grant for up to $20,000 to cover predevelopment costs, and to lend an additional $1 million to the effort. Copies of the proposed option agreement, a site plan, the postdated financial commitment letter to HUD and the public notices of the June 9 meeting were attached to the staff report prepared for the meeting. The report also reflects the City’s understanding that it accepted the Property as a gift subject to certain conditions. Specifically, “[i]n accepting title to the property, the City agreed only to allow [Elsie] to rent the unit she occupied until her death,” and, among other things, to allow her “tenants to continue renting the units they occupied for at least six months after [Elsie’s] death.” The proposed Laurel Place development project was discussed at the June 9, 2003 city council meeting, which was attended by individuals who later formed the Save Tara organization.
As the trial court correctly observed, this public “announcement that the City had developed plans to alter... Tara and the grounds—and moreover had executed agreements in furtherance of those plans,” clearly constituted knowledge on the part of appellants “of facts (i.e., the development plans) constituting the mistake (i.e., that the deed transferring... Tara to the City contained no restrictions as to use).” Accordingly, the statutory period began to run, at the latest, from June 9, 2003, and expired five months before this action was filed.
Appellants argue, here as they did below, that they had no cause of action for reformation until November 2003 or October 16, 2006. They claim any action filed before those dates would not have been ripe, and would have been akin to an action for “anticipatory breach,” since there was no “damage” until the City finally approved the project, because until then it remained free to change its mind. They are mistaken.
A claim for equitable reformation seeks only to have the court rewrite an agreement to correctly reflect common intentions incorrectly reflected in the deed, as written. Such a claim is ripe as soon as the fact of the mistake or fraud is known, or reasonably should be known. Damage is not a requirement. (See 5 Witkin Cal. Procedure, supra, Pleadings, § 806, p. 222.) Accordingly, for the purpose of triggering the three-year limitations period, the stage of development or degree of finality of the City’s plans for the Property were not relevant. The only thing that mattered, and which placed appellants on notice of the mistake justifying reformation, was the fact that the City publicly announced it was considering developing or intended to develop the Property, period. Any development of or intent to develop the Property by the City, no matter what form such development ultimately took, was not consistent with Elsie’s alleged understanding that, by gifting Tara to the City she had forever protected it from all development. The mere fact that the City publicly announced its belief that it could do anything with the Property, constituted notice to the world that the Quitclaim deed lacked the use restrictions and protections Elsie intended it to have. This was the mistake of fact that gave rise to appellants’ equitable right to seek reformation of the deed. At a minimum, such an announcement was, as the trial court observed, “notice of the fact such that any reasonably prudent individual would have made an investigation of the public land records and determine the deed recorded by the City was, in fact, a quitclaim deed....” The trial court did not err in sustaining the demurrer to the time-barred claim for equitable reformation without leave to amend.
3. Demurrers to the remaining claims were properly sustained without leave to amend.
a. No fraud
Appellants first attempt to escape the statutory bar by alleging the City lied about the status of its commitment to the development plans, in part to induce appellants to delay filing this action. They assert the City somehow concealed the fact that the terms of the publicly recorded Quitclaim were inconsistent with Elsie’s intent until that fact was revealed by council member Guarriello at the city council meeting on October 16, 2006.
First, that contention is belied by the allegations in the FAC that Richard knew before his mother died that she believed the City knew it was bound to preserve Tara in its pristine state in perpetuity. Second, given that Guarriello’s statements were made at a public meeting that was not even conducted until after this action was filed, his statements cannot bear on when appellants may be said to have discovered the City’s fraud. Moreover, appellants cannot characterize Guarriello’s statements as a sudden revelation of the City’s knowledge that the Quitclaim did not reflect Elsie intentions, when the record reflects appellants were fully aware of this fact over three years earlier, but slept on their rights.
Appellants rely on Grisham v. Phillip Morris U.S.A., Inc. (2007) 40 Cal.4th 623 (Grisham), in arguing that their claim for equitable reformation should not be deemed to have accrued until at least November 2003 when the HUD grant was approved. They contend that the City fraudulently concealed its intentions with respect to developing the Property from the public until that date. In Grisham, the plaintiff alleged that cigarette manufacturers fraudulently concealed and actively misrepresented the danger and addictive nature of cigarettes and manipulated nicotine levels. (Id. at p. 634.) The Court concluded that a “defendant’s fraud in concealing a cause of action against him will toll the statute of limitations, and that tolling will last as long as the plaintiff’s reliance on the misrepresentations is reasonable.” (Id. at p. 637.) Where the plaintiff alleges delayed discovery, he or she must plead facts showing an inability to have discovered the truth, such as “reasonable reliance on tobacco company misrepresentations.” (Id. at p. 638.)
Appellants cannot avail themselves of the delayed discovery rule here. As discussed in Grisham, with respect to the argument that the statute of limitations should be tolled as to plaintiff’s claim of addiction, “if a plaintiff’s cause of action depends upon delayed discovery of his or her addiction to tobacco in order to be timely, he or she must plead facts showing an inability to have discovered that addiction, such as reasonable reliance on tobacco company misrepresentations.” (Grisham, supra,40 Cal.4th at p. 638.) Here, as in Grisham, appellants cannot satisfy this heightened pleading requirement. As the trial court correctly observed, the FAC lacks any allegations which would reasonably excuse appellants’ failure to discover the City’s fraud within three years of filing this action.
At least from June 2003, the City made open, public and straightforward announcements that it did not believe the 1997 Quitclaim deed placed constraints on its use of the Property (apart from the constraints inherent in the cultural resource designation). There are no bases which would permit appellants to delay accrual of the statute of limitations. They may not be permitted to ignore public notice given at a public forum (especially when some number of appellants participated in the city council meeting in June 2003), and feign ignorance of the facts. The delayed discovery rule protects only those who are ignorant through no fault of their own. (Parsons v. Tickner (1995) 31 Cal.App.4th 1513, 1525.) That is not the case here, when the City’s alleged misrepresentations were a matter of public record and a public discussion in which appellants took part. (Ibid.)
b. Failure to state a claim for reformation bars the remaining claims.
Appellants’ inability to invoke the delayed discovery rule also bars their assertion of the equitable doctrine of judicial estoppel. From at least June 2003, the City steadfastly and publicly maintained it had the ability and intent to develop the Property in some fashion. Any such intent was directly at odds with Elsie’s understanding that the City would maintain Tara “as is.” It is true that the City took the position in the CEQA action that its conditional conveyance agreement was not a final action triggering its obligations to obtain an EIR. The fact remains, however, that appellants were on notice, and their reformation claim accrued, as soon as it was evident the City was considering doing anything in terms of selling or developing the property. Any such sale or development was clearly inconsistent with the grantor’s alleged understanding that the City had agreed to keep and preserve Tara in a pristine state in perpetuity.
4. Appellants abandoned the “Public Trust” claim.
The first cause of action in the original complaint sought to impose a “public trust” on the Property to prevent the City from transferring it to Laurel Place for construction of senior housing, or putting Tara to any use inconsistent with its implied dedication. The trial court found that appellants had “assert[ed] no persuasive grounds for finding that any sort of formal public trust may be impressed by implication on facts such as those” alleged in the initial complaint. However, the trial court pointed out that, in the event appellants were able to plead and prove their claim for equitable reformation, appellants could amend their first (public trust) cause of action, to plead instead an actionable claim “to enforce the duty of a municipality to maintain a public use lands according to the terms of their dedication.” Such a claim may be brought by taxpayers, under Code of Civil Procedure section 526a, to challenge illegal or ultra vires actions by a public agency. The court granted appellants leave to amend to allege such a claim, noting its success would necessarily depend on the viability of the equitable reformation claim.
Appellants abandoned their “public trust” claim in the FAC. In that pleading, they alleged instead that the City had engaged in illegal conduct in violation of Code of Civil Procedure section 526a, and sought to impose a restrictive covenant on the Property. Respondents’ demurrer to this claim was properly sustained without leave to amend. Appellants’ inability to pursue a claim for reformation also bars them from claiming the City committed an illegal act. Appellants maintain they did not abandon their claim for imposition of a public trust. We conclude otherwise.
Generally speaking, an amended complaint supersedes the prior one, and provides the sole basis for a cause of action. (Anmaco, Inc. v. Bohlken (1993) 13 Cal.App.4th 891, 901.) The filing of an amended complaint omitting a cause of action in a superseded complaint constitutes voluntary abandonment of the omitted claim. (Delaney v. Superior Fast Freight (1993) 14 Cal.App.4th 590, 594; Blank v. Kirwan (1985) 39 Cal.3d 311, 320.) The original complaint drops out of the case and ceases to have any effect as a pleading, or as a basis for a judgment. (Anmaco, Inc. v. Bohlken, supra,13 Cal.App.4th at p. 901; Bassett v. Lakeside Inn, Inc. (2006) 140 Cal.App.4th 863, 869–870.) On review, we consider only the final complaint on which the trial court ruled. (Lee v. Bank of America (1994) 27 Cal.App.4th 197, 215.) Appellants abandoned the public trust claim in the FAC, and may not revive it on appeal.
Appellants could not state a claim for imposition of public trust, even if we were to consider that claim. As we have concluded, the statute of limitations has run on a claim for reformation, and the unrestricted deed does not provide a basis for imposition of a public trust. The cases on which appellants rely to support imposition of a public trust involve circumstances in which express conditions in the deed were at issue. (See e.g., City of Palm Springs v. Living Desert Reserve (1999) 70 Cal.App.4th 613 [involving eminent domain]; Hays v. Vanek (1989) 217 Cal.App.3d 271 [involving the taking of private property for public use]; City of Hermosa Beach v. Superior Court (1964) 231 Cal.App.2d 295 [seeking to enforce duty of municipality to maintain for public use lands according to express terms of their dedication].) Apart from these cases, which address such things as express dedications in a deed, eminent domain, implied easements for access or roads, or the taking of private property for public use, none of which is involved here, appellants offer no authority to support their contention that use restrictions may be implied into an otherwise unqualified, unambiguous deed. There is no support for the assertion that a public trust may be imposed by implication.
DISPOSITION
The judgment is affirmed. Respondents are entitled to their costs on appeal.
We concur: MALLANO, P. J. ROTHSCHILD, J.