Opinion
NOT TO BE PUBLISHED
Superior Court County of Santa Barbara No. 1304125, J. William McLafferty, Judge
Robert S. Coldren, Robert G. Williamson, Jr., Daniel T. Rudderow; Hart, King & Coldren, for Appellants.
John R. DeLoreto and James P. Ballantine, for Respondent
YEGAN, J.
Appellants, Vista de Santa Barbara Associates, LP and M.A. Cirillo & Associates, Inc. dba Star Mobilehome Park Management, appeal from an order denying their motion to compel arbitration of a mobilehome park rent dispute. (Code Civ. Proc., § 1294, subd. (a).) Respondent, Vista de Santa Barbara, Inc., a non-profit mutual benefit corporation, has sued for declaratory/injunctive relief and damages on behalf of its shareholders who consist of all homeowners in a mobilehome park owned and managed by appellants. The trial court denied the motion to compel arbitration on the ground that there was no agreement with respondent to arbitrate the dispute. We affirm.
All statutory references are to the Code of Civil Procedure unless otherwise stated.
The Complaint
Appellants own and manage Vista de Santa Barbara Mobilehome Park, a 124 space mobilehome park in Carpinteria.
On November 25, 2008, respondent sued on behalf of all its shareholders/ homeowners alleging that appellants, as a matter of policy and practice, drastically increase monthly space rent upon the death of a homeowner in violation of the California Mobilehome Residence Law (MRL; Civ. Code, § 798 et seq) and a Carpinteria rent control ordinance (Carpinteria Municipal Code, ch. 5.69, §§ 5.69.010 et seq.). The complaint states that appellants' practice has significantly diminished the value of mobilehomes in the park and impairs the ability of homeowners "to freely pass their mobilehomes to their heirs, estates, or joint tenants."
The MRL provides that a homeowner's heir, joint tenant, or personal representative of the estate who gains ownership of a mobilehome in a mobilehome park through the death of the tenant-mobilehome owner, has the right to sell the mobilehome in situ providing all the deceased homeowner's rent, utilities and maintenance obligations arising after the homeowner's death "have been satisfied as they have accrued pursuant to the rental agreement in effect at the time of the death of the homeowner up until the date the mobilehome is resold." (Civ. Code, § 798.78, subd. (a); see Simandale v. Vista de Santa Barbara Associates, LP (2009) 178 Cal.App.4th 1317, 1319-1320.)
Appellants filed a demurrer and motion to strike based on the theory that respondent lacked standing to bring the action and on the ground that the MRL preempted the rent stabilization ordinance. On March 9, 2009, the trial court denied the motion to strike and overruled the demurrer on all counts except the second cause of action for unfair business practices (Bus. & Prof. Code, § 17200) which was "withdrawn" (i.e., dismissed) by respondent.
On April 2, 2009, appellants filed a motion to compel arbitration (§ 1281.2) on the ground that certain homeowners in the park had rental agreements with arbitration provisions. Park Manager Ruth Bevington declared that the park uses three types of rental agreements. One rental agreement, entitled "Rental Agreement," provides for arbitration with the Judicial Arbitration and Mediation Service, Inc. (JAMS). A second rental agreement, entitled "Mobilehome Park Standard Lease," provides for arbitration in accordance with the rules of the American Arbitration Association (AAA). The third rental agreement, which was used before 2000, is a one-page "card" agreement that contains no arbitration provision.
Bevington stated that 45 park residents have pre-2000 "card" rental agreements with no arbitration provision and that 65 park residents signed the "Rental Agreement" or "Mobilehome Park Standard Lease." Nine residents who signed the latter rental agreements declined to initial or agree to the arbitration provision.
Respondent opposed the motion to compel arbitration on the ground that it was not a party to an arbitration agreement and because 57 of the 124 spaces in the park have no arbitration agreement in effect. Respondent was "very interested" in arbitrating the matter and requested that the trial court defer ruling on the motion until appellants produced all the rental/arbitration agreements and the trial court specified uniform arbitration rules and procedures to be used. (See § 1281.3, subd. (3); Independent Assn. of Mailbox Center Owners, Inc. v. Superior Court (2005) 133 Cal.App.4th 396, 413 [court may order consolidation and resolve conflicts in different arbitration provisions] Respondent requested a 60 to 90 day continuance to obtain written consent from its shareholders/homeowners to arbitrate the matter.
The trial court denied the motion to compel arbitration because some but not all of the residents signed the AAA or JAMS rental agreements. "[Respondent] is not a party to those agreements and [respondent] has no obligation to arbitrate.... If [respondent] wants to enter into an agreement with [appellants] to arbitrate, it may enter into negotiations with defendant. The court will not force either party to arbitrate."
The trial court noted that "another division of this court has compelled a resident [park resident Fred Nunes] to arbitrate with Vista de Santa Barbara Associates. Fred Nunes v. Vista de Santa Barbara Associates, LP, et al., #1304702. That case involves defendants' policies as they apply to one person. The issues are not identical, however, as the question of rents charged to heirs is not at issue in that case. The court, therefore, sees no need to stay this case pending that arbitration."
We granted a stay and took judicial notice of a November 19, 2009 order in the Nunes action (Fred Nunes v. Visa de Santa Barbara Associates, Sup. Ct. Santa Barbara County, Case No. 1304207)in which the superior court vacated its prior order compelling arbitration. The November 19, 2009 order states that appellants drafted "an agreement calling for arbitration under AAA rules and then refus[ed] to execute the waiver of the mandatory attorney fee and cost provision that AAA rules require. The combination of Vista's drafting and conduct have left plaintiff [Nunes] with no forum – court or arbitration. It has now come to light that the arbitration provision was illusory and, therefore, unconscionable.""
Agreement to Arbitrate
A motion to compel arbitration is in essence a suit in equity to compel specific performance of a contract. (Rosenthal v. Great Western Fin. Securities Corp. (1996) 14 Cal.4th 394, 411.) The trial court correctly found that it lacked authority to compel arbitration absent an agreement by respondent to arbitrate. (Victoria v. Superior Court (1985) 40 Cal.3d 734, 744; Brodke v. Alphatec Spine, Inc. (2008) 160 Cal.App.4th 1569, 1577.) "The right to arbitration depends upon contract;... There is no public policy favoring arbitration of disputes which the parties have not agreed to arbitrate. [Citation.]" (Engineers & Architects Assn. v. Community Development Dept. (1994) 30 Cal.App.4th 644. 653.) The same principle applies to the 54 shareholders/homeowners who signed no agreement to arbitrate.
A motion to compel arbitration may also be denied where homeowners (56 by appellants' count) have contracted to arbitrate the rent dispute in different arbitral forums. Some rental agreements designate AAA arbitration and other rental agreements provide for JAMS arbitration although the arbitration fees, rules, and procedures are different. Arbitration before different arbitral forums would result in piecemeal arbitration and the possibility of conflicting rulings which is grounds for denying a motion to compel arbitration. (§ 1281.2, subd. (c); see e.g., Cronus Investments, Inc. v. Concierge Services (2005) 35 Cal.4th 376, 393.)
In Independent Assn. of Mailbox Center Owners, Inc. v. Superior Court, supra, 133 Cal.App.4th 396, individual franchise owners and a professional association of franchisees sued the franchisor, Mail Boxes, Etc (MBE), for damages after the franchise system was changed to "The UPS Store" system. (Id., at p. 402.) MBE moved to compel arbitration based on arbitration clauses in some of the franchise agreements. Although MBE had no arbitration agreement with the professional association, 17 association members/franchisees had agreements to arbitrate before the AAA, 11 association members/franchisees had agreements to arbitrate before JAMS, and seven association members/franchisees had agreements to mediate disputes. (Id., at p. 399-400.) The trial court ordered the franchisees who had arbitration agreements (the JAMS and AAA franchisees) to arbitrate their claims and stayed the action with respect to the mediation franchisees and the professional association.
The Court of Appeal held that the trial court erred in staying the action of the professional association and the individual franchise owners who never agreed to arbitration. (Id., at p. 400.) "Certainly, the trial court had a valid concern that the various franchisees and their professional association were bringing closely related claims and there could possibly be inconsistent findings on common issues of law and fact. However, the fact remains that some of these franchisees are subject to valid arbitration clauses (AAA and JAMS).... The remainder of the franchisees (the mediation franchisees and their professional association) are entirely outside the arbitration arena, and they did not agree to arbitration." (Id., at p. 413.)
Relying on Independent Assn. of Mailbox Center Owners, Inc. v. Superior Court supra, the trial court correctly found that it could not compel arbitration unless respondent agreed to arbitrate the dispute. Nor would it be proper to stay the action until the individual claims of certain homeowners are arbitrated.
Collateral Attack Prior Order - Standing to Sue
Appellants contend that respondent lacks standing to sue and that the MRL preempts any alleged violation of the rental stabilization ordinance. The trial court rejected the argument when it ruled on the motion to strike and demurrer on March 9, 2009.
This appeal is from the April 27, 2009 order denying the motion to compel arbitration, which precludes appellants from collaterally attacking prior orders unrelated to arbitration. In Merrick v. Writers Guild of America, West Inc. (1982) 130 Cal.App.3d 212, 220, the Court of Appeal held that it lacked jurisdiction to review an order sustaining a demurrer in connection with an appeal from an order denying a petition to compel arbitration. The court found that the demurrer concerned the merits of the underlying action and, did not affect the order denying the petition to compel arbitration.
Appellants argue that the ruling on the demurrer and motion to strike may be reviewed as an "intermediate order" under section 1294.2. "But the ancillary jurisdiction conferred by section 1294.2 simply ensures that the appellant court can effectuate its ruling on an arbitration order, by permitting review of any other trial court decision affecting that specific order." (Westra v. Marcus & Millichap Real Estate Investment Brokerage Co., Inc. (2005) 129 Cal.App.4th 759, 769, italics added.) A related interlocutory order would be an order denying a stay. (See Berman v. Renart Sportswear Corp. (1963) 222 Cal.App.2d 385, 388; 9 Witkin, Cal Procedure, Appeal (5th ed 2008) § 141, p. 215.)
Section 1294.2 states in pertinent part: "Upon an appeal from any order or judgment under this title [governing arbitration], the court may review the decision and any intermediate ruling, proceeding, order or decision which involves the merits or necessarily affects the order or judgment appealed from, or which substantially affects the rights of a party."
The trial court's prior ruling on associational standing and preemption may not be reviewed in this appeal. Those issues are alleged as affirmative defenses in appellants' answer to the complaint. Requiring the parties to proceed to trial does not "substantially affect" appellants' rights. (§ 1294.2.) "Strong policy reasons underpin the one final judgment rule, and the guidelines for 'saving' appeals from nonappealable orders. The interests of clients, counsel, and the courts are best served by maintaining, to the extent possible, bright-line rules which distinguish between appealable and nonappealable orders." (Mid-Wilshire Associates v. O'Leary (1992) 7 Cal.App.4th 1450, 1455-1456, fn. omitted.)
The order denying the motion to compel arbitration is affirmed. The stay, which was imposed by this court on October 20, 2009, is vacated. Respondent is awarded costs on appeal.
We concur: GILBERT, P.J., COFFEE, J.