Mathews v. Dun

Filed 1/10/07  Mathews v. Dun CA1/2

NOT TO BE PUBLISHED IN OFFICIAL REPORTS

California Rules of Court, rule 977(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 977(b).  This opinion has not been certified for publication or ordered published for purposes of rule 977.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

FIRST APPELLATE DISTRICT

DIVISION TWO

            Plaintiff Kenneth Mathews appeals from the trial court's judgment after a bench trial in his dispute with defendant David Dun, the administrator of the estate of Francis Mathews, plaintiff's deceased father and former law partner.  We affirm the trial court's judgment in its entirety. 

BACKGROUND

            Plaintiff dissolved his Eureka, California law partnership with his father, Mathews, in 1991 after Mathews invited another person, Kluck, to join the partnership.  Mathews died in June 2000.  Plaintiff filed this action in June 2001 because, among other things, he had not obtained a satisfactory accounting or sufficient payment for his interest in the partnership during the years between the partnership's dissolution and his father's death.

            In his second amended complaint,[1] plaintiff alleged, among other things, that Mathews repeatedly told him that he would perform an accounting and pay over half of the partnership profits and assets to him, but had failed to do so, and alleged for the first time that he had agreed not to file an immediate lawsuit in consideration for Mathews's promises.  Plaintiff pled causes of action for an accounting and breach of partnership agreement; for certain rent due for Mathews's leasing of property located at 100 M Street in Eureka, California, in which plaintiff, Mathews, and plaintiff's brother, Francis Mathews, Jr. (Mathews, Jr.) each held a one-third interest; for conversion of certain personal property by Mathews, Jr. to his use while conducting estate business; and for a rent deposit he had paid to Mathews, Jr. while he was the estate's administrator.

            A bench trial was subsequently held.  Defendant contested plaintiff's claims, asserting, among other things, that plaintiff's accounting/breach of partnership agreement and rent due causes of action were barred by the applicable statutes of limitation, that plaintiff's conversion claim was without merit, and conceding only that plaintiff was technically entitled to his $500 rent deposit.

            Plaintiff claimed that the statute of limitations bar did not apply because of Mathews's agreements with, and representations to plaintiff over the years.  He relied heavily on his own testimony about Mathews's oral agreements and representations to him, and introduced numerous documents which purportedly showed that Mathews had promised to conduct an accounting and pay him half of the partnership's profits and assets, and to pay certain rent due on 100 M Street for the period from January 1, 1991 to November 30, 1993.  Defendant contended that no such agreements or representations were made, and that none of the documents evidenced such things.

            In his posttrial brief, plaintiff sought over $360,000 in settlement of the partnership's affairs; over $4,000 in damages for conversion of his personal property;  over $62,000 in rent and interest for rent due on 100 M Street; and return of his deposit of $500, plus interest and a statutory penalty. 

            The trial court subsequently issued a memorandum of decision, in which it agreed with defendant that plaintiff's accounting/breach of partnership agreement and rent due causes of action were barred by the statute of limitations, and that plaintiff's conversion claim was without merit.  The court awarded plaintiff $500, plus interest and a $1,000 statutory penalty, on his return of deposit claim. 

            Plaintiff subsequently proposed that the trial court issue a statement of decision in his favor.  The trial court instead adopted defendant's proposed statement of decision and judgment.  This timely appeal followed. 

DISCUSSION

             Plaintiff argues the following issues on appeal as bases for reversal:  (1) The trial court failed to issue an adequate statement of decision; (2) the statute of limitations does not bar plaintiff's accounting/breach of partnership agreement or rent due causes of action for a variety of reasons; and (3) plaintiff was entitled to a judgment below on the merits of his causes of action for accounting/breach of partnership agreement, rent due, and conversion.  We address these issues one at a time below.

            I.  The Trial Court's Statement of Decision is Not a Basis for Reversal

            Plaintiff argues as a ground for reversal that the trial court did not refer to a material controverted issue in its statement of decision, namely plaintiff's argument that defendant was equitably estopped from relying on a statute of limitations defense because of Mathews's purported representations that he would provide a complete accounting to plaintiff before Mathews's death.  The court did not refer to plaintiff's equitable estoppel argument in its statement of decision.  However, the trial court's omission was not prejudicial because of its determination with regard to other arguments of all of the factual issues plaintiff contended in support of his equitable estoppel argument.

A.  Plaintiff's Contentions Below

            In his pretrial brief, plaintiff argued his accounting/breach of partnership agreement claim was not barred by the applicable statute of limitations for three separate reasons, these being:  (1) the parties had an agreement to complete the accounting at a later date, when the partnership affairs were wound up, if plaintiff would refrain from timely filing a lawsuit against him; (2) even if no agreement was made, defendant was estopped from asserting the statute because of Mathews's representations that the accounting would be completed at that later date;[2] and (3) Mathews's representations about the accounting amounted to a conditional promise, in that Mathews conditioned his promise to complete an accounting when he was able.  These arguments were based on the same purported representations by Mathews, although they differed over the legal significance of those representations.

            Plaintiff subsequently testified that Mathews orally made these various representations and assurances to provide a complete account for the affairs of the partnership and pay half its assets to him but he did not provide any writings which stated such an agreement.[3] 

            In his posttrial brief,[4] plaintiff did not expressly refer to his equitable estoppel argument or identify specific evidence in support of it, instead incorporating by reference his pretrial brief in its entirety.

B.  The Court's Statement of Decision

            The trial court issued a memorandum of decision in which it ruled almost entirely in defendant's favor.  The court found the applicable statute of limitations barred plaintiff's accounting/breach of partnership agreement cause of action, but did not expressly refer to plaintiff's equitable estoppel argument. 

            The parties then submitted proposed statements of decision.  Plaintiff submitted a 25-page proposed statement of decision which was contrary to the court's findings in many respects, and called for findings about equitable estoppel along the lines of his pretrial arguments.  Plaintiff also filed 14 pages of objections to defendant's proposed statement of decision, including the ground that the court had not resolved the controverted equitable estoppel issue.[5] 

            The court adopted defendant's proposed statement of decision.  Among other things, the court rejected plaintiff's accounting/breach of partnership agreement claim as barred by the statute of limitations.[6]  The court expressly stated that â€