Peters v. Central Cal. Electronics
Filed 8/22/07 Peters v. Central Cal. Electronics CA5
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS
California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.
IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
FIFTH APPELLATE DISTRICT
JOHN M. PETERS, Plaintiff and Appellant, v. CENTRAL CALIFORNIA ELECTRONICS, INC., Defendant and Respondent. | F050187 (Super. Ct. No. 04 CE CG 03644) OPINION |
APPEAL from a judgment of the Superior Court of Fresno County. Mark W. Snauffer, Judge.
Wild, Carter & Tipton, Steven E. Paganetti, for Plaintiff and Appellant.
Doyle, Fike & Watson, David Douglas Doyle, for Defendant and Respondent.
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This case involves a transaction in which the owner of half the stock of a corporation sold the stock back to the corporation. The corporation financed the purchase with a promissory note, which was personally guaranteed by the owner of the other half of the stock. The guarantor pledged property of his own to secure his performance on the guarantee. The seller sued the corporation, claiming it should have taken steps to perfect, either by filing or by control, his security interest in the guarantors property. The trial court granted the corporations motion for summary judgment.
We affirm the judgment. The parties agreement did not require the corporation to do anything to perfect the sellers security interest in the guarantors property. In fact, the corporation could not have done anything toward this end, since it had no interest in the collateral in question, which belonged to the guarantor personally. Further, the trial court was not obligated to grant the sellers belated request to add the guarantor or the appointed pledgeholder as defendants.
A persistent confusion that seems to have bedeviled the parties in this case concerns the requirements of perfection via the filing of financing statements. Since the 1999 revision of division 9 of the California Uniform Commercial Code, financing statements are filed without the signature of the debtor. In other words, a secured creditor can and in the normal course of business does simply fill out and file a financing statement on its own, without the participation of the owner of the collateral. Therefore, that part of the sellers lawsuit that demanded execution of financing statements by another party was misconceived from the outset.
FACTUAL AND PROCEDURAL HISTORIES
Plaintiff John M. Peters owned half of the 2,000 shares of stock issued by defendant Central California Electronics, Inc. (CCE). Jay A. Johnson, who is not a party to this action, owned the other half. Peters entered into a Stock Redemption Agreement (SRA) with CCE to sell his stock back to the corporation, leaving Johnson as the sole shareholder. The purchase price was $1,360,659.
Under the SRA, CCE was to pay $300,000 cash and give Peters a promissory note for $1,060,659. CCE was to pay off the note in monthly installments over 10 years.
Upon payment of the $300,000 cash, the SRA required Peters to deliver the stock to attorney David A. Roberts, who would act as pledgeholder and disposing agent . Roberts would turn the stock over to CCE in yearly installments as the note was paid down. If CCE defaulted, Roberts was required to give the stock still in his hands back to Peters.
The SRA provided that Johnson, who was a signatory of that agreement in his personal capacity as well as his capacity as chief executive officer of CCE, would personally guarantee CCEs performance on the promissory note. It further provided that, pursuant to a Pledge Agreement (PA) to be executed at the same time, Johnson would pledge[] the assets set forth in the PA to ensure his performance under the personal guarantee .
The PA again named Roberts as Pledgeholder. It stated that Johnson hereby pledges to Pledgeholder, by depositing with Pledgeholder, that property and/or indicia of ownership of said property set forth in Exhibit 1, attached hereto and incorporated herein by this reference (collateral), which collateral is owned by Johnson. The purpose of the PA was to provide security for the personal guarantee given by Johnson in the SRA. In the event of CCEs default on the promissory note, Roberts was empowered to liquidate the collateral and apply the proceeds to the debt. The encumbrance on Johnsons property was to be reduced year by year as the promissory note was paid down. As the debt was paid, Roberts was to relinquish portions of the collateral to Johnson.
Although the PA states that it is entered into by and between Johnson and Roberts, its signatories are Johnson, Roberts, and Peters and his wife, Susan Peters. The trial court ruled that the SRA and PA must be interpreted as a single contract, a conclusion the parties have not challenged on appeal.
Nothing labeled Exhibit 1 and listing property pledged by Johnson appears in the appellate record. Instead, among the several copies of the PA included in the record, we find two different versions of a spreadsheet titled Pledge Account of Jay Johnson to Secure Loan. One of these is undated and was included in CCEs moving papers when it filed its motion for summary judgment on October 31, 2005. The assets it lists are equity in a house, an interest in a real estate partnership, the cash value of a life insurance policy, six certificates of deposit maintained at a credit union, and bonds held in a Smith Barney brokerage account. The total stated value of the collateral was $445,779.84. Notes on the spreadsheet stated that the real estate partnership would be later removed and replaced with other collateral, while the bonds did not yet exist in the full amount stated; promissory notes from an individual named Chris Johnson would stand in for a portion of the bonds for a period of six months.
The other version of the spreadsheet is dated May 17, 2004. (The PA and SRA were executed and became effective on May 31, 2003.) The items it listed were equity in the same house, the same life insurance policy, eight credit union certificates of deposit, and several categories of assets held in the Smith Barney account: stocks, bonds, mutual funds, certificates of deposit, and cash. The total stated value was $450,000. Copies of this version were attached to deposition transcripts dated September 28 and 29 and November 30, 2005.
In light of what we have just described, it is not possible to say exactly what collateral the parties had in mind when they executed the PA. The PA itself describes the collateral only by referring to Exhibit 1, and the SRA only by referring to the PA. The promissory note also refers to the PA, but contains no description of the collateral.
In 2004, Johnson executed in favor of Roberts a control agreement pertaining to the Smith Barney brokerage account. According to the agreement, the account is held by the Jay A. Johnson Trust. The agreement refers to Roberts as the secured party. The agreement states that the account holder has granted the secured party a security interest in the account, that the account holders rights to trade in the account are limited, and that the brokerage will follow the instructions of the secured party.
Peters has never claimed in this litigation that CCE defaulted on the promissory note. Instead, his complaint alleged that CCE breached the SRA and PA by failing to take steps to perfect his security interest in Johnsons property. The complaint names CCE and 50 fictitiously named persons as defendants. The gist of the complaint is contained in the following allegations:
On or about June 18, 2004[,] after several demands made by plaintiff Peters[,] defendants CCE and DOES 1-50 breached the terms of the written agreement by reason that defendants CCE and DOES 1-50 have failed and refused to obtain executed control agreements and UCC-1 finance statements for security property including seven certificate deposits of $10,000.00 and one certificate of deposit in the amount of $50,000.00 at Educational Employees Credit Union. Further, CCE and DOES 1-50 have failed to execute UCC-1 finance statements for [the following assets in Smith Barney account number 631-09613-10: $10,286.00 in stocks; $54,030.29 in mutual funds; $46,387.31 in cash; $14,997.90 in certificates of deposit; and $9,850.00 in bonds].
The assets listed correspond to some of those listed in the May 17, 2004, version of the Pledge Account of Jay Johnson to Secure Loan. The control agreement mentioned above was signed by Johnson on July 27, 2004, and by Roberts on August 3, 2004i.e., a few weeks after Peters allegedly asked for control agreements to be executed in favor of him. The complaint was filed on December 22, 2004.
The complaints one real cause of action was breach of contract, but it purported to set forth two, under the headings of specific performance and declaratory relief. Corresponding to these, the complaint prayed for two remedies: (1) an order directing CCE to execute UCC-1 finance statements for delivery to plaintiff for the assets in the Smith Barney account, and to obtain executed control agreements and execute UCC-1 finance statements for the eight credit union certificates of deposit; and (2) an order declaring that CCE was obligated to do those things.
CCE moved for summary judgment on October 31, 2005. CCE argued that the SRA and PA did not obligate any party to take any steps to perfect a security interest. CCE further argued that the security interest was in property owned by Johnson, not CCE, so only Johnson, or possibly Robertsneither of whom was named as a defendantcould provide the relief Peters sought. In his memorandum of points and authorities in opposition, Peters argued that the agreements did obligate CCE to perfect his security interest. It also stated that if this court were to determine Jay Johnson and/or Dave Roberts as a pledgeholder should be added as parties to this action [the court should] continue [CCEs motion] for the purpose of allowing these parties to be added .
The trial court granted the motion for summary judgment. Interpreting the SRA and the PA, it found no provision requiring CCE to provide UCC-1 financing statements or control agreements. The court rejected Peterss contention that parol evidence showed the agreements required this. It ruled that parol evidence could not support this interpretation because it was not an interpretation of which the agreements were reasonably susceptible. The agreements could not reasonably support this interpretation because CCE had no interest in Johnsons property and because, with respect to UCC-1 financing statements, there is no need to obtain the debtors signature before filing.
The trial court also denied Peterss request for a continuance, which it characterized as a belated request to amend to add Johnson and Roberts as parties. It concluded that neither Mr. Johnson nor Mr. Roberts are truly indispensable parties and that it could resolve the present controversy without prejudicing the rights of the absent parties.
DISCUSSION
Peters argues that the trial court erred in granting the motion for summary judgment. As we will explain, we agree with the trial courts ruling. The SRA and PA cannot reasonably be understood to require CCE to do anything to perfect Peterss security interest in Johnsons property, since CCE had no interest in that property. The SRA and PA also cannot be reasonably understood to require any debtor to file UCC-1 financing statements under any circumstances, since the law specifies that these are to be filed without the signature of the debtor. The trial court was not obliged to allow Peters to add Johnson or Roberts as defendants. Further, as we will explain, the question of whether the SRA and PA might be construed to require Johnson or Roberts to execute control agreements in favor of Peters was not answered by the trial court and we will express no opinion about it.
I. Summary judgment
We review de novo an order granting summary judgment. (Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 860.) We independently review the record and apply the same rules and standards as the trial court. (Zavala v. Arce (1997) 58 Cal.App.4th 915, 925.) The trial court must grant the motion if all the papers submitted show that there is no triable issue as to any material fact and that the moving party is entitled to a judgment as a matter of law. (Code Civ. Proc., 437c, subd. (c).) There is a triable issue of material fact if, and only if, the evidence would allow a reasonable trier of fact to find the underlying fact in favor of the party opposing the motion in accordance with the applicable standard of proof. (Aguilar v. Atlantic Richfield Co., supra, 25 Cal.4th at p. 850.) Further, our account of the facts is presented in the light most favorable to the nonmoving party below, in this case plaintiff, and assumes that, for purposes of our analysis, her version of all disputed facts is the correct one. (Sheffield v. Los AngelesCounty Dept. of Social Services (2003) 109 Cal.App.4th 153, 159.)
It is undisputed that the transaction at issue here, a sale of stock, is governed by the California Uniform Commercial Code. The parties proceed upon the assumption that the SRA and PA created a valid security interest under the California Uniform Commercial Code. Despite the possible difficulty we have referred to about the description of the collateral, we will assume the same.
The complaint refers to two methods of perfecting security interests: the filing of UCC-1 financing statements and the execution of control agreements. Filing of a financing statement is the most common method of perfecting a security interest under the California Uniform Commercial Code. (Cal. U. Com. Code, 9310,[1]subd. (a); 4 White & Summers, Uniform Commercial Code (5th ed. 2002) 31-10, p. 160.) A very wide variety of types of collateral can or must be perfected by filing, including most general intangibles,[2]most accounts[3](but not deposit accounts[4]), investment property,[5]and instruments.[6] (4 White & Summers, supra, 31-10, pp. 160-161.) Another method of perfection is control. A security interest in a deposit account can only be perfected by control, while a security interest in investment property may be perfected by control. ( 9314; 4 White & Summers, supra, 31-9, pp. 156-157.) A secured creditor can obtain control of a deposit account at a bank, for instance, by entering into a control agreement. This is a three-party agreement among the secured party, the debtor to whom the account belongs, and the bank, whereby the bank is directed to comply with instructions from the secured party without further authorization by the debtor. ( 9104, subd. (a)(2); 4 White & Summers, supra, 31-9, p. 157.)
It is impossible to determine from the appellate record which items of the collateral posted by Johnson are perfectible by which method. Part of the trouble arises from the lack of a stable description of the collateral in the documents the parties have placed in the appellate record. Did the parties intend to create a security interest in Johnsons Smith Barney account, or in the specific assets held in the account? If the latter, which assets? A security interest in the brokerage account would be perfectible by filing, as would one in stocks or bonds, but one in cash or certificates of deposit might not be.
Another part of the trouble arises from a lack of specific information in the record about the certificates of deposit, those at the credit union as well as those in the brokerage account. Whether a security interest in a certificate of deposit is perfectible by filing or by control turns out to be a complex question. A certificate of deposit is perfectible only by control if it is a deposit account, but it is not a deposit account if it is an account evidenced by an instrument, in which case it cannot be perfected by control and would instead be perfected by filing. ( 9102, subd. (a)(29); 9314.) This in turn depends on such questions as whether the certificate of deposit is certificated or uncertificated, negotiable or nonnegotiable:
[A]n uncertificated certificate of deposit would be a deposit account (assuming there is no writing evidencing the banks obligation to pay) whereas a nonnegotiable certificate of deposit would be a deposit account only if it is not an instrument as defined in this section (a question that turns on whether the nonnegotiable certificate of deposit is of a type that in ordinary course of business is transferred by delivery with any necessary indorsement or assignment.)
A deposit account evidenced by an instrument is subject to the rules applicable to instruments generally. As a consequence, a security interest in such an instrument cannot be perfected by control (see Section 9-104), and the special priority rules applicable to deposit accounts (see Sections 9-327 and 9-340) do not apply. (Cal. U. Com. Code com. 12, 23 B pt. 2 Wests Ann. Com. Code (2002 ed.) foll. 9102, pp. 83-84.)
We need not, however, settle the question of which method applies to which asset. It will suffice to assume, as the parties do, that one method or the other would be effective for each item of the collateral at issue here.
Peters argues that there was a triable question whether the SRA and PA required CCE to perfect his security interest in Johnsons property. The agreements contain no express references to perfecting the security interest. In the trial court, Peters relied on paragraph 25(b) of the SRA, which reads as follows:
Remedies Cumulative. The remedies set forth above are cumulative and not exclusive, and nothing herein stated shall preclude Seller from exercising any and all remedies granted Seller herein or under the California Uniform Commercial Code as amended from time-to-time, except where in conflict with this Agreement.
The trial court was undoubtedly correct when it ruled that, because methods of perfecting security interests are not remedies, this provision has nothing to do with Peterss claims in this case. It stated that paragraph 25(b) speaks to remedies, and neither a control agreement or a financing statement are a remedy[;] they are instead means to perfect and/or protect plaintiffs security interest in property pledged by Jay Johnson individually as a guarantor of defendant corporations obligations .
On appeal, Peters relies on the following sentence in paragraph 19 of the PA: The rights, powers and remedies given to Pledgeholder by virtue of this Agreement shall be in addition to all rights, powers and remedies given to Pledgeholder by virtue of any statute or rule of law. He also mentions paragraph 1(e) of the PA, which provided that, in the event of default, the pledgeholder could transfer the collateral to the pledgeholders name. After citing these provisions, Peterss brief makes no attempt to explain what they have to do with forcing CCE to perfect Peterss security interest in Johnsons property. We do not see their relevance.
Peters contends that, even if the express terms of the SRA and PA do not require CCE to file financing statements or execute control agreements to perfect Peterss security interest in Johnsons property, parol evidence shows that this was the parties intent. Among other things, he relies on his own deposition testimony that he had a conversation with Roberts before the agreements were executed in which Roberts said steps would be taken to perfect the security interest and give Peters priority over other creditors.
A court may consider extrinsic or parol evidence as an aid in interpreting a written contract only if the written contract is reasonably susceptible of the meaning in support of which the extrinsic or parol evidence is proffered. (Producers Dairy Delivery Co. v. Sentry Ins. Co. (1986) 41 Cal.3d 903, 913; see also Pacific Gas & E. Co. v. G. W. Thomas Drayage Etc. Co. (1968) 69 Cal.2d 33, 37.)
The SRA and PA are not reasonably susceptible of an interpretation according to which they compel CCE to take any steps to perfect or help perfect Peterss security interest in Johnsons property by filing or control. We consider perfection by filing first. It is accomplished by filing a financing statement in the office of the Secretary of State. ( 9501, subd. (a)(2).) The financing statement is sufficient if it names the debtor and the secured party or the secured partys representative and indicates the collateral covered. ( 9502, subd. (a).) There is no requirement that the financing statement be signed by the debtor. The debtors signature was required by previous versions of the statute, but the 1999 revision of division 9 of the California Uniform Commercial Code eliminated this requirement. (4 White & Summers, supra, 31-11, pp. 165-166.) The 1999 revision became effective on July 1, 2001, before any of the relevant events in this case. ( 9701.) CCE is a debtor in this case, so no participation or cooperation on its part was needed for perfection by filing. Further, CCE is not even the relevant debtor, since the collateral belonged to Johnson and CCE had no interest in it. (See 9102, subd. (a)(28) [debtor is person having interest in collateral].) For these reasons, to interpret the SRA and PA as requiring CCE to (as Peters has variously put it) execute, obtain executed, or file financing statements would make no sense. In the normal course of business, the secured creditor simply fills out and files the statement himself. The debtor need not be involved at all.
The trial court explained this in its order. It stated, [W]ith respect to the UCC-1 financing statements, there is no requirement that the debtor (who in this case is not a party to the action) is required to sign a financing statement. ([Cal. ]U. Com. Code, 9502, subd. (a).) Even after this, however, Peterss counsel did not accept it. In his opening brief, counsel quotes this sentence and interprets it as a conclusion about the parties contract: In making this determination, the Court failed to consider [parol] evidence which was consistent with [Peterss] position, [that] the terms of the SRA and PA inherently required Johnson to file a UCC-1 Financing Statement . The courts statement, of course, meant that the statute contemplates the filing of financing statements without debtors signatures, so a contract term requiring a debtor to execute one would be nonsensical.
Peterss counsels misunderstanding is also expressed in his reply brief. As an alternative to reversing the summary judgment, the reply brief asks this court to enter an Order [declaring that] Plaintiff Peters is allowed to file a UCC-1 Financing Statement on his own regarding any assets pledged under the PA. That a debtors signature is not needed on a financing statement is indisputable; it is perfectly clear in the statute. A declaration to this effect by the court is entirely unnecessary. It would also be inappropriate; Peters did not request this relief in the complaint or at any other point in this litigation prior to his reply brief, which is far too late. We hope, however, that the point will now have been made sufficiently clear that the statute renders any declaration on this point unnecessary.
Peterss reply brief further says that if this court does not reverse the summary judgment or make the declaration just discussed, it should remand the case to the trial court to determine whether the order granting summary judgment has any effect on issues relating to whether or not Appellant Peters has the right to file a UCC-1 Financing Statement under the terms of the SRA and PA or whether or not Johnson and/or Roberts have the obligation to file a UCC-1 Financing Statement under the SRA and PA. Again, there is no need for a court to make any pronouncement about this. Assuming that a valid security interest in Johnsons property, securing Johnsons guarantee, has been created in Peterss favor and that Peters is therefore a secured party with respect to this property (none of which questions are before us), section 9502, subdivision (a), means he can file an effective financing statement without any debtors signature; any obligation on the part of any debtor to sign a financing statement would be nonsensical. This is a matter of statute and has nothing to do with the interpretation of the parties contract.
We turn to perfection by control. A control agreement for a deposit account requires the signatures of the secured party, the debtor, and the bank. ( 9104, subd. (a)(2).) CCE, the only defendant in this case, is none of these things. The debtor is the person to whom the collateral belongs, in this case Johnson. ( 9102, subd. (a)(28).) (The question of whether Roberts, by virtue of his powers under the PA, could sign a control agreement in Johnsons stead is not before us.) As the principal debtor in the transaction, CCE plainly is not the secured creditor. It is also, of course, not the bank. The trial court could not have ordered CCE to execute a control agreement pertaining to the collateral posted by Johnson because it cannot, as a matter of law, be a party to such an agreement. For this reason, the SRA and PA were not reasonably susceptible of an interpretation requiring CCE to do this.
II. Amendment to add parties
This brings us to the question of whether the trial court should have granted Peterss request for a continuance to add Johnson and Roberts as defendants. We have stated that the SRA and PA cannot reasonably be interpreted to mean that any debtor is obligated to sign a financing statement because the law makes that superfluous; we have also held that the SRA and PA cannot reasonably be interpreted to mean that CCE is obligated to execute a control agreement because CCE does not own the collateral. However, can the parties contract reasonably be interpreted to mean that either Johnson or Roberts is obligated to execute a control agreement, and should parol evidence therefore be considered in determining whether it does mean that? This question could have been put before the court if Johnson and Roberts had been defendants, so the question of whether Peters should have been allowed to add them as defendants is important.
The court was required to order joinder of Johnson and Roberts if they were indispensable parties under Code of Civil Procedure section 389. A party is indispensable if (1) in his absence complete relief cannot be accorded among those already parties or (2) he claims an interest relating to the subject of the action and is so situated that the disposition of the action in his absence may (i) as a practical matter impair or impede his ability to protect that interest or (ii) leave any of the persons already parties subject to a substantial risk of incurring double, multiple, or otherwise inconsistent obligations by reason of his claimed interest. (Code Civ. Proc., 389, subd. (a).)
None of these criteria are satisfied here. The absence of Johnson and Roberts did not preclude complete relief among those already parties because Peters was not entitled to any relief upon his claims against the defendant who was already a party. Further, Johnson and Roberts did not claim[] an interest relating to the subject matter of the action, and even if they had, the judgment against Peters would not have impaired their ability to protect their interests. Finally, no party was put at risk of double, multiple or otherwise inconsistent obligations . There may be subsequent litigation between Peters and Johnson or Roberts, but the judgment in this case cannot be inconsistent with future judgments in such litigation because the trial court stated conclusions only about the obligations of CCE, not those of Johnson or Roberts (except the conclusion that no debtor is obligated to sign a financing statement, which is merely a recitation of a statute).
Peters claims there is a need for a remand to obtain clarification about the implications of the trial courts order for Johnson and Roberts. He refers to confusion in view of conflicting statements by the Court [that] it can [decide] the Motion without affecting the rights of Johnson and then stating [that] the PA did not require Johnson to obtain a Control Agreement. He argues that the trial court should be ordered to provide a specific determination regarding whether or not the order on Summary Judgment regarding obligations under the SRA and PA pertain only to respondent CCE or also to Johnson or Roberts. Peters has not cited any particular statements in the order that he finds confusing or conflicting, however, and we see none ourselves. To the contrary, the order is clear in confining its ruling to the obligations of the only named defendant, CCE. The essence of the courts holding is contained in the following sentence in the order:
[T]he court finds that neither the language of the contract, nor the intentions of the parties, at the time the contract was formed, contemplated a duty or obligation on behalf of defendant corporation to provide plaintiff with either UCC-1 financing statements or control agreements as to the assets pledged by Jay Johnson as a guarantee of the debt owed by defendant corporation to plaintiff. (Italics added.)
Our review of the transcript of the hearing on the motion for summary judgment disclosed one contrary indication. The court had given the parties a tentative ruling, which it later adopted as its ruling. The court and Peterss counsel had the following discussion:
MR. PAGANETTI: Your Honor, before I start, I had a couple of questions regarding the tentative
THE COURT: Sure.
MR. PAGANETTI: to help me focus my argument. I need a clarification. In this ruling, does that include a finding that Jay Johnson as the guarantor and pledger and Dave Roberts as pledgeholder under the stock redemption agreement or the pledge agreement do not have an obligation to obtain UCC-1s or control agreements?
THE COURT: I would have to say yes, I think thats right.
MR. PAGANETTI: Was that part of your ruling?
THE COURT: Uh-huh.
MR. PAGANETTI: Thank you. That helps quite a bit.
The courts written order implicitly included a ruling that Johnson and Roberts were not obligated to execute financing statements because debtors signatures are not needed on financing statements. Nothing in the order, however, states or implies anything about Johnsons or Robertss obligations with respect to control agreements. As the quotation above indicates, the order appears to take care to limit its effects to the defendant corporation. To resolve the ambiguity arising from the apparent conflict between the courts written order and its oral comments, we will construe its judgment as leaving open the question of whether Johnson or Roberts have any obligations regarding control agreements. (See In re Jennifer G. (1990) 221 Cal.App.3d 752, 756, fn. 1 [To the extent that the courts oral pronouncement differed from its written order, the written order controls].) This construction of the judgment avoids any problem regarding effects of the judgment on obligations of persons not made parties to the action.
Peters had no triable claim against CCE and the court acted within its discretion in denying his request for leave to add Johnson and Roberts as parties. We express no opinion, and construe the trial courts judgment as expressing none, about whether the SRA and PA were reasonably susceptible of an interpretation requiring Johnson or Roberts to execute control agreements in favor of Peters.
DISPOSITION
The judgment is affirmed. Defendant shall recover its costs on appeal.
_____________________
Wiseman, J.
WE CONCUR:
_____________________
Vartabedian, Acting P.J.
_____________________
Gomes, J.
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[1]Subsequent statutory references are to the California Uniform Commercial Code.
[2]Section 9102, subdivision (a)(42).
[3]Section 9102, subdivision (a)(2).
[4]Section 9102, subdivision (a)(29).
[5]Section 9102, subdivision (a)(49).
