Filed 2/17/21 Kroul v. WS Investment Property LLC CA2/3

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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 This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.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

SECOND APPELLATE DISTRICT

DIVISION THREE

APPEALS from judgments of the Superior Court of Los Angeles County, Robert S. Draper, Judge. Affirmed.

Radka Kroul, in pro. per., for Plaintiff and Appellant.

Josef Kroul, in pro. per., for Plaintiff and Appellant.

Chuck & Tsoong, Stephen C. Chuck and Victoria J. Tsoong for Defendant and Respondent.

_________________________

INTRODUCTION

In this consolidated appeal, Radka and Josef Kroul[1] (plaintiffs) appeal from judgments of dismissal entered in favor of WS Investment Property LLC (WS) after the trial court sustained its demurrers without leave to amend to their two practically identical complaints. Plaintiffs’ claims arise out of the foreclosure of three adjoining properties they owned—their house was located on one and the other two were adjoining vacant lots. Their claims relate to the two adjoining lots. We agree with the trial court and conclude plaintiffs’ claims are barred by the doctrine of collateral estoppel. To the extent the doctrine does not apply, they also are time-barred. We affirm.

FACTS AND PROCEDURAL BACKGROUND

Consistent with the applicable standard of review, we draw our statement of facts from the allegations in plaintiffs’ complaints,[2] and matters properly subject to judicial notice.[3] (Schifando v. City of Los Angeles (2003) 31 Cal.4th 1074, 1081 (Schifando).) “[W]e treat as true all material facts properly pleaded, but not contentions, deductions or conclusions of fact or law.” (Freeman v. San Diego Assn. of Realtors (1999) 77 Cal.App.4th 171, 178, fn. 3.)

1. The properties and deed of trust

Plaintiffs allege Radka acquired through a single grant deed recorded on April 29, 2005,[4] three different properties with three addresses “all . . . fenced together”: a house located at 901 Isabel St., Los Angeles, CA 90065 and two adjacent lots, located at 911 N. Isabel St. and 3513 N. Thorpe St. The 2005 grant deed describes the property conveyed as:

“Parcel 1: Lots 4, 5 and 6 of Tract No. 2952, in the City of Los Angeles, County of Los Angeles, State of California, as per map recorded in Book 36, Page(s) 51, of Maps, in the office of the County Recorder of said County. [¶] Parcel 2: Lot 186 of Grandview Terrace, in the City of Los Angeles, County of Los Angeles, State of California, as per map recorded in Book 7 Page 18 of Maps, in the Office of the County Recorder of said County.”[5]

According to the complaints, the street addresses for lots 6 and 186 are 911 N. Isabel St. (911 Isabel) and 3513 N. Thorpe St. (3513 Thorpe), respectively (collectively, the adjoining lots). We thus can infer the house at 901 Isabel St. comprises lots 4 and 5 (the house or 901 Isabel). Radka took title to the described real property as her separate property, as a married woman.

To complete the purchase, Radka obtained a loan from Washington Mutual Bank, FA (Washington Mutual) in the amount of $900,000 secured by a deed of trust, dated April 15, 2005 and recorded on April 29, 2005. Plaintiffs allege they financed the purchase of the house with the $900,000 loan, but owned the two adjoining lots “free and clear” having paid $314,000 cash for them.

The deed of trust secures repayment of the loan with the property described in the attached “Exhibit ‘A,’ ” and “which currently has the address of 901 Isabel Street, Los Angeles, California 90065.” Exhibit A bears the identical legal description of Parcels 1 and 2 as provided in the 2005 grant deed.

Plaintiffs allege the deed of trust encumbered 901 Isabel only, the adjoining lots at 911 Isabel (lot 6) and 3513 Thorpe (lot 186) were never the subject “of any loan,” and “[n]o security instrument was ever recorded on” those properties. They also seem to allege the title company provided the “wrong attachment” to the deed of trust, presumably referring to its attached Exhibit A that includes the legal description of all three properties.[6]

The Kroul complaint alleges Radka “sold” by grant deed the property at 3513 Thorpe to herself and Josef as joint tenants on October 4, 2006 (2006 grant deed). The recorded grant deed describes the property conveyed as:

“Parcel 1[:] Lot 186 of Grandview Terrace No. 2952, in the City of Los Angeles, County of Los Angeles, State of California as per map recorded in Book 36, Page(s) 51 of Map, in the Office of the County Recorder of said County[.] [¶] Parcel 2: Lot 186 of Grandview Terrace in the City of Los Angeles, County of Los Angeles, State of California, as per map recorded in Book 7 Page 18 of Maps, in the Office of the County Recorder of said County Property Address: 901 Isbela [sic] Street, Los Angeles C[A] 90065[.] [¶] APN# 542-002-001.”[7]

2. The foreclosure

Appellants allege Washington Mutual foreclosed on the house on March 25, 2008, making it “a REO owned by Washington Mutual.” Although plaintiffs’ opposition to defendant’s demurrer included a trustee’s deed upon sale, recorded March 25, 2008, conveying the property legally described in the deed of trust and 2005 grant deed to Washington Mutual, they also submitted a notice of rescission of trustee’s deed upon sale, recorded April 23, 2009, rescinding that sale and deed.[8] The conveyance of the legally described property to Washington Mutual thus was canceled.

On March 26, 2010, JP Morgan Chase Bank, National Association (Chase), as the successor in interest to Washington Mutual,[9] assigned the deed of trust to Deutsche Bank National Trust Company, as trustee for WaMu Mortgage Pass-Through Certificates Series 2005-AR11-Trust (Deutsche). The assignment was recorded on March 29, 2010.

A second notice of default and election to sell under deed of trust was recorded on March 29, 2010. It refers to the recorded deed of trust and references 901 Isabel as the “situs” and APN 5452-002-001. On June 30, 2010, a notice of trustee’s sale was recorded. The notice lists the “[s]treet address and other common designation of the real property” as “901 Isabel Street[,] Los Angeles, CA 90065[,] APN Number: 5452-002-001.” The legal description of the property mirrors that in the deed of trust and 2005 grant deed.

On December 6, 2010, an assignment of deed of trust, dated November 23, 2010, again assigning the deed of trust from Chase to Deutsche was recorded. Deutsche then purchased the property at the foreclosure sale on May 9, 2011, and the trustee’s deed upon sale was recorded on May 16, 2011. The 2011 trustee’s deed conveys to Deutsche the real property comprised of Parcels 1 and 2 with a legal description identical to that in the deed of trust and 2005 grant deed. It lists the “[s]itus” as “901 Isabel Street” and refers to APN 5452-002-001.

Deutsche filed a successful unlawful detainer action against Radka and all unknown occupants at 901 Isabel Street in Los Angeles Superior Court, case number 12U06287, obtaining a judgment on January 22, 2013, and a writ of possession of the property—described as 901 Isabel Street—on January 25, 2013.

3. The stipulated judgment

On March 28, 2013, plaintiffs “caused to be recorded” an “unauthorized” notice of rescission of trustee’s deed upon sale purporting to rescind the 2011 trustee’s deed and return the property to plaintiffs. Deutsche sued plaintiffs and others in Los Angeles Superior Court, case number BC562901, to cancel the unauthorized rescission and “remove any cloud from [its] title to the Property.” The unauthorized rescission is not part of the appellate record.

Deutsche and plaintiffs entered into a stipulation for judgment that the court in case BC562901 approved. The stipulated judgment, filed June 3, 2016 and recorded June 17, 2016, states it “pertains to the real property commonly known as 901 Isabel Street, Los Angeles, California 90065, APN 5452-002-001 (‘Property’) and legally described as” Parcels 1 and 2. The legal description matches that in the 2005 grant deed, deed of trust, and 2011 trustee’s deed.

The stipulated judgment declares the unauthorized recission void, declares the 2011 trustee’s deed “remains a valid recorded instrument in the chain of title to the Property as of the date it was first recorded,” quiets title to the Property to Deutsche and provides Deutsche “holds sole legal title to the Property as of the May 9, 2011 trustee’s sale as reflected in the [2011 trustee’s deed],” and declares the “Krouls have no interests and/or rights to the Property.”

On February 26, 2018, the court in case BC562901 heard plaintiffs’ motion to vacate the stipulated judgment. The court denied the motion “in its entirety” on March 13, 2018. Only the order is in the appellate record.

On September 14, 2018, WS purchased the property from Deutsche. The grant deed, recorded on September 28, 2018, describes the property conveyed by the same legal description included in the 2005 grant deed, deed of trust, 2011 trustee’s deed, and stipulated judgment. It also references three APNs: 5452-002-001, 5452-002-002, and 5452-002-006. It does not refer to any street addresses.

4. Plaintiffs’ complaints relating to the two adjoining lots

On September 24, 2018, Radka and Josef jointly filed a complaint (Kroul complaint), and on September 27, 2018, Radka filed an almost identical complaint (Radka complaint), against WS’s predecessors, ultimately serving WS,[10] for lack of standing to foreclose, fraud in the concealment and in the inducement, intentional infliction of emotional distress, quiet title, slander of title, declaratory relief, violations of TILA [Truth in Lending Act, 15 U.S.C. § 1600 et seq.], violations of RESPA [Real Estate Settlement Procedures Act, 12 U.S.C. § 2601 et seq.], and rescission. The Kroul complaint relates to the real property located at 3513 Thorpe, and the Radka complaint relates to the real property located at 911 Isabel.

Plaintiffs’ complaints generally “dispute the title and ownership” of the two adjoining lots. They allege the promissory note on the loan and deed of trust were “unlawfully sold, assigned and/or transferred,” and the defendants cannot perfect and have not perfected any claim of title or security interest in the properties located at 911 Isabel and 3513 Thorpe. They allege those properties were never subject to any loan, no security instrument was ever recorded as to those properties, and no mandatory foreclosure documents were recorded on those properties. They also allege the 2006 grant deed’s conveyance of the property at 3513 Thorpe to Radka and Josef as joint tenants eliminated “any possible claims” of Washington Mutual or its successors. (Capitalization omitted.) Finally, plaintiffs allege defendants defrauded them, committed intentional infliction of emotional distress, and violated TILA and RESPA when defendants securitized plaintiffs’ loan, and misrepresented that they “were entitled to exercise the power of sale provision in the [d]eed of [t]rust.”

5. WS’s demurrers and the trial court’s ruling

The complaints were assigned separate case numbers, but were related to each other and cross-referenced with case BC562901. WS demurred to both complaints. Chase and MERS also filed demurrers. WS demurred on several grounds, including that plaintiffs’ complaints were entirely barred by the doctrines of res judicata and collateral estoppel.[11]

On April 8, 2019, the trial court held a hearing on the demurrers to both complaints. It concluded plaintiffs’ claims against WS were “entirely foreclosed by the stipulated judgment entered” in case BC562901 based on “both the doctrines of judicial and collateral estoppel.” The trial court concluded plaintiffs had “admitted in a prior stipulated judgment that they hold no legal interest in the properties that are the subject of this action.” It noted the stipulated judgment stated it pertained to “Parcels 1 and 2, described in” the 2011 trustee’s deed, and plaintiffs “agreed that they had no interest in the property described and that the property belonged solely to Deutsche . . . per the [2011 trustee’s deed].”

The court reasoned that “[b]ecause each of [p]laintiffs’ claims depends upon an alleged interest in the subject property, none of the claims in the [c]omplaint[s] can survive this defect.” The trial court acknowledged plaintiffs’ contention that the stipulated judgment pertained only to the property at 901 Isabel Street and that the other two properties were subject to no security interest “even though [their] legal description existed in the grant deed, deed of trust, trustee’s deed upon sale, and the stipulated judgment.” The court rejected plaintiffs’ contention, however, finding they offered “no reason why this discrepancy furnishes a basis for effectively dismissing the prior stipulated judgment when it encompasses the same property legally described in the present complaints.”

The trial court sustained WS’s demurrers without leave to amend. The judgments of dismissal as to the Kroul and Radka complaints were filed August 12 and 16, 2019, respectively. Plaintiffs timely filed separate appeals from the judgments dismissing each complaint as to WS.[12] On WS’s motion, we consolidated the appeals—appellate case numbers B301048 (Radka complaint) and B301122 (Kroul complaint)—under number B301048 for purposes of briefing, oral argument, and decision.

DISCUSSION

Although plaintiffs’ briefs are difficult to follow, the thrust of their argument and allegations is that the deed of trust encumbered only one of the three adjoining properties Radka purchased in 2005—the portion of Parcel 1 comprising the house at 901 Isabel. Thus, they argue, WS’s predecessors, Deutsche and co-defendants, wrongfully foreclosed on the adjoining properties at 911 Isabel and 3513 Thorpe (Lot 6 of Parcel 1 and Parcel 2 (Lot 186)) and thus did not have the ability to convey them to WS. As a result, plaintiffs contend the stipulated judgment could relate only to the property at 901 Isabel because the 2011 trustee’s deed and the unauthorized rescission that the stipulated judgment voided concerned 901 Isabel alone and were recorded only on that property.

1. Standards of review

We review de novo a judgment dismissing a complaint after the granting of a demurrer without leave to amend, assuming the truth of the complaint’s properly pleaded or implied factual allegations, “ ‘but not contentions, deductions or conclusions of fact or law.’ ” (Blank v. Kirwan (1985) 39 Cal.3d 311, 318; Schifando, supra, 31 Cal.4th at p. 1081.) We determine if the alleged facts are “sufficient to state a cause of action under any legal theory.” (T.H. v. Novartis Pharmaceuticals Corp. (2017) 4 Cal.5th 145, 162.) “In making this determination, we also consider facts of which the trial court properly took judicial notice. [Citation.] Indeed, a demurrer may be sustained where judicially noticeable facts render the pleading defective [citation], and allegations in the pleading may be disregarded if they are contrary to facts judicially noticed.” (Scott v. JPMorgan Chase Bank, N.A. (2013) 214 Cal.App.4th 743, 751–752.)

When a demurrer is sustained without leave to amend, we review the denial of leave to amend for abuse of discretion. (Schifando, supra, 31 Cal.4th at p. 1081.) “[W]e must decide whether there is a reasonable possibility the plaintiff could cure the defect with an amendment. [Citation.] If we find that an amendment could cure the defect, we conclude the trial court abused its discretion and we reverse; if not, no abuse of discretion has occurred.” (Ibid.) “The burden of proving such reasonable possibility is squarely on the plaintiff.” (Blank v. Kirwan, supra, 39 Cal.3d at p. 318.) Neither the trial court nor this court will rewrite the complaint. (Gould v. Maryland Sound Industries, Inc. (1995) 31 Cal.App.4th 1137, 1153 (Gould).)

While we are mindful plaintiffs are representing themselves, they “[are] to be treated like any other party and [are] entitled to the same, but no greater consideration than other litigants and attorneys.” (Barton v. New United Motor Manufacturing, Inc. (1996) 43 Cal.App.4th 1200, 1210.) They thus are bound to follow the most fundamental rule of appellate review: the judgment or order challenged on appeal is presumed to be correct, and “it is the appellant’s burden to affirmatively demonstrate error.” (People v. Sanghera (2006) 139 Cal.App.4th 1567, 1573.) “All intendments and presumptions are indulged to support it on matters as to which the record is silent, and error must be affirmatively shown.” (Denham v. Superior Court (1970) 2 Cal.3d 557, 564 (Denham).) “ ‘In order to demonstrate error, an appellant must supply the reviewing court with some cogent argument supported by legal analysis and citation to the record.’ ” (United Grand Corp. v. Malibu Hillbillies, LLC (2019) 36 Cal.App.5th 142, 146 (Malibu Hillbillies).) “We may and do ‘disregard conclusory arguments that are not supported by pertinent legal authority or fail to disclose the reasoning by which [plaintiffs] reached the conclusions [they] want[ ] us to adopt.’ ” (Id. at p. 153.) “ ‘Failure to provide an adequate record on an issue requires that the issue be resolved against [the] appellant.’ ” (Hotels Nevada, LLC v. L.A. Pacific Center, Inc. (2012) 203 Cal.App.4th 336, 348.)

Even though the trial court’s orders sustaining WS’s demurrers are subject to this court’s de novo review, the standard of review does not relieve plaintiffs of this burden to demonstrate prejudicial error. (Bains v. Moores (2009) 172 Cal.App.4th 445, 455.)

2. Collateral estoppel

Our Supreme Court has described the doctrine of res judicata as comprising of “two separate ‘aspects’ ”: “claim preclusion”[13] and “issue preclusion.” (DKN Holdings LLC v. Faerber (2015) 61 Cal.4th 813, 823–824 (Faerber).) “Issue preclusion, the ‘ “ ‘secondary aspect’ ” ’ historically called collateral estoppel, describes the bar on relitigating issues that were argued and decided in the first suit.” (Id. at p. 824.) Collateral estoppel or “[i]ssue preclusion prohibits the relitigation of issues argued and decided in a previous case, even if the second suit raises different causes of action. [Citation.] Under issue preclusion, the prior judgment conclusively resolves an issue actually litigated and determined in the first action.” (Ibid.)

Collateral estoppel may be “asserted only against a party to the first lawsuit, or one in privity with a party.” (Faerber, supra, 61 Cal.4th at p. 824.) In short, collateral estoppel, or “issue preclusion applies: (1) after final adjudication (2) of an identical issue (3) actually litigated and necessarily decided in the first suit and (4) asserted against one who was a party in the first suit or one in privity with that party.” (Id. at p. 825.) The application of collateral estoppel is not automatic, however. In each case, “the court must balance the rights of the party to be estopped against the need for applying collateral estoppel in the particular case, in order to promote judicial economy by minimizing repetitive litigation, to prevent inconsistent judgments which undermine the integrity of the judicial system, or to protect against vexatious litigation.” (Johnson v. GlaxoSmithKline, Inc. (2008) 166 Cal.App.4th 1497, 1508 (Johnson).)

At the demurrer stage, “ ‘f all of the facts necessary to show that an action is barred by res judicata are within the complaint or subject to judicial notice, a trial court may properly sustain a general demurrer. [Citation.] In ruling on a demurrer based on res judicata, a court may take judicial notice of the official acts or records of any court in this state.’ ” ([i]Planning & Conservation League v. Castaic Lake Water Agency (2009) 180 Cal.App.4th 210, 225.)

“A court may take judicial notice of something that cannot reasonably be controverted, even if it negates an express allegation of the pleading. [Citation.] This includes recorded deeds.” (Poseidon Development, Inc. v. Woodland Lane Estates, LLC (2007) 152 Cal.App.4th 1106, 1117.) A court may take judicial notice of the existence and contents of recorded documents, but not disputed facts stated in them. (Yvanova, supra, 62 Cal.4th at p. 924, fn. 1 [taking judicial notice of deed of trust, assignment of deed of trust, notices of default and sale, and trustee’s deed upon sale].) When there is no dispute about the authenticity of a recorded document—and none exists here[14]—a court also may take judicial notice of the document’s legally operative language and “deduce and rely upon the legal effect of the recorded document, when that effect is clear from its face.” (Fontenot v. Wells Fargo Bank, N.A. (2011) 198 Cal.App.4th 256, 265, disapproved on other grounds in Yvanova, at p. 939, fn. 13.)

As we have said, we infer the trial court properly took judicial notice of the documents in WS’s request for judicial notice, as well as the 2005 grant deed to which plaintiffs refer in their complaints and the court refers in its written ruling.[15]

3. The stipulated judgment bars plaintiffs’ claims

The trial court concluded plaintiffs’ claims against WS were “entirely foreclosed” by the stipulated judgment entered in case BC562901 under the doctrines of collateral and judicial estoppel. “[A] stipulated judgment may properly be given collateral estoppel effect, at least when the parties manifest an intent to be collaterally bound by its terms.” (California State Auto. Assn. Inter-Ins. Bureau v. Superior Court (1990) 50 Cal.3d 658, 664.) Thus, “[f]indings on issues that are ‘actually and necessarily included’ in a judgment may be given collateral estoppel effect, regardless of whether the judgment is the result of a stipulation.” (Kerley v. Weber (2018) 27 Cal.App.5th 1187, 1194–1195 [defendant precluded from contesting amount of victim’s loss in civil action where defendant stipulated to restitution amount in criminal matter].) We conclude the stipulated judgment here meets these requirements.

a. The parties intended to be collaterally bound by the issues necessarily decided by the stipulated judgment

First, the stipulated judgment was a final judgment entered against plaintiffs—plaintiffs’ motion to vacate it was denied and the time to appeal from that order has long expired. Second, the stipulated judgment includes explicit findings that were necessary to resolve that action, including that (1) plaintiffs had no interests or rights to the real property to which the stipulated judgment pertained, and (2) title to that property belonged solely to Deutsche—from whom WS purchased the same property—as reflected in the 2011 trustee’s deed. Plaintiffs, however, assert case BC562901 was about canceling the unauthorized rescission related to the house, not ownership of the two adjoining properties. They thus argue the issue of ownership of 911 Isabel and 3513 Thorpe was never litigated in that action.

Although the appellate record does not include Deutsche’s complaint filed in case BC562901, WS’s memorandum in support of its demurrer describes that complaint, filed on November 4, 2014, as alleging causes of action for slander of title, cancellation of instrument, declaratory relief, and injunctive relief. The stipulation itself—that plaintiffs signed—describes the action as one not only to cancel the unauthorized rescission, but also to “remove any cloud from [Deutsche’s] title to” the described property. The findings in the stipulated judgment relating to Deutsche’s title to the property and plaintiffs’ lack of any right to the property, therefore, were necessary to the adjudication of Deutsche’s (1) request to void the unauthorized rescission as well as (2) its claim that plaintiffs slandered Deutsche’s valid title when the unauthorized rescission was recorded and purported to rescind the 2011 trustee’s deed and return title to plaintiffs.

Moreover, for purposes of collateral estoppel, these issues were actually litigated despite having been resolved through a stipulated judgment rather than after a trial. (Needelman v. DeWolf Realty Co., Inc. (2015) 239 Cal.App.4th 750, 759 (Needelman) [“Under California law, a ‘judgment entered without contest, by consent or stipulation, is usually as conclusive a merger or bar as a judgment rendered after trial.’ ”].) Had plaintiffs defended Deutsche’s lawsuit, instead of agreeing to enter the stipulated judgment, they could have litigated the issue of whether the 2011 trustee’s deed in fact conveyed to Deutsche 911 Isabel and 3513 Thorpe, or whether plaintiffs were entitled to claim title. (See ibid. [tenant who entered settlement in unlawful detainer action could not “relitigate claims within the scope of the settlement agreement; claims that could have been litigated” in that action “are now barred”].) Instead, plaintiffs entered the stipulation for judgment that ensured no award of damages would be entered against them on Deutsche’s claims if the stipulated judgment containing the findings adverse to them actually were entered. Plaintiffs also avoided the potential of having to pay for Deutsche’s costs had the lawsuit ended in a judgment adverse to them after trial.

Finally, there can be no question that the parties intended to be collaterally bound by the stipulated judgment’s terms. Plaintiffs signed the stipulation to judgment that included their agreement to the stipulated judgment’s express findings. (Cf. Landeros v. Pankey (1995) 39 Cal.App.4th 1167, 1170-1172 [tenant not precluded from suing landlord for breach of warranty of habitability despite tenant’s assertion of breach as affirmative defense in earlier unlawful detainer action resolved by stipulated judgment where judgment did not contain express language resolving that issue or “comprehensive settlement language” as to all claims].) A copy of the proposed stipulated judgment ultimately entered by the court also was attached as an exhibit to the stipulation. Nor does the stipulated judgment purport to carve out any interest plaintiffs may have had in the legally described property. (See In re Marriage of Buckley (1982) 133 Cal.App.3d 927, 935 [“A stipulated judgment normally concludes or determines all matters put into issue by the pleadings, unless the parties agree to restrict its scope by expressly withdrawing an issue from that judgment.”].)

The real question in dispute is whether the issues resolved in the stipulated judgment are identical to those plaintiffs seek to litigate now. Plaintiffs introduce their claims by alleging that they “dispute the title and ownership” of the real properties subject to their complaints—911 Isabel and 3513 Thorpe. All of plaintiffs’ causes of action (except their tort claims that we address later) ask that they be declared the owners of these two properties and that defendants be declared to have no interest or title in or to those properties. We do not simply consider the relief requested, however, as “ ‘[t]he “identical issue” requirement addresses whether “identical factual allegations” are at stake in the two proceedings, not whether the ultimate issues or disposition are the same.’ ” (Hernandez v. City of Pomona (2009) 46 Cal.4th 501, 511–512.)

As we have said, case BC562901 involved allegations concerning the validity of Deutsche’s title to the properties through the 2011 trustee’s deed and plaintiffs’ right or interest to the properties. At a minimum, those same facts are raised by plaintiffs’ causes of action for: lack of standing to foreclose (contesting defendants’ ability to have foreclosed on the properties);[16] slander of title (alleging defendants created a cloud on plaintiffs’ title to the properties by recording the 2011 trustee’s deed and underlying notices of default and sale); quiet title (alleging defendants have no interest in or right to title to the properties); and declaratory relief (asking the court to determine the parties’ rights to the properties and to declare, among other things, plaintiffs the owners).[17]

Thus, if the stipulated judgment pertains to the property located at 911 Isabel and 3513 Thorpe, then it necessarily has determined plaintiffs have no right or interest to the properties and that Deutsche solely held title to them—the identical issues underlying plaintiffs’ causes of action.

b. The stipulated judgment pertains to the properties it legally describes

Plaintiffs contend that because the stipulated judgment—and underlying 2011 trustee’s deed, deed of trust, and related documents—refers to the street address and APN of only one of the three properties (901 Isabel) legally described, the judgment is ambiguous and cannot collaterally estop their claims relating to the two properties that are the subject of their complaints (911 Isabel and 3513 Thorpe).

We interpret a stipulated judgment according to principles applicable to ordinary contracts. (Needelman, supra, 239 Cal.App.4th at p. 758.) In construing a contract, we give effect to the parties’ intent and “must first look to the language of the contract itself.” (Jamieson v. City Council of the City of Carpinteria (2012) 204 Cal.App.4th 755, 761.) “If the language is clear and explicit, and does not involve an absurdity, it controls interpretation.” (Ibid.; Civ. Code, § 1638.)

The stipulated judgment expressly states that it “pertains to the real property commonly known as 901 Isabel Street, Los Angeles, California 90065, APN 5452-002-001 (‘Property’) and legally described as” Parcels 1 and 2 comprised of lots 4, 5, 6, and 186. (Italics added.) That legal description matches the legal descriptions in the 2011 trustee’s deed—the instrument underlying Deutsche’s acquisition of title to the legally described property—as well as the deed of trust and 2005 grant deed, down to the book and page numbers of the maps recording the lots’ locations. The absence of the street addresses and APNs for 911 Isabel and 3513 Thorpe creates no ambiguity. (Cf. Civ. Code, § 2924f, subd. (b)(5) [in a notice of sale, “f a legal description or a county assessor’s parcel number and either a street address or another common designation of the property is given, the validity of the notice and the validity of the sale shall not be affected by the fact that the street address, other common designation, name and address of the beneficiary, or the directions obtained therefrom are erroneous or that the street address, other common designation, name and address of the beneficiary, or directions obtained therefrom are omitted”].) The legal description undisputedly encompasses the property located not only at 901 Isabel, but also at 911 Isabel and 3513 Thorpe. Based on its express language, therefore, the stipulated judgment unambiguously pertains to all three properties. Its clear effect is finally to adjudge that plaintiffs have no legal interest or right to 911 Isabel and 3513 Thorpe—the subjects of the current litigation.

Nor does our adherence to the explicit language in the stipulated judgment create an “absurdity.” The adjoining lots were unimproved and intended to be used with the house at 901 Isabel: the complaints allege the three properties were [i]fenced together at purchase, and plaintiffs admitted at the April 8, 2019 hearing, according to the trial court’s written ruling, that “the properties were bought together, the property at 901 Isabel Street containing the house and the other two addresses being contiguous vacant lots, one of which had the porch of the house on it and the other being acquired so that [plaintiffs] could build a car port for the house.”

We therefore cannot agree the reference only to the 901 Isabel address and associated APN acts to exclude the properties at 911 Isabel and 3513 Thorpe from the reach of the stipulated judgment given their inclusion in the legal description of the real property, as well as the contiguous nature of the three properties. To conclude otherwise would be to ignore the plain language of the stipulated judgment, trustee’s deed, deed of trust, and 2005 grant deed.

Plaintiffs also allege that only 901 Isabel provided the security interest for the loan, and that they owned the two adjacent lots—911 Isabel and 3513 Thorpe—“free and clear,” despite the fact that the legal description of the two lots is included in the 2005 grant deed, deed of trust, 2011 trustee’s deed, and the stipulated judgment. The trial court noted plaintiffs offered “no reason why this discrepancy furnishes a basis for effectively dismissing the prior stipulated judgment when it encompasses the same property legally described in the present complaints.” We agree.

Plaintiffs seem to contend that, because 911 Isabel and 3513 Thorpe were not subject to the deed of trust, they could not have been foreclosed upon, and the 2011 trustee’s deed could not have conveyed them to Deutsche, so that the stipulated judgment could relate only to the resolution of Deutsche’s title to 901 Isabel through the trustee’s deed.[18] As we have discussed, the legal description of the subject property included in the stipulated judgment (and recorded deed of trust and 2011 trustee’s deed)

—properly subject to judicial notice—contradicts that assertion. (See Ivanoff v. Bank of America, N.A. (2017) 9 Cal.App.5th 719, 726 [under the doctrine of truthful pleading, courts will not close their eyes to situations where a complaint contains allegations of fact inconsistent with attached documents, or allegations contrary to facts that are judicially noticed].)

The unauthorized rescission is not part of the appellate record. But as the 2011 trustee’s deed expressly conveys to Deutsche the real property legally described as Parcels 1 and 2 in identical fashion as the property conveyed to Radka in the 2005 grant deed, we presume the unauthorized rescission— which purported to void the 2011 trustee’s deed—in fact related to Deutsche’s interest in the same legally described property.[19] (Denham, supra, 2 Cal.3d at p. 564 [appellate courts presume matters on which the record is silent support the judgment].) We thus reject plaintiffs’ assertion that the stipulated judgment’s voiding of the unauthorized rescission and reinstatement of the 2011 trustee’s deed did not relate to Deutsche’s and plaintiffs’ interest, or lack thereof, in 911 Isabel and 3513 Thorpe. In any event, even if plaintiffs could demonstrate the stipulated judgment erroneously included the two adjoining properties within its terms, a final judgment is binding on the parties even if it was wrongly decided. (Esparza v. County of Los Angeles (2014) 224 Cal.App.4th 452, 467 [an erroneous judgment is as conclusive as a correct one].)

Finally, plaintiffs cite several statutes relating to recording requirements and assert those requirements were not met here. From what we can tell, plaintiffs appear to argue that the underlying notices of default and notice of trustee’s sale were defective because they were recorded under the APN for 901 Isabel only and not under the APNs for 911 Isabel and 3513 Thorpe. Correspondingly, they seem to assert the trustee’s deed and deed of trust—and by extension, the stipulated judgment—can apply only to 901 Isabel based on the recording of the various instruments under the APN for that address.

We need not address these arguments. Plaintiffs articulate no reason why any alleged recording error precludes the stipulated judgment from collaterally estopping their claims relating to the ownership of 911 Isabel and 3513 Thorpe when those two properties are included within the legal description of the real property that the stipulated judgment governs. And, as the trial court noted, any arguments plaintiffs made concerning the validity of the stipulated judgment were rejected by the court in case BC562901 when it denied plaintiffs’ motion to vacate the stipulated judgment in March 2018.[20] Plaintiffs have failed to demonstrate error based on these additional purported grounds. (Malibu Hillbillies, supra, 36 Cal.App.5th at p. 153 [disregarding conclusory arguments that “fail to disclose the reasoning by which the appellant reached the conclusions he wants us to adopt”].)

Accordingly, because the stipulated judgment finally decided the identical issues underlying plaintiffs’ claims here—their right, or lack of any right, to an ownership interest in 911 Isabel and 3513 Thorpe and Deutsche’s right to hold title to those properties—plaintiffs cannot relitigate those issues through a new action against WS, Deutsche’s successor-in-interest.

Application of collateral estoppel in this case serves the doctrine’s purpose by preventing plaintiffs from claiming an ownership interest in the property after they stipulated to the entry of judgment stating they had none and thereby avoiding a potential damages and cost award. It also promotes judicial economy by minimizing repetitive and stale litigation and prevents inconsistent judgments that undermine the integrity of the judicial system. (Johnson, supra, 166 Cal.App.4th at p. 1508.) The trial court properly sustained WS’s demurrers to both complaints based on collateral estoppel.[21]

4. Plaintiffs’ tort and federal statutory claims are

time-barred, as are their other causes of action to the extent they are not collaterally estopped

As it did in its demurrer, WS argues here that plaintiffs’ causes of action also are time-barred. Plaintiffs’ fraud claims arise from their “original loan transaction and [its] subsequent securitization.” They allege defendants concealed the securitization of plaintiffs’ loan and misrepresented their entitlement to exercise the power of sale provision in the deed of trust. The statute of limitations for fraud is three years from the discovery of the facts constituting fraud. (Code Civ. Proc., § 338, subd. (d).)

In their reply briefs, plaintiffs assert they did not discover the facts underlying their fraud causes of action until Deutsche recorded the stipulated judgment on June 3, 2016. Plaintiffs’ allegations and judicially noticeable matters contradict this assertion. As WS notes, plaintiffs allege the house was initially foreclosed upon in March 2008. But, even if that foreclosure—which was rescinded—did not reveal plaintiffs’ loan had been securitized, plaintiffs would have discovered that fact at the very latest when Deutsche purchased the property at the foreclosure sale on May 9, 2011, and recorded the 2011 trustee’s deed on May 16, 2011—more than seven years before plaintiffs filed their complaints. As for defendants’ alleged misrepresentation that they had the authority to exercise the power of sale provisions under the deed of trust as related to 911 Isabel and 3513 Thorpe, resolving all doubts in plaintiffs’ favor, the absolute latest they could have been aware of those facts was March 28, 2013. On that date they had the unauthorized rescission recorded that purported to return title to the properties to plaintiffs, as they admitted in the stipulation for judgment in case BC562901.

Plaintiffs’ claim for intentional infliction of emotional distress is similarly time-barred. It is based on defendants’ alleged fraudulent misrepresentations and fraudulent foreclosure on the property. And, even if plaintiffs could allege they did not suffer emotional distress until the stipulated judgment was recorded in June 2016, their claim could not succeed. The statute of limitations for personal injuries is two years and plaintiffs filed their complaints in September 2018. (Code Civ. Proc., § 335.1.)

Plaintiffs’ federal statutory causes of action are time-barred as well. Under the TILA, borrowers have three years from the consummation of a loan transaction to rescind it when disclosures required by the TILA are not made and one year from the occurrence of the violation to file a suit for damages. (Pacific Shore Funding v. Lozo (2006) 138 Cal.App.4th 1342, 1349–1350, 1355.) Similarly, a claim that a defendant violated the disclosure requirements of RESPA is subject to a three-year statute of limitations, and a claim alleging illegal kickbacks is subject to a one-year statute of limitations, from the date the violation occurred. (12 U.S.C. § 2614.) Plaintiffs allege the statutes of limitations were tolled, but as we have discussed, judicially noticed facts demonstrate plaintiffs had to have been aware of the lack of disclosures and other improprieties surrounding their secured loan transaction by the time Deutsche foreclosed in 2011 or at the latest in 2013 when plaintiffs had the unauthorized rescission recorded. Under either accrual date, plaintiffs’ September 2018 complaints were filed well beyond the one-year and three-year statutes of limitations.

For the same reasons, plaintiffs’ cause of action for recission of the loan and loan documents, based on defendants’ alleged fraud and federal statutory violations, is barred, as is their declaratory relief action to the extent it is based on issues that are not collaterally estopped. (See Code Civ. Proc., § 337, subd. (c) [four-year statute of limitations for an “action based upon the rescission of a contract in writing”]; Bank of New York Mellon v. Citibank, N.A. (2017) 8 Cal.App.5th 935, 943 [claim for declaratory relief is subject to the same statute of limitations as the claim on which it is based].)

5. The trial court did not abuse its discretion when it sustained the demurrers without leave to amend

Without a reporter’s transcript, we must presume plaintiffs did not proffer additional facts at the demurrer hearing entitling them to leave to amend. On appeal, plaintiffs have offered no factual allegations to cure the fatal defects in their complaints. We will not “use our imagination as to facts [plaintiffs] might allege if given the opportunity.” (Gould, supra, 31 Cal.App.4th at p. 1153.)

DISPOSITION

The judgments of dismissal in favor of Respondent are affirmed. Respondent shall recover its costs on appeal.

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

EGERTON, J.

We concur:

LAVIN, Acting P. J.

DHANIDINA, J.

[1] For clarity, we refer to appellants individually by their first names. We intend no disrespect. According to the record, Radka Kroul also has used the name Aaron Erie Kroul. Because Radka uses the name Radka Kroul in this appeal, that is the name we use.

[2] We refer to plaintiffs’ complaints as the “Kroul complaint” and the “Radka complaint,” as defined post.

[3] In support of its demurrers, WS requested the trial court take judicial notice of recorded documents relating to the title and foreclosure of the property at issue (e.g., deed of trust, notice of default, trustee’s deed upon sale, etc.), and documents filed with the Los Angeles Superior Court in related case numbers 12U06687 and BC562901. The record does not include a written ruling expressly granting WS’s or its co-defendants’ requests for judicial notice. Nor is the reporter’s transcript of the hearing on WS’s demurrer part of the record. Because the trial court’s written ruling refers to documents submitted in WS’s and its

co-defendants’ requests for judicial notice, and in the absence of a reporter’s transcript, we can infer that the trial court granted the requests for judicial notice. The documents were properly subject to judicial notice, requiring that we also take notice of them. (Evid. Code, §§ 452, subd. (c) [“official acts”], (d) [court records], (h) [facts “not reasonably subject to dispute” and capable of accurate determination by “sources of reasonably indisputable accuracy”]; Yvanova v. New Century Mortgage Corp. (2016) 62 Cal.4th 919, 924, fn. 1 (Yvanova) [existence and contents of recorded documents, including deed of trust and related documents properly noticed in trial court making notice mandatory by reviewing court under Evid. Code, § 459, subd. (a)].) In any event, based on the record before us, plaintiffs never objected to any of the defendants’ requests for judicial notice nor do they object on appeal. They themselves rely on the recorded documents. Plaintiffs also submitted documents relating to their purchase of the properties and their alleged wrongful foreclosure to the trial court, but no accompanying request for judicial notice is part of the record.

[4] The Radka complaint purports to attach the 2005 grant deed as an exhibit, but no exhibits are attached. The deed is attached, however, as an exhibit to plaintiffs’ ex parte application to record a notice of pendency of action.

[5] We mean this legal description when we refer to the legal description including the three properties or the legal description of Parcels 1 and 2.

[6] The complaints purport to attach as an exhibit the “original Trust Deed Attachment,” but do not.

[7] The Kroul complaint purports to attach the 2006 grant deed as an exhibit, but no exhibit is attached. It is attached, however, to plaintiffs’ ex parte application to record a notice of pendency of action. The recorded deed shows the property transfer was a bona fide gift, not a sale, and plaintiffs took title to the property as “husband and wife as joint tenants.”

[8] WS also included in its request for judicial notice the rescission of notice of default and election to sell, recorded June 16, 2009, that rescinded the November 2007 notice of default that led to the March 2008 foreclosure.

[9] Chase acquired the Washington Mutual loan secured by the deed of trust after Washington Mutual was shuttered in September 2008.

[10] WS was not named as a defendant in either the Radka or Kroul complaints but was served with them. WS’s co-defendants include, among others, Washington Mutual, Chase, Deutsche, and Mortgage Electronic Registration Systems, Inc. (MERS).

[11] The appellate record includes Radka’s opposition to Chase’s demurrer only, but the trial court’s minute order states plaintiffs also filed an opposition to WS’s demurrer. As the trial court noted WS made arguments similar to those Chase did, we can infer plaintiffs’ opposition to WS’s demurrer also was similar.

[12] The trial court also sustained the demurrers of Chase and MERS, but this consolidated appeal does not include appeals from judgments of dismissal as to those co-defendants.

[13] WS contends plaintiffs’ causes of action also are precluded by the primary aspect of res judicata, claim preclusion. Because we cannot tell whether the specific cause(s) of action Deutsche asserted against plaintiffs in case BC562901 are identical to those plaintiffs assert in the current complaints, we do not consider whether claim preclusion applies. (Faerber, supra, 61 Cal.4th at pp. 823–824 [claim preclusion bars claims brought in previous lawsuit involving the same parties].)

[14] Plaintiffs assert belatedly in their reply briefs that assignment of the deed of trust recorded on March 29, 2010 was fabricated. They do not explain how the alleged fabrication of this document affects the collateral estoppel effect of the stipulated judgment.

[15] We also may consider the 2006 grant deed—part of the appellate record—as plaintiffs refer to it in the Kroul complaint and had provided the court with a copy of it during the litigation.

[16] As WS contends, plaintiffs’ cause of action for lack of standing to foreclose must be summarily dismissed as against WS. According to the grant deed recorded September 28, 2018, WS was a bona fide purchaser for value of the properties from Deutsche. It had no role in the foreclosure of the properties. Plaintiffs do not allege otherwise. Accordingly, the demurrers were properly sustained without leave to amend on this cause of action regardless of whether it implicates the identical issues decided by the stipulated judgment.

[17] As we will discuss, plaintiffs’ tort and federal statutory causes of action are time-barred. Plaintiffs’ cause of action for rescission of the loan and accompanying loan documents is based on the same allegations as their fraud and statutory causes of action and also is time-barred.

[18] Plaintiffs also seem to allege that the title company attached the wrong legal description to the deed of trust. The appellate record does not include the “correct” attachment. The Exhibit A attachment legally describing all three properties as the security interest encumbered by the deed of trust is part of the recorded document. In any event, even if the wrong “Exhibit A” were attached to the deed of trust, plaintiffs never sought to reform its terms—nor do they now—to include the legal description for 901 Isabel alone. (Civ. Code, § 3399 [where contract does not express mutual intention of parties due to fraud or mistake it may be revised to express that intention].) Their ability to do so has long since passed. Reformation of a written instrument based on fraud or mistake is subject to a three-year statute of limitations (Code Civ. Proc., § 338, subd. (d)), and to a four-year statute of limitations if based on other grounds (Utica Mutual Ins. Co. v. Monarch Ins. Co. of Ohio (1967) 250 Cal.App.2d 538, 543–544). The deed of trust was recorded more than 10 years before plaintiffs filed their complaints, and plaintiffs tried to rescind the 2011 trustee’s deed more than five years before filing their complaints.

[19] Indeed, Radka takes this position in her opening brief by describing the unauthorized rescission as recorded “as to [Deutsche’s] improper foreclosure of the vacant land parcels.”

[20] For example, plaintiffs’ opposition noted they were unrepresented and agreed to the legal description of the property in the stipulated judgment because Deutsche’s attorney told them the description had to match that in the unauthorized rescission. They also argued they were promised the ability to buy back the property, but Deutsche did not sell them the property.

[21] Having concluded the doctrine of collateral estoppel bars plaintiffs’ claims, we need not determine whether the trial court properly found their claims were judicially estopped as well.