Opinion
H047914
11-14-2022
NHI XUAN HUYNH et al., Plaintiffs and Appellants, v. HA VINH LY et al., Defendants and Respondents
NOT TO BE PUBLISHED
(Santa Clara County Super. Ct. No. 2013-1-CV-257932)
DANNER, J.
Appellants Nhi Xuan Huynh (Huynh) and Tuyen Nhu Thi Vo (Vo) (together, plaintiffs and appellants) made deposits to purchase condominiums in "Vietnam Town" (the project), a development in San Jose then in its early planning stages. The project subsequently encountered serious difficulties with construction and financing. Plaintiffs sued defendants and respondents Ha Vinh Ly (Ly) and Lap Thanh Tang (Tang) seeking various forms of relief, including refund of their deposits. Plaintiffs alleged Ly and Tang, who were developing the project, had breached a contract (an agreement between defendants and one of the banks financing the project) and were personally liable for repayment of plaintiffs' deposits.
Following a bench trial, the trial court found defendants not liable for breach of contract based on the court's interpretation of the relevant agreement. In particular, the trial court read the agreement to require occurrence of a condition precedent-exhaustion of a $4 million revolving loan-in order to trigger defendants' obligation to repay plaintiffs' deposits. As there was no dispute the revolving loan had not been exhausted, the trial court found in favor of defendants on the breach of contract cause of action.
On appeal of the judgment, plaintiffs assert the trial court erred in its interpretation of the agreement. For the reasons explained below, we agree and reverse the judgment.
I. FACTS AND PROCEDURAL BACKGROUND
A. Project and Prospective Purchaser Deposits
The factual background is drawn from the trial court's statement of decision or otherwise from the record on appeal. Unless otherwise indicated, these facts are not in dispute.
Tang and Ly were members of TWN Investment Group, LLC (TWN), the developers of the Vietnam Town project. Tang, one of the project's creators, envisioned that it would include nine buildings, comprise over 250 units, and be completed by December 2006.
In 2004, appellant Huynh and her husband executed purchase agreements with TWN and deposited $360,000 toward the purchase price on three condominiums. In 2005, Vo and her husband executed a purchase agreement with TWN and deposited $150,000 toward the purchase price on one condominium.
Pursuant to the purchase agreements, TWN agreed that the buyers' obligation to purchase the units was subject to several conditions, including completion of the units by December 31, 2006. The purchase agreements also provided for refund of the buyers' deposits under specified conditions. Specifically, the purchase agreements stated: "If the sale of the property is not consummated by December 31st, 2006 as intended [], due to the failure of any condition precedent or Seller's default . . . then the deposit shall be returned to Buyer.... Return of deposit shall be the only remedy that Buyer [is] entitled to." (Some capitalization omitted.)
TWN was unable to complete construction of the project by December 2006 and also failed to meet a second targeted completion date.
B. Project Financing and Agreements
In order to finance the project, TWN used the deposits from prospective buyers like Vo and Huynh, monetary contributions from TWN's members, and bank loans. In 2005, TWN obtained from United Commercial Bank (UCB) a loan in order to purchase the land for the project.
After it purchased the land, TWN entered into negotiations with UCB for a construction loan.
1. November 2008 Construction Loan, Guarantees, and Revolving Loan
TWN and UCB did not finalize the construction loan until November 2008. UCB ultimately agreed to loan TWN approximately $31 million for the first phase of construction.
To secure funds for the construction loan, UCB in turn engaged in syndication negotiations with a number of other banks, including Evertrust Bank (Evertrust). Evertrust required that certain conditions be met before it would participate in the loan, including that TWN have more capital. Evertrust also requested that UCB make a separate loan to TWN to enable it to refund buyers' deposits. UCB decided it would make a separate loan of $4 million to members of TWN (rather than TWN itself) for this purpose.
On November 21, 2008, Tang, Ly, and Joseph Nguyen (another member of TWN) signed the construction loan agreement and promissory note on behalf of TWN. As one of the "Conditions Precedent to Funding" of the loans by UCB to TWN, Tang and Ly each executed in November 2008 a "Continuing Guaranty" for the benefit of UCB (2008 continuing guaranties). The guaranties identified Tang and Ly as guarantors. The 2008 continuing guaranties stated that Ly's and Tang's guaranties were unconditional and irrevocable.
Provisions in the November 2008 construction loan agreement and promissory note between UCB and TWN required Tang and Ly to agree that they would pay all deposit refunds requested by buyers (like Huynh and Vo) who had purchased their units before January 1, 2008. Specifically, a provision in the loan agreement and a provision in the promissory note for the loan states, "The Borrower and/or Guarantors shall be fully responsible for paying any and all Buyer deposit refunds as a result of sales cancellations for commercial condominium units sold prior to 1/1/08."
As part of the 2008 loan package, on November 21, 2008, UCB provided a $4 million "Revolving Loan" to Tang and Ly (revolving loan) evidenced by a promissory note. The promissory note states that UCB made the loan to Tang and Ly for the "purpose of creating a secondary source of payment of deposit refunds on [TWN's] condominium purchase contracts entered into prior to January 1, 2008."
The promissory note states that UCB, subject to certain conditions and restrictions would "make disbursements, on a revolving basis, for repayment [of] escrow deposits of purchase contract buyers of units in [TWN's project]." A "revolving credit facility typically functions as a structure within which a series of loans will be made." (GreenLake Capital, LLC v. Bingo Investments, LLC (2010) 185 Cal.App.4th 731, 741.)
2. 2009 Agreement
In 2009, Evertrust became concerned that the buyers' demands for refunds might exceed the funds from the $4 million revolving loan UCB had made to Tang and Ly. Evertrust proposed that UCB increase the revolving loan from $4 million to $7 million. Instead of increasing the loan amount, UCB required Ly and Tang to sign in May 2009 a document titled "Guarantors' Agreement to Pay Buyer Deposit Refunds" (2009 agreement). We discuss the terms of this agreement, which is the subject of plaintiffs' breach of contract claim, in more detail below.
C. Subsequent Events Related to Project and Loans
In November 2009, the Federal Deposit Insurance Corporation (FDIC) shut down UCB, and construction on the project halted. East West Bank took over UCB's loans to TWN and was assigned the related contracts. A receiver took over the project in 2010.
TWN ultimately defaulted on its loans and later declared bankruptcy.
Tang and Ly defaulted on the $4 million revolving loan originated by UCB. The loan matured in December 2009. The $4 million line of credit was never exhausted, and the outstanding balance of the loan never exceeded $4 million.
D. Lawsuit and Bench Trial
In December 2013, Huynh and Vo sued Tang and Ly. Plaintiffs alleged in the operative complaint (the second amended complaint) a number of causes of action, including breach of contract. With respect to the breach of contract claim, plaintiffs alleged that they were third party beneficiaries of the 2009 agreement between UCB and Tang and Ly, and defendants breached it by failing to refund their deposits. Plaintiffs did not claim breach of the 2008 continuing guaranties or of any of the 2008 loan documents.
Plaintiffs also alleged defendants breached oral promises made by Tang to them. In its statement of decision, the trial court found there was insufficient evidence that defendants breached any enforceable oral contracts. Appellants do not raise any claim on appeal related to that finding.
Following the bench trial and prior to the trial court issuing its final statement of decision, plaintiffs filed a document that, inter alia, sought leave to amend the complaint to recover for breach of contract based on breaches of additional documents. Plaintiffs sought to assert that defendants also breached five loan documents dated November 2008 and named the construction loan agreement, the promissory note for the construction loan, the promissory note for the $4 million revolving loan, Ly's continuing guaranty, and Tang's continuing guaranty. In its 2020 statement of decision, the trial court determined plaintiffs' request to amend the complaint was untimely and prejudiced defendants. Appellants do not raise any claim on appeal related to that finding.
The trial court conducted a five-day bench trial in May and June 2019. Tang, Ly, Vo, and Huynh testified. The court also admitted a number of documents into evidence, including the November 2008 construction loan agreements and related documents and the May 2009 agreement.
D. Statement of Decision and Judgment
On January 13, 2020, the trial court issued a written final statement of decision and judgment in which it interpreted the terms of the 2009 agreement.
The second amended complaint asserted four claims: Breach of contract (against Tang and Ly), fraud (against Tang only), conversion (against Tang only), and common counts (against Tang only). The trial court granted summary adjudication in favor of Tang on the conversion and common counts causes of action. Regarding the fraud claim, plaintiffs dismissed that claim in January 2020, following the bench trial. While finding plaintiffs had abandoned their fraud claim, the trial court nevertheless chose to address it on the merits and found Tang had not defrauded plaintiffs. Only the breach of contract cause of action is at issue in this appeal.
The trial court found the 2009 agreement was conditional and that Tang's and Ly's "personal guarantees" would not be "triggered" until the balance of the revolving loan exceeded $4 million. The trial court focused on language in the 2009 agreement that stated that Ly and Tang" 'acknowledge and agree to their obligation to refund certain purchase deposits identified below out of each [Defendant's] personal funds after the Revolving Loan has reached its Maximum Principal Balance' (emphasis added)." The court concluded that the agreement "thus makes clear that Defendants will be personally liable if Buyers Refund exceed $4 million."
The trial court found the undisputed evidence at trial showed that the revolving loan balance never exceeded $4 million and, as result, defendants were not personally liable for any buyer refunds. Turning to its analysis of whether the agreement was breached, the trial court relied on the assumption that defendants' liability under the agreement was conditioned on the revolving loan balance exceeding $4 million and that this event had not occurred and thus "liability could not be triggered."
The trial court did not reach defendants' other arguments related to the breach of contract cause of action, including that defendants could not be held liable if TWN had acted improperly because TWN was a separate legal entity (and plaintiffs had not asserted defendants were alter egos of TWN), plaintiffs' claims were barred by the statute of limitations, the agreement was rescinded before the lawsuit was filed, and the agreement was invalid because it was not supported by consideration.
The trial court entered judgment in favor of defendants. Huynh and Vo timely appealed.
II. DISCUSSION
Huynh and Vo assert the trial court misinterpreted the May 2009 agreement when it determined defendants' obligation to repay buyer deposits was conditional on the balance of the revolving loan exceeding $4 million. They maintain that the language of the agreement provided that defendants' obligation to return their deposits was unconditional. Ly and Tang counter that the trial court reasonably interpreted the clear language of the agreement as containing a condition precedent.
Before turning to the merits of the contractual interpretation issue, we first address Ly's contention that we should dismiss the appeal because appellants have violated the California Rules of Court.
A. Appellants' Compliance with Court Rules
Ly asserts we should dismiss the appeal because appellants failed to adequately cite to the record in their opening brief (Cal. Rules of Court, rule 8.204(a)(1)(C) ), prepared and filed an inaccurate appendix (rule 8.124(g)), and filed their opening brief and appendix "extremely late" (although within the time granted by this court). In addition to requesting we dismiss the appeal, Ly requests we consider imposing other "sanctions" though he has not filed a motion for sanctions.
Unspecified rule references are to the California Rules of Court.
Regarding Ly's apparent request in his brief that we impose "sanctions," Ly's request does not comply with the Rules of Court, and we therefore decline to consider it. (See rule 8.276(b) [a request for appellate sanctions requires a separate motion with a supporting declaration]; see also FEI Enterprises, Inc. v. Yoon (2011) 194 Cal.App.4th 790, 807 [declining to consider request for sanctions raised in party's brief].)
Appellate courts have broad discretion to address alleged violations of the rules of court. "A violation of the rules of court may result in the striking of the offending document, the waiver of the arguments made therein, the imposition of fines and/or the dismissal of the appeal." (Del Real v. City of Riverside (2002) 95 Cal.App.4th 761, 768 (Del Real).) This court also has discretion to disregard lack of compliance with the briefing rules. (See rules 8.124(g) &8.204(e)(2)(C).)
It is true that appellants fail to provide record citations in certain portions of the statement of facts, although many of the factual statements are supported by citations. Regarding the appendix, Ly maintains appellant mislabeled certain exhibits and, in one instance, stated one document was a trial exhibit when it was not. We decide that any rule violations are not so egregious as to warrant forfeiture. We are likewise not persuaded by Ly's argument related to the delayed filing of the opening brief. We reject Ly's invitation to dismiss the appeal and exercise our discretion to consider appellants' contentions on the merits. (Del Real, supra, 95 Cal.App.4th at p. 768.)
Specifically, Ly asserts appellants included a document titled "Acknowledgement of Revolving Line of Credit" (acknowledgement) in appellants' appendix and identified it as a defense trial exhibit, but Ly maintains that the acknowledgement never existed as a trial exhibit. Even assuming this is true, Ly himself relies on the acknowledgement as part of his contractual interpretation argument even though he has suggested it was never in evidence.
Respondents Ly and Tang also assert that appellants have violated rule 8.1115(a) by relying extensively on an unpublished decision from a panel of this court titled Truong v. Ly (June 11, 2020, H044919) [nonpub. opn.], which addresses the identical guarantee at issue in this appeal. Ly states we must disregard this unpublished decision and consider imposing sanctions on appellants. Appellants counter that they may cite and rely on that opinion based on the doctrine of collateral estoppel, citing to rule 8.1115(b)(1) and Los Angeles Police Protective League v. City of Los Angeles (2002) 102 Cal.App.4th 85, 91.
While we are aware of the Truong decision, we have not relied on it in this appeal. We have conducted an independent review of the contractual interpretation issue before us. We therefore need not decide whether appellants' citation of this court's prior ruling was improper or whether collateral estoppel applies.
On September 21, 2022, Ly filed a "Notice of Motion and Motion to Strike Appellants' Reply Brief" (motion to strike) requesting that we strike language from the reply brief that discussed Truong and the doctrine of collateral estoppel because appellants had forfeited that argument. In response, appellants filed on September 28, 2022, a document titled "Appellant's [sic] Opposition to Hy Ly's Motion to Strike; Request for Sanctions" (motion for sanctions). As we have not relied on the analysis in Truong, and as the purportedly objectionable statements in the reply brief are not material to this court's resolution, we deny the motion to strike. We also deny the motion for sanctions.
B. Interpretation of the 2009 Agreement 1. Standard of Review and Principles of Contract Interpretation
The trial court did not base its interpretation of the agreement on relevant conflicting extrinsic evidence. Therefore, we interpret the agreement de novo. (See Hewlett-Packard Co. v. Oracle Corp. (2021) 65 Cal.App.5th 506, 531 (Hewlett-Packard); Durante v. County of Santa Clara (2018) 29 Cal.App.5th 839, 842.)
"The fundamental goal of contract interpretation is 'to give effect to the mutual intention of the parties as it existed at the time of contracting.' (Civ. Code, § 1636.) To interpret a contract, we look to its language ([Civ. Code,] § 1638) and ascertain the intent of the parties, if possible, based solely on the contract's written provisions ([Civ. Code,] § 1639). In doing so, we apply the' "clear and explicit" meaning of these provisions, interpreted in their "ordinary and popular sense," unless "used by the parties in a technical sense or a special meaning is given to them by usage" [citation] .... Thus, if the meaning a layperson would ascribe to contract language is not ambiguous, we apply that meaning.' [Citation.] At the same time, we 'recognize[] the "interpretational principle that a contract must be understood with reference to the circumstances under which it was made and the matter to which it relates. (Civ. Code, § 1647.)" '" (Hewlett-Packard, supra, 65 Cal.App.5th at pp. 530-531, fn. omitted.)
"A condition precedent is one which is to be performed before some right dependent thereon accrues, or some act dependent thereon is performed." (Civ. Code, § 1436.) "As a general rule of contract construction conditions precedent are not favored and an agreement will be strictly construed against a party asserting that its provisions impose a condition precedent. [Citations.] Normally, provisions of a contract will not be construed as conditions precedent in the absence of language plainly requiring such a construction." (Helzel v. Superior Court (1981) 123 Cal.App.3d 652, 663.) "Because 'such conditions are not favored by the law, [they] are to be strictly construed against one seeking to avail [it]self of them.'" (JMR Construction Corp. v. Environmental Assessment &Remediation Management, Inc. (2015) 243 Cal.App.4th 571, 594.)
With these principles in mind, we turn to the language of the agreement.
2. Language in the 2009 Agreement
As relevant here, the preamble in the agreement states: "This Guarantors' Agreement to Pay Buyer Deposit Refunds ('Agreement') is made as of this 5th day of May, 2009, by [Tang] and [Ly] (each a 'Guarantor' and collectively the 'Guarantors'), by which Guarantors acknowledge and agree to their obligation to refund certain purchase deposits identified below out of each Guarantor's personal funds after the Revolving Loan described below has reached its Maximum Principal Balance."
The agreement includes a number of recitals which reference the November 21, 2008 construction loan, the November 21, 2008 continuing guaranties signed by Ly and Tang, and the $4 million revolving loan bank made to Ly and Tang. Paragraph D states: "Pursuant to the documents evidencing, guarantying and securing the Construction Loan, . . . Borrower and each Guarantor agreed to pay any refunds due prospective buyers of condominium units being developed at the Mortgaged Property who entered into purchase and sale agreements for such condominium units prior to January 1, 2008 (the 'Buyer Refunds')."
Paragraph E includes the statement that the $4 million revolving loan "was made to provide a source of funds which [Tang and Ly] could use in order to pay Buyer Refunds," that all but $624,800 of the $4 million loan already had been disbursed, and that "as of the date of this Agreement, prospective buyers under purchase and sale agreements for condominium units at the Mortgaged Property entered into prior to January 1, 2008 have requested a total of approximately $1,461,000.00 in Buyer Refunds which have not been paid."
Following the preamble and recitals, the agreement includes a section titled "AGREEMENT." (Underling omitted.) The agreement section states in relevant part that: "1. The recitals set forth above are true and correct. [¶] 2. The Guarantors acknowledge and agree that each Guarantor is personally liable for the obligation of Borrower to pay the Buyer Refunds and further acknowledge and agree that, once the Maximum Principal Amount of the Revolving Loan is advanced, any amounts due and owing to buyers for Buyer Refunds will be the personal obligation of each Guarantor to pay from the personal funds of such Guarantor. [¶] 3. The obligations of the Guarantors under the Continuing Guaranties, including, without limitation to the obligation to pay the Buyer Refunds, are absolute and unconditional, and there exist no right of set off or recoupment, counterclaim or defense of any nature whatsoever to the obligations under the Continuing Guaranties. [¶] 4. This Agreement shall not be construed to: [¶] . . . [¶] . . . modify or amend the existing provisions of the Construction Loan Documents or the documents evidencing and securing the Revolving Loan."
3. Analysis
Based on the language quoted above and reading the agreement as a whole, we disagree with Tang and Ly that the agreement contains a condition precedent, which conditioned their personal liability on the exhaustion of the $4 million revolving loan. Rather, the agreement expressly states in paragraph No. 3 of the agreement that the obligation to pay buyer refunds, as reflected in the prior 2008 guaranties, is "absolute and unconditional."
Additionally, the 2009 agreement explicitly references the November 2008 continuing guaranties and construction loan agreement. The 2008 construction loan agreement states: "The Borrower and/or Guarantors shall be fully responsible for paying any and all Buyer deposit refunds as a result of sales cancellations for commercial condominium units sold prior to 1/1/08." (Italics added.) The continuing guaranties in turn state that guarantors' guaranty of the loan obligations is unconditional and irrevocable.
No language in the 2009 agreement evidences an intent by UCB and/or Ly and Tang to modify those prior obligations and guaranties. To the contrary, the agreement states that it "may not be construed to: [¶] . . . [¶] . . . modify or amend the existing provisions of the Construction Loan Documents or the documents evidencing and securing the Revolving Loan." (Italics added.)
Ly and Tang argue that their reading of the 2009 agreement to make their personal guarantees conditional can be harmonized with the 2008 agreements, but we conclude their arguments are unsupported. For example, Ly asserts that "the so-called '2008 Guarantees' are not actually guarantees at all but are merely covenants in the Construction Loan Agreement and the Construction Note, and it is not clear that they are properly called 'unconditional.'" He provides no support or further explanation for his conclusory argument and we decide it has no merit.
Additionally, while not dispositive, we further observe the agreement (as opposed to certain other loan documents involving UCB) does not include the phrase "condition precedent" or the phrase" 'subject to'" that is commonly construed to impose a condition precedent. (See Rubin v. Fuchs (1969) 1 Cal.3d 50, 54.)
According to respondents, language that creates the condition precedent is found in the preamble of the agreement, which states Ly and Tang "acknowledge and agree to their obligation to refund certain purchase deposits identified below out of each Guarantor's personal funds after the Revolving Loan described below has reached its Maximum Principal Balance." Respondents furthermore cite to paragraph No. 2 of the agreement, which states, "The Guarantors acknowledge and agree that each Guarantor is personally liable for the obligation of Borrower to pay the Buyer Refunds and further acknowledge and agree that, once the Maximum Principal Amount of the Revolving Loan is advanced, any amounts due and owing to buyers for Buyer Refunds will be the personal obligation of each Guarantor to pay from the personal funds of such Guarantor."
According to Tang, "[t]he emphatic wording of the clause evinces a clear intention to create a condition precedent." Ly asserts the "most reasonable" interpretation of the agreement is that "(1) the guarantors' obligation to repay buyer deposits is conditioned on exhaustion of the $4 Million credit line; and then (2) after that condition is satisfied, the obligation is unconditional." He asserts the sentence in paragraph No. 2 of the agreement "states only one conditional obligation" rather than "two different, and separate, obligations," explaining that "the sentence is written with some degree of redundancy and overlap, which is a common style among lawyers." We disagree.
Respondents ignore the "absolute and unconditional" language in paragraph No. 3. "An interpretation rendering contract language nugatory or inoperative is disfavored." (Founding Members of the Newport Beach Country Club v. Newport Beach Country Club, Inc. (2003) 109 Cal.App.4th 944, 957.)
Moreover, even focusing on the language in paragraph No. 2, it states: "The Guarantors acknowledge and agree that each Guarantor is personally liable for the obligation of Borrower to pay the Buyer Refunds and further acknowledge and agree that, once the Maximum Principal Amount of the Revolving Loan is advanced, any amounts due and owing to buyers for Buyer Refunds will be the personal obligation of each Guarantor to pay from the personal funds of such Guarantor." (Italics added.) This language underscores that each guarantor (i.e., Ly and Tang) are "personally liable" for buyer refunds. The sentence then states "and further" (italics added) and cites another obligation that they will be also personally obligated for amounts of deposits that go beyond the $4 million revolving credit line. We do not agree that the language following the phrase "and further" contains a condition precedent. Tang places emphasis on the word "and" and states that this demonstrates that the "parties should faithfully adhere to the two parts of the clause." However, Tang ignores the word "further" that follows "and." Using the ordinary meaning of this phrase, we concluded that "and further" supplies an additional obligation placed on Ly and Tang and not a condition precedent to their obligation.
Respondents offer no relevant authority that supports reading the above language as a condition precedent. Ly relies generally on Civil Code section 1641, which provides that we must consider the contract as a whole, "so as to give effect to every part, if reasonably practicable, each clause helping to interpret the other." (Civ. Code, § 1641.) However, we have applied this principle and conclude it does not support their interpretation. In particular, respondents' reading of the agreement does not give effect to the language in the agreement referencing the obligation to refund buyer deposits for pre-2008 buyers as unconditional and "absolute" and furthermore because their reading of paragraph No. 2 is not reasonable in light of the language used in the agreement.
Our analysis is also informed by the circumstances surrounding the agreement (Civ. Code, § 1647). Broadly stated, the circumstances support a determination that the agreement imposed further obligations on Ly and Tang, rather than making a prior unconditional obligation conditional. Put another way, Ly and Tang offer no evidence or plausible explanation of why UCB would have sought to make their personal repayment obligations conditional in 2009 when before they had been unconditional. As stated in the recitals of the agreement, by May 2009, the relevant buyers (prospective buyers under purchase and sale agreements for condominium units entered into prior to January 1, 2008) had requested a total of approximately $1,461,000 in buyer refunds, "which have not been paid."
During 2009, Evertrust became concerned that the requests for buyer refunds might exceed the $4 million credit line that that bank had provided for that purpose. UCB did not want to increase the revolving loan by another $3 million (as suggested by Evertrust) but it did require Ly and Tang to sign the 2009 agreement. Understood in this context, the phrase "and further acknowledge and agree that, once the Maximum Principal Amount of the Revolving Loan is advanced, any amounts due and owing to buyers for Buyer Refunds will be the personal obligation of each Guarantor to pay from the personal funds of such Guarantor" states Ly's and Tang's additional obligation to pay for buyer refunds once the $4 million credit line was exhausted and clarifies that the bank would not advance more than $4 million for the purpose of refunding buyers.
Tang also asserts in his respondent's brief that plaintiffs made a statement in the trial court that "partakes in the nature of judicial admission and is therefore binding upon Plaintiffs" and points to one statement included in plaintiffs' posttrial brief and proposed statement of decision filed in the trial court. Tang relies on Myers v. Trendwest Resorts, Inc. (2009) 178 Cal.App.4th 735. We conclude Tang's argument has no merit. Myers did not involve the legal interpretation of a contract, and it furthermore rejected an argument that a party's statement made in a particular court document (a statement of undisputed facts made for purposes of summary judgment) "constituted judicial admission of facts contained therein." (Id. at p. 749.)
For these reasons, we conclude that, applying ordinary rules of contract interpretation, the exhaustion of the $4 million revolving credit line was not a condition precedent to Ly's and Tang's unconditional promise to refund certain buyer deposits. We therefore decide that the trial court erred when it concluded it could not find liability for breach of the agreement based on the failure to exhaust the $4 million line of credit.
Having reached this conclusion, we do not address appellants' alternative arguments, including that any condition in the agreement was "in fact satisfied" because UCB had frozen Tang's and Ly's line of credit due to their default "long before plaintiffs demanded their refunds."
Although we determine that this issue of contractual interpretation requires reversal of the judgment, we discern nothing in the record which would require retrial. The case was fully tried. Therefore, we reverse the judgment and remand the matter to the trial court to determine, if necessary, any remaining issues. As set forth in its January 13, 2020 statement of decision, the trial court did not reach the merits of defendants' arguments related to the breach of contract cause of action, which centered on whether TWN had acted improperly or not, whether the claim was barred under the applicable statute of limitations, whether the May 2009 agreement had been rescinded and analysis of third party beneficiary law, and whether the agreement lacked consideration. We express no opinion on how the trial court should resolve these questions.
III. DISPOSITION
The judgment is reversed and the matter is remanded to the trial court. In conformity with the views expressed herein that exhaustion of the $4 million line of credit was not a condition precedent to respondents' liability under the May 2009 agreement, the trial court is directed to determine any remaining issues. Appellants are entitled to recover their reasonable costs on appeal. (Cal. Rules of Court, rule 8.278(a)(2).)
WE CONCUR: Bamattre-Manoukian, Acting P.J., Wilson, J.