Opinion
A157687, A158291, A159299
06-17-2022
XPO LOGISTICS FREIGHT, INC., Plaintiff, Cross-defendant and Appellant, v. HAYWARD PROPERTY, LLC, et al., Defendants, Cross-complainants and Appellants. XPO Logistics Freight, Inc., Plaintiff, Cross-defendant and Appellant, v. Hayward Property, LLC, et al., Defendants, Cross-complainants and Respondents.
Counsel for Plaintiff, Cross-defendant and Appellant: STUART KANE LLP, Donald J. Hamman, Newport Beach, McALPINE PC, Douglas W. Eyre, Mark L. McAlpine, BUCHALTER, APC, Glenn P. Zwang, San Francisco, Alexandra Grayner. Counsel for Defendants, Cross-complainants and Appellants: GREENBERG TRAURIG, LLP, Eric V. Rowen, Scott D. Bertzyk, Los Angeles.
Certified for Partial Publication.
Pursuant to California Rules of Court, rules 8.1105(b) and 8.1110, this opinion is certified for publication with the exception of part 2 of the Discussion.
Counsel for Plaintiff, Cross-defendant and Appellant: STUART KANE LLP, Donald J. Hamman, Newport Beach, McALPINE PC, Douglas W. Eyre, Mark L. McAlpine, BUCHALTER, APC, Glenn P. Zwang, San Francisco, Alexandra Grayner.
Counsel for Defendants, Cross-complainants and Appellants: GREENBERG TRAURIG, LLP, Eric V. Rowen, Scott D. Bertzyk, Los Angeles.
POLLAK, P. J. These appeals arise from a dispute over title to one part of a property in the City of Hayward. As of 1979, the entire property was owned by one entity and divided into four parcels. In 1997, the owner reconfigured it into two parcels. In several transactions between 1998 and 2002, one reconfigured parcel was conveyed to XPO Logistics Freight, Inc. (XPO), and the other to Crown Enterprises, Inc., and Hayward Property, LLC (jointly Hayward). This case concerns which of the two parcels includes a certain part of the original property (the disputed area). The dispute has two sources. One is the 1997 document reconfiguring the property into two parcels, which has an undisputed error in defining one of the parcels by its metes and bounds. The other is the fact that, sometime before 1997, the county assessor divided the property—for purposes of property taxes—into three assessor's parcels with distinct assessor's parcel numbers (APNs). When the property was reconfigured into two parcels, which later passed to different owners, the boundaries of the APNs were not changed. The parties’ dispute concerns the significance, if any, of references to those APNs in various title documents. The documents’ metes-and-bounds descriptions of parcels support XPO's claim to the disputed area; the APN references arguably support Hayward's claim.
In 2016, XPO sued to quiet title. Hayward cross-complained to quiet title in itself or else obtain restitution of two sums—the property taxes it had paid on the disputed area since 2002 and the purchase price it paid for its parcel.
In 2017, the court granted XPO's motion for judgment on the pleadings on the title claims. The parties continued to litigate Hayward's restitution claims. They ultimately stipulated to an estimated amount of real property taxes Hayward had paid with respect to the disputed area, in excess of the taxes that XPO had paid on a portion of Hayward's property. In 2019, the court entered judgment quieting title to the disputed area in XPO, denying Hayward's purchase-price restitution claim, and awarding relief on its tax restitution claim in the stipulated sum—plus prejudgment interest, over XPO's objection.
Hayward appeals the judgment quieting title, and XPO cross-appeals the award of prejudgment interest on the restitution award, though it does not challenge the restitution award itself (appeal No. A157687). In two consolidated appeals (Nos. A158291 and A159299), XPO also challenges postjudgment orders taxing its costs and declining to award it attorney fees as a sanction for Hayward's discovery abuses and alleged pursuit of a "knowingly false" claim.
In the published portion of this opinion, we conclude that the trial court correctly disregarded APN references in the deeds, and that its judgment must be affirmed insofar as it encompasses a declaration that Hayward did not acquire an interest in the disputed area. In the unpublished portion of this opinion, we address the remaining issues. We conclude that the award of prejudgment interest on Hayward's restitution award, which the trial court evidently considered as mandatory, must be reversed so the court can exercise its discretion in determining whether and from what date to award such interest and, if awarded, apply the correct interest rate. We also affirm the orders taxing XPO's costs and denying sanctions.
Factual History and Procedural History
In 1979, the entire property at issue was owned by CF Properties, Inc. and divided into four parcels—original parcels 1, 2, 3, and 4—as shown in recorded parcel map No. 3094 (the 1979 parcel map):
Some time before 1997, the Alameda County Assessor divided the property, for purposes of assessing property taxes, into three assessor's parcels, which were enumerated on an unrecorded assessor's map as APN 463-0025-040 (APN 40), APN 463-0025-043-01 (APN 43) and APN 463-0025-044 (APN 44):
As can be seen by comparing the maps, APN 40 comprised original parcel 1; APN 43 comprised all of original parcels 3 and 4 and most of original parcel 2; and APN 44 comprised the southeast corner of parcel 2. The following exhibit shows the parties’ claims about their parcels:
The parties agree that, after the transactions set out below, Hayward owns at least the polygon to the southwest outlined in blue (the Utah-shaped parcel) and XPO owns at least the unshaded part of the larger polygon to the north and east outlined in green. The highlighted area is the disputed area. It includes all of APN 44 and most of the eastern leg of APN 43.
In brief, events began in 1997 when CF Properties, owner of the entire property, recorded a "lot line adjustment" reconfiguring the four original parcels on the 1979 parcel map into two parcels. Hayward ultimately acquired part or all of reconfigured parcel one, and XPO acquired reconfigured parcel two. The question is which parcel includes the disputed area. The 1997 lot line adjustment describes reconfigured parcel one—the basis of Hayward's claims—in three ways: (1) as "a portion of [original] parcel [1], a portion of [original] parcel 2, all of [original] parcel 3, and all of [original] parcel 4" as shown on the 1979 parcel map, (2) by metes and bounds, and (3) as "containing 16.42 acres more or less." The legal description of the reconfigured parcels in the 1997 lot line adjustment does not refer to APNs. The metes and bounds are flawed and do not close. They trace a gapped rectangle that does not include the disputed area, but has a gap bordering that area.
In 1998, the parties’ chains of title diverged. CF Properties’ successor CNF Properties, Inc., issued a deed transferring reconfigured parcel one to Consolidated Freightways Corporation (the 1998 deed). CNF retained reconfigured parcel two, which eventually passed to XPO.
The face page of the 1998 deed conveying reconfigured parcel one to Consolidated Freightways states that the parcel is described in "Attached Exhibit ‘A,’ " and below that phrase contains a notation: "Assessor's Parcel No. 463-25-43-1 & 44." The text of the attached exhibit A is identical to the text in the 1997 lot line adjustment describing reconfigured parcel one—with the same flawed metes and bounds and the same estimate of "16.42 acres more or less."
In 2000, a "correction grant deed" was recorded. Its face page is identical in relevant part to that of the 1998 deed. Exhibit A to the 2000 correction deed modifies exhibit A to the 1998 deed by fixing the metes and bounds so that the parcel closes and by changing the estimate of "16.42 acres more or less" to "7.9 acres more or less." The new description changes the parcel's boundaries to match the Utah-shaped parcel.
In September 2002, Consolidated Freightways declared bankruptcy, and CNF Properties executed a one-page quitclaim deed that transferred reconfigured parcel two to XPO's predecessor Con-Way Transportation Services (Con-Way). The deed purports to transfer the entire original property to Con-Way, but, as XPO acknowledges, CNF Properties could transfer only so much of the property as it had not already transferred to Consolidated Freightways in the 1998 deed. Con-Way thus received whatever was not conveyed by the 1998 deed.
Hayward acquired its parcel after the bankruptcy court issued an order in November 2002 authorizing a sale of real property. The order approves a sales contract between Consolidated Freightways and Hayward. The contract states that the parcel sold is "legally described in exhibit A attached hereto."
Exhibit A to the sales contract is a legal description in a form designed to be attached to a deed (the 2002 bankruptcy legal description). It defines the parcel sold to Hayward in two ways: (1) as comprising "a portion of parcel 1, a portion of parcel 2, all of parcel 3, and all of parcel 4" from the 1979 parcel map, and (2) by metes and bounds. It includes no acreage estimate. The metes and bounds are identical to those used in exhibit A to the 2000 correction deed defining the parcel conveyed to Consolidated Freightways as the Utah-shaped parcel. At the bottom of the 2002 bankruptcy legal description is a notation reading: "Assessor's Parcel No. 463-0025-043-1 [¶] Assessor's Parcel No. 463-0025-044."
In December 2002, a quitclaim deed from Consolidated Freightways to Hayward was recorded. It transfers "the following described real property in the City of Hayward .... [¶] See attached Exhibit A." The attached exhibit, however, describes unrelated land in Emeryville. In 2003, the bankruptcy trustee executed a correctory quitclaim deed with an attached exhibit A identical to the 2002 bankruptcy legal description. The correctory deed has not been recorded.
While the 2003 correctory deed is unrecorded, it nonetheless is necessarily the basis of Hayward's title claims. (See 3 Miller & Starr, Cal. Real Estate (4th ed. 2016) § 10:2 [duly executed and delivered grant deed conveys title even if unrecorded].)
No transaction has occurred since 2003. The question is thus whether the parcel conveyed to Hayward by the 2003 correctory deed is, as Hayward contends, the Utah-shaped parcel plus the disputed area (i.e., all of APNs 43 and 44), or simply the Utah-shaped parcel, as the court found. This history gives rise to at least two subsidiary questions: Was the disputed area part of the parcel conveyed to Consolidated Freightways by the 1998 deed and, if so, was it part of the parcel sold to Hayward by that company's bankruptcy estate in 2002? As will be seen, the record definitively answers only the latter question.
Litigation began in 2015. Hayward petitioned the bankruptcy court to reopen Consolidated Freightways's bankruptcy and amend the description of the parcel in the 2002 bankruptcy legal description to match Hayward's view. The bankruptcy court declined to reopen the bankruptcy, and the federal district court affirmed. Neither federal court reached the merits of the title question.
In December 2016, XPO filed its complaint to quiet title and for declaratory relief. Hayward filed a cross-complaint asserting causes of action to quiet title, for slander of title, and for restitution on a theory that XPO was unjustly enriched when Hayward paid the purchase price for its parcel, and when it paid property taxes on the disputed area.
In fact, soon after XPO filed its complaint, Hayward—unaware of its filing—initiated a second action by filing its own complaint. The court issued a stipulated order to consolidate the two actions, stay Hayward's, and treat its complaint as a counterclaim in this action.
XPO moved for judgment on the pleadings, requesting judicial notice of title-related documents. In October 2017, the court granted its motion as to the title claims. The court, referring to Consolidated Freightways as "CFC," held that "the real property that CNF conveyed to CFC in 1998 (as clarified by the [2000 correction deed]) did not include Parcel 2. Because Parcel 2 had not been conveyed by CNF to CFC, CFC had no power to convey Parcel 2 to [Hayward] in the bankruptcy proceedings."
The court held that the title documents are not ambiguous so as to permit resort to extrinsic evidence: "[Hayward] contends that the [deeds] were ambiguous because they referred to the [APNs] for the property. But [APNs] are created for use by the assessor in assessing property taxes; they are not relevant to issues concerning the alienation of real property." (Citing Cafferkey v. City and County of San Francisco (2015) 236 Cal.App.4th 858, 868, 186 Cal.Rptr.3d 862.) "As part of any final judgment," the court held, it would "order that XPO owns the [disputed area] free and clear of any claims by [Hayward]."
The parties spent the next 18 months litigating the restitution claims and collateral issues. In May 2019, the court entered a judgment purporting to "quiet title" to the disputed area in XPO as against Hayward.
Discussion
We review de novo a judgment granted on the pleadings. ( Smiley v. Citibank (1995) 11 Cal.4th 138, 146, 44 Cal.Rptr.2d 441, 900 P.2d 690.) 1. Title-Related Issues
a. Hayward's claim to the disputed area was properly rejected.
We turn first to whether the 2002 bankruptcy legal description approved by the bankruptcy court and attached to the 2003 correctory deed to Hayward, which in metes and bounds does not include the disputed area, is ambiguous because of the notation referring to the APNs, which would preclude judgment on the pleadings. Revenue and Taxation Code section 327 provides that if, as here, an assessor's map is unrecorded, "land shall not be described in any deed or conveyance by a reference to [that] map." But if, as here, a county imposes a documentary transfer tax, Revenue and Taxation Code section 11911.1 authorizes the county to require, as Alameda County has done, that each deed or conveyance "shall have noted upon it the tax roll parcel number," though such notations "will not be proof of title" and shall be governed, in case of conflict, by "the stated legal description."
Alameda County has adopted a transfer tax ordinance (Alameda County Mun. Code, ch. 2.04) that includes, as XPO notes, an APN-notation requirement. (Id. , § 2.04.040(A).) The text of that requirement is effectively identical to that set forth in Revenue and Taxation Code section 11911.1. (§ 2.04.040(A) ["Each deed, instrument or writing by which lands, tenements, or other realty [in Alameda County] is sold, granted, assigned, transferred or otherwise conveyed shall have noted upon it the tax roll parcel number. The number shall be used only for administrative and procedural purposes and shall not be proof of title and in the event of any conflicts, the stated legal description noted upon the documents shall govern."].)
Although neither party has cited, and we have not found, a decision applying these sections to the interpretation of a deed, these provisions, read together, plainly require that APN references in a deed recorded in such a county be disregarded unless the face of the deed clearly shows the references to be part of the legal description of the parcel conveyed. The property described in an assessor's map referred to by its APN "need not correspond with actual subdivisions, lots, tracts or other legal divisions or boundaries of land." ( Cafferkey v. City and County of San Francisco, supra, 236 Cal.App.4th at p. 869, 186 Cal.Rptr.3d 862.)
We have reviewed the available legislative history of the statutes that adopted or added the relevant language to Revenue and Taxation Code sections 327 (Stats. 1939, ch. 154, p. 1285; Stats. 1951, ch. 1121, § 1, p. 2878) and 11911.1 (Stats. 1971, ch. 102, § 4, p. 131). That history sheds no light on the issue addressed in this appeal.
This interpretation is consistent with what simple observation of the documents in this case would suggest. In this case, the APN references on which Hayward relies appear on the face pages of the 1998 deed and the 2000 correction deed with no apparent reference to the description of the property being conveyed, which appears in each deed on a separate attachment with no reference to the APN. On the 2002 bankruptcy legal description the notation appears at the bottom of the page, plainly distinct from the legal description of the property. (A full-page image of the bankruptcy legal description is attached to this opinion as Appendix 1.)
A deed is a contract subject to all usual rules of contract interpretation. ( Pear v. City and County of San Francisco (2021) 67 Cal.App.5th 61, 70, 281 Cal.Rptr.3d 841.) Under those rules, "the test of admissibility of extrinsic evidence to explain the meaning of a written instrument is not whether [the instrument] appears to the court to be plain and unambiguous on its face, but whether the offered evidence is relevant to prove a meaning to which the language of the instrument is reasonably susceptible." ( Murphy Slough Assn. v. Avila (1972) 27 Cal.App.3d 649, 653, 104 Cal.Rptr. 136, citing Pacific Gas & Elec. Co. v. G. W. Thomas Drayage etc. Co. (1968) 69 Cal.2d 33, 37, 69 Cal.Rptr. 561, 442 P.2d 641 (PG&E ). In determining whether the property description in the 2002 bankruptcy legal description is reasonably susceptible to the inclusion of acreage beyond the metes and bounds description, Revenue and Taxation Code sections 327 and 11911.1, read together, preclude basing any such interpretation on the mere presence of the APN notations. If a deed is recorded in a county with an APN-notation requirement, and the deed bears APN notations referring to an unrecorded assessor's map, those APN notations may not be treated as part of the deed's legal description of the parcel conveyed unless the face of the deed clearly indicates such an intention. While an APN reference might be considered in resolving an ambiguity that otherwise appears in a deed, the inclusion of the APN reference does not itself create an ambiguity. Otherwise, potentially every deed recorded in a county with an APN-notation requirement would be rendered ambiguous. This is consistent with the California rule of contract interpretation governing the use of parol evidence. (See Weber v. Dobyns (1961) 193 Cal.App.2d 402, 406, 14 Cal.Rptr. 103 ["[p]arol evidence is admissible to explain an ambiguity, but not to create one"]; see also Bionghi v. Metropolitan Water Dist. (1999) 70 Cal.App.4th 1358, 1366–1370, 83 Cal.Rptr.2d 388.)
In MTC Financial Inc. v. California Dept. of Tax & Fee Administration (2019) 41 Cal.App.5th 742, 254 Cal.Rptr.3d 485, the court found "no reason to disagree that a parcel number could theoretically satisfy the law's requirement for sufficient legal description of a property" (id. at p. 749, 254 Cal.Rptr.3d 485 ) (although it was there insufficient to do so), but it did not address Revenue and Taxation Code section 327 and said nothing implying that an APN reference not explicitly part of a deed's property description might itself render the deed ambiguous.
Thus, the APN references on the 1998 deed and the 2002 bankruptcy legal description must be construed as APN notations included for tax purposes in compliance with section 11911.1 of the Revenue and Taxation Code, and cannot be read as part of the legal description of the property conveyed. And none of the extrinsic matters to which Hayward refers renders the metes and bounds description in the 2002 bankruptcy legal description reasonably susceptible to the inclusion of the disputed area. The trial court correctly disregarded the APN notations and properly granted judgment on the pleadings insofar as that judgment states that Hayward does not have title to the disputed area as a matter of law. Hayward contends that section 327 of the Revenue and Taxation Code does not govern the interpretation of the 2002 bankruptcy legal description because the document is not a "deed or conveyance" but an attachment to a bankruptcy court order, which must be construed using ordinary rules of contract interpretation. Hayward cannot have its title and eat it too: It cannot treat the 2002 bankruptcy sale order as if it were a conveyance and yet also argue that section 327 of the Revenue and Taxation Code does not govern interpretation of the 2002 bankruptcy legal description because the document is technically not a deed. The description is incorporated in a deed. The trustee attached a copy of the 2002 bankruptcy legal description as an exhibit to the 2003 correctory deed. As a part of that deed, the 2002 bankruptcy legal description must be construed in light of section 327, and all other principles of California law governing interpretation of deeds. b. The judgment is properly regarded as providing declaratory relief only.
Hayward also emphasizes the fact that the 2002 quitclaim deed to XPO's predecessor Con-Way has a handwritten notation "Assessor's Parcel # 463-25-40" immediately adjacent to the legal description "Parcels 1, 2, 3, and 4 [1979 parcel map]." Hayward contends that the handwritten APN reference shows that the grant to Con-Way was limited to APN 40—that is, original parcel 1 only. But for the reasons discussed in text above, the APN reference on the 2002 quitclaim deed to Con-Way must be construed as an APN notation included for tax purposes, not as part of the legal description.
Hayward contends that, under the common law rule articulated in PG&E, supra , 69 Cal.2d 33, as applied in Fremont Indemnity Co. v. Fremont General Corp . (2007) 148 Cal.App.4th 97, 114–115, a court may never take judicial notice of the proper interpretation of a contract at the pleadings stage. However, the rule of PG&E does not categorically bar a court from determining the correct interpretation of a contract at the pleadings stage. (George v. Automobile Club of Southern California (2011) 201 Cal.App.4th 1112, 1122 [court may, after conditionally accepting and considering proffered parol evidence, determine that "the parol evidence alleged must be disregarded because, for whatever reason, the contract is not reasonably susceptible of the interpretation ... alleged"].) Revenue and Taxation Code sections 327 and 11911.1, read together, mandate a specific rule for the interpretation of deeds and other conveyances, overriding any general common law rule to the contrary.
As XPO notes, Butner v. United States (1979) 440 U.S. 48, 99 S.Ct. 914, 59 L.Ed.2d 136 holds that "Property interests are created and defined by state law. Unless some federal interest requires a different result, there is no reason why such interests should be analyzed differently simply because an interested party is involved in a bankruptcy proceeding." (Id. at p. 55, 99 S.Ct. 914.) Hayward replies that Butner "affirms exactly the principle that [Hayward] argue[s] here—i.e., that state laws for interpreting contracts (rather than, e.g., any local or state ordinances concerning use of [APNs] in instruments of conveyance) apply to interpretation of ... bankruptcy court orders." But Butner never suggests that only state common law , and not state statutes like Revenue and Taxation Code section 327, governs the interpretation of a contract approved by a bankruptcy court. All relevant state law, common law or statutory, is applicable.
XPO submitted a proposed judgment quieting title against "all persons and entities, including [Hayward], and all persons known and unknown who claim any [interest] in the property, i.e. , against the Doe Defendants who were named ... but were not served by publication." The court declined to enter such a judgment. It noted that "the only defendants who were served with process and/or appeared ... [,] such that the court had binding, in personam jurisdiction over [them], were Hayward and Crown," and that it never obtained in rem jurisdiction of the property "by publication or any other means of service such that XPO's judgment of quiet title would run to all unknown persons claiming a right title or interest in and to the property." The judgment it entered thus states that "Fee title to the following described real property ... is quieted in plaintiff XPO Freight: That certain real property ... legally described as: [metes & bounds]. [¶] The real property described above is the same as [reconfigured] parcel [two] depicted on the plat attached to [the 1997 lot line adjustment] and includes the [disputed area] ...; [¶] [Hayward] and all persons or entities claiming through them ..., whether known or unknown, shall have no claim or legal or equitable right, title, estate, lien, or interest in the property ... which is adverse to [XPO]’s title or creates any cloud on [XPO]’s title, or ... is superior to the rights, titles, estates, and interests of [XPO]."
The trial court correctly declined to enter an in rem judgment quieting title in XPO as against the whole world because XPO failed to effect the publication necessary to obtain in rem jurisdiction. The use of quiet title verbiage in the judgment is problematic, but the purport of the judgment to reject Hayward's claim to the disputed area is correct. "Quiet title" is inapt not only because the service-of-process requirements of Code of Civil Procedure sections 763.010 – 763.040 were not followed, but because a party seeking a judgment quieting title must prove its own title, and cannot rely solely on the weakness of a defendant's title. ( Reed v. Hayward (1943) 23 Cal.2d 336, 339–340, 144 P.2d 561.) Several ambiguities in the documents by which XPO's predecessor obtained title preclude a judgment quieting title in XPO on the pleadings. As explained above, the 1998 deed transferring the property to Consolidated Freightways contained the same ambiguities that originated in the 1997 lot line adjustment. XPO contends that the 2000 correction deed resolved the ambiguities, but that deed, which stated that reconfigured parcel one contained only 7.9 acres, rather than 16.42 acres, and which replaced the defective metes and bounds with metes and bounds that describe the Utah-shaped parcel, would be valid only if consented to by the grantee. (1 Patton & Palomar on Land Titles (3d ed. 2015) § 83 [If a correction instrument "purports to diminish the original grantee's rights in some ways" it "should not be accepted, unless the original grantee first reconveyed to the grantor or, at least, evidence in the record reveals her consent."]; cf. Walters v. Mitchell (1907) 6 Cal.App. 410, 412–413, 92 P. 315 [a grantor cannot unilaterally correct a deed allegedly misnaming the grantee by simply recording a new deed naming the grantee correctly].) Although the correction deed, in the upper left hand corner, indicates that recording was requested by "Arthur A. Hackworth [¶] Consolidated Freightways," it was unsigned by anyone on behalf of the grantee and does not support judicial notice of the grantee's consent. (See Scott v. JPMorgan Chase Bank, N.A . (2013) 214 Cal.App.4th 743, 754–755, 154 Cal.Rptr.3d 394.)
While we need not decide the point, we note that it is questionable whether the current quiet-title statute (Code Civ. Proc., § 760.010 et seq. ) ever permits judgment on the pleadings for a plaintiff. Code of Civil Procedure section 764.010 states, "The court shall examine into and determine the plaintiff's title against the claims of all the defendants. The court shall not enter judgment by default but shall in all cases require evidence of plaintiff's title and hear such evidence as may be offered respecting the claims of any of the defendants ...." (Italics added.) Since the statute requires the court to consider evidence respecting the claims of a defendant in default (see, e.g., Harbour Vista, LLC v. HSBC Mortgage Services, Inc. (2011) 201 Cal.App.4th 1496, 1501–1502, 134 Cal.Rptr.3d 424 ), the same would presumably be true if a defendant has answered.
Therefore, the most that the trial court could adjudicate, and what we construe its judgment to adjudicate, is that Hayward has no valid claim to the disputed area. Such a judgment is consistent with the pleadings. The judgment states, "Judgment hereby is entered in favor of XPO ... on [its] complaint in its entirety." XPO pled causes of action not only to quiet title but also for a declaratory judgment that it "holds fee title to the [disputed area] free and clear of all claims, rights, ... [and] interests" of Hayward, that certain deeds of trust it made "are senior to and free and clear of all claims, rights, ... [and] interests" of Hayward, and that Hayward has "no claims, rights, ... or other interests" in or to the disputed area. While XPO did not establish on the pleadings its right to a judgment quieting title to the disputed area, XPO did establish that Hayward has no interest in that property. Though using the quiet title vernacular, that is all that the judgment correctly determines. 2. Remaining Issues
Hayward contends that the trial court erred in granting judgment on the pleadings without adjudicating its affirmative defenses or granting it leave to amend its cross-complaint. However, Hayward has not identified any proposed new factual allegations or affirmative defense that could possibly defeat XPO's right to a declaratory judgment.
See footnote *, ante .
Hayward has filed motions for judicial notice of 31 documents. As to each document's existence, contents, and recordation or filing, as relevant, but not as to the truth of matters asserted therein, the motions are granted as to items 2–10, 14, 18–27, and 29. The motions are otherwise denied.
In appeal No. A157687, construing the judgment as a declaratory judgment that Crown Enterprises, Inc., and Hayward Property, LLC have no claims, rights, titles, liens, estates or other interests in, to, or respecting the disputed area, the judgment is affirmed (other than with respect to the award of interest). On XPO's cross-appeal in No. A157687, the award of interest is vacated and the matter remanded for further proceedings in accord with this opinion to redetermine whether to award prejudgment interest and, if so, the amount of such interest. In appeal No. A158291, the orders entered on August 21, 2019, on each party's motion to tax costs are affirmed. In appeal No. A159299, the order denying sanctions is affirmed.
WE CONCUR:
STREETER, J.
BROWN, J.
Appendix 1
EXHIBIT "A"