CIV538047 JINAN FENG VS. JOANNA CHANG

JINAN FENG Pro/PER

JOANNA CHANG Pro/PER

JOANNA CHANG’S MOTION FOR SUMMARY ADJUDICATION AGAINST PLAINTIFF JINAN FENG’S COMPLAINT FOR BREACH OF CONTRACT

· DENIED. Defendant Joanna Chang (aka Zuan Feng)’s Motion For Summary Adjudication as to the First Cause of Action for Breach of Contract is Denied on account of her failure to carry her burden that there is no triable issue.

· This is a case arising out of an alleged wrongful appropriation of assets of a family trust allegedly worth over US-$800,000, a building located in Shanghai, China. It appears that the moving Defendant Joanna Chang is one of three family members — Ms. Chang and her two siblings — who are trust beneficiaries in the wake of their parents’ deaths. Plaintiff Jinan Feng claims that Ms Chang wrongfully sold the property and has held the sale proceeds for her own exclusive use.

· Suit is brought by three causes of action: Breach of Contract, Stolen Asset, and Breach of Fiduciary Duty. The pertinent Contract is an agreement, apparently ancillary to the family trust itself, in which the three surviving family members purport to agree to a specific plan (that is set forth in the agreement) for joint management or the family trust assets.

· A defendant moving for summary adjudication of issues has the initial burden to show that one or more elements of the cause of action “cannot be established or that there is a complete defense to the cause of action.” (Code of Civ. Proc. sect. 437c, subd. (p)(2).) Defendant’s motion fails to meet this burden.

· The only material argument in support of the motion is that not all parties to the agreement signed it. However, missing signatures do not render an agreement unenforceable against parties who signed the agreement, unless the agreement expressly provides that all signatures are a condition precedent of performance.

· A contract is invalid if not signed by all parties “only when it is shown . . . that the contract was not intended to be complete until all parties had signed. Conversely, in the absence of a showing that the contract is not intended to be complete until signed by all parties, the parties who did sign will be bound.” (Angell v. Rowlands (1978) 85 Cal. App. 3d 536, 542.) Signatories resisting enforcement have the burden to establish that the signatures of all parties were contemplated as being a condition precedent to the validity of the contract.” (Rael v. Davis (2008) 166 Cal. App. 4th 1608, 1618.) Defendant’s motion fails to meet that burden.

· Nothing on the face of the agreement or in any evidence accompanying the motion provides or suggests that all three signatures are required in order for the contract to be enforceable. Even if not all signatures are present, the agreement is still enforceable against those who did sign. (Angell, supra, at 541.) Here, moving party Defendant Chang signed the agreement. The absence of the third party’s signature does not render the agreement unenforceable against Defendant Chang.