Filed 4/24/20 Deol v. Rvest, LLC CA3

NOT TO BE PUBLISHED

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 This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.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

THIRD APPELLATE DISTRICT

(San Joaquin)

—-

KIM DEOL,

Plaintiff and Respondent,

v.

RVEST, LLC et al.,

Defendants and Appellants.

C088002

(Super. Ct. No. STKCVUBC20150012002)

This case arises from a real estate transaction soured by cash flow difficulties. Plaintiff Kim Deol and defendant RVEST, LLC (RVEST), by and through its sole member defendant Michael Renquist, entered into a verbal joint venture agreement, later reduced to writing, to purchase a house in Mountain House, California (the property). The written joint venture agreement (agreement) provided, among other things, that Deol would receive certain monthly payments, repayment of her $240,000 investment in two annual payments, and half of the profit from the sale of the property to defendant Phala Sok, a nonsignatory to the agreement. Deol received some of the payments delineated in the agreement, but not all.

Deol sued RVEST, Renquist, Sok, Fore Kings, LLC (Fore Kings) and KOR, Inc. (KOR) for: (1) breach of oral contract; (2) specific performance; (3) unjust enrichment; (4) breach of implied covenant of good faith and fair dealing; (5) breach of fiduciary duty; (6) fraud; and (7) quiet title. A bench trial proceeded on all causes of action except fraud and breach of the implied covenant of good faith and fair dealing. At trial, Deol confirmed the breach of contract cause of action arose out of the agreement and was not limited to an oral contract.

The trial court issued a statement of decision finding in favor of Deol on her breach of contract claim and awarding her prejudgment and prefiling interest. It found insufficient evidence on the remaining causes of action. The trial court further found Deol had proven an agency relationship between RVEST, Renquist, Sok, KOR, and Fore Kings and imposed joint and several liability on those defendants for the breach of contract. Renquist and Sok (collectively defendants) appeal, challenging their liability and the award of prejudgment interest.

We reverse the judgment as to Sok, concluding Civil Code section 2343 precludes liability under agency theory because Sok did not commit an independent tort or a breach of contract in the course of her agency. We affirm as to Renquist, concluding he is jointly and severally liable for RVEST’s breach of contract under the alter ego doctrine. We also affirm the imposition of prejudgment interest.

FACTUAL AND PROCEDURAL BACKGROUND

I

The Joint Venture Agreement

On or about March 1, 2012, Deol and RVEST, by and through Renquist (its only member), orally agreed to a joint venture to purchase the property. The oral agreement was later reduced to writing and executed in August 2012. The written agreement contained the following pertinent terms: (1) Deol invested $240,000 toward the purchase of the property; (2) Sok, a nonsignatory to the agreement, would purchase the property in 36 months, i.e., March 2015, for $370,000; (3) RVEST would pay back to Deol $120,000 in March 2013 and the remaining $120,000 of her investment in March 2014; (4) Deol would receive 11 monthly payments of $1,079 and RVEST would receive 11 monthly payments of $462 starting in May 2012 (the agreement does not state who would make these payments); (5) Deol would thereafter receive another 12 monthly payments of $500 and RVEST would receive 12 monthly payments of $925.85 until March 2014 (the agreement does not state who would make these payments); (6) Deol and RVEST would equally split the net profit from the $370,000 sale to Sok; and (7) the property would be held in the name of RVEST in trust for Deol.

II

The Undisputed Breach Of Contract And Contractual Damages Awarded

The trial court stated the parties did not dispute that there was a breach of contract. The pertinent question was the exact amount of money due to Deol. The court explained that, under the terms of the agreement, Deol would have received $271,766.50 if the payment obligations under the agreement had been met. The amount comprised of: $17,869 in monthly payments (11 payments of $1,079 and 12 payments of $500); two annual $120,000 payments; and $13,897.50 (half of the profit from selling the house at $370,000).

The trial court then credited $211,820 in payments against the amount Deol would have received under full performance of the agreement. The court explained Deol received four payments of $1,080 in May, June, August, and September 2012. She did not receive a payment in July 2012. Deol further received the following payments toward the obligations in the agreement: (1) $25,000 on March 23, 2013, from the

joint bank account of Renquist and Sok; (2) $20,000 on March 18, 2014, from RVEST; (3) $20,000 on July 11, 2014, from Fore Kings; and (4) $130,000 on September 7, 2014, from RVEST. The trial court additionally credited $12,500 against the amount owed to Deol based on the following payments made to her: (1) $2,500 on June 5, 2014, by Sok; (2) $5,000 on July 1, 2014, by Fore Kings; and (3) $5,000 on July 25, 2014, by Sok.

As to the latter three payments comprising the $12,500, Deol had testified at trial that the payments were unrelated to the agreement and were instead payments for personal loans she had made to Sok. The trial court did not find Deol’s testimony credible on that issue. The trial court also declined the defendants’ request to offset against the amount due under the agreement ($23,215.84) Deol received for colisting properties handled through Sok’s real estate business. The court explained the defendants provided no proof that such payments were intended to satisfy the debt due under the agreement.

At the conclusion of trial, defense counsel made a verbal motion pursuant to Code of Civil Procedure section 631.8 for judgment in favor of KOR and Fore Kings because the entities were not parties to the agreement. Deol disputed the motion as to KOR and Fore Kings. Deol argued, among other things, that Fore Kings assumed liability under the agreement by making a payment to Deol and pointed to the alter ego doctrine based on Renquist’s sole ownership of Fore Kings, stating “there [are] no corporate formalities or line[s] being drawn between any of these companies.” The court denied the defense’s motion as to KOR and Fore Kings “because they were on the checks” and the entities “appeared to be used in a fungible manner by Mr. Renquist in terms of paying and things of that nature.” Defense counsel asked, under “what legal theory of liability can Fore Kings be held liable”; the court responded, “[a]lter ego.” As to KOR, the court explained Deol alleged it was an agent of RVEST and there was sufficient evidence to deny the motion. Defense counsel then added: “But, I mean, but what has been proved or not, Mr. Renquist testified they are all separate entities, Your Honor.” The court responded: “Well, that wasn’t all he testified to.”

The trial court found Deol was owed $59,946.50 for the breach of contract. It imposed joint and several liability on RVEST, Renquist, Sok, Fore Kings, and KOR after finding Deol had proven an agency relationship among and between those defendants “in terms of the interplay of corporate names and the agency relationship among all [d]efendants in carrying out the requirements of the [agreement].”

The court further granted Deol’s request for prejudgment and prefiling interest at the statutory rate of 10 percent. The court found the amount owed under the agreement was ascertainable and defendants knew the amount owed. The total prefiling and prejudgment interest awarded was $19,440.07, comprising of the sum of four separate interest calculations based on dates late payments were made to Deol. The trial court’s calculations in this regard are not challenged on appeal; defendants challenge only the trial court’s authority to grant prejudgment interest.

The trial court entered judgment in favor of Deol against RVEST, Renquist, Sok, KOR, and Fore Kings in the amount of $82,952.67.

III

The Pertinent Trial Testimony

The trial comprised of the testimony of Deol, Sok, and Renquist. We summarize only the testimony of Sok and Renquist generally pertinent to the issues on appeal.

Sok testified she was Renquist’s assistant and the assistant for his corporate entities, including RVEST. She could sign checks on behalf of the corporate entities but only when so authorized by Renquist. Sok explained Deol was not paid in accordance with the agreement because RVEST was experiencing cash flow difficulties.

Sok believed RVEST and Renquist had obligations under the agreement but she denied having any. Nonetheless, Sok confirmed she paid Deol some of the sums owed under the agreement out of her own pocket because she was going to purchase the property and felt she could pay some of the debt down. She further testified Deol agreed to accept late payments, which Deol disputed — Deol testified she continually demanded payment in 2012, 2013, and 2014.

At some point prior to Sok purchasing the property, RVEST transferred the property to KOR. As the trial court explained in its statement of decision: “Because Defendant Renquist was the owner and principal of both entities, he simply transferred the subject property to KOR . . . , for no money. There was no money paid in this transaction.” When asked why the property was transferred to KOR, Sok responded: “R[VEST] was no longer doing business, and [Renquist] used KOR . . . , which is the same manager and owner of R[VEST].” On the grant deed transferring the property, Renquist noted the grantor and grantee “are comprised of the same parties and their proportional interest remains the same immediately following transfer.”

Sok also testified that, although Fore Kings was not a party to the agreement, it paid Deol because “Fore Kings, KOR, R[VEST], and RCMR is the same owner. So it doesn’t matter where those checks were coming from.” Later in her testimony, Sok reiterated: “We pay her when we have it. It doesn’t matter if it’s from Fore Kings, R[VEST], RCMR, KOR, or myself. As long as we have it, we will pay her.” Deol was paid from whatever account had funds in it. Renquist would move money between the accounts “as he felt like it.”

Renquist testified he is the sole member of RVEST and its president. Sok worked as his assistant for many years and he and Sok were married at the time of trial. Sok wrote and signed checks for the payments to Deol, however, no checks were written without Renquist’s approval on behalf of RVEST. Renquist said he did not negotiate the agreement; Sok and Deol negotiated the agreement and he just agreed to it. Renquist further testified RVEST was responsible for the monthly payments listed in the agreement.

Renquist confirmed that a $25,000 payment to Deol was made from his personal joint checking account with Sok. Renquist explained that, although RVEST was responsible for the payments in the agreement, and he generally kept the various defendant corporate entities legally separated, he did not follow corporate formalities because “this joint venture was not a business joint venture” but rather “a very relaxed agreement” with “a very close friend.”

When RVEST transferred the property to KOR, Renquist was winding down RVEST because it was not making a profit and he was no longer using the entity in transactions. Renquist did not pursue a new joint venture agreement with Deol because he believed they “had a joint venture in place that was working.”

DISCUSSION

I

Standard Of Review

“On appeal, we presume the judgment is correct. ‘ “All intendments and presumptions are indulged to support it on matters as to which the record is silent, and error must be affirmatively shown” ’ by the appellant. [Citation.] ‘In general, in reviewing a judgment based upon a statement of decision following a bench trial, “any conflict in the evidence or reasonable inferences to be drawn from the facts will be resolved in support of the determination of the trial court decision. [Citations.]” [Citation.] In a substantial evidence challenge to a judgment, the appellate court will “consider all of the evidence in the light most favorable to the prevailing party, giving it the benefit of every reasonable inference, and resolving conflicts in support of the [findings]. [Citations.]” [Citation.] We may not reweigh the evidence and are bound by the trial court’s credibility determinations. [Citations.] Moreover, findings of fact are liberally construed to support the judgment.’ [Citation.]

“ ‘The substantial evidence standard applies to both express and implied findings of fact made by the superior court in its statement of decision rendered after a nonjury trial.’ [Citation.] ‘The court’s statement of decision is sufficient if it fairly discloses the court’s determination as to the ultimate facts and material issues in the case.’ [Citation.] ‘ “Where [a] statement of decision sets forth the factual and legal basis for the decision, any conflict in the evidence or reasonable inferences to be drawn from the facts will be resolved in support of the determination of the trial court decision.” ’ [Citation.]

“A party may avoid implied findings in favor of a judgment, and preserve perceived error in a statement of decision, by making specific objections to the statement of decision. Code of Civil Procedure sections 632 and 634 prescribe a two-step process for doing so. ‘[F]irst, a party must request a statement of decision as to specific issues . . . ; second, if the court issues such a statement, a party claiming deficiencies therein must bring such defects to the trial court’s attention to avoid implied findings on appeal favorable to the judgment . . . .’ ” (In re Marriage of Ciprari (2019) 32 Cal.App.5th 83, 93-94.)

If a party fails to “ ‘bring ambiguities and omissions in the factual findings of the statement of decision to the trial court’s attention,’ ” “ ‘the reviewing court will infer the trial court made every implied factual finding necessary to uphold its decision, even on issues not addressed in the statement of decision.’ ” (State Bar of California v. Statile (2008) 168 Cal.App.4th 650, 673.) “ ‘The question then becomes whether substantial evidence supports the implied factual findings.’ ” (Ibid.)

Defendants did not file timely objections to the final statement of decision. We, accordingly, infer every implied factual finding necessary to uphold the judgment.

II

Renquist Is Liable For Breach Of Contract Under The Alter Ego Doctrine

Renquist argues he cannot be held liable for the breach of contract under the trial court’s agency theory because his conduct was not wrongful within the meaning of section 2343. Renquist also argues he cannot be held liable under a managing member theory. Deol responds Renquist is liable under both theories, and under the alter ego doctrine because he created “a unity of interest and ownership between himself and his several entities by willingly transferring properties between the entities, sharing funds and utilizing each entity in some way throughout the period of the [agreement].”

We conclude Renquist is liable for the breach of contract under the alter ego doctrine. “ ‘If the decision of a lower court is correct on any theory of law applicable to the case, the judgment or order will be affirmed regardless of the correctness of the grounds upon which the lower court reached its conclusion.’ ” (Estate of Sapp (2019) 36 Cal.App.5th 86, 104.) As such, we do not consider Renquist’s remaining arguments.

“Agency and alter ego are two different and distinct concepts. In the case of an alter ego, the court pierces the corporate veil. In the case of an agency the corporate identity is preserved but the principal is held liable for the acts of its agent.” (Northern Natural Gas Co. v. Superior Court (1976) 64 Cal.App.3d 983, 994.) “The figurative terminology ‘alter ego’ and ‘disregard of the corporate entity’ is generally used to refer to the various situations that are an abuse of the corporate privilege.” (Minton v. Cavaney (1961) 56 Cal.2d 576, 579.)

“Ordinarily, a corporation is regarded as a legal entity, separate and distinct from its stockholders, officers and directors, with separate and distinct liabilities and obligations. [Citations.] A corporate identity may be disregarded — the ‘corporate veil’ pierced — where an abuse of the corporate privilege justifies holding the equitable ownership of a corporation liable for the actions of the corporation.” (Sonora Diamond Corp. v. Superior Court (2000) 83 Cal.App.4th 523, 538.) “The equitable owners of a corporation, for example, are personally liable when they treat the assets of the corporation as their own and add or withdraw capital from the corporation at will [citations]; when they hold themselves out as being personally liable for the debts of the corporation [citation]; or when they provide inadequate capitalization and actively participate in the conduct of corporate affairs.” (Minton v. Cavaney, supra, 56 Cal.2d at p. 579.)

To succeed on an alter ego claim, a plaintiff must show: (1) “such a unity of interest and ownership between the corporation and its equitable owner that no separation actually exists,” and (2) “an inequitable result if the acts in question are treated as those of the corporation alone.” (Sonora Diamond Corp. v. Superior Court, supra, 83 Cal.App.4th at p. 538.) Factors that support an alter ego finding include commingling of funds or assets of separate entities; an individual’s treatment of the corporate entity’s assets as his own; the holding out by an individual that he is personally liable for the debts of the corporate entity; sole ownership of all of the stock in a corporate entity by one individual or the members of a family; and the disregard of legal formalities and the failure to maintain arm’s length relationships among related entities. (Leek v. Cooper (2011) 194 Cal.App.4th 399, 417-418.)

Deol asserted Renquist was the alter ego of RVEST in her complaint and following the presentation of evidence at trial. The court also mentioned alter ego liability during trial. Deol raises the doctrine again in this appeal and Renquist was given the opportunity to respond. Renquist appropriately takes issue with Deol’s failure to cite to evidence in the record but our independent review of the record reveals the alter ego doctrine applies under the facts of this case.

Renquist was the sole member and owner of RVEST; i.e., he owned all of the stock. He testified that he did not follow corporate formalities because “this joint venture was not a business joint venture” but rather “a very relaxed agreement.” Renquist thus personally paid RVEST’s debt to Deol from his joint bank account with Sok, holding himself out as being personally liable for RVEST’s debts. His other corporate entity, Fore Kings, also paid Deol under the agreement because, as Sok testified, Renquist was the owner of Fore Kings, KOR, and RVEST, and “it d[id not] matter where those checks were coming from.” Sok, who had been Renquist’s assistant for many years, testified that Renquist moved money between the corporate entities’ accounts “as he felt like it” and that payments would be made from whatever account had funds. Renquist also transferred the property from RVEST to KOR for no money because RVEST was no longer conducting business, further disregarding the arm’s length relationship among his related entities. The trial court appropriately noted that Renquist used his corporate entities “in a fungible manner” in terms of paying for RVEST’s obligations under the agreement.

The foregoing facts taken together support the conclusion that there was such a unity and ownership between RVEST and Renquist that no separation actually existed with respect to the obligations under the agreement. It would further be inequitable to treat the breach of contract as RVEST’s obligation alone because the corporate entity no longer conducts business. Under the facts of this case, we thus conclude the alter ego doctrine applies to hold Renquist liable for the breach of contract.

III

Sok Is Not Liable For Breach Of Contract

Sok argues she cannot be held liable for the breach of contract, asserting two theories — agency and third-party beneficiary. As to the agency theory, Sok does not challenge the trial court’s finding that she was an agent of RVEST and Renquist. She argues instead that she cannot be held liable for RVEST’s or Renquist’s breach of contract because her conduct was not wrongful within the meaning of section 2343, precluding the imposition of such liability under agency principles. We agree. We accordingly do not consider her alternative third-party beneficiary argument.

A

The Agency Argument Is Not Forfeited

Deol argues Sok forfeited any argument pertaining to her agency liability because she failed to raise it in the trial court. Sok responds the trial court’s liability finding “is a legal error appearing on the face of the statement of decision and can be raised for the first time on appeal.” (Underlining omitted.) She adds the application of the statute to undisputed facts is a question of law and thus an issue properly before us.

We conclude Sok did not forfeit her challenge to the liability finding. As explained post, an agent’s liability for his or her principal’s breach of contract turns on whether section 2343 imposes such liability. The burden was on Deol to prove Sok’s liability under the statute. (See Kurtin v. Elieff (2013) 215 Cal.App.4th 455, 479 [violation of section 2343 is a cause of action].) “Generally, an affirmative defense relies on a fact that is independent of the factual allegations essential for the plaintiff’s claim.” (People v. Superior Court (J.C. Penney Corp., Inc.) (2019) 34 Cal.App.5th 376, 399, fn. 15.) Thus, Sok did not need to raise section 2343 as an affirmative defense at trial to preserve her challenge on appeal. She merely needed to dispute her liability, which she did.

B

Section 2343

Section 2343 provides: “One who assumes to act as an agent is responsible to third persons as a principal for his acts in the course of his agency, in any of the following cases, and in no others: [¶] . . . [¶] 3. When his acts are wrongful in their nature.” Thus, “the normal rule [is] that agents are not liable for the torts or breaches of contract of their principals,” unless, as is pertinent here, the agents’ acts are “ ‘wrongful in their nature.’ ” (Kurtin v. Elieff, supra, 215 Cal.App.4th at p. 480.) The “wrongful in their nature” clause codifies the rule “that agents are responsible for their own independent torts and breaches of contract in connection with ‘acts in the course of their agency.’ ” (Ibid.; accord Peredia v. HR Mobile Services, Inc. (2018) 25 Cal.App.5th 680, 693.)

We have found no facts in the record supporting an implied finding that Sok committed an independent tort or breached an agreement with Deol in the course of her agency with RVEST or Renquist. Deol identifies Sok’s wrongful actions supporting the imposition of liability as follows: she was “at all times involved in the agreement” and “involved in the business workings of R[enquist], RVEST and KOR as their agent,” her “wrongful conduct surrounding the [joint venture] Agreement and sale of the underlying property . . . led to the breach of the [joint venture] Agreement,” “despite all actions being authorized by RVEST, [Sok] felt it necessary to ensure D[eol] was paid back, so she wrote personal checks to D[eol] and claimed that she was doing so ‘to help her friend out,’ ” “S[ok]’s own testimony shows that she not only negotiated the agreement and was the only individual to benefit from it, but that she was well aware of the [sic] D[eol]’s involvement in the Subject Property,” “S[ok] was so involved that she wrote all checks, including personal checks, given to D[eol] and that she made every attempt to pay D[eol] the money due to her under the [joint venture] Agreement,” and “as S[ok] and R[enquist] are married, they both stand to benefit for the illicit gains from this breached agreement.”

We fail to see how any of the foregoing actions could constitute an independent tort supporting liability under section 2343. And, although Deol argues Sok could be liable for her own breach of contract in the course of her agency, Deol identifies no such breach. The breach of contract occurred because RVEST was experiencing cash flow difficulties. We, accordingly, conclude section 2343 precludes the imposition of liability on Sok under agency theory for RVEST’s or Renquist’s breach of contract.

IV

The Prejudgment Interest Award Was Appropriate

Defendants argue the trial court erred in granting Deol’s request for prejudgment interest because the amount owed to Deol was disputed and uncertain. Specifically, they argue: (1) the amount due was disputed because Deol asserted some of the money she received was payback for personal loans unrelated to the agreement and defendants asserted payments to Deol for colistings with Sok were payments toward the amount owed under the agreement; and (2) the due date was uncertain because Sok and Renquist testified Deol repeatedly agreed to wait for payment, whereas Deol testified she repeatedly demanded payment. The sole question before us is whether the contractual damages were sufficiently certain to impose prejudgment interest. We conclude they were.

Where there is no express contract covering interest on amounts due, sections 3287 and 3302 award interest on money from the time it becomes due and payable if such time and amount is certain or can be made certain by calculation. (See Budget Finance Plan v. Sav-On Food Club, Inc. (1955) 44 Cal.2d 565, 572, fn. 6.) Section 3302 provides: “The detriment caused by the breach of an obligation to pay money only, is deemed to be the amount due by the terms of the obligation, with interest thereon.” Section 3287, subdivision (a), further provides: “A person who is entitled to recover damages certain, or capable of being made certain by calculation, and the right to recover which is vested in the person upon a particular day, is entitled also to recover interest thereon from that day, except when the debtor is prevented by law, or by the act of the creditor from paying the debt.”

“[I]t is clear the policy underlying the [certainty] requirement for prejudgment interest . . . is that in situations where the defendant could have timely paid that amount and has thus deprived the plaintiff of the economic benefit of those funds, the defendant should therefore compensate with appropriate interest.” (Wisper Corp. v. California Commerce Bank (1996) 49 Cal.App.4th 948, 962.) Conversely, “where a defendant does not know what amount he owes and cannot ascertain it except by accord or judicial process, he cannot be in default for not paying it.” (Conderback, Inc. v. Standard Oil Co. (1966) 239 Cal.App.2d 664, 689-690.)

“ ‘Where the defendant commits a breach of contract to pay a definite sum of money . . . , interest is allowed on the amount of the debt or money value from the time performance was due, after making all the deductions to which the defendant may be entitled.’ ” (Lineman v. Schmid (1948) 32 Cal.2d 204, 211, citing Rest., Contracts, § 377, cl. (a).) Thus, “[f]or the non-payment of a definite sum of money, interest is always recoverable except when otherwise agreed, provided that payment has become due and there has been a breach.” (Rest., Contracts, § 377, com. e, p. 544.) As an illustration: “A contracts to sell to B all the potatoes to be grown on A’s farm during a specified year, at 90 cents per bushel. The potatoes are delivered as agreed, the actual amount being 100 bushels. No part of the price has been paid. B mistakenly asserts that only 50 bushels were delivered and that these were paid for when received. A can get judgment for $90 with interest from the date when payment was due.” (Rest., Contracts, § 377, illus. 3, p. 546.)

From the foregoing example and rule we draw that the certainty inquiry turns on whether the defendant knew or was able to calculate the amount due to the plaintiff at the time of the breach of contract. If the question is answered in the affirmative, the certainty requirement is met, and interest is due. We also draw from the foregoing that the deductions to which the defendant is entitled does not inform the certainty inquiry; interest would obviously only accrue on the amount to which the plaintiff is entitled following any offset for appropriate deductions (e.g., for late payments made).

Deol was entitled to interest because the agreement provided for specific payments at specific times. The sums owed to Deol pursuant to the agreement was fixed by its terms, and defendants do not challenge the trial court’s finding that “[d]efendants actually knew the amount owed” and that the amount was ascertainable.

As to the timing of the sums due, we infer the trial court made the implied factual finding that Deol did not agree to “wait for her money way beyond the time constraints contained in the” agreement, as defendants contend. (State Bar of California v. Statile, supra, 168 Cal.App.4th at p. 673.) Substantial evidence supports that finding; as defendants note, Deol testified she demanded payment in 2012, 2013, and 2014. (See In re Marriage of Mix (1975) 14 Cal.3d 604, 614 [testimony of single witness is substantial evidence].) We thus affirm the award of prejudgment interest.

DISPOSITION

The judgment is reversed as to Sok and affirmed in all other aspects. Deol shall recover her costs on appeal to be paid by Renquist. (Cal. Rules of Court, rule 8.278(a)(3) & (5).)

/s/

Robie, Acting P. J.

We concur:

/s/

Mauro, J.

/s/

Hoch, J.