Sterling v. Taylor11/26/2003
CERTIFIED FOR PUBLICATION
INTRODUCTION
Plaintiffs and appellants Rochelle Sterling et al., trustees of the Sterling Family Trust (plaintiffs), made claims, including for the ownership of three apartment buildings, based on written memoranda with defendants and respondents Lawrence N. Taylor (Taylor), Christina Development Corporation, Santa Monica Collection (SMC), Santa Monica Collection II and 1066 Corporation (collectively defendants). The trial court granted defendants' motion for summary judgment on the grounds that the writings violated the statute of frauds and were too uncertain for enforcement, and that plaintiffs' fraud claim failed as a matter of law. We hold that there are triable issues of fact as to the enforceability of the alleged agreement reflected by the writings. Even though parol evidence is necessary to clarify ambiguities in material terms in the writings, the writings, as presented by plaintiffs, comply with the statute of frauds and are not, as a matter of law, too indefinite to enforce. Therefore the summary judgment is reversed. We also hold that the fraud cause of action should be summarily adjudicated against the plaintiffs because they have not alleged sufficient facts or submitted sufficient evidence to raise a triable issue of fact with respect to the element of damages.
FACTUAL AND PROCEDURAL BACKGROUND
In January 2000, Taylor, a general partner of SMC, a limited partnership, contacted Donald T. Sterling (Sterling), a trustee of the Sterling Family Trust and one of the plaintiffs, and proposed that Sterling purchase various real estate properties, including the properties involved in this action that are known as Santa Monica Collection (SMC Properties).
During a March 13, 2000 meeting between Taylor and Sterling, Sterling prepared in handwriting a document dated March 13, 2000 entitled "Contract for Sale of Real Property" that reads as follows: "Seller Larry Taylor, & Christina Development, and Buyer Donald T. Sterling, Trustee of Sterling Family Trust, agree to the following terms and conditions:
D.P.
3,000,000
"1. Fox Plaza 3,000,000 (cash to loan)Price $31,000,000
"2. Barrington Bldg.2,000,000 DP Price $12,700,000
6,000,000 DP
"3. 808 4th St. )approx. 10.468 x gross income
"4. 843 4th St. }estimated income 1,600,000Price $16,750.00
"5. 1251 14th St.) escrow 30 days. Brentwood scrow
"Cash to loan.
"Contract to be completed within 30 days.
"Date 3/13/2000 Seller ____________
Buyer DTS "
The document was not signed by a "Seller." According to Sterling, the omission of Taylor's signature was inadvertent. Taylor said he refused to sign the document. Taylor claimed he told Sterling that he, Taylor, needed the approval of the limited partners of SMC.
On March 14 or 15, 2000, Sterling gave an accountant for SMC three checks from "Beverly Hills Properties," each check in the amount of $500,000 and purporting to be a "deposit" on each of the three SMC Properties: 808 4th Street, 843 4th Street, and 1251 14th Street.
Following a meeting between Sterling and Taylor on March 15, 2000, Sterling delivered a typewritten letter to Taylor that reads as follows:
"This letter will confirm our contract of sale of the above buildings.
"As we discussed I am leaving for a week. In order to expedite our sale pursuant to our contract, I agreed to give you the following deposits:
"1. 3025 Barrington Ave. $2,000,000.00
"2. 808 4th Street 500,000.00
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