Opinion
G053083
06-26-2017
CANNAE FINANCIAL, LLC, Plaintiff and Respondent, v. JOHN BRAL, Defendant and Appellant.
Samini Scheinberg, Bobby Samini and Matthew M. Hoesly; Chapman Law Office and Lloyd K. Chapman for Defendant and Appellant. Levy, Small & Lallas, Tom Lallas and Mark D. Hurwitz for Plaintiff and Respondent.
NOT TO BE PUBLISHED IN OFFICIAL REPORTS
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 This opinion has not been certified for publication or ordered published for purposes of rule 8.1115. (Super. Ct. No. 30-2014-00733044) OPINION Appeal from a judgment of the Superior Court of Orange County, Gregory H. Lewis, Judge. Affirmed. Samini Scheinberg, Bobby Samini and Matthew M. Hoesly; Chapman Law Office and Lloyd K. Chapman for Defendant and Appellant. Levy, Small & Lallas, Tom Lallas and Mark D. Hurwitz for Plaintiff and Respondent.
* * *
John Bral appeals from the entry of judgment in favor of Cannae Financial, LLC, (Cannae) after the trial court granted Cannae's motion for summary judgment to enforce Bral's personal guaranty on a commercial loan. Bral contends the court erred in denying his ex parte request for a continuance on the eve of the summary judgment hearing because an attorney at one of two firms representing him had been hospitalized for about 10 days. The sick attorney returned to work on reduced hours about two and one-half weeks (17 days) before the summary judgment opposition was due, and he and the other firm representing Bral each assumed the other would prepare the opposition, thereby allowing 10 more days to pass after the opposition was due before seeking a continuance. Bral also contends the trial court erred in granting summary judgment because Cannae did not meet its initial burden as the moving party to show it was entitled to judgment as a matter of law. Finding no merit in these contentions, we affirm the judgment.
I
FACTUAL AND PROCEDURAL BACKGROUND
Premier Business Bank (Premier) made a $250,000 loan to Ocean View Medical Investors, LLC, (OVMI) in February 2013 with a maturity date less than a year later in January 2014. Bral, as one of OVMI's primary stakeholders and a managing member, personally guaranteed the loan, and he asserts his former business partner, Barry Beitler, an OVMI managing member at the time, also executed a similar written personal guaranty for the loan and further ensured that the Beitler Family Trust did so too. After the loan came due and OVMI failed to make any payments, Premier twice sent written notices to OVMI, Bral, and Beitler in February 2014 that the loan was in default, including notice that the default interest rate now applied.
On February 27, 2014, Cannae and Premier executed a "Loan Sale Agreement" in which Cannae purchased "all of [Premier's] right, title, and interest" in the OVMI loan, including Bral's personal guaranty and any ensuing payments on the loan, though there had been none at that time. According to Bral, Beitler formed Cannae the day before Cannae purchased the OVMI loan and furnished Cannae the funds it used to make the purchase.
Bral also claims on appeal that "there is a civil action now pending in Los Angeles Superior Court to address the propriety of Beitler's actions."
In July 2014, after neither OVMI nor its guarantors made payments on the OVMI loan despite the February default notices, Cannae filed this action against Bral for breach of a personal guaranty. At a hearing in October 2014 at which Bral's counsel, Samini Scheinberg, PC, (the Samini firm) appeared on his behalf, the trial court set a trial date for July 13, 2015. Sometime in the ensuing months, Bral also retained sole practitioner Lloyd K. Chapman as additional counsel to represent him in the matter.
On March 18, 2015, Cannae filed a motion for summary judgment and served the motion on Bral through both his counsel. The hearing on the motion was set for 75 days later on June 1, 2015, with the due date for Bral's opposition, if any, therefore falling two weeks earlier, on May 18, 2015. (Code Civ. Proc., § 437c, subd. (b)(2); all further undesignated statutory references are to this code.) Three weeks after receiving the motion, Bral, through the Samini firm, served discovery requests on Cannae in early April 2015, including form interrogatories, special interrogatories, requests for admission, and requests for production of documents. Cannae timely served its responses on May 14, 2015, and Bral raised no objection to the responses, nor sought to compel further answers, nor requested any additional discovery. Meanwhile, on May 4, 2015, Bral had served Cannae with a demand for exchange of expert witness information.
The May 18, 2015, due date for Bral's summary judgment opposition passed with neither an opposition, nor a request for a continuance. Ten additional days passed. On the eleventh day, a Friday, Bral on May 29, 2015, through his cocounselors Chapman and the Samini firm, filed an ex parte application to continue the hearing on the summary judgment motion (MSJ hearing), which was set for the following Monday, June 1, 2015, so Bral could file a late opposition to the summary judgment motion and Cannae could then file a reply.
Bral's ex parte request stated: "This Application is made on the grounds that defendant[] need[s] discovery to oppose the motion but moving party responded with evasive answers and objections that are largely frivolous; that defendant's counsel Lloyd Chapman was hospitalized for much of April[] 2015 and then on restricted work hours, and [on] confusion between cocounsel [that] resulted in no opposition being timely filed and [in] . . . delay in this application for a discovery continuance . . . ." In requesting that the MSJ hearing be postponed for three weeks, to June 22, 2015, Bral stated he "hereby waive[d]" the 30-day period ordinarily required between a summary judgment hearing and trial (see § 437c, subd. (a) [court may allow less than 30 days for good cause]), and asserted the MSJ hearing therefore could be "re-scheduled without interfering with the July 13 trial date."
In his accompanying declaration, Chapman explained that he was hospitalized for three days, April 11 to 13, 2015, and again for about a week from April 25 to May 1 "wh[en] I was diagnosed with a relatively uncommon blood disorder caused by a defect in my bone marrow. I was then on restricted work hours (and still do not work 'full' attorney days). For that reason, I thought Mr. Hoesly [of the Samini firm] would prepare the opposition [to] the motion for summary judgment." Chapman noted that when the summary judgment motion was served on March 18th, with the opposition due two months later on May 18th, "Mr. Hoesly and I discussed what needed to be done to oppose the motion," but "[a]t that time, we had not decided who would be primarily responsible for the opposition."
For his part, Hoesly also submitted a declaration with Bral's ex parte request, explaining, "I was unaware that Mr. Chapman was hospitalized in April and restricted from work during the first part of May. I was not informed of his hospitalization." Hoesly "believed that co-counsel, Mr. Chapman, was going to prepare the opposition to the motion for summary judgment. I only found out today that he did not." Asserting that further discovery "is necessary for defendant's opposition to the motion for summary judgment," Hoesly noted that "[e]arlier this year I propounded to plaintiff form interrogatories, special interrogatories, requests for admission, and requests for documents. Plaintiff responded on May 14. Plaintiff produced no documents. Plaintiff asserted mostly objections, the vast majority of which were frivolous. Any answers to interrogatories was [sic] evasive." Bral did not include with his ex parte request the discovery he had propounded, nor Cannae's responses.
The trial court heard Bral's motion to continue the summary judgment hearing the morning it was filed, May 29th, and Hoesly and an attorney representing Cannae appeared. Cannae also filed an opposition to Bral's ex parte application that same morning, before the hearing. In its opposition, Cannae observed, "Neither Mr. Chapman nor Mr. Hoesly states that Bral was unaware of the May 18, 2015 opposition deadline. While Mr. Chapman has had serious health issues that required hospitalization, (i) his declaration indicates that he was out of the hospital by May 1, 2015, which left 17 days before the May 18, 2015 deadline for counsel at least to contact each other about preparing any opposition to the MSJ, and (ii) if Mr. Hoesly truly was unaware of Mr. Chapman's health issues, then those health issues do not explain Bral's failure to address any need for a continuance or extension in a timely manner. Indeed, if the discovery that Mr. Hoesly mentions in his declaration were so critical to the preparation of an opposition to the MSJ, and if he believes that Cannae's timely responses on May 14, 2015 were deficient, then Mr. Hoesly, if he thought Mr. Chapman was preparing opposition papers, presumably would have advised Mr. Chapman about the discovery issues before the May 18, 2015 opposition deadline so that they could have been timely raised as a basis for seeking an extension or continuance."
At the hearing on the ex parte motion, Hoesly ascribed the error to "miscommunications . . . with regard to the opposition. Our understanding was he was preparing it. He was hospitalized for a period of time with a very serious — what turned out to be a very serious condition" that "Mr. Chapman would prefer . . . not be disclosed, especially on the record." Hoesly continued, "In any event, the bottom line is I was under the impression that he was handling it. He assumed that since there was only a limited amount of time for him to file it, that we were doing it." Hoesly added that he "had been working the last 13 days on [an] appellate brief" in a different matter, but did not suggest no one else in his firm was available.
When the trial court inquired about further discovery, Hoesly responded, "At this point, your Honor, if the court is not inclined to allow us to do that discovery, . . . we could even forego that. We could just argue with what we have right now. But obviously, we are going to have a meet and confer immediately with plaintiff's counsel [to] try to get some documents. No documents have been produced, not a single document. But we are prepared, wors[t] case scenario, just to move forward with what we have got right now[.]" If no further discovery were permitted, Hoesly proposed filing the opposition two court days later, on Tuesday, June 2, 2015, the day after the scheduled MSJ hearing date. Hoesly would be busy on another case, but Chapman would prepare the opposition over the weekend, and finalize with Hoesly on Monday to submit the next day.
Cannae opposed the continuance based on the ample notice of the trial date and statutory deadlines, pointing out also that "yesterday was the first time we heard there was any issue with the discovery responses that we served two weeks ago," and it was also the first time Cannae learned of the "supposed need for further discovery before an opposition could be prepared." Noting that "nothing in the ex parte application" described the additional discovery Hoesly sought nor how it was "pertinent to the opposition," and neither did Hoesly's motion describe how Cannae's responses were deficient, counsel asserted Cannae's discovery answers consisted of "substantive responses," "not simply objections." Observing that the scope and volume of discovery were limited because "[t]his is a case involving a single cause of action for breach of guarantee," counsel further explained that "in terms of . . . document production, this case not only had a verified complaint with documents attached, but we already had a summary judgment motion on file. To a large extent, the discovery responses referred to documents that were included in our evidence in support of the summary judgment motion."
The trial court denied Bral's application to file a late opposition and to continue the MSJ hearing, stating instead, "It is going to be heard on Monday. You are welcome to come back in and argue" the merits of the motion. Noting it had "already worked this matter up," the court gave counsel its tentative ruling to grant the summary judgment motion, concluding that "the plaintiff has met its burden to show the elements so that it is entitled to summary judgment." The court also observed, "Defendant has not shown that there is any triable issue of material fact. Defendant filed no opposition to the motion. The failure to address plaintiff's separate statement is grounds to grant the motion for summary judgment[.]"
Notwithstanding the trial court's ruling, Bral electronically filed an opposition the morning of the Monday hearing on Cannae's summary judgment motion. Bral's declaration submitted with the opposition was unsigned at the time of filing, but his appellate brief suggests his attorneys provided a signed copy to the court clerk at the time of the hearing. The trial court declined to accept the opposition, but allowed Bral to make a proffer of what it would show. First, however, the court addressed Chapman, observing, "There are two or more lawyers on this case for the defense. [¶] . . . [¶] If it . . . were you alone, I would grant [the] continuance because of the illness. I don't think anybody that's ill should be forced one way or the other, but you had more than one lawyer on this case."
The trial court reiterated later in the hearing, "The term 'good cause' which we're all familiar with, I would have found good cause for your illness, but it's not a situation of you alone. As counsel has stated, there were two law firms. There were — there was further activity after you were in the hospital between Mr. Hoesly and counsel for the plaintiff." The court concluded it could not grant a continuance "in good conscience as the judge because there was more than one lawyer." After hearing Bral's proffer concerning his opposition, which we discuss briefly in our discussion below, the court concluded it did not warrant granting a continuance or altering its tentative opinion. The court granted Cannae's summary judgment motion, subsequently entered judgment, and Bral now appeals.
II
DISCUSSION
A. The Trial Court Did Not Err in Denying a Continuance
Bral contends the trial court erred in denying his request for a continuance based on his attorney Chapman's ill health while Cannae's summary judgment motion was pending. Whether to grant or deny a request to continue summary judgment proceedings rests in the trial court's sound discretion. (Mahoney v. Southland Mental Health Associates Medical Group (1990) 223 Cal.App.3d 167, 170 (Mahoney).) The party seeking a continuance must demonstrate good cause. (Id. at p. 172; Cal. Rules of Court, rule 3.1332(c) [trial court "may grant a continuance only on an affirmative showing of good cause requiring the continuance"].) Factors bearing on whether to grant a motion for a continuance include whether the motion "could have been made earlier" and the proximity of the trial date or the 30-day discovery cut-off before trial. (Weil & Brown, Cal. Practice Guide: Civil Procedure Before Trial (The Rutter Group 2016) ¶ 10:208.1, p. 10-88; see also rule 3.1112(a) ["To ensure the prompt disposition of civil cases, the dates assigned for trial are firm. All parties must regard the date set for trial as certain"].)
Circumstances that "may indicate good cause include . . . [¶] (3) The unavailability of trial counsel because of death, illness, or other excusable circumstances." (Rule 3.1332(c).) In Mahoney, the trial court did not abuse its discretion in denying a continuance where "a recent illness had partially incapacitated counsel." (Mahoney, supra, 223 Cal.App.3d at pp. 169, 173 [flu and throat infection].) Mahoney explained the trial court reasonably could conclude no good cause was shown where counsel had decided weeks earlier to oppose the summary judgment motion, but took no steps to do so in the interim before he became sick a week and a half before the hearing, nor requested a continuance until the hearing date. (Id. at p. 173.)
Here, similarly, Chapman acknowledged in his declaration that he and cocounsel discussed opposing the summary judgment motion from the outset upon receiving notice of the motion. But neither did anything to file an opposition or request a continuance until the business day before the hearing, after more than two months or approximately 70 days elapsed. While Chapman was hospitalized for about 10 days in the interim with a serious illness, he was discharged 17 days before the opposition was due and almost a full month before the hearing date, but neither he nor cocounsel sought a continuance at that time. Instead, he returned to work, albeit with his work hours restricted to an undisclosed degree, but nothing in the record suggests he and cocounsel could not communicate by telephone, e-mail, or other means regarding his health status or the status of the case. Attorneys must keep their clients "informed of significant developments in matters with regard to which the attorney has agreed to provide legal services" (Bus. & Prof. Code, § 6068, subd. (m)), and this case illustrates the importance of cocounsel similarly staying abreast with each other. It appears, however, that each simply assumed the other was handling the matter, with neither attempting to reach or communicate with the other.
Bral relies on the general rule that "serious illness of an attorney or party is normally good cause for granting a continuance" (Weil & Brown, supra, ¶ 10:208.1, p. 10-88), as articulated by this court in Lerma v. County of Orange (2004) 120 Cal.App.4th 709 (Lerma) [summary judgment hearing] and the Second District in Hernandez v. Superior Court (2004) 115 Cal.App.4th 1242 (Hernandez) [trial date]. In particular, Bral quotes Hernandez for the principle that the efficiency promoted by "maintaining strict time deadlines" is "not an end in itself." (Id. at p. 1246.) As Hernandez explained, "Delay reduction and calendar management are required for a purpose: to promote the just resolution of cases on their merits. [Citations.] Accordingly, decisions about whether to grant a continuance or extend discovery 'must be made in an atmosphere of substantial justice. When the two policies collide head-on, the strong public policy favoring disposition on the merits outweighs the competing policy favoring judicial efficiency.' [Citation.] What is required is balance. 'While it is true that a trial judge must have control of the courtroom and its calendar and must have discretion to deny a request for a continuance when there is no good cause for granting one, it is equally true that, absent [a lack of diligence or other abusive] circumstances which are not present in this case, a request for a continuance supported by a showing of good cause usually ought to be granted.' [Citation.]" (Id. at pp. 1246-1247, original brackets.)
But Lerma and Hernandez are inapposite for the simple reason that each involved just one attorney representing a client. In Lerma, the attorney had been hospitalized for cancer treatment and surgery from the day the summary judgment motion was served until a few days before the opposition deadline, but nonetheless served a timely opposition that included a request for a continuance based on his medical condition. In Hernandez, the attorney died of pancreatic cancer before the trial without designating an expert on liability issues in a personal injury action. In each case, the trial court abused its discretion by denying a continuance altogether (Lerma) or an adequate continuance (Hernandez). Here, in contrast, the trial court plainly stated it would have granted a continuance if Chapman had been alone in representing his client.
Mahoney is further instructive where one attorney formerly able to consult with or rely on fellow counsel is no longer able to do so. There, in addition to his own illness for which he failed to seek a continuance until the day of the summary judgment hearing, the attorney attempted to show good cause on grounds his partner who typically handled the type of case at issue had recently left the firm. But as Mahoney explained, "A review of the file discloses that appellant's present counsel handled appellant's case from its inception; therefore, the present proceeding is not one in which counsel suddenly was required to assume responsibility for his client's case." (Mahoney, supra, 223 Cal.App.3d at p. 173.)
Similarly here, the Samini firm had handled Bral's case from the outset, so the trial court reasonably could determine this was not a situation involving replacement counsel thrust into new representation, as in Hernandez. While Hoesly was apparently busy with an appeal, the "press of business" ordinarily does not furnish good cause constituting excusable neglect. (Huh v. Wang (2007) 158 Cal.App.4th 1406, 1423-1424; see also 8 Witkin, Cal. Procedure (5th ed. 2008) Attack on Judgment in Trial Court, § 161, p. 757 [Office Errors or Press of Business].) Moreover, nothing in the record supports the conclusion he or his firm could not contact Chapman about the case or receive updates about Chapman's health. Instead, it appears each simply assumed the other would handle the opposition. Chapman noted he was "a solo practitioner in all senses," apparently with no other attorney, paralegal, or secretary in his office to track deadlines or make or receive calls concerning the case or his illness, but the trial court was entitled to presume "that the attorney has adequate office procedures in place for the proper operation of a law office." (In re Valinoti (2002) 4 Cal. State Bar Ct. Rptr. 498 [2002 Cal.Op. LEXIS 9, 107].Consequently, the trial court did not abuse its discretion in finding Bral had not met his burden to establish good cause for a continuance. B. The Trial Court Properly Granted Summary Judgment
Bral asserts the trial court erred in granting summary judgment because Cannae did not meet its initial burden to show it was entitled judgment as a matter of law and because Bral's proffer required denial of judgment in Cannae's favor. "A trial court properly grants summary judgment where no triable issue of material fact exists and the moving party is entitled to judgment as a matter of law. (Code Civ. Proc., § 437c, subd. (c).) We review the trial court's decision de novo." (Merrill v. Navegar, Inc. (2001) 26 Cal.4th 465, 476 (Merrill).)
Bral suggests the court "did not consider Cannae's evidence to determine if it was entitled to judgment." (Italics added.) He relies on the trial court's statement in its tentative decision that in the absence of an opposition, Bral's "failure to address plaintiff's separate statement is grounds to grant the motion for summary judgment," citing section 437c, subdivision (b)(3). The trial court did not err as that subdivision requires in the opposition "a separate statement that responds to each of the material facts contended by the moving party to be undisputed" and that "[f]ailure to comply with this requirement of a separate statement may constitute a sufficient ground, in the court's discretion, for granting the motion."
To be sure, the party opposing summary judgment has no burden to present any evidence until the moving party meets its burden to show it is entitled to judgment as a matter of law. (Hawkins v. Wilton (2006) 144 Cal.App.4th 936, 940 ["'Where the evidence presented by the [moving party] does not support judgment in his favor, the motion must be denied without looking at the opposing evidence, if any'"].) The trial court in granting summary judgment concluded "plaintiff has met its burden to show . . . it is entitled [to] summary judgment." We review that conclusion de novo. (Merrill, supra, 26 Cal.App.4th at p. 476.)
A plaintiff moving for summary judgment meets its burden of showing it is entitled to judgment by establishing there is no defense to the cause or causes of action it has pled. (§ 437c, subd. (p)(1); Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 849.) The plaintiff "has met [its] burden of showing that there is no defense to a cause of action if that party has proved each element of the cause of action entitling the party to judgment on the cause of action." (§ 437c, subd. (p)(1).) "Once the plaintiff . .. has met that burden, the burden shifts to the defendant . . . to show that a triable issue of one or more material facts exists as to the cause of action or a defense thereto." (Ibid.) The standard of proof applicable at trial governs the requisite showing each party must make. (Aguilar, at p. 851.) Thus, as here, a plaintiff who would bear the burden of proof by a preponderance of evidence at trial must in moving for summary judgment present evidence requiring a reasonable trier of fact to find more likely true than not the material facts underlying the elements of his or her causes of action. (Ibid.)
Cannae demonstrated it was entitled to judgment on Bral's guaranty after obtaining it by assignment. The elements of a cause of action for breach of a guaranty are: (1) a guaranty contract; (2) default by the borrower; (3) notice to the guarantor of the default; (4) nonpayment of the debt by the guarantor; and (5) resulting damages. (Gray1 CPB, LLC v. Kolokotronis (2011) 202 Cal.App.4th 480, 486; Torrey Pines Bank v. Superior Court (1989) 216 Cal.App.3d 813, 819.) Cannae presented ample evidence in the form of affidavits and supporting documentation showing that Premier made the OVMI loan, Bral guaranteed it, OVMI defaulted on the loan, OVMI and Bral received notice of the default, neither made any payments on the loan, and the defaulted loan amount damages, including interest as of May 31, 2015, was $313,041.69, accruing a further $78.13 in interest daily under the OVMI loan terms.
Cannae similarly proved it was entitled to enforce the guaranty by assignment. An assignment transfers the assignor's interest to the assignee. "Once a claim has been assigned, the assignee is the owner and has the right to sue on it. [Citations.]" (Johnson v. County of Fresno (2003) 111 Cal.App.4th 1087, 1096, original italics omitted; 1 Witkin, Summary of Cal. Law (10th ed. 2005) Contracts, § 735, pp. 819-820.) No particular form of assignment is necessary. (United California Bank v. Behrends (1967) 251 Cal.App.2d 720, 725.) "'"It is sufficient if the assignor has, in some fashion, manifested an intention to make a present transfer of his rights to the assignee."'" (Hearn Pacific Corp. v. Second Generation Roofing, Inc. (2016) 247 Cal.App.4th 117, 149 (Hearn).) Again, Cannae presented ample evidence in the form of (1) affidavits by Premier and Cannae executives attesting to the assignment and (2) in the Loan Sale Agreement transferring "all of Seller's rights, title and interest in" the OVMI loan from Premier to Cannae, specifically referencing and including Bral's guaranty. No more was required.
Bral contends three theories he proffered in opposition to summary judgment at the summary judgment hearing required the trial court to deny Cannae's motion. He is incorrect. He asserted the default rate of interest under the OVMI loan was only six percent, yielding an accruing daily interest amount of approximately $40 instead of the $78.13 calculated by Cannae. But as Cannae explained at the hearing and as reflected in the OVMI loan terms, the six percent interest figure was a "Default Rate Margin" added to interest rate calculation. (Italics added.)
Second, Bral also argued Cannae received no valid assignment of his loan guaranty because Premier and Cannae's Loan Sale Agreement stated the assignments contemplated in the agreement "will be done separately," as Bral phrased it at the hearing. The agreement, however, only provided for further documentation of the assignments. Even oral assignments may be valid (Civ. Code, § 1052), and under the terms of the agreement transferring all of Premier's rights, title and interest in the OVMI loan — and expressly including Bral's guaranty — there is no legal basis to conclude Premier's right to enforce the guaranty had not been transferred to Cannae. As noted, an assignment is nothing more than a transfer of rights (Hearn, supra, 247 Cal.App.4th at p. 149), and that transfer was effected in Premier and Cannae's loan sale agreement.
Finally, Bral also argued in his proffer opposing summary judgment that Cannae was not entitled to enforce Bral's guaranty because Beitler, rather than Cannae, was the true party who actually paid Premier for the rights to the OVMI loan, and in essentially paying off the loan, Beitler extinguished the guarantors' obligation on the loan. Bral quoted Great Western Bank v. Kong (2001) 90 Cal.App.4th 28, 32 (Kong) for the proposition that "[i]t has long been established in California that the assignment of a joint and several debt to one of the co-obligors extinguishes that debt." (Italics added.) Bral argues Beitler's recourse as the true payor was to seek proportional contributions from his fellow guarantors, the Beitler Family Trust and Bral, which Bral claims would limit his liability to "at most" one-third of the $250,000 OVMI loan amount, plus interest.
Bral's argument fails for at least two reasons. First, Beitler was not a co-obligor on the OVMI loan, and he therefore does not fall within Kong's statement that assignment of a joint and several debt to a co-obligor extinguishes the debt. To the contrary, the loan agreement was between Premier and OVMI, and while both Beitler and Bral signed the underlying promissory note, they did so as OVMI's executive officers. That did not make them obligors personally liable on the loan.
Second, Premier sold OVMI's loan obligation to Cannae, not Beitler. Bral argues the trial court should have deduced from Cannae's moving papers alone that Cannae was merely Beitler's alter ego, and on that basis should have denied Beitler/Cannae's summary judgment bid to enforce Bral's personal guaranty. This argument also fails for two reasons. First, courts are not at liberty simply to cast aside or disregard an entity's corporate form.
Asserted alter ego liability must be "approached with caution." (Las Palmas Associates v. Las Palmas Center Associates (1991) 235 Cal.App.3d 1220, 1249.) Whether to pierce the corporate veil is a fact-intensive inquiry involving, among other factors, "inadequate capitalization, commingling of funds and other assets, disregard of corporate formalities" (minutes, stock issuance, election of officers, segregation of corporate records), "identical equitable ownership in the two entities, and identical directors and officers." (Brooklyn Navy Yard Cogeneration Partners v. Superior Court (1997) 60 Cal.App.4th 248, 258; see, e.g., Zoran Corp. v. Chen (2010) 185 Cal.App.4th 799, 811 [enumerating a host of factors, no one of which is dispositive].) Bral, in failing to file his summary judgment opposition, presented no facts to suggest Cannae was Beitler's alter ego. Cannae's moving papers certainly did not state it was Beitler's alter ego, and while Bral attempts to piece together an alter ego theory from such facts as the date of Cannae's formation, the trial court was not required to engage in this exercise sua sponte. Simply put, "[i]ssues do not have a life of their own" (Jones v. Superior Court (1994) 26 Cal.App.4th 92, 99), but instead must be raised by the parties and supported with competent evidence and authority.
Additionally, it has long been held that the purpose of the alter ego doctrine is to prevent an inequitable result (Automotriz etc. v. Resnick (1957) 47 Cal.2d 792, 796), and that too is both a fact-intensive inquiry and one that is by no means suggested on the face of Cannae's moving papers. Cannae acknowledges that co-guarantors may have contribution claims against each other. (Morgan Creek Residential v. Kemp (2007) 153 Cal.App.4th 675, 683-685.) All that appears to have happened here is that Bral now must seek contribution from his coguarantors, just as another coguarantor would have to do upon paying some or all of OVMI's loan obligation. On its face, there is nothing inequitable in that result. Bral, after all, personally guaranteed full payment of the OVMI loan. Bral hints that in other pending litigation there may be issues of asserted fiduciary duties he and Beitler mutually owed each other when they were business partners, but he does not assert such duties exist between coguarantors. In any event, those issues are best left to be resolved where they have been raised, argued, and duly supported by evidence and authority. Because that did not occur here, the trial court did not err in granting summary judgment on the issues actually before it.
III
DISPOSITION
The judgment is affirmed. Respondent is entitled to its costs on appeal.
ARONSON, J. WE CONCUR: BEDSWORTH, ACTING P. J. THOMPSON, J.