Opinion
D072131
01-25-2018
VLADIMIR RAICEVIC et al., Plaintiffs and Appellants, v. ALAN L. GERACI, Defendant and Respondent.
Law Office of Jerry D. Cluff and Jerry D. Cluff, for Plaintiff and Appellant, Vladimir Raicevic. Harris & Collins and Charles B. Harris, for Plaintiff and Appellant, Imelda Raicevic. Hoge Law Firm, Charles T. Hoge, Care Law Group PC and Alan L. Geraci, for Defendant and Respondent, Alan L. Geraci.
NOT TO BE PUBLISHED IN OFFICIAL REPORTS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 This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.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. GIC881930) APPEAL from an order of the Superior Court of San Diego County, Ronald L. Styn, Judge. Affirmed. Law Office of Jerry D. Cluff and Jerry D. Cluff, for Plaintiff and Appellant, Vladimir Raicevic. Harris & Collins and Charles B. Harris, for Plaintiff and Appellant, Imelda Raicevic. Hoge Law Firm, Charles T. Hoge, Care Law Group PC and Alan L. Geraci, for Defendant and Respondent, Alan L. Geraci.
Plaintiffs Vladimir Raicevic and Imelda Raicevic, individually and as trustees of their respective family trusts (together, the Raicevics), appeal an order denying their motion to add defendant Alan L. Geraci as a judgment debtor in their successful fraud action against defendants Stephen F. Lopez and the law firm of Geraci & Lopez, a general partnership (Partnership). In a prior appeal in this case, we reversed a previous order granting the Raicevics' motion to amend the judgment to add Geraci as a judgment debtor, concluding that the trial court misconstrued applicable law and did not exercise its discretion under Code of Civil Procedure section 187. We remanded the matter for an evidentiary hearing. (Raicevic v. Geraci (Aug. 19, 2015, D065629) [nonpub. opn.] (Raicevic III).) On remand, the court conducted an evidentiary hearing on the Raicevics' motion, made specific findings of fact in its statement of decision, and denied the motion to amend the judgment to add Geraci as a judgment debtor. On appeal, the Raicevics contend that the court abused its discretion by denying their motion.
All statutory references are to the Code of Civil Procedure unless otherwise specified.
FACTUAL AND PROCEDURAL BACKGROUND
For a more detailed description of the factual and procedural background of the Raicevics' action against Lopez and the Partnership, refer to our opinion in Raicevic v. Lopez (Jan. 23, 2015, D061253) [nonpub. opn.] (Raicevic II).
In 2007, the Raicevics filed the instant action against Lopez, the Partnership, and other defendants alleging fraud causes of action. The trial court granted a motion for summary judgment in favor of Lopez and the Partnership, which we reversed in a prior appeal (Raicevic v. Lopez (Aug. 18, 2010, D055002) [nonpub. opn.] (Raicevic I)). On remand, the jury returned special verdicts finding Lopez and the Partnership liable for intentional and negligent misrepresentation and awarding the Raicevics $588,000 in compensatory damages. The trial court entered judgment in favor of the Raicevics. In Raicevic II, we reversed the award of attorney fees to the Raicevics, but affirmed the judgment against Lopez and the Partnership in all other respects. (Raicevic II, supra, D061253.)
The Raicevics filed a post trial motion to amend the judgment to add Geraci as a judgment debtor, arguing that section 187 authorized the trial court to amend the judgment to add Geraci as an additional judgment debtor on grounds of alter ego liability, successor entity liability, and Corporations Code section 16807 liability. Without an evidentiary hearing, the trial court issued an order granting the motion and entered an amended judgment adding Geraci as a judgment debtor. In Raicevic III, we reversed the amended judgment, concluding that the trial court misconstrued applicable law and did not exercise its discretion under section 187. We remanded the matter for an evidentiary hearing and an informed exercise of the court's discretion under section 187. (Raicevic III, supra, D065629.)
On remand, the trial court conducted an evidentiary hearing at which it heard the testimony of Geraci, Robert Hinzman (Geraci's expert accountant), and Jeffrey Porter (the Raicevics' expert accountant) and admitted in evidence voluminous exhibits. The Partnership was formed in 2004 and its general partners were Lopez and Alan L. Geraci, Inc. (also known as Alan L. Geraci, APLC, and Alan L. Geraci, Prof. Corp.) (Geraci P.C.). Geraci P.C., a subchapter S corporation, was formed for the practice of law and Geraci was its sole shareholder. The Partnership was terminated in 2011. Geraci wound down Geraci P.C. in 2012 and began practicing law through Care Law Group P.C., a newly formed professional corporation.
The underlying action in this case was based on a letter that Lopez wrote one or two days after the Partnership was formed, and involved one of Lopez's clients. Neither Geraci nor Geraci P.C. was named as a defendant in the underlying action. At the trial in the underlying case, Lopez was represented by independent counsel and the Partnership was represented by Geraci. After the jury awarded the Raicevics $588,000, Lopez and the Partnership each filed bankruptcy petitions. In 2013, the bankruptcy trustee in the Partnership's proceeding filed a "no asset" report without any creditor claims.
In this case, after hearing the testimony of witnesses, admitting exhibits in evidence, and receiving the parties' briefs, the trial court issued a 14-page statement of decision, setting forth the applicable legal standard and discussing the evidence and its findings on each of the three elements that the Raicevics were required to show in order to add Geraci as a judgment debtor under section 187. In particular, the court noted that under section 187, the court had authority to add an unnamed party as a judgment debtor if that party was the alter ego of a named judgment debtor and had control of, and was represented in, the underlying litigation. Alternatively, the court could add an unnamed party as a judgment debtor if the equities overwhelmingly favored adding that party as a judgment debtor and it was necessary to do so to prevent an injustice. The court quoted Relentless Air Racing, LLC v. Airborne Turbine Ltd. Partnership (2013) 222 Cal.App.4th 811, 815-816 (Relentless Air), in which the court stated that " '[i]n order to prevail in a motion to add judgment debtors, [the plaintiff] must show that (1) the parties to be added as judgment debtors had control of the underlying litigation and were virtually represented in that proceeding; (2) there is such a unity of interest and ownership that the separate personalities of the entity and the owners no longer exist; and (3) an inequitable result will follow if the acts are treated as those of the entity alone.' " Applying that standard of proof to the evidence presented at the evidentiary hearing, the court found that Geraci had control of the underlying litigation necessary to satisfy the first element. Although the court found that there was a sufficient unity of interest between the Partnership and Geraci P.C., it did not find a sufficient unity of interest between Geraci and the Partnership or Geraci P.C. Finally, the court found that although it would not be inequitable to impose alter ego liability on Geraci P.C., it would be inequitable to add Geraci as a judgment debtor. The court concluded: "under all of the circumstances, the equities do not overwhelmingly favor the amendment and it is not necessary to prevent an injustice." Accordingly, on March 14, 2017, the court issued an order denying the Raicevics' motion to amend the judgment to add Geraci as a judgment debtor.
The Raicevics filed a motion to modify the statement of decision and to vacate the March 14, 2017, order. On April 21, following a hearing, the court denied that motion. On April 27, the Raicevics timely filed a notice of appeal.
DISCUSSION
I
Section 187 and Amendments to Judgments Generally
In Raicevic III, we discussed a trial court's authority under section 187 to amend a judgment to add a judgment debtor. (Raicevic III, supra, D065629.) Amendment of a judgment to add an alter ego as a judgment debtor is an equitable procedure that, in effect, inserts the correct name of the real defendant. (Hall, Goodhue, Haisley & Barker, Inc. v. Marconi Conf. Center Bd. (1996) 41 Cal.App.4th 1551, 1554-1555.)
"The court may exercise its authority [under section 187] to impose liability upon an alter ego who had control of the litigation, and was therefore represented in it. [Citation.] The addition of a new party as judgment debtor stems from the concept of the alter ego doctrine, which is that an identity exists between the new party and the original party, whose participation in the trial leading to the judgment represented the newly added party." (Misik v. D'Arco (2011) 197 Cal.App.4th 1065, 1072.) "In addition, even if all the formal elements necessary to establish alter ego liability are not present, an unnamed party may be included as a judgment debtor if 'the equities overwhelmingly favor' the amendment and it is necessary to prevent an injustice." (Carolina Casualty Ins. Co. v. L.M. Ross Law Group, LLP (2012) 212 Cal.App.4th 1181, 1188-1189 (Carolina Casualty).)
As the trial court noted in its statement of decision, Relentless Air stated that to prevail on a section 187 motion to amend a judgment to add a judgment debtor, the plaintiff must show: "(1) the parties to be added as judgment debtors had control of the underlying litigation and were virtually represented in that proceeding; (2) there is such unity of interest and ownership that the separate personalities of the entity and the owners no longer exist; and (3) an inequitable result will follow if the acts are treated as those of the entity alone." (Relentless Air, supra, 222 Cal.App.4th at pp. 815-816.)
On appeal, a trial court's decision whether to amend a judgment to add a judgment debtor is reviewed for abuse of discretion. (Carolina Casualty, supra, 212 Cal.App.4th at p. 1189.) Under the abuse of discretion standard of review, if there exists a reasonable justification under the law for the court's action, we will not disturb the court's exercise of its discretion even though we may have taken a different view of the issue. (Gonzales v. Nork (1978) 20 Cal.3d 500, 507.) Alternatively stated, we will interfere with a trial court's exercise of its discretion only when we conclude under the circumstances, viewed favorably to support its decision, that no judge reasonably could have made that decision. (Smith v. Smith (1969) 1 Cal.App.3d 952, 958.)
We review a trial court's factual findings for substantial evidence to support them. (Smith v. Smith, supra, 1 Cal.App.3d at p. 958.) "When conducting a substantial evidence review, we must review the entire record in the light most favorable to the prevailing party, resolve all conflicts in the evidence in favor of the ruling or judgment being reviewed, and indulge all reasonable inferences in support of the [trial] court's findings. [Citation.] The [trial] court's resolution of conflicts in the evidence and credibility assessments are binding on this court." (Schneer v. Llaurado (2015) 242 Cal.App.4th 1276, 1286-1287.) "We do not reweigh evidence or reevaluate a witness's credibility." (People v. Guerra (2006) 37 Cal.4th 1067, 1129.)
II
Order Denying Motion to Amend Judgment to Add Geraci as Judgment Debtor
The Raicevics contend that the trial court abused its discretion by denying their motion to amend the judgment to add Geraci as a judgment debtor. In particular, they argue that the evidence showed that Geraci controlled the underlying litigation, that there was a unity of interest between Geraci and Geraci P.C., and that it would not be inequitable to add Geraci as a judgment debtor.
A
Statement of Decision
In its statement of decision, the trial court explained, in great detail, the factors that it considered and the findings it made on the three Relentless Air elements in denying the Raicevics' motion to amend the judgment to add Geraci as a judgment debtor. In particular, the court found that Geraci "had the control necessary to satisfy the first element of control of the underlying litigation. Moreover, [Geraci] was virtually represented in that the interests of the [P]artnership were represented in the trial." The Raicevics do not challenge that factual finding in their favor.
On the second element, the court found that there was a sufficient unity of interest between the Partnership and Geraci P.C. such that the separate personalities of the Partnership and Geraci P.C. no longer exist. However, the court further found that there was not a sufficient unity of interest between Geraci and the Partnership, or Geraci and Geraci P.C., to warrant an alter ego finding. In support of this finding, the court considered multiple factors, including the following:
(1) the Partnership's "books are not as clear as they might be;" "[w]hen the [P]artnership filed bankruptcy there were virtually no assets listed as partnership assets;" and "[t]here does not, however, appear to be any substantial assets that would have been available to creditors had the partners been more precise about individual partner assets versus partnership assets . . . ;" (2) the "[P]artnership accounting records appear to segregate funds;" (3) "[t]he partners,
like most professionals, drew out virtually all of the income received by the [P]artnership;" the Partnership had "virtually no good will value;" and "there is no intangible value to the [P]artnership which could have been sold and generated cash for the creditors;" (4) "except for one computer and some paper[,] [t]he rest of the assets appear to have been owned by the individual partners and there was no evidence as to what funds were used to acquire assets, if any, during the time of the partnership;" (5) "Geraci P.C. owned 50% of the [P]artnership and [Geraci] owned 100% of Geraci P.C.;" (6) the "[P]artnership operated out of two separate locations. Geraci P.C. and [Geraci] occupied one of the offices;" (7) "[t]here was virtually a total absence of partnership assets as each of the partners did not contribute any assets to the [P]artnership but rather continued to keep their own furniture and equipment and use it in their respective practices;" (8) the "[P]artnership does not appear to have had any capitalization;" (9) the "[P]artnership was in effect a shell because all the income was transferred out. However, this is typical of . . . partnerships, particularly law partnerships. Partnerships function differently from corporations and are not expected to retain earnings because if they did, those earnings would be taxed to the partners. . . . Therefore, the court finds the shell aspect of alter ego [liability] to be inapplicable to a law partnership;" (10) "[t]he use of the [P]artnership by Geraci P.C. seems to have added very little and the law practices appear to have been conducted separately;" (11) there was no concealment or misrepresentation of personal business activities; (12) the "[P]artnership attempted to have legal formalities, there was an agreement, it obtained liability insurance (although too late for this case) and it filed tax returns;" (13) there was no concealment or misrepresentation of the responsible ownership or management and financial interests; (14) "[t]here does not seem to be a great deal of formality [and] there does not appear to be any difference between the activities of the [P]artnership, Geraci P.C., and [Geraci];" (15) there was no evidence that the corporate (or partnership) entity was used to procure labor, services, or merchandise for another entity; (16) although Geraci P.C. took its clients as part of the dissolution of the Partnership, "the value of these assets was very small" and "[t]here is no great likelihood that had there been an allocation, that there would have been substantial assets available to creditors;" (17) there was no manipulation of corporate (or partnership) assets and liabilities and entities so as to concentrate the assets in one and the liabilities in another; (18) Geraci did not use Geraci P.C. specifically to shield him from liability in this case or as a subterfuge for illegal transactions; and
(19) there was no evidence a corporation (or partnership) was formed and used to transfer to it any existing liability.
On the third element, the court found that although it would not be inequitable to impose alter ego liability on Geraci P.C., it would be inequitable to impose alter ego liability on Geraci, personally. In support of this finding, the court considered multiple factors, including the following:
(1) because the Partnership has no assets, the judgment against it alone would be uncollectable; (2) Geraci P.C. has no assets; (3) there was no evidence regarding Geraci's assets; (4) Geraci was not involved in the underlying transaction; (5) Lopez's fraudulent acts occurred immediately after the Partnership was formed; (6) there was no evidence showing the Raicevics relied on Partnership assets or even knew they were dealing with anyone other than Lopez; (7) although "it would not be inequitable to impose alter ego liability on Geraci P.C.," the motion seeks to impose alter ego liability on Geraci personally; (8) many professional corporations (e.g., Geraci P.C.) are sole shareholder corporations; and (9) "[t]here is no evidence that funds were disbursed from Geraci P.C. to [Geraci] without observing the corporate formalities."The court stated: "Although the court finds that [Geraci] controlled the litigation . . . , the court has difficulty finding that the corporate entity of Geraci P.C. should be ignored notwithstanding the finding that Geraci P.C. was the alter ego of [the Partnership]." Furthermore, although Geraci controlled Geraci P.C. which, in turn, controlled the Partnership, "[t]his does not lead to the conclusion that [Geraci] should be added as a defendant as the alter ego of [the Partnership] merely because the corporation of which he was the sole shareholder controlled [the Partnership]." Regarding the third element of an inequitable result, the court concluded:
"[Geraci P.C.] was the partner of [the Partnership]. [The Raicevics] could properly have expected Lopez and Geraci P.C. as the partners
to be responsible for the judgment against the [P]artnership. However, [Geraci] personally did not take any actions which would make him personally responsible for a judgment against the [P]artnership where, other than participating in the trial, he had nothing to do with the fraud that resulted in the judgment."
On the question of whether Geraci was the alter ego of Geraci P.C. or the Partnership, the trial court stated: "If operating as a professional corporation provides the same protections as any other corporation, assuming corporate formalities are observed and the other elements of alter ego are not present, then [Geraci] is not the alter ego of Geraci P.C. and there is not a unity of interest [and] ownership that the separate possibilities of the entity and the owners no longer exists." The court implicitly found that the corporate formalities had been observed in this case, stating: "For example, [in this case] there was no evidence of money moving back and forth between [Geraci] personally as opposed to the corporation and no evidence that the actions [Geraci] took with respect to [the Partnership] were done personally as opposed to through Geraci P.C." The court concluded: "Thus, under all of the circumstances, the equities do not overwhelmingly favor the amendment [to the judgment to add Geraci as a judgment debtor] and it is not necessary to prevent an injustice." Accordingly, the court denied the Raicevics' motion to amend the judgment to add Geraci as a judgment debtor.
B
Second Element
In support of their argument that the trial court abused its discretion by denying their motion to amend the judgment to add Geraci as a judgment debtor, the Raicevics cite certain evidence admitted during the evidentiary hearing that would support a finding on the second element of alter ego liability that there was a sufficient unity of interest between Geraci and Geraci P.C. (and, therefore, between Geraci and the Partnership). (Relentless Air, supra, 222 Cal.App.4th at pp. 815-816.) In particular, they argue that the evidence showed that: (1) there was no difference between the activities of the Partnership, Geraci P.C., and Geraci; (2) Geraci controlled Geraci P.C. which, in turn, controlled the Partnership; (3) there was an almost total absence of corporate assets and capitalization; (4) Geraci diverted corporate assets to the detriment of creditors; (5) Geraci P.C. was a mere shell corporation; (6) there were instances in which Geraci failed to maintain a distinction between Geraci P.C. and himself; and (7) there was a manipulation of the Partnership's assets and of Geraci P.C.'s assets. Assuming arguendo that there was evidence that would support the above factors, that evidence would not, contrary to the Raicevics' assertion, compel a finding by the trial court that there was a unity of interest and ownership between Geraci and Geraci P.C. or the Partnership such that their separate personalities no longer existed. (Ibid.) Instead, we conclude there is substantial evidence to support the court's finding that no such unity existed. In particular, based on its consideration of the 19 factors listed above that were set forth in its statement of decision, the court could reasonably find that Geraci and Geraci P.C. (and Geraci and the Partnership) were sufficiently separate and therefore, that there was not such a unity of interest and ownership between them that their separate personalities no longer existed. (Ibid.)
As noted above, the Raicevics do not challenge the trial court's finding in their favor on the first element of alter ego liability (i.e., that Geraci had control of the underlying litigation and was virtually represented in that proceeding).
Although we assume solely for purposes of argument that there is evidence that would have supported such findings, in fact, the record does not show, and neither the bankruptcy trustee nor trial court found, that there was any significant improper diversion or manipulation of the assets of the Partnership or Geraci P.C.
To the extent that the Raicevics cite evidence that would have supported a contrary finding, they either misconstrue or misapply the applicable substantial evidence standard of review. (Carolina Casualty, supra, 212 Cal.App.4th at p. 1189; Schneer v. Llaurado, supra, 242 Cal.App.4th at pp. 1286-1287; People v. Guerra, supra, 37 Cal.4th at p. 1129.) Further, none of the cases that they cite are factually apposite to this case or otherwise persuade us to reach a contrary conclusion. (See, Wells Fargo Bank, N.A. v. Weinberg (2014) 227 Cal.App.4th 1, 3-5, 7 [individual attorney was a named defendant and personal guarantor and did not observe corporate formalities]; Curci Investments, LLC v. Baldwin (2017) 14 Cal.App.5th 214, 218-219, 224 [alleged facts were cited in opinion as background information only and court did not decide whether corporate veil should be pierced]; Toho-Towa Co., Ltd. v. Morgan Creek Productions, Inc. (2013) 217 Cal.App.4th 1096.)
To the extent that the Raicevics alternatively argue that the trial court's finding was "seemingly based on the mistaken assumption that there was no record of alter ego elements other than observation of corporate formalities," that argument is specious and unsupported by the record. On the contrary, the record shows that the trial court carefully considered all of the evidence and alter ego factors and did not limit its consideration to only "observation of corporate formalities."
C
Third Element
In support of their argument that the trial court abused its discretion by denying their motion, the Raicevics cite certain evidence admitted during the evidentiary hearing that they maintain would have supported a finding on the third element of alter ego liability, i.e., that an inequitable result would follow if the acts were treated as those of the entity alone. (Relentless Air, supra, 222 Cal.App.4th at pp. 815-816.) Specifically, they cite evidence showing that Geraci was the sole officer, director, and shareholder of Geraci P.C., which the court found was a mere shell and the alter ego of the Partnership. They also cite evidence showing that some of the Partnership's assets may have been diverted to Geraci P.C. Although that cited evidence may have supported an alternative finding by the court, there is clearly substantial evidence to support the court's finding that it would be inequitable to hold Geraci personally liable for the judgment against the Partnership. In particular, evidence in the record supports the court's findings that: (1) Geraci was not involved in the underlying fraudulent transaction and there is no evidence that he was aware of it; (2) Lopez's fraudulent acts occurred immediately after the Partnership was formed; (3) there was no evidence showing that the Raicevics relied on Partnership assets or were even aware that they were dealing with anyone other than Lopez; (4) many professional corporations (e.g., Geraci P.C.) are sole shareholder corporations; and (5) "[t]here is no evidence that funds were disbursed from Geraci P.C. to [Geraci] without observing the corporate formalities." The court presumed that professional corporations provide the same liability protections as other corporations do if corporate formalities are observed and other elements for alter ego liability are not present. The court then found that because corporate formalities were followed by Geraci regarding Geraci P.C., Geraci was not the alter ego of Geraci P.C. and he should not be held personally liable for Geraci P.C.'s liability as the alter ego of the Partnership. Accordingly, there is substantial evidence to support the court's finding that it would be inequitable in the circumstances of this case to hold Geraci personally liable for the Raicevics' judgment as an alter ego of Geraci P.C. or the Partnership.
To the extent that the Raicevics cite evidence that would have supported a contrary finding by the court, they misconstrue or misapply the substantial evidence standard of review. (Carolina Casualty, supra, 212 Cal.App.4th at p. 1189; Schneer v. Llaurado, supra, 242 Cal.App.4th at pp. 1286-1287; People v. Guerra, supra, 37 Cal.4th at p. 1129.) Further, contrary to their assertion, Geraci's lack of participation in the underlying fraud was relevant to, and properly considered by the court in deciding, the question of whether it would be inequitable to hold Geraci personally liable for the judgment as the alter ego of Geraci P.C. or the Partnership. We likewise reject the Raicevics' assertion that Geraci's purported deliberate wrongful conduct that they allege frustrated their collection of the judgment against the Partnership was inequitable as a matter of law. Contrary to their assertion, Relentless Air does not hold that a judgment creditor's inability to collect a judgment against a partnership is inequitable as a matter of law and mandates personal liability under the alter ego doctrine. Also, as noted above, Wells Fargo Bank, N.A. v. Weinberg, cited by the Raicevics, is factually inapposite and does not persuade us to reach a contrary conclusion.
D
Exercise of Discretion
Finally, the Raicevics argue that the trial court abused its discretion by weighing all of the circumstances in this case and concluding that the equities did not overwhelmingly favor the amendment to the judgment to add Geraci as a judgment debtor and that adding him to the judgment was not necessary to prevent an injustice. Even if all of the formal elements necessary to establish alter ego liability are not present, a court has discretion to add an unnamed party as a judgment debtor "if 'the equities overwhelmingly favor' the amendment and it is necessary to prevent an injustice." (Carolina Casualty, supra, 212 Cal.App.4th at pp. 1188-1189.) We review a decision whether to add such an unnamed party as a judgment debtor for abuse of discretion. (Id. at p. 1189.) If there exists a reasonable justification under the law for the court's action, we will not disturb the court's exercise of its discretion even though we may have taken a different view of the issue. (Gonzales v. Nork, supra, 20 Cal.3d at p. 507.) Alternatively stated, we will interfere with a trial court's exercise of its discretion only when we conclude under the circumstances, viewed favorably to support its decision, that no judge reasonably could have made that decision. (Smith v. Smith, supra, 1 Cal.App.3d at p. 958.)
Considering all of the circumstances in this case, we conclude that a judge could reasonably decide that the equities did not overwhelmingly favor adding Geraci as a judgment debtor or that such addition was necessary to prevent an injustice to the Raicevics. In particular, the trial court could reasonably conclude that because there was no unity of interest and ownership between Geraci and the Partnership or Geraci P.C. and that it would be inequitable to hold Geraci personally liable for the judgment against Lopez and the Partnership, Geraci should not be added as a judgment debtor. Accordingly, we conclude that the court did not abuse its discretion by denying the Raicevics' motion to amend the judgment to add Geraci as a judgment debtor. (Carolina Casualty, supra, 212 Cal. App.4th at pp. 1188-1189.) The Raicevics have not carried their burden on appeal to show that the court abused its discretion by denying their motion. In particular, we reject their assertion that the court erred by applying Carolina Casualty's standard for amending a judgment under section 187 and finding the equities did not overwhelmingly favor the addition of Geraci as a judgment debtor.
In his respondent's brief, Geraci asks that we reconsider our holding in Raicevic III that Fazzi v. Peters (1968) 68 Cal.2d 590 did not preclude his addition as a judgment debtor under the alter ego doctrine. He also asks that we conclude that Corporations Code section 16307, subdivision (c), precludes his addition as a judgment debtor. However, because Geraci did not file a cross-appeal and, in any event, the order challenged in this appeal was in his favor, he is not an aggrieved party who was prejudiced by the instant order and therefore, cannot challenge either our prior opinion's holdings or the instant order and cannot raise new issues on appeal. (See § 902 [party must be aggrieved]; In re Joshua M. (1997) 56 Cal.App.4th 801, 807; Barham v. Southern Cal. Edison Co. (1999) 74 Cal.App.4th 744, 751 [party cannot appeal from favorable judgment or order]; Estate of Powell (2000) 83 Cal.App.4th 1434, 1439 [respondent who has not filed cross-appeal cannot seek change in judgment]; Celia S. v. Hugo H. (2016) 3 Cal.App.5th 655, 665.) Further, the challenged holding in Raicevic III is the law of the case and cannot now be collaterally attacked. (People v. Ramos (1997) 15 Cal.4th 1133, 1161.) Accordingly, we decline to address the merits of Geraci's assertions.
DISPOSITION
The order is affirmed. The respondent is entitled to his costs on appeal.
AARON, J. WE CONCUR:
NARES, Acting P. J.
IRION, J.