Opinion
NOT TO BE PUBLISHED
Alameda County Super. Ct. No. HG05239834.
Jenkins, J.
This is an appeal from the judgment entered after the trial court granted respondent Fremont Unified School District’s motion for summary judgment. Having concluded triable issues of material fact remain with respect to the causes of action for nonpayment of wages, we reverse the judgment in that regard and remand the matter to the trial court for further proceedings consistent with the opinions stated herein. In all other regards, the judgment is affirmed.
FACTUAL AND PROCEDURAL BACKGROUND
I. The Complaint.
On October 31, 2005, appellants Thelma Russ, Steven Wheeler and Sandy Wheeler (collectively, appellants) filed a complaint against the Fremont Unified School District (the District) in Alameda County Superior Court. In that complaint, Russ asserted causes of action against the District for nonpayment of wages, breach of contract, elder abuse, quantum meruit, and misrepresentation. The Wheelers asserted causes of action against the District for nonpayment of wages and quantum meruit. In the prayer for relief, appellants sought, among other things, compensatory damages, liquidated damages, civil penalties, attorney’s fees and costs.
II. The Lease Agreements.
The complaint stemmed from several lease agreements appellants entered into with the District. In 1978, Russ signed the first of such agreements (the Russ 1978 lease agreement). According to its terms, Russ, the lessee, was to provide vandal watch services for the District, the lessor, in exchange for permission to use the District’s property at Mission San Jose Elementary School to place a mobile home in which to live. Such vandal watch services included, among other things, maintaining careful watch over all buildings and property at the school site, performing a minimum number of daily patrols throughout the property, and contacting the appropriate law enforcement, fire, or public service agency in case of an emergency. Further, either party had the right to cancel the Russ 1978 lease agreement by giving the other party 60 days prior written notice.
In addition, the District’s Vandal Watch Handbook (the handbook), which the Board of Education established and approved in 1977, set forth additional terms and conditions governing the parties’ relationship. According to one such term, Russ was made an employee of the District for one hour each month – and thus paid one hourly wage per month – so that she could be covered by the District’s liability and workers’ compensation insurance policies. Further, Russ’s tenancy was made contingent on her continued satisfactory performance of vandal watch services.
The Russ 1978 lease agreement remained in effect until 2002, when Russ signed a new lease agreement (the Russ 2002 lease agreement). Under the Russ 2002 lease agreement, Russ agreed to perform vandal watch services and to pay $50 plus the cost of utilities monthly in exchange for continued use of the District’s property at the elementary school for her mobile home. Both parties were again granted the right to cancel the agreement upon 60 days prior written notice. In addition, as provided for in an updated version of the handbook, Russ was again made an employee of the District for one hour each month – and paid one hourly wage per month – so that she could be covered by the District’s insurance policies. Russ signed new lease agreements containing these same terms in 2003 and 2004 (the Russ 2003 and 2004 lease agreements). On May 5, 2005, however, pursuant to the Russ 2004 lease agreement’s cancellation provision, Russ received notice from the District that the lease would not be renewed, and that she had 60 days to remove her mobile home from the District’s property.
The Wheelers first entered into a lease agreement with the District in 1994, and then signed new lease agreements in 2002 and 2005 (the Wheelers 2002 and 2005 lease agreements). The Wheelers 2002 and 2005 lease agreements contained virtually the same material terms and conditions as the Russ lease agreements, and, like those other agreements, were subject to additional terms and conditions set forth in the handbook. As such, the Wheelers, as lessees, agreed to perform vandal watch services and to pay $50 plus the cost of utilities monthly in exchange for use of the District’s property at the Laiolo ROP site for their mobile home. In addition, the Wheelers were made employees of the District for one hour each month – and paid one hourly wage – so that they could be covered by the District’s insurance policies. Further, either party had the right to cancel the agreement by giving the other party 60 days prior written notice. In June 2006, apparently pursuant to this cancellation provision, the Wheelers were told by the District to leave its property.
Given the applicable statute of limitations, which is not in dispute, neither Russ’s 1978 lease agreement nor the Wheelers’ 1994 lease agreement is at issue in this case.
III. The District’s Summary Judgment Motion and The Trial Court’s Decision.
On May 16, 2007, the District moved for summary judgment or, in the alternative, summary adjudication, arguing that no triable issues of material fact existed with respect to any of appellants’ causes of action. On August 1, 2007, after a hearing, the trial court granted the District’s motion. In doing so, the trial court found that: (1) appellants’ causes of action for nonpayment of wages were barred because undisputed evidence proved appellants were not employees of the District; (2) appellant Russ’s causes of action for breach of contract, elder abuse and misrepresentation were barred because undisputed evidence proved the District complied with the terms of the lease agreements, which were controlling and not subject to contradiction by alleged prior or subsequent discussions of the parties; and (3) appellants’ causes of action for quantum meruit were barred because undisputed evidence proved appellants understood and expected to receive use of the District’s land, not wages, in exchange for their performance of vandal watch services.
Judgment in favor of the District was thus entered on August 13, 2007. This timely appeal followed.
DISCUSSION
On appeal, appellants claim the trial court’s grant of summary judgment in favor of the District was erroneous because triable issues of material fact remain with respect to: (1) whether they were employees of the District, and thus entitled under California statutory and regulatory law to payment of minimum wage and overtime pay; (2) whether they are entitled under a quantum meruit theory to monetary compensation based on the reasonable value of services they provided to the District as vandal watchers; and (3) whether the District actionable misrepresented to Russ that it would permanently employ her and provide her use of its land for placement of a mobilehome.
We review a trial court’s grant of summary judgment de novo, considering all the evidence set forth by the parties in support of and in opposition to the motion except that to which objections have been made and sustained. We then determine whether there is a triable issue as to any material fact. (Code Civ. Proc., § 437c, subd. (c).) As such, we must determine whether the District, as the party prevailing on summary judgment, has with respect to each cause of action “shown that one or more elements . . . cannot be established, or that there is a complete defense to that cause of action. Once the defendant . . . has met that burden, the burden shifts to the plaintiff . . . to show . . . a triable issue of one or more material facts exists as to that cause of action or a defense thereto.” (Code Civ. Proc., § 437c, subd. (p)(2).)
“In performing our de novo review, we view the evidence in the light most favorable to plaintiffs as the losing parties. [Citation.] In this case, we liberally construe plaintiffs’ evidentiary submissions and strictly scrutinize defendant[’s] own evidence, in order to resolve any evidentiary doubts or ambiguities in plaintiffs’ favor.” (Wiener v. Southcoast Childcare Centers, Inc. (2004) 32 Cal.4th 1138, 1142; see also Hersant v. Department of Social Services (1997) 57 Cal.App.4th 997, 1001.)
With these rules in mind, we turn to appellants’ arguments in seeking to reverse the judgment against them.
I. Nonpayment of Wages.
Each appellant’s cause of action for nonpayment of wages is premised on California statutes and regulations governing employees’ rights to minimum wage and overtime pay. Specifically, Labor Code section 1194, subdivision (a), renders unwaivable the right to receive statutory minimum wage and overtime pay, and provides a private right of action to enforce such rights:
“Notwithstanding any agreement to work for a lesser wage, any employee receiving less than the legal minimum wage or the legal overtime compensation applicable to the employee is entitled to recover in a civil action the unpaid balance of the full amount of this minimum wage or overtime compensation, including interest thereon, reasonable attorney’s fees, and costs of suit.”
In addition, the Fair Labor Standards Act of 1938 (FLSA), 29 U.S.C. 201 et seq., mandates “prompt payment of minimum and overtime wages” at designated statutory rates by “ ‘[e]very employer . . . to each of his employees who in any workweek is . . . employed in an enterprise engaged in commerce.’ ” (White v. Davis (2003) 30 Cal.4th 528, 575-576, quoting, in part, 29 U.S.C. §§ 206, 207.)
Further, Labor Code section 219, subdivision (a), makes clear that “no provision of this article can in any way be contravened or set aside by a private agreement, whether written, oral, or implied.”
Labor Code section 1171, in turn, expressly identifies the recipients of these rights: “The provisions of this chapter shall apply to and include men, women and minors employed in any occupation, trade, or industry, whether compensation is measured by time, piece, or otherwise, but shall not include any individual employed as an outside salesman or any individual participating in a national service program carried out using assistance provided under Section 12571 of Title 42 of the United States Code.”
The California Supreme Court has succinctly described the relevant legal framework as follows: “An employee’s wage rights may be provided for in an employment contract and also are closely regulated by statute. ‘The Labor Code [footnote omitted] prescribes such matters as the time and manner of paying wages, minimum wage requirements, and mandatory overtime pay . . . .’ (Cuadra v. Millan (1998) 17 Cal.4th 855, 858 [72 Cal.Rptr.2d 687, 952 P.2d 704]; see § 510, subd. (a).footnote omitted. In addition, the Industrial Welfare Commission (IWC) is ‘empowered to formulate regulations (known as wage orders) governing employment in the State of California.’ (Tidewater Marine Western, Inc. v. Bradshaw (1996) 14 Cal.4th 557, 561 [59 Cal.Rptr.2d 186, 927 P.2d 296] (Tidewater).) The IWC has promulgated 18 orders that remain in force today, 16 relating to specific industries and occupations, one general minimum wage order that applies to all California employers and employees (excluding public employees and outside salespersons), and one order implementing the Eight-Hour-Day Restoration and Workplace Flexibility Act of 1999 (Stats. 1999, ch. 134, § 1). (See Cal. Code Regs., tit. 8, § 11000 et seq.; especially id., § 11090, Order Regulating Wages, Hours, and Working Conditions in the Transportation Industry (hereafter Wage Order No. 9).)” (Reynolds v. Bement (2005) 36 Cal.4th 1075, 1084 [Reynolds].)
“Pursuant to the foregoing scheme, if ‘an employer fails to pay wages in the amount, time or manner required by contract or by statute, the employee has two principal options. The employee may seek judicial relief by filing an ordinary civil action against the employer for breach of contract and/or for the wages prescribed by statute. ([Labor Code] §§ 218, 1194.) Or the employee may seek administrative relief by filing a wage claim with the commissioner pursuant to a special statutory scheme codified in [Labor Code] sections 98 to 98.8. The latter option was added by legislation enacted in 1976 (Stats. 1976, ch. 1190, §§ 4-11, pp. 5368-5371) and is commonly known as the ‘Berman’ hearing procedure, after the name of its sponsor.’ (Cuadra v. Miller, supra, 17 Cal.4th at p. 858, fn. omitted.)” (Reynolds, supra, 36 Cal.4th at pp. 1084-1085.)
In applying this scheme, “California courts have long recognized [that] wage and hours laws ‘concern not only the health and welfare of the workers themselves, but also the public health and general welfare.’ [Citation.]” (Gentry v. Superior Court (2007) 42 Cal.4th 443, 456 [Gentry].)
In setting forth this policy in Gentry, a case involving the right to overtime pay, the California Supreme Court explained: “. . . [O]ne purpose of requiring payment of overtime wages is ‘ “to spread employment throughout the work force by putting financial pressure on the employer . . . .” ’ [Citation.] Thus, overtime wages are another example of a public policy fostering society’s interest in a stable job market. [Citation.]” (Gentry, supra, 42 Cal.4th at p. 456.)
Here, putting aside these important policy concerns, the trial court found appellants were not entitled to the protections of California’s wage and hour laws because they were not in an employment relationship with the District. Specifically, the trial court found that the relationship between the parties was based upon, and thus governed by, Education Code section 17574, rather than by the above-stated provisions of the Labor Code. Education Code section 17574 provides as follows:
“The governing board of a school district may construct a mobilehome site on the grounds of any district facility or facilities maintained by the district, including all necessary appurtenances and fixtures, and may pay the cost of utilities, insurance, and necessary services, for the purpose of enabling a responsible person or persons to install and occupy a mobilehome on such site. Such person or persons, who need not be classified as employees of the district, shall, in return for being permitted to install and occupy a mobilehome on the district facility site on terms and conditions acceptable to the governing board, agree to maintain any surveillance over the facility grounds as the school district governing board requires, and to report to district authorities illegal or suspicious activities that are observed.” (Ed. Code, § 17574; emphasis added.)
According to the legislative history of Education Code section 17574, which the trial court judicially noticed, the statute was adopted as a cost-effective means to combat vandalism:
“Experience has shown that schools which are located in rural or other remote areas are less susceptible to vandalism occurring after school hours and during vacations if there are occupied residences situated nearby. It is the intent of the Legislature in enacting this measure to afford school districts an economical means of encouraging some degree of citizen surveillance over school property during those times when the school is not actually in use . . . .”
Applying Education Code section 17574 to this case, the trial court reasoned: “The First Cause of Action . . . for Nonpayment of Wages is barred because [appellants’] services are governed by the terms of their lease agreement as authorized by Education Code section 17574 [citations]. [Appellants] did not present evidence that creates a disputed issue of material fact of an employment relationship that would support [their] claims for nonpayment of wages.” For reasons we will explain, we reject the trial court’s reasoning as a matter of law.
We first address the trial court’s legal finding that the parties’ relationship was governed by their lease agreements as authorized by Education Code section 17574, rather than by the Labor Code’s wage and hour provisions. Those lease agreements, which we described in greater detail above, identify appellants as “lessees” and the District as “lessor.” Further, pursuant to those agreements, the District hired appellants to perform vandal watch services in exchange for permitting them to install and occupy mobilehomes on the District’s land subject to certain terms and conditions. According to the Vandal Watch Handbook, one such condition was that appellants would be made employees of the District for one hour per month, and paid one hourly wage per month, so that they could be included under the District’s insurance policies.
We treat the relevant lease agreements collectively for purposes of our analysis. To the extent the language in the various lease agreements differs, and such difference affects our analysis, we will of course note it.
The District admits that the Board-approved handbook contained terms and conditions that governed the parties’ relationship. Further, the parties agree that a 2002 version of the handbook was in effect throughout the relevant time period.
Having considered these facts in light of the statutory language, we agree with the trial court that Education Code section 17574 authorized the District to hire appellants on the terms and conditions set forth in the lease agreements and handbook. (Ed. Code, § 17574.) We disagree with the trial court, however, that Education Code section 17574 provides a legal basis for identifying whether, pursuant to those agreements, appellants were employees of the District for purposes of the Labor Code. Rather, in permissive language, the statute simply states that persons in appellants’ position – e.g., those hired to perform vandal watch services in exchange for use of district land for a mobilehome– “need not be classified as employees of the district.” (Ibid.)
The District suggests that, because the lease agreements were authorized under Education Code section 17574, they need not comply with the Labor Code provisions governing minimum wage and overtime pay, regardless of whether appellants were “classified as employees of the district.” (Ed. Code, § 17574.) In making this suggestion, the District points to the well-established tenet of statutory interpretation that the “the Legislature is deemed to be aware of existing laws and judicial decisions in effect at the time legislation is enacted and to have enacted . . . statutes in ‘ “the light of such decisions as have a direct bearing upon them.” ’ ” (People v. Overstreet (1986) 42 Cal.3d 891, 897.) Relying on that tenet, the District thus argues: “the Legislature, aware of existing Labor Code minimum wage requirements, allowed school districts to enter into land-for-surveillance agreements and to establish the terms and conditions of such services. The Legislature specifically left it to the school districts to establish vandal watch programs ‘on terms and conditions acceptable to the governing board . . . [quoting Education Code section 17574].”
We find the District’s argument flawed. As we have already explained, the Legislature, in enacting Education Code section 17574, afforded school districts the option of classifying persons performing vandal watch services as employees, albeit under terms and conditions acceptable to the governing board. (Ed. Code, § 17574.) The District does not dispute that the term “employee” has a specific meaning under the common law, which applies under the Labor Code. (Metropolitan Water Dist. v. Superior Court (2004) 32 Cal.4th 491, 500 [“In this circumstance—a statute referring to employees without defining the term—courts have generally applied the common law test of employment.”].) As such, the Legislature’s decision to grant school districts discretion under Education Code section 17574 to classify persons performing vandal watch services as employees, we believe, reflects its understanding that the term “employee” has particular significance. If the District is correct that the Legislature also intended under Education Code section 17574 to grant school districts discretion to classify those persons hired to perform vandal watch services as employees, subject to the condition that they waive their right to the Labor Code’s protections for employees, it would strip the term employee in the statute of that significance. We decline to accept such a reading of the statute. (Wells v. One2One Learning Foundation (2006) 39 Cal.4th 1164, 1207 [“interpretations which render any part of a statute superfluous are to be avoided”].)
The District’s argument is flawed for a related reason. It ignores an equally well-established tenet of statutory construction that “ ‘[a] statute will be construed in light of common law decisions, unless its language ‘ “clearly and unequivocally discloses an intention to depart from, alter, or abrogate the common-law rule concerning the particular subject matter . . . . [Citations.]’ [Citation.]” (California Assn. of Health Facilities v. Department of Health Services (1997) 16 Cal.4th 284, 297.) Here, the subject matter of Education Code section 17574 is the hiring of persons to provide vandal watch services for school districts. Further, Education Code section 17574 permits, but does not require, the school districts to classify those persons as employees. In enacting Education Code section 17574, however, the Legislature evidenced no clear and unequivocal intention to depart from, alter, or abrogate the common law definition of employees, or any of the Labor Code provisions enacted for their protection. Moreover, given the significant public policies underlying those Labor Code provisions (e.g., Ramirez v. Yosemite Water Co. (1999) 20 Cal.4th 785, 794-795 [Ramirez]), we doubt the Legislature would have intended Education Code section 17574 to provide lesser protection to a specific class of employees – i.e., those performing vandal watch services – without clearly and unequivocally saying so. As such, we decline to read Education Code section 17574 so as to permit school districts to hire such persons on terms and conditions inconsistent with those important laws.
The District makes one additional argument regarding the construction of Education Code section 17574, which we briefly discuss. Pointing to the tenet of statutory construction “that a specific provision prevails over a general one relating to the same subject” (see, e.g., Pacific Lumber Co. v. State Water Resources Control Bd. (2006) 37 Cal.4th 921, 942), the District argues that Education Code section 17574 must prevail over Labor Code section 1194 with respect to the subject of the wage rights of persons performing vandal watch services for school districts. We disagree. This statutory tenet applies only “ ‘when an irreconcilable conflict exists between the general and specific provisions.’ [Citation.]” (Pacific Lumber Co., supra, 37 Cal.4th at pp. 942-943.) Here, there is no such irreconcilable conflict. As we have already explained, Education Code section 17574 permits, but does not require, school districts to classify persons performing vandal watch services as employees “on terms and conditions acceptable to the [school] board.” (Ed. Code, § 17574.) Interpreting such “terms and conditions” in a manner consistent with the rights afforded employees under the Labor Code is not only possible, it best promotes the important public policy concerns underlying the state’s recognition of those rights. (See Gentry, supra, 42 Cal.4th at p. 456 [“California courts have long recognized [that] wage and hours laws ‘concern not only the health and welfare of the workers themselves, but also the public health and general welfare.’ [Citation.]”].)
We thus conclude that Education Code section 17574 must be interpreted so as to authorize school districts to establish vandal watch programs on terms and conditions acceptable to the governing board only so long as those terms and conditions accord with the Labor Code provisions governing employee rights.
That legal conclusion, however, does not end our inquiry. We still must address the trial court’s finding that no triable issue of material fact exists with respect to whether appellants were in fact the District’s employees, and thus entitled to the protections afforded by those Labor Code provisions.
Whether an employment relationship exists is a question that may be one of fact, of mixed fact and law, or of law only (such as when the relevant facts are undisputed). (Ramirez, supra, 20 Cal.4th at p. 794; Barragan v. Workers’ Comp. Appeals Bd. (1987) 195 Cal.App.3d 637, 642.)
The District argues, and the trial court apparently agreed, that the language in the lease agreements identifying appellants as “lessees” and the District as “lessor” proves no employment relationship existed. In so arguing, the District points to the integration provision contained in the lease agreements, which states: “Neither party has relied on any promise or representation not contained in this Lease. All previous conversations, negotiations and understandings are of no further force or effect. No statements, representations, or warranties, express or implied, have been made by or on behalf of LESSOR in respect to the Premises except those contained in the provisions of this Lease. This Lease may be modified only by a writing signed by both parties.”
However, as several courts have held in applying various provisions of the Labor Code, the label used by the parties to describe their relationship is not dispositive of whether the relationship is one of employment, even if such label is found within the parties’ written contract. (Kowalski v. Shell Oil Co. (1979) 23 Cal.3d 168, 176 [“ ‘The contract cannot affect the true relationship of the parties to it. Nor can it place an employee in a different position from that which he actually held.’ [Citation.]”]; Toyota Motor Sales U.S.A., Inc. v. Superior Court (1990) 220 Cal.App.3d 864, 877 [Toyota Motor] [in determining the status of a person performing services for purposes of assessing his employer’s exposure to tort liability, the appellate court held that “[t]he agreement characterizing the relationship as one of ‘client-independent contractor’ will be ignored if the parties, by their actual conduct, act like ‘employer-employee’ ”]. Cf. S.G. Borello & Sons, Inc. v. Department of Industrial Relations (1989) 48 Cal.3d 341, 349 [S.G. Borello] [for purposes of defining “employee” under the labor laws governing workers’ compensation, “[t]he label placed by the parties on their relationship is not dispositive, and subterfuges are not countenanced”])
Under California statutory law, the Workers’ Compensation Act must be liberally construed to extend protection to persons injured during the course of their employment. (Lab. Code, § 3202.) The California Supreme Court has likewise mandated liberal construction of state and federal statutes and regulations governing wages and hours in order to maximize protection for employees. (Ramirez, supra, 20 Cal.4th at pp. 794-795 [“ ‘past decisions . . . teach that in light of the remedial nature of the legislative enactments authorizing the regulation of wages, hours and working conditions for the protection and benefit of employees, the statutory provisions are to be liberally construed with an eye to promoting such protection’ [Citation.]”].) As such, we find helpful to our analysis California Supreme Court decisions addressing who qualifies as an “employee” for the purpose of receiving protection under workers’ compensation laws.
Moreover, even the District acknowledges that a separate document – the Board-approved handbook – contains additional terms and conditions that governed the parties’ relationship. The District also acknowledges that, according to one of the handbook’s terms, appellants were in fact made employees and given an hourly wage for one hour per month so that appellants could be covered under the District’s insurance policies. Consistent with that term, the handbook specifically states: “The Vandal Watchers will become employees of the School District.”
The District seeks to minimize the import of these facts, reasoning that “[t]he methodology by which the vandal watchers were to receive liability and worker’s compensation coverage does not in any way modify or change the lease agreement between appellants and the [District], nor do the terms and conditions for the Vandal Watch Program approved by the Board.” But regardless of whether such methodology, terms or conditions change the lease agreements, we find them highly relevant to whether the parties had an employment relationship. As we have already explained, “if the parties, by their actual conduct, act like ‘employer-employee,’ ” the language used in the parties’ contract does not control. (E.g., Toyota Motor, supra, 220 Cal.App.3d at p. 877; Kowalski, supra, 23 Cal.3d at p. 176; S.G. Borello, supra, 48 Cal.3d at p. 349.)
In fact, California courts have identified several factors relating to parties’ actual conduct that assist in determining whether an employment relationship exists. Under the common law, the most important such factor is whether the person for whom service is rendered controls the manner and means of accomplishing the desired result. (S.G. Borello, supra, 48 Cal.3d at p. 350; People v. Palma (1995) 40 Cal.App.4th 1559, 1566; Varisco v. Gateway Science & Engineering, Inc. (2008) 166 Cal.App.4th 1099, 1103.) Factors of secondary significance include: (1) the right to discharge at will; (2) whether the person performing services is engaged in a distinct occupation or business; (3) the type of occupation, including its locality and whether it is usually done under the direction of the principal or by a specialist without supervision; (4) the skill required by the occupation; (5) whether the principal or the worker supplies the instrumentalities, tools, and the place of work for the person doing the work; (6) the length of time required for performance of the services; (7) the method of payment, e.g., whether by time or by job; (8) whether the work is a part of the principal’s regular business; and (9) whether the parties believe they have created an employment relationship. (S.G. Borello, supra, 48 Cal.3d at pp. 350-351, citing, among other sources, Rest.2d Agency, § 220; Varisco, supra, 166 Cal.App.4th at p. 1103.)
“ ‘Generally, . . . the[se] individual factors cannot be applied mechanically as separate tests; they are intertwined and their weight depends often on particular combinations.’ [Citation.]” (S.G. Borello, supra, 48 Cal.3d at p. 351.)
Acknowledging this common law test, the District claims that appellants cannot be found employees as a matter of law because the parties did not believe they were creating an employment relationship. (See S.G. Borello, supra, 48 Cal.3d at p. 351.) In so arguing, the District points to the following undisputed facts: (1) appellants entered into the lease agreements to perform vandal watch services for the District in exchange for use of land to place their mobilehomes; (2) appellants understood and expected when they signed the lease agreements that they would not be paid for every hour during which they performed vandal watch services; (3) appellants understood and expected when they signed the lease agreements that they would be made employees of the District and would receive a monetary wage for only one hour per month so that they could be covered by the District’s insurance policies; and (4) appellants did not complain about these facts while the lease agreements were in effect.
Thus, in essence, the District argues that no employment relationship existed as a matter of law because, under the lease agreements – which appellants signed and understood – they agreed to receive use of land in exchange for their provision of services, rather than an hourly wage for each hour of such services. Regardless of whether these facts are true, however, we disagree that they establish appellants were not employees as a matter of law. “[W]hether or not the parties believe they are creating the relation of master and servant” is a relevant, but not a dispositive, factor in determining whether an employment relationship in fact existed. (Metropolitan Water Dist. v. Superior Court, supra, 32 Cal.4th at p. 513 [dissenting op., J. Brown].) The same is true for both the form and amount of compensation exchanged between the master and the servant. (Laeng w. Workmen’s Comp. Appeals Bd. (1972) 6 Cal.3d 771, 777 fn. 5 [monetary compensation is not a prerequisite to forming an employment relationship]; Ali v. L.A. Focus Publication (2003) 112 Cal.App.4th 1477, 1486 [“the small amount of payment” is not controlling when deciding whether an employment relationship existed].)
As set forth above, under the Wheelers’ 2002-2005 lease agreements, and under Russ’s 2002-2004 lease agreements, appellants were permitted use of the District’s land for a mobilehome in exchange for performing vandal watch services and making a monthly payment of $50 plus the cost of utilities.
Further, the District ignores several undisputed facts that, under the common law, tend to prove the existence of an employment relationship. Such facts include the following: (1) the District controlled several aspects of appellants’ performance, including the minimum number of vandal watch patrols they were to perform each day, the form and contents of daily reports they were to submit, and the manner in which they were to respond to emergency situations occurring on the property (S.G. Borello, supra, 48 Cal.3d at p. 350; Varisco, supra, 166 Cal.App.4th at p. 1103); (2) the District issued appellants W-2 forms throughout the period of their vandal watch service; (3) appellants were required to, and did, fill out employment applications upon entering into the lease agreements; (4) appellants were assigned employee numbers by the District and were told to contact the District’s human resources department with any job-related inquiries; (5) appellants performed all vandal watch services on the District’s property (S.G. Borello, supra, 48 Cal.3d at p. 351); (6) those services did not require particular skill or training, nor use of tools or other tangible items supplied by appellants (ibid); (7) appellants performed those services on an annual basis rather than a project basis; (8) the District withheld money from appellants’ monthly paycheck for Social Security, Medicare, State Unemployment Insurance, and Workers Compensation Insurance; (9) and the District retained the right to terminate appellants’ service at will (id. at p. 355); Toyota Motor Sales, supra, 220 Cal.App.3d at p. 875 [“the unlimited right to discharge at will and without cause has been stressed by a number of cases as a strong factor demonstrating employment”].)
Given this record, we conclude a triable issue of material fact exists as to whether appellants and the District had an employment relationship. While certain of the factors identified in S.G. Borello and its progeny suggest that no such relationship existed, others suggest the opposite. We thus conclude it is for a reasonable trier of fact to determine whether, when all relevant factors are weighed and considered as a whole, it is more likely than not that appellants were employees of the District, and thus entitled to the protections afforded by the Labor Code. (S.G. Borello, supra, 48 Cal.3d at p. 350; People v. Palma, supra, 40 Cal.App.4th at p. 1566; Lab. Code, §§ 219, 1194.) The trial court’s resolution of this issue as a matter of law was error, and the judgment must therefore be reversed and the matter remanded for further consideration of appellants’ causes of action for nonpayment of wages.
In seeking reversal of the trial court’s grant of summary judgment with respect to their causes of action for nonpayment of wages, appellants further argue that the lease agreements are unconscionable, and thus unenforceable, to the extent they were designed to evade state minimum wage and overtime pay laws. We need not address this issue, having agreed with appellants that triable issues of fact exist as to these causes of action.
II. Quantum Meruit.
We now turn briefly to appellants’ remaining arguments for reversing the judgment, the first of which is based on a theory of quantum meruit.
Quantum meruit is an equitable theory by which the court, in the name of fairness, implies one or more missing contractual terms in order to prevent the unjust enrichment of one contracting party at the expense of another. (Wal-Noon Corp. v. Hill (1975) 45 Cal.App.3d 605, 613; Wagner v. Glendale Adventist Medical Center (1989) 216 Cal.App.3d 1379, 1393.) An implied contract “ ‘consists of obligations arising from a mutual agreement and intent to promise where the agreement and promise have not been expressed in words.’ (Silva v. Providence Hospital of Oakland (1939) 14 Cal.2d 762, 773 [97 P.2d 798]; Civ. Code, § 1621.) In order to plead a cause of action for [quantum meruit], ‘the facts from which the promise is implied must be alleged.’ (Youngman v. Nevada Irrigation Dist. (1969) 70 Cal.2d 240, 247 [74 Cal.Rptr. 398, 449 P.2d 462.)” (California Emergency Physicians Medical Group v. Pacificare of California (2003) 111 Cal.App.4th 1127, 1134.)
As is succinctly stated in California’s standardized jury instructions: “When one person renders services to another [at the latter’s request,] [or] [from which the latter derives benefit,] the law imposes an obligation to pay for the reasonable value of the services . . . if both parties had the expectation that during the time the services were performed that compensation should be made.” (BAJI No. 10.71 (Fall 2008 ed.).) As such, a plaintiff seeking to prevail under a quantum meruit theory must show that the parties’ maintained an expectation of compensation at the time the services were performed. (Ibid.)
When, however, “parties have an actual contract covering a subject, a court cannot – not even under the guise of equity jurisprudence – substitute the court’s own concepts of fairness regarding that subject in place of the parties’ own contract.” (Hedging Concepts, Inc. v. First Alliance Mortgage Co. (1996) 41 Cal.App.4th 1410, 1419-1420.) This limitation on quantum meruit recovery is consistent with the well established principle that, “[w]here an action at law is adequate, relief in equity is not available [citations]; and a request for equitable relief therein will not convert it to an action in equity. [Citations.]” (Paularena v. Superior Court (1965) 231 Cal.App.2d 906, 912.)
Applying this law to the facts at hand, we conclude the trial court properly granted summary judgment with respect to appellants’ quantum meruit causes of action. In raising these equitable claims, appellants seek monetary compensation for their performance of the same vandal watch services for which they seek to recover under statutory and regulatory wage and hour laws and under contract law. Below, however, the trial court made an implicit factual finding – which has not been appealed – that the parties had formed an actual, not an implied, contract governing appellants’ right to compensation for their provision of vandal watch services. While we have held that appellants may be entitled to additional compensation pursuant to statutory and regulatory law, the fact remains undisputed that, when the lease agreements were executed, neither party had the expectation that appellants would receive compensation under the lease agreements above that which was expressly provided for in those agreements and in the handbook – to wit, use of the District’s land plus one hourly wage per month so that appellants could be covered under the District’s insurance policies. As such, while appellants may be entitled to additional monetary compensation pursuant to the legal scheme governing minimum wage and overtime pay (an issue we do not decide here), they are not entitled to additional compensation pursuant to the equitable law of quantum meruit. (Hedging Concepts, supra, 41 Cal.App.4th at p. 1420 fn. 8 [“the court found that the parties did have a contract covering compensation, and the terms of the parties’ contract thus control the subject of compensation”].)
To hold otherwise would permit appellants to recover a windfall, a circumstance inconsistent with the equitable principals underlying quantum meruit. (Federal Deposit Ins. Corp. v. Dintino (2008) 167 Cal.App.4th 333, 346-347 [quantum meruit and other equitable theories of recovery exist to avoid unjust enrichment, not to provide a windfall].)
III. Misrepresentation.
Finally, we address appellant Russ’s claim that the trial court erred in granting summary judgment with respect to her cause of action for misrepresentation.
According to the complaint, Russ alleges that the District “falsely and with intent to induce [her] into entering into an employment agreement with Defendant, orally represented to [her] that she would have permanent employment and use of the accompanying space for her mobilehome on the [elementary school] campus for as long as she lived.” The trial court, however, found Russ’s misrepresentation claim was barred as a matter of law “because the undisputed evidence shows that Defendant complied with the terms of the lease, which are controlling; Any alleged prior or subsequent discussions between the parties are irrelevant.” We agree.
As we just discussed, Russ has not appealed the trial court’s grant of summary judgment with respect to her breach of contract claim, or its implied finding that the District fully complied with the terms of the parties’ lease agreements. Further, each of those lease agreements signed by Russ contained the following provision: “Either party shall have the right to cancel this Lease by giving the other party sixty (60) days prior written notice.” Russ admits that she read and understood the lease agreements before she signed them.
Given these facts, we conclude, as did the trial court, that the clear and unambiguous language governing cancellation in each of the lease agreements signed by Russ cannot be overcome by evidence of a prior or contemporaneous implied-in-fact contract term providing for continuation of the lease agreement for the remainder of Russ’s life. (See Dore v. Arnold Worldwide, Inc. (2006) 39 Cal.4th 384, 389 [“a clear and unambiguous at-will provision in a written employment contract, signed by the employee, cannot be overcome by evidence of a prior or contemporaneous implied-in-fact contract requiring good cause for termination”].) Even if Russ could prove an agent of the District made an oral promise to her extending the term of the lease agreement for the remainder of her life, “ ‘[t]he test of admissibility of extrinsic evidence to explain the meaning of a written instrument is not whether it appears to the court to be plain and unambiguous on its face, but whether the offered evidence is relevant to prove a meaning to which the language of the instrument is reasonably susceptible.’ ” (Id. at p. 391.) As such, the oral promise would not be admissible to prove a meaning in direct contradiction to the lease agreement’s actual cancellation provision. (Ibid.)
Accordingly, we agree with the trial court that there exists no triable issue of fact with respect to Russ’s cause of action for misrepresentation.
DISPOSITION
The judgment is reversed with respect to appellants’ causes of action for nonpayment of wages, and the matter is remanded to the trial court for further proceedings consistent with this opinion. In all other regards, the judgment is affirmed. The parties shall bear their own costs on appeal.
We concur: McGuiness, P. J., Siggins, J.