Yu v. Superior Court of L. A. Cnty.

56 Cal.App.5th 636

270 Cal.Rptr.3d 606

Michael S. YU, a Law Corporation, et al., Petitioners,

v.The SUPERIOR COURT OF LOS ANGELES COUNTY, Respondent;

Bank of the West et al., Real Parties in Interest.

B304011

Court of Appeal, Second District, Division 3, California.

Filed October 27, 2020

Shaw Koepke & Satter, Jens B. Koepke ; PB Law Group, Luan K. Phan, Los Angeles, and Jody M. Borrelli for Petitioners.

No appearance for Respondent.

Miller Barondess, Brian A. Procel, Mira Hashmall, Los Angeles, and Colin H. Rolfs for Real Party in Interest Bank of the West.

Valle Makoff, John M. Moscarino ; Greines, Martin, Stein & Richland and Kent L. Richland, Los Angeles, for Real Parties in Interest Commercial Loan Solutions III, LLC and Commercial Loan Solutions, LLC.

DHANIDINA, J.

After the referee in a consensual general reference ( Code Civ. Proc.,¹ § 638 ) filed his decisions in the trial court, but before entry of judgment on those decisions, the court entertained motions to set them aside and ordered a new trial to be had by the court, not by the referee. Michael S. Yu, a Law Corporation, My Law Holdings, LLC, and Michael S. Yu individually (together petitioners), who had prevailed before the referee, petitioned this court for a writ of mandate to compel the trial court to enter judgment on the referee's decisions, or alternatively, to direct the trial court to order a new trial to be heard by the referee. We issued an order to show cause.

Our review of the statutory scheme compels the conclusion that the trial court had no authority to review the consensual referee's decisions before entering judgment on them. We further conclude however, that the trial court was authorized to entertain the motions as postjudgment motions and, based on the parties’ reference agreement, properly ruled that the new trial would be heard by the court and not by the referee. Accordingly, we grant the writ petition.

BACKGROUND

I. The lawsuit and reference agreement

The underlying lawsuit, brought by petitioners against Commercial Loan Solutions, LLC, Commercial Loan Solutions III, LLC (together, CLS), and Bank of The West (the Bank, and together with CLS, real parties), arose out of the nonjudicial foreclosure of petitioner's property. Real parties moved the trial court to assign all issues in the lawsuit to a referee pursuant to reference clauses contained in certain forbearance agreements. The reference clauses provided, in the section entitled "Jury Waiver and Judicial Reference" (boldface and capitalization omitted), that the parties waived any right to a trial by jury and agreed that in "the event any legal proceeding is filed ... by or against any party hereto in connection with any controversy ... arising out of or relating to this agreement or the transactions contemplated hereby or the loan documents .... [¶] ... any claim will be determined by a general reference proceeding in accordance with the provisions of ... sections 638 through 645.1. The parties intend this general reference agreement to be specifically enforceable in accordance with ... section 638." (Capitalization omitted.) "The referee shall apply the rules of evidence applicable to proceedings at law in the State of California and shall determine all issues in accordance with applicable state and federal law. The referee shall be empowered to enter equitable as well as legal relief and rule on any motion which would be authorized in a trial, including, without limitation, motions for default judgment or summary judgment. The referee shall report his decision, which report shall also include findings of fact and conclusions of law." (Capitalization omitted.)

II. The reference and referee's decisions

The trial court granted real parties’ motion to compel a judicial reference and assigned the matter to a retired trial court judge.² The lawsuit was tried in two phases. After the liability phase, each side filed proposed statements of decision, objections, and other briefing with the referee. The referee then issued a 53-page decision finding in favor of petitioners on 10 causes of action. The referee awarded petitioners over $2 million in damages and granted them equitable relief. In response to the Bank's objections, the referee issued a supplemental decision that corrected typographical errors, but made no substantive changes.

At the close of the punitive damages phase of the trial, the referee assessed $5 million in punitive damages against the Bank. The final decision awarded petitioners costs and fees. Having completed the "consensual judicial reference pursuant to section 638" (capitalization omitted), the referee filed all of his decisions with the trial court.

III. Attacks on the referee's decisions in the trial court

Before the trial court entered judgment on the referee's decisions, real parties moved to set them aside, arguing that Calderwood v. Pyser (1866) 31 Cal. 333 ( Calderwood ) authorized the court to set aside a referee's erroneous conclusions of law based on the facts found in the decisions prior to entering judgment. The Bank alternatively sought entry of judgment on the decisions before setting them aside.

Petitioners argued that the statutes governing references obligated the trial court first to enter judgment on the referee's decisions before review could occur. Petitioners added that any new trial or retrial must take place before the referee, not the court.

The trial court found legal errors in the referee's decisions. Yet, the court was "unsure as to whether it is a better practice to simply enter a judgment in favor of [petitioners] (which essentially adopts the Referee's findings), and then subsequently entertain (and grant) a motion for new trial, per ... [section] 645, as opposed to simply granting the pending motions. In either approach, however, the same result will be reached. [¶] In either approach, and based upon the record at this time, it is the clear intent of this Court to not adopt the Referee's findings and awards in all respects, and to simply order a new trial on all issues . This does not mean that this Court is making any opposite finding on any of the issues. It means only that a new trial is to be held on all issues, including the claim for punitive damages. This new trial is to be conducted before this Court ." (Original italics omitted, and italics added.) The trial court set a new trial date to retry the entire case.

Petitioners’ writ petition ensued. We stayed the trial and issued an order to show cause. We now grant the writ petition.

DISCUSSION

I. The trial court had no authority to review the referee's decisions before judgment was entered on them.

In determining the trial court's authority with respect to a reference, we first review the parties’ agreement and the reference order. (§ 643, subd. (b); see SFPP v. Burlington Northern & Santa Fe Ry. Co . (2004) 121 Cal.App.4th 452, 463–464, 17 Cal.Rptr.3d 96 ( SFPP ).) Here, the reference provisions give no guidance. They broadly authorize the referee to determine all issues, to enter equitable and legal relief, and to rule on any motion "which would be authorized in a trial ." (Capitalization omitted, italics added.) The contracts make no mention of review. In the absence of contractual guidance, we are left to consider the statutes themselves.

We apply well-established rules of statutory interpretation. Our task " ‘ "is to determine the Legislature's intent so as to effectuate the law's purpose." [Citation.] We begin by examining the statutory language because the words of a statute are generally the most reliable indicator of legislative intent. [Citations.] We give the words of the statute their ordinary and usual meaning and view them in their statutory context. [Citation.] We harmonize the various parts of the enactment by considering them in the context of the statutory framework as a whole.’ " ( 1550 Laurel Owner's Assn., Inc. v. Appellate Division of Superior Court (2018) 28 Cal.App.5th 1146, 1151, 239 Cal.Rptr.3d 740.) "The meaning and construction of a statute is a question of law, which we examine de novo." ( Ibid . )

A. The relevant statutes

References are governed by sections 638 to 645.1. Section 638 provides in relevant part: "A referee may be appointed upon the agreement of the parties ... or upon the motion of a party to a written contract ... that provides that any controversy arising therefrom shall be heard by a referee .... [¶] (a) To hear and determine any or all of the issues in an action or proceeding, whether of fact or of law, and to report a statement of decision. [¶] (b) To ascertain a fact necessary to enable the court to determine an action or proceeding." Proceedings under subdivision (a) of section 638 are called general references because they authorize the referee to consider any or all of the issues raised, whereas those under subdivision (b) of section 638 are considered special references, as they limit the referee to specific factual findings to aid the trial court in its determination of the action. This case is a section 638, subdivision (a) general, consensual reference.³

Nonconsensual references, not at issue here, are governed by section 639. Nonconsensual references are always considered to be special references.

The relevant statutes for our purposes are sections 644 and 645.

Section 644, governing the effect of a referee or commissioner's decision, provides in subdivision (a) that in "the case of a consensual general reference pursuant to Section 638, the decision of the referee or commissioner upon the whole issue must stand as the decision of the court , and upon filing of the statement of decision with the clerk of the court, judgment may be entered thereon in the same manner as if the action had been tried by the court ." (Italics added.)

Section 645, titled "Exception and review of referee's decision," expansively states: "The decision of the referee appointed pursuant to Section 638 or commissioner may be excepted to and...