Corrie v. Soloway
156 Cal. Rptr. 3d 709
Cal. Ct. App.2013Background
- Corrie sought to enforce a five-year option (2004) to purchase seven acres of the Danville property owned by the Armand Borel Trust, with option payments made after 2004.
- The Borel Trust was amended in 2008 to form the Borel Trust, with provisions for the District to use the Danville property as an agricultural park upon death of Borel.
- In 2008-2010, the parties executed Amendment No. 1 (2009) extending the option, increasing payments, and adding further terms; Amendment No. 2 (2010) extended to 2013 and added an additional three acres, contingent on final maps.
- A 2009 Subordination, Nondisturbance and Attornment Agreement related to a lender’s $1.4 million loan was recorded, with Corrie and the trustee continuing to pursue development.
- The District and successor trustee later argued the Option Agreement was void for not complying with the Subdivision Map Act (SMA) and that amendments could not revive it; the trial court agreed, voiding the option.
- Corrie challenged the trial court’s rulings, contending that Amendment No. 2 and the 2010 letter agreement created a new, SMA-compliant option that could be enforced.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Did Amendment No. 2 cure SMA illegality and create a valid option? | Corrie: amendment creates SMA-compliant, enforceable option. | Soloway/District: amendment cannot cure illegality of the original contract. | Yes; Amendment No. 2 creates an enforceable, SMA-compliant option. |
| Is the amended option a new independent contract not tainted by the original illegality? | Corrie: the later agreement stands on its own feet as a new contract. | Soloway/District: amendments cannot escape the original voidness. | Yes; the amended option is a new, independent contract enforceable notwithstanding the initial illegality. |
| Do waiver provisions or prior trust issues defeat enforcement of Amendment No. 2? | Corrie: waiver provisions do not invalidate SMA compliance; trust issues are not controlling. | Soloway/District: certain waiver and trust-related issues could nullify enforceability. | No; Amendment No. 2 conditions SMA compliance and is not nullified by waiver clauses or trust defenses. |
Key Cases Cited
- Black Hills Investments, Inc. v. Albertson's, Inc., 146 Cal.App.4th 883 (Cal. Ct. App. 2007) (contract terms cannot override express SMA conditioning when map not filed)
- Stonehocker v. Cassano, 154 Cal.App.2d 732 (Cal. Ct. App. 1957) (illegality not cured by post hoc actions when act grew out of illegal sale)
- People v. Sidwell, 27 Cal.2d 121 (Cal. Supreme Ct. 1945) (illegality principles; caution in applying retroactively)
- Robbins v. Pacific Eastern Corp., 8 Cal.2d 241 (Cal. Supreme Ct. 1937) (subsequent lawful performance can validate separate contracts from prior illegality)
- Moore v. Moffatt, 188 Cal. 1 (Cal. Supreme Ct. 1922) (new lawful contract can replace void earlier contract when bar removed)
- Waring v. Pitcher, 135 Cal.App. 493 (Cal. Ct. App. 1933) (delivery of stock after permit obtained creates independent contract)
- Norwood v. Judd, 93 Cal.App.2d 276 (Cal. Ct. App. 1949) (court should not extend illegality rule where public policy and realities justify enforcement)
- Sixells, LLC v. Cannery Business Park, 170 Cal.App.4th 648 (Cal. Ct. App. 2008) (waiver provisions invalidating SMA compliance distinguished from present case)
- Black Hills v. Trinity Park, 193 Cal.App.4th 1014 (Cal. Ct. App. 2011) (context on SMA and map requirements; cited for interpretive guidance)
- Tri-Q, Inc. v. Sta-Hi Corp., 63 Cal.2d 199 (Cal. Supreme Ct. 1965) (Norwood framework applied to illegality vs. enforcement balance)