Orange Coast Marine v. Ocean Alexander California CA4/3
G051347
| Cal. Ct. App. | Aug 16, 2016Background
- Orange Coast Marine (independent Newport Beach dealer) sued Ocean Alexander entities for unpaid commissions on two yacht sales: a 64-foot sale to Halberda (involving a trade-in) and a 78-foot sale to Smith.
- Halberda transaction: Orange Coast was to receive 6% commission on the new-boat cash portion immediately and the balance (6% of the trade-in sale net) when the trade-in sold; trade-in sold Feb. 2, 2010; Ocean Alexander sent a February 2010 letter repudiating further payment.
- Smith transaction: Orange Coast salesperson Grayshock procured the Smiths’ interest, escorted them to a new 78-foot boat, and had a finder’s-fee agreement with Ocean Alexander’s representative Prokorym (4%); Prokorym completed the sale directly and attempted to reduce the fee.
- Plaintiff filed suit May 2012 against several Ocean Alexander entities; identity and corporate relationships among multiple Ocean Alexander dealers were confused; Prokorym later testified he worked for OAMYS (Seattle).
- During trial plaintiff moved to add OAMYS (as Doe 1); court allowed amendment, declared mistrial, and retried; judgment awarded Orange Coast $179,104.50 against OAMYS and Ocean Alexander California.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Statute of limitations for Halberda commission (2-year oral v. 4-year written) | Four-year statute applies because a written dealer commission agreement (signed by Prokorym) covered the trade-in commission. | Two-year statute for oral contracts applies; claim accrued Feb 2010 and suit (May 2012) is time-barred. | Four-year statute applies; written document signed by defendant’s agent brings claim within §337. |
| Relation back of Doe amendment adding OAMYS | Amendment related back because plaintiff was genuinely ignorant of facts making OAMYS liable until Prokorym’s testimony in trial. | Plaintiff knew or should have known OAMYS’s identity earlier; late addition cannot relate back as matter of law. | Amendment related back; substantial evidence showed plaintiff lacked knowledge of facts rendering OAMYS liable until 2014. |
| Sufficiency of evidence for commission on Smith sale | Grayshock was the procuring cause and had an agreement with Prokorym; entitled to commission despite not completing paperwork. | Grayshock didn’t negotiate or close the deal, so as a matter of law no commission is due. | Judgment affirmed: substantial evidence that Grayshock procured the buyer and was entitled to the commission. |
| Trial court discretion to allow amendment / prejudice to OAMYS | N/A (plaintiff sought amendment; sought no undue prejudice) | Adding OAMYS during trial prejudiced defendant and should be barred. | Trial court did not abuse discretion; judge mitigated prejudice (mistrial and new trial) and policy favors liberal amendment. |
Key Cases Cited
- Pietrobon v. Libarle, 137 Cal.App.4th 992 (application of four-year statute where defendant orally agreed to terms later reflected in writing)
- E.O.C. Ord, Inc. v. Kovakovich, 200 Cal.App.3d 1194 (four-year statute applied where defendant accepted terms reflected in plaintiff’s letter)
- James De Nicholas Assocs., Inc. v. Heritage Constr. Corp., 5 Cal.App.3d 421 (discussion of when writings prepared by plaintiff suffice for four-year statute)
- Smeltzley v. Nicholson Mfg. Co., 18 Cal.3d 932 (amended complaint relates back if recovery sought on same general set of facts)
- Taito v. Owens Corning, 7 Cal.App.4th 798 (Doe amendment may not relate back when plaintiff knew identity and facts rendering party liable)
- Barnes v. Wilson, 40 Cal.App.3d 199 (interpretation of ignorance under Doe-pleading statute section 474)
- Brea v. McGlashan, 3 Cal.App.2d 454 (agent entitled to commission if procuring cause despite another closing)
- Willson v. Turner Resilient Floors, Inc., 89 Cal.App.2d 589 (procuring cause rule: agent/broker entitled to commission even if principal completes sale)