Opinion
Hartford Equity and Management Corporation and its president and sole shareholder, William Stapakis, appeal from a judgment quieting title to two parking spaces in respondent Crestmar Owners Association. We affirm.
FACTS AND PROCEEDINGS
In 1977, appellant Hartford Equity and Management Corporation (Hartford) converted a building in Long Beach into condominiums. After the conversion, the homeowners association for the building’s residents, respondent Crestmar Owners Association (Crestmar), assumed management of the property’s common areas. The conditions, covenants, and restrictions governing the property (CC&R’s) obligated Hartford to transfer parking spaces in the building’s garage to anyone who bought a condominium. If any condominiums remained unsold three years after the first unit was purchased, the CC&R’s required Hartford to convey all remaining unаssigned parking spaces to Crestmar. 1 The first condominium was bought in the late 1970’s, meaning Hartford should have transferred the last of any remaining parking spaces no later than the early 1980’s. Whether intentionally or inadvertently, Hartford never deeded the building’s last two parking spaces to Crestmar.
Although Crestmar could hold unassigned parking spaces for unsold condominiums, no one other than a condominium owner could own a space. Nevertheless, in October 2004, Hartford conveyed to its president and sole shareholder, appellant William Stapakis, the two parking spaces it had not transferred to Crestmar. Upon taking the deeds to the spaces, Stapakis contacted Crestmar and demanded it let him use the spaces for his personal use. He also demanded Crestmar pay him a quarter century’s worth of back rent for its use of the two spaces since the early 1980’s. When Crestmar refused his demands, he sued it in small claims court. The record does not reveal the outcome of the small claims lawsuit.
In response to Stapakis’s demands, Crestmar filed in January 2005 a complaint
Staрakis moved for judgment on the pleadings. He asserted Crestmar’s cause of action to enforce the CC&R’s accrued in the early 1980’s, when Hartford failed to convey the two parking spaces to Crestmar within three years after the first condominium was bought in the late 1970’s. Citing a four-year statute of limitations for an action based upon a writing such as the CC&R’s, Stapakis argued Crestmar’s complaint was more than two dеcades too late.
The trial court disagreed with Stapakis on when Crestmar’s cause of action accrued. The court concluded it arose when Crestmar demanded Hartford convey the parking spaces. The court could not tell from the face of Crestmar’s complaint, however, when Crestmar demanded Hartford perform under the CC&R’s, and therefore could not determine whether Crestmаr’s complaint was timely. Therefore, the court granted judgment on the pleadings, but gave Crestmar leave to file an amended complaint. Crestmar filed an amended complaint adding the allegation that Crestmar did not demand Hartford’s performance until it filed its complaint in these proceedings.
Stapakis moved for summary judgment. He reiterated his assertion that causes of action based on the CC&R’s аccrued sometime in the early 1980’s. The court denied summary judgment. It found Crestmar’s cause of action to enforce a covenant running with the land accrued when Crestmar demanded Hartford’s performance, which the court found occurred when Crestmar filed its complaint. Thus the complaint was timely. 2
The court conducted a one-day bench trial in February 2006. At the end of the trial, the court entered judgment for Crestmar. It cancelled the deeds to the parking spaces from Hartford to Stapakis, and quieted title to the two spaces in Crestmar. 3 This appeal followed.
DISCUSSION
1. Statute of Limitations
Appellants contend Crestmar’s complaint was untimely. The parties agree the statute of limitations for a cause of action based on a writing such as the CC&R’s is four years. (Code Civ. Proc., § 337.) They disagree, however, on when the statute of limitations began to run. The court hеld the statute began running when Crestmar demanded performance, which the court found was Crestmar’s filing of its complaint in this case. In support, the court relied on
Cutujian
v.
Benedict Hills Estates Assn.
(1996)
Cutujian involved performance of a CC&R’s covenant not tied to a precise time. In
Cutujian,
the covenant obligated a homeowners association to repair when “ ‘necessary or appropriate’ ” hillsides on the subject property.
(Cutujian, supra,
41 Cal.App.4th at pp. 1382, 1387.) Instead of being linked to any particular time, the “necessary or appropriate” language made the obligation open-ended. The dispute in
Cutujian
arose when a property owner demanded the association repair his property. The association attempted repairs, but did not complete them to the satisfaction of the owner, who sued the association for breaching the covenant. Against a statute of limitations defense asserting the complaint was untimely, the
Cutujian
court found a cause of action to enforce a covenant in a CC&R accrues when a property owner demands the covenant’s performance.
(Id.
at pp. 1384, 1387-1388; accord,
World Sav. & Loan Assn. v. Kurtz Co.
(1960)
Unlike
Cutujian,
the covenant here to convey the parking spaces provided a particular time for performance—one sрace concurrent with the sale of each condominium and all spaces within three years of the sale of the first condominium, whichever occurred first. We see no lawful basis—and the parties have supplied none—for rewriting the plain language of the CC&R’s
to insert as an additional condition to Hartford’s performance that Crestmar must expressly demand the deed to the parking spaces before Hartford is obligated to transfer them. Although we find the court’s reasoning was mistaken, its conclusion was correct. The complaint was timely because the statute of limitations for an action to quiet title does not begin to run until someone presses an adverse claim against the person holding the property.
(Muktarian
v.
Barmby
(1965)
In
Muktarian,
a father deeded land to his son upon the father’s second marriage so that the father’s new wife would not inherit the property. Despite transferring title to the land, the father kept a life estate and continued to live on the property, with the implied understanding that he retained control over it. When the father at a later time tried to sell some of the property, the son would not sign the grant deed. The father therefore sued the son to quiet titlе.
(Muktarian, supra,
Appellants contend
Muktarian1 &
progeny requires respondent to have “exclusive and undisputed” possession of the parking spaces to prevent the accrual of respondent’s cause of action. Appellants discern that rule from their reading of
Ankoanda v. Walker-Smith, supra,
Nоbantu Ankoanda owned a building she rented to her cousin, Paula Walker-Smith, in which the cousin wanted to open a govemmentally subsidized daycare center.
After being added to the grant deed, the cousin wrote to Ankoanda proclaiming the cousin’s ownership interest in the building. Ankoanda waited
four years to take legal action against her cousin to quiet title. The gravamen оf her claim was she made her cousin a joint tenant based on either her cousin’s fraud or her own mistake about the requirements for the daycare center to receive funding.
(Ankoanda
v.
Walker-Smith, supra,
The cousin argued the complaint was untimely because Ankoanda had known about the cousin’s ownership claim to the property for four years, but a three-year statute of limitations applied to actions based оn fraud or mistake. (Code Civ. Proc., § 338.) Ankoanda asserted her complaint was timely because Muktarian established that the statute of limitations to quiet title did not begin to run while the plaintiff seeking to quiet title possessed the property. (Ankoanda v. Walker-Smith, supra, 44 Cal.App.4th at pp. 615-616.) As a landlord renting the building to her cousin, Ankoanda noted the law deemed her to be in “possession” of the building through her cousin, who despite being named on the deed, remаined a tenant. (Id. at p. 618 [cousin’s presence on deed does not preclude her from being a tenant because the positions are not incompatible].)
The
Ankoanda
court held
Muktarian
applied only when a plaintiff’s possession of property was “ ‘exclusive and undisputed.’ ”
(Ankoanda v. Walker-Smith, supra,
We find
Ankoanda
inapt. The
Ankoanda
court’s gloss of “exclusive and undisputed” possession distinguished the unusual facts before it from the very different circumstances in
Muktarian,
where the father neither moved off his property nor gave up its control after granting title to his son. As the
Ankoanda
court explained, “Although
Muktarian
does not explicitly refer to ‘exclusive and undisputed possession,’ that type of possession was in fact present there and in the cases relied upon in it.”
(Ankoanda
v.
Walker-Smith, supra,
We hold Ankoanda’s refinement of Muktarian does not apply here because, when the concepts are properly understood, Crestmar had exclusive and undisputed possession of the parking spots. In the quarter century before Crestmar filed its lawsuit to quiet title, only Crestmar (and possibly unidentified designees) occupied and possessed the spaces, using them to store a waste bin and perhaps for temporary parking. Appellants never used the spaces during that time. Indeed, appellants did not even stake a claim to the spaces until 2004. Appellants contend they nonetheless “possessed” the parking spaces because they had kept title to them since the 1980’s. Muktarian illuminates, however, that title does not equal possession. In Muktarian, the son had title but the statute of limitations on the father’s quiet title action did not run because the father retained possession by remaining on the property.
In addition to Crestmar’s possession being exclusive, we find it was also undisputed. Appellants contend possession was disputed, and that they were doing the disputing. Their contention is unavailing, however, because “undisputed” can only sеnsibly mean the absence of a dispute before the present controversy and attendant lawsuit arose. “Undisputed” cannot plausibly mean no dispute at any time, because a lawsuit presupposes a dispute. Hartford’s attempted interpretation of undisputed—no dispute by anyone at anytime—means no property subject to quiet title litigation could satisfy Muktarian, making Muktarian’s statute of limitations rule illusory. We, of course, try to avoid reading cases, particularly our Supreme Court’s decisions, in a way that renders their holdings meaningless.
2. Hartford’s Default
The State of California suspended Hartford’s corporate charter in 1979 for not paying its taxes. Hartford concedes that as a suspended corporation, it had no right to prosecute or defend itself in this lawsuit.
(Timberline, Inc.
v.
Jaisinghani
(1997)
California reinstated Hartford’s corporate charter in March 2006 when Stapakis paid the corporation’s back taxes. Following reinstatement, Hartford moved to set aside its default. (Code Civ. Proc., § 473, subd. (d).) Hartford’s argument for vacating its defаult rested on Crestmar’s having failed to serve its amended complaint on Hartford before trial. According to Hartford, Crestmar had been obligated to serve the amended complaint because the amendments made material changes to the original complaint. When amendments to a complaint contain substantive changes, Hartford
notes, a defaulting defendant against whom the court has nоt yet entered judgment has the right to appear in the action to answer the amended complaint.
(Ostling
v.
Loring
(1994)
Hartford contends the court errеd in finding the amended complaint contained no substantive changes. It seeks support for its contention principally from the court’s rulings on Stapakis’s motions for judgment on the pleadings and summary judgment. Hartford notes that the court granted judgment on the pleadings (albeit with leave to amend) on the ground the complaint was time-barred, but found the lawsuit was timely when it denied summary judgment after Crestmar amended its complaint. Hartford reasons amendments to a complaint that snatch victory from the jaws of defeat must be material. Hartford additionally argues the amendments were material because, as Hartford interprets the record, they triggered the court’s conclusion that appellants were equitably estopped from asserting the statute of limitations against Crestmar.
We find that even if we assume for purposes оf this appeal that Crestmar’s amendments were substantive, Hartford’s assignment of error fails because it cannot show that its not being served a copy of the amended complaint prejudiced it.
(Butler v. Roma-Lind, Inc.
(1961)
3. Conveyance of Parking Spaces to Crestmar
After the court cancelled the deeds to the two parking spaces from Hartford to Stapakis, it ordered appellants to convey the spaces to Crestmar. Appellants сontend the court erred in believing their sole lawful course was to deed the spots to Crestmar. They argued they also had the right to transfer the parking spots to condominium owners of their selection. In support, they cite the following language from the CC&R’s: “Within three years from the date of the close of the sale of the first residential unit in this project, or upon the recorded sale of all residential units, whichever occurs first, the developer shall have transferred all parking stall units to a residential unit owner or he shall deed any remaining units to [Crestmar] . . . .”
Appellants offer no argument to support their contention other than to point to the language from the CC&R’s. They cite no legal authority to support their contention that the court erred. Furthermore, the language was in evidence before the сourt, and they cite nothing from the record showing the court arbitrarily disregarded it. We need not address an issue unsupported by argument, legal authority, and evidence, and therefore pass on appellants’ contention.
4. Piercing Hartford’s Corporate Veil
Stapakis was Hartford’s sole shareholder and president, and the court found
Appellants note that piercing the corporate veil requires bad faith by the corporate alter ego.
(Associated Vendors, Inc.
v.
Oakland Meat Co.
(1962)
Appellants do not support with any record citations their assertion that the court’s hidden desire to award Crestmar its fees motivated the court to pierce Hartford’s corporate veil. To the contrary, appellants ignore that the court found Stapakis abused Hartford’s corporate form. Under the CC&R’s, Hartford was to hold the parking spaces until it transferred them to Crestmar or a condominium owner; the CC&R’s gave Stapakis no colorable claim to the spaces. Nevertheless, as Hartford’s president Stapakis deeded the parking spots to himself, and without paying for them. The court concluded, “If the court were to respect the corporate form, it would work an injustice . . . .” Because appellants do not address the facts in the record underlying the court’s fear of perpetrating an injustice if it did not pierce Hartford’s corporate veil, their contention that improper motives animated the court fails.
DISPOSITION
The judgment is affirmed. Respondent to recover its costs on appeal.
Cooper, R J., and Flier, J., concurred.
Notes
The pertinent language in the CC&R’s stated, “At the time of initial sales of the condominiums [Hartford] shall convey at least one parking stall unit with each residential unit in the deed conveying the condominium. No parking stall unit may be sold to or retained in ownership by a person not an owner of a residential unit in the condominium .... Within three years from the date of the close of the sale of the first residential unit in this project, or upon the recorded sale of all residential units, whichever occurs first, [Hartford] shall have transferred all parking stall units to a residential unit owner or he shall deed any remaining units to [Crestmar] . . . .”
The court alternatively held Stapakis was equitably estopped from raising a statute of limitations defense.
The court also ordered Crestmar to reimburse Stapakis for back property taxes he paid of a little more than $1,800 after he purported to take title to the spaces, but that payment is not at issue in this appeal.
Ankoanda also included her mother on the deed, but her mother’s interest did not affect the Ankoanda court’s analysis or ours.