MOORE, J.
This is an appeal and a cross-appeal after a bench trial. This case concerns a real estate transaction between Renald Anelle, Robert Keeney and Arcade Partnership (plaintiffs), who were the sellers of real property, and Larry Long Tran and S.U.R.E Realty (defendants), a realtor and his broker. After the transaction failed, plaintiffs sued on a number of theories, including breach of contract and tort claims. Defendants filed a cross-complaint for breach of contract, seeking to recover the commission they would have earned if the transaction had closed. The court ultimately awarded judgment to defendants on the complaint, and concluded their cross-complaint was barred by the statute of limitations. Both parties appeal.
Plaintiffs raise, in essence, two issues. The first is the sufficiency of the statement of decision. Under the applicable legal standard, the statement of decision is adequate and we find no error.
The other issue plaintiffs raise demonstrates an alarming misapprehension of our role on appeal. Plaintiffs seek to retry their case in this court,
With regard to defendants' cross-appeal, we conclude that the court erroneously concluded the breach of contract claim was barred by the statute of limitations. Under the relation-back doctrine, the cross-complaint relates back to the date of the original complaint, which was within the statute of limitations. Accordingly, we remand for further proceedings on the cross-complaint only.
The appellant has the duty to fairly summarize all of the facts in the light most favorable to the judgment. (Foreman & Clark Corp. v. Fallon (1971) 3 Cal.3d 875, 881.) This duty increases with the complexity of the record.
Arcade Partnership (the partnership) was formed in 1981, and purchased an office building in Santa Ana at 515 North Main Street. During the period relevant to this case, the partners were Renald Anelle, Donald Krotee, and Alan Newton, each of whom owned a 20 percent interest, and Robert Keeney, who owned a 40 percent interest.
On November 5, 2002, Anelle, on behalf of the partnership, signed a real estate listing agreement (Agreement) with realtor Larry Long Tran. The Agreement included a clause stating: "Owner further agrees, regardless of responsibility, to indemnify, defend and hold Broker harmless from all claims, disputes, litigation, judgments and attorney's fees arising from any incorrect information supplied by Owner, . . . or from any material facts which owner knows but fails to disclose." The Agreement also contained a representation that "Owner warrants that Owner is the owner of the Property or has the authority to execute this contract." In addition, the Agreement included a merger clause. The property was initially listed at $750,000.
Tran submitted an offer to Anelle and Keeney for $559,000 from Dr. Luke Choi. A number of complications followed. In attempting to negotiate a higher price with Choi, plaintiffs claimed that Tran made false representations about part of an increased purchase price of $630,000 being used for repairs to the property. According to defendants, plaintiffs failed to disclose that the partnership was being dissolved and that Krotee, who had an office in the building, would not agree to sell unless he could maintain his lease. Although escrow on the property was opened, the sale was never consummated, and escrow was cancelled in September 2004. The property eventually sold in 2007, through another broker, for more than $900,000, although it appears that plaintiffs chose to take less than they were entitled to on their notes to facilitate the sale.
On March 5, 2007, plaintiffs filed their initial complaint. On August 17, they filed their first amended complaint, alleging fraud, negligence, breach of fiduciary duty, and breach of contract. On September 21, defendants filed their cross-complaint for breach of contract, seeking the $31,500 commission that would have been due if the sale had closed.
The case went to trial in 2008, and on May 1, 2009, after considering objections to a proposed statement of decision, the court issued its statement of decision finding in defendants' favor on the complaint. Additionally, the court determined the cross-complaint was time-barred. Judgment was entered, and both parties now appeal.
Plaintiffs argue the statement of decision was inadequate because it failed to address several of the specific questions posed by plaintiffs. Statements of decision are governed by Code of Civil Procedure section 632, which provides, in relevant part: "The court shall issue a statement of decision explaining the factual and legal basis for its decision as to each of the principal controverted issues at trial upon the request of any party appearing at the trial."
"A statement of decision need not address all the legal and factual issues raised by the parties. Instead, it need do no more than state the grounds upon which the judgment rests, without necessarily specifying the particular evidence considered by the trial court in reaching its decision. [Citations.]" (Muzquiz v. City of Emeryville (2000) 79 Cal.App.4th 1106, 1124-1125.) Further, "[i]t is settled that `[i]n rendering a statement of decision . . . a trial court is required only to state ultimate rather than evidentiary facts; only when it fails to make findings on a material issue which would fairly disclose the trial court's determination would reversible error result.'" (Sperber v. Robinson (1994) 26 Cal.App.4th 736, 745.)
The statement of decision here was more than sufficient to fairly disclose the trial court's determinations on the ultimate facts. It discussed, in turn, each cause of action, and gave reasons as to why plaintiffs had failed to carry the burden of proof. With respect to fraud, for example, the statement of decision states the court's finding that defendants did not falsely represent that Choi wanted a part of the purchase price set aside for repairs. It also states that "Defendants worked honestly and diligently with the Plaintiffs, disclosing new purchase offers and related facts and opinions in a forthright manner."
As to the negligence claim, the statement of decision states the court found defendants' expert more convincing with respect to the standard of care, and concluded that defendants acted within industry standards.
Contrary to plaintiffs' belief, the court was not required to address each of their specific questions, or to address every factual matter controverted at trial. (Bauer v. Bauer (1996) 46 Cal.App.4th 1106, 1118.) The court stated the ground upon which it based its decisions, and that is sufficient. (Muzquiz v. City of Emeryville, supra, 79 Cal.App.4th at pp. 1124-1125.)
The failure to provide a fair summary of the facts in the light most favorable to the judgment may result in a waiver of any question of the existence of substantial evidence. (Foreman & Clark Corp. v. Fallon, supra, 3 Cal.3d at p. 881.) As we noted above, plaintiffs have completely failed in their duty to provide a fair and even-handed statement of facts. While we would be completely justified in deeming the issue of substantial evidence waived, we nonetheless address it briefly in the interests of justice.
Unlike plaintiffs, we begin our analysis with the standard of review. "`A judgment or order of the lower court is presumed correct. All intendments and presumptions are indulged to support it on matters as to which the record is silent, and error must be affirmatively shown. This is not only a general principle of appellate practice but an ingredient of the constitutional doctrine of reversible error.' [Citations.]" (Denham v. Superior Court (1970) 2 Cal.3d 557, 564, original italics.)
"When findings of fact are challenged in a civil appeal, we are bound by the familiar principle that `the power of the appellate court begins and ends with a determination as to whether there is any substantial evidence, contradicted or uncontradicted,' to support the findings below. [Citation.] We view the evidence most favorably to the prevailing party, giving it the benefit of every reasonable inference and resolving all conflicts in its favor. [Citation.] Substantial evidence is evidence of ponderable legal significance, reasonable, credible and of solid value. [Citation.]" (Oregel v. American Isuzu Motors, Inc. (2001) 90 Cal.App.4th 1094, 1100.) The testimony of a single witness may alone constitute substantial evidence. (In re Marriage of Mix (1975) 14 Cal.3d 604, 614.)
We do not reweigh the credibility of witnesses or resolve conflicts in the evidence. (Rufo v. Simpson (2001) 86 Cal.App.4th 573, 622.) Further, this court is bound by implied findings made by the trial court, such as rejecting a witness's testimony. (Stafford v. Mach (1998) 64 Cal.App.4th 1174, 1182.) Given this court's limited role, the evidence is more than sufficient to conclude the judgment is supported by substantial evidence. This case primarily turned upon the credibility of the witnesses, and as we noted above, it is not this court's function to second-guess the trial court's conclusions regarding credibility.
With respect to plaintiffs' fraud claim, the trial court found that "Defendant did not fraudulently or falsely represent to Plaintiffs that Dr. Choi wanted $68,000 of the $630,000 purchase price to be set aside for repairs to the property. [¶] The Court finds that Defendants worked honestly and diligently with the Plaintiffs, disclosing new purchase offers and related facts and opinions in a forthright manner." This conclusion was supported by Tran's testimony, expert testimony and a number of documents, including the $630,000 offer. The evidence was more than sufficient to uphold the court's conclusion.
As to plaintiffs' negligence claim, the court stated: "After considering and weighing the testimony of the competing experts, the Court finds that Defendants['] expert, broker Michael Ryan, was more convincing. Defendant acted within the industry standard when he relied on the written and oral assurances of Anelle and Keeney that they were `owners of the property, or have the authority to execute the agreement'. Pursuant thereto, Defendant did not breach the applicable standard of care, and accordingly prevails on the negligence cause of action." Defendants' expert testified regarding the standard of care, and the court was within its discretion to accept defendants' witness as more credible. The expert's testimony provides substantial evidence sufficient to uphold the court's ruling on the negligence cause of action.
Similarly, with respect to breach of fiduciary duty, the court found: "Defendants' duties to Plaintiffs were stated in the Listing Agreement. At all times relevant to Plaintiff's Complaint, Defendants performed duties and acts as described in the Listing Agreement in a diligent professional manner. After considering and weighing the testimony of the competing experts, the Court finds that Mr. Ryan's [defendants' expert] testimony was more convincing, and that Defendant acted within industry standards when he relied on Plaintiffs['] oral and written assurances. Defendant therefore did not breach the applicable standard of care and accordingly Defendant prevails on the cause of action for breach of fiduciary duty." Again, this conclusion is supported by substantial evidence, specifically, the testimony of defendants' expert.
Finally, the court considered plaintiffs' claim for breach of contract, and found defendants did not breach the contract because "the sale of the subject property was prevented solely by the inability of . . . Arcade to procure the consent and signature of their fourth partner, Donald Krotee." This was supported by ample evidence, including facts conceded by plaintiffs. Plaintiffs admit: "The other obstacle to the sale was Krotee's need to protect his lease in the building, and his insistence that his lease be honored by the new buyer, Choi." There was clear evidence of dissent in the partnership, and indeed, the court found evidence that the partnership was actually dissolved by vote in 2001. The partners had also previously sued Krotee, although the lawsuit was dismissed thereafter. When considered with the testimony regarding the reasons for the failure of escrow, the court had ample evidence upon which to conclude that defendants were not responsible and did not breach the Agreement.
Plaintiffs also claim the court erroneously concluded their negligence claim was time-barred. This, however, was an alternate basis for the court's decision. Because the court also found that "Defendant did not breach the applicable standard of care," any error as to its conclusion on the timeliness of the action is harmless, and we need not address it further.
The only issue on the cross-appeal is whether the trial court properly found that the cross-complaint for breach of contract is time-barred. Defendants argue that under the "relation-back" doctrine, their cross-complaint was timely. In response to this argument, plaintiffs fail to address relation back at all, but argue that defendants' breach of contract action is really a disguised tort claim, and even if it is a proper contract claim, it was untimely because it was filed more than four years after the alleged breach.
A cross-complaint relates back and is timely if the original complaint was filed before the statute of limitations on the cross-complaint had run. "[A] cross-complaint need only be subject-matter related to the plaintiff's complaint — i.e., arise out of the same occurrence . . . — to relate back to the date of filing the complaint for statute of limitations purposes. [Citation.]" (Sidney v. Superior Court (1988) 198 Cal.App.3d 710, 714.) There is no question that this was a compulsory cross-complaint — it arose from the same contract at issue in plaintiffs' complaint, which was filed on March 5, 2007. Thus, the cross-complaint, although filed in September, related back to the date of the initial complaint and was not untimely.
To the extent plaintiffs offer the additional argument that the breach occurred in the fall of 2002, at the time the Agreement was entered into, we reject that as well. A cause of action accrues, and the statute begins to run, when all of the elements of the cause of action have occurred. (Howard Jarvis Taxpayers Assn. v. City of La Habra (2001) 25 Cal.4th 809, 815.) Thus, a cause of action for breach of contract does not accrue before the time of breach. Moreover, "`There can be no actual breach of a contract until the time specified therein for performance has arrived.' [Citation.]" (Romano v. Rockwell Internat., Inc. (1996) 14 Cal.4th 479, 488.) Defendants seek their lost sales commission, which they would not have been entitled to until close of escrow. The record shows a proposed 60-day escrow based on the January 17, 2003 offer. Thus, escrow would not have closed before March 17, and that is the date when defendants' claim for breach of contract — the failure to pay commission — would have accrued.
Thus, we find the trial court erred by concluding the cross-complaint was time-barred, and we therefore reverse and remand for further proceedings on the cross-complaint.
With respect to the complaint, the judgment is affirmed. With respect to the cross-complaint, the judgment is reversed and the matter is remanded for further proceedings. Defendants are entitled to their costs on appeal.
WE CONCUR.
BEDSWORTH, ACTING P. J.
FYBEL, J.
