NOT TO BE PUBLISHED IN OFFICIAL REPORTS

OPINION

HOLLENHORST, Acting P. J.

This is an action to determine ownership of a 5 percent interest in the Indian Avenue Company, a New York General Partnership (the Partnership). Defendants, cross-complainants and appellants the Partnership and Robert Arzano (herein collectively referred to as Defendants) appeal the judgment entered following summary judgment granted in favor of plaintiffs, cross-defendants, and respondents Barbara Doyle, Janet Morris, formerly known as Janet Tockman, and Edward L. Morris, as Trustees of the Edward and Janet Morris Trust dated March 13, 2007 (herein collectively referred to as Plaintiffs). Following Mr. Arzano's divorce from Elaine Arzano, she died and bequeathed her 5 percent interest in the Partnership to her sisters, Doyle and Morris. The primary issues on appeal include (1) whether the Arzanos' divorce converted their 10 percent interest in the Partnership from a joint tenancy with right of survivorship to tenants in common, and (2) whether the death of Mrs. Arzano resulted in the termination of the Partnership.1

We conclude Defendants failed to raise any issues of material fact, and thus, the trial court appropriately granted summary judgment. The judgment is affirmed.

I. PROCEDURAL BACKGROUND AND FACTS

In April 1979, the Arzanos invested $8,000 in the Partnership, a general partnership primarily formed and operated by their close friends in New York. They held a 10 percent interest in the Partnership as joint tenants with right of survivorship. In 1983, the Arzanos divorced. The interlocutory judgment of dissolution (Interlocutory Judgment) identified their Partnership interest as an interest in "a joint venture regarding ownership of property located in the North Palm Springs area" and directed that such interest be retained and held as tenants in common. Mrs. Arzano died on November 23, 1986. By testamentary transfer, her 5 percent interest in the Partnership went to her sisters, Doyle and Morris.2 However, on January 7, 1987, Ralph Herbert Kress, managing partner of the Partnership, transferred Mrs. Arzano's interest in the Partnership to Mr. Arzano. On June 17, 1987, pursuant to Mrs. Arzano's will, the probate court ordered that her 5 percent interest in the Partnership be distributed equally to Doyle and Morris. Morris showed Mr. Arzano the will and informed him that she and Doyle had inherited Mrs. Arzano's interest in the Partnership. Mr. Arzano showed Morris where the Partnership's land was located and told her not to worry about their share of the property taxes.

On April 16, 2007, Morris gave notice of the transfer of Mrs. Arzano's interest in the Partnership. On November 20, 2007, unknown to Doyle and Morris, the Partnership sold some of its real property holdings in North Palm Springs, resulting in net proceeds of $4,042,188.21. About the same time, Cynthia Kress Kramer was appointed managing partner to replace Virgilio Cannatella, who had replaced Ralph Kress following his death.

Upon discovering Mr. Arzano's actions, on October 3, 2008, Doyle and Morris initiated this action. Following a hearing on the demurrer, on January 12, 2009, Plaintiffs filed their first amended complaint, alleging (1) breach of contract; (2) misapplication of money or property; (3) breach of fiduciary duty; (4) conversion; (5) constructive trust, order of conveyance, and accounting; (6) declaratory relief; and (7) constructive fraud. On April 22, 2009, Defendants filed their cross-action for declaratory relief, which was amended on October 14, 2009.

On November 9, 2009, Defendants moved for summary judgment on their first amended cross-complaint. They argued that no triable issues of fact existed because the statute of limitations barred Plaintiffs from challenging the transfer of Mrs. Arzano's interest in the Partnership to Mr. Arzano, and the Interlocutory Judgment entered on November 4, 1983, failed to terminate the joint tenancy interest of Mr. and Mrs. Arzano in the Partnership. In support of the motion, Defendants offered the declaration of Mr. Arzano, along with various other documents, including the Interlocutory Judgment, the Partnership agreement, letters regarding the Partnership, and tax returns of the Partnership. Plaintiffs filed their opposition to Defendants' motion on January 15, 2010. They offered the declaration of Morris, which stated that both Mr. Arzano and Kress were aware that Mrs. Arzano had left her interest in the Partnership to her sisters.

On November 13, 2009, Plaintiffs moved for summary adjudication of their second (misapplication of money or property), fourth (conversion), and sixth (declaratory relief) causes of action against Defendants. They argued there were no triable issues of fact; rather, only two questions required resolution, namely, whether the Partnership continued after the death of a partner and whether the 1983 Interlocutory Judgment changed how Mr. and Mrs. Arzano held their interest in the Partnership from joint tenancy to tenants in common. Plaintiffs offered their declarations and discovery conducted in the case. Defendants filed their opposition on January 14, 2010.

A hearing on both motions was held on February 11, 2010. The trial court granted Plaintiffs' motion, but denied Defendants' motion. Plaintiffs dismissed their remaining causes of action and judgment was entered in their favor, awarding damages and costs to them. Defendants appeal.

II. STANDARD OF REVIEW

Summary judgment is properly granted when there are no triable issues of material fact and the moving party is entitled to judgment as a matter of law. (Code Civ. Proc., § 437c, subd. (c).) On appeal, we independently assess the correctness of the trial court's ruling on the motion for summary judgment. "`[W]e construe the moving party's affidavits strictly, construe the opponent's affidavits liberally, and resolve doubts about the propriety of granting the motion in favor of the party opposing it.'" (Seo v. All-Makes Overhead Doors (2002) 97 Cal.App.4th 1193, 1201-1202.)

III. ISSUES ON APPEAL

There are two opening briefs, one filed by Arzano and one filed by the Partnership. The issues they raise are similar. They both claim that (1) the trial court lacked jurisdiction because (a) Plaintiffs were required to bring and prevail on an action for an accounting in order to vest the court with jurisdiction to consider any of their claims, (b) Plaintiffs failed to name all indispensable parties, and (c) only the family court could interpret the Interlocutory Judgment; (2) extrinsic evidence is necessary to determine whether the "joint venture" identified in the Interlocutory Judgment referred to the Partnership; (3) the trial court erred in disregarding the extrinsic evidence, which contradicted the trial court's interpretation of the Interlocutory Judgment; (4) the statute of limitations bars Plaintiffs' claims because Mrs. Arzano's interest in the Partnership was transferred to Mr. Arzano in 1987; (5) the trial court erred in concluding that Plaintiffs were general partners in the Partnership; and (6) the complaint is barred by the doctrine of laches.3

In response, Plaintiffs contend that all of Defendants' arguments may be decided by resolving two issues, namely, whether the Partnership dissolved upon Mrs. Arzano's death, and whether the Arzanos' divorce changed their Partnership interest from joint tenants with right of survivorship to tenants in common. Although we agree with Plaintiffs' contention, to the extent it is necessary to address Defendants' collateral issues we will do so.

IV. JURISDICTION

Defendants contend the trial court lacked jurisdiction because (1) Plaintiffs failed to name indispensable parties, (2) Plaintiffs failed to bring and prevail on an action for an accounting, and (3) only the family court could interpret the Interlocutory Judgment. We reject these contentions for the following reasons.

To begin with, the purpose of Plaintiffs' first amended complaint was to obtain their 5 percent share in the profits obtained from the sale of real property in 2007. While the first amended complaint contains references both to Plaintiffs'"desire [for] a judicial determination that: they are general partners of [the Partnership] . . . [and that they] are entitled to participate in the profits and losses of the [P]artnership," Plaintiffs also desired "a judicial determination to ascertain the parties' respective rights and duties concerning the [P]artnership." In the initial minute order, the trial court determined Plaintiffs to be partners; however, the final judgment superseded that order and stated that Plaintiffs were the owners of 5 percent interest in the future profits of the Partnership. Thus, as a result of their inheritance, Plaintiffs were not, and are not, partners in the Partnership.4 They are merely heirs of Mrs. Arzano's interest.

Because Plaintiffs are not partners in the Partnership, there was no need to name all of the partners of the Partnership. The only partner who was responsible for converting Plaintiffs' 5 percent interest was Mr. Arzano, and he was properly identified as a defendant. Furthermore, there was no need for an accounting, because Mr. Arzano acknowledged that he directed the Partnership to transfer Mrs. Arzano's 5 percent interest in the profits to him. "A cause of action for an accounting requires a showing that a relationship exists between the plaintiff and defendant that requires an accounting, and that some balance is due the plaintiff that can only be ascertained by an accounting. [Citations.] [¶] An action for accounting is not available where the plaintiff alleges the right to recover a sum certain or a sum that can be made certain by calculation. [Citation.]" (Teselle v. McLoughlin (2009) 173 Cal.App.4th 156, 179.)

Moreover, the remaining partners of the Partnership have not suffered, and will not suffer, any loss because Mr. Arzano has been paying for any costs/expenses associated with Mrs. Arzano's/Plaintiffs' 5 percent interest. As he stated, since Mrs. Arzano's death, he received notification of his share of costs for the Partnership, which "included the costs attributable to the . . . interest of [Mrs.] Arzano that [the Partnership] had transferred to [him] on its books and records on January 7, 1987." The Partnership acknowledges that billings for Partnership expenses and federal and state income tax returns were sent to Mr. Arzano. Presumably, Mr. Arzano has paid all of those costs,5 and thus, the remaining partners suffered no loss. Furthermore, Plaintiffs' right to 5 percent of any profits realized by the Partnership would include any offsets associated with 5 percent of any expenses/costs incurred.6

Finally, Defendants argue that because Plaintiffs have alleged misappropriation of funds and conversion based on the Interlocutory Judgment, these tort claims may be heard only by the family law court. Alternatively, they claim Plaintiffs "in essence, [seek] an action to award community estate assets that had not previously been adjudicated by a judgment in a proceeding," and thus, the only court with jurisdiction is the family court. We disagree.

Plaintiffs sought a declaration of their rights regarding Mrs. Arzano's 5 percent interest in the Partnership. In order for the court to determine the parties' respective rights, it needed to interpret the Interlocutory Judgment, which spelled out the agreement reached between Mr. and Mrs. Arzano regarding the division of their assets. Mr. Arzano notes that subsequently, in1984, other remaining issues were settled in an agreement entered into between them.

"`Marital settlement agreements incorporated into a dissolution judgment are construed under the statutory rules governing the interpretations of contracts generally.' [Citation.] `The basic goal of contract interpretation is to give effect to the parties' mutual intent at the time of contracting. [Citations.] When a contract is reduced to writing, the parties' intention is determined from the writing alone, if possible. [Citation.] "The words of a contract are to be understood in their ordinary and popular sense."' [Citation.]" (In re Marriage of Simundza (2004) 121 Cal.App.4th 1513, 1518.) "[E]xtrinsic evidence is admissible to prove a meaning to which the contract is reasonably susceptible . . . ." (Ibid.)

According to Mr. Arzano, he and Mrs. Arzano never changed their joint tenancy with right of survivorship interest in the Partnership to tenants in common. Rather, he claims the reference to "a joint venture regarding ownership of property located in the North Palm Springs area" referred to their home at 1200 Del Paso Way. However, two paragraphs above this reference in the Interlocutory Judgment, under the "DIVISION OF COMMUNITY PROPERTY" section, it provides: "Family home located at 1200 Del Paso Way, Palm Springs, California, shall be sold forthwith and will be listed with a real estate broker on or before August 8, 1983. The parties are ordered to work together to obtain the earliest sale date of this home." Furthermore, the subsequent agreement between the Arzanos provides: "[Mrs. Arzano] shall, at the time of signing this agreement, execute a quit claim deed to [Mr. Arzano] releasing all of her community property interest in the marital home located at 1200 del Paso Way . . . ." By comparing the Interlocutory Judgment to the subsequent agreement, it is a far stretch to conclude that the reference to "a joint venture regarding ownership of property located in the North Palm Springs area" was a reference to the Arzanos' home on Del Paso Way. Thus, contrary to Defendants' claim, the court's primary focus was on interpreting the agreements that divided the Arzanos' community property, including their interest in the Partnership, and not any tort claims.

For the above reasons, we conclude the trial court had jurisdiction to hear Plaintiffs' claims.

V. STATUTE OF LIMITATIONS/LACHES

Next, Defendants contend that Plaintiffs' claims are barred either by the statute of limitations or by the doctrine of laches. Specifically, Mr. Arzano argues that at best, Plaintiffs had six years following Mrs. Arzano's death to file an action for an accounting, and having failed to do so, they are now time-barred.7 Defendants cite Corporations Code former section 15043, which provided that the right of an accounting accrues on the date of dissolution of the partnership. (Corp. Code, former § 15043, added by Stats. 1949, ch. 383, § 1, p. 688.) The flaw in their argument is the assumption that Plaintiffs had to seek an accounting. However, as we previously explained, there was no need for an accounting, because Mr. Arzano acknowledged that he directed the Partnership to transfer Mrs. Arzano's 5 percent interest in the profits to him. The only issue was who was entitled to receive the 5 percent share of the profits.

Regarding laches, Mr. Arzano specifically argues that due to Plaintiffs' delay in bringing this action, Defendants are prejudiced because "they have lost a witness to prove their case in [Mrs. Arzano], and . . . the contract allows for expulsion of a partner that fails to pay its bills." Regarding the loss of a witness, but for Mrs. Arzano's death the parties would not be before this court. Thus, Plaintiffs' delay, if any, did not result in the loss of a witness. Regarding the failure to pay bills, the record shows there was no such failure because Mr. Arzano paid all expenses associated with Mrs. Arzano's 5 percent interest in the Partnership.

For these reasons, we conclude that neither the statute of limitations nor laches bars Plaintiffs' claims.

VI. INTERPRETATION OF INTERLOCUTORY JUDGMENT

Defendants challenge the trial court's interpretation of the Arzanos' Interlocutory Judgment. They claim extrinsic evidence was necessary to determine whether the words "joint venture" referred to the Partnership, and the trial court erred in disregarding contradictory extrinsic evidence.

The Interlocutory Judgment contains five sections: (1) spousal support; (2) division of community property; (3) property held as tenants in common; (4) wife's debts; and (5) restraining orders. Included in the property identified as community property is the Arzanos' family home located at 1200 Del Paso Way. Regarding the property to be held as tenants in common, the Interlocutory Judgment provides the following: "1. Parties shall retain as tenants in common their interest in a joint venture regarding ownership of property located in the North Palm Springs area. [¶] 2. Parties shall retain as tenants in common ownership in a New York corporation called Northern Performance. . . ." Plaintiffs argued that the above language evidences the fact that the Arzanos changed how they held their interest in the Partnership from joint tenants with right of survivorship to tenants in common. In support of their argument, they submitted a statement of undisputed facts supported by relevant documents, their declarations, and Mr. Arzano's responses to discovery.

According to Plaintiffs' statement of undisputed facts, the Arzanos entered into a partnership with friends (the Partnership), which purchased real property on the "north side of 20th, west of Indian Avenue, City of Palm Springs." The real property is located in the area north of the City of Palm Springs. The Arzanos' family home at 1200 Del Paso Way was also located north of the City of Palm Springs, only closer to the city. According to the Interlocutory Judgment, when the Arzanos divorced, the only interest in California real estate they held in either a joint venture or a partnership was their joint tenancy interest in the Partnership. The Interlocutory Judgment provided that the family home, listed as community property, would be sold forthwith; thus, Plaintiffs argued that the reference to a "joint venture regarding ownership of property located in the North Palm Springs area" was to the Arzanos' interest in the Partnership. Further, Plaintiffs noted that upon Mrs. Arzano's death, she bequeathed her 5 percent interest in the Partnership to them. Regarding the claim that Mrs. Arzano's death would have resulted in the dissolution of the Partnership, Plaintiffs pointed out that when other partners died, the Partnership did not dissolve.

In opposition, Defendants claimed the Interlocutory Judgment's identification of an "interest in a joint venture regarding ownership of property located in the North Palm Springs area" referred to the Arzanos' family home. Thus, they argued Mrs. Arzano's interest in the Partnership remained as a joint tenant with right of survivorship with Mr. Arzano. As such, on January 7, 1987, after Mrs. Arzano's death, her 5 percent interest in the Partnership was transferred to Mr. Arzano. From then on, Mr. Arzano was identified as having a 10 percent interest in the Partnership in the tax returns.

Defendants' primary argument at the trial level, and now on appeal, is that the Interlocutory Judgment requires extrinsic evidence to interpret what "joint venture regarding ownership of property located in the North Palm Springs area" means, and the trial court erred in disregarding contradictory extrinsic evidence. After reviewing the entire record, we conclude the trial court properly determined that the reference to a "joint venture" was a reference to the Partnership. Whether or not the trial court relied on extrinsic evidence, the Interlocutory Judgment alone supports this conclusion.

"A joint venture is `an undertaking by two or more persons jointly to carry out a single business enterprise for profit. [Citations.]' [Citation.] `Like partners, joint venturers are fiduciaries with a duty of disclosure and liability to account for profits.' [Citation.] [¶] The distinction between joint ventures and partnerships is not sharply drawn. . . . From a legal standpoint, both relationships are virtually the same." (Weiner v. Fleischman (1991) 54 Cal.3d 476, 482.) "A joint venture resembles a partnership in that its members associate as co-owners of a business enterprise, agreeing to share profits and losses." (Rickless v. Temple (1970) 4 Cal.App.3d 869, 893.)

Clearly, the use of the words "joint venture" was in reference to their interest in the Partnership and not the family home, especially since the family home was already identified under community property. To suggest otherwise would ask this court to believe that, despite the desire to terminate their marriage, the Arzanos wanted to make sure their respective ex-spouses would obtain the entire 10 percent interest in the Partnership upon the other's death. However, if such were the case, then what was the need for the section entitled "RESTRAINING ORDERS," which provided: "Both parties are restrained and enjoined from annoying the peace and tranquility of the other. Further, both parties are mutually restrained from contacting the other by phone or personally either at the residence or place of business of the other unless said contact is pursuant to accomplishing the terms of this interlocutory judgment."

Nonetheless, Defendants argue that Mrs. Arzano never took steps to notify the Partnership of the change in how the Arzanos held their 10 percent interest. Considering the fact that Mr. Arzano emphasized that the partners were "life-long very close personal friends" of his, the lack of notice is obvious. If all the partners were close personal friends, there was no need for a formal written notice, a simple conversation would suffice. Furthermore, according to Morris, when Mrs. Arzano died, Morris contacted Mr. Arzano and told him about Mrs. Arzano's will and the bequest of the interest in the Partnership to Morris and Doyle. Mr. Arzano took Morris in his car to show her the Partnership's land. Later on, Morris inquired about her and Doyle's share of the property taxes, and Mr. Arzano told her not to worry about them because it was only $33 as a result of Proposition 13. On one visit with Mr. Arzano, Kress, the managing partner of the Partnership, was present, and Morris told him that Mrs. Arzano had left her share in the Partnership to Morris and Doyle.

Defendants further argue the Arzanos owned "two general partnership interests that owned real property in the North Palm Springs area . . . ." To the extent Defendants are referring to the Arzanos' family home, we have already rejected that claim. To the extent they are referring to property in Rancho Mirage, we note that Rancho Mirage is not in North Palm Springs. To argue otherwise is disingenuous.

For the above reasons, we conclude the trial court properly interpreted the reference to a "joint venture regarding ownership of property located in the North Palm Springs area" to mean the Arzanos' 10 percent interest in the Partnership. While there was no need to consider extrinsic evidence, to the extent the trial court did consider the extrinsic evidence, such evidence further supported the trial court's interpretation.

VII. DID MRS. ARZANO'S DEATH TERMINATE THE PARTNERSHIP?

Finally, assuming we affirm the trial court's interpretation of the Interlocutory Judgment, Defendants argue that Mrs. Arzano's death resulted in the termination of the Partnership. In response, Plaintiffs argue that according to the applicable law, a general partnership is dissolved by the death of a partner unless the partnership agreement provides otherwise. (Abel v. O'Hearn (1950) 97 Cal.App.2d 747, 762 ["While it is ordinarily true that the death of a partner causes the dissolution of a partnership [citation], yet if the partnership agreement so provides, the business may be continued after the death of a member [citations]."].) In order to determine which side is correct, we must look to the language in the Partnership agreement.

The Partnership agreement provides the following: "14. DEATH— In the event that a [P]artnership interest is held in a joint tenancy, then upon the death of a joint tenant, his or her joint tenant shall become the owner of the entire [P]artnership interest which such joint tenants held together prior to the death of one of them. If any partner who does not hold his or her interest herein as a joint tenant dies or if both joint tenants of a jointly held [P]artnership interest die, then such deceased partner or deceased partner's heirs, executors or administrators shall, for all purposes, be bound by the provisions of this agreement." Clearly, given the language in section 14, the agreement contemplated situations where people/entities, other than the original partners, would be involved in the Partnership.

However, further proof of this conclusion is found in sections 3 and 13. Section 3 provides: "TERM—The term of the [P]artnership shall be perpetual unless terminated by agreement of all of the partners hereto, their successors, heirs, administrators, executors or assigns in accordance with the provisions of this agreement."

Section 13 provides: "SALE OF PARTNERSHIP INTEREST—No partner shall sell his or her interest in this [P]artnership to any other person or person or partnership or corporation without first offering his or her [P]artnership interest herein to the other general partners. . . . In the event that the offeror's interest is not purchased by one of the partners, but by some third person or partnership or corporation, then such `outside' purchaser shall be bound by the terms and conditions of this [P]artnership agreement as if he or it had been one of the partners at the time that the [P]artnership was formed."

As the above sections show, the trial court was correct in finding that the language in the Partnership agreement shows "a clear intent for the [P]artnership to continue after the death of a partner." There is no need to look any further.

VIII. DISPOSITION

The judgment is affirmed. Plaintiffs are awarded their costs on appeal.

KING, J. and CODRINGTON, J., concurs.