NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

ARMSTRONG, Acting P. J.

After paying a portion of cleanup costs of a Carson landfill, plaintiff County of Los Angeles (the "County") and a number of garbage disposal districts ("GDDs") sued Athens Disposal Company, Inc. ("Athens Disposal"), among others, for contribution or indemnification. Athens Disposal contended on summary judgment that the County could not establish an essential element of its claim: that Athens Disposal was the successor in interest to a waste hauler which used the subject landfill. The trial court agreed, and entered judgment for Athens Disposal. The County appeals that judgment, contending that the trial court erred in concluding that there are no triable issues of fact regarding the County's claims. Finding no error, we affirm the judgment.

FACTUAL AND PROCEDURAL BACKGROUND

In 2003, the County settled claims brought by a number of oil companies which had contributed funds towards the cleanup of the Cal Compact Landfill in Carson, California. The County then sought to recoup a portion of that settlement payout by filing its complaint for contribution and/or indemnification against, among others, Athens Disposal, respondent herein. The County's basic contention in this litigation is that the haulers with whom the County and the GDDs contracted to transport municipal waste share liability with appellants for the amounts paid in settlement of the claims brought by the oil companies. It is undisputed that Athens Disposal never contracted with the County or a GDD to haul municipal waste, and indeed, never hauled waste of any kind to any Carson landfill. However, the County sought to hold Athens Disposal liable for the obligations of Jack and Ed Arakelian, principals of Athens Disposal who, as joint venturers, had entered into a contract with a GDD in 1957. Athens Disposal moved for summary judgment and/or summary adjudication contending, among other things, that it was not the corporate successor to the long-defunct joint venture.

The factual background on which the County's claim of successor liability rests is as follows: Two brothers, Ed and Jack Arakelian as joint venturers (the "Arakelian JV"), entered into a contract with the Athens-Woodcrest-Olivita GDD (the "Athens Contract"), covering the period January 1958 to June 1960. When that contract was not renewed, the brothers, together with Jack's son Ron, sought a new business opportunity. These three formed a partnership which entered into a three-party joint venture with a corporation (S.V. Disposal) and an individual (Michael Harabedian) to bid on and service a waste hauling contract in Alhambra (the "Alhambra JV"). S.V. Disposal was an extant waste hauling business with small routes and freelance drivers in the Alhambra area, which also held contracts to haul waste for the cities of Montebello and Monterey Park. The Alhambra JV was awarded the "Alhambra Contract" in September 1960.

In 1962, the three Arakelian partners (Ed, Jack and Ron), together with a fourth Arakelian (Sam), bought out S.V. Disposal (presumably through a stock purchase), as well as Harabedian's interest in the Alhambra JV, thereby acquiring the Alhambra Contract, as well as the other contracts held at the time by S.V. Disposal. Shortly thereafter, S.V. Disposal's articles of incorporation were amended to change its name to "Athens Disposal Company." Neither the Alhambra JV nor S.V. Disposal ever hauled waste to Cal Compact.

As previously noted, the County's claims against respondent required a showing that Athens Disposal is a successor in interest to the Arakelian JV. The County sought to meet this showing by proving that this joint venture transferred its assets to the Alhambra JV without adequate consideration, and that the Alhambra JV and S.V. Disposal (now known as Athens Disposal) were later consolidated.

The trial court ruled that the County presented no admissible evidence that any assets of the Arakelian JV were transferred to the Alhambra JV or, if any asset transfer took place, that it lacked adequate consideration. The court also found that there was no admissible evidence that the Arakelian JV used the Cal Compact Site.1 The court entered judgment in favor of Athens Disposal, from which the County appeals.

STANDARD OF REVIEW

Code of Civil Procedure section 437c, subdivision (c) provides that "The motion for summary judgment shall be granted if all the papers submitted show that there is no triable issue as to any material fact . . . ." A defendant moving for summary judgment "need not support his motion with affirmative evidence negating an essential element of the responding party's case." (Leslie G. v. Perry & Associates (1996) 43 Cal.App.4th 472, 482.) Rather, a moving defendant need merely "show that the plaintiff does not possess needed evidence [and] . . . that the plaintiff cannot reasonably obtain needed evidence." (Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 853-854.) Once a defendant exposes a plaintiff's evidentiary deficiencies, the burden shifts to the plaintiff to present evidence demonstrating a triable issue of material fact. (Leslie G., supra, 43 Cal.App.4th at p. 482.) When a plaintiff's opposition is based not on direct evidence but on inferences, "those inferences must be reasonably deducible from the evidence, and not such as are derived from speculation, conjecture, imagination or guesswork." (Annod Corp. v. Hamilton & Samuels (2002) 100 Cal.App.4th 1286, 1298-1299.)

This court reviews a grant of summary judgment or summary adjudication de novo. (LEG Investments v. Boxler (2010) 183 Cal.App.4th 484, 494.) We "assume the role of a trial court and apply the same rules and standards that govern a trial court's determination of a motion for summary judgment." (Distefano v. Forester (2001) 85 Cal.App.4th 1249, 1258.) We "view the evidence in the light most favorable to plaintiffs as the losing parties," and "liberally construe plaintiffs' evidentiary submissions and strictly scrutinize defendants' own evidence, in order to resolve any evidentiary doubts or ambiguities in plaintiffs' favor." (Wiener v. Southcoast Childcare Centers, Inc. (2004) 32 Cal.4th 1138, 1142.)

DISCUSSION

We begin with some rudiments of partnership law. A joint venture is "an undertaking by two or more persons jointly to carry out a single business enterprise." (Pellegrini v. Weiss (2008) 165 Cal.App.4th 515, 525, citing Nelson v. Abraham (1947) 29 Cal.2d 745, 749.) "A joint venture continues until the purpose for which it was formed has been accomplished or it is expressly extinguished." (April Enterprises, Inc. v. KTTV (1983) 147 Cal.App.3d 805, 821.) When a joint venture is dissolved and its business wound up, any surplus assets are generally liquidated and distributed to its members. (Corp. Code, § 16807, subds. (a) and (b); Elsbach v. Mulligan (1943) 58 Cal.App.2d 354, 369 ["The rules governing an association known as a joint venture essentially resemble those controlling partnerships."].) Thus, joint venturers, like partners, are generally jointly and severally liable for the obligations of the joint venture (Corp. Code, § 16306, subd. (a)) as well as for the actionable conduct of a co-venturer acting in the ordinary course of the joint venture's business. (Corp. Code, § 16305, subd. (a).)

The County offers several theories to impose on Athens Disposal the liability of the Arakelian JV: the two "were actually the same company" and Athens Disposal was a mere continuation of, or the result of a merger with, the Arakelian JV. We consider each argument below.

1. The Arakelian JV and Athens Disposal are not the same entity

The County relies on the testimony of Ed Arakelian2 to argue "that [respondent] is in fact the same company as the [Arakelian] JV. Ed Arakelian reiterated numerous times that the Arakelians first began using the name `Athens Disposal' in 1954 — as a result of his brother receiving the Athens GDD contract — that they continue to use that name today, that it is Athens Corp. that held the 1958-1960 Athens Contract, and that this company `became' Athens Disposal." The County concludes that respondent "cannot overcome the disputed material fact that Athens [Disposal] is in fact the same company as the JV, and that therefore, Athens held the 1958-60 Athens Contract."

The use of a name tells us nothing about the ownership structure of the enterprise. Thus Ed Arakelian's testimony that his brother used the name "Athens Disposal" in 1954 is immaterial to our analysis. The Arakelian JV clearly was not "in fact the same company" as Athens Disposal: The Arakelian JV was an unincorporated business association consisting of two brothers as equal partners who hauled trash in the South Bay under contract with the Athens GDD. At the time of the award of that contract, S.V. Disposal, which would change its name to Athens Disposal in four years' time, was a California corporation controlled by its board of directors (Michael Harabedian, Sam Vartanian and Leroy Pulliam) which hauled trash in the San Gabriel Valley. The County's argument that these two business enterprises are "the same" thus lacks merit.

2. Athens Disposal is not a successor to the Arakelian JV

Given that the joint venture and the corporation were different entities, Athens Disposal can be liable for the obligations of the Arakelian brothers only if it can be established that it is a successor-in-interest to the Arakelian JV. We thus examine the evidence to determine if there are any disputed issues of material fact on this issue.

We begin our discussion of successor liability with the observation that proof that Athens Disposal is the successor to the Arakelian JV requires two separate showings: First, that the Alhambra JV was the successor-in-interest to the Arakelian JV, and second, that Athens Disposal (formerly known as S.V. Disposal) succeeded to the interests of the Alhambra JV.3

"[T]he mere fact that a corporation is organized to take over the assets and business of a partnership or sole trader does not render it liable for the latter's debts." (Pringle v. Hunsicker (1957) 154 Cal.App.2d 789, 794.) Rather, successor liability is the exception and not the rule. "The general rule of successor nonliability provides that where a corporation purchases, or otherwise acquires by transfer, the assets of another corporation, the acquiring corporation does not assume the selling corporation's debts and liabilities. (Ray v. Alad Corp. (1977) 19 Cal.3d 22, 28.) This general rule does not apply if `(1) there is an express or implied agreement of assumption, (2) the transaction amounts to a consolidation or merger of the two corporations, (3) the purchasing corporation is a mere continuation of the seller, or (4) the transfer of assets to the purchaser is for the fraudulent purpose of escaping liability for the seller's debts.' (Ibid.)"4 (Fisher v. Allis-Chalmers Corp. Product Liability Trust (2002) 95 Cal.App.4th 1182, 1188.) To establish that it is entitled to summary judgment, Athens Disposal was required to show that the exceptions to the rule of successor nonliability do not apply to it. (Ibid.)

As the trial court found, there is no evidence that the Arakelian JV transferred its assets to the Alhambra JV. Rather, the undisputed evidence is that the Arakelian JV ceased doing business when the purpose for which it was formed — to haul trash under the Athens Contract — was no longer possible. The assets of the joint venture, if indeed the joint venture actually owned the assets,5 then reverted to the individual venturers, the Arakelian brothers. Thus, even if the Alhambra JV used the same assets as the Arakelian JV, it acquired those assets from the Arakelian brothers, who had every right to dispose of them as they saw fit.

Courts have only allowed a corporation to be held liable for the debts of a preceding joint venture or partnership where "such a close identity exists between the partnership and the corporation, that the change in form may be disregarded," or if the transfer of property constitutes fraud. (Universal Pictures Corp. v. Roy Davidge Film Laboratory, Ltd. (1935) 7 Cal.App.2d 366, 370-371.) A close identity between the partnership and the corporation does not exist, and liability will not attach, "[w]here the corporation has been created in part with funds or property contributed by new corporators who had no connection with the previous association" because "the corporation cannot be charged with the debts of the previous voluntary association, composed of a part only of its members." (Pringle v. Hunsicker, supra, 154 Cal.App.2d at p. 795, quoting 18 C.L.S. Corporations § 118 [holding that "the infusion of new blood into the business through investments by outsiders precludes" the consideration of the new corporation as a continuation of the former partnership].)

It is undisputed that the Arakelian JV was formed to bid on and perform the Athens Contract, and that it was extinguished when its purpose had been accomplished, that is, in June 1960 when the Athens Contract expired. When that happened, any assets of the joint venture remaining after creditors had been paid were distributable to the individual partners, Jack and Ed Arakelian. (See Corp. Code, § 16807.) It is also undisputed that the two brothers became participants in a new joint venture which included additional individual and corporate members who provided new capital, operated in a different geographic location and serviced new customers. As Pringle v. Hunsicker, supra, 154 Cal.App.2d 789 makes clear, these undisputed facts establish that the Alhambra JV could not be charged with the liabilities of the Arakelian JV. Consequently, when the Arakelian family bought out the Alhambra JV's other owners, it did not acquire the Arakelian JV's liabilities, because the Alhambra JV had not acquired them.

The County seeks to avoid this conclusion by ignoring the intermediate transaction involving the three separate venturers in the Alhambra JV (the Arakelians, Michael Harabedian and S.V. Disposal) and instead directing our attention to the fact that the Arakelian brothers began their trash hauling business as a partnership, and now conduct essentially the same business, albeit in a different location and with two additional family members, as a corporation. While we agree with the County that the evidence presented on summary judgment would support the conclusion that Athens Disposal is the result of a consolidation or merger with the Alhambra JV, we cannot simply ignore the fact that the Alhambra JV was a new venture separate and distinct from the Arakelian brothers.

In sum, the undisputed evidence establishes that the Arakelian brothers did not continue their joint venture after the expiration of the Athens Contract, but found a new business opportunity in a new geographic location, and started their new enterprise "with funds or property contributed by new corporators who had no connection" with the Arakelian JV. (Pringle v. Hunsicker, supra, 154 Cal.App.2d at p. 795.) This fact precludes a finding of successor liability.

DISPOSITION

The judgment is affirmed.

We concur:

MOSK, J.

KRIEGLER, J.