Elawyers Elawyers
Washington| Change

BFK, INC. v. CHINA LUCKY FILM CORPORATION, INC., B223778. (2011)

Court: Court of Appeals of California Number: incaco20110513021 Visitors: 13
Filed: May 13, 2011
Latest Update: May 13, 2011
Summary: NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS KITCHING, J. INTRODUCTION Appellant and judgment creditor BFK, Inc. (BFK) instructed the Orange County Sheriff (OCS) to levy a Prismlab PSD-18B digital printer (the Printer) from judgment debtor China Lucky Film Corporation, Inc. (China Lucky). After the Printer was levied, respondent Prismlab China, Ltd. (Prismlab) filed a third-party claim, wherein Prismlab contended that it was the owner of the Printer. BFK responded by filing a petition in the s
More

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

KITCHING, J.

INTRODUCTION

Appellant and judgment creditor BFK, Inc. (BFK) instructed the Orange County Sheriff (OCS) to levy a Prismlab PSD-18B digital printer (the Printer) from judgment debtor China Lucky Film Corporation, Inc. (China Lucky). After the Printer was levied, respondent Prismlab China, Ltd. (Prismlab) filed a third-party claim, wherein Prismlab contended that it was the owner of the Printer. BFK responded by filing a petition in the superior court challenging the validity of Prismlab's third-party claim. The superior court found that Prismlab owned the Printer, and thus entered judgment against BFK and for Prismlab. For reasons we shall explain, we hold that there is substantial evidence supporting the superior court's finding. We therefore affirm the judgment.

FACTUAL AND PROCEDURAL BACKGROUND

1. The Underlying Judgment

On April 24, 2009, the superior court entered a judgment in the amount of $3 million in favor of BFK and against China Lucky, a Chinese corporation. The judgment was entered after a jury found in BFK's favor on its breach of contract, breach of the implied covenant of good faith and fair dealing, and negligent misrepresentation causes of action, awarding BFK $1 million in damages on each cause of action.1

2. The Levy of the Printer

On February 5, 2010, BFK obtained a writ of execution on the judgment. On February 21, 2010, BFK's president Bob Bakhshi and vice president Farshid Ourian attended the annual PMA International Convention and Trade Show at the Anaheim Convention Center (PMA2010). At PMA2010 they observed a booth occupied by Prismlab and China Lucky with no divider between the exhibitions of the two companies.

Sitting directly in front of the Printer and discussing its features to interested customers was a China Lucky employee named Wei Yu. Bakhshi and Ourian recognized Yu because he had been a prominent witness at the jury trial. In front of Yu were a stack of brochures describing the Printer. At the top left of the front page of the brochure were the words "China Lucky Film Corp." and the China Lucky logo. The word "Prismlab" and the Prismlab logo also appeared on the front page of the brochure. On page 2 of the brochure there is a narrative regarding Prismlab. At the bottom of the page it states that from 2008 to 2010 Prismlab had a "[p]artnership" with China Lucky.

On February 22, 2010, a deputy of the OCS approached the China Lucky booth and served the writ of execution. The OCS took control of the Printer but on BFK's instruction did not immediately remove it from the convention center. Instead, the OCS served as a "keeper" of the Printer in order to give Prismlab the opportunity to show evidence of ownership of the Printer.

3. The Initial Documents Prismlab provided to the OCS and BFK

Prismlab obtained counsel and forwarded a number of documents to the OCS and BFK's counsel that it claimed proved its ownership of the Printer. We shall discuss five of the most significant of the documents.

The first is a commercial invoice dated September 28, 2009, from Shanghai Foreign Trade Enterprises Co., Ltd. (Shanghai FTE), a company based in Shanghai, China, to AMT Corp. (AMT), a company located at 189 Gentry Street, Pomona, California. The invoice refers to a transaction involving one PSD-18B machine for the amount of $5,882. The contact person for AMT is listed as Barney Wu. BFK contends that the alleged transaction between Shanghai FTE and AMT is highly suspicious. AMT's address is the same address as the regional office of China Lucky and Wu was a "senior consultant" for China Lucky during the underlying litigation. Although Wu was at the convention center standing in the China Lucky booth, there was no mention of AMT in the booth.

The second document is a commercial invoice dated January 6, 2010, from Shanghai FTE to AMT, attention Barney Wu. The invoice refers to one PSD-18B machine and a unit price of 40,000 Renminbi (RMB), the Chinese currency. It also refers to certain bank information that BFK contends relates to a wire transfer.

The third document is a "packing list" from Shanghai FTE to AMT. This document refers to one PSD-18B machine, and states its weight and volume. Like the commercial invoices, the packing list does not contain any reference to "Prismlab."

The fourth document is a Department of Homeland Security, U.S. Customs and Border Protection (Homeland Security) form dated January 29, 2010. The document states that one "Phototypeset & Composing" machine was imported for $5,882, upon which certain customs fees were imposed. AMT is listed as the "Ultimate Consignee" and "Importer"; Shanghai FTE is referred to as "Seller"; and Prismlab is referred to as the "Manufacturer" or "Supplier."

Finally, the fifth document is a combined transport bill of lading. This document provides information regarding a shipment from Shanghai FTE to AMT. No mention of Prismlab is found on the document.

These five documents ostensibly memorialize the sale of one Prismlab PSD-18B printer by Shanghai FTE to AMT for $5,882, or 40,000 RMB. Although the documents were provided by Prismlab, they do not show that Prismlab was the owner of the Printer.

4. Prismlab's Third-Party Claim and Supporting Documents

On March 5, 2010, Prismlab filed a third-party claim regarding the Printer. In this claim Prismlab's Managing Director, Kiki Huang, stated under oath that the Printer was owned by Prismlab.

Huang further stated in his sworn declaration that the Printer was never owned by Shanghai FTE or AMT. He described Shanghai FTE and AMT's involvement with the Printer in the following way: "In preparation for the PMA2010, arrangements were made to ship the printer from China to AMT Corp. in California for the purpose of displaying the printer at the PMA show. The printer was entrusted to Shanghai Foreign Trade Enterprise Co. Ltd. for ocean shipping. In order to bring the printer into the United States for the trade exhibition, the transport had to take the form of an export, which required a nominal and procedural `sale' to AMT Corp. This `sale' was in form only and was purely procedural. The $6000 invoice price was merely the assigned price tag for bringing the printer to the United States for exhibition. Clearly, the value of a brand-new PSD-18B is not reflected by this invoice price."

Huang stated that the "fair market value" of the Printer was $70,000. He also stated that Prismlab "has NO ownership connection, parent, subsidiary, sister, or otherwise with China Lucky . . . ."

Huang attached numerous documents to his declaration. We shall discuss the two most significant documents.

The principal document upon which Prismlab relies is a purported contract dated December 15, 2009, between Prismlab and AMT (the Agreement). The Agreement states in material part: "1. Prismlab authorizes AMT . . . to handle all works regarding [the Printer] for PMA Show 2010 such as clear customs, send the machine to PMA show . . . and send it back to China once the show ends according to A.T.A. Carnet. [¶] 2. This machine is for PMA show only and can not [sic] be sold to anyone and any company. [¶] 3. It is Prismlab [sic] responsibility to pay all the charges such as ocean fright [sic] from Shanghai to Los Angeles, Los Angeles to Shanghai and local trucking, etc. [¶] 4. Prismlab agrees to pay AMT Corp. $500 for whole procedure."

Huang also attached a letter dated December 17, 2009, from PMA, the organizer of PMA2010, to Prismlab. In the letter PMA invited Prismlab to participate in the trade show.

5. BFK's Petition

On March 19, 2010, BFK filed a petition for a hearing on Prismlab's third-party claim. BFK argued, inter alia, that Prismlab sold the Printer and attempted to hide China Lucky's identity as the true owner; that Prismlab had no standing to assert ownership of the Printer; and that under the doctrines of estoppel and unclean hands, Prismlab was prohibited from asserting ownership of the Printer in light of its statements to Homeland Security. BFK also asserted objections to evidence filed by Prismlab in support of its third-party claim.

On April 14, 2010, the superior court held a hearing on BFK's petition. At the hearing the court stated that Prismlab's third-party claim was "valid based on the documents submitted." The court further stated: "As far as [BFK's] arguments about how [Prismlab] brought [the Printer] into the country, that's not under this court's jurisdiction." The court overruled all of BFK's evidentiary objections. On the same day, the court issued a minute order whereby it ordered the Printer to be released to Prismlab.

On April 23, 2010, the superior court issued a judgment in Prismlab's favor and against BFK. BFK filed a timely appeal.

CONTENTIONS

BFK's main argument is that the superior court erroneously found that Prismlab owned the Printer. The Printer, BFK argues, was owned by AMT or China Lucky. As a result, BFK contends, Prismlab does not have standing to assert a third-party claim. In addition, BFK contends that the superior court admitted improper evidence in support of Prismlab's third-party claim. Finally, BFK argues that Prismlab is equitably estopped and barred by the doctrine of unclean hands from asserting ownership of the Printer.

DISCUSSION

1. Statutory Basis for Third-Party Claim and BFK's Petition

When judgment creditors seek to enforce judgments against judgment debtors, sometimes third parties become involved in the litigation. Third-party claims and related procedures are governed by Code of Civil Procedure section 720.010 et seq.2

A third person claiming ownership of personal property may make a third-party claim on the property if it has been levied upon under a writ of execution. (§ 720.110.) The claim is filed with the levying officer. (§ 720.120.) It must be under oath and must contain certain information, including a description of the property. (§ 720.130.)

Not later than 15 days after the third-party claim is filed with the levying officer, either the judgment creditor or the third person may petition the court for a hearing to determine the validity of the third-party claim and the proper disposition of the property that is the subject of the claim. (§ 720.310, subd. (a).) "At a hearing on a third-party claim, the third person has the burden of proof." (§ 720.360.) At the conclusion of the hearing, the court shall give judgment determining the validity of the third-party claim and may order the disposition of the property or its proceeds. (§ 720.390.) This judgment is appealable. (§ 720.420.)

In this case, the parties and the superior court followed the statutory framework for adjudicating third-party claims. After BFK caused the Printer to be levied upon, Prismlab filed a third-party claim pursuant to the statutory requirements. BFK then filed a petition, which the superior court adjudicated in Prismlab's favor.

2. Standard of Review

It is BFK's burden to show that the trial court committed reversible error. "`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.'" (Denham v. Superior Court (1970) 2 Cal.3d 557, 564 (Denham).)

Whether Prismlab, China Lucky or some other entity owned the Printer is an issue of fact. The superior court, acting as the trier of fact, determined that Prismlab was the owner. We must affirm the superior court's finding that Prismlab was the owner of the Printer so long as it is supported by substantial evidence. (Alderson v. Alderson (1986) 180 Cal.App.3d 450, 466.)

BFK argues that we should review the trial court's finding that Prismlab owned the Printer de novo and not under the substantial evidence standard, because the judgment "was based on erroneous legal ruling(s)." In support of its position, BFK cites Kemp Bros. Construction, Inc. v. Titan Electric Corp. (2007) 146 Cal.App.4th 1474, 1477-1478 (Kemp) and Estate of Larson (1980) 106 Cal.App.3d 560, 567. These cases, however, are distinguishable. In Kemp, the trial court declined to perform its factfinding function because it erroneously assumed that one of the parties was collaterally estopped from raising a claim. (Kemp, at pp. 1477-1477.) Likewise, in Estate of Larson, the record indicated that the trial court had misapprehended the legal standards governing a particular factual finding. (Estate of Larson, at pp. 567-568.) Here, by contrast, there is nothing in the record indicating the trial court misapprehended the correct legal standards or that the court declined to perform its factfinding function. The substantial evidence standard of review thus applies. " `When a trial court's factual determination is attacked on the ground that there is no substantial evidence to sustain it, the power of an appellate court begins and ends with the determination as to whether, on the entire record, there is substantial evidence, contradicted or uncontradicted, which will support the determination, and when two or more inferences can reasonably be deduced from the facts, a reviewing court is without power to substitute its deductions for those of the trial court. If such substantial evidence be found, it is of no consequence that the trial court believing other evidence, or drawing other reasonable inferences, might have reached a contrary conclusion.'" (Jameson v. Five Feet Restaurant, Inc. (2003) 107 Cal.App.4th 138, 143 (Jameson).)

With respect to BFK's evidentiary objections, we review the superior court's rulings for abuse of discretion. (City of Ripon v. Sweetin (2002) 100 Cal.App.4th 887, 900.) Even assuming the superior court abused its discretion by erroneously admitting evidence, we cannot reverse the judgment unless the error resulted in a miscarriage of justice. (Evid. Code, § 353, subd. (b).) "In civil cases, a miscarriage of justice should be declared only when the reviewing court, after an examination of the entire cause, including the evidence, is of the opinion that it is reasonably probable that a result more favorable to the appealing party would have been reached in the absence of the error." (O'Hearn v. Hillcrest Gym & Fitness Center, Inc. (2004) 115 Cal.App.4th 491, 500.)

"Although equitable estoppel is generally a question of fact, it is a question of law when the facts are undisputed and only one reasonable conclusion can be drawn from them." (Mt. Holyoke Homes, LP v. California Coastal Com. (2008) 167 Cal.App.4th 830, 840.) In other words, when the parties do not dispute the facts but only their legal effect, we review the trial court's refusal to apply the doctrine of equitable estoppel de novo. (Metalclad Corp. v. Ventana Environmental Organizational Partnership (2003) 109 Cal.App.4th 1705, 1716.) Here, the parties do not dispute the contents of the form submitted to Homeland Security; they only dispute the legal effect of the document. We thus review BFK's equitable estoppel argument de novo.

Finally, neither party cited authority regarding the standard of review of an unclean hands defense. "Because we hold that the unclean hands doctrine is legally inapplicable, we do not have to decide the standard of review of an unclean hands determination if the doctrine could be applied." (Brown v. Grimes (2011) 192 Cal.App.4th 265, 275.)

3. There is Substantial Evidence Supporting the Superior Court's finding that Prismlab Owned the Printer

Prismlab's managing director, Koki Huang, stated in a sworn declaration that Prismlab was the owner of the Printer. He also explained in his declaration that Shanghai FTE and AMT only had temporary custody of the Printer for purposes of exhibition at a trade show, and that the Printer was to be returned to Prismlab in China. Huang's statements are supported by the written Agreement between Prismlab and AMT. Further, the declarations of BFK's executives and a letter from the organizer of the trade show indicate that Prismlab was at a trade show for the purpose of selling its products and that the Printer was levied upon at that show. This evidence constitutes substantial evidence to support the superior court's finding that Prismlab owned the Printer.

BFK devotes much of its briefs discussing contradictory evidence. It claims AMT owned the Printer or that China Lucky had some sort of ownership interest in the Printer. We agree that a reasonable trier of fact could have reached a different conclusion than the trial court. But that is irrelevant to our analysis. So too is the contradictory evidence BFK relies upon. As we explained ante, our review begins and ends with a determination of whether substantial evidence, even if contradicted, supports the superior court's finding that Prismlab owned the Printer. (Jameson, supra, 107 Cal.App.4th at p. 143.) Because we hold that substantial evidence supports the superior court's finding, we must affirm the judgment.3

4. No Miscarriage of Justice resulted From the Superior Court's Alleged Erroneous Admission of Evidence

BFK argues that certain documents relied upon by Prismlab were inadmissible. It objected to an alleged carnet from the China Chamber of International Commerce and documents allegedly showing the entrustment of the Printer to Shanghai FTE on the grounds that (1) the documents were written in Chinese and no translation was provided pursuant to Evidence Code section 753; (2) the documents were not authenticated; (3) the documents violated the hearsay rule; and (4) the carnet documents were an improper matter for judicial notice. BFK also objected to a proposed settlement agreement on the ground that it was an offer to compromise within the meaning of Evidence Code section 1152. None of these documents are critical to our analysis. Accordingly, even if BFK's objections were meritorious, there was no miscarriage of justice. The alleged erroneous admission of the documents therefore cannot be a basis to reverse the judgment. (Evid. Code, § 353, subd. (b).)

5. The Judgment Cannot Be Overturned Based on BFK's Estoppel and Unclean Hands Arguments

BFK claims that the judgment must be reversed because as a matter of law Prismlab's third-party claim is barred under the doctrines of equitable estoppel and unclean hands. In particular, BFK argues that Prismlab is estopped from denying the facts it stated in documents submitted to Homeland Security, namely that the Printer was sold by Shanghai FTE to AMT for $5,882. Likewise, BFK contends that in light of Prismlab's alleged false statements to Homeland Security, it is barred from asserting a third-party claim under the doctrine of unclean hands. We reject these arguments.

a. Equitable Estoppel " `The doctrine of equitable estoppel is founded on concepts of equity and fair dealing. It provides that a person may not deny the existence of a state of facts if he intentionally led another to believe a particular circumstance to be true and to rely upon such belief to his detriment. The elements of the doctrine are that (1) the party to be estopped must be apprised of the facts; (2) he must intend that his conduct shall be acted upon, or must so act that the party asserting the estoppel has a right to believe it was so intended; (3) the other party must be ignorant of the true state of facts; and (4) he [the other party] must rely upon the conduct to his injury. [Citation.]'" (Dakota Payphone, LLC v. Alcaraz (2011) 192 Cal.App.4th 493, 502, quoting Strong v. County of Santa Cruz (1975) 15 Cal.3d 720, 725, italics added.)

Here, Prismlab allegedly provided misinformation regarding the Printer to Homeland Security. There is no evidence, however, that this misinformation was provided to BFK or that BFK relied upon it. BFK thus cannot claim that Prismlab is equitably estopped from claiming ownership of the Printer in its third-party claim.

b. Unclean Hands

"The misconduct that brings the unclean hands doctrine into play must relate directly to the cause at issue. Past improper conduct or prior misconduct that only indirectly affects the problem before the court does not suffice. . . . The misconduct must `"`prejudicially affect . . . the rights of the person against whom the relief is sought so that it would be inequitable to grant such relief.'"'" (Kendall-Jackson Winery, Ltd. v. Superior Court (1999) 76 Cal.App.4th 970, 979.)

Here, the doctrine does not apply because Prismlab's alleged inequitable conduct did not sufficiently relate to its third-party claim against BFK. BFK was in no way prejudiced by any alleged misinformation Prismlab gave to Homeland Security. Accordingly, Prismlab's claim was not barred by the doctrine of unclean hands.

DISPOSITION

The judgment is affirmed. In the interests of justice, the parties shall bear their own costs.

We concur:

KLEIN, P. J.

CROSKEY, J.

FootNotes


1. BFK and China Lucky appealed the judgment. On July 28, 2010, in an unpublished opinion, we modified the judgment so that the amount of the judgment in BFK's favor was $2 million, plus $38,005.89 in costs. As modified, the judgment was affirmed.
2. Except as otherwise indicated, all future statutory references are to the Code of Civil Procedure.
3. BFK's claim that Prismlab and China Lucky are "partners" does not necessarily contradict Prismlab's claim that it owned the Printer. Prismlab, however, denied any affiliation with China Lucky. Although the trial court did not expressly rule on the matter, we must presume that it rejected BFK's claim that Prismlab and China Lucky are partners. (Denham, supra, 2 Cal.3d at p. 564.) On appeal, we cannot second guess that implied factual finding.
Source:  Leagle

Can't find what you're looking for?

Post a free question on our public forum.
Ask a Question
Search for lawyers by practice areas.
Find a Lawyer