NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

COFFEE, J.

Jeju Provincial Development Corporation (JPDC), an orchid supplier, appeals from judgment entered after a court trial in which JPDC was awarded nothing on its complaint against Donna Hyubin Yoon dba ANA Export Company (ANA). ANA was awarded $394,023 against JPDC on a cross-complaint, plus costs and interest.

JPDC contends that the trial court erred when it (1) found that a cashed check operated as an accord and satisfaction of JPDC's claims, (2) determined that there was an exclusive sales agency agreement between JPDC and ANA, and (3) awarded ANA damages that were not specifically requested in ANA's cross-complaint. We affirm.

FACTUAL AND PROCEDURAL BACKGROUND

Beginning in 1996, Donna Yoon operated an export business in California, doing business as ANA. Between 1996 and 2001, ANA had a business relationship with the government of Jeju, South Korea, importing and exporting oranges.

Jeju is an autonomous island province that is known for its phalaenopsis orchids, also called "moth" orchids. In 2003, the Jeju government sought to develop United States markets for its orchids. Jeju purchased a nursery in Somis, California in order to export JeJu's orchid seedlings for cultivation in Somis followed by sale throughout the United States. The Jeju government formed a new entity, American Cheju Trading Co. (ACTC), to manage the Somis nursery. ACTC is the predecessor of appellant JPDC.

In 2003, Jeju invited ANA to act as ACTC's exclusive U.S. orchid distributor. Yoon accepted on behalf of ANA. ANA and ACTC had been doing business under this agreement for about six months when the Jeju government decided to replace ACTC with a new manager, JPDC.

In January 2004, JPDC succeeded ACTC as manager of the Somis nursery. In the months before the transition, ANA, JPDC and ACTC representatives met several times. According to ANA, they orally agreed that ANA would continue to be the exclusive U.S. distributor for the Somis nursery under JPDC management. According to JPDC, it did not agree to an exclusive relationship and proposed that it would be allowed to sell to new customers. In March 2004, JPDC sent a letter to Yoon proposing an open marketing relationship. Yoon did not sign the open marketing proposal and she testified that she did not agree to it. Several witnesses testified on ANA's behalf that JPDC's president and ACTC's branch manager each told Yoon that the exclusive sales relationship would continue.

From January 2004 until August of 2005, ANA purchased orchids from JPDC. Yoon testified that she also shared ANA's proprietary customer information with JPDC and invested in improving the nursery, things she would not have done if the agreement had not been exclusive.

Disputes arose between ANA and JPDC concerning quality, price and credits for returns. According to ANA, JPDC failed to fill some orders and filled other orders with un-saleable orchids, which ANA returned but for which she did not receive credits. According to JPDC, ANA unilaterally modified invoices by reducing the orchid grade (and price) and by designating some orchids as free samples or as no-charge returns. By August of 2005, JPDC was demanding $66,453.50 for unpaid July and August, 2005 invoices while ANA was claiming $33,562 in credits for unfilled orders and un-saleable orchids for the period from January 2004 to March 2005.

On September 1, 2005, Yoon and her daughter met at the nursery with JPDC's new branch manager, Soo Nam Koh,1 and JPDC's bookkeeper to try to resolve their dispute. After the parties reviewed the invoices together, Yoon presented a check to JPDC for $28,198 with a notation in the memo: "zero balance as of 8-31-05." She and her daughter testified that Yoon explained that this check was offered to settle all accounts between them and that this would be the end of their business relationship. According to JPDC's manager and bookeeper, it was only partial satisfaction of the July and August invoices and did not constitute a full and final settlement of JPDC's claims. At trial, JPDC claimed $120,000 in unpaid invoices. JPDC's Branch Manager testified that he did not understand English well, did not notice the "zero balance" notation, and Yoon's Korean was difficult to understand. He and the bookkeeper testified that Yoon did not explain the consequences of depositing the check.

Meanwhile, JPDC began selling orchids to other United States distributors without ANA's consent. Yoon testified that she was aware JPDC was developing a customer in Canada, but did not know about the United States sales. ANA presented expert testimony and invoices demonstrating lost profits for unfilled orders and lost profits resulting from sales to third parties during the contract term.

After a 21-day bench trial, the trial court entered a verdict against JPDC on its complaint, finding that the "zero balance" check was an accord and satisfaction of all JPDC's claims on the orchid invoices. It also awarded ANA $394,023 on the cross-complaint, finding that JPDC breached an exclusive distribution contract with ANA and that ANA suffered $199,146 in losses resulting from unfilled orders and $167,277 in lost profits resulting from JPDC's sales to third parties.

Upon request of the parties, the court issued a tentative statement of decision, heard arguments on written objections, and entered a statement of decision. The court made specific findings on the ultimate factual issues and found that "the testimony of Donna Yoon, Carol Yoon, Scott Hyun, Seong Kim and John Parks is more credible and more worthy of belief than the testimony of witnesses such as Bang Eun Kim and SN Ko." The court wrote that this was a case, "where there is a series of significant controversies in which one side's witnesses and evidence represents the essential truth of what occurred and the other side is distorting the truth by lies and deception."

DISCUSSION

Standard of Review and Doctrine of Implied Findings

On review we must determine whether there is any substantial evidence which will support the judgment, considering all of the evidence in the light most favorable to the prevailing party, giving it the benefit of every reasonable inference, and resolving conflicts in support of the judgment. (Campbell v. Southern Pacific Co. (1978) 22 Cal.3d 51, 60.) We "accept as true all evidence and all reasonable inferences from that evidence tending to establish the correctness of the trial court's findings and decision, resolving every conflict in favor of the judgment." (Grappo v. Coventry Financial Corp. (1991) 235 Cal.App.3d 496, 507.)

JPDC contends that we should disregard the court's credibility findings and review the evidence de novo because the trial court did not address unspecified issues raised by JPDC in its request for statement of decision and objections. We disagree.

Under the doctrine of implied findings, we presume that the trial court made all findings necessary to the judgment. (Franz v. Board of Medical Quality Assurance (1982) 31 Cal.3d 124, 145.) This presumption may be overcome if a statement of decision is requested and the trial court does not issue a statement explaining the factual and legal basis for its decision as to each principal controverted issue. (Code Civ. Proc., §§ 632, 634.) The trial court is not required to address every legal and factual issue identified by the parties or to specify the particular evidence considered in reaching its decision. (Muzquiz v. City of Emeryville (2000) 79 Cal.App.4th 1106, 1124-1125.) All that is required is an explanation of the factual and legal basis for the court's decision regarding the principal controverted issues at trial, with findings on the ultimate facts. (Id. at p. 1125; Hellman v. La Cumbre Golf & Country Club (1992) 6 Cal.App.4th 1224, 1230.) The statement of decision here meets these requirements. Appellant has not demonstrated that the findings on any material issue were so incomplete, ambiguous, or conflicting as to overcome the doctrine of implied findings. (Franz, at p. 145.)

Accord and Satisfaction

JPDC contends that the notation "zero balance" on Yoon's check was insufficient to support the trial court's finding that it operated as an accord and satisfaction of JPDC's claims because, without the words "full" or "final," the notation could not conspicuously indicate that payment was tendered in full satisfaction of the claim as required by the California Uniform Commercial Code section 3311, subdivision (b). We disagree.

Substantial evidence of the surrounding circumstances, consisting of the notation on the check together with the parties' conduct and statements, support the trial court's determination that the check operated as an accord and satisfaction. This action concerns the sale of goods and is therefore governed by Article 2 of the Uniform Commercial Code. (Cal. U. Com Code, §§ 2102, 2105.)2 Section 3311, subdivision (a) provides that a disputed claim is discharged by accord and satisfaction if the person against whom it is asserted (1) in good faith tendered an instrument, such as a check, in full satisfaction of the claim, (2) the amount of the claim was unliquidated or subject to a bona fide dispute, and (3) the claimant obtained payment of the instrument. JPDC concedes that the second and third elements were satisfied, but contends that the first was not satisfied because a check with a "zero balance" notation cannot constitute an instrument tendered "in full satisfaction of the claim."

To satisfy the first element, the instrument or an accompanying writing must contain "a conspicuous statement to the effect that the instrument was tendered as full satisfaction of the claim." (§ 3311, subd. (b).) No particular words are required to constitute a statement that is "to the effect that" the instrument is in full satisfaction. (Ibid.) Whether an accord and satisfaction has been reached is a question of fact to be determined based upon "the intention of the parties as determined from the surrounding circumstances, including the conduct and statements of the parties, and notations on the instrument itself." (In re Marriage of Thompson (1996) 41 Cal.App.4th 1049, 1059.)

Here, substantial evidence of the parties' conduct and statements, as well as the notation on the check, support the trial court's determination that an accord and satisfaction was intended and that the notation was a statement to the effect that the check was tendered in full satisfaction. Yoon presented the check after the parties thoroughly reviewed and discussed their disputed claims. According to JPDC's bookkeeper, the parties concluded that ANA owed JPDC $61,760 for July and August 2005 invoices after deducting credits for that period. Yoon testified that JPDC owed $33,562 in credits for overcharges from January 2004 to March 2005. The difference between these amounts is $28,198, the amount of Yoon's check. The words "zero balance as of 8-31-05" are written prominently, and Yoon testified that she pointed the notation out to Koh, explaining that this would clear the accounts between them and they would no longer do business together. She testified, "we would clear everything as of that day . . . . And I said that we could no longer do business . . . . I said we would clear this as of that date and we would no longer come back to that nursery." Koh and the bookkeeper contradicted Yoon's testimony, but the court found Yoon more credible and the bookkeeper was confronted with his deposition testimony in which he said that the September 1 meeting "was when the account was settled." Although contrary findings could have been made, we are bound by the factual determinations made by the trial court because the evidence is in conflict. (Shamblin v. Brattain (1988) 44 Cal.3d 474, 479.)

JPDC cites no authority for its contention that, as a matter of law, only the words "full" or "final" can constitute "a conspicuous statement to the effect that the instrument was tendered as full satisfaction of the claim" within the meaning of section 3311. The cases upon which JPDC relies do not so hold and were either decided before the 1992 enactment of section 3311 or by lower courts. (Dietl v. Heisler (1961) 188 Cal.App.2d 358, 365-366; Weller v. Stevens (1910) 12 Cal.App. 779, 782; Potter v. Pacific Lumber Co. (1951) 37 Cal.2d 592, 598; Director's Guild of Am. v. Harmony Pictures, Inc. (D. Cal. 1998) 32 F.Supp.2d 1184, 1186-1187; Woolridge v. J.F.L. Electric, Inc. (2002) 96 Cal.App.4th Supp. 52, 55.)

Substantial evidence also supports the trial court's finding that the notation was conspicuous, notwithstanding Koh's testimony that he did not see it. A statement is "conspicuous," within the meaning of section 3311, if "`it is so written that a reasonable person against whom it is to operate ought to have noticed it.' If the claimant can reasonably be expected to examine the check, almost any statement on the check should be noticed and is therefore conspicuous." (Official Comments on U. Com. Code, com. 4, para. 3, 23A pt. 2 West's Ann. Cal.U. Com. Code (2002 ed.) foll. § 3311, p. 386.) The purpose behind section 3311 is to encourage informal dispute resolution by full satisfaction checks. (Id., at com. 3, p. 385.) Koh's testimony that he did not see the notation was contradicted by his conduct. When the meeting concluded, Koh tried to return the check to Yoon by sticking it in the grill of her car. When the check fell, he retrieved it, but he waited a week before directing the bookkeeper to deposit it. He delayed the deposit at a time when JPDC's daily operating funds were short. Koh called a friend for advice before depositing the check to find out "whether or not it would be a problem" to deposit it. This testimony, and the prominence of the notation, support the trial court's finding that "SN Ko's conduct demonstrates that he saw the writing, despite contrary testimony," and that Ko "actually saw the statement on the memo line . . . and recalled being told by C. Yoon that it was the final payment by ANA Export and appreciated that outcome." We will not disturb the trial court's finding of accord and satisfaction because it is supported by substantial evidence.

Exclusive Agreement

JPDC contends that there was no exclusive agreement between JPDC and ANA and that the testimony supporting the trial court's finding of exclusivity is not credible. We reject the contention because substantial evidence supports the trial court's conclusion.

"It is not our task to weigh conflicts and disputes in the evidence; that is the province of the trial court. Our authority begins and ends with a determination of whether, on the entire record, there is any `substantial' evidence, contradicted or uncontradicted, which will support the judgment." (Grappo v. Coventry Financial Corp. (1991) 235 Cal.App.3d 496, 507.)

Substantial evidence supports the trial court's finding that in May 2003 ANA entered into an exclusive agreement with JPDC's predecessor, ACTC, to be the only seller of ACTC's Jeju grown orchids in the United States. The government observer, Hyun, testified that exclusivity was one of four core terms to the agreement. He was present at the 2003 negotiations between ACTC and ANA and wrote a term sheet for the parties. On appeal, JPDC contends that the agreement between ACTC and ANA was not exclusive because there was no written exclusivity term. The term sheet did not expressly provide for exclusivity, but it was not integrated. The undisputed testimony established that the agreement was exclusive, and JPDC conceded at trial that the agreement between ACTC and ANA was exclusive. ACTC's General Manager, Oh, described ANA's contract as "exclusive," as did ANA employee John Park. JPDC Branch Manager Bang Yuen Kim testified that the contract between ACTC and ANA was "an exclusive contract."

Substantial evidence also supports the trial court's finding that, when JPDC took over from ACTC, the parties agreed to continue the exclusive relationship with ANA. JPDC President Suh traveled to California in November of 2003 and met three times with Yoon before the transition. Yoon testified that on each occasion, Suh stated that the exclusive relationship would continue when JPDC took over the nursery. Yoon testified that she orally agreed to this arrangement. Yoon also testified that in December 2003 she met with the incoming JPDC Branch Manager, Bang Yuen Kim, and he told her "that ANA would continue to have [an] exclusive contract, and he and his staff would be simply managers." Yoon testified that in meetings on January 4 and 7, 2005, Bang Yuen Kim said the same thing, and said "same nursery, same orchids, same terms and conditions, there was no need to have a new contract."

Yoon's testimony about the November conversations was corroborated by Hyun's testimony and contemporaneous handwritten notes, by the testimony of ACTC employee Seoung Kyu Kim and the testimony of ANA employee Park each of whom was present for one or more of the conversations. Yoon's testimony about the January meetings was corroborated by Hyun and his notes, Yoon's daughter, and Park, each of whom was present.

Appellant contends that no exclusive agreement could have been formed, even if JPDC offered it, because ANA did not unequivocally communicate acceptance. Section 2206 provides that an offer to make a contract for the sale of goods may be accepted "in any manner and by any medium reasonable in the circumstances," unless the offer unambiguously indicates otherwise. Yoon's testimony that she "showed response" by "working hard" was not the only evidence of acceptance. Hyun and Park both testified that in November 2003 Yoon orally agreed to Suh's statement that the exclusive relationship would continue. Hyun testified that on January 4, "this is what Bang Eun Kim said . . . it's the same nursery, same moth orchids, same condition, so the exclusive rights will continue" for three years, and his notes state that, "exclusivity between the development corporation and ANA was acknowledged, [a]nd it had been mutually agreed that it would be succeeded and continued." Yoon testified that she also conveyed her agreement by purchasing what she believed were all of the saleable orchids produced by the Somis nursery under JPDC's management and by sharing proprietary information with JPDC concerning her customers. Substantial evidence in the record supports an inference that Yoon unequivocally communicated her agreement to continue the exclusive relationship in a manner and medium that were reasonable under the circumstances.

Damages for Unfilled Orders

JPDC contends that ANA was not entitled to damages for unfilled orders because it did not seek them in its cross-complaint or allege that orders were unfilled. JPDC raised the same issue in its request for statement of decision and objections to ANA's proposed statement of decision. We reject the contention because lost profits for unfilled orders under an exclusive sale agency agreement are general damages and need not be pled. (Lewis Jorge Construction Management, Inc. v. Pomona Unified School Dist. (2004) 34 Cal.4th 960, 971-972; Myers v. Stephens (1965) 233 Cal.App.2d 104, 120.) ANA sufficiently alleged its claim for unfilled orders when it alleged that JPDC breached an exclusive sale agency agreement with it by reserving orchids for JPDC's own direct and improper sales resulting in a loss to ANA. Lost profits from unfilled orders were a direct and natural result of the alleged breach. (Myers, at p. 120.)

DISPOSITION

The judgment is affirmed. ANA is entitled to its costs on appeal.

We concur.

GILBERT, P.J.

YEGAN, J.