Plaintiff Helen Lin (Lin) appeals from a judgment entered on an order sustaining a demurrer without leave to amend in favor of defendant Mireya B. Coronado (Coronado). In her operative first amended complaint, Lin alleges she "pooled" her $150,000 with $100,000 provided by River Forest Financial LLC (River Forest) and Elevation Investments LLC (Elevation) "in partnership for the purchase" of a residential property (the property) at a foreclosure auction for the purchase price of $250,000.
The original version of the trustee's deed for the property specified that River Forest had a 75 percent interest in the property and Elevation had a 25 percent ownership interest, but Lin was named on that version of the deed as a grantee without any stated percentage interest in the property. Lin alleges that the trustee's deed that was executed and recorded omitted Lin's name, which had been included in the unrecorded, original trustee's deed; River Forest subsequently quitclaimed the property to Elevation; and without Lin's knowledge, Elevation then sold the property to Coronado. Lin claims that the alteration of the original deed renders it void, giving a transferee such as Coronado no interest in the property. As a result, Lin, in her cause of action against Coronado, seeks to quiet title to the property.
In affirming, we hold that the alteration of the deed to omit Lin's name was not material because the original version of the deed showed she had no interest in the property. Thus, Coronado, as a purchaser, has title to the property.
Lin filed a first amended complaint against Coronado, Elevation, and Cal-Western Reconveyance Corporation (Cal-Western).
Lin alleges in her first amended complaint as follows: Lin obtained a cashier's check for $150,000 that she "pooled" with $100,000 provided by River Forest and Elevation "in partnership" to purchase the property at a foreclosure auction. A "declaration of trustee's sale confirmed her Purchase Money investment in the Subject Property," and Cal-Western, the trustee for the property, accepted her cashier's check and endorsed it. A trustee's deed prior to recording was sent to Kucherov. That deed provided "Cal-Western Reconveyance Corporation (herein called trustee) does hereby grant and convey, but without covenant or warranty, express or implied to RIVER FOREST FINANCIAL LLC 75%, ELEVATION INVESTMENTS 25% HELEN LIN." The altered trustee's deed that was executed and recorded stated, "CAL-WESTERN RECONVEYANCE CORPORATION (herein called trustee) does hereby grant and convey, but without covenant or warranty, express or implied, to RIVER FOREST FINANCIAL LLC 75%, ELEVATION INVESTMENTS 25% (herein called Grantee)" — thus omitting Lin's name. The trustee's deed was returned to River Forest. Lin did not know about her omission from the trustee's deed. River Forest then, without Lin's knowledge, executed and recorded a quitclaim deed in the property in favor of Elevation. Elevation then sold the property to Coronado. Several years later Cal-Western provided Lin with documents concerning the foreclosure sale. Those documents consisted of a declaration of trustee's sale (which Kucherov signed as a witness) that specified that the highest bid for the property was $250,000, and that the property vested in "River Forest Financial LLC 75%, Elevation Investments 25% Helen Lin."
In the quiet title cause of action against Coronado, Lin alleged that "her name was erased off of the Trustee's Deed" that was then recorded. Lin's allegations in a fraud cause of action against Elevation, Kucherov, and River Forest — not against Coronado — were not incorporated into the quiet title cause of action against Coronado. In that fraud cause of action, Lin alleged that Elevation, Kucherov, and River Forest knew that Lin was a partner in the purchase of the property and caused to be provided to her a "Declaration of Trustee's Sale" at the time of the sale that represented to Lin she was a
Coronado filed a demurrer and motion to strike as to the first amended complaint. Coronado asserted in her demurrer that Lin never had any recorded interest in the property, Coronado was a bona fide purchaser for value, and the claim arising out of an allegedly altered deed was barred by "the statute of limitations." (Civ. Code, § 1207.) Lin responded that Coronado never held legal title to the property because her deed was forged or altered before recording and was therefore void, Lin's interest did not have to be recorded, and Civil Code section 1207 related to notice to subsequent purchasers — not to a prior purchaser such as Lin.
The trial court overruled the demurrer and granted the motion to strike the prayer for attorney fees. Several months later, the trial court on its own motion determined to reconsider its ruling on Coronado's demurrer and requested further briefing on several questions. In one of its questions, the trial court stated, in effect, that it assumed that Coronado was a bona fide purchaser for value. The parties filed further briefs. Lin did not question or argue that Coronado was not a bona fide purchaser for value, but rather argued that the deed was void. After a hearing,
On appeal from a judgment after an order sustaining a demurrer, our standard of review is de novo. We exercise our independent judgment about whether, as a matter of law, the complaint states facts sufficient to state a cause of action. (McCall v. PacifiCare of Cal., Inc. (2001) 25 Cal.4th 412, 415 [106 Cal.Rptr.2d 271, 21 P.3d 1189]; Stearn v. County of San Bernardino (2009) 170 Cal.App.4th 434, 439-440 [88 Cal.Rptr.3d 330].) We view a demurrer as admitting all material facts properly pleaded but not contentions, deductions, or conclusions of fact or law. (Zelig v. County of Los Angeles (2002) 27 Cal.4th 1112, 1126 [119 Cal.Rptr.2d 709, 45 P.3d 1171].) When the demurrer is sustained without leave to amend, we determine whether there is a reasonable possibility that the defect can be cured by amendment. If it can, we reverse on the ground that the trial court abused its discretion. (City of Dinuba v. County of Tulare (2007) 41 Cal.4th 859, 865 [62 Cal.Rptr.3d 614, 161 P.3d 1168]; Blank v. Kirwan (1985) 39 Cal.3d 311, 318 [216 Cal.Rptr. 718, 703 P.2d 58].) If a complaint is insufficient on any ground set forth in the demurrer, we uphold the order sustaining the demurrer even if that ground was not the ground relied upon by the trial court. (Stearn v. County of San Bernardino, supra, 170 Cal.App.4th at p. 440.) If there are sufficient facts pled or that can be inferred reasonably to state a cause of action under any theory, the demurrer must be overruled. (Berkley v. Dowds (2007) 152 Cal.App.4th 518, 525 [61 Cal.Rptr.3d 304].)
On appeal, Lin relies upon an alleged alteration of the original version of the trustee's deed, arguing that the recorded deed is void and therefore could not have provided good title, even to a bona fide purchaser for value. Coronado argues that even if prior to recording Lin's name was removed from the original trustee's deed, which removal appears to have occurred, that original deed showed River Forest and Elevation with a 100 percent interest in the property and no interest for Lin. Thus, River Forest and Elevation had 100 percent of the ownership of the property, and ultimately Elevation had 100 percent ownership of the property, which it sold to Coronado.
Lin argues that the trustee accepted her cashier's check and endorsed it. She contends, in essence, that because the deed was forged or altered before
Lin's claim is that her "partners" took her money, invested it in the property, and failed to make her a co-owner of the property or pay her the proceeds of the sale. According to Coronado, even if there was a breach of an obligation or duty by Lin's partners, Lin never had any title or legal interest in the property.
Lin does not allege that Coronado did not acquire her interest in the property in good faith, for fair value, and with no notice of a prior interest, which factors would make Coronado a bona fide purchaser for value. (See 5 Miller & Starr, Cal. Real Estate (3d ed. 2011) § 11:50, p. 11-170 (rel. 9/2009) (Miller and Starr.) As such, according to Coronado, her legal interest or title that is recorded takes priority over any equitable interest in the property that Lin might have. (Id. at p. 11-173.) Lin argues for the first time on appeal that because she did not allege Coronado was a bona fide purchaser for value, the trial court improperly assumed that Coronado was such a bona fide purchaser for value.
Lin, in the third cause of action for quiet title against Coronado, does not allege precisely who altered the deed — even though in other causes of actions she alleges that Kucherov, Elevation, and River Forest did so. The identity ofthe one altering the deed may be significant. (See, e.g., Osterberg v. Osterberg (1945) 68 Cal.App.2d 254, 261 [156 P.2d 46]; see also 3 Miller & Starr, supra, § 8:53, pp. 8-146 to 8-147; 5 Miller & Starr, supra, § 11:72, p. 11-227 (rel. 9/2009).) One reasonably can infer that the grantor did not alter the deed because attached to Lin's first amended complaint is correspondence provided by the grantor, Cal-Western, which correspondence indicates that Cal-Western transmitted the deed that included Lin's name to Elevation and to the mortgage company for reconveyance, and that Cal-Western apparently did not have or transmit the altered deed.
Lin alleges that her "sole identification of the Subject Property and her reliance of confirmation of her purchase investment was based on the Declaration of Sale." That "declaration" specifies that River Forest was obtaining a 75 percent interest in the property, Elevation was obtaining a 25 percent interest in the property, and Lin was identified with no percentage interest in the property.
As the original deed and the declaration of trustee's sale show, Lin had a no percentage interest in the property. Therefore, leaving her name off the recorded deed to reflect that fact had no legal effect. Thus, the alteration was not sufficiently material to render the deed void.
Lin asserts that the trial court improperly assumed that Coronado was a bona fide purchaser for value. It does appear that the burden is on the purchaser to establish that he, she, or it is a bona fide purchaser for value as against a prior party who claims a legal, as opposed to an equitable, interest in a property. (See 5 Miller & Starr, supra, § 11:51, p. 11-179 (rel. 9/2009); Bell v. Pleasant (1904) 145 Cal. 410, 412-414 [78 P. 957]; First Fidelity Thrift & Loan Assn. v. Alliance Bank (1998) 60 Cal.App.4th 1433, 1442 [71 Cal.Rptr.2d 295]; Hodges v. Lochhead (1963) 217 Cal.App.2d 199, 203-204 [31 Cal.Rptr. 879].)
Lin's alleged entitlement to her share of the proceeds from the sale of the property to Coronado is the subject of her claims against her "partners," who allegedly took her money to invest in the property, but failed to ensure that she had a recordable interest in the property or a legal interest in the proceeds from the sale of the property.
The judgment is affirmed. Coronado is awarded her costs on appeal.
Kriegler, J., and Goodman, J.,