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CREDIT ONE CORPORATION v. LTM, INC., G044462. (2012)

Court: Court of Appeals of California Number: incaco20120105035 Visitors: 5
Filed: Jan. 05, 2012
Latest Update: Jan. 05, 2012
Summary: NOT TO BE PUBLISHED IN OFFICIAL REPORTS OPINION MOORE, J. Credit One Corporation (Credit One) sued LTM, Inc., and its principals Manal Naoom and Nashat Noom (collectively LTM), for breach of contract and breach of the implied covenant of good faith and fair dealing. After a bench trial, the court found in Credit One's favor and awarded damages of $21,595.70, plus attorney fees and costs. LTM does not dispute the verdict, but argues that the court failed to properly apply set offs from funds h
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NOT TO BE PUBLISHED IN OFFICIAL REPORTS

OPINION

MOORE, J.

Credit One Corporation (Credit One) sued LTM, Inc., and its principals Manal Naoom and Nashat Noom (collectively LTM), for breach of contract and breach of the implied covenant of good faith and fair dealing. After a bench trial, the court found in Credit One's favor and awarded damages of $21,595.70, plus attorney fees and costs. LTM does not dispute the verdict, but argues that the court failed to properly apply set offs from funds held in a reserve account. We conclude that substantial evidence supports the verdict, and therefore affirm.

I

FACTS

We draw the facts primarily from the record on appeal, noting that neither party provided an overview of the relevant facts in their respective briefs. In January 2008, Credit One and LTM entered into a Master Dealer Agreement (the Agreement or MDA). The MDA provided that LTM would sell security agreements and conditional sales contracts arising from the sale of vehicles to Credit One. Among other provisions, LTM was required to buy back the full unpaid balance, and pay certain fees, if the purchaser defaulted on the first installment payment due under their individual contract. The MDA also included an attorney fee and costs provision.

In an Addendum to the MDA, the parties agreed that Credit One may withhold from the net amount of each contract five percent as an unfunded reserve account. The funds in the reserve account were to be accumulated to either $10,000 or 30 percent of the aggregate balance due on all the contracts purchased by Credit One. Another provision in the Addendum required LTM, at Credit One's option, to repurchase any delinquent contract for the payoff balance. Further, the Addendum stated that LTM "understands and agrees that [LTM] has no present proprietary or present possessory interest in the RESERVE ACCOUNT and/or Withhold funds." The Naooms also signed a guaranty agreement under which they were personally responsible for any obligations incurred by LTM.

In October 2008, Credit One filed suit against LTM, alleging breach of contract and breach of the implied covenant of good faith and fair dealing. Specifically, Credit One alleged that it had purchased from LTM three sales contracts for vehicles by individuals named Burgos, Chavez, and Moore. According to the complaint, all three had become delinquent,1 and LTM owed Credit One $5778.65 on the Burgos contract, $7,033.24 on the Chavez contract, and $15,025.80 on the Moore contract. In total, Credit One alleged $27,837.69 in damages, plus attorney fees and other costs.

At trial, testimony was elicited from Credit One's president, Cyrus Bozorgi, about the nature of the reserve account. He stated: "Every time you purchase a contract, we put a percentage of the loan amount, or what we call the amount financed . . . into this reserve pool, and if . . . there's any charges, if the dealer goes out of business, if something happens, we use that reserve to protect us." Although generally the reserve was acquired by withholding an amount from the net paid to a dealer, no reserve amounts were withheld from the Burgos, Chavez or Moore payments to LTM. Entries in accounting ledgers that showed amounts withheld were merely "book entries" that did not result in cashflow to Credit One. Bozorgi also testified that LTM's reserve balance had "gone negative" despite a balance sheet showing that LTM's reserve account had $10,882.38 in June 2008.

At the conclusion of trial, the court issued a lengthy statement of decision finding that LTM had the obligation to repurchase the three contracts at issue. With respect to the reserve account, the court noted: "No evidence was introduced to controvert Credit One's allegation that the reserve account is funded by apportioning a percentage of the amount paid on accounts by purchasers, further it is understood by the language [of the Addendum] that if purchasers do not make payments then nothing is funded to the Reserve Account." The court concluded: "Defendant's argument that Credit One would be unjustly enriched if allowed to collect in accordance with [the Agreement] from LTM because they have already received compensation from the Reserve Account is unfounded and without merit, for even if Credit One were taking funds from the Reserve Account that may include funds from other unrelated purchasers, this movement of funds is unrelated to LTM. Therefore LTM cannot be said to have satisfied its obligations under the [Agreement] or [the Addendum]. In addition, under [the Addendum], it is clear that LTM has no present proprietary or present possessory interest in the `Reserve Account' and/or `Withhold funds'; therefore LTM has no claim against the Reserve or the Withhold accounts."

The trial court found "sufficient conclusive evidence" to support the award of damages to Credit One on each of the disputed contracts. The court awarded Credit One a total of $21,595.70 plus costs and attorney fees.

II

DISCUSSION

"When findings of fact are challenged in a civil appeal, we are bound by the familiar principle that `the power of the appellate court begins and ends with a determination as to whether there is any substantial evidence, contradicted or uncontradicted,' to support the findings below. [Citation.] We view the evidence most favorably to the prevailing party, giving it the benefit of every reasonable inference and resolving all conflicts in its favor. [Citation.] Substantial evidence is evidence of ponderable legal significance, reasonable, credible and of solid value. [Citation.]" (Oregel v. American Isuzu Motors, Inc. (2001) 90 Cal.App.4th 1094, 1100.)

The testimony of a single witness may alone constitute substantial evidence. (In re Marriage of Mix (1975) 14 Cal.3d 604, 614.) We do not reweigh the credibility of witnesses or resolve conflicts in the evidence. (Rufo v. Simpson (2001) 86 Cal.App.4th 573, 622.) Further, this court is bound by implied findings made by the trial court. (Stafford v. Mach (1998) 64 Cal.App.4th 1174, 1182.)

This is not a close case. The entirety of LTM's argument is that Credit One was overcompensated by the damage award because the reserve account funds partially compensated Credit One. The evidence at trial, however, was that no reserves had been withheld when the Burgos, Chavez or Moore contracts were sold to Credit One. Further, Bozorgi's testimony demonstrated that Credit One had not been compensated, and the balance sheet entries were only "book entries" rather than an actual flow of funds. Bozorgi also testified that LTM's reserve balance as a whole had "gone negative."

The trial court found this evidence to be credible, and as we noted above, we do not revisit such determinations on appeal. (Rufo v. Simpson, supra, 86 Cal.App.4th at p. 622.) Moreover, the court noted that no contrary evidence had been introduced by LTM. Under the substantial evidence standard, the evidence was sufficient to uphold the trial court's findings with respect to the reserve account and to affirm the judgment in Credit One's favor.

III

DISPOSITION

The judgment is affirmed. Credit One is entitled to its costs on appeal.

BEDSWORTH, ACTING P. J. and O'LEARY, J., concurs.

FootNotes


1. Credit One alleged the Burgos contract had been assigned to it with "30 payment recourse," under which LTM would be obligated to repurchase the contract if Burgos defaulted during the first 30 payments. The Chavez contract was assigned with "two payment recourse" and the Moore contract with "full recourse," requiring LTM to repurchase the contract if Moore defaulted at any time during the repayment period.
Source:  Leagle

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