Yanyan Zhang v. Li Zhang, et al.

duration with that express warranty, and in no event shorter than thirty days or longer than three months following the sale. (Civ. Code, Sec. 1795.5, subd. (c).) Neither period assists GM, because the nonconformity Plaintiff identifies appeared seven days after the sale. Merchantable goods "[p]ass without objection in the trade under the contract description" and "[a]re fit for the ordinary purposes for which such goods are used." (Civ. Code, Sec. 1791.1, subd. (a).) The warranty does not "impose a general requirement that goods precisely fulfill the expectation of the buyer.

Instead, it provides for a minimum level of quality." (American Suzuki Motor Corp. v. Superior Court (1995) 37 Cal.App.4th 1291, 1296.) GM's showing is that Guzman drove the Subject Vehicle for sixteen months and more than 22,000 miles (Wynsma Decl., P. 3, Ex. B), and that Plaintiff sold it on October 22, 2024 (Wynsma Decl., P. 6, Ex. E). Here, seven days after the sale, the dealership verified that the trailer brakes on this pickup were inoperative at times because of an internal module failure. (Wynsma Decl., P. 10, Ex.

I.) The defect concerned the truck's capacity to tow safely. Whether a pickup whose trailer brakes fail intermittently within a week of sale passes without objection in the trade, or is fit for the ordinary purposes a pickup serves, is a question the trier of fact must answer on all the circumstances. Accordingly, the Motion for Summary Adjudication of the fourth cause of action is denied. VIII. Leave to Amend GM asks the Court to bar Plaintiff from amending her pleading a third time. (Mot., pp. 8:22 - 9:8.)

Plaintiff has filed no motion for leave to amend, and this ruling leaves the SAC as the operative pleading. The request is denied. GM does not dispute that Plaintiff may prosecute her late husband's survival claims as his successor in interest. (Reply, p. 6:19-20.) CONCLUSION The Motion for Summary Judgment, or in the alternative, Summary Adjudication, is denied.

NATURE OF PROCEEDINGS: Hearing on Motion to Bifurcate The Motion for Bifurcation of Trial and Sequencing of Discovery is denied. BACKGROUND Plaintiff Yanyan Zhang (Plaintiff) filed this action against her sister Li Zhang, also known as Lily Zhang (Lily), Superior Jali Int'l Inc., Beijing Jiali Kangyuan International Trade Co., Ltd., and Brilliant Holdings, LLC (Defendants). Plaintiff alleges that the members of the Zhang family agreed to own and operate a family business (the Family Business) jointly through the three entity Defendants, and that Lily has since denied her any share of it.

The causes of action are: (1) Breach of Written Contract; (2) Breach of Oral Contract; (3) Breach of the Implied Covenant of Good Faith and Fair Dealing; (4) Promissory Estoppel; (5) Accounting; and (6) Declaratory Relief. Lily filed a Motion for Bifurcation of Trial and Sequencing of Discovery. Plaintiff filed an Opposition. LEGAL STANDARD Code of Civil Procedure section 1048, subdivision (b), provides: "The court, in furtherance of convenience or to avoid prejudice, or when separate trials will be conducive to expedition and economy, may order a separate trial

of any cause of action, including a cause of action asserted in a cross-complaint, or of any separate issue or of any number of causes of action or issues, preserving the right of trial by jury required by the Constitution or a statute of this state or of the United States." Code of Civil Procedure section 598 permits the Court, "when the convenience of witnesses, the ends of justice, or the economy and efficiency of handling the litigation would be promoted thereby, on motion of a party, after notice and hearing," to order "that the trial of any issue or any part thereof shall precede the trial of any other issue or any part thereof in the case." (Code Civ.

Proc., Sec. 598.) Evidence Code section 320 provides: "Except as otherwise provided by law, the court in its discretion shall regulate the order of proof." Section 1048, subdivision (b), and Evidence Code section 320 together give a trial court broad discretion over the order in which issues are tried. (Grappo v. Coventry Financial Corp. (1991) 235 Cal.App.3d 496, 504 (Grappo) An order granting or refusing separate trials is disturbed only for a manifest abuse of that discretion. (Finley v. Superior Court (2000) 80 Cal.App.4th 1152, 1163 (Finley).)

Code of Civil Procedure section 2019.020, subdivision (a), permits the methods of discovery to be used in any sequence. Subdivision (b) qualifies that rule: "Notwithstanding subdivision (a), on motion and for good cause shown, the court may establish the sequence and timing of discovery for the convenience of parties and witnesses and in the interests of justice." ANALYSIS I. Statutory Authority Plaintiff argues that neither bifurcation statute authorizes the order Lily seeks. (Opp., pp. 5:6-18, 6:7-15.)

On her reading, Code of Civil Procedure section 598 does not permit the separate trial of a single issue, and section 1048 permits it only on grounds absent here. An order exceeding either statute, she argues, would exceed the Court's jurisdiction. (Opp., pp. 5:9-10, 6:5-6.) The jurisdictional premise fails. Plaintiff relies on Cook v. Superior Court (1971) 19 Cal.App.3d 832, where the trial court, in a legal malpractice action, ordered the client's underlying medical malpractice claims tried to verdict before the attorney negligence issues.

The Court of Appeal issued a peremptory writ of prohibition, holding that "[t]he statute does not authorize the court to order the trial of a part of the issue of liability and a part of the issue of damages before the trial of another part of the issue of liability." (Id. at p. 834.) Cook construed a former version of section 598. That version empowered a trial court to order only "that the trial of the issue of liability shall precede the trial of any other issue in the case, except for special defenses which may be tried first pursuant to Section 597." (Cohn v.

Bugas (1974) 42 Cal.App.3d 381, 385, fn. 2 (Cohen).) Section 598 no longer reads that way. It now authorizes an order "that the trial of any issue or any part thereof shall precede the trial of any other issue or any part thereof in the case." (Code Civ. Proc., Sec. 598; Stats. 1979, ch. 216, Sec. 3, ch. 349, Sec. 1.) In any event, Cohn read Cook narrowly. It treated the result there as proper because "under the particular circumstances of that case the trial court may have abused its discretion in ordering bifurcation over the objection of one of the parties." (Cohn, supra, 42 Cal.App.3d

at p. 389, fn. 7.) It described the further conclusion "that there was not otherwise 'jurisdiction' in the sense of power to hear the case in the absence of objection" as "of equally questionable nature." (Ibid.) What Plaintiff frames as a limit on power is a limit on discretion. Code of Civil Procedure section 598 is not the only source of the authority. Code of Civil Procedure section 1048, subdivision (b), authorizes a separate trial "of any separate issue," and "the trial court's discretion to regulate the order of proof (Evid.

Code, Sec. 320) affords sufficient authority to order the separate trial of an affirmative defense." (Finley, supra, 80 Cal.App.4th at p. 1162.) Grappo applied those two provisions to a disputed antecedent fact. The trial court there tried first whether the appellant held any interest in the disputed real property, deferring whether a deed of trust should be subordinated to or invalidated by that interest. The Court of Appeal found no abuse of discretion, observing that the decision to bifurcate rested on "the obvious futility of inquiring into the issue of whether appellant had been improperly divested of an interest in the property before determining whether or not appellant actually had any interest of which he could be divested." (Grappo, supra, 235 Cal.App.3d at p. 503.)

The Court has the authority to try an antecedent issue first. Code of Civil Procedure section 1048, subdivision (b), states the considerations that govern its exercise and the Court considers them below. II. Expedition and Economy Lily argues that the existence of the alleged Family Business Agreement is predicate to every cause of action, so that a determination against its existence disposes of the action. (Mot., p. 7:4-11.) A first phase resolved that way, she argues, would spare the parties the valuation of multiple business entities, the tracing of revenues and profits across more than two decades, and expert accounting proof. (Mot., p. 8:12-17.)

Plaintiff describes the Motion as a request to try the contract causes of action first and the promissory estoppel, declaratory relief, and accounting claims second, and argues that no authority permits bifurcation by theory of recovery. (Opp., p. 3:18-25.) Lily answers that she seeks the trial of one issue before any cause of action is tried. (Reply, p. 3:13-17.) The Notice of Motion asks the Court to try "the existence and enforceability of the alleged 'Family Business Written Agreement' and 'Family Business Verbal Agreement'" before trial of any other issues, "including Plaintiff's claims for breach of contract/implied covenant, promissory estoppel, accounting, and declaratory relief." (Notice of Motion, p. 2:1-5.)

The relief sought is the trial of one issue, and Plaintiff's objection to a division by theory of recovery is directed at something the Motion does not ask for. A. Dispositive Effect The economy Lily offers is the economy of disposition, and whether the first phase would deliver it depends on the ground of decision. Plaintiff argues that her promissory estoppel and declaratory relief claims rest on equitable principles and do not depend on any contract. (Opp., pp. 1:9-16, 12:7-20.) The promissory estoppel claim alone raises the difficulty.

The purpose of the doctrine "is to make a promise binding, under certain circumstances, without consideration in the usual sense of something bargained for and given in exchange." (Youngman v. Nevada Irrigation Dist. (1969) 70

Cal.2d 240, 249.) A promissory estoppel claim "is based on equitable principles, not on a contract." (Douglas E. Barnhart, Inc. v. CMC Fabricators, Inc. (2012) 211 Cal.App.4th 230, 244 (Barnhart).) The trial court in Barnhart found that the parties "never entered into a contract" and awarded damages on a promissory estoppel theory all the same. (Id. at p. 235.) Lily argues that the promissory estoppel claim "fails for lack of an enforceable promise." (Mot., p. 8:8-9.) The effect of a determination against the alleged agreement is not fixed in advance.

An agreement that failed for want of consideration would leave the fourth cause of action standing. A finding that the promise was never made, or that Plaintiff's reliance was bargained for, would defeat that claim along with the contract claims. Lily's declaration denies that any family agreement existed. (Lily Zhang Decl., P. 5.) The Complaint pleads contributions made "in exchange for the joint and mutual ownership of the Family Business," and then pleads the same contributions as detrimental reliance. (Complaint, P.P. 18-19, 26, 38, 41.).

Therefore, the dispositive effect of the first phase depends on the ground of decision. Lily relies principally on Grappo and on Regents of University of California v. Sheily (2004) 122 Cal.App.4th 824, 833 (Sheily). Grappo affirmed a discretionary order, finding no abuse of discretion on a record in which, "[a]s appellant himself conceded on the record, the proof of any of his causes of action required the initial threshold determination that he had an interest ... in the property." (Grappo, supra, 235 Cal.App.3d at p. 504.)

That one trial court acted within its discretion on such a record does not establish that the same order is warranted on this one. The separate trial Sheily approved was of entitlement to compensation for lost goodwill in an eminent domain action, where the statute divides the question between two triers of fact: "Under the statute, goodwill compensation is dependent on a finding of entitlement, an issue to be decided by the court. If entitlement is found, there is a right to have the jury determine the amount of compensation." (Sheily, supra, 122 Cal.App.4th 824, 833.)

A division the Legislature has drawn says nothing about a trial court's discretion to divide an ordinary civil claim. Lily also invokes the principle, quoted in Estate of Young from a treatise, that "time spent in trying the issue of damages is wasted if the verdict or finding is against liability." (Estate of Young (2008) 160 Cal.App.4th 62, 90; Mot., p. 8:18-24.) That principle assumes a first phase whose outcome ends the case, and this record does not support the assumption. B. The Proposed Phase The Court cannot find that separate trials would be conducive to expedition and economy without some measure of the initial phase proposed, and the record contains none.

Nothing before the Court estimates the length of a formation trial, identifies the witnesses that trial would require, or describes the order of proof within it. What the record does contain indicates the phase would not be brief. Lily dates the formation events to 2001, with further joint decisions in 2005 and 2011. (Reply, p. 6:16-17; Complaint, P.P. 8-15.) Plaintiff describes contributions beginning in 2000. (Yanyan Zhang Decl., P.P. 5-9.) The witnesses she identifies include the parties, their parents, the attorney who prepared the initial corporate records, and the accountant who prepared the tax returns. (Opp., pp. 12:22 - 13:2.)

Lily adds

that "a number of witnesses referred to are located in China, with no process for obtaining their testimony." (Reply, p. 7:9-10.) An issue whose witnesses cannot be compelled to testify is not the self-contained question the Motion describes. The Motion does not address their unavailability. The threshold phase would also try a contested question of who owned Beijing Jiali and when. Plaintiff declares that her mother has been its chief executive officer and 100 percent shareholder since 2005. (Yanyan Zhang Decl., P. 11.)

Lily declares that she acquired the company in 2012 and held all of its shares until approximately September 2025. (Lily Zhang Decl., P. 3.) The company is organized under the laws of the People's Republic of China. (Complaint, P. 4.) Proving the ownership of a foreign company across two decades takes time the Motion does not estimate. Here, the proof overlaps at the founding. Plaintiff identifies records of capital contributions, shareholder accounts, distributions, loans, and salaries among the Zhang family members as the proof that the family treated the business as jointly owned. (Opp., pp. 3:5-8, 9:19 - 10:3; Yanyan Zhang Decl., P.P. 3, 14.)

Lily agrees in part, allowing that evidence of initial capital contributions and early business transactions may bear on formation and should remain available in the first phase. (Reply, p. 8:4-6.) That concession is confined to the founding era and does not extend to the 25 years of revenues, valuations, and personal assets she would defer. It does establish that both phases would draw on the same books and the same custodians. The Motion does not account for that overlap. Lily adds that "the parties waiver of a jury is further conducive to trial phases." (Reply, p. 7:23.)

The Complaint demands a jury, and the Court set the matter for jury trial. (Complaint, p. 1; Minute Order, November 24, 2025.) Jury trial remains set for March 15, 2027, and no waiver appears in the record. Lily closes with a public policy heading, urging that the bifurcation statutes reflect a legislative preference for avoiding wasted proceedings and premature disclosure of confidential financial information. (Mot., pp. 11:19 - 12:12.) That restates the economy and prejudice grounds and adds nothing the statute does not already supply.

C. Convenience On convenience, which section 1048, subdivision (b), and section 598 both make a ground, the Motion identifies no witness for whom two proceedings would be easier than one. The Court concludes that separate trials would not further convenience and would not be conducive to expedition and economy. III. Prejudice Lily argues that phased proceedings protect her from the disclosure of confidential business and personal financial information before Plaintiff has established any right to it. (Mot., p. 10:3-5.)

Plaintiff suffers no prejudice in return, she argues, because Plaintiff bears the burden on formation and deferral is not denial. (Mot., p. 11:3-13.) Plaintiff propounded her second set of special interrogatories subject to a Stipulation and Protective Order re Confidentiality the Court entered on November 6, 2025. (Lily Zhang Decl., Ex. C, p. 2.) Plaintiff contends that bifurcation is not a substitute for a protective order or for the Discovery Act's procedures for resolving disputes over relevance, burden, and privacy. (Opp., p. 2:3-5.)

Plaintiff further argues that Lily's premise is circular,

because the order would deny her the financial records by which she would establish the ownership Lily assumes she lacks. (Opp., p. 2:12-18.) Without discovery into the value and operation of the business, she argues, she can neither evaluate nor prepare her case. (Opp., p. 7:1-6.) Lily's answer that sequencing defers discovery without denying it does not meet the objection, because the stay as worded would cover the founding-era financial evidence Lily agrees belongs in the first phase. (Notice of Motion, p. 2:6-9; Reply, p. 8:4-6.)

An order that withholds proof of the issue to be tried denies that proof to the party who bears the burden on that issue. Weighing the two, the confidentiality interest Lily asserts is already governed by the protective order the Court entered. The particular requests she identifies can be met by an order directed to them. (Code Civ. Proc., Sec.Sec. 2030.090, 2031.060.) Plaintiff would lose evidence bearing on the issue the first phase would decide. Separate trials are not needed to avoid prejudice.

IV. Discovery Sequencing Finally, Lily argues that discovery should be limited initially to the formation of the alleged agreement, with discovery on damages, profits, and asset valuation deferred until the threshold issue is resolved. (Mot., p. 9:4-8.) The Court may establish the sequence and timing of discovery on motion and for good cause shown. (Code Civ. Proc., Sec. 2019.020, subd. (b).) Good cause is not shown on this record. The order sought would stay every request touching "damages, profits, asset valuation, and other relief-related issues." (Notice of Motion, p. 2:6-9.)

The discovery requests do not neatly sort along that line. A substantial block of the document requests goes to ownership and governance, seeking bylaws, shareholder agreements, board and shareholder minutes, and a Shareholding Entrustment Agreement, along with documents keyed paragraph by paragraph to the Complaint's founding allegations. (Lily Zhang Decl., Ex. A, Nos. 1-9, 49, 81-83, 154-161.) Others seek what the businesses earned and where the money went, the funding source of individual parcels, and Lily's personal deposit accounts. (Lily Zhang Decl., Ex.

A, Nos. 11-16, 152-153, Ex. B, Nos. 5-32, Ex. C, Nos. 33-34.) A third group is the evidence of initial capital contributions and early business transactions that Lily allows may bear on formation, and a stay drawn by subject matter would cover it. (Reply, p. 8:4-6.) Union Mutual, on which Lily relies, describes a narrower order. The Court of Appeal there rejected the insurer's effort to defer class discovery as a whole, holding that "the national class action issue is being raised prematurely, and further discovery pertaining to that matter should be allowed," and that certification questions "should not be litigated in the context of a discovery order." (Union Mut.

Life Ins. Co. v. Superior Court (1978) 80 Cal.App.3d 1, 12.) It deferred four identified interrogatories and directed the insurer to respond in the interim with the approximate number of individuals in the described class, their general geographical location, and an estimate of the average amount deducted from their benefits. (Id. at pp. 14-15.) That order named the requests it deferred and the burden they imposed, and it left the remaining discovery available while the preliminary questions were decided.

Lily proposes no order of that kind. Lily's showing does not establish good cause for the order she proposes. Her declaration identifies the burdensome requests by exhibit and by number,

which shows a burden that is concrete and measurable. A stay drawn by subject matter would defer evidence she agrees belongs in the phase she asks the Court to try first. Accordingly, the Motion for Bifurcation of Trial and Sequencing of Discovery is denied. CONCLUSION The Motion for Bifurcation of Trial and Sequencing of Discovery is denied. | Home -->)" -->