California Court of Appeal Jul 11, 2014 No. D064135Unpublished
Filed 6/10/14 Curtin v. Keenan CA4/1 Received for posting 7/11/14 NOT TO BE PUBLISHED IN OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.
COURT OF APPEAL, FOURTH APPELLATE DISTRICT
DIVISION ONE
STATE OF CALIFORNIA
THOMAS L. CURTIN, D064135
Plaintiff, Cross-defendant and Respondent,
BETTY M. RULE, as Administrator, etc., (Super. Ct. No. 37-2010-00060162- CU-BC-NC) Plaintiff and Respondent,
v.
JAMES W. KEENAN et al.,
Defendants, Cross-complainants and Appellants.
APPEAL from a judgment of the Superior Court of San Diego County,
Timothy M. Casserly, Judge. Reversed with directions.
McKenna, Long & Aldridge, Charles A. Bird and Aaron T. Winn for Defendants,
Cross-complainants and Appellants.
Testa & Associates, James A. Testa and Deborah A. Ries for Plaintiff, Cross-
defendant and Respondent Thomas L. Curtin.
Douglas L. Applegate and Dean E. Daggett for Plaintiff and Respondent Betty
Rule.
Plaintiff, cross-defendant and respondent Dr. Thomas L. Curtin (Curtin), and
plaintiff and respondent Betty Rule, as administrator of the estate of her deceased son,
Paul Rule (Rule or Estate; sometimes together Respondents) brought this action for
dissolution of a verbal partnership agreement and for related relief, against defendants,
Keenan argues that even though the contentious history of the partnership, its
verbal arrangements and changes, and its partners' related real property transactions were
heavily litigated in both of those related actions, among the various parties and others,
triable material issues remain here regarding the title and ownership status of the real
property. He argues he is entitled to pursue further litigation of both the SAC and his
quiet title cross-action, to attempt to show no ownership of the real property by the
partnership, and that instead the deeds showing a tenancy in common should control.
As will be described, this record shows that each of the orders in Keenan's
bankruptcy case (affecting Curtin) and in the Rule probate action (sometimes together,
the "related rulings") made certain findings about the existence of an oral partnership
agreement between Keenan, Curtin and/or Paul Rule, for the management and operation
of partnership business upon the real property, and about the percentage ownership
interest of each partner in the partnership and its proceeds. However, with respect to the
3
current quiet title theories pursued by the parties, the related rulings did not expressly,
impliedly or finally determine the percentage ownership interest of each party in the
underlying real property asset that was operated by the partnership.
On de novo review, we determine that all of the essential elements of collateral
estoppel (e.g., identity of parties and issues, with finality) cannot now be identified as
barring the entirety of the current litigation. (Vandenburg v. Superior Court (1999) 21
Cal.4th 815, 828-829 (Vandenburg).) Despite many similarities in the issues raised and
resolved among the various cases, these collateral estoppel rulings were not justified as a
matter of law. We reverse the summary judgment on the cross-complaint and the
judgments on the pleadings, with directions to deny the motions and allow for further
appropriate proceedings.
I
BACKGROUND AND ROLES OF PARTIES
In the 1980's to 1990's, Keenan ran a real estate management company, Data
Property Services, and Paul Rule was his longtime employee and friend. Keenan's
business employed accountant Ken Cunningham for business and tax purposes. Thomas
Perlowski acted as accountant for Curtin. It was not until 1996 that Keenan filed for
bankruptcy and a Chapter 11 trustee of his bankruptcy estate was appointed. The
bankruptcy litigation included testimony from those parties, and continued until its
closure in 2010.
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A. Curtin and Keenan Invest in Real Property
Before 1984, Curtin was a partner with other persons in a partnership that owned
the subject real property. In 1984, Curtin and Keenan decided to conduct business
together. Through an arrangement in which Curtain provided collateral to Keenan,
Keenan (and later Paul Rule as an additional partner) bought out all of Curtin's partners in
the existing partnership. They executed deeds transferring an 82.014 percent interest in
the real property to Keenan and 17.986 percent to Curtin. A subsequent deed transferred
a 76.014 percent interest in the real property to Keenan, 6 percent to Paul Rule and
17.986 percent to Curtin, and stated that all those interests were to be held as tenants in
common.1
Thus, when Keenan and Paul Rule purchased their interests in the real property,
they financed the transaction with a note and trust deed back to the sellers (Curtin's
previous partners). Curtin already owned his own interest in the real property. The SAC
alleges that this financial arrangement was effectively a loan by Curtin of his existing
collateral to the other partners to secure the note. This situation became unwieldy from
accounting, tax and legal perspectives, and eventually the partners decided to readjust
their percentage interests.
1 Under Civil Code section 685, "[a]n interest in common is one owned by several persons, not in joint ownership or partnership." (Italics added.) Under Civil Code section 686, "[e]very interest created in favor of several persons in their own right is an interest in common, unless acquired by them in partnership, for partnership purposes, or unless declared in its creation to be a joint interest, as provided in Section 683, or unless acquired as community property." 5
When Curtin and his wife dissolved their marriage, their 1992 property settlement
agreement transferred one-half of his interest in the real property to his ex-wife. Keenan
subsequently purchased Curtin's ex-wife's interest. In 1992, record title to the real
property reflected that Curtin owned 8.993 percent, Keenan owned 85.007 percent and
Paul Rule owned 6 percent of the real property. In 1993, Paul Rule died. Keenan
continued to manage all partnership affairs.
According to the SAC, the current parties orally agreed that effective January 1,
1995, they realigned their interests in the partnership as follows: Keenan held 55 percent,
Curtin held 37.328 percent and Rule, 7.672 percent. However, they did not record any
new trust deeds to reflect any such change in record title to the property. According to
the SAC, one of Keenan's bankruptcy declarations and letters from his accountant
Cunningham, this arrangement was intended to correct an imbalance in interest expense
allocation among the partners, due to the partnership financing arrangement they had
made earlier. The SAC seeks an order to implement the partners' oral agreement that
they should hold record title to the Loma Alta Property in trust for the partnership,
according to their true and revised percentage interests.
In 1995, a former business partner of Keenan in an unrelated matter, Dorothy
Satten, obtained a large judgment against him, which was upheld on appeal. As his major
creditor, she began vigorous collection efforts.
B. Keenan's Bankruptcy Proceedings
In January 1996, Keenan filed for personal bankruptcy reorganization under
Chapter 11. He listed Satten, Curtin and Rule among the many creditors of his
6
bankruptcy estate. For several years beginning in 1996, the bankruptcy trustee (Ross
Pyle, represented by attorney Jeffrey Isaacs) litigated several adversary actions he filed to
determine the respective interests of various parties in several partnerships that were
operating various real properties, including this one, that were managed by Keenan.
The bankruptcy trustee hired an accountant to go over Keenan's 800 to 900 boxes
of business documents, which had been seized due to the trustee's concerns about
maintaining their integrity.
In the adversary proceedings, Curtin contended he had an oral partnership
agreement with Keenan for operation of the subject real property, and he was entitled to a
partnership interest in the proceeds from the property that was larger than the recorded
title amount, (8.993 percent) and that instead he held the orally arranged amount (37.328
percent). Without taking a position on the merits of the dispute, the trustee for Keenan's
bankruptcy estate placed excess cash proceeds from the operation of the real property
into a blocked account, representing the difference between those two percentage figures.
When the amount became very large over a number of years, the trustee entered into an
"interim distribution agreement" (IDA) with Curtin, to allocate a portion of the blocked
proceeds for distribution to Curtin, according to his understanding of the shares agreed to
in the oral partnership agreement. Notably, the IDA recites that "Curtin's interest in the
partnership is established at 37.328% for purposes of this agreement only." (Italics
added.)
Keenan opposed the implementation of that IDA, and the matter went to a five-day
evidentiary hearing before the bankruptcy judge, Peter Bowie. Declarations were filed
7
and testimony was taken from Keenan and Curtin, as well as Keenan's accountant
Cunningham and others.
In its related ruling, the bankruptcy court resolved that evidentiary showing by
characterizing the issue before it as resolving, at the request of the trustee, the extent of
Curtin's interest in the putative partnership, which was disputed by Keenan. First, the
court observed that the deeds showed a relatively small interest for Curtin, and that
Keenan was contending there was only a tenancy in common in the real property.
Accordingly, for Curtin to show entitlement to a larger partnership interest, he would
have to make an additional showing of the creation of a valid California general
partnership on other, different terms (i.e., a greater percentage interest for Curtin). The
court ruled: "Based on the record adduced at the evidentiary hearing, the Court finds and
concludes that for purposes of resolving the present motion Dr. Curtin has established by
a preponderance of the evidence that a general partnership does exist between Mr.
Keenan and Dr. Curtin in the operation of the [general partnership and] Loma Alta
Industrial Park. [¶] Even if Dr. Curtin had failed to establish a general partnership with
Mr. Keenan, the next question would be whether Mr. Keenan should be permitted to deny
the partnership's existence at this late date after consistently asserting that it does exist."
(Italics added.)
The court stated that the record in its proceedings was "replete" with Keenan's
assertions that a partnership with Curtin had been established, and they were enforceable,
so that Keenan should not be able to argue the real property that was being operated did
not become part of his bankruptcy estate. Keenan's assertions amounted to judicial
8
admissions of the fact that there was a general partnership and that Curtin was a partner.
"It also appears that judicial estoppel may apply in these circumstances. [Citations.] Mr.
Keenan has consistently asserted for years that Loma Alta is a partnership and that Dr.
Curtin is one of the partners. He kept his major creditor at bay for some years by those
assertions, and has fomented expensive and lengthy litigation by the estate over those
assertions. His current position that Dr. Curtin is not a partner in Loma Alta is clearly
contrary to Mr. Keenan's earlier sworn statements, as well as other statements. His
assertions over the years the bankruptcy case has been pending have consistently risked
inconsistent results. And, it is clear that allowing Mr. Keenan to so diametrically oppose
his earlier position is unfair to Dr. Curtin, and to the trustee, both of whom have
proceeded in reliance on Mr. Keenan's prior statements."
In its related ruling, the bankruptcy court concluded that Keenan had transferred a
portion of his community partnership interest to Curtin, quite apart from any real property
transfer or change in the deeds, which never occurred. There was persuasive evidence in
the record from Keenan's accountant, Cunningham, showing the terms of the realignment
of the partnership interest, effective January 1, 1995. Accordingly, the court ruled that
Curtin's interest in that general partnership was 37.328 percent. The order released the
designated percentage of proceeds from the operation of the real property from the
blocked account, according to the terms of the IDA. The court concluded that for
purposes of the present motion for interim distribution, both Curtin and the trustee had
preserved their respective rights and positions, and a sound business purpose for the
payment had been established.
9
Keenan appealed the related ruling to the district court but was unsuccessful. In
2010, the Keenan bankruptcy was closed and the adversary actions were dismissed. Due
to other pending litigation, the subject real property was placed in a state court
receivership.
C. Creation of Rule Estate; Keenan as Administrator
After Paul Rule died in 1993, his family agreed that Keenan should be appointed
as the independent administrator for the Rule Estate. Keenan was eventually removed as
such by the probate court. In May 2005, Keenan filed an amended final account and
petition for settlement and allowance of fees. (Prob. Code, §§ 10952, 1061, subd. (a)(1).)
Objections were filed by the Estate's successor administrator. The matter went to a bench
trial in 2008 on limited issues, as identified by the parties in their joint trial statement, on
whether Keenan had breached his fiduciary duties to the Estate. Ultimately, the probate
court's September 16, 2010 order (the related ruling) surcharged Keenan over $1.9
million for his breaches of care and fiduciary duty that took place while he was acting as
administrator. The court found that Paul Rule was not indebted to Keenan for the
acquisition of the subject real property, among others, and that Keenan's amended
account should be disapproved with respect to its treatment of the percentage ownership
interests of the Rule Estate in real property.
In this related ruling, which resolved the fiduciary duty issues, the probate court
set forth its resolution of the disputed ownership interests with respect to the properties as
identified in the estate inventory and appraisements. Specifically regarding this real
10
property, the court determined that Rule held a 7.672 percent interest, as tenant in
common with Keenan et al.
Keenan appealed the related probate ruling imposing the surcharges and partially
approving the amended account. In our prior opinion, we affirmed, concluding that the
record strongly supported the orders surcharging Keenan and accepting, with restrictions
that corrected the percentage interests, his amended account: "Substantial evidence
supports the court's determinations that as the Rule Estate administrator, Keenan
breached his fiduciary duties, did not act with due care, and caused losses to that Estate
for which he should be surcharged."
In the current appeal, we granted Rule's request for judicial notice of the filed
opinion in that matter, but denied a related request for judicial notice of certain
documents from that appellate record. (Evid. Code, § 452, subd. (d).)
D. Filing of Current Action
The current action was filed in September 2010, and Keenan responded with his
quiet title cross-complaint. After Rule was added as a plaintiff and the pleadings were
amended, Curtin brought a motion for summary judgment on all allegations of Keenan's
cross-complaint. Curtin provided judicially noticeable materials regarding the related
bankruptcy court ruling in support of his affirmative defense of collateral estoppel, as
barring Keenan from relitigating Curtin's percentage ownership interest in the
partnership, as well as his ownership in the real property. Keenan filed opposition. The
court granted Curtin's motion for summary judgment.
11
Later, at the argument on Keenan's motions for reconsideration and a new trial,
Curtin's counsel characterized the title documents as showing the legal interests in the
property, but contended the related ruling had established the existence of the
partnership's equitable or beneficial interest in the property, in a greater amount,
according to the intent of the parties. Keenan's motions were denied.
Curtin and Rule filed joint motions for judgment on the pleadings on the SAC, for
their remaining theories of constructive trust, reformation of deed, quiet title, injunctive
relief, and dissolution of partnership and related accounting and liquidation of assets.
They asserted their claims were meritorious as matters of law, because Keenan should be
collaterally estopped from relitigating the issues related to the existence of the
partnership, or its ownership of the real property as agreed in 1994-1995, or the agreed-
upon percentage interests of the partners. Keenan filed opposition. At the argument on
the motion, counsel for Curtin argued that his right to the property depends upon the
existence of the partnership, and the partners had intended that title should be conformed
to the interests in the partnership, so that it would be unjust for Keenan to be able to
retain the greater percentage of recorded title.
On collateral estoppel grounds, the court granted the motions for judgment on the
pleadings on each theory of the SAC, to be specifically enforced upon application to the
court. Keenan appeals the judgment in all aspects, including its disposition of his cross-
complaint.
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II
APPLICABLE LEGAL PRINCIPLES
The parties agree that the applicability of collateral estoppel principles to this
established record presents issues of law reviewed de novo. (Lucido v. Superior Court
(1990) 51 Cal.3d 335, 341 (Lucido); Smith v. ExxonMobil (2007) 153 Cal.App.4th 1407,
1414-1415.) Collateral estoppel is often referred to as "issue preclusion." (Roos v. Red
(2005) 130 Cal.App.4th 870, 879.) It is to be distinguished from the other aspect of the
concept of res judicata, claims preclusion. (Lucido, supra at p. 341, fn. 3.)
"Collateral estoppel applies when (1) the party against whom the plea is raised was
a party or was in privity with a party in the prior adjudication, (2) there was a final
judgment on the merits in the prior action and (3) the issue necessarily decided in the
prior adjudication is identical to the one that is sought to be relitigated." (Roos v. Red,
supra, 130 Cal.App.4th 870, 879.) The latter criteria, identity of issues, also requires that
"the issue must have been actually litigated in the former proceeding," as well as
"[T]he public policies underlying collateral estoppels--preservation of the integrity
of the judicial system, promotion of judicial economy, and protection of litigants from
harassment by vexatious litigation--strongly influence whether its application in a
particular circumstance would be fair to the parties and constitute sound judicial policy."
(Lucido, supra, 51 Cal.3d at p. 343.)
As a threshold matter, it is clear that Curtin and Rule, under the portion of the
collateral estoppel test requiring party identity or privity with a party, could properly
assert against Keenan the findings in the related rulings. The more difficult questions
arise from the requirement of identity of issues.
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III
CURTIN: IDENTITY OF ISSUES REQUIREMENT NOT MET
A. Scope of Bankruptcy Court Order
Essentially the same collateral estoppel questions are presented with regard to the
effect of the related bankruptcy ruling upon Curtin's rights as asserted in his SAC, and as
to Keenan's asserted defenses to the SAC, and also as to his cross-complaint. Our task is
to determine whether "identical factual allegations" are placed in issue in the current
pleadings, as opposed to those resolved by the related ruling. (Hernandez, supra, 46
Cal.4th at pp. 511-512.)
In the trustee's declaration filed at the time of the IDA motion, he stated: "Since
the commencement of the Partnership Adversary Proceeding . . . the Trustee has not
found or been presented with evidence inconsistent with the contention that Curtin's
interest in the Partnership and the Property is 37.3280%."2 The bankruptcy court
considered other evidence as well, and its order expressly circumscribed the issues before
it in several ways. The court said it was adjudicating the extent of Curtin's interest in the
"putative" partnership, "for purposes of resolving the present motion," in which the
trustee sought to enforce the IDA for release of some proceeds, measured by the amount
of Curtin's claimed interest in the oral partnership agreement. Next, the court noted that
there had been no change in the real property deeds, so Curtin would have to prove other
aspects of the partnership agreement had been addressed. Further, the court found that
2 This trustee's declaration also discussed an issue not involved here under Title 11 United States Code section 547, dealing with avoidable preferences in bankruptcy. 15
Curtin had shown that Keenan had effectively transferred a portion of his community
partnership interest to Curtin, which was distinct from any real property transfers.
Based on that evidence, the bankruptcy court concluded that a valid California
general partnership had been created and that Curtin's interest in it was 37.328 percent.
Its related ruling found only that for purposes of the present motion for interim
distribution, both Curtin and the trustee had preserved their respective rights and
positions, and a sound business purpose for the payment had been established.
In the rulings currently on appeal, the trial court found that the related bankruptcy
court ruling had collateral estoppel effect with regard to Curtin's ownership of not only a
37.328 percent interest in the orally created partnership, but also his ownership of that
percentage of the real property utilized by the partnership.
B. Contentions on Current Pleadings
Keenan draws a distinction between the ownership interests of the partners in the
partnership business (operating the property), as opposed to the record title ownership of
the partners of the subject real property. In his view, triable issues remain in support of
his contention that Curtin is entitled to no more than his 8.993 percent record title
ownership in the subject real property, as a tenant in common with the other named
titleholders. Keenan points out that a tenancy in common interest in property is
statutorily different from a partnership's holding of property as an owner. (Civ. Code,
§§ 685, 686.)
The Civil Code defines ownership by tenancy in common as inconsistent with
ownership by a partnership. "A tenancy in common, which is a cotenancy without the
16
right of survivorship, exists where several persons own property not as joint tenants or
partners. [Citation.] An interest created in favor of several persons is presumed to be a
tenancy in common, unless it was acquired in partnership for partnership purposes or as
community property, or expressly declared to be in joint tenancy." (12 Witkin, Summary
of Cal. Law (10th ed. 2005) Real Property, § 39, p. 90; italics omitted.)
Keenan cites to the Uniform Partnership Act of 1994, Corporations Code section
16204, subdivision (d), stating, "Property acquired in the name of one or more of the
partners, without an indication in the instrument transferring title to the property of the
person's capacity as a partner or of the existence of a partnership and without use of
partnership assets, is presumed to be separate property, even if used for partnership
purposes." Here, the deeds are silent on that transfer issue.
In response to such arguments, Curtin asserts that under the verbal partnership
agreement, Keenan cannot rely on the deeds as written, because the SAC pleads that a
constructive trust and reformation of the deeds is required, and quieting title, to
accurately reflect the terms of the parties' verbal partnership agreement, under a mutual
mistake theory in failing to vest title in the partnership or the partners specifically on
behalf of the partnership. Curtin thus claims that by operation of law, the property held
by any of the partners is held in trust for the partnership. He mainly relies on Swarthout
v. Gentry (1943) 62 Cal.App.2d 68, 78 (Swarthout), in which the court stated: "It is well
settled in California that a partnership may be formed by parol even though its sole
purpose is to deal in real estate. If a partnership is formed and real property is dedicated
to partnership use and is used by the partnership for its sole benefit, the fact that title was
17
acquired by one or more of the partners with their private funds or was owned by them as
tenants in common prior to the formation of the partnership will not necessarily defeat the
claim of the partnership to ownership of the property in the absence of an express
agreement that it should remain property of those in whose names title stood. Under such
circumstances the owners of the legal title hold the property in trust for the partnership."
(See also 48 Cal.Jur.3d (2012) Partnership, § 64, p. 519 ["A partner who, in purchasing
real property for the firm, takes title in that partner's own name acts as agent and trustee
for the other partners, who are beneficiaries of the trust. The trust is a constructive and
not a resulting trust."].)
In Swarthout, supra, 62 Cal.App.2d 68, the court further noted, "Nor does the
statute of frauds prevent proof of the existence of a trust in favor of the partnership where
title stands in the names of the partners or in that of a third person. In Bates v. Babcock
(1892) 95 Cal. 479, it was held that under such circumstances the statute of frauds could
not be invoked to commit a fraud on the partnership by depriving it of property belonging
to it." (Swarthout, supra, at p. 79.)
In Bates v. Babcock, supra, 95 Cal. 479, a partnership agreement provided for
operation of a business on property, and the evidence showed the land was necessary to
carry on the business. The court concluded that property rights in the land were an
incident to the agreement: "The partnership being established by evidence upon which a
partnership may be found, the premises necessary for the purposes of that partnership are
by operation of law held for the purposes of that partnership." (Id. at p. 489.) The
partnership could assert a resulting trust in its favor, by operation of law, upon ownership
18
of the land. Parol evidence could be presented to prove that the partnership agreement to
operate the business concerned the land, in a manner that allowed the partnership to
assert an interest in the land (a portion of the assets of the partnership), by operation of
law, as an incident to such partnership. (Ibid.)
C. Rules Regarding Partnership Property; Effect of Judicial Admissions
A partnership may exist without owning any assets. "It is not necessary, to
constitute a partnership, that there be property jointly owned by the partners forming its
capital. The partners may, where so agreed, contribute only the use of property owned by
them separately or as tenants in common." (48 Cal.Jur.3d, supra, Partnership § 35, pp.
473-474, fn. omitted.)
However, when a partnership acts to acquire real property, the land is property of
the partnership and not of the partners individually. (Corp. Code, § 16203; 9 Witkin,
Summary of Cal. Law, supra, Partnership, § 27, p. 602.) A partner uses or possesses
partnership property only on behalf of the partnership. (Ibid.; Corp. Code, § 16401,
subd. (g).)
"Although property is purchased by partners in their individual names and with
their individual funds, the conduct of the parties may show that the property was
purchased and used for the partnership as partnership property and that the contribution
that each partner made to the funds used to acquire the property was a subscription of
additional capital to the partnership." (48 Cal.Jur.3d, supra, Partnership, § 44, p. 488, fn.
Under this complicated set of circumstances, we cannot find that the related ruling
has established, solely by operation of law, that the real property held by the partners
individually is held in trust for the partnership, so that pursuant to the SAC, the deeds
must be reformed, or a constructive trust imposed, or title quieted, as Curtin requests.
(See Swarthout, supra, 62 Cal.App.2d 68.) Rather, the narrow issue identified and
23
resolved by the bankruptcy court did not arise out of the " 'identical factual allegations' "
made in the current pleadings. (Hernandez, supra, 46 Cal.4th 501, 511-512; Lucido,
supra, 51 Cal.3d at p. 342.) Moreover, any implied findings made by the bankruptcy
court are not certain enough to be given collateral estoppel effect to resolve disputes
about partnership assets that go beyond the IDA issues addressed in bankruptcy court.
(People v. Garcia, supra, 39 Cal.4th at p. 1092 [conc. & dis. opn., J. Chin].)
It makes no difference that Keenan unsuccessfully appealed the bankruptcy court
order to the federal district court, or that the adversary action involving Curtin was
eventually dismissed when Keenan's bankruptcy case was closed in 2010.3 We need not
discuss any collateral estoppel issues regarding finality of this bankruptcy court related
ruling, since only a narrow scope of issues was resolved in it, within the much larger
topic of identifying and allocating the partnership's assets. (Lucido, supra, 51 Cal.3d
335, 341.)
IV
ESTATE OF RULE: NO IDENTITY OF ISSUES
A. Scope of Probate Court Ruling
Keenan first argues that Rule's joinder in Curtin's appellate brief does not help
Rule to support the validity of the trial court's collateral estoppel finding, because the
issues that were previously before the bankruptcy court (regarding Curtin) were different
3 It is unnecessary to address Keenan's contentions that he was unable to prepare adequate opposition to the IDA motion, in light of the trustee's seizure of his business documents during the bankruptcy matter. 24
from those in the related Rule ruling. Keenan next contends the probate court was neither
asked nor required to adjudicate ownership to the underlying real property. He then
contradicts himself by citing to the probate court's finding as conclusively establishing
that the real property was held by all partners as tenants in common.
A fair reading of the probate court's related ruling leads us to conclude that its
express and implied findings were necessarily confined to the major issues identified
during the 2008 trial, on the successor administrator's objections to Keenan's amended
account. The parties' joint trial statement limited those issues to whether (a) Keenan
breached his fiduciary duty and should be surcharged, based on the stipulated judgment
against the Estate entered in favor of his own bankruptcy estate; and/or (b) Keenan had
breached his duties in regard to the bankruptcy trustee's disallowance of a balance due on
a note that Keenan owed to the Estate (i.e., whether Keenan acted to protect Rule's
interests by opposing such a debt forgiveness in his own favor).4 Numerous witnesses
testified and numerous exhibits were received in evidence. Our prior opinion affirming
that ruling was confined to that record.
B. Comparison of Probate Court Order to SAC
The probate court proceeding was not a vehicle for litigating quiet title issues
between Keenan and the Estate. Rather, the probate court accepted the documentation
presented to it in the inventory and appraisement, and at that time, the information given
the court was that the Estate had certain real property interests, as they were reflected in
4 In the probate matter, there was also a tax return and liability issue, but it was not pursued on appeal. 25
the deeds. The probate court did not have any oral partnership issues before it, nor did it
resolve any civil claims. Instead, our prior opinion took note that there were ongoing
quiet title proceedings elsewhere concerning the same real property (these proceedings),
but they did not affect the probate issues presented to us in that appeal.
The related ruling in probate court established only that Keenan had committed
various breaches of his fiduciary duties to the Estate, in their business dealings. For
collateral estoppel purposes in this appeal, Rule has not demonstrated that his SAC
theories, that the tenancy in common deeds do not reflect the true intent of the partners
and a constructive trust and reformation of deeds should be ordered, were actually
brought before the probate court or resolved, as part of the Estate's claims against
Keenan's administration of it. (Hernandez, supra, 46 Cal.4th at pp. 511-512.)
In conclusion, there are not enough "identical factual allegations" at stake in Rule's
SAC, regarding any partnership ownership interests in the real property, to justify any
conclusion that any such partnership ownership interests were already actually litigated
and resolved. (Lucido, supra, 51 Cal.3d at p. 342.) Our analysis is confined to the
collateral estoppel doctrine and we can express no opinion on the merits of the issues of
the respective ownership claims under any express or implied agreements, judicial
estoppel or admissions, or constructive trust principles.
DISPOSITION
The judgment is reversed and the trial court is directed to enter different orders
denying the motion for summary judgment on the cross-complaint, and denying the
26
motion for judgment on the pleadings on the SAC, and to allow further proceedings on
the merits. Each party shall bear its own costs on appeal.
HUFFMAN, Acting P. J.
WE CONCUR:
HALLER, J.
McDONALD, J.
27
AI Brief
AI-generated · verify before citing
Holding. The trial court erred in applying collateral estoppel to grant judgment on the pleadings and summary judgment, as the prior bankruptcy and probate rulings did not necessarily determine the parties' percentage ownership interests in the underlying real property.
Issues
Whether the bankruptcy court's prior order regarding partnership interest percentages collaterally estops the parties from litigating ownership of the underlying real property.
Whether the probate court's prior order regarding fiduciary breaches and estate accounting collaterally estops the parties from litigating title to the real property.
Whether triable issues of material fact remain regarding the ownership status of the real property versus the partnership business.
Disposition. reversed
Quotations verified verbatim against the opinion
“On de novo review, we determine that all of the essential elements of collateral estoppel (e.g., identity of parties and issues, with finality) cannot now be identified as barring the entirety of the current litigation.”
“the related rulings did not expressly, impliedly or finally determine the percentage ownership interest of each party in the underlying real property asset that was operated by the partnership.”
“We reverse the summary judgment on the cross-complaint and the judgments on the pleadings, with directions to deny the motions and allow for further appropriate proceedings.”