Weinstock Porter Development v. Teixeira Farms CA2/6

Filed 4/25/16 Weinstock Porter Development v. Teixeira Farms CA2/6 NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for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 This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION SIX

WEINSTOCK PORTER 2d Civil No. B253455 DEVELOPMENT, LLC et al., (Super. Ct. No. 1377486) (Santa Barbara County) Plaintiffs and Appellants,

v.

TEIXEIRA FARMS, INC.,

Defendant and Respondent.

In 2005, Weinstock Porter Development, LLC and 23676-23726 Malibu Road, LLC (collectively, WP) purchased a parcel of land from Teixeira Farms, Inc. (TFI). The land was contaminated from oil produced by the Union Oil Company of California (Unocal), one of TFI’s former oil and mineral lessees. In 2008 WP and TFI agreed that, in exchange for $200,000 and WP’s agreement to purchase “environmental insurance,” WP would release TFI from all claims arising from the 2005 sale. Three years later WP sought rescission of this release, alleging that TFI had concealed or failed to disclose the fact that it had contractually released Unocal from any and all claims TFI and its successors and assigns may have against it. In a detailed and thorough opinion, the trial judge ruled in favor of TFI, finding that a rescission was not justified. WP appeals the trial court’s judgment and subsequent award of contractual attorneys’ fees. We affirm.

FACTS AND PROCEDURAL HISTORY WP purchased vacant land in Santa Maria from TFI with the intent of developing it into townhomes. WP knew that the soil was contaminated from Unocal’s past attempts to produce oil, but WP did not know the full nature and extent of the damage. After the sale, WP discovered additional contamination. It sought compensation from TFI, which agreed to pay $200,000 for remediation and environmental insurance. In exchange, WP gave “a full and complete release from any and all liability, obligation and cost” to TFI “and its successors, assigns, representatives, stockholders, directors, officers, principals, employees, agents, parent and subsidiary organizations, and affiliates, and all other persons and associations, known or unknown” from “all rights, claims, demands, actions, and judgments which [WP] ever had, or now have, or may have against [them] related to the [the property sale and environmental damage]” (TFI Release). As part of the TFI Release, WP waived application of Civil Code section 1542 and “expressly acknowledge[d] that the significance and consequences of this waiver . . . is that if [it] should eventually suffer additional damage . . . , [it] will not be permitted to make any claim against any other party for those damages.”1 WP then sought compensation from Unocal, which refused to negotiate. Unbeknownst to WP, before TFI sold the land it agreed to “release, on behalf of [TFI] and its future assigns, all environmental claims against [Unocal]” (Unocal Release).2 Unocal gave WP a copy of the Unocal Release, asserting that it precluded WP “from making any claims against Unocal.”