(Blickman).) Conversely, it is a discretionary trial court decision on the amount of
attorney fees and costs to be awarded. (See Carver v. Chevron U.S.A., Inc. (2002) 97
Cal.App.4th 132, 142; see also Blickman, at p. 894 [noting a "request for an award of
attorney fees is largely entrusted to the discretion of the trial court, whose ruling 'will not
be overturned in the absence of a manifest abuse of discretion, a prejudicial error of law,
or necessary findings not supported by substantial evidence. [Citations.]' [Citation.]")
17
Here, the record shows defendants themselves recognized in connection with their
summary judgment/adjudication motion that their October 16 settlement offer went to the
" 'determination of the legal basis' " for (see Blickman, supra, 162 Cal.App.4th at
p. 894)—or the entitlement to—an award of attorney fees, as it presented what they then
contended was a pure question of law. The record further shows the issue of entitlement
was unambiguously resolved in the Settlement when the parties agreed that Medina was
the prevailing party on all causes of action and that defendants would not dispute his
entitlement to an award, as opposed to the amount, of attorney fees and costs. For this
additional reason, we reject defendants' contention that the Settlement left open the issue
of whether the October 16 settlement offer barred Medina's right to recover attorney fees,
costs and prejudgment interest.
Finally, we note it would have made little sense for the parties to enter into the
Settlement and not resolve what was and, at least according to defendants only, remains,
the overarching issue in the case—the legal effect, if any, of their October 16 settlement
offer, in light of the parties' extensive litigation of this issue up to the time of the
Settlement. (See Civ. Code, § 1636 [providing a "contract must be so interpreted as to
give effect to the mutual intention of the parties as it existed at the time of contracting, so
far as the same is ascertainable and lawful" (italics added)].) For this additional reason,
we reject defendants' contention that the parties did not resolve once and for all in the
Settlement the issue of the legal effect, if any, of the October 16 settlement offer.
We also reject defendants' contention that, despite section 5 of the Settlement,
Medina was not entitled to an award of attorney fees and costs as a result of SCCC's
18
tender under Civil Code section 2983.4. This statute provides: "Reasonable attorney's
fees and costs shall be awarded to the prevailing party in any action on a contract or
purchase order subject to the provisions of this chapter regardless of whether the action is
instituted by the seller, holder or buyer. Where the defendant alleges in his [or her]
answer that he [or she] tendered to the plaintiff the full amount to which he [or she] was
entitled, and thereupon deposits in court, for the plaintiff, the amount so tendered, and the
allegation is found to be true, then the defendant is deemed to be a prevailing party
within the meaning of this section." (Italics added.)
In light of the Settlement and section 5, which, the parties agreed, made Medina
the "prevailing party," it is clear from the plain language of Civil Code section 2983.4
that SCCC did not comply with the requirements of this statute, including the
requirement the "allegation [that defendant tendered the 'full amount' owed plaintiff was]
found true" by a court or trier of fact. (See Tun v. Wells Fargo Dealer Services, Inc.
(2016) 5 Cal.App.5th 309, 326-327 [noting a tender under this statute "is an estimate of
the 'full amount' of what a tendering defendant believes a plaintiff may be 'entitled' to in
any 'action on a contract or purchase order' subject to the ASFA, which, if later 'found to
be true by the court [or trier of fact]' [citation], will make that tendering defendant the
prevailing party, despite the plaintiff's recovery of the amount tendered (or any lesser
amount) against that defendant"].)
We also reject defendants' contention that Veros cannot be liable for the attorney
fees, costs and prejudgment interest awarded Medina as a result of it being merely the
"holder" of the RISC at issue in this case. As relevant to this issue, the RISC provided in
19
all capital letters: "Notice: Any holder [i.e., Veros] of this consumer credit contract is
subject to all claims and defenses which the debtor [i.e., Medina] could assert against the
seller of goods or services [i.e., SCCC] obtained pursuant hereto or with the proceeds
hereof. Recovery hereunder by the debtor shall not exceed amounts paid by the debtor
hereunder."
The record shows Veros, like codefendant SCCC, executed the Settlement. As a
result and, based on the plain language of section 5 providing defendants would not
dispute Medina's "entitlement" to attorney fees and costs as a result of their concession in
the Settlement he was the "prevailing party on all causes of action," we reject Veros's
contention it could not be liable for such fees and costs as a result of it being the mere
"holder" of the RISC. 1
Because defendants' myriad challenges on appeal to the award of attorney fees,
costs and prejudgment interest are limited to the issue of entitlement, as opposed to the
their amount, we have no reason to review the reasonableness of such an award.
Nonetheless, based on our own independent review of the record, it is clear the court
properly exercised its discretion when it made this award. (See Ketchum v. Moses (2001)
24 Cal.4th 1122, 1133, 1138 [noting a trial court has broad discretion in deciding attorney
fee issues]; Cates v. Chiang (2013) 213 Cal.App.4th 791, 820–821 [noting an attorney
1 In any event, it would appear from the plain language of Civil Code section 2983.4, which provides for an award of reasonable attorney fees and costs to a prevailing party "regardless of whether the action is instituted by the seller, holder or buyer," that an award of such fees and costs against a holder (i.e., Veros) is not limited to the amounts paid by the debtor (i.e., Medina) under a retail installment sales contract. 20
fee award will not be reversed unless a reviewing court is "convinced" the ruling is
"clearly wrong" and further noting the general rule that "[t]rial judges are . . . in the best
position to assess the value of the professional services provided in their courts"].)
Finally, as to defendants' contention this case presents a matter of "first
impression" regarding the "holder rule," its "continued misapplication . . . and the
resulting detrimental impact on the financial services industry and the consumers," even
without the Settlement—including section 5 therein—we conclude this contention
necessarily raises policy concerns that are more properly directed at, and considered by,
the Legislature.
DISPOSITION
The order granting Medina attorney fees, costs and prejudgment interest is
affirmed. Medina is entitled to his costs of appeal.
BENKE, Acting P. J.
WE CONCUR:
NARES, J.
AARON, J.
21
Filed 9/25/17 CERTIFIED FOR PUBLICATION
COURT OF APPEAL, FOURTH APPELLATE DISTRICT
DIVISION ONE
STATE OF CALIFORNIA
GERARDO MEDINA, D069820
Plaintiff and Respondent,
v. (Super. Ct. No. 37-2013-00069866- CU-FR-CTL) SOUTH COAST CAR COMPANY, INC. et al., ORDER CERTIFYING OPINION FOR PUBLICATION Defendants and Appellants.
THE COURT:
The opinion in this case filed September 19, 2017, was not certified for publication. It appearing the opinion meets the standards of publication specified in California Rules of Court, rule 8.1105(c), the request pursuant to rule 8.1120(a) for publication is GRANTED.
IT IS HEREBY CERTIFIED that the opinion meets the standards for publication specified in California Rules of Court, rule 8.1105(c); and
ORDERED that the words "Not to Be Published in the Official Reports" appearing on page 1 of said opinion be deleted and the opinion herein be published in the Official Reports.
BENKE, Acting P. J.
Copies to: All parties
AI Brief
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Holding. The court held that the defendants were contractually barred by the terms of their settlement agreement from disputing the plaintiff's entitlement to attorney fees, as they had explicitly agreed not to contest such entitlement while reserving only the right to challenge the reasonableness of the amounts claimed. Furthermore, the court affirmed that the 'holder rule' in the retail installment sales contract did not preclude the award of attorney fees against the assignee of the contract.
Issues
Whether the defendants were precluded by the settlement agreement from disputing the plaintiff's entitlement to attorney fees based on a prior settlement offer.
Whether the 'holder' of a retail installment sales contract is liable for attorney fees exceeding the amount paid by the consumer.
Disposition. affirmed
Quotations verified verbatim against the opinion
“SCCC and Veros do not concede liability, but will not dispute the underlying entitlement to attorneys' fees based upon the claims brought in the Action.”
“The FTC Holder Agreement [in the RISC] does not preclude awarding attorneys' fees as to Defendant Veros.”
“We independently conclude that defendants' contention that Medina is precluded from recovering any attorney fees, costs and prejudgment interest as a result of the October 16 settlement offer goes to the issue of entitlement”