MEMO TO:
Alexsei Demo US
RESEARCH ID:
#4000739233456a
JURISDICTION:
State
STATE/FORUM:
California, United States of America
ANSWERED ON:
May 31, 2022
CLASSIFICATION:
Real property
Contracts

Issue:

What are the minimum requirements for a contract regarding the sale of real property to be enforceable?

Conclusion:

In general, the essential elements of a contract are: parties capable of contracting; their consent; a lawful object; and a sufficient cause or consideration. (Cal. Civ. Code § 1550)

Mutual consent is determined under an objective standard applied to the outward manifestations or expressions of the parties. (Bustamante v. Intuit, Inc., 141 Cal. App. 4th 199, 45 Cal. Rptr.3d 692 (Cal. App. 2006))

Additionally, the statute of frauds requires a contract for the sale of real property to be in writing and subscribed by the party to be charged or by the party's agent. (Cal. Civ. Code § 1624)

An agreement for the purchase or sale of real property does not have to be evidenced by a formal contract drawn with technical exactness in order to be binding. A memorandum of the agreement that identifies the subject of the parties' agreement, shows that they made a contract, and states the essential contract terms with reasonable certainty, is sufficient. A memorandum may be found in one paper or in several documents, including an exchange of letters. (Sterling v. Taylor, 152 P.3d 420, 55 Cal.Rptr.3d 116, 40 Cal.4th 757 (Cal. 2007), Cal. Civ. Code § 1624, King v. Stanley, 32 Cal. 2d 584, 197 P.2d 321, 1948 Cal. LEXIS 250 (Cal. September 21, 1948), Patel v. Liebermensch, 197 P.3d 177, 86 Cal.Rptr.3d 366, 45 Cal. 4th 344 (Cal. 2008))

A memorandum of a contract for the sale of real property must identify the buyer, the seller, the price, and the property. (Sterling v. Taylor, 152 P.3d 420, 55 Cal.Rptr.3d 116, 40 Cal.4th 757 (Cal. 2007), King v. Stanley, 32 Cal. 2d 584, 197 P.2d 321, 1948 Cal. LEXIS 250 (Cal. September 21, 1948), Patel v. Liebermensch, 197 P.3d 177, 86 Cal.Rptr.3d 366, 45 Cal. 4th 344 (Cal. 2008))

Since a memorandum must include the essential contractual terms, extrinsic evidence cannot supply those required terms. However, extrinsic evidence can be used to explain essential terms that were understood by the parties but would otherwise be unintelligible to others. (Sterling v. Taylor, 152 P.3d 420, 55 Cal.Rptr.3d 116, 40 Cal.4th 757 (Cal. 2007), Cal. Civ. Code § 1624)

To satisfy the statute of frauds, the description of the property must describe the land so that it can be identified with reasonable certainty. Preferably the writing should include a definite and certain description of the land. However, a description will still fulfill the reasonable certainty test if it furnishes the means or key by which the description may be made certain and identified with its location on the ground. (Beverage v. Canton Placer Min. Co., 43 Cal.2d 769, 278 P.2d 694 (Cal. 1955), Calvi v. Bittner, 17 Cal.Rptr. 850, 198 Cal.App.2d 312 (Cal. App. 1961))

The escrow period is not a necessary term in a contract of sale, and "time of payment" is a contract term that is determinable by implication as a matter of law. (Patel v. Liebermensch, 197 P.3d 177, 86 Cal.Rptr.3d 366, 45 Cal. 4th 344 (Cal. 2008))

Law:

Cal. Civ. Code § 1550 sets out the elements required for the existence of a contract in general:

It is essential to the existence of a contract that there should be:

1. Parties capable of contracting;

2. Their consent;

3. A lawful object; and,

4. A sufficient cause or consideration.

Additionally, Cal. Civ. Code § 1624, known as the statute of frauds, requires certain contracts to be in writing and subscribed by the party to be charged or by the party's agent. Included in the statute are agreements for the sale of real property (Cal. Civ. Code § 1624(a)(3)). Subdivision (b)(3)(D) of the statute sets out that there is sufficient evidence that a contract has been made if there is a memorandum or other writing sufficient to indicate that a contract has been made, signed by the party against whom enforcement is sought or by its authorized agent or broker. Additionally, tangible written text produced by computer retrieval, or other processes by which electronic signals are transmitted by telephone or otherwise shall constitute a writing and any symbol executed or adopted by a party with the present intention to authenticate a writing shall constitute a signing:

(a) The following contracts are invalid, unless they, or some note or memorandum thereof, are in writing and subscribed by the party to be charged or by the party's agent:

[...]

(3) An agreement for the leasing for a longer period than one year, or for the sale of real property, or of an interest therein; such an agreement, if made by an agent of the party sought to be charged, is invalid, unless the authority of the agent is in writing, subscribed by the party sought to be charged.

[...]

(b) Notwithstanding paragraph (1) of subdivision (a):

[...]

(3) There is sufficient evidence that a contract has been made in any of the following circumstances:

(A) There is evidence of an electronic communication (including, without limitation, the recording of a telephone call or the tangible written text produced by computer retrieval), admissible in evidence under the laws of this state, sufficient to indicate that in the communication a contract was made between the parties.

(B) A confirmation in writing sufficient to indicate that a contract has been made between the parties and sufficient against the sender is received by the party against whom enforcement is sought no later than the fifth business day after the contract is made (or any other period of time that the parties may agree in writing) and the sender does not receive, on or before the third business day after receipt (or the other period of time that the parties may agree in writing), written objection to a material term of the confirmation. For purposes of this subparagraph, a confirmation or an objection thereto is received at the time there has been an actual receipt by an individual responsible for the transaction or, if earlier, at the time there has been constructive receipt, which is the time actual receipt by that individual would have occurred if the receiving party, as an organization, had exercised reasonable diligence. For the purposes of this subparagraph, a "business day" is a day on which both parties are open and transacting business of the kind involved in that qualified financial contract that is the subject of confirmation.

(C) The party against whom enforcement is sought admits in its pleading, testimony, or otherwise in court that a contract was made.

(D) There is a note, memorandum, or other writing sufficient to indicate that a contract has been made, signed by the party against whom enforcement is sought or by its authorized agent or broker.

For purposes of this paragraph, evidence of an electronic communication indicating the making in that communication of a contract, or a confirmation, admission, note, memorandum, or writing is not insufficient because it omits or incorrectly states one or more material terms agreed upon, as long as the evidence provides a reasonable basis for concluding that a contract was made.

(4) For purposes of this subdivision, the tangible written text produced by telex, telefacsimile, computer retrieval, or other process by which electronic signals are transmitted by telephone or otherwise shall constitute a writing, and any symbol executed or adopted by a party with the present intention to authenticate a writing shall constitute a signing. The confirmation and notice of objection referred to in subparagraph (B) of paragraph (3) may be communicated by means of telex, telefacsimile, computer, or other similar process by which electronic signals are transmitted by telephone or otherwise, provided that a party claiming to have communicated in that manner shall, unless the parties have otherwise agreed in writing, have the burden of establishing actual or constructive receipt by the other party as set forth in subparagraph (B) of paragraph (3).

(c) This section does not apply to leases subject to Division 10 (commencing with Section 10101) of the Commercial Code.

(d) An electronic message of an ephemeral nature that is not designed to be retained or to create a permanent record, including, but not limited to, a text message or instant message format communication, is insufficient under this title to constitute a contract to convey real property, in the absence of a written confirmation that conforms to the requirements of subparagraph (B) of paragraph (3) of subdivision (b).

In Bustamante v. Intuit, Inc., 141 Cal. App. 4 th 199, 45 Cal. Rptr.3d 692 (Cal. App. 2006), the California Court of Appeal for the Sixth District explained that contract formation requires mutual consent, which cannot exist unless the parties agree upon the same thing in the same sense. Mutual consent is determined under an objective standard applied to the outward manifestations or expressions of the parties. If a contract is so uncertain and indefinite that the intention of the parties in material particulars cannot be ascertained, the contract is void and unenforceable. In general, the terms of a contract are reasonably certain if they provide a basis for determining the existence of a breach and for giving an appropriate remedy (at 208-209):

Intuit seeks to establish its entitlement to summary adjudication of Bustamante's contract claim by demonstrating that no enforceable contract was ever formed between the parties. Contract formation requires mutual consent, which cannot exist unless the parties "agree upon the same thing in the same sense." (Civ. Code, §§ 1580, 1550, 1565.) "If there is no evidence establishing a manifestation of assent to the `same thing' by both parties,

[45 Cal.Rptr.3d 699]

then there is no mutual consent to contract and no contract formation." (Weddington Productions, Inc. v. Flick (1998) 60 Cal. App.4th 793, 811, 71 Cal.Rptr.2d 265.) "Mutual consent is determined under an objective standard applied to the outward manifestations or expressions of the parties, i.e., the reasonable meaning of their words and acts, and not their unexpressed intentions or understandings." (Alexander v. Codemasters Group Limited (2002) 104 Cal.App.4th 129, 141, 127 Cal.Rptr.2d 145; see also Meyer v. Benko (1976) 55 Cal.App.3d 937, 942-943, 127 Cal.Rptr. 846 [existence of mutual consent "is determined by objective rather than subjective criteria, the test being what the outward manifestations of consent would lead a reasonable person to believe"].)

Where the existence of a contract is at issue and the evidence is conflicting or admits of more than one inference, it is for the trier of fact to determine whether the contract actually existed. But if the material facts are certain or undisputed, the existence of a contract is a question for the court to decide. (Robinson & Wilson, Inc. v. Stone (1973) 35 Cal.App.3d 396, 407, 110 Cal.Rptr. 675.)

[141 Cal.App.4th 209]

"Under California law, a contract will be enforced if it is sufficiently definite (and this is a question of law) for the court to ascertain the parties' obligations and to determine whether those obligations have been performed or breached." (Ersa Grae Corp. v. Fluor Corp. (1991) 1 Cal.App.4th 613, 623, 2 Cal.Rptr.2d 288.) "To be enforceable, a promise must be definite enough that a court can determine the scope of the duty[,] and the limits of performance must be sufficiently defined to provide a rational basis for the assessment of damages." (Ladas v. California State Auto. Assn. (1993) 19 Cal.App.4th 761, 770, 23 Cal.Rptr.2d 810; Robinson & Wilson, Inc. v. Stone, supra, 35 Cal.App.3d at p. 407, 110 Cal.Rptr. 675.) "Where a contract is so uncertain and indefinite that the intention of the parties in material particulars cannot be ascertained, the contract is void and unenforceable." (Cal. Lettuce Growers v. Union Sugar Co. (1955) 45 Cal.2d 474, 481, 289 P.2d 785; Civ.Code, § 1598; see also Ladas v. California State Auto. Assn., supra, 19 Cal.App.4th at p. 770, 23 Cal.Rptr.2d 810.) "The terms of a contract are reasonably certain if they provide a basis for determining the existence of a breach and for giving an appropriate remedy." (Rest.2d Contracts, § 33, subd. (2); accordWeddington Productions, Inc. v. Flick, supra, 60 Cal.App.4th at p. 811, 71 Cal.Rptr.2d 265.) But "[i]f . . . a supposed `contract' does not provide a basis for determining what obligations the parties have agreed to, and hence does not make possible a determination of whether those agreed obligations have been breached, there is no contract." (Weddington Productions, Inc. v. Flick, supra, 60 Cal. App.4th at p. 811, 71 Cal.Rptr.2d 265.)

In Sterling v. Taylor, 152 P.3d 420, 55 Cal.Rptr.3d 116, 40 Cal.4th 757 (Cal. 2007), the California Supreme Court explained that a memorandum subscribed by the party to be charged is adequate to satisfy the statute of frauds. A written contract is not required. A memorandum satisfies the statute of frauds if it identifies the subject of the parties' agreement, shows that they made a contract, and states the essential contract terms with reasonable certainty. Since the memorandum must include the essential contractual terms, extrinsic evidence cannot supply those required terms, but it can be used to explain essential terms that were understood by the parties but would otherwise be unintelligible to others (at 122-124):

The statute of frauds does not require a written contract; a "note or memorandum . . . subscribed by the party to be charged" is adequate. (Civ. Code, § 1624, subd. (a).)5 In Crowley v. Modern Faucet Mfg. Co. (1955) 44 Cal.2d 321, 282 P.2d 33, we observed that "[a] written memorandum is not identical with a written contract [citation]; it is merely evidence of it and usually does not contain all of the terms." (Id. at p. 323, 282 P.2d 33; See also Kerner v. Hughes Tool Co, (1976) 56 Cal.App.3d 924, 934, 128 Cal.Rptr. 839; 1 Witkin, Summary of Cal. Law, supra, Contracts, § 350, p. 397.) Indeed, in most instances it is not even necessary that the parties intended the memorandum to serve a contractual purpose.6 (Rest.2d Contracts,

[55 Cal.Rptr.3d 123]

§ 133; 1 Witkin, Summary of Cal. Law, supra, Contracts, § 352, p. 398; see Moss v. Atkinson (1872) 44 Cal. 3,16-17.)

A memorandum satisfies the statute of frauds if it identifies the subject of the parties' agreement, shows that they made a contract, and states the essential contract terms with reasonable certainty. (Rest.2d Contracts, § 131; 1 Witkin, Summary of Cal. Law, supra, Contracts, § 353, p. 399.) "Only the essential terms must be stated, `"details or particulars" need not [be]. What is essential depends on the agreement and its context and also on the subsequent conduct of the parties. . . .' (Rest.2d Contracts, § 131, com. g, p. 338.)" (Seaman's Direct Buying Service, Inc. v. Standard Oil Co. (1984) 36 Cal.3d 752, 762-763, 206 CaLRptr. 354, 686 P.2d 1158, overruled on another point in Freeman & Mills, Inc. v. Belcher Oil Co. (1995) 11 Cal.4th 85, 88, 44 Cal.Rptr.2d 420, 900 P.2d 669.)

This court recently observed that the writing requirement of the statute of frauds "`serves only to prevent the contract from being unenforceable' [citation]; it does not necessarily establish the terms of the parties' contract." (Casa Herrera, Inc. v. Beydoun (2004) 32 Cal.4th 336, 345, 9 Cal.Rptr.3d 97, 83 P.3d 497.) Unlike the parol evidence rule, which "determines the enforceable and incontrovertible terms of an integrated written agreement," the statute of frauds "merely serve[s] an evidentiary purpose." (Ibid.) As the drafters of the Second Restatement of Contracts explained: "The primary purpose of the Statute is evidentiary, to require reliable evidence of the existence and terms of the contract and to prevent enforcement through fraud or perjury of contracts never in fact made. The contents of the writing must be such as to make successful fraud unlikely, but the possibility need not be excluded that some other subject matter or person than those intended will also fall within the words of the writing. Where only an evidentiary purpose is served, the requirement of a memorandum is read in the light of the dispute which arises and the admissions of the party to be charged; there is no need for evidence on points not in dispute." (Rest.2d Contracts, § 131, com. c, p. 335, italics added; accordSeaman's Direct Buying Service, Inc. v. Standard Oil Co., supra, 36 Cal.3d at pp. 764-765, 206 Cal. Rptr. 354, 686 P.2d 1158.)

Thus, when ambiguous terms in a memorandum are disputed, extrinsic evidence is admissible to resolve the uncertainty. (In re Marriage of Benson, supra, 36 Cal.4th at p. 1108, 32 Cal.Rptr.3d 471, 116 P.3d 1152; Seaman's Direct Buying Service, Inc. v. Standard Oil Co., supra, 36 Cal.3d at p. 763, fn. 2, 206 Cal.Rptr. 354, 686 P.2d 1158; Beverage v. Canton Placer Mining Co. (1955) 43 Cal.2d 769, 774-775, 278 P.2d 694; Searles v. Gonzalez (1923) 191 Cal. 426, 431-433, 216 P. 1003.) Extrinsic evidence can also support reformation of a memorandum to correct a mistake. (Rest.2d Contracts, § 131, com. g, p. 338; Calhoun v. Downs (1931) 211 Cal. 766, 768-770, 297 P. 548; 1 Witkin, Summary of Cal. Law, supra, Contracts, §§ 355, 356, pp. 403-404.)

Because the memorandum itself must include the essential contractual terms, it is clear that extrinsic evidence cannot supply those required terms. (See, e.g.Friedman v. Bergin (1943) 22 Cal.2d 535, 537-539, 140 P.2d 1.) It can, however,

[55 Cal.Rptr.3d 124]

be used to explain essential terms that were understood by the parties but would otherwise be unintelligible to others. Two early cases from this court demonstrate that a memorandum can satisfy the statute of frauds, even if its terms are too uncertain to be enforceable when considered by themselves.

If a memorandum includes the essential terms of the parties' agreement, but the meaning of those terms is unclear, the memorandum is sufficient under the statute of frauds if extrinsic evidence clarifies the terms with reasonable certainty and the evidence as a whole demonstrates that the parties intended to be bound. In determining whether extrinsic evidence provides the certainty required by the statute of frauds, courts must bear in mind that the evidence cannot contradict the terms of the writing (at 127):

The governing principle is: "That is certain which can be made certain." (Civ. Code, § 3538; Beverage v. Canton Placer Mining Co., supra, 43 Cal.2d at p. 774, 278 P.2d 694; see also, e.g.Preble v. Abrahams, supra, 88 Cal. at p. 251, 26 P. 99; Alameda Belt Line v. City of Alameda (2003) 113 Cal.App.4th 15, 21, 5 Cal. Rptr.3d 879.) We hold that if a memorandum includes the essential terms of the parties' agreement, but the meaning of those terms is unclear, the memorandum is sufficient under the statute of frauds if extrinsic evidence clarifies the terms with reasonable certainty and the evidence as a whole demonstrates that the parties intended to be bound. Conflicts in the extrinsic evidence are for the trier of fact to resolve, but whether the evidence meets the standard of reasonable certainty is a question of law for the court. (Phillippe v. Shapell Industries (1987) 43 Cal.3d 1247, 1258, 241 Cal.Rptr. 22, 743 P.2d 1279; Niles v. Hancock (1903) 140 Cal. 157, 163, 73 P. 840.)13

We emphasize that a memorandum of the parties' agreement is controlling evidence under the statute of frauds. Thus, extrinsic evidence cannot be employed to prove an agreement at odds with the terms of the memorandum. This point was made in Beazell v. Schroder (1963) 59 Cal.2d 577, 30 Cal.Rptr. 534, 381 P.2d 390. There, the plaintiff sought to recover a 5 percent real estate broker's commission under an oral agreement. (Id. at p. 579, 30 Cal.Rptr. 534, 381 P.2d 390.) The escrow instructions, which specified a 1.25 percent commission, were the "memorandum" on which the plaintiff relied to comply with the statute. However, he contended the instructions incorrectly reflected the parties' actual agreement, as shown by extrinsic evidence. (Id. at p. 580, 30 Cal.Rptr. 534, 381 P.2d 390.) The Beazell court rejected this argument, holding that under the statute of frauds, "the parol agreement of which the writing is a memorandum must be one whose terms are consistent with the terms of the memorandum." (Id. at p. 582, 30 Cal. Rptr. 534, 381 P.2d 390.) Thus, in determining whether extrinsic evidence provides the certainty required by the statute, courts must bear in mind that the evidence cannot contradict the terms of the writing.

A memorandum of a contract for the sale of real property must identify the buyer, the seller, the price, and the property. In this case, the Court found that the price term in the memorandum was uncertain and the extrinsic evidence offered by the plaintiffs was at odds with the writing. Therefore, the Court found that the evidence was insufficient to show with reasonable certainty that the parties understood and agreed to the price alleged by the plaintiffs and the memorandum did not satisfy the statute of frauds (at 128, 130):

A memorandum of a contract for the sale of real property must identify the buyer, the seller, the price, and the property.14 (King v. Stanley (1948) 32 Cal.2d 584, 589, 197 P.2d 321.) Defendants contend the memorandum drafted by plaintiff Sterling fails to adequately specify the seller, the property, or the price.15

The Court of Appeal correctly held that the seller and the properties were sufficiently identified. The parties themselves displayed no uncertainty as to those terms before their dispute over the price arose. It is a "cardinal rule of construction that when a contract is ambiguous or uncertain the practical construction placed upon it by the parties before any controversy arises as to its meaning affords one of the most reliable means of determining the intent of the parties." (Bohman v. Berg (1960) 54 Cal.2d 787, 795, 8 Cal.Rptr. 441, 356 P.2d 185.) The same rule governs the interpretation of a memorandum under the statute of frauds. (See Rest.2d Contracts, § 131, com. g, p. 338; Seaman's Direct Buying Service, Inc. v. Standard Oil Co., supra, 36 Cal.3d at pp. 762-763, 206 Cal.Rptr. 354, 686 P.2d 1158.)16

The memorandum referred to "Seller Larry Taylor, & Christina Development." Defendants argue that the omission of the actual owner of the properties, SMC, is fatal. However, they do not dispute Taylor's authorization to act as SMC's agent, or his actual performance of that role. A contract made in the name of an agent may be enforced against an undisclosed principal, and extrinsic evidence is admissible to identify the principal. (Sunset Milling & Grain Co. v. Anderson (1952) 39 Cal.2d 773, 778, 249 P.2d 24; 2 Witkin, Summary of Cal. Law, supra, Agency, §§ 158 & 159, pp. 202-203; see also California Canneries Co. v. Scatena (1897) 117 Cal. 447, 449-50, 49 P. 462.) If a term is stated in a memorandum with sufficient certainty to be enforced, it satisfies the statute of frauds. (Seaman's Direct Buying Service, Inc. v. Standard Oil Co., supra, 36 Cal.3d at p. 763, 206 Cal. Rptr. 354, 686 P.2d 1158.) Therefore, the reference to Taylor was adequate, regardless of the apparently mistaken inclusion

[55 Cal.Rptr.3d 129]

of Christina Development. (See Rest.2d Contracts, § 131, com. f, p. 337.)

Similarly, while the properties were identified in the memorandum only by street address, neither party displayed any confusion over their actual location. The purchase agreements Taylor prepared included full legal descriptions, and when Sterling received those agreements he did not object that he wanted to buy buildings on 4th and 14th Streets in Manhattan rather than Santa Monica. In any event, the better view has long been that extrinsic evidence may be consulted to locate property described in imprecise terms, even though a memorandum with a more complete description would be preferable. (Beverage v. Canton Placer Mining Co., supra, 43 Cal.2d at pp. 774-775, 278 P.2d 694, citing cases.)

As defendants forthrightly conceded in the trial court, "[t]he problem here is the price term." The Court of Appeal concluded that the lines in the memorandum stating "approx. 10.468 X gross income[,] estimated income 1.600.000, Price $16,750.m" were ambiguous, given the use of the modifier "approx." before the multiplier, the omitted zero in the price, and the uncertain meaning of "gross income." The court then considered Sterling's testimony that "approx." was meant to modify the total price, not the multiplier; that the missing zero was merely an error; and that "gross income" was used by the parties to refer to actual gross annual income. It decided that this evidence, if accepted by the trier of fact, could establish an agreement to determine the price based on a formula, which would be binding under Carver v. Teitsworth (1991) 1 Cal.App.4th 845, 852, 2 Cal.Rptr.2d 446. In Carver, a bid for either a specified price or $1,000 over any higher bid was deemed sufficiently certain. (Id. at pp. 849, 852-353, 2 Cal.Rptr.2d 446.)

In this court, plaintiffs also cite Cal. Lettuce Growers v. Union Sugar Co. (1955) 45 Cal.2d 474, 289 P.2d 785, to show that a price term may be calculated from a formula. There, a price formula was derived from industry custom and the parties' past practice. (Id. at pp. 482-483, 289 P.2d 785.) Plaintiffs contend the parties here negotiated a 10.468 multiplier to be applied to the actual gross rental income from the buildings in March 2000, as indicated by the fact that Taylor gave Sterling rent rolls before their March 13 meeting.

The Court of Appeal erred by deeming Sterling's testimony sufficient to establish his interpretation of the memorandum for purposes of the statute of frauds. Had Taylor testified that the parties meant to leave the price open to determination based on a rental income figure that was yet to be determined, this would be a different case. Then, the "admissions of the party to be charged" might have supported a reasonably certain price term derived from a negotiated formula. (Rest.2d Contracts, § 131, com. c, p. 335.) Here, however, Taylor insists the price was meant to be $16,750,000, and Sterling agrees that was the number he intended to write down, underlined, as the "Price."

$16,750,000 is clearly an approximate product of the formula specified in the memorandum, applied to the income figure stated there.17 On the other hand, Sterling's asserted price of $14,404,841 cannot reasonably be considered an approximation of $16,750,000. It is instead an approximate product of the formula applied to an actual income figure not found in the memorandum. The writing does not include the term "actual gross income," nor does it state that the price term will vary

[55 Cal.Rptr.3d 130]

depending on proof or later agreement regarding the actual rental income from the buildings. In effect, Sterling would employ only the first part of the price term ("approx. 10.468 X gross income") and ignore the last parts ("estimated income 1.600.000, Price $16,750.00"). He would hold Taylor to a price that is 10.468 times the actual rental income figure gleaned from the rent rolls, but only "approximately" so because of Sterling's computational errors. (See fn. 2, ante.)

Thus, two competing interpretations of the memorandum were before the court. Taylor's is consistent with the figures provided in the memorandum, requiring only the correction of the price by reference to undisputed extrinsic evidence. Sterling's price is not stated in the memorandum, and depends on extrinsic evidence in the form of his own testimony, disputed by Taylor, that the parties intended to apply the formula to actual gross rental income instead of the estimated income noted in the memorandum. Even if the trier of fact were to accept Sterling's version of the parties' negotiations, the price he seeks is not reflected in the memorandum; indeed, it is inconsistent with the price term that appears in the memorandum. Under these circumstances, we conclude the evidence is insufficient to establish Sterling's price term with the reasonable certainty required by the statute of frauds. (See Beazell v. Schroder, supra, 59 Cal.2d at p. 582, 30 Cal.Rptr. 534, 381 P.2d 390.)

The statute of frauds demands written evidence that reflects the parties' mutual understanding of the essential terms of their agreement, when viewed in light of the transaction at issue and the dispute before the court. The writing requirement is intended to permit the enforcement of agreements actually reached, but "to prevent enforcement through fraud or perjury of contracts never in fact made." (Rest.2d Contracts, § 131, com. c, p. 335.) The sufficiency of a memorandum to fulfill this purpose may depend on the quality of the extrinsic evidence offered to explain its terms. In Preble v. Abrahams, supra, 88 Cal. 245, 26 P. 99, the memorandum failed to describe the property to be sold with any certainty, but extrinsic evidence established that the parties could only have been referring to the portion of a tract that was not sold to another buyer. (Id. at p. 250, 26 P. 99.) Similarly, in Brewer v. Horst-Lachmund Co., supra, 127 Cal. 643, 60 P. 418, telegrams that were otherwise inscrutable demonstrated an ascertainable agreement when the court considered the circumstances of the transaction and the parties' understanding of the terms employed. (Id. pp. 646-647, 60 P. 418.)

Here, unlike in the Preble and Brewer cases, the extrinsic evidence offered by plaintiffs is at odds with the writing, which states a specific price and does not indicate that the parties contemplated any change based on actual rental income. Therefore, the evidence is insufficient to show with reasonable certainty that the parties understood and agreed to the price alleged by plaintiffs. The price terms stated in the memorandum, considered together with the extrinsic evidence of the contemplated price, leave a degree of doubt that the statute of frauds does not tolerate. The trial court properly granted defendants summary judgment.

In King v. Stanley, 32 Cal. 2d 584, 197 P.2d 321, 1948 Cal. LEXIS 250 (Cal. September 21, 1948), the California Supreme Court explained that an agreement for the purchase or sale of real property does not have to be evidenced by a formal contract drawn with technical exactness to be binding. A memorandum of the agreement is sufficient, and this may be found in one paper or several documents, including an exchange of letters or telegrams, or both. The offer must be unequivocally accepted to be binding. The material factors to be ascertained from the written contract are the seller, the buyer, the price to be paid, the time and manner of payment, and the property to be transferred, described so it may be identified. The Court found that these terms were clear in the letters exchanged by the plaintiff and the defendant and the plaintiff accepted the defendant's counteroffer by opening the escrow account, which was the specified act of acceptance described in the defendant's letter (at 588-589):

(1) An agreement for the purchase or sale of real property does not have to be evidenced by a formal contract [***5]  drawn with technical exactness in order to be binding. A memorandum of the agreement (Civ. Code, § 1624(4)) is sufficient, and this may be found in one paper or in several documents, including an exchange of letters or telegrams or both (Breckinridge v. Crocker, 78 Cal. 529 [21 P. 179]Niles v. Hancock, 140 Cal. 157 [73 P. 840]; Twisselman v. Cohn, 57 Cal.App.2d 987 [136 P.2d 33]), or in a letter from the vendor to the purchaser which is accepted and acted upon by the latter (De Rutte v. Muldrow, 16 Cal. 505). (2) The offer must be unequivocally accepted in order to be binding. (3) In plaintiff's letter of November 23, there was an offer to purchase one lot which was rejected by the defendant who, at the same time, made a counteroffer to sell both lots at a price of $ 2,000 each. The plaintiff accepted the counteroffer and indicated his intent to open escrow to consummate the transfer. In her letter of acknowledgment the defendant added the qualification that the price stated should be net to her, with the possible exception of 1945-46 taxes and authorized the plaintiff, if satisfied, to open the escrow and send the papers for her signature, and [***6]  indicate his approval. The plaintiff without delay opened the escrow which was the designated act of acceptance, and thereby and through the letter of the escrow company indicated his approval of the specified terms. The contract was complete when the escrow was opened and the letter of the escrow company was placed in the course of transmission to the defendant (Civ. Code, §§ 1582, 1583).

(4) There is no merit in the contention that the court could not ascertain with reasonable certainty from the writings of the parties the duty of each and the conditions of performance. (Civ. Code, § 3390(6); Rest., Contracts, 370; 23 Cal.Jur. 429, et seq.) Equity does not require that all the terms and conditions of the proposed agreement be set forth in the contract. The usual and reasonable conditions of such a contract are, in the contemplation of the parties, a part of  [*589]  their agreement. In the absence of express conditions, custom determines incidental matters relating to the opening of an escrow, furnishing deeds, title insurance policies, prorating of taxes, and the like. (Janssen v. Davis, 219 Cal. 783, 788 [29 P.2d 196]; Wagner v. Eustathiw, 169 Cal. 663,  [***7]  666 [147 P. 561]; Bisno v. Herzberg, 75 Cal.App.2d 235, 241 [170 P.2d 973]; O'Donnell v. Lutter, 68 Cal.App.2d 376, 383 [156 P.2d 958].) (5) The material factors to be ascertained from the written contract are the seller, the buyer, the price to be paid, the time and manner of payment, and the property to be transferred, describing it so it may be identified (Breckinridge v. Crocker, supra, 78 Cal. 529; Grafton v. Cummings, 99 U.S. 100 [25 L.Ed. 366]; O'Donnell v. Lutter, supra, 68 Cal.App.2d 376). There is no question that these essential items were clearly determinable here. The defendant was the seller. (6) The plaintiff was the person with whom she had negotiated as buyer and the fact that he sought to take title in the name of himself and his wife as joint tenants as a matter of convenience would not materially affect the agreement. As the transaction was to be cash it was immaterial to the seller whether the buyer took title in his own name, or with his wife, or with his father. The price to be paid was clearly $ 4,000 net; terms, cash on delivery of merchantable title. The property itself was sufficiently described in the parties'  [***8]  writings.

The Court rejected the defendant's argument that the writings were merely part of the preliminary negotiations. The Court noted that there was no expressed intent to reduce these informal writings to a formal written contract, and even if there was, that would not prevent a binding obligation from arising unless it also appeared that the parties agreed or intended not to be bound until a formal written contract was executed. The terms of a contract are determined by an objective, rather than a subjective test and the state of mind of the parties is not determinative. The Court found that based on an objective assessment of the writings, there was mutual assent to a contract that was sufficiently certain so that the trial court was within its power in ordering specific performance of the contract (at 591-592):

(13) There is no merit in the defendant's contention that all of the writings  [**326]  offered in evidence by the plaintiffs were merely part of the preliminary negotiations. There was no determinable intent to reduce these informal writings to a formal written contract. The existence of such intent would not necessarily prevent a binding obligation from arising, notwithstanding the contemplated written or formal contract was never executed (Gavina v. Smith, 25 Cal.2d 501, 504 [154 P.2d 681]; Levin v. Saroff, 54 Cal.App. 285, 289 [201 P. 961]), unless it also appeared that the parties agreed or intended not to be bound until a formal written contract was executed (Patch v. Anderson, 66 Cal.App.2d 63 [151 P.2d 644]). (14) Here the converse may justifiably be found, and the informal writings became a binding contract notwithstanding the agreement was [***13]  not reduced to a more formal writing. None of the essential terms was left for future determination. The mere state of mind of the parties is not the object of inquiry. The terms of the contract are determinable by an external, not by an internal standard -- or by what has been termed the objective rather than the subjective test. (Zurich etc. Assur. Co. v. Industrial Acc. Com., 132 Cal.App. 101, 104 [22 P.2d 572].) Measured by any reasonable standard  [*592]  there is here mutual assent to a contract which is sufficiently certain so that the court was within its power in decreeing specific performance. (Remmers v. Ciciliot, 59 Cal.App.2d 113 [138 P.2d 306]Fleishman v. Woods, 135 Cal. 256 [67 P. 276]; Rest., Contracts, 360.)

In Patel v. Liebermensch, 197 P.3d 177, 86 Cal.Rptr.3d 366, 45 Cal. 4th 344 (Cal. 2008), the Supreme Court of California held that the escrow period is not a necessary term in a contract for the sale of real property, and "time of payment" is a contract term that is determinable by implication as a matter of law. The Court found that the parties made no provision for future agreement and the essential terms of their option contract were easily ascertainable. Because the time of payment was not specified, a reasonable period was allowable under Cal. Civ. Code § 1657. Thus, there was mutual assent to a contract that was sufficiently certain and the trial court was within its power in ordering specific performance (at 350, 352):

"An agreement for the purchase or sale of real property does not have to be evidenced by a formal contract drawn with technical exactness in order to be binding." (King v. Stanley (1948) 32 Cal.2d 584, 588, 197 P.2d 321 (King).) "Equity does not require that all the terms and conditions of the proposed agreement be set forth in the contract. The usual and reasonable conditions of such a contract are, in the contemplation of the parties, a part of their agreement. In the absence of express conditions, custom determines incidental matters relating to the opening of an escrow, furnishing deeds, title insurance policies, prorating of taxes, and the like. [Citations.] The material

[197 P.3d 181]

factors to be ascertained from the written contract are the seller, the buyer, the price to be paid, the time and manner of payment, and the property to be transferred, describing it so it may be identified. [Citations.]" (Id. at pp. 588-589, 197 P.2d 321.)

Here, the Court of Appeal agreed with the Liebermensches that the absence of terms specifying the time and manner of payment made the parties' contract too uncertain to enforce. It is clear, however, that there was no substantial dispute or uncertainty over the manner of payment by Patel.2 While the purchase agreement drafted by Liebermensch after Patel exercised his option added a requirement that Patel make a "good faith" 10 percent deposit with the escrow company, and Patel countered with a deposit proposal of his own, these were merely incidental matters that had no effect on the ultimate payment to be received by the Liebermensches at the close of escrow.3 It was the length of the escrow period, unspecified in the contract, that was the sticking point. King, however, makes it plain that the escrow period is not a necessary term in a contract of sale, and that in any event "time of payment" is a contract term determinable by implication as a matter of law.

[...]

The parties here made no provision for future agreement. The essential terms of their option contract are easily ascertainable. In the absence of a specified time of

[197 P.3d 183]

payment, a reasonable period is allowable under Civil Code section 1657.5 Even if the Liebermensches had shown that they were contemplating a section 1031 exchange when they agreed to the option contract, their undisclosed intentions would not have become part of the contract. "The mere state of mind of the parties is not the object of inquiry. The terms of the contract are determinable by an external, not by an internal standard—or by what has been termed the objective rather than the subjective test. (Zurich etc. Assur. Co. v. Industrial Acc. Com. [(1933)] 132 Cal.App. 101, 104 [22 P.2d 572].) Measured by any reasonable standard there is here mutual assent to a contract which is sufficiently certain so that the court was within its power in decreeing specific performance." (King, supra, 32 Cal.2d at pp. 591-592, 197 P.2d 321; see also 1 Witkin, Summary of Cal. Law (10th ed. 2005) Contracts, § 116, pp. 155-156.)

In Beverage v. Canton Placer Min. Co., 43 Cal.2d 769, 278 P.2d 694 (Cal. 1955), the Supreme Court of California explained that to satisfy the statute of frauds, the memorandum affecting the sale of real property must describe the land so that it can be identified with reasonable certainty. Preferably the writing should include a definite and certain description of the land. However, a description will still fulfill the reasonable certainty test if it furnishes the means or key by which the description may be made certain and identified with its location on the ground. Courts have been liberal in construing contracts for the sale of real estate and have sought to give effect to the intention of the parties in applying descriptions to property (at 772): 

To satisfy the statute of frauds, the memorandum affecting the sale of real property must so describe the land that it can be identified with reasonable certainty. 37 C.J.S., Frauds, Statute of, § 184, p. 669; Allen v. Stellar, 106 Cal.App. 67, 70, 288 P. 855; Roberts v. Lebrain, 113 Cal.App.2d 712, 715, 248 P.2d 810. This is one of the most essential parts of such an agreement. Craig v. Zelian, 137 Cal. 105, 106, 69 P. 853; Gordon v. Perkins, 108 Cal.App. 336, 339, 291 P. 644. Preferably, the writing should disclose a description which is itself definite and certain. Alternatively, however, a description fulfills the test of reasonable certainty if it furnishes the 'means or key' by which the description may be made certain and identified with its location on the ground. Gordon v. Perkins, supra, 108 Cal.App. 336, 340, 291 P. 644.

It is obvious in the instant case that the description in the deposit receipt is not a preferred description; by itself it is not definite and certain. See, e. g., Craig v. Zelian, supra, 137 Cal. 105, 69 P. 853. However, it may not be concluded that the description does not furnish a 'means or key' to identification. See, e.g., Preble v. Abrahams, 88 Cal. 245, 26 P. 99. The applicable principle is that that is certain which can be made certain Civ. Code, § 3538; Preble v. Abrahams, supra, 88 Cal. at page 251, 26 P. 99; also Tuck v. Gudnason, 11 Cal.App.2d 626, 630, 54 P.2d 88; Mancuso v. Krackov, 110 Cal.App.2d 113, 115, 241 P.2d 1052, by additional allegations, Marriner v. Dennison, 78 Cal. 202, 207, 20 P. 386; see also Russell v. Ramm, 200 Cal. 348, 369-370, 254 P. 532; Wright v. L. W. Wilson Co., Inc., 212 Cal. 569, 575, 299 P. 521, and parol evidence in proof thereof, admitted not for the purpose of furnishing or supplying a description, Gordon v. Perkins, supra, 108 Cal.App. 336, 291 P. 644, but for the purpose of applying the given description to the earth's surface, thereby identifying the property. Marriner v. Dennison,[43 Cal.2d 775] supra, 78 Cal. at page 208-209, 20 P. 386; Simpson v. Schurra, 91 Cal.App. 640, 648, 267 P. 384. Courts have been most liberal in construing executory contracts for the sale of real estate and have sought, as far as is consistent with the above established rules, to give effect to the intention of the parties in applying descriptions to property. Johnson v. Schimpf, 197 Cal. 43, 48, 239 P. 401; United Truckmen, Inc., v. Lorentz, 114 Cal.App.2d 26, 29, 249 P.2d 352.

In Calvi v. Bittner, 17 Cal.Rptr. 850, 198 Cal.App.2d 312 (Cal. App. 1961), the California Court of Appeal for the First District held that a reference in the deposit receipt agreement to a parcel as identified on a named map was a sufficient description of the land to be sold. The Court explained that it was not supplying a description to the agreement but merely allowed the description contained therein to be identified by parol evidence with its location upon the ground. Based on the description provided in the agreement, a competent surveyor would have no difficulty in locating the land and establishing its boundaries from the description; thus, the description was sufficient (at 315-317): 

An agreement, the terms of which are not sufficiently certain to make the precise act which is to be done clearly ascertainable, cannot be specifically enforced. (Civ. Code, § 3390.) The essential terms for the sale of land are the parties, the price, the time and manner of payment, and the property to be transferred, described so that it may be identified. (King v. Stanley, 32 Cal.2d 584, 589, 197 P.2d 321.) The description of the property is one of the most essential parts of such an agreement. (Beverage v. Canton Placer Mining Co., 43 Cal.2d 769, 774, 278 P.2d 694.) The reason is said to be that a party obtaining specific enforcement of such a contract is entitled only to a decree compelling the other party to convey the identical property which he agreed to convey, and in order that this may be done the land must be so described that it may readily be identified from such description. (Hines v. Copeland, 23 Cal.App. 36, 39-40, 136 P. 728.)

The law is extremely liberal in favor of the sufficiency of descriptions of land in contracts to convey realty. Much less certainty and particularity of description are required in a contract to sell land than in a deed conveying that land. (Wright v. Wilson Co., Inc., 212 Cal. 569, 573-574, 299 P. [198 Cal.App.2d 316] 521; Russell v. Ramm, 200 Cal. 348, 369-370, 254 P. 532; Johnson v. Schimpf, 197 Cal. 43, 48, 239 P. 401; Diffendorf v. Pilcher, 116 Cal.App. 270, 272, 2 P.2d 430; United Truckmen, Inc. v. Lorentz, 114 Cal.App.2d 26, 29-30, 249 P.2d 352; Ralston v. Demirjian, 86 Cal.App.2d 124, 126-127, 194 P.2d 41.) The description must, however, be such, either in terms or by reference, that the property can be ascertained without resort to parol evidence for the purpose of supplying a description. (Craig v. Zelian, 137 Cal. 105, 106, 69 P. 853; Burge v. Krug, 160 Cal.App.2d 201, 208, 325 P.2d 119; Gordon v. Perkins, 108 Cal.App. 336, 340, 291 P. 644; Simpson v. Schurra, 91 Cal.App. 640, 267 P. 384.) Such parol evidence is admissible only for the purpose of identifying the description contained in the writing with its location upon the ground. (ibid.)

It is well settled that where a deed refers to a map or other instrument with a reference sufficiently certain to identify it, that instrument is regarded as incorporated in the deed as part of it. (Danielson v. Sykes, 157 Cal. 686, 690, 109 P. 87, 28 L.R.A.,N.S., 1024; Troeger v. Fink, 166 Cal.App.2d 22, 24, 332 P.2d 779; Hoffman v. Van Duzee, 19 Cal.App.2d 517, 65 P.2d 1330 [map]; Edwards v. Lewis, 25 Cal.App.2d 168, 172, 76 P.2d 720.) All of these cases just cited involve deeds but, as we have stated, an even more liberal rule is followed by courts of equity in dealing with contracts to sell land.

Here, the complaint alleges that the reference in the deposit receipt agreement to 'AP 73-28-12' is to parcel 12 as shown on page 28 of Book 73, Sonoma County Assessor's Parcel Map, and that this parcel was at all times therein mentioned owned by defendant and is the identical property which defendant offered to sell and plaintiffs agreed to buy under the terms of said

Page 853

agreement; that a particular description of said property is attached to the complaint and is identical to that shown on said assessor's map, as referred to above.

This description is in form a complete legal description of the property. A competent surveyor would have no difficulty in locating the land and establishing its boundaries from this description. This has often been stated to be a test for determining the sufficiency of a description. (Best v. Wohlford, 144 Cal. 733, 738, 78 P. 293; Sequoia Investment Corp. v. Paillard, 135 Cal.App.2d 166, 171, 286 P.2d 857; United Truckmen v. Lorentz, supra, 114 Cal.App.2d 33, 249 P.2d 352; McKevitt v. City of Sacramento, 55 Cal.App. 117, 127, 203 P. 132.)

[198 Cal.App.2d 317] We conclude, therefore, that the main parcel of land, without the exclusion of the two excepted portions, is sufficiently described in the deposit receipt agreement. In so holding, we are not supplying a description to the agreement but are merely allowing the description contained therein to be identified by parol evidence with its location upon the ground. (Craig v. Zelian, supra.)

In the unpublished decision of Perkins v. Royo, C080748 (Cal. App. 2018), the California Court of Appeal for the Third District found that the emails exchanged between the parties' attorneys were sufficient to satisfy the statute of frauds. Substantial evidence supported the trial court's implied finding that the appellant's attorney was acting as her agent when he emailed an offer to transfer land to the plaintiffs and that this email constituted a binding offer that the plaintiffs accepted. Additionally, the Court found that there was a meeting of the minds even though the parties' attorneys conducted the negotiations rather than the parties themselves, and the parties' outward manifestations during the course of negotiations supported a finding of mutual consent (at 21-23): 

Afsaneh also argues that the March 13, 2013, emails fail to comply with the statute of frauds because they do not address the purportedly essential element of a formal writing. Specifically, Afsaneh argues that the parties did not intend for the agreement reflected in the March 13, 2013, emails to become binding until such time as a formal writing was prepared and executed. Afsaneh purports to find support for this argument in Wagner's March 14, 2013, email, which states, "There will only be a contract when the documents are signed." Afsaneh's argument founders on the premise that a formal writing was an essential element of the parties' agreement.

As noted, a memorandum, to satisfy the statute of frauds, must state the essential elements of the contract with reasonable certainty. (Sterlingsupra, 40 Cal.4th at p. 766.) "What is essential depends on the circumstances of the agreement, including the

Page 22

agreement and its context, the subsequent conduct of the parties, and the remedy sought." (House of Prayer vEvangelical Assnfor India (2003) 113 Cal.App.4th 48, 53.) We conclude that a formal writing was not an essential element of the parties' agreement.

A contract need not be formalized in a signed writing to be valid. (Mitchell vExhibition FoodsInc. (1986) 184 Cal.App.3d 1033, 1048.) Rather, oral or written negotiations of the parties " 'ordinarily result in a binding contract when all of the terms are definitely understood, even though the parties intend that a formal writing embodying these terms shall be executed later.' " (Pacific Grove-Asilomar Operating CorpvCounty of Monterey (1974) 43 Cal.App.3d 675, 686, quoting 1 Witkin, Summary of Cal. Law (8th ed.) Contracts, § 102, pp. 103-104; see also Rennick vO.P.T.I.O.NCareInc. (9th Cir. 1996) 77 F.3d 309, 324 ["A manifestation of assent sufficient to conclude a contract is not prevented from doing so because the parties manifest an intention to memorialize their already made agreement in writing"], citing Restatement (Second) of Contracts, § 27 (1981) and Columbia Pictures CorpvDe Toth (1948) 87 Cal.App.2d 620.) Here, the circumstances surrounding the making of the contract convince us that a formal writing was not an essential element of the parties' agreement.

As previously discussed, the parties were racing to reach an agreement before the scheduled tax sale. By the morning of March 13, 2013, the time for formal writings was largely over. With the tax sale scheduled for March 14, 2013, there was little time in which to prepare and execute a formal writing, and the parties' emails give no indication that they intended to attempt one. Although Conway's responding email included an offer to "put together the formal Purchase and Sale Agreement and forward the same to [Wagner] sometime [the following] week," we cannot conclude that the parties intended to make that document an essential element of their agreement, even when we consider Wagner's March 14, 2013, email.

As noted, Wagner's March 14, 2013, email states, "There will only be a contract when the documents are signed to make sure that we have covered the details." Afsaneh

Page 23

argues that Wagner's email should be viewed as one of the writings constituting the memorandum of the parties' agreement, such that Wagner's insistence upon a formal writing was part of the contract. But the timing of the email causes us to reject Afsaneh's argument. We note that Wagner waited until after Perkins and Svoboda had performed their end of the bargain by paying the back taxes to demand a formal writing. We also note that Wagner's ostensible demand for a formal writing would have defeated the entire purpose of the agreement: To save the property from the tax sale. Had the parties intended to make a formal writing a part of their agreement, and taken the time necessary to negotiate and prepare such a writing, they would have missed their opportunity to pay the delinquent taxes and save the property, thereby defeating the very purpose of the agreement.

Nothing in the parties' conduct after the time of contracting suggests they intended such a self-defeating result. To the contrary, the record reveals that Conway circulated a proposed formal agreement on March 22, 2013, to which Afsaneh failed to respond. Afsaneh's nonresponse to the proposed formal agreement raises a reasonable inference that a formal writing was not an essential element of the parties' contract. (Employers Reinsurance CovSuperior Court (2008) 161 Cal.App.4th 906, 921 [" 'The conduct of the parties after execution of the contract and before any controversy has arisen as to its effect affords the most reliable evidence of the parties' intentions' "].) Under the circumstances, we conclude that the March 13, 2013, emails did not fail to address an essential element of the parties' agreement, and are not barred by the statute of frauds.

Authorities:
Cal. Civ. Code § 1550
Cal. Civ. Code § 1624
Bustamante v. Intuit, Inc., 141 Cal. App. 4th 199, 45 Cal. Rptr.3d 692 (Cal. App. 2006)
Sterling v. Taylor, 152 P.3d 420, 55 Cal.Rptr.3d 116, 40 Cal.4th 757 (Cal. 2007)
King v. Stanley, 32 Cal. 2d 584, 197 P.2d 321, 1948 Cal. LEXIS 250 (Cal. September 21, 1948)
Patel v. Liebermensch, 197 P.3d 177, 86 Cal.Rptr.3d 366, 45 Cal. 4th 344 (Cal. 2008)
Beverage v. Canton Placer Min. Co., 43 Cal.2d 769, 278 P.2d 694 (Cal. 1955)
Calvi v. Bittner, 17 Cal.Rptr. 850, 198 Cal.App.2d 312 (Cal. App. 1961)
Perkins v. Royo, C080748 (Cal. App. 2018)