Canales v. Barseghian CA2/4

Filed 10/21/26 Canales v. Barseghian CA2/4 NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for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 This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.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 FOUR RICARDO CANALES, B344117 Plaintiff and Respondent, (Los Angeles County Super. Ct. No. 19GDCV00388) v. NORIK BARSEGHIAN et al., Defendants and Appellants. APPEAL from a judgment of the Superior Court of Los Angeles County, Ashfaq G. Chowdhury, Judge. Affirmed. AJK Law Firm and Ara Joe Keropian for Defendants and Appellants. Lane M. Nussbaum for Plaintiff and Respondent.  INTRODUCTION Here we decide the trial court did not err in finding defendants and appellants Norik Barseghian and his wife, Rita Gharibians (collectively, appellants) guarantors of a commercial lease. The commercial lease at issue was entered into between plaintiff and respondent landlord Richard Canales and Ideal Kitchen Supply, Inc. (Ideal Kitchen), a nonparty to the appellate proceedings. The lease included a personal guaranty and appellants, the principals of Ideal Kitchen, were listed as guarantors. In a prior unlawful detainer proceeding, the trial court determined Ideal Kitchen breached the lease but did not reach the issue of damages. Canales subsequently filed a complaint for damages against appellants as guarantors. The trial court conducted a two-day bench trial, found no ambiguity in the lease, and ruled appellants were guarantors. Alternatively, treating the lease as ambiguous, the court found appellant Barseghian was not a credible witness and decided that the evidence at trial supported holding appellants to the guaranty. On appeal, appellants do not argue the lease agreement was ambiguous. They nevertheless contend that the trial court erred in finding them to be guarantors. Appellants also assert that the trial court should have granted their motion in limine to exclude evidence and argument related to the execution of the guaranty. These contentions lack merit and we therefore affirm the judgment. FACTUAL AND PROCEDURAL BACKGROUND I. Commercial Lease Agreement Canales is the trustee of the Canales Family 1987 Trust, which owns a warehouse located at 701 W. Broadway in Glendale, California (the property). 2 Canales manages the property with his son, Anthony.1 In 2018, the property was listed for rent. In June 2018, the listing agents were contacted by Barseghian, who was interested in leasing the property on behalf of his company, Ideal Kitchen. After speaking with Barseghian, the listing agents sent over a proposal to lease, which included a “personal guarantee from all principals.” The listing agents notified Barseghian that Canales “need[ed] the personal guarantees to make this work.” Ideal Kitchen presented a counteroffer, “approved and agreed [to by] Barseghian [as] lessee,” which included “personal guarantees from all principals of the corporation [i.e., appellants].” It is undisputed the guaranty had always been part of the negotiations. The listing agents then asked for, and Barseghian provided, “personal tax returns and financial information for the personal guarantee.” Approval of the final lease was subject to a credit check of the guarantors. At no point did Barseghian object to the guaranty. Once the lease application was approved, a draft lease agreement that included a two-page guaranty was sent to Barseghian for review. Appellants were to confirm they were “okay with everything in the lease” and “if they have any questions or comments, [to] address those before” finalizing the lease. In July 2018, a written commercial lease agreement for the property was executed by Canales and Ideal Kitchen. The lease term was for five years and one month, commencing in August 2018, with a base rent of $13,275 a month. The lease identified both Barseghian and Gharibians as guarantors: “The obligations of the Lessee under this Lease are to be guaranteed by Norik Barseghian and Rita Gharibians (‘Guarantor’).” Additionally, the lease included an addendum identified as the guaranty. Appellants initialed each page of the lease agreement and signed their names on the last page. Like the lease, the guaranty listed appellants as guarantors. The guaranty states, in part, that the “Lessor would not execute the Lease if Guarantors did not execute and deliver to Lessor this Guaranty of Lease.” 1 Because Anthony shares the same surname as his father, we refer to him by his first name only. We mean no disrespect. 3 The parties affixed their initials to each page of the two-page guaranty. However, appellants did not sign at their designated signature block on the second page. This omission was not noticed by the listing agents. One of the listing agents testified that the purpose of the “lines for initials in the bottom left corner or the bottom right corner of the [lease] on each page,” was “to affirm from each party to the lease that they’ve reviewed and understand and agree to each page.” During the lease term, Anthony addressed Barseghian as a guarantor without any objection by Barseghian. II. Unlawful Detainer Action Less than a year after executing the lease, Canales brought an unlawful detainer action against Ideal Kitchen for possession of the property. In May 2019, the unlawful detainer court granted summary judgment in favor of Canales as to the breach of the lease but not as to damages. The court established Ideal Kitchen’s liability for the breach of contract yet declined to make a ruling as to any particular amount of damages. Ideal Kitchen subsequently turned over possession of the property to Canales. III. Operative Complaint In June 2019, Canales filed the operative complaint against appellants,2 requesting damages for Ideal Kitchen’s breach. The complaint alleged appellants were guarantors of the lease agreement. Judge Ralph C. Hofer presided over the case. On April 18, 2022, the trial court issued a tentative ruling granting appellants’ motion in limine (No. 1) to exclude evidence and argument related to appellants’ execution of the guaranty. The court also issued a tentative 2 Ideal Kitchen was also a named defendant in the action. When Ideal Kitchen did not appear at trial, the court conducted a default prove-up and ultimately entered judgment for Canales against Ideal Kitchen for past rent due in the amount of $748,241 and interest of $52,326 for a total of $800,567. 4 ruling on its own motion based on the pleadings under Code of Civil Procedure section 438, subdivision (c)(ii).3 The tentative found “the guaranty was not signed by any of these [appellants]. The guaranty is not part of the lease or any of the addendums. [Appellants] were not named as defendants . . . in the original unlawful detainer [action].” However, the tentative did not make a finding “as to whether or not the guaranty is enforceable as a stand- alone document.” Therefore, the court stated that it was inclined to dismiss appellants. The next day, Canales filed a request to dismiss the action without prejudice. The dismissal was entered as requested the same date. Appellants filed an objection to Canales’s request for dismissal. They argued Canales lost his right to voluntarily dismiss the action against appellants without prejudice after the court announced its tentative ruling on the motion in limine and after the commencement of trial. The trial court rejected appellants’ argument, finding that “trial had not begun,” as “there was no opening statement and no witness was sworn.” IV. Prior Appeal An appeal followed the trial court’s order dismissing the action against appellants without prejudice. This court construed the appeal as a petition for writ of mandate. We agreed with appellants that the court was precluded from dismissing appellants without prejudice because Canales’s request occurred “[a]fter the actual commencement of trial” under section 581, subdivision (e). Therefore, the trial court was only permitted to dismiss appellants with prejudice, absent a showing of good cause. Accordingly, this court granted the petition for writ of mandate and directed the trial court to set aside the dismissal without prejudice and allow Canales to either dismiss the complaint against appellants with prejudice or proceed to trial. (Canales v. Superior Court (Nov. 16, 2023, B321796, B322748) [nonpub. opn.].) V. Bench Trial 3 All further statutory references are to the Code of Civil Procedure unless otherwise stated. 5  Upon issuance of the remittitur, the trial court granted appellants’ peremptory challenge of Judge Hofer, and the case was reassigned to Judge Ashfaq G. Chowdhury. Appellants again filed a motion in limine (No. 1) to exclude evidence and argument related to the execution of the guaranty. Appellants argued, in part, that “the law of the case doctrine bars [Canales] from rehashing the issue of whether [appellants] . . . . executed the guaranty.” Appellants noted that Judge Hofer’s prior tentative ruling “publicly announced its opinion on the merits of [Canales’s] case against [appellants] . . . that they had not signed the guaranty [and] that [appellants’] [motion in limine] No. 1 was dispositive.” The trial court denied the motion in limine without prejudice. The court explained that it did “not consider itself bound by any specific ruling made by Judge Hofer.” The court noted that appellants were free to renew the motion at a later time. The parties stipulated to, and the trial court conducted, a two-day bench trial. In its statement of decision, the court noted that it was undisputed Ideal Kitchen breached the lease agreement. The court found that under the lease documents (including the guaranty), appellants were guarantors. The court further found that, even assuming the documents were ambiguous, the evidence at trial established definitively that appellants were guarantors. Finally, the court found Barseghian’s testimony not credible and noted that Gharibians did not testify at all. Accordingly, judgment was entered against appellants and in favor of Canales. Appellants timely appealed. DISCUSSION I. Lease Agreement On appeal, appellants do not dispute the trial court’s ruling that the lease agreement was unambiguous. Instead, appellants contend the court erred in ultimately finding they were liable as guarantors. 6  Appellants’ challenge requires us to interpret the lease. A lease agreement is subject to the general rules governing contract interpretation. (ASP Properties Group, L.P. v. Fard, Inc. (2005) 133 Cal.App.4th 1257, 1269 (ASP Properties).) We interpret contracts “to give effect to the mutual intention of the parties as it existed at the time of contracting.” (Civ. Code, § 1636.) “The ‘clear and explicit’ meaning of these provisions, interpreted in their ‘ordinary and popular sense,’ ... controls judicial interpretation.” (ASP Properties, supra, at p. 1269.) “The test of admissibility of extrinsic evidence to explain the meaning of a written instrument is not whether it appears to the court to be plain and unambiguous on its face, but whether the offered evidence is relevant to prove a meaning to which the language of the instrument is reasonably susceptible.” (Pacific Gas & E. Co. v. G.W. Thomas Drayage etc. Co. (1968) 69 Cal.2d 33, 37.) The trial court’s construction of a contract presents a question of law we review de novo. (Parsons v. Bristol Development Co. (1965) 62 Cal.2d 861, 865; see Wolf v. Superior Court (2004) 114 Cal.App.4th 1343, 1351.) “The trial court’s ruling on the threshold determination of ‘ambiguity’ (i.e., whether the proffered evidence is relevant to prove a meaning to which the language is reasonably susceptible) is a question of law, not of fact.” (Winet v. Price (1992) 4 Cal.App.4th 1159, 1165 (Winet).) When a contract is ambiguous and its interpretation requires assessing the credibility of properly admitted but conflicting extrinsic evidence, however, interpreting the contract is a question of fact. (City of Hope National Medical Center v. Genentech, Inc. (2008) 43 Cal.4th 375, 395; Winet, supra, at pp. 1165–1166.) If the extrinsic evidence conflicts, we uphold any reasonable construction supported by substantial evidence. (ASP Properties, supra, 133 Cal.App.4th at pp. 1267-1268, fn. 4.) Here, the most reasonable interpretation of the lease agreement is that appellants signed as guarantors. The absence of signatures on the second page of the guaranty is not dispositive as the document must be considered as a whole. The lease is clear, on the first page, and on the guaranty page, which appellants initialed, that appellants were named as guarantors. Appellants assert they initialed the guaranty on behalf of Ideal Kitchen, not in their personal capacities. As aptly put by the trial court, 7 “This argument is confusing on its face.” There is no indication from the lease documents that appellants were signing in their official capacities. Moreover, California law provides that a “director, officer or other agent, singing a corporate contract containing a promise in the proper form for an individual, is not relieved from personal liability by the addition to his name of terms such as ‘director,’ ‘president’ or the like. These terms are regarded merely as description personae, that is, a term descriptive of the person rather than the relationship in which he signs the agreement.” (Sebastian International, Inc. v. Peck (1987) 195 Cal.App.3d 803, 808.) Appellants entered into the lease that clearly set forth their personal guaranty, notwithstanding the reference to “Lessee” in the signature line. Thus, appellants may be held personally liable for their contractual obligation. We agree with the trial court’s assessment that appellants’ “avoidance of personal liability as guarantors suffers . . . from being too clever by half.” Appellants further assert that the guaranty was not part of the lease and is a wholly separate document. We disagree. “Several contracts relating to the same matters, between the same parties, and made as parts of substantially one transaction, are to be taken together.” Civ. Code, § 1642.) The guaranty was expressly referenced in the lease and attached as an addendum, and the lease was conditioned upon the execution of the guaranty. Likewise, the guaranty expressly referenced the lease it was attached to and conditioned upon. Both were executed at the same time by appellants. Therefore, the guaranty and lease should be read together as one contract, executed by appellants. (See Boteler v. Conway (1936) 13 Cal.App.2d 79, 82 [“Where a contract and a guaranty of performance thereunder are entered into at the same time, they are properly read and interpreted as an entire contract”]; see also Cates Construction, Inc. v. Talbot Partners (1999) 21 Cal.4th 28, 39-40 [“where a bond incorporates another contract by an express reference thereto, ‘the bond and the contract should be read together and construed fairly and reasonably as a whole’ ”].)4 4 We reject appellants’ contention that they are not guarantors because “the lease does not identify [appellants] . . . as parties to the lease.” Appellants cite no legal authority to support this proposition. 8  As previously noted, appellants fail to address the court’s alternative finding that even assuming the lease was ambiguous, “the evidence at trial establishes definitively . . . . that [appellants] are bound as guarantors.” In any event, substantial evidence supports that finding. The testimony at trial demonstrated appellants were fully aware that the lease terms included their personal guaranty. The listing agents told appellants that Canales conditioned the execution of the lease on a personal guaranty. Canales requested, and appellants provided, their personal tax returns and financial information. The personal guaranty remained a constant and unchanged term during the negotiations and was never objected to by appellants. Barseghian testified that he could not be held to the guaranty “simply because he did not read the documents.” The court not only found this “argument bordering . . . on the frivolous,” it found Barseghian’s testimony not credible. The court further stated, “Few rules are more foundational than the rule that failing to read a contract one signs does not allow one to avoid the effects of that contract.” (Brown v. Wells Fargo Bank, N.A. (2008) 168 Cal.App.4th 938, 959; Desert Outdoor Advertising v. Superior Court (2011) 196 Cal.App.4th 866, 872.) We defer to the trial court’s credibility determination. (DeNike v. Mathew Enterprise, Inc. (2022) 76 Cal.App.5th 371, 382.) II. Motion in Limine Lastly, appellants contend the trial court erred in denying their motion in limine to exclude evidence and argument related to the execution of the guaranty. Appellants argue that Judge Hofer’s tentative ruling on their prior motion in limine is in some way binding. Like the trial court, we are not persuaded. Judge Hofer never adopted his tentative. “[A] trial court’s tentative ruling is not binding on the court,” and a court may change its ruling until such time as the ruling is reduced to writing and becomes the final order of the court. (Silverado Modjeska Recreation & Parks Dist. v. County of Orange (2011) 197 Cal.App.4th 282, 300.) Moreover, in limine rulings are not binding; they are subject to reconsideration upon full information at trial. 9 (Cristler v. Express Systems, Inc. (2009) 171 Cal.App.4th 72, 90, fn. 6.) Appellants cite no legal authority to the contrary. As noted by the trial court, “[t]here appears to be no case law . . . supporting the position that a tentative [ruling] as to a motion in limine issued by one judge (but never adopted by . . . that judge) is binding on a later judge who inherits the case after the party urging the application of the first judge’s tentative decision files a peremptory challenge to the first judicial officer.” Therefore, we conclude the trial court acted well within its authority in denying appellants’ motion in limine. DISPOSITION The judgment is affirmed. Canales is awarded his costs on appeal. NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS ZUKIN, P. J. We concur: MORI, J. TAMZARIAN, J. 10