Court of Appeal, Second District, Division 8, California.

MANIFEST DESTINY TRANSPORT CORPORATION et al., Plaintiffs, Cross-defendants and Respondents,

v.

SOUTH BAY FREIGHT SYSTEM, LLC, Defendant, Cross-complainant and Appellant.

B320893

|

(Consol. w/ B322739)

|

B334223

|

Filed September 30, 2024

CONSOLIDATED APPEALS from a judgment and orders of the Superior Court of Los Angeles County, Barbara M. Scheper, Judge. Affirmed. Los Angeles County Super. Ct. No. BC661231

Attorneys and Law Firms

Anderson, McPharlin & Conners and Kenneth D. Watnick for Defendant, Cross-complainant and Appellant.

Chen Horwitz & Franklin, John H. Horwitz; Kluewer Law and Joshua T. Kluewer for Plaintiffs, Cross-defendants and Respondents.

Opinion

STRATTON, P. J.

*1 Pursuant to a written contract, South Bay Freight System, LLC (SB Freight) received cargo delivery services totaling more than $500,000, but it refused to pay for these services, citing an unrelated cargo loss valued at significantly less than the unpaid amount. The trial court ordered SB Freight to pay the unpaid invoices, and because of SB Freight’s unclean hands, refused to order an offset of, or an award of, the value of the cargo loss. SB Freight appeals. The trial court then awarded attorney fees to the prevailing party. SB Freight appeals. The trial court later ordered SB Freight to provide further responses to judgment debtor discovery requests and imposed sanctions against SB Freight for its discovery conduct. SB Freight appeals. In all respects, we affirm.

FACTS AND PROCEDURAL HISTORY

As required by the rules of appellate procedure, we state the facts in the light most favorable to the judgment. (Orthopedic Systems, Inc. v. Schlein (2011) 202 Cal.App.4th 529, 532, fn. 1.)

Spouses Chan Tran and Loan Pham owned and operated MD Transport, a cargo delivery business. MD Transport contracted with owner-operators of trucks to lease their equipment to, and to make deliveries for, MD Transport. Tran incorporated Manifest Destiny Transport Corporation (MDTC) in 2010. MDTC did business as MD Transport.

MD Transport began carrying cargo for SB Freight in approximately 2010. Over time, SB Freight sent MD Transport increasing numbers of loads for delivery. As the business grew and MD Transport took on more truck operators, Tran created a number of trucking companies to contract with the operators. Each of these companies operated under the MD Transport umbrella: Tran testified he “operate[d] multiple compan[ies] under [the] same business.” All the companies used a single phone number and a single bank account. Companies operating under the MD Transport umbrella included MDTC, Oso Trucking, Pride Freight Express, Proline Transport, Savand Trucking, Vista Freight, Zenith Freight, and Southwest Excellent Movers (SEM).

Between 2010 and 2016, MD Transport and SB Freight did business without a written contract. When SB Freight wanted MD Transport to deliver a load, SB Freight employee Frank Shen requested the delivery by phone or text to Tran or Pham. Once Tran identified an available driver, he gave Shen the driver’s name, the trailer number, and the name of the trucking company for which the driver worked. The names of the trucking companies were clearly visible on the sides of the trucks, and Tran provided the trucking company information to Shen so Shen could easily spot which of the trucks at SB Freight’s large warehouse was picking up the load in question. Shen understood the companies were MD Transport’s various companies.

The charge for the deliveries was agreed upon between MD Transport and SB Freight in advance. When deliveries were completed, the drivers provided MD Transport with verification, and MD Transport paid them their share of the agreed-upon rate. Approximately every 30 days, Tran met with Shen and presented an invoice or invoices on MD Transport letterhead that included all loads delivered by all its companies’ drivers during that time frame. SB Freight then paid MD Transport for the completed deliveries by all MD Transport companies.

*2 Between 2010 and 2016, MD Transport carried more than 10,000 loads for SB Freight without any issues. As of 2016, MD Transport had roughly 140 to 160 drivers and carried 80 to 90 loads per week for SB Freight. More than 90 percent of MD Transport’s business was handling SB Freight’s shipments. Tran trusted SB Freight to the point that he shared with SB Freight a list of his drivers and their phone numbers; this was not his usual practice.

In July 2016, at SB Freight’s request, Tran entered into a written contract with SB Freight, the Transportation Brokerage Agreement. Tran wrote in “MD Transport” as the carrier and signed the contract as the president of MD Transport. By “MD Transport,” Tran meant “Manifest Destiny and all of MD Transport[’s] children compan[ies],” the individual trucking companies under the MD Transport umbrella. Business practices between the parties did not change after the agreement was executed.

Before January 20, 2017, Tran ordered GPS systems he planned to install in the trailers. James Lin, the president and managing director of SB Freight, advised Tran that he would install GPS in the trailers, so Tran returned the devices he had purchased. SB Freight represented to MD Transport that it had installed GPS devices in the trailers. Also before January 20, 2017, Lin proposed purchasing MD Transport from Tran and Pham, but they declined because they were offended by the way Lin spoke of using money to control drivers and they thought he was not a good person.

On January 20, 2017, Shen contacted Tran and Pham and requested a driver to deliver a load from Samsung to Farmingdale, New York. Pham agreed. SB Freight instructed that the load was to be picked up that day in Ontario, California and delivered in New York the following Wednesday. The selection of a Wednesday delivery date meant that instead of the team of drivers driving straight through to New York without stopping, which would get them to the delivery point on Tuesday, the cargo would have to be parked overnight somewhere to delay the delivery by one day. Tran alerted Shen that this was a team delivery and asked him to reschedule the delivery for Tuesday morning. SB Freight refused.

MD Transport driver Simon Wong was assigned the delivery. Wong picked up the load from Samsung on the evening of January 20, 2017. Although Wong was supposed to drive at least 200 miles before stopping, Wong instead decided to park his truck and the loaded trailer in a truck yard operated by Tran. The truck yard was fenced in, with the only access point a gate that was staffed by a security guard 24 hours a day. Wong was authorized to use the yard and paid to park his truck there. No thefts had occurred at the yard since the 24-hour guard had been hired. When Wong returned the following day to pick up the load and start out for New York, the truck and loaded trailer were gone.

Tran reported the theft to SB Freight and asked it to access the GPS tracking device it had installed in the hope that the load could be located. Shen responded that the GPS was not working. Tran learned later that the GPS had been cut off weeks before the theft. The truck was eventually found empty. Tran believed he had $250,000 in insurance coverage to pay this loss; however, the insurance claim for the loss was denied.

Immediately after the theft, Lin informed Tran he could not do business with MD Transport until the investigation of the theft was complete. Tran offered to allow SB Freight to deduct $250,000 from the outstanding balance owed by SB Freight to MD Transport to cover the loss of the load. SB Freight did not respond.

*3 On February 2, 2017, Lin told Tran that Tran’s company was worthless and Tran should turn it over to Lin. That same day, at Lin’s direction, Shen used the driver contact list provided by MD Transport to text MD Transport’s drivers in an attempt to recruit them to SB Freight. In addition, SB Freight refused to pay MD Transport’s outstanding invoices. At the time of the theft, SB Freight owed MD Transport over $1 million in unpaid invoices. Months later SB Freight paid some of the invoices, but there remained an outstanding balance of $505,995.03.

SB Freight never again sent MD Transport any loads to deliver. MD Transport lost more than half its drivers once SB Freight stopped sending loads to MD Transport.

MD Transport sued SB Freight for the amount of the unpaid invoices, and asserted other claims.¹ SB Freight cross-complained, alleging breach of contract and other causes of action.² After a court trial, the court expressly found Tran’s testimony credible and Lin’s testimony not credible. The court awarded the amount of the unpaid invoices plus prejudgment interest, costs, and attorney fees, to the plaintiffs, doing business as MD Transport, and payable to MD Transport or MDTC, on behalf of MD Transport.³ Because SB Freight had acted with unclean hands, the court denied SB Freight recovery of, or an offset for, the value of the lost load. SB Freight appealed the judgment (Case No. B320893) and the attorney fee award of $146,160.50 (Case No. B322739). These two appeals were later consolidated for all purposes.

While those appeals were pending, MD Transport engaged in judgment creditor discovery, propounding to SB Freight special interrogatories and requests for production that it followed with a motion to compel further responses. The court granted the motion to compel and awarded $9,679.50 in sanctions because of SB Freight’s evasive responses and unsuccessful opposition to the motion to compel. SB Freight appeals this order in case No. B334223.

DISCUSSION

I. Arguments Premised on the Interpretation of “MD Transport” in the Contract

Several of SB Freight’s arguments turn on the trial court’s interpretation of the meaning of the term “MD Transport” as used in the written contract, which SB Freight contends was erroneous. We consider this issue first, and then the arguments on appeal based upon the interpretation of the term.

A. Contract Interpretation

*4 The carrier identified in the Transportation Brokerage Agreement was “MD Transport,” and Tran signed the contract on behalf of MD Transport. Before trial, the trial court found the term “MD Transport” ambiguous because it was reasonably susceptible to multiple interpretations. (Joseph v. City of Atwater (2022) 74 Cal.App.5th 974, 982 [“The threshold question when interpreting a written contract is whether its text is ambiguous—that is, reasonably susceptible to more than one interpretation”].) SB Freight argued “MD Transport” was an abbreviation for only one company, MDTC, and therefore the other companies were neither parties to the written contract nor authorized to carry loads for SB Freight. MDTC argued “MD Transport” was a shorthand term that encompassed the several small trucking companies under the umbrella of MD Transport. MDTC contended all the MD Transport companies were known to SB Freight and authorized to carry loads for it.

The trial court ruled it required testimony to resolve the meaning of this contract term and would make its determination based in part on credibility. At trial, the court received conflicting evidence about the meaning of the term. At the conclusion of the trial, the court summarized the evidence presented and made detailed findings of fact and determinations of credibility to support its conclusion that the term “MD Transport,” as used in the Transportation Brokerage Agreement, included all companies under the MD Transport umbrella that provided cargo delivery services to SB Freight.

“ ‘When the competent extrinsic evidence is in conflict, and thus requires resolution of credibility issues, any reasonable construction [following a trial] will be upheld if it is supported by substantial evidence.’ ” (Kim v. TWA Construction, Inc. (2022) 78 Cal.App.5th 808, 831.) “ ‘[I]t is presumed that the evidence is sufficient to support [the trier of fact’s] factual findings, and it is the appellant’s burden to demonstrate that it does not …. And in furtherance of that burden, the appellant must fairly summarize the facts in the light favorable to the judgment.’ [Citation.] ‘To overcome the trial court’s factual findings,’ the appellant is ‘ “ ‘required to set forth in [their] brief all the material evidence on the point and not merely [their] own evidence. Unless this is done the error is deemed to be [forfeited].’ ” ’ ” (Symons Emergency Specialties v. City of Riverside (2024) 99 Cal.App.5th 583, 598 (Symons).)

In its written decision after trial, the court discussed the witness testimony, found Tran credible and Lin not credible, and explicitly referred to specific testimony and multiple exhibits in support of its interpretation of the contract. Yet the summary of facts set forth in SB Freight’s opening brief fails to specifically reference, let alone present a fair summary of, this evidence. Even when arguing the court erred in its interpretation of the contract, SB Freight makes no reference to the evidence upon which the trial court relied and the credibility determinations it made. SB Freight’s failure to fairly summarize the evidence at trial forfeits its challenge to the trial court’s interpretation of the contract.

SB Freight also argues the trial court’s interpretation of the contract should be reversed because it purportedly conflicts with allegations made in the operative and superseded complaints and a phrase in a declaration submitted in opposition to a motion for summary judgment. SB Freight asserts that Barsegian v. Kessler & Kessler (2013) 215 Cal.App.4th 446, 451, establishes that “[a]llegations in a complaint ‘ “are conclusive concessions of the truth of those matters, are effectively removed as issues from the litigation, and may not be contradicted, by the party whose pleadings are used against him or her.” ’ ” But the Barsegian court actually rejected such a categorical rule, stating that “not every factual allegation in a complaint automatically constitutes a judicial admission.” (Id. at p. 452.) SB Freight has not offered analysis or argument demonstrating the allegations in question actually constituted judicial admissions under the Barsegian analysis, nor has it provided any authority supporting its assertion that an allegation in a later complaint somehow controls or dictates the trial court’s interpretation of an ambiguous term in an earlier contract. Similarly, we are not convinced that the Tran declaration’s passing reference to the contract as “the January 1, 2016 Transportation Brokerage Agreement between MDT and SB Freight” constitutes a binding admission by Tran that “MD Transport” was limited to MDTC, and SB Freight provides no supporting analysis or authority to support this contention.⁴ SB Freight has not established error. (Boyle v. CertainTeed Corp. (2006) 137 Cal.App.4th 645, 649–650 [party asserting trial court error may not rest on the bare assertion of error but must present argument and legal authority on each point raised].)

B. Standing Arguments

*5 SB Freight argues “MDTC and/or ‘MD Transport’ did not have standing to pursue monies allegedly owed to SEM, Vista, or any other company.” Specifically, SB Freight claims (1) it has no responsibility to pay the invoices for the deliveries performed by Vista because that corporation was later suspended and lacked capacity to sue; (2) it has no liability for the deliveries performed by SEM because SEM was not named as a plaintiff; (3) as there was no evidence MDTC had been assigned recovery rights by the individual companies, only those companies could sue and recover for the unpaid invoices, and MDTC lacked standing to sue for money owed to the individual companies; and (4) the trial court’s ruling that MDTC could recover for damages suffered by the individual companies constituted an improper use of the alter ego doctrine to pierce the companies’ corporate veil.

None of these contentions is factually accurate: the trial court never ruled Vista could sue despite being suspended, SEM could recover even though it was not a plaintiff, or MDTC had standing under any doctrine to pursue money that was actually owed to other companies. Instead, the court interpreted the ambiguous term “MD Transport” in the parties’ contract as a general term encompassing the businesses that operated together as a single entity to provide the contracted services to SB Freight, and it concluded that MD Transport entered into the contract, provided the services contemplated by the contract, billed SB Freight under the MD Transport name regardless of which MD Transport company made the deliveries, and was damaged when SB Freight withheld payment of more than $500,000 it owed MD Transport for services provided. It found Vista’s later suspension did not relieve SB Freight from its obligation to pay MD Transport for the completed deliveries, and it was irrelevant that SEM was not a plaintiff because SEM made deliveries under the MD Transport umbrella, SB Freight knew SEM was an MD Transport company carrying loads consigned to MD Transport, deliveries made by SEM were invoiced to SB Freight by MD Transport along with all the other invoices for completed deliveries, and prior invoices for SEM deliveries were paid by SB Freight without dispute. MD Transport was the real party in interest. (Code Civ. Proc., § 367.) SB Freight has not established standing error.

C. Double Brokering

Section 16 of the Transportation Brokerage Agreement prohibits the “Carrier,” identified elsewhere in the contract as MD Transport, from subcontracting, brokering, or arranging for freight to be transported by a third party without SB Freight’s written consent. SB Freight contends the trial court “misinterpreted Section 16 based on the purported ‘history of the business relationship’ ” and “appears to have concluded” that Shen waived Section 16 of the Agreement. The trial court’s decision shows it did neither. Rather, having interpreted the Transportation Brokerage Agreement such that the entity listed as the “Carrier,” MD Transport, “covers all of the companies under the MD Transport umbrella that provided cargo delivery services to SB Freight,” the court applied Section 16 and found that because “[a]ll of the cargo deliveries at issue in this case were carried by companies under the umbrella of MD Transport,” the use of the various MD Transport companies to carry loads for SB Freight did not constitute subcontracting or double brokering. SB Freight’s arguments to the contrary depend on MD Transport meaning only MDTC, but as discussed above, SB Freight failed to demonstrate error in the trial court’s interpretation. SB Freight has not established error.

II. Payments to Drivers

SB Freight argues the trial court erred in awarding damages in the full amount of the invoices for the transport services provided to SB Freight in the absence of evidence that MD Transport actually paid its owner-operators pursuant to its separate contracts with those owner-operators. The court found the question of payments to the owner-operators irrelevant, and we agree as a matter of law.

*6 “Damages awarded to an injured party for breach of contract ‘seek to approximate the agreed-upon performance.’ [Citation.] The goal is to put the plaintiff ‘in as good a position as he or she would have occupied’ if the defendant had not breached the contract. [Citation.] In other words, the plaintiff is entitled to damages that are equivalent to the benefit of the plaintiff’s contractual bargain.” (Lewis Jorge Construction Management, Inc. v. Pomona Unified School Dist. (2004) 34 Cal.4th 960, 967–968.) “ ‘Where a contract to deliver property and render services has been performed and the purchaser fails to comply with the terms of the contract, the contract price is the measure of damages, as it accurately represents the extent of the vendor’s loss.’ ” (U. S. Industries, Inc. v. Vadnais (1969) 270 Cal.App.2d 520, 529.)

SB Freight contracted to pay MD Transport an agreed-upon rate for cargo transport. That transport was provided. There was no evidence or contention the unpaid invoices were inaccurate, the services were not rendered, or that the invoices reflected anything other than the completed performance of the specified deliveries at the agreed-upon rate. As MD Transport fully performed the invoiced services, SB Freight was obligated to pay for those services, and its failure to pay damaged MD Transport. The benefit of MD Transport’s contractual bargain, and the monetary amount that placed it in as good a position as it would have occupied if SB Freight had not breached the contract, was $505,995.03, the total amount of the unpaid invoices.⁵

III. Liability for Full Value of Samsung Load

Section 11 of the Transportation Brokerage Agreement capped the carrier’s liability at $250,000 for loss or damage resulting from ordinary negligence. However, the cap did not apply to claims “arising from any reckless, dishonest or illegal acts of Carrier’s employee or agent.” “ ‘Recklessness’ refers to a subjective state of culpability greater than simple negligence, which has been described as a ‘deliberate disregard’ of the ‘high degree of probability’ that an injury will occur[.] [Citations.] Recklessness, unlike negligence, involves more than ‘inadvertence, incompetence, unskillfulness, or a failure to take precautions’ but rather rises to the level of a ‘conscious choice of a course of action … with knowledge of the serious danger to others involved in it.’ ” (Delaney v. Baker (1999) 20 Cal.4th 23, 31–32.) “ ‘ “ ‘Dishonesty’ necessarily includes the element of bad faith. As defined in the dictionaries and in judicial decisions, it means fraud, deception, betrayal, faithlessness…. ‘ “Dishonesty” denotes an absence of integrity; a disposition to cheat, deceive, or defraud; deceive and betray.’ ” ’ ” (Lone Star Security & Video, Inc. v. Bureau of Security & Investigative Services (2012) 209 Cal.App.4th 445, 458.)

In the trial court, SB Freight argued MD Transport was liable for the full value of the stolen Samsung load because it acted recklessly and dishonestly. The trial court found “the evidence offered at trial and the arguments of counsel do not support a finding of recklessness, dishonesty, or illegal acts on the part of MD Transport’s employees or agents.” SB Freight argues this finding should be reversed because there was no substantial evidence to support it. However, when “the trier of fact has expressly or implicitly concluded that the party with the burden of proof did not carry the burden and that party appeals, it is misleading to characterize the failure-of-proof issue as whether substantial evidence supports the judgment…. [¶] Thus, where the issue on appeal turns on a failure of proof at trial, the question for a reviewing court becomes whether the evidence compels a finding in favor of the appellant as a matter of law. [Citations.] Specifically, the question becomes whether the appellant’s evidence was (1) ‘uncontradicted and unimpeached’ and (2) ‘of such a character and weight as to leave no room for a judicial determination that it was insufficient to support a finding.’ ” (In re I.W. (2009) 180 Cal.App.4th 1517, 1528, disapproved on other grounds by Conservatorship of O.B. (2020) 9 Cal.5th 989, 1011–1012.)

A. Wong

*7 SB Freight challenges as “contrary to the terms of the Agreement and [the] evidence” the trial court’s finding that it was reasonable for Wong, the driver who picked up the Samsung load, to have parked the load overnight at a truck yard that was 10 miles from Samsung’s warehouse. SB Freight proceeds to describe only evidence favorable to its conclusion that Wong’s conduct was unreasonable and ignores the evidence upon which the court expressly relied to conclude that Wong’s conduct was reasonable under the circumstances. “ ‘A party who challenges the sufficiency of the evidence to support a particular finding must summarize the evidence on that point, favorable and unfavorable, and show how and why it is insufficient. [Citation.]’ [Citation.] Where a party presents only facts and inferences favorable to his or her position, ‘the contention that the findings are not supported by substantial evidence may be deemed waived.’ ” (Schmidlin v. City of Palo Alto (2007) 157 Cal.App.4th 728, 738 (Schmidlin).)

Even if the issue were not forfeited, we would find no error. Despite Tran’s efforts to reschedule the delivery so no overnight stop would be necessary, SB Freight’s delivery instructions meant Wong would have to make an overnight stop after picking up the load. Given that the cargo would have to be parked somewhere overnight, the trial court found it was not a reckless, dishonest, or illegal act sufficient to lift the maximum liability limit set forth in Section 11 of the Transportation Brokerage Agreement for Wong to resolve the overnight stop dilemma by parking the truck overnight at the nearby gated and guarded Tran truck yard where he already rented space for parking. This finding was supported by substantial evidence.

SB Freight asserts Wong’s decision to park his truck at the truck yard was reckless and dishonest because the Transportation Brokerage Agreement required the carrier to follow SB Freight’s standard operating procedures, which required drivers of high value loads to drive at least 200 miles from the point of pickup. To that end, Wong signed a Driver Checklist instructing drivers to “immediately depart and not stop within 200 miles of pickup, unless it is to their final destination,” and that out-of-state shipments originating in California should not stop until they have left California. This evidence is not of such a character and weight as to leave no room for a judicial determination that it was insufficient to support a finding of recklessness or dishonesty.

SB Freight hyperbolically describes the court’s finding that Wong’s conduct did not rise to the level of recklessness or dishonesty as “an improper attempt to modify, rewrite or subtract terms and conditions from the Agreement.” Just because SB Freight disagrees with the court’s conclusion does not mean the court was dismantling or altering the contract. And SB Freight does not identify any statement of the trial court in which it purported to modify the parties’ agreement.

B. Guzman

The trial court found the conduct of the security guard at the truck yard, Jorge Guzman, may have been negligent or incompetent, but it did not rise to the level of dishonesty, recklessness, or illegality. SB Freight asserts this finding was contrary to the evidence. Because access to the truck yard was limited to only authorized individuals, Guzman must have opened the gate to allow the thief to enter and exit the yard. SB Freight asserts this means one of two things: Guzman worked with the person who stole the Samsung load, or Wong or a colleague stole the load. Either interpretation, SB Freight asserts, shows MDTC’s representatives were dishonest or reckless. SB Freight notes the inaccurate freight log included the correct seal number for the stolen load, which could be located either on the bill of lading or the seal on the truck, and it contends there is “no innocent explanation” for how Guzman could record that number but not know who entered the truck yard, took the Samsung load, and left through the manual gate he opened. Finally, SB Freight asserts that the various conflicting accounts for what happened the night of January 20, 2017, “showed that at least one of MDTC’s representatives was dishonest.”

*8 SB Freight ignores the third possibility, accepted by the trial court, that the established screening, identification verification, and logging procedures were not followed; and as a result, the freight log was completed with incorrect information and without contemporaneous receipt of the relevant information. The court found that this was negligent conduct rather than illegal or bad faith conduct with an intent to cheat, deceive, or defraud, or a conscious choice of a course of action with knowledge of the serious danger to others involved in it. The court concluded the evidence showed “errors were made on the freight log and the guard did not obtain the driver’s license and identification as he should have when the tractor and trailer left the yard. However, the guard reported to his supervisor that he believed he knew the driver to be [a particular driver whose] driver’s license information was already available on the guard’s list of authorized drivers kept in the guard shack. The security guard advised that he did not personally go to the cab as he was trained to do because it was raining hard and very windy.” We cannot say the evidence compelled the court to conclude there was reckless, dishonest, or illegal conduct rather than that Guzman took short cuts, failed to follow procedure, and inaccurately completed the freight log.

C. Insurance

SB Freight asserts MD Transport was reckless when it purchased an insurance policy that did not name SB Freight as an additional insured and contained exclusions inconsistent with the insurance requirements of the Transportation Brokerage Agreement. The trial court concluded these issues were irrelevant to the litigation. On appeal, SB Freight asserts MD Transport was reckless, lists the policy’s exclusions, and observes the policy did not name SB Freight as an additional insured party, but it offers no argument or factual or legal analysis supporting its claim of error. “It is not this court’s role to construct arguments that would undermine the lower court’s judgment and defeat the presumption of correctness. Rather, an appellant is required to present a cognizable legal argument in support of reversal of the judgment and when the appellant fails to support an issue with pertinent or cognizable argument, ‘it may be deemed abandoned and discussion by the reviewing court is unnecessary.’ ” (Needelman v. DeWolf Realty Co., Inc. (2015) 239 Cal.App.4th 750, 762 (Needelman).)

SB Freight also contends the inclusion of inaccurate information in MD Transport’s insurance claim and its failure to challenge the later denial of its claim were an “implied concession that its representatives were dishonest,” a conclusion that, if it can be drawn at all, certainly is not compelled by the evidence. SB Freight has not demonstrated error.

IV. Unclean Hands

SB Freight argues the court erred when it concluded SB Freight had unclean hands and therefore was not entitled to an offset in the main action or a recovery on its cross-complaint for the value of the Samsung load.

A. Applicable Law

The unclean hands doctrine “demands that a plaintiff act fairly in the matter for which [they] seek[ ] a remedy. [They] must come into court with clean hands, and keep them clean, or [they] will be denied relief, regardless of the merits of [their] claim.” (Kendall-Jackson Winery, Ltd. v. Superior Court (1999) 76 Cal.App.4th 970, 978 (Kendall-Jackson).) Courts apply a “three-pronged test to determine the effect to be given to the plaintiff’s unclean hands conduct. Whether the particular misconduct is a bar to the alleged claim for relief depends on (1) analogous case law, (2) the nature of the misconduct, and (3) the relationship of the misconduct to the claimed injuries.” (Id. at p. 979.)

The legal issue of whether the unclean hands doctrine can be applied to a particular transaction is reviewed de novo (Brown v. Grimes (2011) 192 Cal.App.4th 265, 275), as is the first prong of the three-pronged test. (Padideh v. Moradi (2023) 89 Cal.App.5th 418, 437–438.) When the trial court decides to apply the doctrine of unclean hands, that decision is reviewed for an abuse of discretion, while the court’s factual findings underpinning that exercise of discretion are reviewed for substantial evidence. (Aguayo v. Amaro (2013) 213 Cal.App.4th 1102, 1109; see also Padideh, at p. 438.)

B. Analysis

1. Analogous Case Law

*9 SB Freight concedes the doctrine of unclean hands may be raised in breach of contract disputes. We agree with the parties that analogous case law permits application of the doctrine here. (See, e.g., Jade Fashion & Co., Inc. v. Harkham Industries, Inc. (2014) 229 Cal.App.4th 635, 641, 653–654.)

2. Nature of the Misconduct

The trial court found that after the Samsung load was stolen, Lin “engaged in improper self-help and unconscionable behavior on the very matter about which SB Freight now seeks relief.” Specifically, the court found that “SB Freight resorted to improper self-help by withholding from MD Transport for more than four years much more than the value of the lost load.” Noting there was no dispute at trial that the value of the stolen load was $396,492.75, the court found that upon learning of the theft “Lin instructed SB Freight to immediately withhold until further notice all payments to MD Transport for numerous completed deliveries unrelated to the theft.” The court observed that “Tran testified at trial that SB Freight owed MD Transport approximately $1.1 million for unpaid invoices at the time of the theft when payments stopped. Mr. Tran further testified that some months later SB Freight began to slowly pay invoices but stopped payments when approximately 139 invoices remained unpaid. The total amount of these unpaid invoices is $505,995.03[. Citation.] This testimony went unrebutted by SB Freight.” Based on this evidence, the court concluded that since January 2017 SB Freight had been withholding from MD Transport $505,995.03, an amount exceeding the value of the stolen load by $109,502.28, and that “SB Freight has no colorable claim” to those funds.

The court found not credible Lin’s testimony justifying his withholding and slow-paying of amounts owed on unrelated invoices, as well as for withholding more than the value of the stolen load. In particular, Lin testified Tran told him to withhold the payments, but “the Court did not find this testimony to be credible and Mr. Tran credibly denied this assertion.” Additionally, although Lin also testified he had to withhold the payments in order to quickly pay Samsung as it had demanded, the court noted that SB Freight’s accountant testified SB Freight did not pay Samsung for the lost load for more than a year after the theft occurred, and in any event this justification did not explain withholding more than the full value of the Samsung load.

The trial court also found SB Freight’s “withholding of funds greatly in excess of the value of the stolen load was intentional and designed to put MD Transport out of business and solicit its drivers and dispatchers to come to work for SB Freight.” In support of this conclusion, the court noted that prior to the theft Lin had offered to buy MD Transport but was rebuffed by Tran and Pham; Lin immediately terminated business with MD Transport upon learning of the Samsung theft, without giving the required notice, cutting off MD Transport’s major source of revenue; Lin met with Tran, declared MD Transport to be worthless, and demanded Tran turn over his drivers and dispatchers to Lin; when Tran refused, Lin ordered Shen to recruit MD Transport’s drivers and dispatchers to come to work for SB Freight; and SB Freight knowingly used proprietary driver contact information previously provided by MD Transport to solicit MD Transport’s drivers. The court found SB Freight’s wrongful withholding of money inflicted financial injury upon MD Transport.

*10 SB Freight does not supply or discuss the evidence upon which the court relied in making its factual findings with respect to this element. Instead, SB Freight identifies several areas of misconduct found by the trial court, following each with an argument that relies only on evidence favorable to SB Freight in arguing the court should not have found the conduct improper. Both in its statement of facts and in this specific argument, SB Freight has failed to set forth in its brief all the material evidence relating to the challenged factual findings, and it has not fairly summarized the facts and evidence in the light most favorable to the judgment. SB Freight has forfeited this issue. (Symons, supra, 99 Cal.App.5th at p. 598; Schmidlin, supra, 157 Cal.App.4th at p. 738.)

To any extent this issue has not been forfeited on appeal, SB Freight has not shown error. SB Freight contends that in assessing improper self-help, the court relied on the wrong portion of the parties’ agreement: specifically, it should not have analyzed Section 9 of the Transportation Brokerage Agreement on indemnification and should instead have evaluated Section 15, which pertains to offset. SB Freight claims it relied on Section 15 in the trial court but does not identify where in the extensive record it invoked that provision in the trial court. “When an appellant’s brief makes no reference to the pages of the record where a point can be found, an appellate court need not search through the record in an effort to discover the point purportedly made. [Citations.] We can simply deem the contention to lack foundation and, thus, to be forfeited.” (In re S.C. (2006) 138 Cal.App.4th 396, 406–407.) Ultimately, in this argument SB Freight claims it simply exercised its contractual right to offset the value of the stolen load and asserts it cannot be improper self-help or misconduct for a party to exercise a contractual offset provision. This contention is unsupported by analysis or legal authority. “Issues not supported by argument or citation to authority are forfeited.” (Needelman, supra, 239 Cal.App.4th at p. 762.)

SB Freight challenges the finding that it engaged in misconduct by withholding far more than the value of the stolen Samsung load by repeating its argument that it did not owe MD Transport for the loads carried by any MD Transport company other than MDTC. We have already rejected this argument.

SB Freight then characterizes the amount in excess of the value of the Samsung load as “a $109,502.28 billing dispute” with MD Transport, which it claims “in a $6 million account is not the type of conduct that ‘violates good conscience, or good faith, or other equitable standards of conduct.’ ” This argument does not demonstrate any error in the trial court’s finding; it asks this court to reweigh the evidence and to reach a conclusion different from that of the trial court. This we cannot do. “ ‘Under the substantial evidence standard of review, “we must consider all of the evidence in the light most favorable to the prevailing party, giving it the benefit of every reasonable inference, and resolving conflicts in support of the [findings]. [Citations.] [¶] It is not our task to weigh conflicts and disputes in the evidence; that is the province of the trier of fact. Our authority begins and ends with a determination as to whether, on the entire record, there is any substantial evidence, contradicted or uncontradicted, in support of the judgment.” ’ ” (Estate of Kampen (2011) 201 Cal.App.4th 971, 992.) The same is true of SB Freight’s argument that it did not, as the court found, slowly pay invoices after the Samsung loss before it discontinued payment altogether. At best, the payment evidence to which SB Freight points could have supported a different finding, but it does not establish that insufficient evidence supported the court’s ruling.

*11 With respect to the court’s finding that SB Freight violated the contract by terminating business with MD Transport without providing the notice required by the contract, SB Freight states that because it had no obligation to assign freight to MD Transport, its termination of business with MD Transport without notice is not “conduct that violates ‘good conscience, good faith, or other equitable standards of conduct.’ ” SB Freight provides no legal authority or developed reasoning in support of this assertion, and it has therefore forfeited this issue on appeal. (Needelman, supra, 239 Cal.App.4th at p. 762.)

SB Freight finally contends the trial court had previously ruled that its attempts to solicit MD Transport’s drivers were not improper, so this conduct could not be considered misconduct. We perceive no conflict between the court’s prior ruling that Lin’s actions soliciting the MD Transport drivers, where there was no independently wrongful conduct, were insufficient to state a cause of action against him for unlawful, unfair, or fraudulent business practices under Business and Professions Code section 17200, and its determination here that SB Freight’s improper self-help in withholding funds greatly in excess of the value of the stolen load was intentional and designed to financially weaken MD Transport and put it out of business so that Lin could take control of it, as evidenced by various actions, one of which was the solicitation of MD Transport drivers.

3. Relation of Conduct to Claimed Injuries

SB Freight asserts the trial court “did not address the relationship of the alleged misconduct to the claimed injuries,” but the court did in fact do so. The court found, “The wrongful withholding of money by SB Freight inflicted financial injury upon MD Transport, and SB Freight now seeks relief from this [c]ourt to justify the retention of that same money. This intimately connects the injury inflicted upon MD Transport by SB Freight with the matter for which SB Freight now seeks relief.” SB Freight has not demonstrated error.

4. Exercise of Discretion

SB Freight argues the trial court’s exercise of its discretion to apply the unclean hands doctrine “punished SB Freight for an alleged breach of contract, rather than vindicated the honor of the court,” and resulted in a “ ‘manifest injustice.’ ” SB Freight complains the court required it “to assume full responsibility for all of the invoices, held SB Freight[ ] solely responsible for repaying the value of stolen televisions, and excused MDTC from liability for the theft of the Samsung Load.” SB Freight asserts the final consequence is “particularly inequitable” because MD Transport was responsible for the loss of the load and failed to obtain the required insurance. SB Freight asserts that “[n]either fairness nor equity justified” the trial court’s refusal to permit SB Freight to recover the value of the lost load.

Based on our review of the evidence, as well as the credibility and factual findings made by the trial court, we hold the court did not abuse its discretion by applying the unclean hands doctrine to deny SB Freight recovery or offset of the value of the stolen load. SB Freight’s improper self-help; its unjustified withholding of money unquestionably owed for services provided, in an amount far in excess of the stolen load’s value; and its attempts to financially damage MD Transport to take it over amply supported the court’s determination that SB Freight acted with unclean hands. Under these circumstances, the application of the unclean hands doctrine protected the court’s integrity and appropriately held SB Freight to account for its conduct. (Kendall-Jackson, supra, 76 Cal.App.4th at p. 978 [unclean hands doctrine “protects judicial integrity because allowing a plaintiff with unclean hands to recover in an action creates doubts as to the justice provided by the judicial system. Thus, precluding recovery to the unclean plaintiff protects the court’s, rather than the opposing party’s, interests. [Citations.] The doctrine promotes justice by making a plaintiff answer for [their] own misconduct in the action. It prevents ‘a wrongdoer from enjoying the fruits of [their] transgression’ ”].) SB Freight has not shown the application of the unclean hands doctrine was inequitable, unfair, or a manifest injustice.

V. Attorney Fees

*12 SB Freight appeals the award of attorney fees pursuant to Sections 9 and 11 of the Transportation Brokerage Agreement. Section 9 provides, “Carrier shall defend, indemnify, and hold Broker harmless from and against all loss, liability, judgment, damage, claim, fine, cost or expense, including reasonable attorney’s fees, arising out of or in any way related to, Carrier’s performance hereunder or Carrier’s breach of any of the terms of this Agreement.” Section 11 provides, “In the event of loss, damage or delay in delivery, Carrier shall be liable for damage arising there from in accordance with the provisions of this section. The loss, damage or injury shall be measured as the lesser of the actual replacement cost or the cost of repair, subject to a maximum of $250,000 per shipment, less the reasonable salvage value of the damaged commodities. In addition, Carrier shall indemnify Broker for all indirect, special or consequential damages, or other special economic losses, including attorney fees, that might be recovered against Broker on any customer’s claim. Carrier shall promptly pay Broker all claim amounts due hereunder and further authorizes Broker to deduct all such amounts from any amounts owed to Carrier by Broker.”

Because the trial court construed these two contract provisions without the aid of extrinsic evidence, the interpretation of these provisions is a question of law subject to de novo review. (Continental Heller Corp. v. Amtech Mechanical Services, Inc. (1997) 53 Cal.App.4th 500, 504 (Continental).) “California law generally requires that a party to a lawsuit pay its own attorney fees, regardless of whether it prevailed in the action. [Citations.] An exception to this general rule is recognized where a contract, statute or other law specifically authorizes the prevailing party to recover attorney fees. [Citations.] Where the recovery of attorney fees is authorized by a contract, the agreement will generally be subject to [Civil Code] section 1717(a), which provides in part: ‘In any action on a contract, where the contract specifically provides that attorney’s fees and costs, which are incurred to enforce that contract, shall be awarded either to one of the parties or to the prevailing party, then the party who is determined to be the party prevailing on the contract, whether he or she is the party specified in the contract or not, shall be entitled to reasonable attorney’s fees in addition to other costs.’ ” (Baldwin Builders v. Coast Plastering Corp. (2005) 125 Cal.App.4th 1339, 1343–1344 (Baldwin).)

“In requiring reciprocity of only those provisions that authorize the recovery of attorney fees ‘in an action on [the] contract,’ [Civil Code] section 1717(a) expressly excludes indemnity provisions that allow the recovery of attorney fees as an element of loss within the scope of the indemnity.” (Baldwin, supra, 125 Cal.App.4th at p. 1344.) Whether attorney fees are recoverable depends on whether the contract provisions concerning attorney fees extend to providing for fees incurred as the result of a breach of the contract. (Continental, supra, 53 Cal.App.4th at p. 508.)

In Continental, the contractual language not only provided for indemnification of attorney fees arising out of or connected with the performance of work under the contract, but also of “all loss, damage, costs, expenses and attorney’s fees suffered or incurred on account of any breach of the aforesaid obligations and covenants, and any other provision or covenant of this Subcontract.” (Continental, supra, 53 Cal.App.4th at pp. 508–509.) Because of this “additional express provision for attorney fees incurred as a result of a breach of contract,” the Continental agreement “was not deemed to be solely an indemnity provision in which attorney fees were a specific item of loss.” (Rideau v. Stewart Title of California, Inc. (2015) 235 Cal.App.4th 1286, 1299 (Rideau); see also Carr Business Enterprises, Inc. v. City of Chowchilla (2008) 166 Cal.App.4th 14, 23 [Continental contract’s additional breach of contract language “was sufficient to signal the intent of the parties to entitle the prevailing party to attorney fees in any action brought for breach of any provision of the contract, including the breach of the indemnity provisions”].)

*13 SB Freight argues the contract here does not contain the additional language present in Continental and describes Section 9 as a “standard indemnity provision” providing for indemnification of claims arising from MD Transport’s “performance or nonperformance under the Agreement” and Section 11 as indemnifying SB Freight for damages that might be recovered on a customer claim. This contention ignores the language in Section 9 specifically referring to “all loss, liability, judgment, damage, claim, fine, cost or expense, including reasonable attorney’s fees, arising out of or in any way related to … Carrier’s breach of any of the terms of this Agreement.” As this provision contemplates an award of attorney fees in litigation arising from a breach of the contract, it is not a standard indemnity provision in which attorney fees are a specific item of loss. (See Rideau, supra, 235 Cal.App.4th at p. 1299; Continental, supra, 53 Cal.App.4th at pp. 508–509.) “The fact that the attorney fee clauses are set forth in the indemnity agreements does not alter this conclusion.” (Baldwin, supra, 125 Cal.App.4th at p. 1346.)

This case is not like Alki Partners, LP v. DB Fund Services, LLC (2016) 4 Cal.App.5th 574, on which SB Freight extensively relies, because in that case, unlike here, “there [was] nothing in the indemnity provision between Alki Partners and Hedgeworks that extend[ed] the right to recover attorney fees to actions seeking to enforce the Agreement itself.” (Id. at p. 602.) As “Civil Code section 1717 applies to an indemnity provision that entitles the indemnitee to attorney fees incurred as the result of the indemnitor’s breach of the contract that contains the indemnity provision” (Silverado Modjeska Recreation & Park Dist. v. County of Orange (2011) 197 Cal.App.4th 282, 310, fn. 21), the trial court did not err by awarding attorney fees here.⁶

VI. Postjudgment Discovery and Sanctions

SB Freight asserts the trial court abused its discretion in its rulings on postjudgment motions to compel discovery and in imposing sanctions against it for discovery misconduct. There is a split of authority as to whether postjudgment discovery orders are appealable, and this court has previously concluded they are not. (Dalessandro v. Mitchell (2019) 43 Cal.App.5th 1088, 1091.) However, in Dalessandro, we found it expedient to briefly address the merits of the issue by treating it as a petition for writ of mandate (ibid.), and we elect to do the same here.

An order on a motion to compel discovery is reviewed for an abuse of discretion, as is an award of discovery sanctions. (Randy’s Trucking, Inc. v. Superior Court (2023) 91 Cal.App.5th 818, 832; Clement v. Alegre (2009) 177 Cal.App.4th 1277, 1285.) The “appropriate test of abuse of discretion is whether or not the trial court exceeded the bounds of reason, all of the circumstances before it being considered. [Citations.] We have said that when two or more inferences can reasonably be deduced from the facts, a reviewing court lacks power to substitute its deductions for those of the trial court.” (In re Marriage of Connolly (1979) 23 Cal.3d 590, 598 (Connolly).) “ ‘[A] trial court does not abuse its discretion unless its decision is so irrational or arbitrary that no reasonable person could agree with it.’ ” (Nissan Motor Acceptance Cases (2021) 63 Cal.App.5th 793, 811.)

A. Special Interrogatory Responses

*14 Code of Civil Procedure section 2030.220, subdivision (a) requires interrogatory responses that are “as complete and straightforward as the information reasonably available to the responding party permits.” If an interrogatory cannot be answered completely, it is to be answered to the extent possible. (Code Civ. Proc., § 2030.220, subd. (b).) If the responding party does not have personal knowledge sufficient to respond fully to an interrogatory, the party shall so state, and also make a reasonable and good faith effort to obtain the information by inquiry to other natural persons or organizations, except where the information is equally available to the party propounding the interrogatory. (Code Civ. Proc, § 2030.220, subd. (c).) It is an abuse of the discovery process to fail to respond or submit to an authorized method of discovery, to make an unmeritorious objection to discovery without substantial justification, or to respond evasively to discovery. (Code Civ. Proc., § 2023.010, subds. (d)–(f).)

1. Special Interrogatory Nos. 3, 5, 7, 19, and 32

At trial, Lin testified that Unis Transportation had taken over SB Freight’s customers. Special Interrogatory Nos. 3 and 5 asked SB Freight to identify and describe any instances in which it “transferred any customers and/or business relationships” to Unis Company, Inc. or to any third party. Special Interrogatory No. 7 asked SB Freight to identify and describe “any entity or person to which SB Freight transferred its business relationships and/or customers,” and Special Interrogatory No. 19 asked it to identify and describe “the transfer of anything of value between SB Freight and Unis Company.” To each of these interrogatories, SB Freight responded, “None.”

Special Interrogatory No. 32 asked SB Freight to “[i]dentify and describe the ultimate disposition of SB Freight’s customers and/or business relationships.” SB Freight responded, “SB Freight was a transportation broker who brokered shipments by trucking companies for clients. After it dissolved, the customer had to pursue different options and trucking companies for its shipments.”

The trial court found SB Freight’s responses evasive in light of the testimony given by Lin, “the owner and manager of SB Freight and the CEO of Unis Company,” that Unis took over SB Freight’s customers, and the evidence that SB Freight had additional customers. The court found not credible SB Freight’s assertion that there was no business relationship between SB Freight and Unis in light of SB Freight’s identification of Shipby.com, now Unis Transportation, as its sole customer prior to SB Freight’s dissolution and the use of a bank account purportedly owned by Unis/Shipby.com to make payments on SB Freight’s behalf. Accordingly, the trial court found SB Freight had “failed to provide complete answers to the interrogatories concerning its customer and business relationships,” and granted the motion to compel further responses to these interrogatories.

SB Freight argues the trial court abused its discretion by ordering it to amend its responses “to incorrectly state that South Bay transferred customers or business relationships to Unis Company and third parties. South Bay cannot be compelled to provide incorrect responses.” This mischaracterizes the court’s ruling. At no time did the court order SB Freight to make incorrect statements; it found not credible SB Freight’s attempts to claim it had no business relationship with Unis, and it ordered SB Freight to respond to the interrogatories thoroughly and without further evasion. Although SB Freight dismisses Lin’s trial testimony as “flawed” and “incorrect[ ]” and the court’s disregard of testimony that the court expressly found not credible as “improper[ ],” SB Freight has not demonstrated the trial court’s inferences were unreasonable, the ruling exceeded the bounds of reason, or the decision was so irrational or arbitrary that no reasonable person could agree with it. SB Freight has not established error.⁷

2. Special Interrogatory No. 35

*15 Special Interrogatory No. 35 asked SB Freight to identify any bank at which it had held an account from January 2016 to the time the interrogatory was propounded. SB Freight answered, “Cathay Bank.” MD Transport moved to compel further responses to this interrogatory, submitting evidence indicating that in 2016 and 2017 SB Freight wrote MD Transport hundreds of thousands of dollars of checks from an account bearing the name of “SB Freight” at CTBC Bank. The court credited that evidence, and it found not credible SB Freight’s declaration that it did not own the SB Freight account at CTBC Bank, observing that “the evidence that this account was used to make payments on behalf of SB Freight indicates that its funds were owned by SB Freight, not Shipby.com.”

On appeal, SB Freight describes its evidence supporting its assertion that the CTBC Bank account was owned by Shipby.com, then makes no further argument with respect to this interrogatory, simply pronouncing in the final paragraph of a multi-interrogatory argument that the court abused its discretion when it ordered further responses to Special Interrogatory No. 35. This is insufficient to show error. (In re S.C., supra, 138 Cal.App.4th at p. 408 [to meet its burden to affirmatively show error, “appellant must present meaningful legal analysis supported by citations to authority and citations to facts in the record that support the claim of error”].)

3. Special Interrogatory Nos. 26 and 27

Special Interrogatory No. 26 asked SB Freight to identify its customers within two years before its cessation of operations. SB Freight responded, “Shipby.com which is now known as Unis Transportation, LLC.” Special Interrogatory No. 27 asked, “For any customers identified in response to Special Interrogatory [No.] 26, describe whether any of these customers transacted business with any entity associated with James Lin after SB Freight’s dissolution.” SB Freight responded, “SB Freight, the entity, is unaware of information after its dissolution. However, Mr. Lin has a relationship with Unis Transportation, LLC.”

SB Freight acknowledges the court found MD Transport had presented evidence that SB Freight’s customers included Amazon, Samsung, and Best Buy, but it argues this was incorrect because actually it was not SB Freight but “Shipby.com dba SB Freight” that had “customer relationships with Amazon, Samsung, and Best Buy.” Given the evidence discussed above, particularly that SB Freight paid MD Transport from a SB Freight bank account it now attributes to Shipby.com, it is not difficult to perceive why the trial court found evasive SB Freight’s response attempting to distinguish SB Freight from Shipby.com. The trial court noted the evidence showed SB Freight served these companies, found SB Freight had responded evasively to the special interrogatories, and ordered it to provide a complete list of all its customers during the relevant time period. SB Freight has not shown the court’s conclusions from the evidence were unreasonable or that its decision was so irrational or arbitrary that no reasonable person could agree with it.

4. Special Interrogatory No. 12

Special Interrogatory No. 12 asked SB Freight to identify and describe any assets that left its possession within two years preceding its cessation of operations. SB Freight initially responded, “SB Freight did not have tangible assets. Its bank statements payments for the two years preceding its cessation show payments.” In a supplemental response, SB Freight referred MD Transport to its bank statements pursuant to Code of Civil Procedure section 2030.230.

In its motion to compel further responses to this interrogatory, MD Transport argued Code of Civil Procedure section 2030.230 did not apply because the interrogatory sought SB Freight’s personal knowledge of its assets, not a summary of documents; but even if that provision applied, the response was insufficiently specific and not fully responsive because SB Freight had not produced all the relevant banking documents: “SB Freight has produced a handful of bank statement[s] from Cathay Bank, which create the impression that SB Freight had little money going in and out of its accounts. Meanwhile, SB Freight has not identified its accounts at CTBC Bank, from which SB Freight wrote MD Transport hundreds of thousands of dollars of checks.” The trial court agreed that SB Freight had failed to produce all responsive bank statements, and found its response directing MD Transport to its bank statements “unavailing.”

*16 On appeal, SB Freight argues it could not produce bank records from the CTBC Bank account in the name of “SB Freight” because it did not own that bank account. SB Freight contends it was an abuse of discretion not to permit it to invoke the provisions of Code of Civil Procedure section 2030.230 and refer MD Transport to the Cathay Bank records it had produced.

The evidence presented to the trial court, especially that SB Freight paid MD Transport extensively from the CTBC Bank account it now claims not to own, was sufficient to permit the conclusion that SB Freight possessed a CTBC Bank account. When multiple inferences can reasonably be drawn from the facts, we may not substitute our deductions for those of the trial court. (Connolly, supra, 23 Cal.3d at p. 598.) As SB Freight did not identify this account, its response referring MD Transport to bank statements was not an adequate response to the interrogatory. SB Freight has not shown the court’s order compelling further responses to this interrogatory exceeded the bounds of reason or was so irrational or arbitrary that no reasonable person could agree with it.

5. Special Interrogatory No. 2

The trial court held, “In its supplemental response to No. 2 (‘Identify and describe any assets that SB Freight owned within two years of SB Freight’s cessation of operations and/or dissolution’), SB Freight stated only that ‘[i]t maintained bank accounts and had receivables within two years of cessation of its operations and/or dissolution,’ without identifying any of those accounts or receivables. This response confirms that SB Freight has failed to fully answer the interrogatory. ‘Where the question is specific and explicit, an answer which supplies only a portion of the information sought is wholly insufficient.’ [Citation.] SB Freight’s responses must properly identify and describe all assets owned.”

SB Freight asserts the trial court ordered it “to amend its response to specifically identify the name of its bank,” and it argues this was error because it identified Cathay Bank as its bank in response to a different interrogatory. It claims the court “appears to have ruled” its response to the interrogatory “was not sufficient because it did not refer to South Bay’s customer.” It also contends the court “unnecessarily revised” the interrogatory so that it “required information that was the subject of separate interrogatories,” and that this was an abuse of discretion. Even the most cursory reading of the court’s decision demonstrates these contentions are inaccurate. The court found SB Freight’s response that it “maintained bank accounts and had receivables” in the relevant time period, without identifying any of those accounts or receivables, was incomplete, and it ordered SB Freight to “properly identify and describe all assets owned.” None of SB Freight’s claims shows an abuse of discretion.

6. Special Interrogatory No. 1

Special Interrogatory No. 1 asked SB Freight to “[d]escribe the reasons for SB Freight’s cessation of operations and/or dissolution,” and SB Freight responded, “SB Freight decided that it did not wish to remain in business.” The trial court found this response evasive because it “merely restates the premise of the interrogatory, that SB Freight decided to cease operations.”

SB Freight argues “there is no further information to provide” and proclaims it cannot “create an elaborate or detailed explanation where none exists.” The trial court did not find this argument persuasive, and neither do we. SB Freight has not shown it was an abuse of discretion to find inadequate and evasive a response that amounted to “because we decided to” when asked for the reasons why it ceased operations.

*17 SB Freight also argues the interrogatory “is a transparent attempt to violate the automatic stay” of a separate creditor action filed by MD Transport and to “seek information relating to efforts to amend or alter the Judgment on appeal” on an alter ego theory. “[T]he purpose of [ ] judgment debtor [discovery] is to leave no stone unturned in the search for assets which might be used to satisfy the judgment.” (Troy v. Superior Court (1986) 186 Cal.App.3d 1006, 1014.) “The policy of the law favors the enforcement of judgments. [Citation.] There is no policy favoring the concealment of the judgment debtor’s assets from the judgment creditor.” (Yolanda’s, Inc. v. Kahl & Goveia Commercial Real Estate (2017) 11 Cal.App.5th 509, 515.) SB Freight has not shown the interrogatory was not directed at locating property which may be used to satisfy the judgment against it, and it therefore has not shown an abuse of discretion.

7. Special Interrogatory No. 20

In its reply brief, SB Freight contends the court abused its discretion by ordering it to provide a further response to Special Interrogatory No. 20. SB Freight did not challenge the court’s ruling with respect to this interrogatory in its opening brief. “As a general rule, points not addressed until a reply brief will not be considered unless good reason is shown for failing to address them earlier.” (Benach v. County of Los Angeles (2007) 149 Cal.App.4th 836, 852, fn. 10.) No good reason has been shown here. We treat the issue as abandoned.

B. Requests for Production

1. Request for Production Nos. 5, 9, 10, 12, 13, and 26

Request No. 5 sought documents related to any transfer of assets between SB Freight and Unis Company, Inc. Request Nos. 9 and 10 requested documents related “to the transfer of SB Freight’s customers and/or business relationships to any entity and/or person,” and specifically to Unis Company. Request No. 12 asked for documents related “to the transfer of anything of value between SB Freight and any person and/or entity within two years of SB Freight’s cessation of operations.” In Request No. 13, MD Transport requested the production of documents related “to any bank statements for any bank account held in SB Freight’s name from January 2016 to the present.” Request No. 26 asked for documents related “to Unis Company’s assumption of SB Freight’s customers and/or business relationships.”

SB Freight responded to Request Nos. 5, 9, 10, 12, and 26 that no responsive documents existed. In response to Request No. 13 (bank accounts), SB Freight agreed to produce responsive documents, but it had only identified the Cathay Bank account. Based on its discussion with respect to the special interrogatories, in which the trial court concluded the evidence showed that SB Freight had not fully identified its assets (including bank accounts), customers, and business relationships, or its transfers of its assets, customers, and business relationships, the court found SB Freight’s responses were incomplete.

SB Freight argues the court abused its discretion by ordering it to provide further responses and documents. Relying on its responses to special interrogatories that the trial court ruled were inadequate and evasive, a ruling we uphold in this decision, SB Freight maintains it did not transfer its customers or business relationships to any party prior to its dissolution, and the court was mistaken if it thought it did. Additionally, it again claims it cannot produce CTBC Bank records because the bank account at CTBC Bank belongs not to SB Freight but to a third party, Shipby.com. SB Freight presents no actual argument tailored to the applicable standard of review—it merely repeats its view of the evidence and concludes the trial court abused its discretion. This is not the legal standard. SB Freight may disagree with the court’s conclusions, but they were supported by evidence, and SB Freight did not demonstrate the court’s inferences from the evidence were unreasonable, its ruling exceeded the bounds of reason, or its decision was so irrational or arbitrary that no reasonable person could agree with it.

2. Request for Production Nos. 1, 2, and 8

*18 Request No. 1 asked for the production of all documents and/or communications that evidence, refer, or relate to “any and all of SB Freight’s assets within two years of SB Freight’s cessation of operations.” Request No. 2 requested the production of all documents and/or communications related “to any and all of SB Freight’s customers and/or business relationships within two years of SB Freight’s cessation of operations.” Finally, in Request No. 8, SB Freight was requested to produce all documents and/or communications related to “the identity of SB Freight’s customers and/or business relationships.”

The trial court granted the motion to compel further responses to Request for Production Nos. 1, 2, and 8 because SB Freight had attempted to impose its own limits on its production of responsive documents. Rather than agreeing to produce all responsive documents, SB Freight “agreed to ‘produce documents sufficient to show its assets within two years of cessation of operations’ for Request No. 1, and to ‘produce documents sufficient to show its customers for the two years before it ceased operations’ for Request Nos. 2 and 8.” (Italics added.) The trial court held that “SB Freight may not unilaterally limit its production to ‘documents sufficient to show its assets,’ or to ‘documents sufficient to show its customers within two years of its cessation of operations.’ Rather, SB Freight’s production must include all responsive documents within its ‘possession, custody, or control.’ ” The court specifically identified SB Freight’s tax returns, customer lists, and all bank statements for accounts held in SB Freight’s name as documents that would be responsive to the requests for production but were not produced. Additionally, the court required SB Freight to “properly identify the documents produced ‘with the specific request number to which the documents respond’ ” as required by Code of Civil Procedure section 2031.280, subdivision (a).

SB Freight does not acknowledge, much less demonstrate any error in, the court’s stated basis for its ruling on the motion to compel with respect to these requests for production. Accordingly, it has failed to establish any error in the court’s ruling. When a trial court clearly relies on a stated rationale for its ruling, the party challenging that ruling fails to rebut the presumption of correctness if it does not make some effort to address that rationale on appeal. (See State Farm Fire & Casualty Co. v. Pietak (2001) 90 Cal.App.4th 600, 610 [appellant bears the burden of affirmatively demonstrating error, and the trial court’s order is presumed to be correct on appeal]; 9 Witkin, Cal. Procedure (6th ed. 2024) Appeal, § 375 [“[E]rror must be affirmatively shown. This is not only a general principle of appellate practice but an ingredient of the constitutional doctrine of reversible error”].)

C. Sanctions

When a motion to compel response is filed, the court shall impose a monetary sanction against the party who unsuccessfully makes or opposes the motion absent substantial justification or other reasons making the sanction unjust. (Code Civ. Proc., §§ 2030.300, subd. (d), 2031.300, subd. (c).) “Although not expressly included in the list of misuses in [Code of Civil Procedure] section 2023.010, courts have held that ‘[o]ther sanctionable discovery abuses include providing false discovery responses.’ ” (Kwan Software Engineering, Inc. v. Hennings (2020) 58 Cal.App.5th 57, 74.)

The trial court found monetary sanctions were appropriate in conjunction with the motion to compel because of “SB Freight’s evasive responses and unsuccessful opposition” to the motion, and it awarded sanctions in the amount of $9,679.50. SB Freight asserts the sanctions are unjust because it acted with substantial justification: it answered the special interrogatories fully and accurately, produced more than 5,000 documents, and explained its position in its meet and confer letters and its opposition to the motion to compel; and the court abused its discretion by compelling further responses. We disagree. The evidence abundantly supported the trial court’s conclusion that SB Freight provided evasive responses and an unsuccessful opposition to the motion to compel. We identify no substantial justification for SB Freight’s conduct and no injustice from a sanctions award.

*19 Next, SB Freight argues it cannot be liable for MD Transport’s fees if the trial court’s ruling is reversed. It also contends that if this court partially reverses the order compelling further responses, the sanctions award should be reduced accordingly, and the apportionment of the sanctions should be decided by the trial court. We do not reverse the trial court’s ruling in whole or in part, so these arguments are moot.

Finally, SB Freight asserts the sanctions award is “exorbitant” and appears punitive in nature, which is not appropriate because (1) there was no evidence establishing it provided “inaccurate, let alone intentionally evasive or misleading” discovery responses; and (2) the court did not take into account its attempts to resolve the discovery issues informally. Based on the evidence before it, the trial court found SB Freight’s conduct to be intentionally evasive, and this was a reasonable and well-supported conclusion given SB Freight’s discovery responses and disingenuous arguments. SB Freight’s claimed attempts at informal resolution carry little weight given the unreasonable positions it espoused. There is no evidence that the sanctions awarded were excessive or intended to punish. SB Freight has not shown any abuse of discretion by the trial court in awarding $9,679.50 in sanctions.

DISPOSITION

The judgment and orders are affirmed. Respondents shall recover their costs on appeal.

We concur:

GRIMES, J.

VIRAMONTES, J.

All Citations

Not Reported in Cal.Rptr., 2024 WL 4341526

Footnotes
1	In the first three iterations of the complaint, MDTC was the sole named plaintiff, and causes of action were alleged against SB Freight for breach of contract, services rendered, open book account, account stated, intentional interference with contractual relations, intentional interference with prospective economic relations, and unfair business practices. (The final three causes of action were also alleged against Lin.) The third amended complaint listed as plaintiffs MDTC and six other companies operating under the MD Transport umbrella: Oso Trucking, Inc., Pride Freight Express, Inc., Proline Transport, Inc., Savand Trucking, Inc., Vista Freight, Inc., and Zenith Freight, Inc. Vista was later dismissed as a plaintiff because it was no longer a corporation in good standing.
2	In the first amended cross-complaint, SB Freight alleged causes of action against MDTC for breach of contract, negligence, negligent hiring and supervision, negligent misrepresentation, fraud, and breach of fiduciary duties, and against MDTC and all the children company plaintiffs for declaratory relief and unfair business practices.
3	In the judgment, the plaintiffs were identified as MDTC, Oso Trucking, Inc., Pride Freight Express, Inc., Proline Transport, Inc., Savand Trucking, Inc., and Zenith Freight, Inc. Judgment was entered in favor of plaintiff MDTC.
4	In the declaration in question, Manifest Destiny Transport Corporation was abbreviated as “MDT.”
5	Because it was irrelevant whether MD Transport paid its owner-operators, SB Freight could not have been prejudiced by what it claims was MD Transport’s failure to search for and produce evidence on that subject during discovery.
6	In the opening brief, SB Freight’s counsel asserted that the trial court “attempted to avoid controlling authority by misplacing reliance” on a particular decision. SB Freight’s counsel did not identify any evidence in the record to substantiate his claim that the trial court deliberately chose to circumvent controlling case law, nor did we find any support for such a contention in our review of the record. When made without evidentiary support, accusations that a judicial officer intentionally refused to follow and apply the law constitute reportable misconduct. (Martinez v. O’Hara (2019) 32 Cal.App.5th 853, 857–858.) Attorneys have a duty to “maintain the respect due to the courts of justice and judicial officers.” (Bus. & Prof. Code, § 6068, subd. (b).)
7	Although SB Freight stated this argument concerned Special Interrogatory Nos. 3, 5, 7, 19, and 32, and its discussion in this portion of the opening brief was restricted to those interrogatories, in its conclusion to this argument it also claimed the court erred by compelling a further response to Special Interrogatory No. 26. “To demonstrate error, appellant must present meaningful legal analysis supported by citations to authority and citations to facts in the record that support the claim of error. [Citations.] When a point is asserted without argument and authority for the proposition, ‘it is deemed to be without foundation and requires no discussion by the reviewing court.’ ” (In re S.C., supra, 138 Cal.App.4th at p. 408.)

End of Document

© 2024 Thomson Reuters. No claim to original U.S. Government Works.