Filed 7/21/26 AMAG v. Cassavetes 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NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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
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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
SECOND APPELLATE DISTRICT
DIVISION FOUR
AMAG, INC., B337158
Plaintiff and Appellant, (Los Angeles County
Super. Ct. Nos. 21STCV42730,
v. 23STCV04155)
NICHOLAS CASSAVETES,
Defendant and Appellant.
APPEAL from a judgment of the Superior Court of Los Angeles County,
Barbara A. Meiers, Judge. Affirmed.
The Tym Firm and Ronald D. Tym for Plaintiff and Appellant.
Trope and Trope Law Group, Konrad L. Trope and Michael H. Weiss
for Defendant and Appellant.
INTRODUCTION
More than a decade ago, AMAG, Inc. (AMAG) loaned $1 million to a
film production company to complete work on a film written and directed by
Nicholas Cassavetes (Cassavetes). Cassavetes personally guaranteed the
loan. The borrower defaulted on the loan, spawning multiple lawsuits that
give rise to this appeal. In the first action, AMAG sued Cassavetes to enforce
the personal guaranty and Cassavetes cross-complained against AMAG,
attacking the guaranty’s enforceability. In a second lawsuit, the borrower’s
successor-in-interest sued AMAG, alleging AMAG unreasonably failed to
commercially exploit the loan collateral to reduce the outstanding loan
balance. The trial court consolidated the actions and granted its own motion
for judgment on the pleadings on every operative pleading and cause of action
asserted by the parties.
Cassavetes now appeals, arguing the trial court erred in denying a
motion for leave to amend his cross-complaint and in declining to rule on
summary judgment motions which were pending when the court granted
judgment on the pleadings. AMAG cross-appeals, arguing the trial court
erred in granting judgment on the pleadings on its complaint against
Cassavetes.
We affirm.
FACTUAL AND PROCEDURAL BACKGROUND
I. Loan Agreement
In September 2011, AMAG loaned $1 million to Yellow Productions,
LLC (YP), an Oklahoma limited liability company, to complete production on
the film “Yellow.” As collateral for the loan, YP granted AMAG a first-
priority security interest in the film, including all rights and title in the film.
2
As part of the loan, Cassavetes executed a continuing personal guaranty
under which he agreed to be liable for “any and all indebtedness of [YP] to
AMAG, Inc., . . . arising under the Loan Agreement, Secured Promissory Note
and all other documents and agreements executed by [YP] in connection with
the Loan Agreement.”
YP defaulted on the loan. In 2017, AMAG sued YP to collect on the
outstanding loan balance, ultimately securing a default judgment against YP
for approximately $500,000. In 2020, the Oklahoma Secretary of State
cancelled YP’s charter for failure to pay annual registration fees. In 2023,
the charter was reinstated under the name New Yellow Productions, LLC
(New Yellow).
II. Litigation
In November 2021, AMAG filed suit against Cassavetes, seeking to
enforce the personal guaranty to recover approximately $325,000 still
outstanding on the loan. AMAG’s complaint against Cassavetes alleged a
single cause of action for breach of contract, claiming Cassavetes breached
the personal guaranty by “failing to make the payment to AMAG of the
amounts due” under the guaranty.
In response, Cassavetes cross-complained against AMAG, alleging
causes of action for declaratory relief and breach of contract. Cassavetes’
cross-complaint claimed that AMAG forced him to sign the personal guaranty
under duress. Cassavetes’ declaratory relief claim sought a determination
that his obligations under the guaranty were “null and void or otherwise
fulfilled or fully mitigated.” His cause of action for breach of contract alleged
that AMAG breached the implied covenant of good faith and fair dealing by
forcing him to sign the guaranty under duress. Cassavetes also asserted that
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“AMAG foreclosed on the copyright of [Yellow] and thus, owns all rights, title
and interest” in the film.
A. Motion for Leave to Amend
In March 2022, Cassavetes filed a motion for leave to amend his cross-
complaint. As relevant on appeal, Cassavetes’ proposed first amended cross-
complaint sought to add causes of action for fraud and for violation of the
unfair competition law (UCL; Bus. & Prof. Code, § 17200 et seq.).
Cassavetes’ proposed fraud claim alleged that one of AMAG’s agents
told him that there “was ‘zero chance’ that AMAG would ever seek to enforce
the personal guarantee.” The proposed cross-complaint did not identify how
Cassavetes was damaged by AMAG’s alleged fraud. Instead, it simply stated
that “Cassavetes seeks damages in excess of $300,000.” In his proposed
cause of action under the UCL, Cassavetes stated that AMAG engaged in
unlawful business practices under the UCL without identifying what those
acts were. He again claimed “that he has been damaged in excess of
$300,000” without identifying how he was harmed by AMAG’s alleged
violation of the UCL.
The reporter’s transcript from the hearing on Cassavetes’ motion does
not appear in the record on appeal. After the hearing, the trial court entered
a minute order indicating that its tentative decision was to deny the motion
because the proposed amended cross-complaint failed to allege any actionable
damages. However, the court allowed the parties to submit additional
briefing on the subject and took the matter under submission. In his
supplemental briefing, Cassavetes argued that he suffered damages in the
form of the attorneys’ fees he incurred in defending against AMAG’s lawsuit
and could therefore recover those attorneys’ fees as tort damages in his
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proposed amended cross-complaint. The trial court denied the motion,
concluding that “[n]o damages have been suffered.”
B. Cassavetes’ First Summary Judgment Motion
In October 2022, Cassavetes filed a motion for summary judgment on
AMAG’s complaint, arguing AMAG’s claim against him was barred because
AMAG failed to comply with Commercial Code sections 9610 and 9624 to
exploit the loan collateral to reduce the outstanding loan balance.1
Cassavetes’ motion was based on the affirmative defenses asserted in his
answer, specifically that AMAG failed to mitigate its damages and
Cassavetes was excused from performing under the guaranty. Cassavetes
also asserted that as part of the default judgment against YP, “AMAG
foreclosed on the copyright of the [film] and thus, owns all rights, titles and
interests of any kind” to it.
In a January 18, 2023, order, the trial court noted Cassavetes’ motion
appeared to be “based on erroneous factual suppositions and legal
conclusions.” In particular, the court noted Cassavetes’ motion and cross-
complaint both alleged that AMAG now owned the film. The court
determined this allegation was inconsistent with Cassavetes’ attempt to
invoke sections 9610 and 9624 because those statutes applied only to holders
of a security interest and did not apply to property owners. In response,
Cassavetes voluntarily withdrew his summary judgment motion from the
court’s consideration.
1 All further statutory references are to the Commercial Code unless
otherwise specified.
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C. Second Lawsuit and Consolidated Proceedings
In February 2023, New Yellow filed suit against AMAG, asserting that
by reviving YP’s corporate charter, New Yellow assumed YP’s rights and
obligations in connection with AMAG’s loan. New Yellow alleged that AMAG
failed to exercise reasonable care in the custody and preservation of the loan
collateral (§ 9207) and failed to dispose of the collateral in a commercially
reasonable manner (§ 9610). Specifically, New Yellow alleged AMAG
breached its obligations under the Commercial Code by holding onto the film
for years without commercially exploiting it to reduce the outstanding loan
debt. The trial court consolidated AMAG’s action against Cassavetes and
New Yellow’s action against AMAG for all purposes.
Cassavetes and New Yellow both brought summary judgment motions
based on AMAG’s purported failure to fulfill its obligations under the
Commercial Code to commercially exploit the film.2 The only relief
Cassavetes sought was the determination that AMAG’s action against him “is
barred and . . . must be dismissed with prejudice.”
AMAG opposed both motions. Among other things, AMAG pointed to
expert testimony that the film had no value in the marketplace given several
factors beyond AMAG’s control. In response, New Yellow and Cassavetes
filed a joint reply in support of their summary judgment motions. In their
joint filing, New Yellow and Cassavetes acknowledged that “there appears to
be a bona fide factual dispute concerning the value of the collateral that
precludes summary judgment at this time.” However, they claimed the trial
court could nonetheless “still grant summary adjudication of whether
2 While both motions are captioned as alternative motions for summary
adjudication, neither motion satisfies the requirements for summary
adjudication motions imposed by California Rules of Court, rules 3.1350(d)
and 3.1350(h).
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Cassavetes has a valid defense based upon AMAG’s failure to dispose [of] the
Collateral in a commercially reasonable manner.”
D. Motion for Judgment on the Pleadings
The trial court never ruled on the summary judgment motions filed by
Cassavetes and New Yellow. Instead, approximately one month after
Cassavetes and New Yellow filed their reply, the trial court sua sponte
brought a motion for judgment on the pleadings on each complaint and cross-
complaint in the consolidated action. (Code Civ. Proc., § 438.) The trial court
set a briefing schedule for the motion and took the pending summary
judgment motions off calendar “pending the outcome” of the motion for
judgment on the pleadings.
In January 2024, the trial court entered an order granting its motion
for judgment on the pleadings on AMAG’s complaint, New Yellow’s
complaint, and Cassavetes’ cross-complaint. The court determined that
AMAG could not allege an actionable breach of contract stemming from YP’s
2012 default on the loan because such a claim would be barred by the
applicable statute of limitations. The court also rejected AMAG’s argument
that it could assert a viable cause of action against Cassavetes stemming
from his failure to satisfy the 2017 default judgment against YP. The court
reasoned that due process barred AMAG from enforcing the 2017 default
judgment against Cassavetes as he was not a party to the 2017 litigation.
The court also examined the language of the guaranty and determined that
Cassavetes was only obligated to satisfy YP’s indebtedness arising from the
loan agreement or some other document that was “executed by” YP. The
court reasoned that because YP never executed the default judgment, the
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default judgment fell beyond the scope of Cassavetes’ obligations under the
personal guaranty.
The trial court also dismissed New Yellow’s complaint against AMAG,
concluding that New Yellow no longer held an interest in the loan collateral
and therefore did not have standing to assert its causes of action under the
Commercial Code regarding AMAG’s disposition of the loan collateral.
Turning to Cassavetes’ cross-complaint against AMAG, the trial court
determined that his causes of action for declaratory relief and breach of
contract were now moot as those claims only sought to nullify Cassavetes’
liability under the guaranty. The court concluded that in the absence of any
liability under the guaranty, Cassavetes could not plead the element of
damages required to assert a claim for breach of contract.
On January 25, 2024, the trial court entered judgment in the
consolidated action, concluding that all parties were “to recover nothing” on
their respective pleadings. Cassavetes and New Yellow timely appealed the
trial court’s judgment and AMAG timely cross-appealed. New Yellow
subsequently withdrew its appeal.3
DISCUSSION
I. Cassavetes’ Appeal
Cassavetes raises two claims of error on appeal: (1) that the trial court
erred in denying his motion to amend his cross-complaint to assert causes of
action for fraud and for violation of the UCL; and (2) the trial court erred by
not ruling on the three motions for summary judgment filed by Cassavetes
and New Yellow.
3 As New Yellow has withdrawn its appeal, its August 2, 2024, motion to
augment the record on appeal is denied as moot.
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A. Motion for Leave to Amend the Cross-Complaint
1. Legal Standards
“We review the denial of a motion for leave to amend for abuse of
discretion.” (Foroudi v. The Aerospace Corp. (2020) 57 Cal.App.5th 992,
1000.) “‘A trial court has wide discretion to allow the amendment of
pleadings, and generally courts will liberally allow amendments at any stage
of the proceeding.’” (Ventura Coastal, LLC v. Occupational Safety & Health
Appeals Bd. (2020) 58 Cal.App.5th 1, 32; see Code Civ. Proc., § 473, subd.
(a)(1).) However, “leave to amend should not be granted where, in all
probability, amendment would be futile.” (Vaillette v. Fireman's Fund Ins.
Co. (1993) 18 Cal.App.4th 680, 685; Royalty Carpet Mills, Inc. v. City of Irvine
(2005) 125 Cal.App.4th 1110, 1124.) “Of course, if the proposed amendment
fails to state a cause of action, it is proper to deny leave to amend.”
(Foxborough v. Van Atta (1994) 26 Cal.App.4th 217, 230.)
Cassavetes argues the trial court erred in rejecting his request to add a
cause of action for fraud because it wrongfully determined he had not
suffered any cognizable damages. He also alleges the trial court should have
granted his request to assert a cause of action for violation of the UCL based
on AMAG’s purported failure to commercially exploit the film following YP’s
default on the loan. We find no abuse of discretion by the trial court.
2. Fraud
“‘The elements of fraud . . . are (a) misrepresentation (false
representation, concealment, or nondisclosure); (b) knowledge of falsity (or
“scienter”); (c) intent to defraud, i.e., to induce reliance; (d) justifiable
reliance; and (e) resulting damage.’” (Lazar v. Superior Court (1996) 12
Cal.4th 631, 638.) “In California, fraud must be pled specifically; general and
9
conclusory allegations do not suffice.” (Id. at p. 645.) Accordingly, plaintiffs
may not rely on the policy of liberal construction of the pleadings to sustain a
defectively pled fraud claim. (Lesperance v. North American Aviation, Inc.
(1963) 217 Cal.App.2d 336, 344.)
There is no question Cassavetes’ proposed amended cross-complaint
failed to plead the element of damages with particularity. His proposed
cross-complaint does not identify how he was damaged by AMAG’s fraudulent
representations; instead, it merely alleges in a perfunctory fashion that
“Cassavetes seeks damages in excess of $300,000.” This is insufficient. On
appeal, Cassavetes argues that he could have alleged damages in the form of
attorneys’ fees and costs he incurred in defending AMAG’s suit. We conclude
it would have been futile to do so because California’s litigation privilege bars
Cassavetes from recovering such damages.4 (Civ. Code, § 47, subd. (b).)
“[T]he litigation privilege operates to preclude liability for tort damages
based on a publication or broadcast made in any judicial proceeding.”
(Weeden v. Hoffman (2021) 70 Cal.App.5th 269, 289.) The privilege extends
to any communication: (1) made in judicial or quasi-judicial proceedings;
(2) by litigants or other participants authorized by law; (3) to achieve the
objects of the litigation; and (4) that has some connection or logical relation to
the action. (Silberg v. Anderson (1990) 50 Cal.3d 205, 212.) “The breadth of
the litigation privilege cannot be understated. It immunizes defendants from
virtually any tort liability (including claims for fraud), with the sole exception
of causes of action for malicious prosecution.” (Olsen v. Harbison (2010) 191
Cal.App.4th 325, 333.)
4 We offered the parties an opportunity to provide supplemental briefing
on the applicability of the litigation privilege. (Gov. Code, § 68081.)
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“A threshold issue in determining if the litigation privilege applies is
whether the alleged injury arises from a communicative act or
noncommunicative conduct.” (Action Apartment Assn., Inc. v. City of Santa
Monica (2007) 41 Cal.4th 1232, 1248; accord Rusheen v. Cohen (2006) 37
Cal.4th 1048, 1058 (Rusheen).) Here, Cassavetes sought to assert a claim for
fraud against AMAG to recover the attorneys’ fees and costs he incurred in
defending against AMAG’s lawsuit. It is undisputed that until AMAG filed
suit against him, Cassavetes did not suffer any damages or injury in
connection with the guaranty or AMAG’s alleged fraudulent inducement.
Therefore, the injury-producing conduct was AMAG’s filing of its complaint.
Our California Supreme Court has expressly recognized that the “filing of
pleadings” is a communicative act that falls within the litigation privilege.
(Rusheen, supra, 37 Cal.4th at p. 1058.)
The litigation privilege therefore bars Cassavetes from recovering his
attorneys’ fees as tort damages in connection with his proposed fraud claim.
Cassavetes has not identified any other harm he allegedly suffered from
AMAG’s conduct. As Cassavetes’ proposed amended cross-complaint did not
state a viable claim for fraud against AMAG, we find no error by the trial
court in denying his motion to add a fraud claim to his cross-complaint.
3. Unfair Competition Law (Bus. & Prof. Code, § 17200)
Cassavetes also argues the trial court erred in denying him leave to
assert a cause of action under the UCL based on AMAG’s purported failure to
carry out its obligations under the Commercial Code to dispose of the film in
a commercially reasonable manner.
“‘A “private person has standing to sue under the UCL only if that
person has suffered injury and lost money or property ‘as a result of such
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unfair competition.’ [Citation.]” [Citation.] To satisfy the UCL standing
requirement, the plaintiff must “(1) establish a loss or deprivation of money
or property sufficient to qualify as injury in fact, i.e., economic injury, and
(2) show that that economic injury was the result of, i.e., caused by, the
unfair business practice or false advertising that is the gravamen of the
claim.” [Citation.]’ [Citation.] ‘In order to pursue a UCL claim, the plaintiff
must show that the practices that it characterizes as unlawful caused it to
suffer an actual economic injury.’ [Citation.]” (Demeter v. Taxi Computer
Services, Inc. (2018) 21 Cal.App.5th 903, 915 (Demeter); see also Bus. & Prof.
Code, § 17204.)
To sufficiently state a cause of action under the UCL, a party “must
state with reasonable particularity the facts supporting the statutory
elements of the violation.” (Khoury v. Maly’s of California, Inc. (1993) 14
Cal.App.4th 612, 619.) A pleading fails to state a cause of action under the
UCL if it “identifies no particular section of the statutory scheme which was
violated and fails to describe with any reasonable particularity the facts
supporting violation.” (Ibid.)
Applying those rules to Cassavetes’ proposed amended cross-complaint
shows that he failed to plead a valid cause of action for violation of the UCL.
As with his proposed fraud claim, Cassavetes’ proposed UCL claim stated in
generalized terms that he was damaged “in excess of $300,000.” It does not
allege how he was damaged or how he arrived at this $300,000 figure. As
with his fraud claim, Cassavetes has failed to allege any cognizable economic
injury he suffered in connection with his UCL claim. His proposed cross-
complaint therefore failed to establish he suffered an economic injury
necessary to establish standing to bring a UCL claim against AMAG.
(Demeter, supra, 21 Cal.App.5th at p. 915; Bus. & Prof. Code, § 17204.) We
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therefore find no abuse of discretion in the trial court’s denial of Cassavetes’
motion for leave to amend.
B. Motions for Summary Judgment
Cassavetes contends the trial court erred in declining to rule on either
of his summary judgment motions or the summary judgment motion filed by
New Yellow. We reject this argument for several reasons.
First, to the extent Cassavetes argues the trial court erred by ruling on
its motion for judgment on the pleadings before ruling on the summary
judgment motions, we are not persuaded. As our Supreme Court has
recognized, “courts have inherent authority to control their own calendars
and dockets.” (Walker v. Superior Court (1991) 53 Cal.3d 257, 267.) As part
of this authority, Code of Civil Procedure section 438, subdivision (b)(2),
expressly gives the trial court the power to grant judgment on the pleadings
“upon its own motion.” Cassavetes has provided no authority suggesting the
court was barred from bringing or resolving its own motion for judgment on
the pleadings before ruling on the pending summary judgment motions. “It is
the parties’ responsibility to support claims of error with meaningful
argument and citation to authority. [Citations.] When they do not furnish
legal argument with citation to authority on a particular point, we may treat
the point as forfeited and pass it without consideration. [Citations.]” (Shaw
v. Los Angeles Unified School Dist. (2023) 95 Cal.App.5th 740, 754.)
Second, Cassavetes acknowledges that he decided to voluntarily
withdraw his first summary judgment motion from the court’s consideration.
He has therefore waived any claim of error arising from the trial court’s
failure to rule on the merits of that motion. “Under the doctrine of waiver, a
party loses the right to appeal an issue caused by affirmative conduct or by
13
failing to take the proper steps at trial to avoid or correct the error.
[Citation.]” (Telles Transport, Inc. v. Workers’ Comp. Appeals Bd. (2001) 92
Cal.App.4th 1159, 1167.) Having affirmatively and voluntarily withdrawn
his first summary judgment motion from the trial court’s consideration, he
has waived any argument that the trial court erred by not considering it.
Third, in briefing their summary judgment motions below, Cassavetes
and New Yellow both expressly conceded that summary judgment was
inappropriate, and instead all they were seeking in their motions was a
judicial determination that “Cassavetes has a valid defense” to AMAG’s
complaint.5 The trial court’s entry of judgment in Cassavetes’ favor on
AMAG’s complaint rendered this question moot.
Even if we were to assume that Cassavetes was entitled to summary
adjudication on his affirmative defense of failure to mitigate, the end result
would be the same: a judgment that AMAG take nothing from Cassavetes on
its complaint against him. Having obtained that exact result in the trial
court, Cassavetes has not demonstrated any prejudice flowing from the trial
court’s determination that the entry of judgment on the pleadings mooted his
request for summary adjudication. “‘[W]e review the trial court’s rulings and
not its reasoning.’ [Citation.]” (Coral Construction, Inc. v. City and County of
San Francisco (2010) 50 Cal.4th 315, 336.)
We therefore find no error by the trial court in connection with the
motions for summary judgment.
5 Having conceded below that there was a triable issue of material fact
that precluded the court from granting summary judgment in Cassavetes’
favor, Cassavetes has not established any prejudice from the trial court’s
failure to reach the merits of his arguments in favor of summary judgment.
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II. AMAG’s Cross Appeal
On appeal, AMAG does not dispute that a claim for breach of the
guaranty arising from YP’s default on the loan in 2012 is barred by the
statute of limitations. Instead, AMAG argues that its claim for breach of
contract arises from Cassavetes’ failure to satisfy YP’s obligations under the
2017 default judgment and was therefore brought within the limitations
period. AMAG argues the trial court erred in concluding that Cassavetes had
no obligation under the guaranty to satisfy the 2017 default judgment
against YP. We conclude AMAG has failed to establish error by the trial
court and affirm.
“We independently review the superior court’s ruling on a motion for
judgment on the pleadings to determine whether the complaint states a cause
of action. In so doing, we must accept the factual allegations of the pleadings
as true and construe them liberally. [Citation.] If a judgment on the
pleadings is correct on any theory of law applicable to the case, we will affirm
it regardless of the considerations used by the superior court to reach its
conclusion. [Citation.]” (Bucur v. Ahmad (2016) 244 Cal.App.4th 175, 184–
185.)
AMAG’s argument on appeal focuses on seemingly contradictory
language in paragraphs 1 and 3 of the guaranty. Paragraph 1 provides in
pertinent part that Cassavetes “unconditionally guarantees and promises to
make upon demand the payment when due . . . any and all indebtedness of
[YP] to AMAG . . . arising under the Loan Agreement, Secured Promissory
Note and all other documents and agreements executed by [YP] in connection
with the Loan Agreement.” However, paragraph 3 of the guaranty appears to
provide a more expansive definition of Cassavetes’ obligations under the
agreement, stating that Cassavetes “unconditionally guaranties the payment
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of any and all indebtedness of [YP] to AMAG . . . upon . . . default of the
payment of any obligation or indebtedness owed by [YP] to AMAG.”
AMAG argues the trial court erred in relying on the language of
paragraph 1 to conclude that Cassavetes had no obligation to satisfy the
default judgment because it was not “executed by” YP. Instead, AMAG
argues the trial court should have adopted the more expansive language of
paragraph 3 to find that Cassavetes was obligated to satisfy “any obligation
or indebtedness” of YP, which included the 2017 default judgment.
The issue here is one of contract interpretation. “The fundamental goal
of contractual interpretation is to give effect to the mutual intention of the
parties at the time of contract formation. (Civ. Code, § 1636.) ‘We ascertain
that intention solely from the written contract if possible, but also consider
the circumstances under which the contract was made and the matter to
which it relates. [Citations.] We consider the contract as a whole and
interpret the language in context, rather than interpret a provision in
isolation. [Citation.] We interpret words in accordance with their ordinary
and popular sense, unless the words are used in a technical sense or a special
meaning is given to them by usage. [Citation.] If contractual language is
clear and explicit and does not involve an absurdity, the plain meaning
governs.’” (Ford v. The Silver F, Inc. (2025) 110 Cal.App.5th 553, 565–566.)
The interpretation of a written contract is a question of law subject to
de novo review. (Romo v. Y-3 Holdings, Inc. (2001) 87 Cal.App.4th 1153,
1158; Franco v. Greystone Ridge Condominium (2019) 39 Cal.App.5th 221,
227.) However, “on appeal, the trial court’s judgment is presumed correct,
and the burden is on the Appellants to demonstrate reversible error.
[Citation.] This is true even on de novo review.” (Meridian Financial
Services, Inc. v. Phan (2021) 67 Cal.App.5th 657, 708.)
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We cannot conclude the trial court’s interpretation of the guaranty was
erroneous. We must interpret the guaranty as a whole and in the context
and circumstances in which it was made. Here, there is no question that
Cassavetes only signed the guaranty to secure the loan to YP. When read in
this context, the language of paragraph 1 reasonably limits Cassavetes’
obligations under the guaranty to satisfying YP’s debts under the loan
agreement rather than any and all future debts YP incurred.
This conclusion is further bolstered by the loan documents themselves.
The loan agreement between YP and AMAG acknowledged that the loan was
conditioned on Cassavetes personally guaranteeing “payment of all amounts
due and owing under [the loan].” In this sense, the loan agreement itself also
contemplated that Cassavetes’ obligations to AMAG would be limited to
covering YP’s obligations under the loan rather than guaranteeing all
obligations YP may ever incur in the future, whether arising from the loan or
not. The language from the loan agreement is consistent with the limits
imposed by paragraph 1 of the guaranty.
“[W]hen interpreting a contract, we strive to interpret the parties’
agreement to give effect to all of a contract’s terms, and to avoid
interpretations that render any portion superfluous, void or inexplicable.”
(Brandwein v. Butler (2013) 218 Cal.App.4th 1485, 1507.) Here, adopting
AMAG’s argument would render the limiting language of paragraph 1
superfluous.6 AMAG’s argument that paragraph 1 is meant to define
6 We reject AMAG’s contention that the trial court’s interpretation of
paragraph 1 would render superfluous the phrase “whether voluntary or
involuntary” as used in the definition of “indebtedness” in paragraph 2 of the
guaranty. This language is meant to be illustrative of the parties’ intention
that “[t]he word ‘indebtedness’ is used herein in its most comprehensive
sense,” rather than a substantive description of the scope of the guaranty.
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Cassavetes’ present obligations while paragraph 3 defines his future
obligations has no support in the text of the guaranty.
At most, we can say the guaranty is subject to two differing, reasonable
interpretations under the language of paragraphs 1 and 3. But this is not
sufficient to establish reversible error by the trial court. “[A]n appellate court
must determine that the trial court’s interpretation is erroneous” and not
merely “‘one of two or more reasonable constructions’” or an “‘equally
tenable’” interpretation “before it may properly reverse a judgment.”
(Parsons v. Bristol Development Co. (1965) 62 Cal.2d 861, 865–866; see also
Scruby v. Vintage Grapevine, Inc. (1995) 37 Cal.App.4th 697, 706 [where the
trial court’s interpretation of a written instrument is consistent with the
intent of the parties, an appellate court will not reverse simply because the
language is susceptible to a different, “equally tenable” construction].)
We conclude that AMAG has not carried its burden on appeal to
establish the trial court’s interpretation of the scope of the guaranty was
erroneous. As this determination is sufficient to affirm the trial court’s grant
of judgment on the pleadings on AMAG’s complaint, we need not reach
AMAG’s other arguments and decline to do so.
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DISPOSITION
The judgment is affirmed. Cassavetes’ motion for sanctions is denied.
The parties are to bear their own costs on appeal.
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS
ZUKIN, P. J.
We concur:
TAMZARIAN, J.
COGLIATI, J.*
* Judge of the Santa Cruz Superior Court, assigned by the Chief Justice
pursuant to article VI, section 6 of the California Constitution.
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