Filed 8/12/26 Chen v. Wu CA2/2
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS
California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions
not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion
has not been certified for publication or ordered published for purposes of rule 8.1115.
IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
SECOND APPELLATE DISTRICT
DIVISION TWO
ERIC CHEN et al., B349604
Plaintiffs and Appellants,
Los Angeles County
v. Super. Ct. No. 21PSCV01086
CHI-HUANG WU et al.,
Defendants and Respondents.
APPEAL from a judgment of the Superior Court of Los
Angeles County. Ashfaq G. Chowdhury, Judge. Affirmed.
FitzGerald Kreditor Bolduc Risbrough, Pfrancez C.
Quijano; Practus and Steven E. Young for Plaintiffs and
Appellants.
Chiao & Wu and Lyle R. Mink for Defendants and
Respondents.
───────────────
Plaintiffs and appellants Eric Chen and Cindy Chou
(together, Plaintiffs) appeal the trial court’s grant of summary
judgment in favor of defendants and respondents Chi-Huang Wu
and Pi-Hui Wu (together, Defendants)1 on Plaintiffs’ cause of
action for breach of contract.
The purported contract at issue concerned the sale of real
property and no formal contract between the parties was ever
signed by Defendants. The trial court found there was no triable
issue as to whether Defendants were estopped from asserting the
statute of frauds as a defense. Thus, it concluded there was no
enforceable contract and Defendants were entitled to judgment as
a matter of law.
We affirm the judgment. The only communications
Plaintiffs identify as constituting an agreement were with James
Wu—Defendants’ son and the parties’ dual broker for purposes of
the contemplated transaction. There is no evidence James had
authority to bind Defendants to sell their home nor any evidence
that would suffice to estop Defendants from asserting the equal
dignities rule as a defense.
BACKGROUND
I. Facts
Defendants are husband and wife. They owned a
residential property in Rowland Heights (the Property). They
once lived there but moved out and began renting it in 2019.
1 Defendants’ names are spelled in different ways in the
record. We adopt the spelling used on documents they hand-
signed. We refer to all individuals involved by their first names
because some of them share a common surname.
2
Plaintiffs are also husband and wife. They own and reside
in a house next door to the Property.
At some point, Defendants decided to sell the Property
rather than continue renting it. In October 2021, they entered
into a listing agreement with USA Life Management Corporation
(USA Life) to market and sell the Property. Their son James, a
licensed real estate broker, signed the agreement on behalf of
USA Life.
In November 2021, Eric noticed Defendants’ tenants
moving out of the Property and surmised it might be available for
sale. Soon after, he saw Pi-Hui. The following is Eric’s account of
their interaction:
“I . . . informed [Pi-Hui] that if [Defendants] ever want to
sell the Property we [Plaintiffs] were very interested in buying it.
[Pi-Hui] called and left a voicemail and informed us that she
would be very happy if we Purchased the Property. Cindy told me
that she had the . . . same conversation with [Pi-Hui] when [Pi-
Hui] called and spoke to her. I called [Pi-Hui] and informed her
that we were interested in buying the Property. [Pi-Hui]
informed us that her son James is a real estate agent, and told us
that he would handle the sale for them and if we did not have a
broker we could have James represent us as well and we could
just have a simple quick transaction.”
The record reflects no further direct communication
between Defendants and Plaintiffs. Nowhere in the summary
judgment record is there evidence that either Defendant
suggested to either Plaintiff that James had authority beyond
that of an ordinary broker. There is no evidence that either
Defendant indicated to either Plaintiff, by word or deed, that
James had written authority to enter into a contract for sale of
3
the Property on their behalf, or did not need such authority.
Plaintiffs concede in their briefing that Defendants did not
delegate to James authority to sign the purchase agreement on
their behalf.
On December 2, 2021, Eric contacted James to express
Plaintiffs’ interest in purchasing the Property. On December 3,
James showed the Property to Plaintiffs. On or before
December 4, in anticipation of buying the Property, Eric
requested from Bank of America a payoff amount for a mortgage
he had on a different residential property. On December 5, Eric e-
mailed James an offer for Plaintiffs to purchase the Property for
$1.49 million and requested that James also serve as Plaintiffs’
broker for the contemplated transaction. James agreed to act in
that capacity.
On the morning of December 7, 2021, James sent Eric a
text message responsive to Plaintiffs’ offer. James wrote, “Thank
you for your offer. Congratulations, my parents are grateful that
you have made an honest and respectable offer. We are going to
work on a small counter on some details of the offer in a short
email. Price is good, we are not going to counter that. I should
have that sent to your email by end of today. Once we shore up
all the details, I will put everything onto standard contract and
we can move into escrow.” That same day, without having
received Defendants’ counteroffer, Plaintiffs paid off the Bank of
America mortgage—approximately $68,000.
Over the ensuing days, Eric and James exchanged a
number of communications. James e-mailed a counteroffer to Eric
on December 8, 2021. Eric responded the following day accepting
most of the terms of the counteroffer except the proposed escrow
agent and requested to use a different one. On December 14,
4
2021, James e-mailed Eric “we are good with” Eric’s proposed
escrow agent. In parallel, James offered Eric unsolicited advice
about how to extend the WiFi from Plaintiffs’ house to the
Property after the sale closed.
On December 15, 2021, Eric and James discussed
inspections. Additionally, James advised Eric: “Just an FYI, I will
also have to post the property on active listing on [Multiple
Listing Service (MLS) on the morning of December 17] per real
estate rules. Once escrow opens, the listing will be updated to
pending.” Eric replied: “OK, great!”
By December 17, 2021, James had sent Eric a form of sale
agreement. Eric requested changes to contingency periods it
contained and James agreed to the changes. James sent a revised
form of agreement that Eric signed that evening via DocuSign,
but James had to resend it on December 18 so Cindy could use
DocuSign to sign, too.
Both Plaintiffs signed the form of agreement on
December 18, 2021 (the December 18 Document). That document
provided that Plaintiffs’ offer would “be deemed revoked” if
Defendants did not accept within three days. Neither Defendant
ever signed the December 18 Document.
On December 21, 2021, Eric e-mailed James about
instructions for funding escrow. James responded that
Defendants had received several offers on the Property after
listing it on the MLS and Plaintiffs were in fourth position.
On December 22, 2021, Defendants executed a purchase
agreement by which they agreed to sell the Property to a third
party for $1.57 million. After some preliminary litigation over a
lis pendens Plaintiffs recorded, that sale eventually closed.
5
II. Procedural History
Plaintiffs sued Defendants, as well as James and USA
Life,2 on December 30, 2021. As relevant here,3 they asserted
Defendants breached a contract to sell Plaintiffs the Property.
According to the complaint, the contract was formed “[o]n or
about December 15, 2021 [when] Plaintiffs and Defendants . . . ,
through their dual broker . . . James, entered into an agreement
for the purchase of the Property. This agreement was confirmed
in writing through electronic correspondence, including email. In
reliance on the agreement reached between the parties, Plaintiffs
altered their financial position, paying off a mortgage with funds
which were being saved for another purpose . . . .”
In February 2023, after significant discovery, Defendants
moved for summary judgment. They argued Plaintiffs’ cause of
action was barred by the statute of frauds (Civ. Code, § 1624,
subd. (a)(3))4, as well as the equal dignities rule (§ 2309).
The trial court first heard the motion on April 30, 2025. It
“held off on granting the motion” because it perceived a triable
issue as to whether Defendants were estopped from asserting the
statute of frauds as a defense. Its hesitation was based, at least
in part, on uncertainty about what Plaintiffs believed constituted
the operative contract. Rather than deny the motion, the court
2 James and USA Life settled Plaintiffs’ claims against them
for $50,000 and are not parties to this appeal.
3 Plaintiffs also sued Defendants for specific performance but
later dismissed that cause of action.
4 Undesignated statutory references are to the Civil Code.
6
asked the parties to submit revised separate statements to clarify
the factual underpinnings of their positions.
The parties submitted revised separate statements, and the
trial court conducted a further hearing on the motion. At the
hearing, the court pressed Plaintiffs’ counsel on what Plaintiffs
contended constituted the contract they were suing on. This
colloquy followed:
“[COUNSEL]: Well, the ultimate document is the fact that
we had a purchase . . . agreement document.
“THE COURT: No. I understand that.
“[COUNSEL]: That is it.
“THE COURT: That’s it?
“[COUNSEL]: Well, it’s the—
“THE COURT: It’s not the series of e-mails going back and
forth[?]
“[COUNSEL]: That is the lead-up to what ultimately took
place with a preparation of a purchase agreement. So . . . if you’re
asking me, are we relying on the e-mails for the terms? Not
really. We’re relying on the ultimate purchase agreement that
wasn’t signed, but we say was agreed to or our client—
“THE COURT: Okay. So essentially—
“[COUNSEL]: But everything is background which gives
context to the fact that you have a purchase agreement written
by the mutual broker and then the following assurances that they
had a deal.
“THE COURT: . . . So it’s basically you’re saying, [‘]Look,
we don’t disagree. The ultimate purchase agreement was
unsigned. But it would be unfair to rely on the statute of frauds
to kick our claim because we acted in detrimental reliance upon
the understanding that there was, in essence, an agreement.[’]
7
“[COUNSEL]: You said it better than I did, Your Honor.
Yes.”
After taking the matter under submission, the trial court
granted Defendants’ motion for summary judgment. In its
written decision, it explained, “where [P]laintiff[s] acknowledge[]
that [their] argument was in fact resting on the [December 18
Document]—and not on specific other emails or documents—the
Court finds itself constrained to GRANT this motion.” It later
continued, “Plaintiff[s] ha[ve] not established that the doctrine of
equitable estoppel should be applied here. . . . [P]laintiff[s] may
have paid off a loan earlier than [they] had to, but it is unclear
that [they] suffered any loss because of this. The Court did not
see authority provided by [P]laintiff[s] that paying off a loan on a
separate property in order to place oneself in a position to qualify
for a loan was detrimental reliance. [¶] At the end of the day,
transactions for real property such as this generally require
signed agreements for the very reasons that bring this dispute
before the Court.”
Plaintiffs timely appealed.
DISCUSSION
I. Standard of Review and Summary Judgment
We review the trial court’s grant of summary judgment de
novo to determine “whether there is a triable issue of [material]
fact and whether the moving party is entitled to judgment as a
matter of law.” (Mastro v. Petrick (2001) 93 Cal.App.4th 83, 86;
see also Code Civ. Proc., § 437c, subd. (c).) In that review, we
apply the same three-step analysis required of the trial court:
(1) identify the issues to which the motion must respond;
(2) determine whether the moving party establishes facts that
negate the opposing party’s claim; and (3) determine whether the
8
opposition demonstrates a triable issue of material fact. (Mastro,
at pp. 86–87.)
A moving defendant may meet its burden by showing that
the plaintiff cannot establish an essential element of the cause of
action or, alternatively, by “utiliz[ing] the tried and true
technique of negating (‘disproving’) an essential element of the
plaintiff’s cause of action.” (Brantley v. Pisaro (1996)
42 Cal.App.4th 1591, 1598.) If that burden is met, the burden
shifts to the plaintiff to demonstrate that a triable issue of
material fact exists. (Code Civ. Proc., § 437c, subd. (p)(2).) The
plaintiff “shall set forth the specific facts showing that a triable
issue of material fact exists as to the cause of action or defense.”
(Ibid.)
II. Analysis
“[T]he elements of a cause of action for breach of contract
are (1) the existence of the contract, (2) plaintiff’s performance or
excuse for nonperformance, (3) defendant’s breach, and (4) the
resulting damages to the plaintiff.” (Oasis West Realty, LLC v.
Goldman (2011) 51 Cal.4th 811, 821.) Defendants sought to
negate the first element by showing (i) there is no signed
agreement for sale satisfying the statute of frauds; and, (ii) in any
event, all Plaintiffs’ discussions pertaining to the terms of the
proposed sale were with James, and there is no signed
authorization for James to contract on the Plaintiffs’ behalf, or
any conduct on Defendants’ part, which might satisfy, or preclude
application of, the equal dignities rule.
A. Statute of Frauds
Pursuant to section 1624, subdivision (a)(3), a contract for
the sale of real property is invalid unless signed by the party to
9
be charged or an agent authorized in writing to sign on that
party’s behalf. It is undisputed that the December 18 Document
is not signed by Defendants. Nor is any other document
containing, or purported to contain, the material terms of the
sale.5
Plaintiffs argue there is a triable issue of fact as to whether
equitable estoppel bars Defendants from asserting the statute of
frauds as a defense. A party may be equitably estopped from
asserting the statute of frauds. (Wilk v. Vencill (1947) 30 Cal.2d
104, 108 (Wilk).) Generally, and Plaintiffs contend here, the
following four elements must be present for equitable estoppel to
apply: “ ‘ “(1) the party to be estopped must be apprised of the
facts; (2) he must intend that his conduct shall be acted upon, or
must so act that the party asserting the estoppel had a right to
believe it was so intended; (3) the other party must be ignorant of
the true state of facts; and (4) he must rely upon the conduct to
his injury.” ’ ” (Honeywell v. Workers’ Comp. Appeals Bd. (2005)
35 Cal.4th 24, 37.)
The trial court found the last element unsatisfied because
the only detrimental reliance Plaintiffs claimed was that they
paid off their $68,000 Bank of America mortgage on another
property early in anticipation of closing on the Property.
5 Because we affirm on another ground, we need not reach
Defendants’ argument about whether any document or
documents contained all material terms of the sale, or Plaintiffs’
argument that the trial court misunderstood their counsel as
conceding that the December 18 Document was the only one on
which they relied in claiming the existence of an enforceable
contract.
10
Plaintiffs contend the trial court erred for two reasons.
First, Plaintiffs say they also claimed a different detriment—they
“lost the opportunity to find another property around $1,4900,000
next to their house with a bedroom downstairs to take care of
their elderly parents.” Second, Plaintiffs argue paying off their
mortgage early could constitute detrimental reliance.
There is no evidentiary support for the contention that
Plaintiffs lost the opportunity to find an equivalent property.
Eric’s declaration states they had been unable to find a
comparable home, not that they missed out on buying another
comparable home in the week between when they allege they had
an agreement with Defendants and when James informed them
there was no deal. (Cf. Wilk, supra, 30 Cal.2d at pp. 106, 108 [loss
of opportunity to purchase comparable home that was offered for
sale during time when the defendant had led the plaintiff to
believe she would sell him her property was cognizable injury for
purposes of estoppel to assert statute of frauds].) The only
assertion that they lost the opportunity to find another home was
made by Plaintiffs’ counsel in argument. This is not evidence.
As to the second point, we agree it was error for the trial
court to conclude Plaintiffs’ paying off their Bank of America
mortgage early could not constitute detrimental reliance as a
matter of law. For purposes of equitable estoppel, “[t]he concept
of injury is equated with any prejudicial change of position.”
(Citizens Suburban Co. v. Rosemont Development Co. (1966)
244 Cal.App.2d 666, 679.) This, like the other elements of
equitable estoppel, is generally a question for the trier of fact.
(Mt. Holyoke Homes, LP v. California Coastal Com. (2008)
167 Cal.App.4th 830, 840.) Only “when the facts are undisputed
11
and only one reasonable conclusion can be drawn from them”
may equitable estoppel be decided as a matter of law. (Ibid.)
B. Equal Dignities Rule
We do, however, affirm the trial court’s ruling based on an
alternative argument raised by Defendants. Under the equal
dignities rule, codified at section 2309, “authority to enter into a
contract required by law to be in writing can only be given by an
instrument in writing.” (Ibid.; see also § 1624, subd. (a)(3).)
Like the statute of frauds, a party may be estopped from
asserting the equal dignities rule. (McGirr v. Gulf Oil Corp.
(1974) 41 Cal.App.3d 246, 254 (McGirr).) However, the facts that
may bar application of the statute of frauds to a purported oral
contract by an agent do not automatically bar application of the
equal dignities rule. (McGirr, at pp. 254–256.) Rather, estoppel to
assert the equal dignities rule may arise only from the principal’s
own acts or representations. (McGirr, at p. 254.)
Here, there is no dispute that James lacked written
authorization to enter into a contract on behalf of Defendants for
the sale of the Property. Plaintiffs admitted in response to
Defendants’ requests for admissions that such authorization was
never presented to them, and Defendants each testified no such
authorization existed. As Plaintiffs concede, signing authority
rested with Defendants themselves and not with James.
Nevertheless, Plaintiffs argue they presented evidence
James had ostensible authority to bind Defendants to a sale.
Fatal to their argument is Plaintiffs’ own admission that they
specifically “relied on James’[s] conduct that he had the ability to
bind [Defendants] in the sale of the Property.” (Italics added.)
Again, estoppel to assert the equal dignities rule may arise only
12
from the principal’s own acts or representations, not those of the
purported agent. (McGirr, supra, 41 Cal.App.3d at p. 254.)
Even setting this admission aside, only three of the facts
Plaintiffs say create a triable issue of James’s authority relate to
conduct by a Defendant. These are that “[Pi-Hui] authorized
James to communicate her decisions to [Plaintiffs], [Pi-Hui]
advised [Plaintiffs] to communicate with James regarding their
purchase of the Property,” and “[Defendants] expressed their
preference for [Plaintiffs] to work with James.”
None of these facts suggests James was anything more
than Defendants’ broker. Under longstanding California law,
nothing in the status as a broker implies authority to bind the
principal. (See, e.g., Duffy v. Hobson (1870) 40 Cal. 240, 244;
Holway v. Malloy (1945) 70 Cal.App.2d 317, 319.)
Defendants argue McGirr bars Plaintiffs’ cause of action in
this case and we agree. In that case, an employee of landowner
Gulf Oil Corp. (Gulf) presented himself as the “kingpin in [his]
territory” while negotiating a lease of a service station with the
plaintiff. (McGirr, supra, 41 Cal.App.3d at p. 250.) When the
employee refused to make good on what the plaintiff claimed was
a promised lease, the plaintiff sued Gulf. In support of its
conclusion that only actions of the principal can estop it from
asserting the equal dignities rule, the court found such estoppel
may arise in only two categories of cases: where the principal
“lulls the third person into believing that the agent has written
authority or does not need it; [or the principal] retains the
benefits of the contract with knowledge of the circumstances.”
(McGirr, at p. 258.)
On reply, Plaintiffs do not argue there were triable facts
establishing either scenario described in McGirr. Indeed,
13
Plaintiffs do not so much as acknowledge McGirr, and continue to
argue “James’[s] actions” and the mere fact that Defendants
communicated with Plaintiffs through him vested him with
authority to bind Defendants. (Italics added.) Plaintiffs
acknowledge Defendants’ arrangement with James did not
extend to any authorization to enter into a sale contract for the
Property on their behalf. Again, Defendants acknowledge it was
Pi-Hui, not James, who “was to sign the Purchase Agreement.”
In short, Plaintiffs point to no conduct on the part of
Defendants to suggest James had authority beyond that of an
ordinary broker and Plaintiffs concede James’s authority never
extended to executing any contract on Defendants’ behalf. The
equal dignities rule therefore bars Plaintiffs’ cause of action
against Defendants.
As Plaintiffs note, the trial court did not address
Defendants’ equal dignities arguments in its order. However, we
can, and do, affirm its judgment on equal dignities grounds as
Defendants raised it below and both parties briefed it on appeal.
(See Sargenti v. City of Long Beach (2026) 120 Cal.App.5th 702,
708.)
DISPOSITION
The judgment is affirmed. Defendants to recover their costs
on appeal.
RICHARDSON, J.
WE CONCUR:
LUI, P. J.
GOORVITCH, J.
14