Filed 8/18/26 Jones v. Jones CA1/1
NOT TO BE PUBLISHED IN OFFICIAL REPORTS
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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
FIRST APPELLATE DISTRICT
DIVISION ONE
JAMES BORT JONES,
Plaintiff and Appellant, A173537
v. (San Mateo County
CLIFF OWNBEY JONES, Super. Ct. No. 23CIV02718)
Defendant and Respondent.
Plaintiff James Bort Jones (Bort) sued his brother, defendant Cliff
Ownbey Jones (Cliff) over a 1969 Chevrolet Camaro that was purchased by
their mother in 1979 for Bort’s use but was in Cliff’s possession after her
death.1 As part of a settlement reached in early 2021, Cliff agreed to
cooperate in transferring the title to Bort. The car was delivered to Bort in
November 2022, and title documents were transferred around seven months
later. Believing Cliff was dilatory in transferring the car and title, Bort
brought this action asserting causes of action for conversion, trespass, breach
of contract, and breach of the implied covenant of good faith and fair dealing.
1 According to the complaint, “[t]he Vehicle is considered a ‘classic’
muscle car of the 1970’s and is bought and sold in the classic car market for
thousands of dollars and in many cases at auctions at prices in the six
figures.”
The trial court sustained Cliff’s demurrer to the operative complaint (the
third amended complaint or TAC) and entered judgment in Cliff’s favor. We
affirm most of the trial court’s order sustaining the demurrer, except we
reverse one aspect of the ruling regarding the claim alleging a breach of the
implied covenant of good faith and fair dealing.
I.
FACTUAL AND PROCEDURAL
BACKGROUND
The following facts are taken from the TAC, and we accept them as
true in reviewing whether the trial court properly sustained the demurrer.
(Center for Environmental Health v. Perrigo Co. (2023) 89 Cal.App.5th 1, 13–
14.)
After their mother died, Bort, Cliff, and their two brothers settled
various disputes in a “Global Settlement Agreement and Mutual Release”
(GSA) signed in February 2021. The trial court took judicial notice of the
GSA, but it is not part of our appellate record. According to the court, a term
of the GSA stated that the “[p]arties shall cooperate to get Bort on the title to
the 1969 Chevrolet Camaro [and two other vehicles], which vehicles are in his
possession.” At one point, the court ruled that any grievances Bort had with
Cliff’s actions regarding the Camaro before the GSA were barred by the
agreement, and Bort does not challenge this ruling on appeal.
Although the GSA suggested that the Camaro was in Bort’s possession
at the time of the agreement, the TAC alleged, and the parties agree, that it
was actually in Cliff’s possession. In November 2022, the car was delivered
to Bort by being transported to his house. About seven months later, in July
2023, a “Special Interest License” was signed and delivered to Bort’s counsel,
which allowed for the title to be finally transferred.
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According to the TAC, until these events transpired, Cliff “took
absolutely no steps at all to transfer possession or title to the [car] and
Special Interest License to [Bort].” The TAC alleged that the “over 20
months” it took to transfer possession and the “over 28 months” it took to
transfer the title were “well beyond any reasonable period of time.”
The TAC alleged that Cliff’s delays in transferring the car and title
amounted to conversion, trespass, a breach of the settlement agreement, and
a breach of the implied covenant of good faith and fair dealing. It also alleged
that Cliff separately breached the implied covenant of good faith by
intentionally damaging the car after the GSA was signed.
Cliff filed a demurrer, which the trial court sustained without leave to
amend.
II.
DISCUSSION
We review de novo a judgment of dismissal after a demurrer is
sustained without leave to amend. (Brown v. County of Los Angeles (2014)
229 Cal.App.4th 320, 322.) In doing so, “[w]e decide independently whether
the facts alleged in the complaint suffice to state a cause of action. [Citation.]
‘ “We treat the demurrer as admitting all material facts properly pleaded, but
not contentions, deductions or conclusions of fact or law. [Citation.] We also
consider matters which may be judicially noticed.” [Citation.] Further, we
give the complaint a reasonable interpretation, reading it as a whole and its
parts in their context.’ [Citation.] To decide if a trial court abused its
discretion in making its ruling without leave to amend, we assess ‘whether
there is a reasonable possibility that the defect can be cured by amendment.’
[Citation.] The burden of identifying new allegations that could cure a defect
rests ‘squarely on the plaintiff.’ ” (California Dental Assn. v. Delta Dental of
California (2025) 115 Cal.App.5th 142, 152, fn. 5.)
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A. The Trial Court Properly Sustained the Demurrer as to the
Causes for Conversion and Trespass.
“ ‘ “Conversion is the wrongful exercise of dominion over the property of
another. The elements of a conversion claim are: (1) the plaintiff’s ownership
or right to possession of the property; (2) the defendant’s conversion by a
wrongful act or disposition of property rights; and (3) damages.” ’ ” (Welco
Electronics, Inc. v. Mora (2014) 223 Cal.App.4th 202, 208.) Where there is
“no wrongful act or disposition” a conversion claim fails. (Spates v. Dameron
Hospital Assn. (2003) 114 Cal.App.4th 208, 222.) In general, the plaintiff
must allege and prove an actual and substantial interference with his or her
ownership or right to possession of the property. (Zaslow v. Kroenert (1946)
29 Cal.2d 541, 550–551.) The defendant’s conduct “ ‘must be knowingly or
intentionally done,’ but a ‘wrongful intent’ or motive is not a requirement.”
(Berry v. Frazier (2023) 90 Cal.App.5th 1258, 1271.)
“In contrast [to conversion], trespass to chattels ‘lies where an
intentional interference with the possession of personal property has
proximately caused injury,’ [citation], but the interference is ‘ “not sufficiently
important to be classed as conversion.” ’ [Citation.] ‘Though not amounting
to conversion,’ in an action for trespass to chattels ‘the defendant’s
interference must . . . have caused some injury to the chattel or to the
plaintiff’s rights in it.’ ” (Berry v. Frazier, supra, 90 Cal.App.5th at p. 1271.)
We agree with the trial court that the TAC did not allege that Cliff
sufficiently interfered with Bort’s possession of the Camaro to state a claim
for conversion or trespass. Cliff’s obligation under the GSA was to cooperate
in transferring the title to Bort, not necessarily to quickly and unilaterally
deliver the car and accomplish the title transfer. As the trial court noted, it
matters that the TAC did not allege that Bort himself made prompt efforts to
gain possession of the car and title. The TAC alleged that on February 13,
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2022—about a year after the GSA was signed—Bort sent an email to the
trustee of his mother’s trust stating that “registration to [the car] had still
not happened and it had been almost one year.” The trustee responded that
he “was looking into the process with [Cliff] and [Cliff’s] attorney.” The TAC
further alleged that on April 29, 2022, Bort’s attorney emailed the trustee or
the trustee’s lawyers “claiming no substantive response had been received . . .
and the Trustee[’]s obligations could no longer be deferred.” According to the
TAC, about a month later Cliff’s attorney sent an email to Bort’s attorneys
informing them that the car was inoperable but that Cliff “would transfer
title to the Vehicle . . . along with the keys . . . to [Cliff’s] legal counsel.” As
we have said, the vehicle was delivered to Bort on November 4, 2022.
According to the TAC, however, it was not until March 2, 2023, that Cliff
signed an “Application for Replacement or Transfer of Title,” which was not
delivered until April 18, 2023. Finally, the TAC alleged that yet another
document was required to complete the transfer—a “Special Interest License
Plate Application”—and it was not sent by Cliff or his attorney until July 6,
2023.
The trial court found that these allegations did not “amount to a
specific demand [by Bort] for the vehicle, and [did] not include any offer [by
Bort] to take any steps to recover the car, such as by picking it up.” Bort
alleged he was not required to demand the car directly from Cliff or engage in
“self-help” to acquire it. He insisted in the TAC that he had “no obligation to
make any formal demand directly on [Bort] for the return of possession of the
Vehicle” or title documents, in part because “the relationship between [the
brothers] was very hostile and any self-help . . . may have escalat[ed] into
physical batteries and assaults between [them].”
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Bort’s contentions that he was reasonable not to demand or take
possession of the car and title miss the point. Cliff was not the only one
required to cooperate in the process. He and Bort were both required to
cooperate to facilitate the transfer. “Cooperate” means “[t]o work or act
together toward a common end or purpose.” (American Heritage Dictionary
of the English Language Online, https://www.ahdictionary.com/word/
search.html?q=cooperate (as of Aug. 17, 2026).) We recognize that, as a
practical matter, some steps needed to accomplish the transfer had to be
taken by Cliff, as he was in possession of the car and title. But Cliff was not
required to complete the transfer immediately and unilaterally. In short, we
agree with the trial court that the allegations that Cliff failed to transfer the
car and title quickly enough did not allege a substantial interference with
Bort’s possession of the car.
B. The Trial Court Properly Sustained the Demurrer as to the
Breach of Contract Cause of Action.
For the same reasons, we agree with the trial court’s sustaining the
demurrer as to Bort’s claim that Cliff breached the GSA. (See Hernandez v.
Board of Education (2004) 126 Cal.App.4th 1161, 1176 [“A settlement
agreement is simply a contract”].) We agree with the court that even though
the TAC alleged in conclusory terms that Cliff failed to cooperate as the GSA
required, the TAC did “not allege any meaningful lack of cooperation by
[Cliff] that would amount to a breach.” Again, the only specific actions that
Bort or his attorney allegedly took to initiate or coordinate with Cliff about
transferring the car and title were sending the February 13, 2022 email to
the trustee stating that “the title and registration . . . had still not happened
and it had been almost one year,” and sending the April 29, 2022 email to the
trustee complaining that “no substantive response had been received . . . and
the Trustee[’]s obligations could no longer be deferred.” These allegations are
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insufficient to state a cause of action against Cliff for having breached the
GSA by being uncooperative.
C. Bort Stated a Claim for a Breach of the Covenant of Good Faith
and Fair Dealing.
We come to a different conclusion regarding Bort’s claim that Cliff
breached the covenant of good faith and fair dealing. “ ‘The implied promise
[of good faith and fair dealing] requires each contracting party to refrain from
doing anything to injure the right of the other to receive the benefits of the
agreement.’ [Citation.] ‘In essence, the covenant is implied as a supplement
to the express contractual covenants, to prevent a contracting party from
engaging in conduct which (while not technically transgressing the express
covenants) frustrates the other party’s rights to the benefits of the contract.’ ”
(Avidity Partners, LLC v. State of California (2013) 221 Cal.App.4th 1180,
1204.)
Although we agree with the trial court that the allegations of Cliff’s
delay were insufficient to state a claim for a breach of the covenant of good
faith and fair dealing, the TAC separately alleged that Cliff intentionally
damaged the vehicle after the GSA was signed, as he “was determined to
return it to [Bort] in as poor condition as he could orchestrate in an act of
vengeance toward his brother given their hostile relationship.” We conclude
that the allegation sufficiently stated a claim for a violation of the covenant of
good faith and fair dealing.
The trial court noted that the allegation apparently contradicted, at
least in part, allegations in earlier versions of the complaint. The earlier
versions are not included in our record, but according to the court at least one
of them “appeared to have alleged that the bulk of the damage to the car was
sustained prior to the GSA being signed in 2021.” In addition to this possible
pleading inconsistency, the court was concerned that the TAC did not allege
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that Bort “took any steps at all to determine the vehicle’s condition or method
of storage between the signing of the GSA and the return of the vehicle.”
But the TAC specifically alleged that Cliff “conscious[ly] and
deliberate[ly]” failed to protect the car, and that “a great deal of the damage,
although not all of the damage, occurred after the effective date of the GSA.”
In our view, even if Bort failed to inquire about the car’s condition or the
manner in which it was being stored, he can still hold Cliff accountable for
any damage that he can prove was intentionally and in bad faith inflicted on
the car after the GSA was signed. In short, whether Cliff intentionally and in
bad faith damaged the car after the GSA was signed is a factual question that
cannot be resolved as a matter of law. We therefore reverse this aspect of the
trial court’s ruling sustaining the demurrer.
III.
DISPOSITION
The judgment of dismissal is reversed. The order sustaining the
demurrer is reversed as to the claim that Cliff breached the covenant of good
faith and fair dealing by intentionally damaging the car after the GSA, but it
is affirmed in all other respects. The parties shall bear their own appellate
costs.
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_________________________
Humes, P. J.
WE CONCUR:
_________________________
Banke, J.
_________________________
Langhorne Wilson, J.
Jones v. Jones A173537
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