Filed 8/19/26 Kramer v. Quality Loan Service Corp. CA1/1
NOT TO BE PUBLISHED IN OFFICIAL REPORTS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 This opinion has not been certified for publication or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
FIRST APPELLATE DISTRICT
DIVISION ONE
ROBERT KRAMER,
Plaintiff and Appellant, A173614
v.
(Alameda County Super.
QUALITY LOAN SERVICE Ct. No. 24CV071997)
CORPORATION, et al.,
Defendants and Respondents.
MEMORANDUM OPINION1
According to appellant Robert Kramer’s first amended complaint,
Kramer submitted to respondent trustee (Quality Loan Services Corporation)
two bids for Kramer’s former property in Oakland, under Civil Code section
2924m, subdivision (c)(4)(A);2 but in the course of rejecting Kramer’s second
bid, the trustee allegedly breached its duty of good faith and fair dealing,
committed fraud by deceit, misrepresentation, or concealment, breached an
implied contract with Kramer, committed negligence per se, and breached its
1 We resolve this case by memorandum opinion. (Cal. Stds. Jud.
Admin., § 8.1.) We provide a limited factual summary because our opinion is
unpublished and the parties know, or should know, “the facts of the case and
its procedural history.” (People v. Garcia (2002) 97 Cal.App.4th 847, 851.)
2 Undesignated statutory references are to the Civil Code.
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fiduciary duty. The trial court sustained the trustee’s demurrer without
leave to amend, observing that subdivision (c)(4)(A) limits an eligible bidder
to a single bid.
In this appeal, Kramer argues: (1) section 2924, subdivision (b),
provides no immunity for the trustee’s allegedly unlawful conduct; (2) a cause
of action for negligence should lie for the trustee’s refusal to accept Kramer’s
purportedly lawful second bid; (3) a cause of action for breach of implied
contract should lie for the trustee’s “deceptive conduct in refusing to accept”
Kramer’s second “bid and deceiving [him] by falsely representing the involved
property had been auctioned”; (4) a cause of action for breach of the duty of
good faith and fair dealing should lie for the same purportedly deceptive
conduct; and (5) a cause of action for breach of fiduciary duty should lie for,
according to the complaint, the trustee’s negligent actions “in failing to
accept” Kramer’s second “bid and in deceiving [Kramer] regarding [the
trustee’s] duty to do so and misrepresenting the facts pertaining to their
justification” for doing so. As we explain below, section 2924m,
subdivision (c)(4)(A), does not authorize a second bid, so Kramer’s last four
arguments lack merit and his first is moot.3
For an order sustaining a demurrer, “the standard of review on appeal
is de novo.” (Berg & Berg Enterprises, LLC v. Boyle (2009) 178 Cal.App.4th
1020, 1034.) “ ‘In determining whether plaintiffs properly stated a claim for
relief, our standard of review is clear: “ ‘We treat the demurrer as admitting
all material facts properly pleaded, but not contentions, deductions or
conclusions of fact or law.’ ” ’ ” (Bearden v. U.S. Borax, Inc.
3 We do not reach Kramer’s contention that subdivision (c)(4)(A)
implicitly creates “a private right of action when not obeyed by the trustee
. . . .” Even if such an action were implicitly created by that subdivision, our
analysis would preclude it from lying in this case.
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(2006) 138 Cal.App.4th 429, 432.) Where the dispositive question is one “of
statutory construction, our review is [also] de novo.” (Reid v. Google, Inc.
(2010) 50 Cal.4th 512, 527.) “ ‘Under settled canons of statutory construction,
in construing a statute we ascertain the Legislature’s intent in order to
effectuate the law's purpose. [Citation.] We must look to the statute’s words
and give them “their usual and ordinary meaning.” [Citation.] “The statute’s
plain meaning controls the court’s interpretation unless its words are
ambiguous.” ’ ” (Ibid.)
There is no ambiguity in the plain meaning of the statute at issue here.
Section 2924m, subdivision (c)(4)(A), provides that “during the 45-day period”
“after the trustee’s sale,” “an eligible bidder may submit to the trustee a bid
in an amount that exceeds the last and highest bid at the trustee’s sale . . . .”
According to the statute, then, the nature of the bid in question is that it
“exceeds the last and highest bid at the trustee’s sale,” which has already
ended. (§ 2924m, subd. (c)(4)(A).) The statutory text thus conceives of such a
bid in a way that is indexed to a dollar amount that has been fixed by the
time the 45-day window for bidding begins; it says nothing about bids that
are meant to exceed other bids placed within that 45-day window, so it
cannot be read as authorizing successive bids like Kramer’s.
For the same reason, we reject Kramer’s argument that the statutory
phrase “ ‘exceed[ing] the last and highest bid’ ” compels the conclusion that
“every eligible bidder gets one last opportunity during the 45-day window . . .
to increase their bid.” (Italics, boldface, and underscoring omitted.) As the
text of the statute reveals, the “last and highest bid” refers to a bid “at the
trustee’s sale,” not a bid during the 45-day period “after the trustee’s sale.”
(§ 2924m, subd. (c)(4)(A).) Thus, the statute authorizes eligible bidders to
place “a bid” that is higher than a certain bid that had already been made at
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the trustee’s sale, but it does not confer any power to place a successive bid
that is higher than some other bid that was placed during the 45-day period
following the trustee’s sale.
Finally, we note that Kramer’s erroneous construction of the statute,
and the failure of that construction to distinguish the trustee’s sale from the
45-day period after the trustee’s sale, also underlies his contention that the
trustee had deceived him by falsely representing to Kramer that “the sale of
the property had [already] occurred” by the time of Kramer’s attempted
second bid. As alleged in the first amended complaint, an employee of the
trustee told Kramer that the trustee does “not allow for any [post-sale]
bidders pursuant to [section] 2924m to send in addition [sic] funds to increase
their overbid.” But this statement does not make the misrepresentation
Kramer ascribes to it, because in the section “2924m” context expressly
invoked by the statement, “[post-sale] bidders” are simply eligible bidders
who have placed a bid in the period after the trustee’s sale. Thus, even where
deception is the gravamen of a cause of action in the first amended complaint,
the question of whether that cause of action would lie depends on the correct
interpretation of section 2924m.
Consequently, Kramer has failed to allege conduct for which the trustee
would need immunity, rendering his first claim moot. His other claims fail
on their merits.
DISPOSITION
We affirm.
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_________________________
SMILEY, J.
WE CONCUR:
_________________________
BANKE, Acting P. J.
_________________________
LANGHORNE WILSON, J.
Kramer v. Quality Loan Service Corporation / A173614
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