Filed 10/16/26 Wein v. Owens CA4/3
NOT TO BE PUBLISHED IN OFFICIAL REPORTS
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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
FOURTH APPELLATE DISTRICT
DIVISION THREE
ROBERT WEIN,
Plaintiff and Respondent, G065718
v. (Super. Ct. No. 30-2022-
01243985)
ORLINA OWENS,
OPINION
Defendant and Appellant.
Appeal from a judgment of the Superior Court of Orange County,
Sandy N. Leal, Judge. Affirmed.
Sideman & Bancroft and John D. van Loben Sels for Defendant
and Appellant.
Manasserian Law, Armen Manasserian, Arya Channaveeraiah,
and Matthew Ames for Plaintiff and Respondent.
The trial court found plaintiff Robert Wein loaned money to
defendants Orlina Owens and Michael Owens, who did not pay it back. Only
Orlina appeals,1 contending primarily she was not a party to the loan. But
substantial evidence supports an inference otherwise: she signed multiple
draft promissory notes, which listed her as a borrower and indicated the loan
would be secured by a deed of trust against her and Michael’s house. Further,
Wein’s loan disbursements were deposited into Orlina’s joint account with
Michael. We therefore affirm.
FACTS
Wein and Michael met in 2015 and later became friends. At the
time, Michael was married to Orlina.
Michael was active in forming startup companies. In early 2019,
to avoid using a home equity line of credit, he asked Wein to lend him money
so he could cofound a new startup, CertCan Laboratories, Inc.
In March 2019, Michael e-mailed Wein a draft promissory note
“for discussion purposes.” The note listed the loan amount as $500,000,
identified Michael as the sole borrower, and said the debt would be secured
by a deed of trust against Michael’s and Orlina’s Newport Coast residence. In
his e-mail to Wein, Michael commented that the note could be converted to
CertCan shares “if you choose.” Michael re-sent the draft note to Wein in
early April and forwarded the note to Orlina to print.
On April 10, Michael and Wein reached an oral agreement
concerning the loan’s major terms: the amount would be $500,000, the term
would be two years with an option to extend for one year, interest would
accrue at eight percent, the loan would be secured by a deed of trust against
1 We respectfully refer to defendants by their first names.
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Michael’s and Orlina’s Newport Coast residence, and a second deed of trust
recorded against their residence would be subordinated. According to Wein
(and as ultimately found by the trial court), he and Michael further agreed
Wein would have the option to convert his right to repayment to the right to
receive CertCan stock. Michael was to prepare all necessary documents,
including a promissory note, deed of trust, and subordination agreement.
Wein admittedly did not speak with Orlina about the terms of the
agreement, but the record suggests she was nonetheless aware of it. On the
afternoon of April 10, for example, Orlina e-mailed Wein a PDF of the signed
promissory note. Since the signature page was blurry to the point of being
illegible, Orlina told Wein in her e-mail, “We can get you a better quality copy
when we get back.” The next day, Wein wired $100,000 to Michael’s and
Orlina’s joint bank account.
Meanwhile, Wein forwarded the promissory note to his attorney,
who replied that a deed of trust would need to be recorded. Wein forwarded
his attorney’s e-mail to Michael, who in May 2019 sent Wein an unsigned
“[r]evised” promissory note and draft deed of trust. This second promissory
note again listed Michael as the only borrower, but the draft deed of trust
required signatures from both Michael and Orlina.
In June, Wein wrote Michael a check for $150,000, which Michael
deposited into his and Orlina’s joint account.
In July, Michael sent Wein a third unsigned promissory note,
which this time listed both Michael and Orlina as borrowers. This new
version altered the conversion option, requiring Wein to accept 5 million
shares of CertCan stock in lieu of monetary repayment. It also called for an
accelerated schedule with a final loan installment of $250,000 to be paid
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before June 30 (which had already passed). Wein refused to sign the note
because of these changes.
In December, Michael e-mailed Wein a fourth promissory note,
signed by both Michael and Orlina as borrowers, and a second unsigned deed
of trust, which listed both Michael and Orlina as “Trustor.” These documents
again contained the mandatory conversion obligation and the accelerated
funding schedule. Wein explained the documents were unacceptable for those
reasons.
In February 2020, Michael e-mailed Wein a fifth, unsigned
version of the promissory note, which reinstated the option to convert to
stocks but extended the repayment deadline to April 2023, with an option to
extend it further to April 2024. Wein replied the extension was not
acceptable.
Later that month, Michael e-mailed Wein a notarized copy of that
fifth version of the note, signed by both him and Orlina. Wein refused to sign
the note because it still contained the accelerated funding schedule and the
extended repayment deadline.
In March 2020, Michael gave Wein a check from CertCan for
$12,690.41 and told him it represented interest on the loan. This was the only
interest payment Wein ever received.
In May 2020, Wein wrote Michael a $150,000 check, which
Michael deposited into his and Orlina’s joint account. This was Wein’s final
disbursement to Michael and Orlina, bringing the total amount disbursed to
$400,000 (not $500,000 as originally agreed). After that, Wein decided not to
disburse any more funds to Michael and Orlina because they had failed to
provide the promised security or accurate loan documents, including a signed
deed of trust.
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Michael later sent Wein some stock certificates purporting to give
him shares in another business in exchange for the $400,000. Wein returned
the stock certificates, explaining the funds he had disbursed were a loan, not
an agreement to purchase stocks.
Michael and Orlina did not repay any of the $400,000 principal.
Aside from the single interest payment in April 2020, they also did not make
any interest payments.
Wein filed a complaint against Michael and Orlina in 2022. In his
operative first amended complaint, he alleged claims for breach of oral
contract, open book account, money lent and received, and unjust enrichment.
Meanwhile, Michael and Orlina divorced, and Michael transferred his
interest in the Newport Coast residence to Orlina, making her the sole owner
of the property.
The trial court held an unreported bench trial, hearing from
witnesses including Wein, Orlina, and Michael. It found for Wein on all
claims, adopted his proposed settled statement and statement of decision,
and entered judgment in favor of Wein and against Michael and Orlina,
holding them jointly and severally liable for $563,276.71, plus interest and
costs.
As to Orlina in particular, the trial court found that although she
did not participate in the loan negations, she was “nonetheless responsible,
as much as her husband, for the repayment of the loan” for five reasons: (1)
the loaned money was deposited into her and Michael’s joint account, (2) she
admittedly signed two versions of the promissory note listing her as a
borrower, (3) her name appeared on two draft unsigned deeds of trust offered
as a lien against her and Michael’s Newport Coast residence, (4) her name
appeared on a draft unsigned subordination agreement to subordinate an
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existing lien against the residence to Wein’s proposed deed of trust, and (5)
Michael transferred his interest in the residence to Orlina. Orlina appealed.
DISCUSSION
As many do, this case turns upon the standard of review.
“While reviewing a judgment based upon a statement of decision
following a bench trial, the appellate court reviews the trial court’s findings of
fact under a substantial evidence standard. [Citation.] In applying the
substantial evidence standard, an appellate court defers to a trial court’s
findings of fact by ‘liberally constru[ing] [them] to support the judgment.’
[Citation.] The court considers the evidence in the light most favorable to the
prevailing party and draws all reasonable inferences in support of the
findings.” (Jackson v. LegalMatch.com (2019) 42 Cal.App.5th 760, 767
(Jackson).)
Thus, “the question before us is not whether we would have
reached a different conclusion had we been the triers of fact. Rather, our
review is confined to whether any substantial evidence supports the trial
court’s findings . . . .” (Newman v. Casey (2024) 99 Cal.App.5th 359, 378
(Newman).) We “‘ha[ve] no power to judge the effect or value of, or to weigh
the evidence; to consider the credibility of witnesses; or to resolve conflicts in,
or make inferences or deductions from the evidence.’” (Ibid.)
We apply these deferential principles to the contract claim.
First, Orlina asserts there is no evidence she agreed to the oral
contract. We agree there is no direct evidence—nothing in the settled
statement suggests Orlina was present when Wein and Michael agreed to its
terms on April 10, 2019. Indeed, the parties stipulated that Wein “never
verbally negotiated or agreed upon any terms concerning any loan with
Orlina Owens.”
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But substantial evidence supports a reasonable inference that
Orlina both knew about and agreed to the contract’s terms. For example, on
April 10, the same day Wein and Michael reached the oral agreement, Orlina
sent Wein a PDF of the first signed version of the promissory note, which
listed her and Michael’s house as collateral for a $500,000 loan. And the next
day, $100,000 was deposited into her and Michael’s joint bank account. We
“draw[ ] all reasonable inferences” from these facts to support the judgment.
(Jackson, supra, 42 Cal.App.5th at p. 767.) We cannot “‘resolve conflicts in’”
the evidence. (Newman, supra, 99 Cal.App.5th at p. 378.)
Moreover, substantial evidence would also support a reasonable
inference that Orlina later ratified Michael’s oral agreement with Wein.
“‘Ratification is the voluntary election by a person to adopt in some manner
as [her] own an act which was purportedly done on [her] behalf by another
person, the effect of which . . . is to treat the act as if originally authorized by
[her].’” (City of Brentwood v. Department of Finance (2020) 54 Cal.App.5th
418, 436.) Even if an agent acts without the principal’s knowledge or
authority, the principal will nevertheless be bound by the agent’s conduct if
she subsequently ratifies the conduct. (Ibid.)
Again drawing all inferences in favor of the judgment,
substantial evidence shows Orlina voluntarily adopted the oral contract. In
December 2019, she admittedly signed the fourth version of the promissory
note as a “borrower”; in February 2020, she signed the fifth version of the
promissory note as a “borrower”; and $400,000 was transferred into her joint
account with Michael over the course of 13 months, without any apparent
objection by Orlina.
Next, Orlina contends that even if she was a borrower, the oral
contract is barred by the statute of frauds because it could not be performed
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in one year. (Civ. Code,2 § 1624, subd. (a)(1).) But courts interpret this
provision “literally and narrowly,” and “[o]nly those contracts which expressly
preclude performance within one year are unenforceable.” (Plumlee v. Poag
(1984) 150 Cal.App.3d 541, 548.) Orlina has not shown it was “‘impossible’” to
repay the loan within one year. (Id. at p. 549.) Indeed, every version of the
promissory note allowed the principal to be prepaid without penalty.3
Orlina also asserts Wein could not enforce the contract because
he failed to substantially perform his obligations by disbursing only $400,000
instead of the promised $500,000. But “‘[w]hen a party’s failure to perform a
contractual obligation constitutes a material breach of the contract, the other
party may be discharged from its duty to perform under the contract.’”
(Hohenshelt v. Superior Court (2025) 18 Cal.5th 310, 332.) Such was the case
here: Michael and Orlina never secured the loan with a signed deed of trust
against their Newport Coast residence, as required by the parties’ oral
agreement. Wein was therefore excused from loaning them the remaining
$100,000.
Turning to the other claims, Orlina contends there was no
substantial evidence she was unjustly enriched by Wein or that money was
lent and received vis-à-vis her and Wein. But Orlina admitted to receiving
$400,000 in her joint account. As best we can tell, she made no argument and
introduced no evidence at trial that she lacked access to or control over that
joint account.
2 All further undesignated statutory references are to this code.
3 And because Orlina was a borrower, the oral contract does not
fall within the statute of frauds as a “special promise to answer for the debt,
default, or miscarriage of another.” (§ 1624, subd. (a)(2).)
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Orlina similarly contends there was no evidence of a “written
book” of debits and credits to supports Wein’s common count for open book
account. But Wein produced electronic records of the debits and credits (his
three payments to defendants, and their single interest payment to him), and
the parties stipulated to the dates and amounts of those payments before
trial. Wein was therefore under no obligation to produce a physical “book” to
support this claim. (See Interstate Group Administrators, Inc. v. Cravens,
Dargan & Co. (1985) 174 Cal.App.3d 700, 708, fn.4; Code Civ. Proc., § 337a,
subd. (a) [“‘book account’” may be kept “in a bound book” or “in any other
reasonably permanent form and manner”].)
DISPOSITION
The judgment is affirmed. Wein shall recover his costs on appeal.
SCOTT, J.
WE CONCUR:
MOTOIKE, P. J.
SERVINO, J.
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