Filed 8/17/26 Yang v. Li CA2/6
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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 This opinion has not been certified for publication or ordered published for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 SIX
QI YANG, et al., 2d Civ. No. B346169
(Super. Ct. No. 56-2021-
Plaintiffs and Respondents, 00554676-CU-OR-VTA)
(Ventura County)
v.
SHUO LI,
Defendant and Appellant.
Shuo Li appeals the judgment entered after a court trial.
The judgment was in favor of respondents, Qi Yang and Jiao Li.
It ordered that a residence “be partitioned by sale.” Respondents,
as husband and wife, owned a 50 per cent interest in the
property. Appellant owned the other 50 per cent. He and his
family live in the residence. “[T]he parties stipulate[d] that they
hold their respective 50% shares . . . as tenants in common.”
Appellant contends: (1) he was denied his right to a jury
trial on legal issues, (2) the trial court made “logically
incompatible” findings, (3) Yang’s admission during discovery
precludes partition of the property, (4) the trial court abused its
discretion in amending the complaint to add a new cause of
action for breach of contract, and (5) the judgment is not
supported by substantial evidence.
We amend the judgment to show that the second cause of
action was dismissed. As amended, we affirm the judgment.
Factual and Procedural Background
In 2016 appellant and respondents purchased the property
for $825,000. In October 2019 appellant and Qi Yang entered
into a written agreement (the 2019 agreement) concerning Yang’s
purchase of appellant’s 50 per cent interest in the property. The
agreement was written in Chinese. Translated into English, it
provided in relevant part: “[Appellant] will withdraw from the
property, and Qi Yang will take over it by paying [appellant]
$420,000. . . . Following the payment for the property,
[appellant] shall be given two months to move out of the property.
Should the payment be made in advance, the latest move-out
date shall be the end of Feb. 2020.”
In May 2021 respondents filed an action for partition of the
property by sale. The complaint alleged: “[Appellant] is in
possession of the Property and has breached his written contract
with plaintiff Qi Yang for . . . Yang to buy out [appellant’s] share
of interest [i]n the Property. Accordingly, [respondents] have
filed this complaint to have the real property partitioned by sale.”
During the trial, appellant testified that the 2019
agreement was signed after the parties had reached an oral
“consensus . . . that if one of us wants to back out, then the other
person can purchase based on the original price [of the property].”
This “means that [appellant] can buy Mr. Yang out and Mr. Yang
can buy [appellant] out.”
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During closing argument, appellant’s trial counsel stated:
“[T]he written [2019] agreement . . . doesn’t do away with the fact
that they still have that underlying oral agreement that either
could buy the other out.” “[T]he written buy-out [2019]
agreement . . . flowed immediately from [the oral agreement].”
Trial Court Ruling
The trial court found the 2019 agreement “valid and legally
binding.” The court said the “agreement reasonably can be
interpreted in only one way: Yang agreed to purchase
[appellant’s] 50% interest in the Property lock, stock and barrel
for the total sum of $420,000 cash.” The agreement “is the
product of the mutual assent of the parties. It is in form and
effect an agreement concerning the partition of the parties’ co-
tenancy interest in the Property.” It determined that the 2019
“agreement reasonably cannot be interpreted to be a waiver of
the right to partition. . . . [T]he agreement [also] reasonably
cannot be interpreted as a ‘right of first refusal.’ ” “Thus, . . .
[appellant] has failed to prove by clear and convincing evidence
that the . . . 2019 agreement constituted a waiver by the parties
of the right to partition.” (See Waller v. Truck Ins. Exchange, Inc.
(1995) 11 Cal.4th 1, 31 [“ ‘The burden . . . is on the party claiming
a waiver of a right to prove it by clear and convincing evidence’
”].)
The court ordered that, from the net proceeds of the sale of
the property, the sum of $420,000 shall be distributed to
appellant. The court stated: “This is the sum specified in the
[2019] agreement as [appellant’s] liquidated distribution upon
partition of the property.” “[T]he remainder of the net proceeds of
the sale of the Property shall be distributed to [respondents]
jointly.”
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Right of First Refusal and
Its Effect on Right to Partition
“[A] right of first refusal is a species of option to purchase:
It is a conditional option that entitles the holder, if the seller
decides to sell property and has obtained an acceptable, bona fide
offer from a third party buyer, to make an offer that meets or
beats the third party's offer.” (Smyth v. Berman (2019) 31
Cal.App.5th 183, 192-193 (Smyth).) “ ‘An agreement giving rights
of first refusal to the other tenants implies an agreement not to
bring a partition action in lieu of a sale to the cotenants . . . .’ ”
(LEG Investments v. Boxler (2010) 183 Cal.App.4th 484, 493.)
Appellant’s use of the term, “right of first refusal,” differs
from the traditional legal meaning of the term. Instead of the
non-selling co-owner having the right to make an offer that meets
or beats the third party buyer’s offer, the non-selling co-owner
has the right to purchase the selling co-owner’s share at the
original purchase price. If such a right of first refusal existed
here, respondents could not bring a partition action unless
appellant had been given the opportunity to exercise his right to
purchase respondents’ share at the original purchase price. (See,
e.g., Schwartz v. Shapiro (1964) 229 Cal.App.2d 238, 253 [“[T]he
absolute right to partition has been modified by [a written right
of first refusal agreement] to the extent that before partition can
be had the selling owner must first offer his interest to the
coowner”].)
Right to Jury Trial on Legal Issues
Appellant claims he was entitled to a jury trial because
there was “a disputed legal issue of contract validity and
enforceability” the resolution of which required factual
determinations that should have been made by a jury. A cause of
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action for breach of contract “ ‘is an action at law in which a right
to jury trial ordinarily exists.’ ” (Gonzalez v. Community
Mortuary, Inc. (2026) 119 Cal.App.5th 1006, 1023, quoting
Raedeke v. Gibraltar Sav. & Loan Assn. (1974) 10 Cal.3d 665,
671.) An action for partition of property, by contrast, is an
equitable proceeding. (Cummings v. Dessel (2017) 13 Cal.App.5th
589, 596-597.) “[T]here is no right to a jury trial in . . . actions
that are equitable in nature.” (Meyer Koulish Co. v. Cannon
(1963) 213 Cal.App.2d 419, 430-431.)
Whether appellant was entitled to a jury trial is “a pure
question of law that we review de novo.” (Caira v. Offner (2005)
126 Cal.App.4th 12, 23.) Where a cause of action “contains
nonseverable legal and equitable aspects, California cases
undertake a qualitative, holistic analysis of the action in its
entirety to determine whether the gist of the action is legal or
equitable, that is, whether the legal or equitable aspects
predominate.” (Nationwide Biweekly Administration, Inc. v.
Superior Court (2020) 9 Cal.5th 279, 331 (Nationwide Biweekly
Administration).)
We conclude that here, the equitable aspects predominate.
The complaint’s prayer for relief sought “partition by sale.” As
the trial court noted, the 2019 agreement is, in effect, “an
agreement concerning the partition of the parties’ co-tenancy
interest in the Property.” If the trial court found the 2019
agreement enforceable, it would supersede the earlier oral
agreement and partition would be an available remedy.
Accordingly, the gist of the action was equitable because the
central question was whether the property could be partitioned
by sale. Appellant was not denied his right to a jury trial on legal
issues. (Nationwide Biweekly Administration, supra, 9 Cal.5th at
5
p. 327 [“In actions . . . in which the equitable and legal aspects
are nonseverable, there is no constitutional right to a jury trial
when, as here, the gist of the action is equitable rather than
legal”].)
The Trial Court Did Not Make
“Logically Incompatible” Findings
Appellant contends the trial court’s finding that the 2019
agreement is “‘valid and legally binding’” is logically inconsistent
with its conclusion that “[t]he case was nonetheless one for
partition by sale, not specific performance or enforcement of the
[2019 agreement].” He reasons that, if the 2019 agreement was a
binding contract, the proper remedy would be specific
performance or damages rather than partition.
The trial court’s findings are not “logically incompatible.”
It found that respondent never paid the money required by the
2019 agreement because appellant’s ex-wife refused to quitclaim
her interest in the property to appellant. Appellant never moved
out because respondent never paid the money. Thus, the parties
neither breached nor performed the 2019 agreement. Without a
breach, there was no basis for a judgment of specific performance
or an award of damages. (Darbun Enterprises, Inc. v. San
Fernando Community Hospital (2015) 239 Cal.App.4th 399, 409.)
The judgment quiets title in appellant to his undivided 50%
interest in the property, removing the impediment to
performance of the 2019 agreement. Having done so, the trial
court correctly ordered the property partitioned by sale, as
contemplated by the terms of the 2019 written agreement.
Appellant asserts in his reply brief that the trial court
erred because it used the 2019 agreement “as a binding allocation
of rights and, at the same time, refused to give that same writing
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corresponding legal effect against partition.” It “affirmatively
enforced” the 2019 agreement while “proceeding as though the
parties still retained an unrestricted right to partition.” But
appellant does not explain why the 2019 agreement precludes a
claim to partition the property. As the trial court found, the 2019
agreement does not prohibit partition. Instead, it “is in form and
effect an agreement concerning the partition of the parties’ co-
tenancy interest in the Property.”
Yang’s Admission During Discovery Does
Not Preclude Partition of the Property
During discovery, Yang admitted “that [he had] agreed
with [appellant] that both [Yang] and [appellant] would have the
first right of refusal if the REAL PROPERTY is sold.” Appellant
contends respondents are bound by Yang’s admission. They
cannot seek to partition the property without first offering to sell
their half interest to appellant at the original purchase price
because they agreed that “each co-owner would have the chance
to acquire full ownership directly from the other at the original
purchase price before resorting to an external sale.” The mutual
right they created is “equivalent to a partition waiver under Code
of Civil Procedure section 872.710(b).”
Yang testified: when he received appellant’s request for
admissions, he “was working in China, and [he] was not
knowledgeable about California law.” He “mistakenly understood
and thought that the 2019 agreement signed was the first right of
refusal.” The parties “never had any oral or written . . .
agreement with regard to the first right of refusal.”
“The court may permit withdrawal . . . of an admission only
if it determines that the admission was the result of mistake,
inadvertence, or excusable neglect, and that the party who
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obtained the admission will not be substantially prejudiced in
maintaining that party’s action or defense on the merits.” (Code
Civ. Proc., § 2033.300, subd. (b).) “A party may withdraw or
amend an admission made in response to a request for admission
only on leave of court granted after notice to all parties.” (Id.,
subd. (a).)
Respondents “concede that they did not avail themselves of
the statutory method of withdrawing an admission by noticed
motion . . . .” They are therefore bound by Yang’s admission.
(See West Pueblo Partners, LLC v. Stone Brewing Co., LLC (2023)
90 Cal.App.5th 1179, 1187, fn. 2 [“Stone failed to seek leave to
withdraw or amend its prior admissions pursuant to Code of Civil
Procedure section 2033.300. These matters are thus deemed
‘conclusively established’ against Stone”]; St. Mary v. Superior
Court (2014) 223 Cal.App.4th 762, 775 [“Matters that are
admitted or deemed admitted through RFA [requests for
admission] discovery devices are conclusively established in the
litigation and are not subject to being contested through
contradictory evidence”].)
But Yang’s admission had little probative value because the
request for admission lacked clarity and was confusing. The
court stated: “I can also share with you what on earth a right of
first refusal means in this context, I have no earthly clue. . . .
But just using the words ‘right of first refusal’ [sic, the request for
admission said “first right of refusal”] I'm not confident is legally
binding anything.” “The court declines to speculate about what
that term means in this context.”
Even if the request for admission had been drafted more
clearly and admitted by Yang, the oral agreement would have
been superseded by the subsequent written agreement. The
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parties must have intended that the written agreement would
control the subject matter of the earlier oral agreement and
would eliminate any dispute as to whether the parties had
complied with that agreement. “Where there is an inconsistency
between two agreements both of which are executed by all of the
parties, the later contract supersedes the former.” (Frangipani v.
Boecker (1998) 64 Cal.App.4th 860, 863; see also Civ. Code,
§ 1625 [“The execution of a contract in writing, whether the law
requires it to be written or not, supersedes all the negotiations or
stipulations concerning its matter which preceded or
accompanied the execution of the instrument”].)
Finally, the alleged oral agreement is unenforceable under
the Statute of Frauds because it purported to create an option to
purchase real property. “The statute of frauds provides that any
agreement for ‘the sale of real property, or of an interest therein’
is invalid unless it is ‘in writing, subscribed by the party sought
to be charged.’ (Civ. Code, § 1624, subd. (a)(3).) Because they are
a species of an option to purchase, rights of first refusal to
purchase real property must satisfy the statute of frauds.”
(Smyth, supra, 31 Cal.App.5th at p. 197.)
The Trial Court Did Not Amend the
Complaint to Add a New Cause of Action
Appellant contends the trial court “sua sponte amended the
complaint to include a new cause of action for breach of contract.
The court then entered judgment enforcing the 2019 [agreement]
as a binding and enforceable contract.” He contends this was an
abuse of discretion because, “The operative complaint alleged
only one cause of action of partition.” A claim for breach of
contract was not “pled, noticed, or tried.”
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Appellant relies on McMillin v. Eare (2021) 70 Cal.App.5th
893. There “[t]he trial court sua sponte amended the cause of
action for constructive trust to state a cause of action for breach
of fiduciary duty after the close of evidence, when it issued the
tentative statement of decision.” (Id., at p. 910.) The appellate
court concluded: “[T]he . . . amendment was not supported by the
allegations in [the] complaint or the evidence and testimony
found credible by the trial court. Amending the complaint to
include a breach of fiduciary duty claim after conclusion of trial
unfairly prejudiced [the defendant] and therefore constituted an
abuse of discretion.” (Id., at pp. 913-914.)
No analogous abuse of discretion occurred here. The trial
court did not amend the complaint to allege a new cause of action
for breach of contract. Instead, it expressly found “that neither
[party] . . . has performed or breached the . . . 2019 written
agreement.”
Appellant Has Not Carried His Burden to Show a
Lack of Substantial Evidence
“On appeal, the judgment is presumed correct, and the
appellant . . . has the burden of demonstrating error.” (Patz v.
City of San Diego (2025) 113 Cal.App.5th 225, 275.) Appellant
argues that the judgment is not supported by substantial
evidence because “[n]o expert or documentary evidence
established that $420,000 reflected the fair market value or
equitable contribution of Appellant’s share.” The argument is
forfeited because appellant has not presented meaningful
analysis with citation to authority and facts in the record
explaining why the court was required to determine the fair
market value of his share of the property. (Fernandes v. Singh
(2017) 16 Cal.App.5th 932, 942-943.) According to the “valid and
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binding” 2019 agreement, appellant was entitled to no more than
$420,000 irrespective of his share’s fair market value.
Correction of Judgment
The original complaint alleged two causes of action – the
first for partition of the property and the second for an
accounting. In April 2024 respondents dismissed the second
cause of action. Appellant notes that the judgment erroneously
states that judgment is entered in favor of respondents “on the
First and Second Causes of Action of the Complaint.” The
judgment incorporates by reference the statement of decision,
which makes the same error. The judgment and statement of
decision must be corrected to delete reference to the second cause
of action.
Disposition
At page 2, line 14 of the judgment filed on March 18, 2025,
the phrase, “on the First and Second Causes of Action of the
Complaint,” is amended to read, “on the First Cause of Action of
the Complaint.” The same amendment is made at page 9, line 8
in the “Disposition” section of the Final Statement of Decision
filed on February 25, 2025. As so amended, the judgment is
affirmed. Respondents shall recover their costs on appeal.
NOT TO BE PUBLISHED.
YEGAN, J.
We concur:
CODY, P. J.
BALTODANO, J.
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Matthew P. Guasco, Judge
Superior Court County of Ventura
______________________________
Michael Chen Law Offices and Michael Chen, for
Defendant and Apellant.
Law Offices of Bin Li & Associates and Bin Li, for Plaintiffs
and Respondents.