Bourhis v. Lord , 56 Cal. 4th 320 ( 2013 )

Filed 3/4/13
IN THE SUPREME COURT OF CALIFORNIA
DANIELLE BOURHIS et al., )
)
Plaintiffs and Appellants, )
) S199887, S199889
v. )
) Ct.App. 1/2 A132136, A133177
JOHN LORD et al., )
) Marin County
Defendants and Respondents. ) Super. Ct. No. CIV060796
____________________________________)
If a corporation fails to pay its taxes, the state may suspend its corporate
powers. The state may later revive those powers when the corporation pays its
taxes. We must decide whether a corporation that files notices of appeal while its
corporate powers are suspended may proceed with the appeals after those powers
have been revived, even if the revival occurs after the time to appeal has expired.
Two opinions from this court in the 1970‟s held that revival of corporate powers
validates an earlier notice of appeal. (Rooney v. Vermont Investment Corp. (1973)
10 Cal. 3d 351 (Rooney); Peacock Hill Assn. v. Peacock Lagoon Constr. Co.
(1972) 8 Cal. 3d 369 (Peacock Hill).) We adhere to those decisions due to
principles of stare decisis. Accordingly, these appeals may proceed.
I. PROCEDURAL HISTORY
Danielle Bourhis and others, including Brown Eyed Girl, Inc. (Brown Eyed
Girl), a California corporation, filed the underlying lawsuit for property damage
against John Lord and others. Before trial, defendants learned that the state had
suspended Brown Eyed Girl‟s corporate powers for nonpayment of taxes. They
moved in the superior court to preclude it from offering any evidence at trial. The
court denied the motion contingent on the corporation‟s reviving its corporate
powers. After it granted a motion for a nonsuit in favor of some defendants, and a
jury returned a verdict in favor of another defendant, the court entered judgment in
favor of all defendants on April 5, 2011. Notice of entry of judgment was served
the next day. Plaintiffs, including Brown Eyed Girl, filed a notice of appeal from
that judgment on May 26, 2011. On August 30, 2011, the court entered an order
after judgment awarding costs and attorney fees, which was entered and served the
same day. On September 13, 2011, plaintiffs, including Brown Eyed Girl, filed a
notice of appeal from that order.
On December 1, 2011, defendants filed separate motions in the Court of
Appeal to strike Brown Eyed Girl‟s notices of appeal and to dismiss those appeals
because its corporate powers were still suspended. In opposition, Brown Eyed
Girl presented documentation showing that its corporate powers had been revived
on December 8, 2011. It argued that this revival validated its previous notices of
appeal, thus making the appeal effective.
On December 29, 2011, the Court of Appeal filed orders denying both
motions. Both orders included these citations: “(Rooney v. Vermont Investment
Corp. (1973) 10 Cal. 3d 351, 359; Peacock Hill Assn. v. Peacock Lagoon Constr.
Co. (1972) 8 Cal. 3d 369, 373-374; see ABA Recovery Services, Inc. v. Konold
(1988) 198 Cal. App. 3d 720, 725, fn. 2.)”
Defendants filed separate petitions for review of the orders denying the
motions to dismiss the appeals. (See Cal. Rules of Court, rule 8.500(a)(1)
[interlocutory order of the Ct. App. is subject to review].) We granted both
petitions and subsequently consolidated the matters.
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DISCUSSION
With exceptions not relevant here, “the corporate powers, rights and
privileges of a domestic taxpayer may be suspended, and the exercise of the
corporate powers, rights, and privileges of a foreign taxpayer in this state may be
forfeited,” if a corporation fails to pay its taxes. (Rev. & Tax. Code, § 23301; see
also id., § 23301.5 [similar provision regarding the failure to file a tax return].)
(All further statutory references are to the Rev. & Tax. Code.) A corporation
whose powers have been suspended may apply with the Franchise Tax Board for
reinstatement after satisfying its obligations. (§ 23305.) If the statutory
requirements are met, the Franchise Tax Board issues a “certificate of revivor.”
(§ 23305.) “Upon the issuance of the certificate [of revivor] by the Franchise Tax
Board the taxpayer therein named shall become reinstated but the reinstatement
shall be without prejudice to any action, defense or right which has accrued by
reason of the original suspension or forfeiture . . . .” (§ 23305a.)
Brown Eyed Girl purported to file notices of appeal while its corporate
powers were suspended. In general, a “corporation may not prosecute or defend
an action, nor appeal from an adverse judgment in an action while its corporate
rights are suspended for failure to pay taxes.” (Reed v. Norman (1957) 48 Cal. 2d
338, 343.) Thus, the notices of appeal were invalid when filed. However, Brown
Eyed Girl later received a certificate of revivor. When that certificate is received,
as one court put it, “[t]he legal rights of a suspended corporation are then revived,
as an unconscious person is revived by artificial respiration.” (Benton v. County of
Napa (1991) 226 Cal. App. 3d 1485, 1490.) “In a number of situations the revival
of corporate powers by the payment of delinquent taxes has been held to validate
otherwise invalid prior action.” (Peacock Hill, supra, 8 Cal.3d at p. 371.) We
must decide whether the revival of corporate powers in this case validated the
earlier notices of appeal.
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If revival of corporate powers occurs while a valid appeal can still be taken,
the question appears easy; the revival would validate a prior notice of appeal and
permit the appeal to proceed. The appeal would be timely, and little purpose
would be served by requiring the corporation to file another, essentially identical,
notice of appeal. But appeals are subject to jurisdictional time limits. A notice of
appeal must be filed within 60 days after service of the notice of entry of
judgment. (Cal. Rules of Court, rule 8.104(a).) “The time to file notice of appeal,
both in civil and criminal cases, has always been held jurisdictional in California.”
(9 Witkin, Cal. Procedure (5th ed. 2008) Appeal, § 614, p. 689.) As to both
appeals at issue here, this time had expired before Brown Eyed Girl‟s corporate
powers were revived. Should the later revival validate the earlier invalid notice of
appeal in this circumstance?
When it denied the motions to dismiss the appeals, the Court of Appeal
cited Rooney, supra, 10 Cal. 3d 351, and Peacock Hill, supra, 8 Cal. 3d 369. In
Peacock Hill, the Peacock Hill Association moved to dismiss the appeal of
Peacock Lagoon Construction Co. (Construction) on the ground that
Construction‟s corporate powers had been suspended. We refused to dismiss the
appeal. Citing cases in which “it was held that the purpose of section 23301 of the
Revenue and Taxation Code is to put pressure on the delinquent corporation to pay
its taxes,” we said that “that purpose is satisfied by a rule which views a
corporation‟s tax delinquencies, after correction, as mere irregularities.” (Peacock
Hills, supra, 8 Cal.3d at p. 371.) We added that “[t]here is little purpose in
imposing additional penalties after the taxes have been paid.” (Ibid.)
Peacock Hill relied in part on Traub Co. v. Coffee Break Service, Inc.
(1967) 66 Cal. 2d 368, where a party had moved to set aside a final judgment in
favor of a corporation whose corporate status had been suspended. The Traub
court had “concluded that the trial court was correct in its view that a final
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judgment is immune from the collateral attack attempted.” (Peacock Hill, supra, 8
Cal.3d at p. 372.) We explained that “[i]n Traub we cited with approval several
Court of Appeal decisions in which the corporate plaintiff was allowed to maintain
a lawsuit even though it had been suspended at the time it filed its complaint. In
each case, the corporation had secured reinstatement prior to the date set for trial,
but after the defendant had brought the suspension to the attention of the trial
court. The appellate courts reasoned that the plea of lack of capacity of a
corporation because of its suspension for failure to pay taxes, is a plea in
abatement which is not favored in law and must be supported by the facts at the
time of the plea. In each case it was held that revival of the corporate powers
before trial was sufficient to permit the corporation to maintain its action.” (Ibid.)
The Peacock Hill court concluded that “as to matters occurring prior to
judgment the revival of corporate powers has the effect of validating the earlier
acts and permitting the corporation to proceed with the action. We are satisfied
that the same rule should ordinarily apply with respect to matters occurring
subsequent to judgment. . . . [¶] In the instant case, the corporate powers of
Construction have been revived by the payment of taxes, and it may proceed with
its appeal.” (Peacock Hill, supra, 8 Cal.3d at pp. 373-374.)
Justice Mosk dissented. He agreed with the majority that section 23301‟s
purpose was to put pressure on a delinquent corporation to pay its taxes, but, he
argued, “that purpose is frustrated by permitting a delinquent corporation, merely
through tardy payment of taxes, to validate all of the actions taken during its
period of suspension. Under that concept the stick becomes a carrot; all incentive
to avoid punitive disabilities dissolves. Upon exposure of its delinquency the
corporation suffers little more than fleeting embarrassment, and, indeed, it is then
rewarded by authentication of all its previous illegal acts. [¶] In the present case,
for example, Construction‟s powers had been suspended prior to trial and
5
remained in that status until after judgment and the filing of the notice of appeal.
It was not until plaintiff brought the suspension to the attention of the appellate
court by its motion to dismiss the appeal that Construction at long last paid its
delinquent taxes. Presumably, if plaintiff had not moved to dismiss Construction‟s
appeal, the latter simply could have continued in its suspended status until the
appeal had been decided and for an indefinite period thereafter, depending upon
whether or not it was advantageous to obtain revival of its corporate powers. How
the majority‟s holding validating the revival of all acts of this suspended
corporation taken after judgment will in the future impose any significant
„pressure‟ upon a corporation to pay its franchise taxes is difficult to
comprehend.” (Peacock Hill, supra, 8 Cal.3d at p. 374 (dis. opn. of Mosk, J.).)
Justice Mosk also cited section 23305a‟s provision that “reinstatement shall
be without prejudice to any action, defense or right which has accrued by reason
of the original suspension or forfeiture . . . .” He argued that “no rights could have
accrued to the suspended corporation during the period of original suspension — it
could not lawfully function for any purpose — so that the clause necessarily refers
to rights accruing against the suspended corporation.” (Peacock Hill, supra, 8
Cal.3d at p. 376 (dis. opn. of Mosk, J.).)
In Rooney, this court cited Peacock Hill, supra, 8 Cal. 3d 369, for the
proposition that “[t]he revival of corporate powers validated the procedural steps
taken on behalf of the corporation while it was under suspension and permitted it
to proceed with the appeal.” (Rooney, supra, 10 Cal.3d at p. 359.)
Defendants argue that Rooney, supra, 10 Cal. 3d 351, and Peacock Hill,
supra, 8 Cal. 3d 369, are distinguishable. They correctly note that neither opinion
provides precise dates or expressly states whether the revival came before or after
the time limit in which to appeal had expired. Thus, defendants argue, the revival
in those cases might have occurred while there was still time to appeal, which
6
would mean the court did not decide the question presented here. In both cases,
however, it appears the revival came after the time limit to appeal had expired. In
Rooney, this court stated that the revival had occurred “20 days after the
suspension had been called to defendants‟ attention by the filing of plaintiffs‟
brief.” (Rooney, supra, at p. 359.) Because the plaintiffs were the respondents on
appeal, the court was referring to the filing of the respondents‟ brief. Normally,
that brief would be filed well after the time limit in which to file a notice of appeal
had expired, and the opinion gives no suggestion the appeal was so expedited as to
make it an exception to the norm. The timing of the revival relative to the time
limits is even less clear in Peacock Hill. There, this court merely stated that one
party had moved to dismiss Construction‟s appeal on the ground Construction‟s
corporate powers had been suspended, that Construction had filed a declaration
opposing the motion stating it had applied for a certificate of revivor, and that,
“[s]ubsequently,” Construction filed a certificate of revivor that the Franchise Tax
Board had issued. (Peacock Hill, supra, at p. 371.) It is possible, although it
seems unlikely, that all of these events had occurred before the time in which to
file a valid notice of appeal had expired.
Although the scope of Peacock Hill and Rooney is thus not entirely clear, it
appears both opinions intended the rule favoring revival to be unqualified. If the
revival of either case had occurred while a valid appeal could still be taken, which
would have made it an easy question, surely the opinion would have so indicated.
In dissent, Justice Mosk cited section 23305a‟s language that revival must not
prejudice an “action, defense or right” that had already accrued. This citation
would be relevant only if the revival had occurred after it was too late to appeal;
otherwise, the appellant could simply have filed a new notice of appeal. Justice
Mosk‟s dissent thus strongly implies that the revival came after the time limit to
appeal had expired. The majority opinion in Peacock Hill did not specifically
7
respond to Justice Mosk‟s argument regarding section 23305a, but it appears the
majority implicitly concluded that the section did not invalidate the appeal even if
the corporate revival occurred after it was too late to appeal. Accordingly,
Peacock Hill and Rooney govern.
The doctrine of stare decisis teaches that a court usually should follow prior
judicial precedent even if the current court might have decided the issue
differently if it had been the first to consider it. This doctrine is especially forceful
when, as here, the issue is one of statutory construction, because the Legislature
can always overturn a judicial interpretation of a statute. The doctrine of stare
decisis is not absolute, and sometimes it is appropriate to overrule prior precedent,
even precedent interpreting a statute. Nevertheless, a court should be reluctant to
overrule precedent and should do so only for good reason. (People v. Latimer
(1993) 5 Cal. 4th 1203, 1212-1213.)
We see no good reason to overrule Rooney, supra, 10 Cal. 3d 351, and
Peacock Hill, supra, 8 Cal. 3d 369. The rule stated in those cases has existed for
four decades. It does not appear the rule has proven unworkable or has unduly
hampered the state‟s ability to collect its taxes. If the rule does create serious
problems, the Legislature may change it any time it wishes, something it has not
done. On the other hand, good reason exists not to overrule those cases. The
Revenue and Taxation Code statutes at issue here “apply to a host of factual
situations involving different” kinds of corporate actions. (People v. Latimer,
supra, 5 Cal.4th at p. 1214.) In the years after we decided Rooney and Peacock
Hill, appellate courts have cited those cases in resolving a variety of issues
concerning the suspension of corporate powers, often holding that revival of those
powers validated prior actions. (E.g., Center for Self-Improvement & Community
Development v. Lennar Corp. (2009) 173 Cal. App. 4th 1543, 1552-1553; Benton v.
County of Napa, supra, 226 Cal.App.3d at pp. 1490-1492.) We cannot foresee
8
exactly what effect overruling Peacock Hill and Rooney today would have in other
contexts, but the effect might be substantial. In this circumstance, we believe that
the Legislature should modify the rule if it is to be modified.
When the Court of Appeal denied the motions to dismiss the appeals, in
addition to citing Rooney, supra, 10 Cal. 3d 351, and Peacock Hill, supra, 8 Cal. 3d
369, it added, “see ABA Recovery Services, Inc. v. Konold (1988) 198 Cal. App. 3d
720, 725, fn 2.” Why the court did so is apparent. A line of Court of Appeal cases
has held that the running of a statute of limitations is a substantive defense that
may not be prejudiced by later revival of corporate powers. (Friends of Shingle
Springs Interchange, Inc. v. County of El Dorado (2011) 200 Cal. App. 4th 1470,
1486-1487, and cases cited.) As one court explained, “The statute of limitations
was a substantive defense which accrued by its running during that period of
appellant‟s suspension, and cannot be prejudiced by revival of the suspended
corporation.” (Welco Construction, Inc. v. Modulux, Inc. (1975) 47 Cal. App. 3d
69, 74.)
In ABA Recovery Services, Inc. v. Konold, supra, 198 Cal.App.3d at pages
724-725, the Court of Appeal applied the rule that revival of corporate powers
does not affect the running of the statute of limitations. But the court also
compared the rule regarding statutes of limitations with the rule regarding appeals:
“We question why the timely filing of a notice of appeal, which is jurisdictional
and cannot be waived, is a procedural act unaffected by a corporation‟s
suspension, while the statute of limitations, which is not jurisdictional and can be
waived, is a substantive defense fatal to a suspended corporation‟s cause of action.
However, we leave the resolution of this apparent inconsistency to the Supreme
Court.” (Id. at p. 725, fn. 2.)
We acknowledge the tension between the rule articulated in the cases above
regarding statutes of limitations (no retroactive revival) and the rule we are
9
affirming today regarding notices of appeal (retroactive revival). But without
addressing the propriety of the statute of limitations cases, an issue not presented
in this case, we believe the two approaches can be reconciled. As noted, section
23305a provides that revival “shall be without prejudice to any action, defense or
right which has accrued by reason of the original suspension or forfeiture . . . .”
The cases concerning statutes of limitations explain that those statutes provide a
substantive defense that later revival of corporate powers cannot prejudice. But
Rooney, supra, 10 Cal. 3d 351, and Peacock Hill, supra, 8 Cal. 3d 369, implicitly
concluded that the expiration of the time to file a valid notice of appeal does not
provide an “action, defense or right” within the meaning of section 23305a. This
conclusion finds support in Schwartz v. Magyar House, Inc. (1959) 168
Cal. App. 2d 182, 190, which held that being “in a position to file a default
judgment” against a suspended corporation “is not a „right‟ within the
contemplation of” section 23305a. (See also Center for Self-Improvement &
Community Development v. Lennar Corp., supra, 173 Cal.App.4th at pp. 1553-
1554 [citing Schwartz with approval on this point].) Similarly, being in a position
to move to dismiss an untimely appeal is not a “right” under that statute. Thus
interpreted, the two rules — one concerning appeals, the other concerning statutes
of limitations — can coexist.
As the concurring and dissenting opinion notes, filing a timely notice of
appeal is a jurisdictional requirement. Although Rooney, supra, 10 Cal. 3d 351,
and Peacock Hill, supra, 8 Cal. 3d 369, do not discuss this point expressly, it
appears the court believed that what is jurisdictionally required is that the notice of
appeal be timely, not that it be filed by an active corporation. Here, the notices of
appeal were timely even if invalid when filed. The Rooney and Peacock Hill court
implicitly concluded that the corporation‟s later reinstatement made the earlier,
invalid but timely, notices of appeal valid and still timely.
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III. CONCLUSION
We adhere to Rooney, supra, 10 Cal. 3d 351, and Peacock Hill, supra, 8
Cal. 3d 369. Accordingly, we affirm the Court of Appeal‟s orders denying the
motions to dismiss the appeals.
CHIN, J.
WE CONCUR:
CANTIL-SAKAUYE, C. J.
BAXTER, J.
WERDEGAR, J.
CORRIGAN, J.
LIU, J.
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CONCURRING AND DISSENTING OPINION BY KENNARD, J.
A corporation may not “appeal from an adverse judgment in an action
while its corporate rights are suspended for failure to pay taxes.” (Reed v. Norman
(1957) 48 Cal. 2d 338, 343.) According to the majority, that rule does not apply
when, after expiration of the appeal period, the corporation‟s suspension is lifted.
The majority reasons that the reinstatement retroactively validates a notice of
appeal that the suspended corporation filed during the appeal period. I disagree.
As an appellate court‟s jurisdiction is wholly dependent upon the timely filing of a
valid notice of appeal, the consequence should be dismissal of the appeal.
In support of its holding, the majority cites two 40-year-old decisions of
this court, one of them with a vigorous dissent by Justice Stanley Mosk. In my
view, those two decisions were wrong then, are wrong now, and should be
overruled. Because, however, those decisions may have led to some reliance by
the bench and bar, I would apply the rule I propose to future cases only. This is
the sole reason for my agreement with the majority‟s disposition.
I. APPELLATE JURISDICTION
A party seeking to appeal must file a notice of appeal within 60 days after it
is served with a notice of entry of either a judgment or an appealable order, or
within 180 days after entry of judgment, whichever is earlier. (Cal. Rules of
Court, rule 8.104(a)(1), (c).) Here, one of the plaintiffs, Brown Eyed Girl, Inc.,
filed a timely notice of appeal. But that notice was filed during suspension of the
1
corporation‟s powers, rights, and privileges for not paying its taxes. As this court
said 55 years ago, a corporation whose rights have been suspended “for failure to
pay taxes” may not appeal from an adverse judgment in a court action. (Reed v.
Norman, supra, 48 Cal.2d at p. 343.) Thus, here plaintiff‟s notice of appeal, filed
during the corporation‟s suspension, was invalid.
After expiration of the appeal period, the corporation paid the delinquent
taxes and was reinstated. Should the rule be that the reinstatement retroactively
validates the corporation‟s invalid notice of appeal? The majority‟s answer is
“yes.” My answer is “no,” as explained below.
The filing of a timely and valid notice of appeal is a “prerequisite to the
exercise of appellate jurisdiction.” (Hollister Convalescent Hosp., Inc. v. Rico
(1975) 15 Cal. 3d 660, 670.) The lack of such notice deprives the reviewing court
of “all power to consider the appeal on its merits,” and dismissal is the
consequence. (Id. at p. 674; Maynard v. Brandon (2005) 36 Cal. 4th 364, 372-373;
In re Chavez (2003) 30 Cal. 4th 643, 650; see 9 Witkin, Cal. Procedure (5th ed.
2008) Appeal, § 601, pp. 677-678.) That rule is also embodied in our court rules.
(Cal. Rules of Court, rules 8.60(d) [appellate court may not relieve a party from
the failure to file a timely notice of appeal], 8.104(b) [appellate court must dismiss
the appeal if the notice of appeal is filed late].) “In the absence of statutory
authorization, neither the trial nor appellate courts may extend or shorten the time
for appeal [citation], even to relieve against mistake, inadvertence, accident, or
misfortune [citations].” (Estate of Hanley (1943) 23 Cal. 2d 120, 123.) No statute
authorizes appellate courts to extend the appeal period for suspended corporations.
No good reason appears why a corporation‟s notice of appeal filed during
suspension, and thus invalid, should become valid when, after expiration of the
appeal period, the corporate powers are reinstated. To allow this is to vest the
appellate court with jurisdiction that it lacked during the appeal period when an
2
invalid notice was filed. Such an outcome is generally unavailable irrespective of
any mistake, inadvertence, or misfortune. (Estate of Hanley, supra, 23 Cal.2d at
p. 123.)
II. THIS COURT’S PRECEDENTS
The majority‟s decision relies on two 40-year-old decisions of this court:
Peacock Hill Assn. v. Peacock Lagoon Constr. Co. (1972) 8 Cal. 3d 369 (Peacock
Hill), and Rooney v. Vermont Investment Corp. (1973) 10 Cal. 3d 351 (Rooney).
Those two decisions were wrong then, are wrong now, and should be overruled.
As the majority notes, both Peacock Hill, supra, 8 Cal. 3d 369 and Rooney,
supra, 10 Cal. 3d 351, implicitly held that an invalid notice of appeal filed by a
corporation suspended for failure to pay taxes is, upon reinstatement of the
corporation, retroactively validated. (See maj. opn., ante, at pp. 6-8.) Not at all
considered by the Peacock Hill majority, however, was this core appellate rule:
The filing of a timely and valid notice of appeal is a prerequisite for appellate
jurisdiction. Instead, the majority there simply cited certain cases as holding that
in “a number of situations” a suspended corporation‟s reinstatement served to
validate “otherwise invalid prior action.” (Peacock Hill, supra, at p. 371.) The
cited cases, none of which involved appellate court subject matter jurisdiction, are:
Traub Co. v. Coffee Break Service, Inc. (1967) 66 Cal. 2d 368, Diverco
Constructors, Inc. v. Wilstein (1970) 4 Cal. App. 3d 6, A. E. Cook Co. v. K S Racing
Enterprises, Inc. (1969) 274 Cal. App. 2d 499, and Duncan v. Sunset Agricultural
Minerals (1969) 273 Cal. App. 2d 489. (Peacock Hill, supra, at p. 371.)
The decision in Rooney, supra, 10 Cal. 3d 351, came a year after Peacock
Hill, supra, 8 Cal. 3d 369, which Rooney, without any analysis, cited with approval
for the proposition that reinstatement of a suspended corporation “permitted it to
proceed with the appeal.” (Rooney, supra, at p. 359.)
3
Because the filing of a timely and valid notice of appeal is necessary to give
the appellate court jurisdiction over the appeal, failure to file such a notice results
in an irrevocable forfeiture of the litigant‟s right to appeal. In my view, this
forfeiture cannot be vacated or cured by later events, such as reinstatement of
corporate powers by payment of delinquent taxes, and I would therefore overrule
the two decisions of this court — Peacock Hill, supra, 8 Cal. 3d 369 and Rooney,
supra, 10 Cal. 3d 351 — that held to the contrary. But because those decisions
may have been relied on by the bench and bar, I would, for reasons of fairness,
apply the rule I propose to future cases only. (See, e.g., Smith v. Rae-Venter Law
Group (2002) 29 Cal. 4th 345, 372; Woods v. Young (1991) 53 Cal. 3d 315, 330.)
Solely on this basis, I agree with the majority‟s disposition here.
KENNARD, J.
4
See next page for addresses and telephone numbers for counsel who argued in Supreme Court.
Name of Opinion Bourhis v. Lord
__________________________________________________________________________________
Unpublished Opinion
Original Appeal
Original Proceeding
Review Granted XXX no opn. filed
Rehearing Granted
__________________________________________________________________________________
Opinion No. S199887/S199889
Date Filed: March 4, 2013
__________________________________________________________________________________
Court: Superior
County: Marin
Judge: James R. Ritchie
__________________________________________________________________________________
Counsel:
Bourhis & Mann, Ray Bourhis, Lawrence Mann; Smith & McGinty, Daniel U. Smith and Valerie T.
McGinty for Plaintiffs and Appellants.
Brydon Hugo & Parker, Edward R. Hugo, Heidi K. Hugo and Jeffrey Kaufman for Defendants and
Respondents.
1
Counsel who argued in Supreme Court (not intended for publication with opinion):
Edward R. Hugo
Brydon Hugo & Parker
135 Main Street, Suite 2000
San Francisco, CA 94105
(415) 808-0300
2