Pre-Banc Business Credit v. Vector Resources CA4/3 ( 2024 )

Filed 5/15/24 Pre-Banc Business Credit v. Vector Resources CA4/3
NOT TO BE PUBLISHED IN OFFICIAL REPORTS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 This opinion has not been certified for publication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
FOURTH APPELLATE DISTRICT
DIVISION THREE
PRE-BANC BUSINESS CREDIT, INC.,
Plaintiff and Respondent, G062129
v. (Super. Ct. No. 30-2021-01194584)
VECTOR RESOURCES, INC., OPINION
Defendant and Appellant.
Appeal from an order of the Superior Court of Orange County, Michael J.
Strickroth, Judge. Affirmed.
Lanak & Hanna and Mac W. Cabal for Defendant and Appellant.
LimNexus, Bryan King Sheldon and Bethany J. Peak for Plaintiff and
Respondent.
* * *
Plaintiff, Pre-Banc Business Credit, Inc. (Pre-Banc), sought and obtained a
right to attach order and an order for issuance of a writ of attachment against Vector
Resources, Inc. (Vector). The application for right to attach order (application) was
based on an assignment of accounts receivables Pre-Banc obtained from the John B.
Rudy Company, Inc. (Rudy). One of Rudy’s debtors was Vector. Vector claims the trial
court erred in granting the application for a litany of reasons. Finding none of the
contentions have merit, we affirm.
FACTS
Pre-Banc is an asset-based lender that provides financing to businesses. In
exchange for the financing, borrowers assign their accounts receivables to Pre-Banc. Pre-
Banc then notifies the account debtors to pay any outstanding or future invoices directly
to Pre-Banc. Rudy assigned its accounts receivables to Pre-Banc in exchange for
financing. In turn, Pre-Banc notified Rudy’s account debtors, one of which was Vector,
of the assignment. The notice stated, “[Rudy] has assigned all payments for present and
future invoices directly to Pre-Banc,” “California law requires that your payment be
made directly to Pre-Banc,” and “[p]ayment made directly to [Rudy] does not discharge
your obligation to pay Pre-Banc . . . .” Pre-Banc contends that, despite receiving this
notice, Vector continued to make payments directly to Rudy.
As part of its efforts to collect these funds, Pre-Banc sought a right to attach
order and a writ of attachment against Vector. In support of its application, Pre-Banc
submitted a copy of the notice sent to Vector, purchase orders between Vector and Rudy,
invoices from Rudy to Vector, and checks dated after it sent the notice reflecting
payments made from Vector to Rudy. Pre-Banc’s chief executive officer (CEO) attested
to the authenticity of the notice. Pre-Banc’s attorney affirmed he received the purchase
orders, invoices, and checks from Vector during discovery.
2
Vector opposed the application claiming it did not receive notice of the
assignment until months after Pre-Banc contends it was sent, the notice did not
reasonably identify the rights assigned or amounts due, Pre-Banc did not authenticate the
notice, and, regardless of the assignment, its payment obligations were satisfied. As to
the notice, Vector provided a declaration from its accountant declaring Vector did not
receive notice of the assignment when Pre-Banc claims to have sent it. Rather, it was not
until months later that Vector received any notice of the assignment. Further, Vector
asserted the evidence Pre-Banc submitted was inadmissible because Pre-Banc’s attorney
could not lay the foundation for the purchase orders, invoices, and payments since he
lacked the requisite personal knowledge.
A few days before the hearing on the application, the court issued a
tentative ruling which mistakenly noted the application was unopposed. Prior to oral
argument, Vector brought this issue to the court’s attention and the court issued a revised
tentative ruling. Following oral argument, the court took the matter under submission,
affirmed its revised tentative ruling, overruled most of Vector’s evidentiary objections,
and issued a writ.
On appeal, Vector raises the following errors: (1) the trial court did not
apply the proper standard of review to the application; (2) Pre-Banc did not prove it
timely notified Vector of the assignment; (3) Pre-Banc did not authenticate the notice;
(4) the notice did not reasonably identify the rights assigned or amounts due; (5) the
assignment was conditional; (6) the court erred in ruling Vector did not satisfy its
payment obligations; (7) the court did not fairly review the evidence; (8) the court relied
on inadmissible evidence; and (9) the court’s evidentiary rulings were unlawfully
illogical. Each contention is without merit. We affirm the order of the court.
3
DISCUSSION
The Trial Court’s Standard of Review
Vector argues the trial court “fail[ed] to apply the appropriate strict
standard of review” in ruling on the application. According to Vector, the law requires
the trial court to apply a “stringent standard[] of review in analyzing the evidence.” As
we explain, Vector is mistaken. Although courts interpret the attachment statutes strictly,
that standard does not apply to the court’s review of the evidence.
A. Statutory Interpretation and Statutory Application
Attachment law is a pure creature of statute. (Kemp Bros. Construction,
Inc. v. Titan Electric Corp. (2007) 146 Cal.App.4th 1474, 1476.) Because attachment
involves the taking or seizing of property, the statutes are subject to the strictures of the
Fourteenth Amendment due process clause. (Sniadach v. Family Finance Corp. (1969)
395 U.S. 337, 342.) Thus, when interpreting the bounds of the court’s statutory authority,
we do so strictly. (Pacific Decision Sciences Corp. v. Superior Court (2004) 121
Cal.App.4th 1100, 1106.) If Vector asked us to decide if the statutes authorized a
specific court action, we would strictly interpret the statute confining the court’s powers
therein. But Vector’s appeal does not raise that type of question. Rather, its complaint
lies with the trial court’s review of the facts and the court’s purported failure to apply
“the stringent standards of review in analyzing the evidence.” (Italics added.) Vector
does not cite to any legal authority, nor are we aware of any, directing the trial court to
“strictly” review the evidence or to review the evidence in any particular manner, outside
of looking to Pre-Banc as the burden carrier. (Western Steel & Ship Repair, Inc. v. RMI,
Inc. (1986) 176 Cal.App.3d 1108, 1113-1114.) Accordingly, if substantial evidence
supports the trial court’s factual determinations, we affirm.
4
Vector’s Factual Challenges
To obtain a right to attach order and writ of attachment, Pre-Banc bore the
burden of proving: “(1) The claim upon which the attachment is based is one upon which
an attachment may” issue; (2) “the probable validity of the claim”; (3) the attachment is
not sought for an improper purpose; and (4) “[t]he amount to be secured . . . is greater
than zero.” (Code Civ. Proc., § 484.090, subd. (a).) “A claim has ‘probable validity’
where it is more likely than not that the plaintiff will obtain a judgment against the
defendant on that claim.” (Code Civ. Proc., § 481.190.) In the context of the assignment
at issue here, to establish probable validity of its claim, Pre-Banc must prove it notified
Vector of the assignment, it authenticated the notification, and the notification reasonably
identified the rights assigned. (Cal. U. Com. Code, § 9406, subds. (a), (b).)
Vector raises a host of factual issues. It claims the court erred in
ruling: (1) Pre-Banc timely notified it of the assignment; (2) Pre-Banc authenticated the
notice; (3) the notice reasonably identified the rights assigned; (4) the notice identified
the amounts due or to become due; (5) the assignment was not conditional; and
(6) Vector did not satisfy its payment obligations. We address each contention in turn.
1. Standard of Review
When reviewing a trial court’s factual decisions, we do so under the
substantial evidence standard. (Chino Commercial Bank, N.A. v. Peters (2010) 190
Cal.App.4th 1163, 1169.) We decide whether there is substantial evidence, contradicted
or uncontradicted, to support the trial court’s determination, as it is not our function to
decide the facts. (Schmidt v. Superior Court (2020) 44 Cal.App.5th 570, 582.) In
measuring the “substantiality” of the evidence, we review the entire record on appeal.
(Sav-On Drug Stores, Inc. v. Superior Court (2004) 34 Cal.4th 319, 328.) If the entire
record has substantial evidence in support of the appealed judgment or order, we affirm
despite the record also having substantial contrary evidence. (Ibid.)
5
We note “substantial evidence” is not synonymous with “any” evidence.
(Colombo v. BRP US Inc. (2014) 230 Cal.App.4th 1442, 1451-1452.) The substantial
evidence rule “does not mean we must blindly seize any evidence in support of the
respondent in order to affirm the judgment.” (Pinto v. Farmers Insurance Exchange
(2021) 61 Cal.App.5th 676, 689.) “‘[S]ubstantial’” means the evidence “‘“must be of
ponderable legal significance . . . it must be reasonable . . . , credible, and of solid
value . . . .”’” (Ibid., italics added.) Thus, we focus on the quality, not the quantity, of
the evidence, i.e., little solid evidence may be “substantial,” while a lot of weak evidence
may be insubstantial. (Newland v. County of Los Angeles (2018) 24 Cal.App.5th 676,
684.) We indulge all reasonable inferences we can deduce from the evidence in support
of Pre-Banc, but “[w]hile substantial evidence may consist of inferences, such inferences
must be a product of logic and reason and must rest on the evidence. . . . ” (Pinto, at p.
1
689.)
2. Pre-Banc’s Assignment Notification
Vector’s first factual contention challenges the trial court’s ruling that Pre-
Banc timely notified it of the assignment. In making this ruling, the court primarily
relied on a letter Pre-Banc sent to Vector via fax, e-mail, and United States mail. Vector
1
Vector contends a “correct application of the substantial evidence test
requires a clear understanding of the burden of proof.” Although Vector does not
explicitly state, the implication is Pre-Banc’s burden of proof in the trial court affects our
review of the evidence. That would be true if the court ruled Pre-Banc did not carry its
burden and Pre-Banc appealed. In that situation, we could only reverse if the evidence
compelled a finding in Pre-Banc’s favor. It would be wrong, in that situation, to make
Vector point to substantial evidence in the record when it bore no burden to produce any
evidence in the first place. (Sonic Manufacturing Technologies, Inc. v. AAE Systems, Inc.
(2011) 196 Cal.App.4th 456, 465.) That is not the situation here. Vector is appealing
from the court’s ruling that Pre-Banc did carry its burden. Therefore, the substantial
evidence standard applies, and we affirm if substantial evidence supports the trial court’s
conclusions.
6
argues the court erred because its accountant attested that it did not receive this notice
until months later and, thus, it appropriately paid Rudy.
A letter, properly addressed and mailed, is presumed received in the
ordinary course of mail. (Evid. Code, § 641.) “As is true of most presumptions affecting
the burden of producing evidence, this one is an expression of common experience, one
in which the presumed fact (receipt of that which was mailed) is so likely to be true that
the law requires it to be assumed in the absence of contrary evidence.” (Craig v. Brown
& Root, Inc. (2000) 84 Cal.App.4th 416, 421.) Thus, this presumption compels the court
to assume the presumed fact true unless and until the proponent submits sufficient
contrary evidence. (Ibid.) If the opposing party produces such evidence, the trier of fact
decides the existence of the fact from all the evidence without regard to the presumption.
(Ibid.) This does not mean the trier of fact must ignore the otherwise logical inferences
from the circumstance which gave rise to the presumption in the first place. (Ibid.)
Here, Pre-Banc’s CEO attested Pre-Banc sent the notice to Vector via
United States mail, e-mail, and facsimile. There is no dispute the address listed on the
2
letter is Vector’s address. In response, Vector submitted evidence it did not receive the
notice until months later. Thus, the trial court had to decide whether Vector received the
notice when Pre-Banc claimed, without regard to the presumption. The law requires the
trial court to resolve such factual conflicts and its resolution of conflicting evidence, if
supported by substantial evidence, binds this court. The trial court made a credibility
determination and accepted Pre-Banc’s evidence. Its CEO’s declaration, coupled with
the logical inference that mail, properly addressed, is timely received, is substantial
2
In support of its opposition to the application, Vector offered the
declaration of its accountant and a return green card receipt. Its accountant confirmed the
address on the green card was Vector’s address. This address matched the address listed
on the notice Pre-Banc mailed.
7
evidence to support this ruling. Vector’s contrary evidence, even if substantial, does not
require us to rule in its favor.
3. Pre-Banc’s Authentication of the Notice
Next, Vector argues Pre-Banc did not authenticate the notice because it
3
“contains no signature or other ‘electronic sound, symbol, or process.’” In the context of
California Uniform Commercial Code section 9406, authentication means to “sign,”
which broadly includes “any symbol executed or adopted with present intention to adopt
4
or accept a writing.” (Former Cal. U. Com. Code, § 1201, subd. (b)(37).) “‘[A]
complete signature is not necessary. Authentication may be printed, stamped, or written;
it may be by initials or by thumbprint. It may be on any part of the document and in
appropriate cases may be found in a billhead or letterhead.’” (Donovan v. RRL Corp.
(2001) 26 Cal.4th 261, 277.) “No catalog of possible situations can be complete and the
court must use common sense and commercial experience in passing upon these matters.
The question always is whether the symbol was executed or adopted by the party with
3
This is a slightly different examination than the traditional authentication
analysis we apply in reviewing the admissibility of writings under the Evidence Code.
California Uniform Commercial Code section 9406 requires either Pre-Banc or Rudy to
authenticate the notice, which means Pre-Banc must show the notice came from it or
Rudy. (Id., subd. (a).) Neither party addresses the standard of review appropriate to such
an issue. As this is an element of Pre-Banc’s claim, we presume, without deciding, that it
is substantial evidence. We note the result would be the same, even if it were the abuse
of discretion standard traditionally applied to evidentiary rulings.
4
Effective January 1, 2024, the Legislature amended California
Commercial Code section 9406 changing the word “authenticated” to “signed.” (Stats.
2013, ch. 531, § 14.) It similarly amended the definition of “signed” in California
Commercial Code section 1201. (Stats. 2023, ch. 210, § 1.) For purposes of this
decision, we focus our analysis on the versions of the statutes in effect at the time Pre-
Banc sent its notice.
8
present intention to adopt or accept the writing.” (Cal. U. Com. Code Comment, West’s
Ann. Cal. Code, (2023 ed.) § 1201, subd. 37.)
Here, Pre-Banc sent the notice on its letterhead which depicts Pre-Banc’s
full business name and logo. The notice identified Pre-Banc as the author and sender,
and it clearly labeled Pre-Banc’s address, Web site, and phone number. It is universally
known that the purpose of a letterhead is to associate a writing or document with the
company, business, or brand. (Donovan v. RRL Corp., supra, 26 Cal.4th at p. 277.) For
this purpose, formal business correspondences commonly include letterheads, so the
recipient knows who the document comes from. (Ibid.) The contents of the notice
represent substantial evidence that Pre-Banc authored and sent the notice.
4. Identification of the Rights Assigned
Vector challenges the court’s ruling that the notice reasonably identified the
rights assigned. Vector argues Pre-Banc’s omission of the assignment agreement
between Rudy and Pre-Banc in the notice is fatal. We disagree. The notice makes clear
that Rudy had “outsourced capital funding of all their invoices to Pre-Banc Business” and
“assigned all payments for present and future invoices directly to Pre-Banc . . . .” The
notice further explained that the law required Vector to now make all payments directly
to Pre-Banc.
Contrary to Vector’s assertion, the law only requires a reasonable
identification of the rights assigned as it pertains to the account debtor’s obligations. It
need not describe the assignment with specificity. (Cal. Code com., 23B pt. 2 West’s
Ann. Cal. U. Com. (2024 supp.) foll. § 9406, p. 199.) Any ambiguity in the identification
of the rights falls on the account debtor to clarify, not the assignee. (Cal. U. Com. Code,
§ 9406; Cal. Code com., 23B pt. 2 West’s Ann. Cal. U. Com. (2024 supp.) foll. § 9406,
p. 199.)
9
5. Conditional Assignment5
Vector argues it was under no obligation to pay Pre-Banc directly because
the assignment was conditional, relying on St. Paul Fire & Marine Ins. Co. v. James I.
Barnes Const. Co. (1963) 59 Cal.2d 691. In St. Paul Fire, a subcontractor agreed to
perform services for the defendant, a general contractor. (Id. at p. 693.) Plaintiff
insurance company supplied a surety bond to the defendant, paid by the subcontractor.
(Ibid.) As part of the bond, the subcontractor agreed to assign all rights to payment owed
from the defendant to the plaintiff, but only in the event the subcontractor breached or did
not perform; otherwise, all payments for work performed belonged to the subcontractor.
(Ibid.) The plaintiff sued when the defendant made payments to the subcontractor,
despite receiving notice of the assignment. (Ibid.) The court held the plaintiff had no
right to the funds because the assignment was conditional, not absolute. (Id. at p. 702.)
The funds belonged to the plaintiff only if the subcontractor breached. (Ibid.) Unless
and until that event occurred, the funds belonged directly to plaintiff. (Ibid.)
Vector does not cite to the actual assignment agreement to support its
argument. Instead, it cites to an e-mail exchange between it and Rudy. In the e-mail,
Vector asked Rudy to confirm payments were to go to Pre-Banc’s address. Rudy
responded, “Confirmed. Please update your mailing address in your system. But do not
mail the check. Let us know when you have a check ready for pick up. We will be by.”
There are no conditions on the assignment noted in this e-mail. Vector does not explain
how this exchange shows otherwise. If anything, this e-mail confirms the fact of the
assignment, that Vector knew of the assignment, and that all payments belong to Pre-
Banc. There is no evidence that the assignment was conditional.
5
Vector did not state this argument in a separate heading or subheading.
(Cal. Rules of Court, rule 8.204(a)(1)(B).) Despite this error, we exercise our discretion
to decide the issue.
10
6. Identification of the Amount Due
Next, Vector argues the notice fails to identify “the amount due or to
become due.” For the notice to be effective, it must state “that the amount due or to
become due has been assigned . . . .” (Cal. U. Com. Code, § 9406, subd. (a).) Here, the
notice communicates that “[Rudy] has assigned all payments for present and future
invoices directly to Pre-Banc . . . .” Vector contends this is insufficient because Pre-Banc
must identify the specific dollar amount due or to become due in the notice. We disagree.
The language of the statute is clear. It provides that “an account
debtor . . . may discharge its obligation by paying the assignor until [it] receives a
notification, signed by the assignor or the assignee, that the amount due or to become due
has been assigned and that payment is to be made to the assignee.” (Cal. U. Com. Code,
§ 9406, subd. (a).) The statute does not restrict the language “amount due or to become
due” to a specific dollar amount. As we discussed, the law does not require Pre-Banc to
notify Vector of the assignment with specificity. (Cal. Code com., 23B pt. 2 West’s Ann.
Cal. U. Com. (2024 supp.) foll. § 9406, p. 199.) Rather, the law entitles Vector to notice
of the assignment, not notice of the outstanding debt amount. Consequently, the notice
adequately informed Vector “that the amount due or to become due has been
6
assigned . . . .” (Cal. U. Com. Code, § 9406, subd. (a).)
7. Vector’s Payment Obligations
Vector asserts that, even if it did receive a timely authenticated notice, it
already paid Rudy and, thus, its obligations to Pre-Banc are satisfied. In support, it points
6
Vector also contends that the “amounts claimed by Pre-Banc are flat
wrong.” Vector did not state this argument in a separate heading or subheading. (Cal.
Rules of Court, rule 8.204(a)(1)(B).) Nor does Vector develop this argument with
appropriate citations to legal authority. Therefore, it forfeits the argument. (Rojas v.
HSBC Card Services Inc. (2023) 93 Cal.App.5th 860, 879, fn. 12.)
11
to the assignment agreement between Pre-Banc and Rudy, which states that any amount
Rudy collects on accounts assigned to Pre-Banc belong to Pre-Banc and Rudy must
immediately transmit them to Pre-Banc. This language defines Rudy’s obligations to
Pre-Banc; it does not govern Vector’s obligations to Pre-Banc. Absent an agreement
between Vector and Pre-Banc, the law dictates Vector’s obligations. And the law is clear
that after notice, Vector cannot discharge its obligations to Pre-Banc by paying Rudy.
(Cal. U. Com. Code, § 9406, subd. (a).)
Vector’s Evidentiary Contentions
Next, Vector argues the court relied on inadmissible evidence. Vector takes
specific issue with a series of exhibits Pre-Banc’s attorney attached to his declaration.
These exhibits included purchase orders from Vector to Rudy, invoices from Rudy to
Vector, checks from Vector to Rudy, and handwritten notes contained thereon. Pre-
Banc’s attorney attested these were “true and correct copies of documents produced by
Vector in this matter . . . .” Vector raised 15 objections to the admission of these
documents on the grounds Pre-Banc’s attorney did not have the personal knowledge
necessary to authenticate them and that they are inadmissible hearsay. The trial court
7
overruled 14 of the 15 objections.
1. Standard of Review
We apply the abuse of discretion standard of review to any trial court ruling
on the admissibility of evidence. (Pannu v. Land Rover North America, Inc. (2011) 191
Cal.App.4th 1298, 1317.) Discretion refers to the sound judgment of the court, which it
must exercise according to the rules of law. (Nuño v. California State University,
7
The court sustained one objection to a chart Pre-Banc’s attorney created
summarizing the payments and calculating the interest due. We discuss this objection
more fully below.
12
Bakersfield (2020) 47 Cal.App.5th 799, 813.) Thus, discretion in the literal sense is
different from discretion in the legal sense. When exercising a grant of discretion, the
court must still adhere to applicable legal criteria and cannot act arbitrarily. (Sargon
Enterprises, Inc. v. University of Southern California (2012) 55 Cal.4th 747, 773.)
2. Authentication
Before a court may receive a writing into evidence, its proponent must offer
sufficient evidence to authenticate it. (Evid. Code, § 1401, subd. (a).) This means the
proponent must introduce sufficient evidence to sustain a finding that the writing is what
the proponent claims it to be. (Evid. Code, § 1400.) “[W]hat is necessary is a prima
facie case. ‘As long as the evidence would support a finding of authenticity, the writing
is admissible.’” (People v. Goldsmith (2014) 59 Cal.4th 258, 267.)
The proponent can authenticate the writing in several ways and the law
does not require the testimony of a subscribing witness. (Evid. Code, § 1411.) “[A]
writing may be authenticated by its contents and circumstantial evidence, including the
testimony of witnesses other than the person or persons who created the writing or
witnessed its creation.” (People v. Cruz (2020) 46 Cal.App.5th 715, 729.)
Here, the contents of the documents, the fact they were in Vector’s
possession, and the fact Rudy is Vector’s business partner amounts to sufficient evidence
to sustain a finding of authentication. The documents offered as belonging to Vector
have indicia indicating Vector created them, such as Vector’s business name, address,
and logo. Vector maintained and produced these documents, which adds an additional
layer of authentication that Vector created them. Furthermore, they describe business
8
transactions between Vector and Rudy — Vector’s admitted business partner.
8
Vector’s accountant admitted in his declaration that Rudy is Vector’s
business partner.
13
The documents offered as belonging to Rudy contain similar indicia, such
as its business name, address, and logo. They similarly describe transactions between
Vector and Rudy. And they were in Vector’s possession which indicates Vector relied on
them as authentic. That they may not reflect the amount ultimately paid or the dates the
transactions actually occurred is not the issue. Pre-Banc offered the documents for what
they depicted within their four corners: payments made by Vector to Rudy within the
period depicted in the documents. Disputes as to whether the transactions went through
on those dates or for those amounts go to the document’s weight, not its admissibility.
9
(People v. Cruz, supra, 46 Cal.App.5th at p. 729.)
Vector’s cited cases do not change our conclusion. In Tri-State Mfg. Co. v.
Superior Court (1964) 224 Cal.App.2d 442, the document at issue was an unsworn
attorney attestation given in support of an application for substituted service on a foreign
corporation. (Id. at p. 444.) Such an application requires a sworn declaration that the
foreign corporation is subject to California jurisdiction and the proponent cannot
personally serve the corporation. (Id. at p. 443.) The attorney submitting the unverified
statement simply reviewed an office file and did not have personal knowledge of the
foreign corporation’s activities in California. (Id. at pp. 444-445.) This was woefully
insufficient to support such an application. (Id. at p. 445.) These facts differ from ours,
which pertain to business documents between business partners.
9
Vector also argues the authentication issue goes to when it received notice
of the assignment. Pre-Banc’s attorney’s declaration included as an exhibit a notification
letter Rudy sent, but the court did not rely on that letter. The court relied on the notice
Pre-Banc’s CEO authenticated, which is a letter directly from Pre-Banc. Regardless, Pre-
Banc authenticated the documents included in its attorney’s declaration, including the
letter from Rudy.
14
In Serri v. Santa Clara University (2014) 226 Cal.App.4th 830, also cited
by Vector, the evidence at issue consisted of handwritten notes offered as belonging to
the defendant. However, no one signed the notes and there was no other evidence from
10
which to conclude the defendant authored them. (Id. at p. 855.)
3. Pre-Banc’s CEO’s Declaration
Vector alleges that “[Pre-Banc’s CEO] attached documents to [his]
declaration[] for which [he] had no knowledge” and cites to a little less than 300 pages of
exhibits it takes issue with. Pre-Banc’s CEO supplied a detailed declaration in support of
these exhibits consisting of 26 paragraphs, not including subparts, seven pages, and
multiple exhibits. Vector does not cite to any specific part of the declaration it contends
is insufficient to authenticate the exhibits.
It is Vector’s burden to “‘affirmatively challenge the trial court’s
evidentiary ruling, and demonstrate the court’s error.’” (Salas v. Department of
Transportation (2011) 198 Cal.App.4th 1058, 1074.) An untailored argument aimed at
the whole of a lengthy and detailed declaration, without targeting specific objectionable
portions, is not enough to carry that burden. We are not required to, nor are we inclined
to, search the record to discover whether it contains support for Vector’s claim.
Therefore, Vector forfeits the point. (Ibid.)
10
Vector also raises an issue with some of the documents that have
handwritten notations. Alterations to writings, such as handwritten notes, need not be
separately authenticated if not made by the proponent of the evidence. (Evid. Code,
§ 1402.) Here, the documents came from Vector or Rudy and Pre-Banc did not offer
them as made by Pre-Banc. Accordingly, Pre-Banc is not under an obligation to
authenticate the alterations in any manner separate than the authentication of the
document itself.
15
4. Vector’s Hearsay Objections
Similarly, Vector makes general contentions that the documents are
inadmissible hearsay. However, Vector does not specify why we, on appeal, should rule
the trial court abused its discretion as to any specific exhibit or item of evidence. As
noted, general contentions, without more, do not carry Vector’s burden. Vector forfeits
11
this claim.
5. The Court’s Evidentiary Rulings
Lastly, Vector takes issue with the court’s evidentiary rulings which,
according to its argument, were “baffling and without reason.” In support, Vector
contends the court overruled 14 of its 15 objections and did not give the legal basis for its
ruling. Vector further supports this by arguing the court inexplicably excluded a chart
Pre-Banc’s attorney prepared while admitting the underlying documents which formed
the foundation for the chart. Vector does not support its arguments with any citations to
legal authorities nor does it provide this court with any lawful basis for relief. Therefore,
Vector forfeits the argument. (Hernandez v. First Student, Inc. (2019) 37 Cal.App.5th
12270, 277.)
11
In its reply brief, for the first time, Vector cites to Chambers v. Crown
Asset Management, LLC (2021) 71 Cal.App.5th 583, a case that discussed the business
records hearsay exception. However, its failure to develop the point in its opening brief
with meaningful legal analysis supported by citations to authority and facts in the record
forfeits the claim entirely. (Bunzl Distribution USA, Inc. v. Franchise Tax Bd. (2018) 27
Cal.App.5th 986, 998.)
12
For the first time in its reply brief, Vector develops the argument with a
citation to Nazir v. United Airlines, Inc. (2009) 178 Cal.App.4th 243. As we noted, it is
too late to do so. (Bunzl Distribution USA, Inc. v. Franchise Tax Bd., supra, 27
Cal.App.5th at p. 998.) Even if it were not, Nazir is not helpful to Vector. In Nazir, the
trial court sustained 763 out of 764 objections without explanation. (Nazir, at p. 250.)
Over 250 of the sustained objections failed to cite the evidence objected to, some did not
16
DISPOSITION
The order is affirmed. Pre-Banc is entitled to recover costs on appeal.
SANCHEZ, J.
WE CONCUR:
GOETHALS, ACTING P. J.
GOODING, J.
assert a basis for objection, some were not to evidence, and many were frivolous. (Id. at
p. 256.) Further, sustaining 763 objections, without providing the evidentiary grounds for
doing so, prevents an appellate court from meaningfully reviewing the trial court’s
reasoning. (Id. at p. 255.) Overruling objections and admitting evidence, as the court did
here, presents no similar issue as the court is necessarily ruling that each objection is
without merit.
17