Filed 8/18/26 Jones v. Jones CA1/1 NOT TO BE PUBLISHED IN OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.
IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
FIRST APPELLATE DISTRICT
DIVISION ONE
JAMES BORT JONES, Plaintiff and Appellant, A173537
v. (San Mateo County CLIFF OWNBEY JONES, Super. Ct. No. 23CIV02718)
Defendant and Respondent.
Plaintiff James Bort Jones (Bort) sued his brother, defendant Cliff Ownbey Jones (Cliff) over a 1969 Chevrolet Camaro that was purchased by their mother in 1979 for Bort’s use but was in Cliff’s possession after her death.1 As part of a settlement reached in early 2021, Cliff agreed to cooperate in transferring the title to Bort. The car was delivered to Bort in November 2022, and title documents were transferred around seven months later. Believing Cliff was dilatory in transferring the car and title, Bort brought this action asserting causes of action for conversion, trespass, breach of contract, and breach of the implied covenant of good faith and fair dealing.
1 According to the complaint, “[t]he Vehicle is considered a ‘classic’
muscle car of the 1970’s and is bought and sold in the classic car market for thousands of dollars and in many cases at auctions at prices in the six figures.”
The trial court sustained Cliff’s demurrer to the operative complaint (the third amended complaint or TAC) and entered judgment in Cliff’s favor. We affirm most of the trial court’s order sustaining the demurrer, except we reverse one aspect of the ruling regarding the claim alleging a breach of the implied covenant of good faith and fair dealing.
I.
FACTUAL AND PROCEDURAL
BACKGROUND
The following facts are taken from the TAC, and we accept them as true in reviewing whether the trial court properly sustained the demurrer. (Center for Environmental Health v. Perrigo Co. (2023) 89 Cal.App.5th 1, 13– 14.)
After their mother died, Bort, Cliff, and their two brothers settled various disputes in a “Global Settlement Agreement and Mutual Release” (GSA) signed in February 2021. The trial court took judicial notice of the GSA, but it is not part of our appellate record. According to the court, a term of the GSA stated that the “[p]arties shall cooperate to get Bort on the title to the 1969 Chevrolet Camaro [and two other vehicles], which vehicles are in his possession.” At one point, the court ruled that any grievances Bort had with Cliff’s actions regarding the Camaro before the GSA were barred by the agreement, and Bort does not challenge this ruling on appeal.
Although the GSA suggested that the Camaro was in Bort’s possession at the time of the agreement, the TAC alleged, and the parties agree, that it was actually in Cliff’s possession. In November 2022, the car was delivered to Bort by being transported to his house. About seven months later, in July 2023, a “Special Interest License” was signed and delivered to Bort’s counsel, which allowed for the title to be finally transferred.
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According to the TAC, until these events transpired, Cliff “took absolutely no steps at all to transfer possession or title to the [car] and Special Interest License to [Bort].” The TAC alleged that the “over 20 months” it took to transfer possession and the “over 28 months” it took to transfer the title were “well beyond any reasonable period of time.”
The TAC alleged that Cliff’s delays in transferring the car and title amounted to conversion, trespass, a breach of the settlement agreement, and a breach of the implied covenant of good faith and fair dealing. It also alleged that Cliff separately breached the implied covenant of good faith by intentionally damaging the car after the GSA was signed.
Cliff filed a demurrer, which the trial court sustained without leave to amend.
II.
DISCUSSION
We review de novo a judgment of dismissal after a demurrer is sustained without leave to amend. (Brown v. County of Los Angeles (2014) 229 Cal.App.4th 320, 322.) In doing so, “[w]e decide independently whether the facts alleged in the complaint suffice to state a cause of action. [Citation.] ‘ “We treat the demurrer as admitting all material facts properly pleaded, but not contentions, deductions or conclusions of fact or law. [Citation.] We also consider matters which may be judicially noticed.” [Citation.] Further, we give the complaint a reasonable interpretation, reading it as a whole and its parts in their context.’ [Citation.] To decide if a trial court abused its discretion in making its ruling without leave to amend, we assess ‘whether there is a reasonable possibility that the defect can be cured by amendment.’ [Citation.] The burden of identifying new allegations that could cure a defect rests ‘squarely on the plaintiff.’ ” (California Dental Assn. v. Delta Dental of California (2025) 115 Cal.App.5th 142, 152, fn. 5.)
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A. The Trial Court Properly Sustained the Demurrer as to the Causes for Conversion and Trespass.
“ ‘ “Conversion is the wrongful exercise of dominion over the property of another. The elements of a conversion claim are: (1) the plaintiff’s ownership or right to possession of the property; (2) the defendant’s conversion by a wrongful act or disposition of property rights; and (3) damages.” ’ ” (Welco Electronics, Inc. v. Mora (2014) 223 Cal.App.4th 202, 208.) Where there is “no wrongful act or disposition” a conversion claim fails. (Spates v. Dameron Hospital Assn. (2003) 114 Cal.App.4th 208, 222.) In general, the plaintiff must allege and prove an actual and substantial interference with his or her ownership or right to possession of the property. (Zaslow v. Kroenert (1946) 29 Cal.2d 541, 550–551.) The defendant’s conduct “ ‘must be knowingly or intentionally done,’ but a ‘wrongful intent’ or motive is not a requirement.” (Berry v. Frazier (2023) 90 Cal.App.5th 1258, 1271.)
“In contrast [to conversion], trespass to chattels ‘lies where an intentional interference with the possession of personal property has proximately caused injury,’ [citation], but the interference is ‘ “not sufficiently important to be classed as conversion.” ’ [Citation.] ‘Though not amounting to conversion,’ in an action for trespass to chattels ‘the defendant’s interference must . . . have caused some injury to the chattel or to the plaintiff’s rights in it.’ ” (Berry v. Frazier, supra, 90 Cal.App.5th at p. 1271.)
We agree with the trial court that the TAC did not allege that Cliff sufficiently interfered with Bort’s possession of the Camaro to state a claim for conversion or trespass. Cliff’s obligation under the GSA was to cooperate in transferring the title to Bort, not necessarily to quickly and unilaterally deliver the car and accomplish the title transfer. As the trial court noted, it matters that the TAC did not allege that Bort himself made prompt efforts to gain possession of the car and title. The TAC alleged that on February 13,
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2022—about a year after the GSA was signed—Bort sent an email to the trustee of his mother’s trust stating that “registration to [the car] had still not happened and it had been almost one year.” The trustee responded that he “was looking into the process with [Cliff] and [Cliff’s] attorney.” The TAC further alleged that on April 29, 2022, Bort’s attorney emailed the trustee or the trustee’s lawyers “claiming no substantive response had been received . . . and the Trustee[’]s obligations could no longer be deferred.” According to the TAC, about a month later Cliff’s attorney sent an email to Bort’s attorneys informing them that the car was inoperable but that Cliff “would transfer title to the Vehicle . . . along with the keys . . . to [Cliff’s] legal counsel.” As we have said, the vehicle was delivered to Bort on November 4, 2022. According to the TAC, however, it was not until March 2, 2023, that Cliff signed an “Application for Replacement or Transfer of Title,” which was not delivered until April 18, 2023. Finally, the TAC alleged that yet another document was required to complete the transfer—a “Special Interest License Plate Application”—and it was not sent by Cliff or his attorney until July 6, 2023.
The trial court found that these allegations did not “amount to a specific demand [by Bort] for the vehicle, and [did] not include any offer [by Bort] to take any steps to recover the car, such as by picking it up.” Bort alleged he was not required to demand the car directly from Cliff or engage in “self-help” to acquire it. He insisted in the TAC that he had “no obligation to make any formal demand directly on [Bort] for the return of possession of the Vehicle” or title documents, in part because “the relationship between [the brothers] was very hostile and any self-help . . . may have escalat[ed] into physical batteries and assaults between [them].”
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Bort’s contentions that he was reasonable not to demand or take possession of the car and title miss the point. Cliff was not the only one required to cooperate in the process. He and Bort were both required to cooperate to facilitate the transfer. “Cooperate” means “[t]o work or act together toward a common end or purpose.” (American Heritage Dictionary of the English Language Online, https://www.ahdictionary.com/word/ search.html?q=cooperate (as of Aug. 17, 2026).) We recognize that, as a practical matter, some steps needed to accomplish the transfer had to be taken by Cliff, as he was in possession of the car and title. But Cliff was not required to complete the transfer immediately and unilaterally. In short, we agree with the trial court that the allegations that Cliff failed to transfer the car and title quickly enough did not allege a substantial interference with Bort’s possession of the car.
B. The Trial Court Properly Sustained the Demurrer as to the Breach of Contract Cause of Action.
For the same reasons, we agree with the trial court’s sustaining the demurrer as to Bort’s claim that Cliff breached the GSA. (See Hernandez v. Board of Education (2004) 126 Cal.App.4th 1161, 1176 [“A settlement agreement is simply a contract”].) We agree with the court that even though the TAC alleged in conclusory terms that Cliff failed to cooperate as the GSA required, the TAC did “not allege any meaningful lack of cooperation by [Cliff] that would amount to a breach.” Again, the only specific actions that Bort or his attorney allegedly took to initiate or coordinate with Cliff about transferring the car and title were sending the February 13, 2022 email to the trustee stating that “the title and registration . . . had still not happened and it had been almost one year,” and sending the April 29, 2022 email to the trustee complaining that “no substantive response had been received . . . and the Trustee[’]s obligations could no longer be deferred.” These allegations are
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insufficient to state a cause of action against Cliff for having breached the GSA by being uncooperative.
C. Bort Stated a Claim for a Breach of the Covenant of Good Faith and Fair Dealing.
We come to a different conclusion regarding Bort’s claim that Cliff breached the covenant of good faith and fair dealing. “ ‘The implied promise [of good faith and fair dealing] requires each contracting party to refrain from doing anything to injure the right of the other to receive the benefits of the agreement.’ [Citation.] ‘In essence, the covenant is implied as a supplement to the express contractual covenants, to prevent a contracting party from engaging in conduct which (while not technically transgressing the express covenants) frustrates the other party’s rights to the benefits of the contract.’ ” (Avidity Partners, LLC v. State of California (2013) 221 Cal.App.4th 1180, 1204.)
Although we agree with the trial court that the allegations of Cliff’s delay were insufficient to state a claim for a breach of the covenant of good faith and fair dealing, the TAC separately alleged that Cliff intentionally damaged the vehicle after the GSA was signed, as he “was determined to return it to [Bort] in as poor condition as he could orchestrate in an act of vengeance toward his brother given their hostile relationship.” We conclude that the allegation sufficiently stated a claim for a violation of the covenant of good faith and fair dealing.
The trial court noted that the allegation apparently contradicted, at least in part, allegations in earlier versions of the complaint. The earlier versions are not included in our record, but according to the court at least one of them “appeared to have alleged that the bulk of the damage to the car was sustained prior to the GSA being signed in 2021.” In addition to this possible pleading inconsistency, the court was concerned that the TAC did not allege
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that Bort “took any steps at all to determine the vehicle’s condition or method of storage between the signing of the GSA and the return of the vehicle.”
But the TAC specifically alleged that Cliff “conscious[ly] and deliberate[ly]” failed to protect the car, and that “a great deal of the damage, although not all of the damage, occurred after the effective date of the GSA.” In our view, even if Bort failed to inquire about the car’s condition or the manner in which it was being stored, he can still hold Cliff accountable for any damage that he can prove was intentionally and in bad faith inflicted on the car after the GSA was signed. In short, whether Cliff intentionally and in bad faith damaged the car after the GSA was signed is a factual question that cannot be resolved as a matter of law. We therefore reverse this aspect of the trial court’s ruling sustaining the demurrer.
III.
DISPOSITION
The judgment of dismissal is reversed. The order sustaining the demurrer is reversed as to the claim that Cliff breached the covenant of good faith and fair dealing by intentionally damaging the car after the GSA, but it is affirmed in all other respects. The parties shall bear their own appellate costs.
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_________________________
Humes, P. J.
WE CONCUR:
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Banke, J.
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Langhorne Wilson, J.
Jones v. Jones A173537