Tedesco v. Wells Fargo Bank, N.A. CA4/2

CourtCalifornia Court of Appeal
DecidedOctober 16, 2020
DocketE070407
StatusUnpublished

This text of Tedesco v. Wells Fargo Bank, N.A. CA4/2 (Tedesco v. Wells Fargo Bank, N.A. CA4/2) is published on Counsel Stack Legal Research, covering California Court of Appeal primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Tedesco v. Wells Fargo Bank, N.A. CA4/2, (Cal. Ct. App. 2020).

Opinion

Filed 10/16/20 Tedesco v. Wells Fargo Bank, N.A. CA4/2

NOT TO BE PUBLISHED IN OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or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 This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.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 TWO

THOMAS S. TEDESCO,

Plaintiff and Appellant, E070407

v. (Super.Ct.No. PSC1704669)

WELLS FARGO BANK, N.A. et al., OPINION

Defendants and Respondents.

APPEAL from the Superior Court of Riverside County. James T. Latting, Judge.

Affirmed.

Herzog, Yuhas, Ehrlich & Ardell, Ian Herzog, Evan D. Marshall; Law Offices of

Joseph D. Davis and Joseph D. Davis for Plaintiff and Appellant.

McGuireWoods, Leslie Mark Werlin and Alicia A. Baiardo for Defendants and

Respondents.

1 Plaintiff and appellant Thomas S. Tedesco1 (Thomas), by his guardian ad litem

Stephen Carpenter, appeals from two judgments of dismissal entered on April 5, 2018,

after the trial court sustained the demurrers of defendants and respondents Wells Fargo

Bank, N.A., and Michael A. Bas (collectively the bank defendants), without leave to

amend, to Thomas’s first amended complaint (FAC). The FAC alleged causes of action

for, inter alia, negligence, fraud, and breach of fiduciary duty based on the bank

defendants’ transfer of control of an account containing some $30 million (the funds),

belonging to a limited partnership of which Thomas was the general partner.

On appeal, Thomas contends the bank defendants: (1) breached the duty of due

care owed to him as a depositor (breach of fiduciary duty); (2) negligently and

wrongfully transferred control of the funds (conversion); and (3) knew or should have

known the documents presented to Wells Fargo did not provide a valid basis to transfer

control of the funds (financial elder abuse). As to Bas, Thomas contends he: (1) is liable

for cancellation and rescission of a series of documents, which transferred control of the

funds (cancellation/rescission); (2) breached the duty of care by transferring control of

the funds (negligence); (3) participated in the manufacturing of fraudulent documents

used to transfer control of the funds (fraud); and (4) was properly joined in the claim for

declaratory relief. Thomas further contends the trial court erred in denying him leave to

amend. We affirm.

1 We refer to the Tedesco family members by their first names to avoid confusion. We mean no disrespect in doing so. (Estate of O’Connor (2018) 26 Cal.App.5th 871, 875, fn. 2.)

2 I. PROCEDURAL BACKGROUND AND FACTS

On July 28, 1988, Thomas and Wanda created the Tedesco Family Trust. In 1993,

Thomas was the sole general partner and owner of the controlling one percent general

partnership interest, and 98 percent limited partnership interest, in TW Tedesco

Properties, L.P., a California limited partnership (Tedesco Properties).2 Following

Wanda’s death in 2002, the Tedesco Family Trust was divided into five separate trusts,

one of which is the living trust, which was restated in a complete amendment and

restatement dated February 11, 2011. On an annual basis, Thomas gifted approximately

one-half percent interest in Tedesco Properties to his daughters, Laura K. White, Julie M.

Bas, and Sandra L. Kay. Thomas also transferred his interest in Tedesco Properties to his

living trust and, therefore, remained the beneficial owner.

On December 13, 2012, Thomas sold a 12.17 percent limited partnership interest

in Tedesco Properties to himself as trustee of the living trust. On December 26, 2012, he

gifted his one percent general partnership interest in Tedesco Properties to W. Mae, LLC,

which is held by his daughters, and gifted 11.7 percent of his limited partnership interest

in Tedesco Properties to his daughters’ trusts. A “Seventeenth Amendment to the

Agreement of Limited Partnership of TW Tedesco Properties” was executed and filed to

reflect these actions.

In early 2013, Thomas became “seriously ill and underwent two surgeries

requiring general anesthesia in or about April 2013.” During the following year, he was

2 Wanda owned the remaining one percent limited partnership interest.

3 of “diminished health and mental capacity, and was reliant in part upon his family

members, including [his daughters], to assist him in his business and financial affairs.

Because of his temporarily diminished health and vitality, [he] was susceptible to the

undue influence of others and unable to fully care for his own finances, to understand the

influence of persons seeking to have him transfer his funds or assets or control of his

property against his self-interest, or to resist fraud.” Effective June 5, 2013, Thomas

resigned as trustee of the living trust, and his daughters became successor trustees.

On August 25, 2017, Thomas (who was then 91 years old) initiated this action

alleging various misdeeds by his daughters, his former attorneys, and the bank

defendants, regarding his ownership interest in Tedesco Properties and his various trusts.

More specifically, Thomas claimed his daughters and others participated in the

manufacture of documents, which were used to transfer the controlling interest in

Tedesco Properties to his daughters and entities controlled by his daughters. By way of

the FAC filed on October 20, 2017, Thomas alleged three causes of action against Wells

Fargo (negligence, financial elder abuse, & conversion) and seven causes of action

against Bas (cancellation/rescission of documents, breach of fiduciary duty, financial

elder abuse, fraud/misrepresentation, negligence, conversion, & declaratory relief).

Thomas contends the bank defendants breached their fiduciary duties by failing to

(1) contact him, (2) take any measure to assure the validity of the documents transferring

his control and interest in Tedesco Properties, along with the funds, and (3) investigate

the documents’ authenticity or legal validity.

4 On January 10, 2018, both Wells Fargo and Bas demurred to the FAC; they

primarily argued they owed no duty of care to Thomas, and he cannot establish they

caused him harm. After hearing the matters, the trial court sustained both demurrers

without leave to amend. Thomas appeals.

II. DISCUSSION

A. Preliminary Matters.

1. Thomas’s standing.

Before we address the merits of the issues raised, we acknowledge the bank

defendants’ contention that Thomas lacks standing to “sue for any claimed damage to,

loss, or impairment of Partnership property” because Tedesco Properties, not Thomas, is

the aggrieved party. The bank defendants argue an individual partner may not sue an

outsider “for damage to ‘his’ beneficial interest in the partnership property.” (Mayer v.

C.W. Driver (2002) 98 Cal.App.4th 48, 60 [“The property was the partnership’s. The

[general and limited partners] could not have sued individually for damage to their

individual ‘beneficial interest’ in partnership property . . . .”].) Likewise, they assert an

individual partner may not sue on behalf of the partnership when his or her claims are

individual in nature and not derivative. (Everest Investors 8 v. McNeil Partners (2003)

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Blank v. Kirwan
703 P.2d 58 (California Supreme Court, 1985)
Gruber v. Pacific States Savings & Loan Co.
88 P.2d 137 (California Supreme Court, 1939)
Bard v. Kent
122 P.2d 8 (California Supreme Court, 1942)
Stansfield v. Starkey
220 Cal. App. 3d 59 (California Court of Appeal, 1990)
Community Cause v. Boatwright
124 Cal. App. 3d 888 (California Court of Appeal, 1981)
Levy v. Bellmar Enterprises
241 Cal. App. 2d 686 (California Court of Appeal, 1966)
Rakestraw v. California Physicians' Service
96 Cal. Rptr. 2d 354 (California Court of Appeal, 2000)
Schauer v. Mandarin Gems of California, Inc.
23 Cal. Rptr. 3d 233 (California Court of Appeal, 2005)
Ball v. FleetBoston Financial Corp.
164 Cal. App. 4th 794 (California Court of Appeal, 2008)
Chazen v. Centennial Bank
61 Cal. App. 4th 532 (California Court of Appeal, 1998)
Casey v. U.S. Bank National Ass'n
26 Cal. Rptr. 3d 401 (California Court of Appeal, 2005)
Mayer v. C.W. Driver
120 Cal. Rptr. 2d 535 (California Court of Appeal, 2002)
Goldrich v. Natural Y Surgical Specialties, Inc.
25 Cal. App. 4th 772 (California Court of Appeal, 1994)
Everest Investors 8 v. McNeil Partners
8 Cal. Rptr. 3d 31 (California Court of Appeal, 2003)
Simonian v. Patterson
27 Cal. App. 4th 773 (California Court of Appeal, 1994)
Holland v. MORSE DIESEL INTERNAT., INC.
104 Cal. Rptr. 2d 239 (California Court of Appeal, 2001)
Das v. Bank of America, N.A.
186 Cal. App. 4th 727 (California Court of Appeal, 2010)
Small v. Fritz Companies, Inc.
65 P.3d 1255 (California Supreme Court, 2003)
Welco Electronics, Inc. v. Mora
223 Cal. App. 4th 202 (California Court of Appeal, 2014)
Linda Vista Village San Diego Homeowners Ass'n v. Tecolote Investors, LLC
234 Cal. App. 4th 166 (California Court of Appeal, 2015)

Cite This Page — Counsel Stack

Bluebook (online)
Tedesco v. Wells Fargo Bank, N.A. CA4/2, Counsel Stack Legal Research, https://law.counselstack.com/opinion/tedesco-v-wells-fargo-bank-na-ca42-calctapp-2020.