Filed 8/17/26 Yang v. Li CA2/6 NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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 This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.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
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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
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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.
Matthew P. Guasco, Judge
Superior Court County of Ventura
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Michael Chen Law Offices and Michael Chen, for Defendant and Apellant.
Law Offices of Bin Li & Associates and Bin Li, for Plaintiffs and Respondents.