Filed 10/12/10 Edwards v. Ujdur CA3
NOT TO BE PUBLISHED
California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for
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or ordered published for purposes of rule 8.1115.
IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
THIRD APPELLATE DISTRICT
Plaintiff and Respondent,
(Super. Ct. No. 158472)
VINCE UJDUR et al.,
Defendants and Appellants.
The trial court found that Vince Ujdur and Michael Edwards
entered into a partnership to split the profits from the sale of
used cars and awarded Edwards over $140,000 in damages, plus
prejudgment interest and costs, in dissolution of the
partnership. Vince Ujdur and Vince Ujdur Motor Sales, Inc.
(Ujdur) appeal from the judgment, contending Edwards‟s claims
are unenforceable because he failed to register with the
Department of Motor Vehicles (DMV) as an automobile dealer.
Ujdur further contends the court erred: in disallowing an
offset against the damages for rental expenses; excluding
evidence pertaining to vehicle expenses; giving to Edwards
profits that belonged to Teri Ujdur; awarding prejudgment
interest; and piercing the corporate veil. We find no merit in
any of these contentions and affirm.
FACTUAL AND PROCEDURAL BACKGROUND
Vince and Teri Ujdur own Vince Ujdur Auto Sales, Inc.
Vince is the president and Teri is the secretary and treasurer.
Teri‟s sister Maureen Elliott, known as Moe, is the company‟s
bookkeeper. The Ujdurs used corporate funds to pay personal
expenses, such as utilities, department store charges, and
vacation and concert tickets. They also paid their medical
expenses and medical insurance premiums out of corporate funds.
In 2000, the Ujdurs moved to Redding and built a structure
to house their Thrifty Car Sales business on East Cypress
Avenue. In 2003, they ended the Thrifty franchise and opened
Integrity Motors to sell used cars. Vince Ujdur has over 30
years‟ experience in buying used cars.
Michael Edwards was also in the business of buying and
selling used cars. In 2003, he owned a licensed car repair
facility called the Auto Shop. He sold used cars there. The
Ujdurs took cars to the Auto Shop for reconditioning.1
1 Reconditioning a used car for sale involves a safety check
that is required by the state.
In the summer of 2003, Vince Ujdur and Edwards had
discussions about forming a partnership. They agreed they would
each deposit $75,000 into a new bank account at North Valley
Bank and each would take a monthly draw of $5,000. They would
sell cars off the lot at Integrity Motors; each would be
reimbursed for his expenses in the cars and the profit on the
sale would go into the joint account. The mortgage on the
property of about $4,500 would be paid out of the account, as
well as all costs of the car lot such as utilities, wages for
salesmen, and travel expenses for attending auctions. The
profits would be split 50/50.
Edwards‟s job was to go to auctions and buy cars, help with
reconditioning of cars for sale, and help sell cars if needed.
He would also “floor” or finance the purchase of cars. Edwards
moved 25 to 28 cars he had at the Auto Shop to Integrity Motors.
Both Edwards and Vince Ujdur made wholesale car sales outside of
Vince Ujdur and Edwards approached William Lee about taking
over Edwards‟s lease for the Auto Shop. The property had three
stalls or bays for repairing cars and the rent was $2,000 a
month. Edwards would keep two stalls and would pay $500 a
month; he would use these stalls to perform reconditioning work
for Integrity Motors. In January 2004, Edwards relinquished the
two stalls to Lee as he was losing money.
Edwards and the Ujdurs never discussed that the business
would pay the Ujdurs‟ medical expenses. Edwards, however,
signed checks on Integrity Motors‟s account for the Ujdurs‟
medical expenses without objection.
The End of the Partnership
On Friday, February 3, 2006, Vince Ujdur got angry with
Edwards because he believed Edwards purchased a truck that Ujdur
was interested in buying. After concluding that Edwards was
lying and deceitful, Vince Ujdur informed all his business
contacts that Edwards was no longer with Integrity Motors.
The next day, Saturday, Edwards called Teri Ujdur and told
her he would be late to work. She put Vince on the phone who
told Edwards they did not want him back. On Sunday, Edwards
tried to retrieve a tire from Integrity Motors, but an employee
stopped him. After calling Vince Ujdur, the employee told
Edwards that he was not allowed on the property.
Edwards filed suit against Vince Ujdur and Vince Ujdur Auto
Sales, Inc., claiming he and defendants had “formed an oral
partnership called INTEGRITY MOTORS” in the fall of 2003. The
complaint was for dissolution of the partnership, an accounting,
breach of contract and appointment of a receiver. The suit
sought damages and prejudgment interest.
Ujdur cross-complained against Edwards for slander, fraud,
declaratory relief that no partnership existed and, if there was
a partnership, for its dissolution and an accounting.
Ujdur‟s motion for a separate trial on liability was
denied. Edwards waived jury trial. The case proceeded to a
court trial on all issues except slander and fraud, which were
Evidence on Licensing
At trial, the parties stipulated that Edwards was not
licensed with the DMV as an owner of Integrity Motors and that,
without a license, one cannot hold himself out as an owner of a
car dealership to the public. Edwards testified that while not
recognized as such by the DMV, he considered himself a dealer
while at Integrity Motors.
Tony Beatrici, a DMV investigator, testified that a party
who is not licensed as a dealer cannot hold himself out to the
public as an owner of a car dealership business. One could not
be a partner in the business without a license; if one was
involved in the business, one needed a DMV license. The
dealership, however, could do what it wanted with its money and
could give a share of the profits to employees.
Edwards testified he discussed the issue of a dealer‟s
license with Vince Ujdur. Edwards did not get a license or ask
Ujdur to put him on the license because it would require a new
license which was a lot of work. A major concern in changing
the license was that Integrity Motors might lose its
participation in the Credit Union Direct Lending (CULD) program,
which gave instant information on approval or rejection of
financing for a purchaser. Also, there was the concern of
losing “flooring.” “Flooring” is financing for purchasing cars
In February 2004, Edwards got a salesman‟s license. Vince
Ujdur asked Edwards to get one to protect them.
Statement of Decision and Judgment
The court found the parties‟ agreement and subsequent
conduct constituted an agreement to form a partnership to carry
on the business of the retail sale of automobiles under the name
Integrity Motors. Alternatively, the court found there was at
least an oral agreement to share profits. The court determined
that Vince Ujdur and Vince Ujdur Auto Sales, Inc., acted as one
and the same and that it was appropriate to pierce the corporate
veil and hold both Vince Ujdur and the corporation liable.
In calculating damages, the trial court began with the
parties‟ stipulated profits for the period September 1, 2003,
through February 3, 2006, of $235,304.43. The court then
deducted certain stipulated amounts to obtain a revised net
profit of $189,220.78. The court deducted medical expenses of
$45,328.22 because the corporation had historically paid them
and Edwards had actual notice of their payment and made no
objection. The court found that defendants‟ claim for a rent
expense beyond the mortgage payment was not credible and was
unsupported by the evidence.
The court added $150,000 for the stipulated cash investment
of $75,000 by each party and found a total net profit of
$293,892.56. Each party was entitled to a 50 percent share or
$146,946.28. Finally, the court determined Edwards was entitled
to prejudgment interest at the legal rate of 10 percent because
defendants wrongfully retained the initial investment and
Ujdur objected to the statement of decision because it did
not address the issue of whether the partnership agreement was
legal due to Edwards‟s lack of a license as an automobile
dealer. Ujdur also objected there was no legal basis for
prejudgment interest on any amount over the $75,000 initial
The court amended the statement of decision to state that
the agreement was to share the profits of the sale of motor
vehicles under the business name Integrity Motors. Edwards did
not hold himself out to the public as a dealer and there was no
determination of an ownership interest in the dealer license.
Ujdur was free to share profits with someone who was not
The judgment awarded Edwards $146,946.28, plus $39,726.25
in prejudgment interest and $14,837.63 in costs.
Although Edwards Was Not Licensed as a Dealer,
His Claims Are Enforceable
Ujdur contends that because Edwards was not licensed as an
automobile dealer, he cannot enforce his claims based on his
being a partner in a business that bought and sold used cars.
Ujdur contends Edwards‟s lack of a dealer‟s license makes the
partnership agreement void ab initio and unenforceable as an
We agree that Edwards was acting as an automobile dealer,
an activity that requires a license. We disagree, however, that
his lack of a license precludes his claims. Applying the
factors set forth in case law for enforcing an illegal contract,
we conclude Edwards can enforce the partnership agreement.
While the parties and the trial court appear to have relied
exclusively on the testimony of the DMV investigator as to the
licensing requirements, we look instead to the law. Vehicle
Code section 11700 provides in part that, “[n]o person shall act
as a dealer . . . without having first been issued a license as
required in Section 11701 . . . .” Vehicle Code section 11701
requires every dealer in vehicles that are subject to
registration to make an application to the DMV for a license. A
dealer is defined, in part, as one who is “engaged wholly or in
part in the business of selling vehicles or buying or taking in
trade, vehicles for the purpose of resale.” (Veh. Code, § 285,
The trial court initially found the partnership agreement
was to engage in the business of selling cars. The amended
statement of decision found the partnership was to share the
profits from the sale of cars. The evidence, however, showed
that Edwards was engaged in the business of selling cars, not
merely entitled to a share of the profits. In addition to
overseeing the reconditioning of cars as the “re-con” manager,
Edwards went to auctions and bought cars, he floored 100 cars at
a cost of over $1 million, and did some sales from the retail
lot. He transferred over two dozen cars he owned at the Auto
Shop to be sold at Integrity Motors. He signed checks for the
company, fired a salesperson, and kept an eye on how the
business was doing by checking the log sheet that recorded
sales. Since Edwards was engaged, at least in part, in the
business of selling cars, he was required to have a dealer‟s
license. (Veh. Code, § 11700.)
There is an exception to the statutory definition of a
dealer for one who is “regularly employed as a salesperson” by a
licensed dealer. (Veh. Code, § 286, subd. (c).) While Edwards
obtained a sales license in February 2004, the trial court found
he was not employed as a salesperson. The evidence supports
this finding. Edwards acted like an owner, not a sales
employee; for example, like Vince Ujdur, he did not take a
commission for sales.
It was undisputed that Edwards did not have a dealer‟s
license while at Integrity Motors. In considering the effect of
his lack of a license and its impact on the partnership to sell
used cars, we find Wald v. TruSpeed Motorcars, LLC (2010) 184
Cal.App.4th 378 (Wald), instructive.
In Wald, the complaint alleged Wald and TruSpeed had an
oral agreement under which Wald would find used cars for
TruSpeed to sell and would receive a finder‟s fee of at least
$500 for each car. (Wald, supra, 184 Cal.App.4th 378, 382-383.)
When TruSpeed reneged on the deal, Wald sued. TruSpeed filed a
demurrer based on Wald‟s lack of a dealer‟s license. The trial
court sustained the demurrer, finding Vehicle Code section
11711.3 precluded recovery under the oral agreement. (Wald,
supra, at p. 384.) Under Vehicle Code section 11711.3, an
unlicensed dealer cannot enforce a security interest or bring or
maintain an action to recover from the purchaser or lessee of a
The appellate court reversed. First, it found Wald was
TruSpeed‟s salesman, not a dealer, so Vehicle Code section
11711.3 did not apply. (Wald, supra, 184 Cal.App.4th at
pp. 389-390.) While salesmen were also required to be licensed,
there was no statutory bar to paying them for sales. Rather, an
unlicensed salesperson‟s right to payment was determined under
case law involving illegal contracts. (Id. at p. 390.) The
court looked to Tri-Q, Inc. v. Sta-Hi Corp. (1965) 63 Cal.2d
199, Asdourian v. Araj (1985) 38 Cal.3d 276, and California
Physicians’ Service v. Aoki Diabetes Research Institute (2008)
163 Cal.App.4th 1506, to determine when one was permitted to use
the courts to collect on an illegal contract.
Applying four factors drawn from those cases, the appellate
court determined Wald‟s case should proceed. First, car
dealers, such as TruSpeed, were not the class of intended
2 Vehicle Code section 11711.3 provides: “A person acting as
a dealer, who was not licensed as a dealer as required by this
article, or a person acting as a lessor-retailer, who was not
licensed as a lessor-retailer as required by Chapter 3.5
(commencing with Section 11600), may not enforce any security
interest or bring or maintain any action in law or equity to
recover any money or property or obtain other relief from the
purchaser or lessee of a vehicle in connection with a
transaction in which the person was, at the time of the
transaction, required to be licensed as a dealer or a lessor-
beneficiaries of California‟s car dealer licensing scheme.
(Wald, supra, 184 Cal.App.4th at p. 392.) Second, the greater
moral fault was TruSpeed‟s. It had knowledge of the licensing
scheme and sought to reap a windfall by taking advantage of
Wald‟s work and then denying him compensation. There was no
moral turpitude on the part of Wald and permitting him to
receive compensation was not malum in se. Third, TruSpeed would
be unjustly enriched by the value of Wald‟s efforts; Wald found
cars for TruSpeed and TruSpeed wanted to deny him the agreed
upon compensation. (Ibid.) Finally, the court found the
deterrent policy of the law regulating dealerships would be best
realized by allowing Wald‟s claim to proceed. This dealer-
salesman dispute did not implicate the policy behind the
licensing statutes, which was to protect the public. (Id. at
Here, of course, Edwards was a dealer, not a salesman as in
Wald. He is not, however, seeking to enforce a security
agreement or recover from a purchaser or lessee of a motor
vehicle so Vehicle Code section 11711.3 does not apply. Ujdur
does not rely on that section in arguing Edwards cannot enforce
his claim; instead, Ujdur relies simply on Edwards‟s failure to
have the proper license, claiming the alleged partnership
agreement was illegal and cannot be enforced. In this respect,
the effect of the failure to have the appropriate license on
enforcement of an agreement not involving a purchaser or lessee
of a vehicle, Wald is on point.
Applying the four factors outlined in Wald, we find Edwards
is entitled to recover on his claim. Ujdur, as a car dealer, is
not an intended beneficiary of the licensing scheme. The
dominant purpose of this scheme is “protecting the purchaser
from the various harms which can be visited upon him by an
irresponsible or unscrupulous dealer.” (Merrill v. Department
of Motor Vehicles (1969) 71 Cal.2d 907, 920.) Greater moral
fault lies with Ujdur. He was aware of the licensing
requirements; he told Edwards to get a salesman‟s license to
protect them. Edwards‟s failure to get a dealer‟s license
benefitted Ujdur because putting Edwards on the license might
have jeopardized the CULD program and financing. At the very
least, it would have required action by Ujdur to amend his
business documents, likely causing some uncertainty and delay.
Nothing in the record indicates that Edwards‟s conduct involved
moral turpitude and the illegality of being a car dealer without
a license is malum prohibitum not malum in se. Under these
circumstances, Ujdur would be unjustly enriched if able to
retain profits that were promised to and properly belonged to
Edwards. Lastly, the deterrent policy of the law to protect
purchasers and lessees would not be furthered by denying
recovery to Edwards. Instead, as in Wald, denying recovery
because Edwards lacked a license would permit a dealer to use
the licensing scheme to avoid an obligation. (Wald, supra, 184
Cal.App.4th at p. 393.) That would turn the purpose of the
licensing scheme, which was intended to protect the public, on
Under the partnership agreement, Edwards acted as a dealer
of motor vehicles; therefore, Vehicle Code section 11700
required him to have a dealer‟s license. The failure to have
the proper license, however, does not bar enforcement of his
claim against Ujdur for his agreed upon share of the profits.
Equitable considerations favor recovery by Edwards. The trial
court did not err in allowing the unlicensed Edwards to recover
under the partnership agreement.
The Trial Court Properly Denied an Offset
for Unpaid Rental Liabilities
At trial Ujdur presented evidence that the rent expense for
Integrity Motors was greater than just the mortgage payment.
The mortgage covered only the cost of the bare land. After
buying the land, Ujdur built the facility housing Integrity
Motors. Ujdur‟s accountant testified the rent expense should be
adjusted to reflect the fair market rent of the improved
property; she used Vince Ujdur‟s understanding of fair market
rent and provided a rental adjustment by year. The trial court
denied this adjustment.
Ujdur contends that by denying this adjustment, the trial
court was rewarding Edwards for his lack of diligence in
determining the true expenses of the business. Edwards
testified he never looked at the books of Integrity Motors.
We disagree with Ujdur‟s characterization of the court‟s
ruling. Edwards testified that the partnership agreement
provided that the mortgage payment would be paid out of the
partnership account. There was no evidence of an agreement to
pay any greater amount for rent on the buildings. The trial
court did not err in denying the adjustment.
The Trial Court Did Not Err in Excluding Evidence of
Discrepancies in Vehicle Expenses
Ujdur contends the trial court erred in excluding evidence
of discrepancies in Edwards‟s claimed vehicle expenses.
Specifically, Ujdur contends the trial court erred in excluding
testimony of Maureen Elliott and Kristen Kirk that purported to
compile or summarize inventory information to show that
Integrity Motors paid $55,000 more for vehicle expenses for cars
Edwards brought to Integrity Motors than was supported by the
information in the vehicles‟ jackets.
When Edwards brought cars over to Integrity Motors from the
Auto Shop, he provided information of the vehicle expenses for
each vehicle. Some of this information was contained in the
vehicle‟s jacket; a vehicle‟s jacket contains certain
information about the vehicle, including the safety report, the
smog certificate, the title, and the wholesale report, auction
sheet or other buy slip reflecting the price paid. The jacket
information is used for DMV purposes. Edwards testified not all
receipts for vehicle expenses go into the jacket and he used his
best efforts to accurately record the expenses for each car.
Elliott and Kirk were prepared to testify that they had
compiled or summarized inventory information to show Edwards‟s
vehicle expenses were not supported by the information in the
jacket for each vehicle. They provided exhibits setting forth
the discrepancies. In particular, one page of exhibit H showed
a vehicle expense discrepancy for vehicles brought over from the
Auto Shop of over $55,000.
When Elliott began to testify about exhibit G, entitled
“Inventory List Discrepancies,” Edwards objected to this
evidence on the basis that it was expert testimony on accounting
issues and Elliott had not been designated as an expert. The
court indicated it did not know yet what “discrepancies”
referred to, but it sounded like the witness might be asked to
interpret documents and then express an opinion. Also there was
the issue of laying a foundation for each document. As the
questioning continued, the court ruled Elliott would not be
allowed to give expert testimony to interpret documents.
After a few more questions to Elliott, Ujdur called Kirk as
a witness. The court and the parties discussed her expected
testimony. Edwards objected, on the basis of improper opinion,
to the summation showing Integrity Motors paid $55,000 more than
the jackets indicated. The court indicated it would sustain the
objection, noting a foundation had to be laid for each figure on
the documents. Edwards also raised the relevancy of the claimed
discrepancy since the jackets did not contain all the expense
information. At that point, Ujdur decided to move on to the
Ujdur has failed to show any error in the court‟s ruling.
First, Ujdur appears to have abandoned the attempt to introduce
this evidence when confronted with objections. Second, Ujdur
made no attempt to lay a proper foundation for the figures on
the exhibits. Third, Ujdur fails to show the relevance of this
evidence, or the prejudice in excluding it, since there was
testimony that the jackets did not contain all the vehicle
The Trial Court Did Not Err in Awarding Edwards
a Portion of Teri’s Profits
Ujdur contends the trial court erred in awarding Edwards
50 percent of the profits of the business without taking into
account that Teri Ujdur was a part owner of the business. Ujdur
argues the partnership agreement was between Edwards and Vince
Ujdur alone, not Edwards and Vince and Teri Ujdur, and there was
no evidence to support the conclusion that Edwards was entitled
to a share of the profits belonging to Teri Ujdur.
Teri Ujdur was not a party to the lawsuit, other than as a
shareholder of Vince Ujdur Motor Sales, Inc., and she made no
claim on the profits from sales at Integrity Motors. There was
no evidence that any percentage of the profits was outside the
partnership as Teri‟s share of the profits. Instead, there was
evidence Teri knew that Edwards was to receive 50 percent of the
profits. In her deposition, Teri‟s sister Elliott testified
Teri told her that Vince was talking about forming a partnership
with Edwards. Edwards testified Teri once told him she could
not believe she had to give half the profits to him. Further,
the trial court found neither Edwards nor Ujdur made any
distinction between Vince Ujdur and Vince Ujdur Motor Sales,
Inc., and that Vince Ujdur treated the corporation as himself.
Vince Ujdur used the corporation as his alter ego and both Vince
Ujdur and the corporation were liable to Edwards.
Ujdur has failed to demonstrate that the court erred in
awarding Edwards profits that allegedly belonged to Teri Ujdur.
The Trial Court Did Not Abuse its Discretion
in Awarding Prejudgment Interest
Ujdur contends the trial court erred in awarding
prejudgment interest because the amount of damages was not
certain. Ujdur contends the damages could not be calculated
because there were disputed issues as to offsets for rent and
discrepancies in the vehicle expenses for the vehicles Edwards
brought over from the Auto Shop.
Civil Code section 3287, subdivision (a) provides in
relevant part: “Every person who is entitled to recover damages
certain, or capable of being made certain by calculation, and
the right to recover which is vested in him upon a particular
day, is entitled also to recover interest thereon from that day,
except during such time as the debtor is prevented by law, or by
the act of the creditor from paying the debt.” (Italics added.)
“The policy underlying authorization of an award of prejudgment
interest is to compensate the injured party--to make that party
whole for the accrual of wealth which could have been produced
during the period of loss.” (Cassinos v. Union Oil Co. (1993)
14 Cal.App.4th 1770, 1790.)
That Ujdur denied liability did not make the damages
uncertain under Civil Code section 3287. (Continental Bank v.
Blethen (1970) 7 Cal.App.3d 178, 187.) “[T]he certainty
requirement of section 3287, subdivision (a) has been reduced to
two tests: (1) whether the debtor knows the amount owed or (2)
whether the debtor would be able to compute the damages.”
(Chesapeake Industries, Inc. v. Togova Enterprises, Inc. (1983)
149 Cal.App.3d 901, 911.) Here Ujdur was able to compute the
profits due Edwards based on the financial records. Indeed, the
trial court calculated damages based on figures stipulated to by
The uncertainty as to damages arose only from Ujdur‟s
claimed offsets, which the trial court denied. The claim of an
offset does not defeat the award of prejudgment interest.
“„[Where] the amount of the demand in itself is sufficiently
certain, the fact that there is an unliquidated setoff or
counterclaim will not prevent an award of interest on the claim
due to plaintiff.‟ [Citations.]” (General Insurance Co. v.
Commerce Hyatt House (1970) 5 Cal.App.3d 460, 475.) “The
injured party‟s right to prejudgment interest is further
protected by the rule that the legal interest allowable under
section 3287 cannot be defeated by setting up an unliquidated
counterclaim as an offset. [Citations.]” (Chesapeake
Industries, Inc. v. Togova Enterprises, Inc., supra, 149
Cal.App.3d 901, 907.)
The trial court did not err in awarding Edwards prejudgment
interest on his share of the profits.3
Ujdur Has Failed to Show that the Trial Court Erred
in Piercing the Corporate Veil
The trial court found it appropriate to pierce the
corporate veil so that both Vince Ujdur and the corporation were
liable to Edwards for the judgment. The court found that Vince
Ujdur used the corporation as his alter ego; he used corporate
funds for his personal expenses, failed to advise Teri Ujdur, a
coshareholder, of the partnership with Edwards, and told her his
dealings with Edwards were none of her “damn business.”
Additionally, Vince Ujdur testified the Board of Directors of
the corporation was “moot” and in his deposition he did not know
who the directors were.
On appeal, Ujdur contends the court improperly pierced the
corporate veil because it was unclear there was a need to do so
and nothing in the record indicated Vince Ujdur was required to
inform his wife of his business dealings. Ujdur does not
contend, however, that there is insufficient evidence to support
the court‟s determination to pierce the corporate veil or that
the court erred in applying the law.
3 We recognize that the trial court awarded prejudgment
interest on the basis that Ujdur wrongfully withheld profits
rather than that the amount of damages could be calculated with
certainty. We review the court‟s result, not its reason.
(Kaldenbach v. Mutual of Omaha Life Ins. Co. (2009) 178
Cal.App.4th 830, 843.)
The reason to pierce the corporate veil in this case is
clear. The record indicates Vince Ujdur‟s assets are kept in
the corporation; he paid his personal bills from the corporate
account. Applying the alter ego doctrine and piercing the
corporate veil is appropriate where “in the particular case
presented, justice and equity can best be accomplished and fraud
and unfairness defeated by disregarding the distinct entity of
the corporate form. [Citations.]” (Communist Party v. 522
Valencia, Inc. (1995) 35 Cal.App.4th 980, 993.) That is the
case here. Ujdur has failed to show the trial court erred in
treating Vince Ujdur and Vince Ujdur Motor Sales, Inc. as one so
that the assets of both are available to pay the judgment.
The judgment is affirmed. Edwards shall recover his costs
on appeal. (Cal. Rules of Court, rule 8.278(a)(1) & (a)(2).)
CANTIL-SAKAUYE , J.
NICHOLSON , Acting P. J.
HULL , J.