Hawkins v. Zoegall

Background

Daniel Hawkins and DD Restaurant Group, Inc. sued Chip H. Zoegall and Centricfm Solutions, Inc. Plaintiffs alleged that Hawkins entered into a contract with both defendants to renovate plaintiffs’ business. They further alleged that the defendants were not licensed to perform construction work in California and did not perform satisfactorily under the contract. Centricfm did not join Zoegall’s motion.

Zoegall moved for partial summary judgment—a request for judgment without a trial on specified claims—on all eight causes of action asserted against him. The claims were breach of written contract, breach of implied warranties, breach of express warranty, negligence, recovery of payments to an unlicensed contractor, money had and received, concealment, and violation of California Business and Professions Code § 17200.

Reasons for the ruling

For the First, Second, Third, Fourth, Sixth, and Seventh Causes of Action, Zoegall argued that he was not a party to the contract. The court had previously found a triable issue of fact—meaning a factual dispute that could require resolution at trial—about whether Zoegall signed the contract in his personal capacity or as Centricfm’s representative. The court found that Zoegall’s new showing did not change that conclusion. The contract identified PSI Pacifica Contractors, a name used by Centricfm, as the contractor on its first page but identified Zoegall as the contractor on the signature page. The court also noted that evidence of payments to Centricfm did not resolve the ambiguity, particularly because Hawkins declared that Zoegall directed him to make payments to Zoegall.

For the Fifth Cause of Action, concealment, plaintiffs alleged that Zoegall failed to disclose that he and Centricfm were not licensed by the California Contractors State License Board and that plaintiffs would not have entered the contract had they known. Zoegall argued that plaintiffs could have discovered the lack of licensure by checking the licensing board’s website. The court stated that constructive notice from public records is not, by itself, a defense to fraud. The court also rejected the argument that Zoegall had no duty to disclose the lack of licensure, explaining that a duty to disclose material facts may arise when parties enter into a contractual agreement.

For the Eighth Cause of Action, under California Business and Professions Code § 17200, Zoegall argued that plaintiffs had already received the requested reimbursement through the Sixth Cause of Action. The court understood this argument to refer to its earlier finding that DD Restaurant Group was entitled to summary judgment on its claim to recover compensation paid to Centricfm. The court rejected Zoegall’s argument because he cited no authority barring plaintiffs from seeking recovery jointly and severally from both defendants.

Disposition

The court denied Zoegall’s motion for partial summary judgment. The order did not grant or deny the motion as to Centricfm because Centricfm had not joined it.

Judge

The order was issued by United States District Judge Maxine M. Chesney.