Stanford Law School - Robert Crown Law Library

Filed 3/1/07


IN THE SUPREME COURT OF CALIFORNIA

ROCHELLE STERLING et al.,
Plaintiffs
and
Appellants,
S121676
v.
Ct.App. 2/5 B162961
LAWRENCE N. TAYLOR et al.,
Los Angeles County
Defendants and Respondents. )
Super. Ct. No. SC065807

The statute of frauds provides that certain contracts “are invalid, unless
they, or some note or memorandum thereof, are in writing and subscribed by the
party to be charged . . . .” (Civ. Code, § 1624.) In this case, the Court of Appeal
held that a memorandum regarding the sale of several apartment buildings was
sufficient to satisfy the statute of frauds. Defendants contend the court improperly
considered extrinsic evidence to resolve uncertainties in the terms identifying the
seller, the property, and the price.
We reverse, but not because the court consulted extrinsic evidence.
Extrinsic evidence has long been held admissible to clarify the terms of a
memorandum for purposes of the statute of frauds. Statements to the contrary
appear in some cases, but we disapprove them. A memorandum serves only an
evidentiary function under the statute. If the writing includes the essential terms
of the parties’ agreement, there is no bar to the admission of relevant extrinsic
evidence to explain or clarify those terms. The memorandum, viewed in light of
the evidence, must be sufficient to demonstrate with reasonable certainty the terms
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to which the parties agreed to be bound. Here, plaintiffs attempt to enforce a price
term that lacks the certainty required by the statute of frauds.
I. FACTUAL AND PROCEDURAL BACKGROUND
In January 2000, defendant Lawrence Taylor and plaintiff Donald Sterling
discussed the sale of three apartment buildings in Santa Monica owned by the
Santa Monica Collection partnership (SMC). Defendant was a general partner in
SMC. Plaintiff and defendant, both experienced real estate investors, met on
March 13, 2000 and discussed a series of transactions including the purchase of
the SMC properties. At this meeting, plaintiff drafted a handwritten memorandum
entitled “Contract for Sale of Real Property.”1

1 The memorandum may be rendered in typescript as follows:
“Contract for Sale of Real Property
“Seller Larry Taylor, & Christina Development, and Buyer Donald T.
Sterling, Trustee of Sterling Family Trust, agree to the following terms and
conditions;

D.P.
“1. Fox Plaza
3 000,000 [sic]
3,000,000
(cash
to
loan)
Price $31,000,000

“2. Barrington Bldg.
2,000,000 D.P.
6
000,000
D.P.
Price $12,700,000

“3. 808 4th St. }
approx 10.468 X gross income
“4. 843 4th St. }
income
“5. 1251 14th St.}
estimated 1.600.000, Price $ 16,750.00
escrow 30 days. Brentwood scrow. [Sic.]

“Cash to loan.
“Contract to be completed within 30 days.

“Date 3/13/2000
Seller
__________

“Buyer DTS”

In the handwritten original, a single bracket links items 3, 4, and 5 (the
SMC properties) to the notations on the right. In those notations, though the word
“income” appears on a separate line above “estimated 1.600.000,” it is closer to
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The memorandum encompasses the sale of five properties; only the SMC
properties are involved here. They are identified in the memorandum as “808 4th
St.,” “843 4th St.,” and “1251 14th St.,” with an aggregate price term of “approx.
10.468 X gross income[,] estimated income 1.600.000, Price $16,750.00.”
Although defendant had given plaintiff rent rolls showing the income from the
properties, neither man brought these documents to the March 13 meeting.
Plaintiff dated and initialed the memorandum as “Buyer,” but the line he provided
for “Seller” was left blank. Plaintiff contends the omission was inadvertent.
Defendant, however, asserts he did not sign the document because he needed
approval from a majority of SMC’s limited partners.
On March 15, 2000, plaintiff wrote to defendant, referring to the properties
by street address only, and stating “[t]his letter will confirm our contract of sale of
the above buildings.” The letter discussed deposits plaintiff had given to
defendant, and noted “our agreement that the depreciation allocation and tax
benefits will be given to me no later than April 1, 2000, since I now have equitable
tittle [sic].” Price terms were not mentioned. Both parties signed the letter,
defendant beneath the handwritten notation “Agreed, Accepted, & Approved.”
Plaintiff claims the March 13 memorandum was attached to the March 15
letter, which defendant annotated and signed in his presence. Defendant insists
nothing was attached to the March 15 letter, which he did not sign until March 30.
According to defendant, his signature reflected only an accomodation to
acknowledge the deposits he had received from plaintiff.
On April 4, 2000, defendant sent plaintiff three formal purchase agreements
with escrow instructions, identifying the properties by their legal descriptions.
SMC was named as the seller and the Sterling Family Trust as the buyer. The

the line below it than to the line above it, and the parties agree the intended
phrasing was “estimated income 1.600.000.”

The parties do not explain the association between defendant and Christina
Development, or the inclusion of Christina Development in the memorandum.
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price terms totalled $16,750,000. Defendant signed the agreements as a general
partner of SMC. Plaintiff refused to sign. Defendant claims plaintiff telephoned
on April 28, saying the purchase price was unacceptable. Plaintiff asserts that
after reviewing the rent rolls, he determined the actual rental income from the
SMC buildings was $1,375,404, not $1,600,000 as estimated on the March 13
memorandum. Plaintiff claims he tried to have defendant correct the escrow
instructions, but defendant did not return his calls. Plaintiff wanted to lower the
price to $14,404,841, based on the actual rental income figure and the 10.468
multiplier noted in the memorandum.2
Plaintiff did not ask for the $16,750.00 purchase price stated in the
memorandum. He admits that he “accidentally left off one zero” when he wrote
down that figure. Defendant also acknowledges that the price recorded on the
memorandum was meant to be $16,750,000.3
Defendant returned plaintiff’s uncashed deposit checks on May 23. The
parties conducted further negotiations in December 2000 and January 2001.
Defendant provided additional rent rolls, but no agreement was reached.
In March 2001 the trustees of the Sterling Family Trust sued Taylor, SMC,
and related entities, alleging breach of a written contract to sell the properties for a
total price of $14,404,841. The March 13 memorandum and the March 15 letter
were attached to the complaint as the “Purchase Agreement.” The complaint
included causes of action for breach of the implied covenant of good faith and fair

2 The formula does not yield the plaintiff’s modified price: $1,375,404
multiplied by 10.468 is $14,397,729. In a declaration filed in the trial court,
plaintiff explained that he made two mistakes in arriving at the figure of
$14,404,841, one in the rental income calculation and another in the multiplier he
applied to that figure.

3 Given the superscript notation employed by plaintiff when he wrote
“$16,750.00,” it might be said that three zeros were omitted from the price.
However, the characterization of the error is immaterial in light of the parties’
agreement that the intended figure was $16,750,000.
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dealing, specific performance, declaratory relief, an accounting, intentional
misrepresentation, and imposition of a constructive trust.
Defendants sought summary judgment, claiming that no contract was
formed, the alleged contract violated the statute of frauds, and plaintiffs could not
prove fraud. Defendants contended the memorandum and letter did not satisfy the
statute because they established no agreement on price, failed to sufficiently
identify either the contracting parties or the properties, and were not signed by
Taylor and Christina Development. The trial court granted summary judgment. It
ruled that the price term was too uncertain to be enforced and the writings did not
comply with the statute of frauds. The court also concluded that the undisputed
facts disclosed neither a fraudulent intent on defendant’s part nor damages to
plaintiff, thus foreclosing the misrepresentation claim.
The Court of Appeal reversed as to the contract causes of action, but
remanded for entry of summary adjudication in defendants’ favor on the fraud
claim. The court held that Taylor’s name and signature on the writings submitted
by plaintiffs satisfied the statute of frauds. It also deemed the identification of the
properties by street address sufficient, in light of extrinsic evidence specifying the
city and state. Likewise, the court held that the price terms in the March 13
memorandum, while ambiguous, could be clarified by examining extrinsic
evidence. It concluded that defendants’ evidence raised a triable issue as to
whether the parties had agreed on a formula for determining the purchase price.
The court further ruled that the fraud claim failed because plaintiffs could not
prove damages. Only the contract claims are at issue in this appeal.
II. DISCUSSION
Defendants contend the Court of Appeal improperly considered extrinsic
evidence to establish essential contract terms. They insist the statute of frauds
requires a memorandum that, standing alone, supplies all material elements of the
contract. Plaintiffs, on the other hand, argue that extrinsic evidence is routinely
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admitted for the purpose of determining whether memoranda comply with the
statute of frauds.4
Both sides of this debate find support in California case law, sometimes in
the same opinion. Part A of our discussion explains that plaintiffs’ view is correct.
The statute of frauds does not preclude the admission of evidence in any form; it
imposes a writing requirement, but not a comprehensive one. In part B, however,
we conclude that defendants are nevertheless entitled to judgment. The Court of
Appeal properly considered the parties’ extrinsic evidence, but erroneously
deemed it legally sufficient under the statute of frauds to establish the price sought
by plaintiffs.
A.
The Memorandum Requirement of the Statute of Frauds
The statute of frauds does not require a written contract; a “note or
memorandum . . . subscribed by the party to be charged” is adequate. (Civ. Code,
§ 1624, subd. (a).)5 In Crowley v. Modern Faucet Mfg. Co. (1955) 44 Cal.2d 321,
4
Defendants’ argument is supported by amicus curiae Professor Richard A.
Lord, current editor of the fourth edition of Williston on Contracts. The
Apartment Association of Greater Los Angeles has also contributed an amicus
curiae brief, urging us in cursory fashion to reverse the Court of Appeal’s decision
in order to discourage “dishonest dealing and sharp real estate practice.”

Amicus curiae California Association of Realtors favors plaintiffs’ position,
arguing that ambiguities are not unusual in real estate transactions and resort to
extrinsic evidence is required to prevent parties who have second thoughts from
escaping their contractual obligations.

5 Civil Code section 1624, subdivision (a) states: “The following contracts
are invalid, unless they, or some note or memorandum thereof, are in writing and
subscribed by the party to be charged or by the party’s agent[.]” Subdivision
(a)(3) of section 1624 includes agreements for the sale of real property.

Our discussion does not apply to any other “statute of frauds” imposing a
stricter writing requirement. (Rest.2d Contracts, § 131, com. a, p. 334. See, e.g.,
Fam. Code, § 852 [transmutation agreements involving separate and community
property; In re Marriage of Benson (2005) 36 Cal.4th 1096, 1108-1109]; Fam.
Code, § 1611 [premarital agreements; In re Marriage of Shaban (2001) 88
Cal.App.4th 398, 405]; Civ. Code, § 1803.1 et seq. [retail installment contracts].)
Nor does our discussion govern the more liberal statute of frauds provided in the
Uniform Commercial Code. (Cal. U. Com. Code, § 2201; see Cal. Code Com.,
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we observed that “[a] written memorandum is not identical with a written contract
[citation]; it is merely evidence of it and usually does not contain all of the terms.”
(Id. at p. 323; see also Kerner v. Hughes Tool Co. (1976) 56 Cal.App.3d 924, 934;
1 Witkin, Summary of Cal. Law, supra, Contracts, § 350, p. 397.) Indeed, in most
instances it is not even necessary that the parties intended the memorandum to
serve a contractual purpose.6 (Rest.2d Contracts, § 133; 1 Witkin, Summary of
Cal. Law, supra, Contracts, § 352, p. 398; see Moss v. Atkinson (1872) 44 Cal. 3,
16-17.)
A memorandum satisfies the statute of frauds if it identifies the subject of
the parties’ agreement, shows that they made a contract, and states the essential
contract terms with reasonable certainty. (Rest.2d Contracts, § 131; 1 Witkin,
Summary of Cal. Law, supra, Contracts, § 353, p. 399.) “Only the essential terms
must be stated, ‘ “details or particulars” need not [be]. What is essential depends
on the agreement and its context and also on the subsequent conduct of the parties
. . . .’ (Rest.2d Contracts, § 131, com. g, p. 338.)” (Seaman’s Direct Buying
Service, Inc. v. Standard Oil Co. (1984) 36 Cal.3d 752, 762-763, overruled on
another point in Freeman & Mills, Inc. v. Belcher Oil Co. (1995) 11 Cal.4th 85,
88.)
This court recently observed that the writing requirement of the statute of
frauds “ ‘serves only to prevent the contract from being unenforceable’ [citation];
it does not necessarily establish the terms of the parties’ contract.” (Casa Herrera,
Inc. v. Beydoun (2004) 32 Cal.4th 336, 345.) Unlike the parol evidence rule,
which “determines the enforceable and incontrovertible terms of an integrated
written agreement,” the statute of frauds “merely serve[s] an evidentiary purpose.”
(Ibid.) As the drafters of the Second Restatement of Contracts explained: “The

23A pt. 1 West’s Ann. Cal. U. Com. Code (2002) foll. § 2201, p. 172; 1 Witkin,
Summary of Cal. Law Contracts (10th ed. 2005) § 378, pp. 419-420.)
6
There is an exception to this rule for memoranda of contracts made upon
consideration of marriage, which are deemed to serve not only an evidentiary but
also a cautionary function. (Rest.2d Contracts, § 133, & com. a, p. 346.)
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primary purpose of the Statute is evidentiary, to require reliable evidence of the
existence and terms of the contract and to prevent enforcement through fraud or
perjury of contracts never in fact made. The contents of the writing must be such
as to make successful fraud unlikely, but the possibility need not be excluded that
some other subject matter or person than those intended will also fall within the
words of the writing. Where only an evidentiary purpose is served, the
requirement of a memorandum is read in the light of the dispute which arises and
the admissions of the party to be charged; there is no need for evidence on points
not in dispute.” (Rest.2d Contracts, § 131, com. c, p. 335, italics added; accord,
Seaman’s Direct Buying Service, Inc. v. Standard Oil Co., supra, 36 Cal.3d at pp.
764-765.)
Thus, when ambiguous terms in a memorandum are disputed, extrinsic
evidence is admissible to resolve the uncertainty. (In re Marriage of Benson,
supra, 36 Cal.4th at p. 1108; Seaman’s Direct Buying Service, Inc. v. Standard Oil
Co., supra, 36 Cal.3d at p. 763, fn. 2; Beverage v. Canton Placer Mining Co.
(1955) 43 Cal.2d 769, 774-775; Searles v. Gonzales (1923) 191 Cal. 426, 431-
433.) Extrinsic evidence can also support reformation of a memorandum to
correct a mistake. (Rest.2d Contracts, § 131, com. g, p. 338; Calhoun v. Downs
(1931) 211 Cal. 766, 768-770; 1 Witkin, Summary of Cal. Law, supra, Contracts,
§§ 355, 356, pp. 403-404.)
Because the memorandum itself must include the essential contractual
terms, it is clear that extrinsic evidence cannot supply those required terms. (See,
e.g., Friedman v. Bergin (1943) 22 Cal.2d 535, 537-539.) It can, however, be
used to explain essential terms that were understood by the parties but would
otherwise be unintelligible to others. Two early cases from this court demonstrate
that a memorandum can satisfy the statute of frauds, even if its terms are too
uncertain to be enforceable when considered by themselves.
In
Preble v. Abrahams (1891) 88 Cal. 245, a written agreement for the sale
of land described the property to be sold as “ ‘forty acres of the eighty-acre tract at
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Biggs.’ ”7 (Id. at p. 248.) The court observed: “An agreement not in writing for
the sale and purchase of real estate is void. And the description of the property in
the written agreement is so entirely uncertain as to render the instrument
inoperative and void, unless we can go beyond the face of it to ascertain its
meaning.” (Id. at pp. 249-250.)
To give effect to the agreement, the Preble court relied on extrinsic
evidence that another buyer had purchased one 40-acre tract and the defendant had
agreed to purchase the remainder. (Preble v. Abrahams, supra, 88 Cal. at p. 250.)
“We think the evidence makes the subject-matter sufficiently certain, and that is
all that is necessary. Professor Pomeroy says: ‘It is not strictly accurate to say
that the subject-matter must be absolutely certain from the writing itself, or by
reference to some other writing. The true rule is, that the situation of the parties
and the surrounding circumstances, when the contract was made, can be shown by
parol evidence, so that the court may be placed in the position of the parties
themselves; and if then the subject-matter is identified, and the terms appear
reasonably certain, it is enough.’ (Pomeroy on Contracts, sec. 227, note.)”
(Preble v. Abrahams, supra, 88 Cal. at pp. 250-251, italics in original.)
In
Brewer v. Horst and Lachmund Co. (1900) 127 Cal. 643, a contract was
memorialized by two telegrams employing a form of shorthand notation so arcane
that “[i]f there were nothing to look to but the telegrams, the court might find it
difficult, if not impossible, to determine the nature of the contract, or that any
contract was entered into between the parties.” (Id. at p. 646.) The defendant
contended the telegrams were an insufficient “note or memorandum” to satisfy the
statute of frauds. (Ibid.) The Brewer court disagreed, stating: “[T]he court is
permitted to interpret the memorandum (consisting of the two telegrams) by the
7
The document in question was referred to by the Preble court variously
as an “agreement,” a “contract,” and a “memorandum.” (Preble v. Abrahams,
supra, 88 Cal. at p. 249.) The brevity and informality of the writing are such that,
at least by modern standards, it can properly be considered only a “memorandum”
for purposes of the statute of frauds. (See id. at p. 248.)
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light of all the circumstances under which it was made; and if, when the court is
put into possession of all the knowledge which the parties to the transaction had at
the time, it can be plainly seen from the memorandum who the parties to the
contract were, what the subject of the contract was, and what were its terms, then
the court should not hesitate to hold the memorandum sufficient. Oral evidence
may be received to show in what sense figures or abbreviations were used; and
their meaning may be explained as it was understood between the parties.” (Ibid.)
Reading the telegrams “by the light of the circumstances surrounding the
parties,” the Brewer court concluded it was clear that they referred to a contract
for the purchase of 296 bales of hops on terms understood by the parties. (Brewer
v. Horst and Lachmund Co., supra, 127 Cal. at p. 647.) The facts of Brewer were
adapted by the drafters of the Restatements as an illustration of a sufficient
memorandum for purposes of the statute of frauds. (Rest., Contracts, § 207, com.
a, illus. 8, p. 281; Rest.2d Contracts, § 131, com. e, illus. 7, p. 336; and see id.,
Reptr.’s Note on com. e, p. 340.)
Despite this venerable authority, conflicting statements appear in other
California cases: “The sufficiency of a writing to satisfy the statute of frauds
cannot be established by evidence which is extrinsic to the writing itself. (Code
Civ. Proc., § 1973.)[8]” (Franklin v. Hansen (1963) 59 Cal.2d 570, 573-574.)9

8 Former Code of Civil Procedure section 1973 was a restatement of the
statute of frauds, with the additional provision that “[e]vidence, therefore, of the
agreement can not be received without the writing or secondary evidence of its
contents.” (Stats. 1937, ch. 316, § 1, p. 695.) This section was repealed in 1965
as an unnecessary duplication of Civil Code section 1624. (7 Cal. Law Revision
Com. Rep. (1965) p. 1315.) Notably, however, the former statute did not purport
to exclude extrinsic evidence in cases where there was a memorandum of the
contract.

9 The Franklin court attempted to straddle the two lines of authority on this
point by also stating that when a memorandum “imports the essentials of a
contractual obligation although it fails to do so in an explicit, definite or complete
manner, it is always permissible to show the circumstances which attended its
making.” (Franklin v. Hansen, supra, 59 Cal.2d at p. 574.) The court referred to
Brewer, among other cases, as an instance in which “the memorandum itself
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“The preeminent qualification of a memorandum under the statute of frauds is
‘that it must contain the essential terms of the contract, expressed with such a
degree of certainty that it may be understood without recourse to parol evidence to
show the intention of the parties.’ (5 Browne on Statute of Frauds, sec. 371.)”
(Zellner v. Wassman (1920) 184 Cal. 80, 85-86; accord, e.g., Seymour v. Oelrichs
(1910) 156 Cal. 782, 787.) “The whole object of the statute would be frustrated if
any substantive portion of the agreement could be established by parol evidence.”
(Craig v. Zelian (1902) 137 Cal. 105, 106; accord, e.g., Seymour v. Oelrichs,
supra, 156 Cal. at p. 787.)10 “Unless the writing, considered alone, expresses the
essential terms with sufficient certainty to constitute an enforceable contract, it
fails to meet the demands of the statute. [Citations.]” (Burge v. Krug (1958) 160
Cal.App.2d 201, 207; Ellis v. Klaff (1950) 96 Cal.App.2d 471, 477.) Defendants
rely on these and similar cases to argue that the Court of Appeal improperly
considered extrinsic evidence to determine the meaning of essential but
imperfectly stated terms in the memorandum drafted by plaintiff Sterling.

demonstrated the existence of a contractual intent on the part of the one to be
charged, and extrinsic evidence was necessary only to define the limits thereof.”
(Ibid.) This was a stretch too far. If extrinsic evidence is necessary to clarify or
complete the essential terms of a memorandum, the sufficiency of the
memorandum has been established by extrinsic evidence. And the Brewer court
plainly endorsed the consideration of extrinsic evidence not merely to “define the
limits” of the parties’ agreement, but to determine in the first instance whether the
telegrams reflected a contract with sufficient certainty to comply with the statute
of frauds. (Brewer v. Horst and Lachmund Co., supra, 127 Cal. at p. 646.)

10 Craig presents an interesting comparison with Preble v. Abrahams,
supra. The description of the land to be conveyed in Craig (“ ‘a strip of land in
front of Golden Rule Store and Stent Market’ ”) was as vague as the description in
Preble (“ ‘forty acres of the eighty-acre tract at Biggs’ ”). (Craig v. Zelian, supra,
137 Cal. at p. 106; Preble v. Abrahams, supra, 88 Cal. at p. 250.) But in Preble
extrinsic evidence explained the description in the memorandum, whereas in
Craig the only extrinsic aid to locating the property was a map that was not in
evidence. (Craig v. Zelian, supra, 137 Cal. at p. 106.) On its facts, Craig is
properly viewed as a case of insufficient extrinsic evidence, rather than one where
the writing itself was necessarily deficient.
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To clarify the law on this point, we disapprove the statements in California
cases barring consideration of extrinsic evidence to determine the sufficiency of a
memorandum under the statute of frauds. The purposes of the statute are not
served by such a rigid rule, which has never been a consistent feature of the
common law. Corbin observes: “Judicial dicta abound to the effect that the
writing must contain all of the ‘essential terms and conditions’ of the contract, and
it is often said that these must be so clear as to be understood ‘without any aid
from parol testimony.’ But the long course of judicial decision shows that
‘essential terms and conditions’ is itself a term of considerable flexibility and that
the courts do not in fact blind themselves by excluding parol testimony when it is
a necessary aid to understanding.” (4 Corbin on Contracts (rev. ed. 1997) § 22.2,
pp. 706-707, fns. omitted.)
“Some confusion is attributable to a failure to keep clearly in mind the
purpose of the statute and the informal character of the evidence that the actual
words of the statute require; some is no doubt due to differences in the attitude of
the judges as to the beneficence of the statute and the wisdom of its existence.[11]
Further, there are differences in the strictness of judicial requirements as to the
contents of the memorandum. It is believed that sometimes these apparent
differences can be explained by the degree of doubt existing in the court’s mind as
to the actual making and performance of the alleged contract. The better and the
more disinterested is the oral testimony offered by the plaintiff, the more
convincing the corroboration that is found in the surrounding circumstances, and
the more limited the disputed issue because of admissions made by the defendant,
the less that should be and is required of the written memorandum.” (4 Corbin on
Contracts, supra, § 22.2, p. 709, fn. omitted.)

11 This court has noted the criticism directed at the statute of frauds.
(Sunset-Sternau Food Co. v. Bonzi (1964) 60 Cal.2d 834, 838, fn. 3; see also 1
Witkin, Summary of Cal. Law, supra, Contracts, § 342, pp. 390-391.)
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Williston offers similar counsel: “In determining the requisites and
meaning of a ‘note or memorandum in writing,’ courts often look to the origin and
fundamental purpose of the Statute of Frauds. In fact, a failure to do so will often
result in a futile preoccupation with the numerous and conflicting precepts and
decisions involving the clauses providing for a note or memorandum, and a
corresponding failure to see the forest for the trees.
“The Statute of Frauds was not enacted to afford persons a means of
evading just obligations; nor was it intended to supply a cloak of immunity to
hedging litigants lacking integrity; nor was it adopted to enable defendants to
interpose the Statute as a bar to a contract fairly, and admittedly, made. In brief,
the Statute ‘was intended to guard against the perils of perjury and error in the
spoken word.’ Therefore, if after a consideration of the surrounding
circumstances, the pertinent facts and all the evidence in a particular case, the
court concludes that enforcement of the agreement will not subject the defendant
to fraudulent claims, the purpose of the Statute will best be served by holding the
note or memorandum sufficient even though it is ambiguous or incomplete.” (10
Williston on Contracts (4th ed. 1999) § 29:4, pp. 437-438, fns. omitted.)12
The governing principle is: “That is certain which can be made certain.”
(Civ. Code, § 3538; Beverage v. Canton Placer Mining Co., supra, 43 Cal.2d at p.
774; see also, e.g., Preble v. Abrahams, supra, 88 Cal. at p. 251; Alameda Belt
Line v. City of Alameda (2003) 113 Cal.App.4th 15, 21.) We hold that if a
memorandum includes the essential terms of the parties’ agreement, but the
meaning of those terms is unclear, the memorandum is sufficient under the statute
of frauds if extrinsic evidence clarifies the terms with reasonable certainty and the
evidence as a whole demonstrates that the parties intended to be bound.

12 Williston, like this court in Franklin v. Hansen (see fn. 9, ante), has
embraced conflicting views. In a later section, the treatise quotes Ellis v. Klaff,
supra, 96 Cal.App.2d 471, for the proposition that “ ‘the writing, considered
alone’ ” must “ ‘express[] the essential terms with sufficient certainty to constitute
an enforceable contract.’ ” (10 Williston on Contracts, supra, § 29:8, p. 472.)
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Conflicts in the extrinsic evidence are for the trier of fact to resolve, but whether
the evidence meets the standard of reasonable certainty is a question of law for the
court. (Phillippe v. Shapell Industries (1987) 43 Cal.3d 1247, 1258; Niles v.
Hancock (1903) 140 Cal. 157, 163.)13
We emphasize that a memorandum of the parties’ agreement is controlling
evidence under the statute of frauds. Thus, extrinsic evidence cannot be employed
to prove an agreement at odds with the terms of the memorandum. This point was
made in Beazell v. Schrader (1963) 59 Cal.2d 577. There, the plaintiff sought to
recover a 5 percent real estate broker’s commission under an oral agreement. (Id.
at p. 579.) The escrow instructions, which specified a 1.25 percent commission,
were the “memorandum” on which the plaintiff relied to comply with the statute.
However, he contended the instructions incorrectly reflected the parties’ actual
agreement, as shown by extrinsic evidence. (Id. at p. 580.) The Beazell court
rejected this argument, holding that under the statute of frauds, “the parol
agreement of which the writing is a memorandum must be one whose terms are
consistent with the terms of the memorandum.” (Id. at p. 582.) Thus, in
determining whether extrinsic evidence provides the certainty required by the
statute, courts must bear in mind that the evidence cannot contradict the terms of
the writing.
B.
The Sufficiency of This Memorandum
As noted above, it is a question of law whether a memorandum, considered
in light of the circumstances surrounding its making, complies with the statute of

13 We note that a flexible, pragmatic view of the statute of frauds has deep
roots in the common law. In 1747, Lord Hardwicke, sitting as Lord Chancellor,
observed: “The meaning of the statute is to reduce contracts to a certainty, in
order to avoid perjury on the one hand, and fraud on the other, and therefore, both
in this court and the courts of common law, when an agreement has been reduced
to such a certainty, and the substance of the statute has been complied with in the
material part, the forms have never been insisted upon.” (Welford v. Beazely
(1747) 26 Eng.Rep. 1090 (Ch.); accord, Moss v. Atkinson, supra, 44 Cal. 3, 16;
Clason’s Exr’s v. Bailey (N.Y.Sup.Ct. 1817) 14 Johns 484; Higdon v. Thomas
(Md. 1827) 1 H. & G. 139.)
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frauds. (Phillippe v. Shapell Industries, supra, 43 Cal.3d at p. 1258.)
Accordingly, the issue is generally amenable to resolution by summary judgment.
(Cf. Khan v. East Side Union High School Dist. (2003) 31 Cal.4th 990, 1004.) We
independently review the record to determine whether a triable issue of fact might
defeat the statute of frauds defense in this case. (Id. at p. 1003.)
A memorandum of a contract for the sale of real property must identify the
buyer, the seller, the price, and the property.14 (King v. Stanley (1948) 32 Cal.2d
584, 589.) Defendants contend the memorandum drafted by plaintiff Sterling fails
to adequately specify the seller, the property, or the price.15
The Court of Appeal correctly held that the seller and the properties were
sufficiently identified. The parties themselves displayed no uncertainty as to those
terms before their dispute over the price arose. It is a “cardinal rule of
construction that when a contract is ambiguous or uncertain the practical
construction placed upon it by the parties before any controversy arises as to its
meaning affords one of the most reliable means of determining the intent of the
parties.” (Bohman v. Berg (1960) 54 Cal.2d 787, 795.) The same rule governs the
interpretation of a memorandum under the statute of frauds. (See Rest.2d
Contracts, § 131, com. g, p. 338; Seaman’s Direct Buying Service, Inc. v. Standard
Oil Co., supra, 36 Cal.3d at pp. 762-763.) 16

14 The traditional formulation of essential terms also included the time and
manner of payment, factors not at issue in this case. (King v. Stanley, supra, 32
Cal.2d at p. 589.) In House of Prayer v. Evangelical Assn. for India (2003) 113
Cal.App.4th 48, 53-54, the court reasoned that because contracts for the sale of
real property are enforceable without specification of a time of performance, that
term is not essential under the statute of frauds.

15 Defendants do not here challenge the sufficiency of Taylor’s signature
on the March 15 letter to meet the subscription requirement of the statute of
frauds. Both the letter and the March 13 memorandum may be considered
together to satisfy the statute. (King v. Stanley, supra, 32 Cal.2d at p. 588.) The
parties’ dispute concerns only the terms of the memorandum.

16 This rule of construction undermines the contention in Professor Lord’s
amicus curiae brief that the multiple ambiguities in the memorandum before us,
considered together in the abstract, render it insufficient under the statute of
15

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The memorandum referred to “Seller Larry Taylor, & Christina
Development.” Defendants argue that the omission of the actual owner of the
properties, SMC, is fatal. However, they do not dispute Taylor’s authorization to
act as SMC’s agent, or his actual performance of that role. A contract made in the
name of an agent may be enforced against an undisclosed principal, and extrinsic
evidence is admissible to identify the principal. (Sunset Milling & Grain Co. v.
Anderson (1952) 39 Cal.2d 773, 778; 2 Witkin, Summary of Cal. Law, supra,
Agency, §§ 158 & 159, pp. 202-203; see also California Canneries Co. v. Scatena
(1897) 117 Cal. 447, 449-450.) If a term is stated in a memorandum with
sufficient certainty to be enforced, it satisfies the statute of frauds. (Seaman’s
Direct Buying Service, Inc. v. Standard Oil Co., supra, 36 Cal.3d at p. 763.)
Therefore, the reference to Taylor was adequate, regardless of the apparently
mistaken inclusion of Christina Development. (See Rest.2d Contracts, § 131,
com. f, p. 337.)
Similarly, while the properties were identified in the memorandum only by
street address, neither party displayed any confusion over their actual location.
The purchase agreements Taylor prepared included full legal descriptions, and
when Sterling received those agreements he did not object that he wanted to buy
buildings on 4th and 14th Streets in Manhattan rather than Santa Monica. In any
event, the better view has long been that extrinsic evidence may be consulted to
locate property described in imprecise terms, even though a memorandum with a
more complete description would be preferable. (Beverage v. Canton Placer
Mining Co., supra, 43 Cal.2d at pp. 774-775, citing cases.)
As defendants forthrightly conceded in the trial court, “[t]he problem here
is the price term.” The Court of Appeal concluded that the lines in the
memorandum stating “approx. 10.468 X gross income[,] estimated income

frauds. A skillful attorney can conjure ambiguities from nearly any document, but
such hypothetical difficulties often disappear when the surrounding circumstances
are considered.
16

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1.600.000, Price $16,750.00” were ambiguous, given the use of the modifier
“approx.” before the multiplier, the omitted zero in the price, and the uncertain
meaning of “gross income.” The court then considered Sterling’s testimony that
“approx.” was meant to modify the total price, not the multiplier; that the missing
zero was merely an error; and that “gross income” was used by the parties to refer
to actual gross annual income. It decided that this evidence, if accepted by the
trier of fact, could establish an agreement to determine the price based on a
formula, which would be binding under Carver v. Teitsworth (1991) 1
Cal.App.4th 845, 852. In Carver, a bid for either a specified price or $1,000 over
any higher bid was deemed sufficiently certain. (Id. at pp. 849, 852-853.)
In this court, plaintiffs also cite Cal. Lettuce Growers v. Union Sugar Co.
(1955) 45 Cal.2d 474, to show that a price term may be calculated from a formula.
There, a price formula was derived from industry custom and the parties’ past
practice. (Id. at pp. 482-483.) Plaintiffs contend the parties here negotiated a
10.468 multiplier to be applied to the actual gross rental income from the buildings
in March 2000, as indicated by the fact that Taylor gave Sterling rent rolls before
their March 13 meeting.
The Court of Appeal erred by deeming Sterling’s testimony sufficient to
establish his interpretation of the memorandum for purposes of the statute of
frauds. Had Taylor testified that the parties meant to leave the price open to
determination based on a rental income figure that was yet to be determined, this
would be a different case. Then, the “admissions of the party to be charged”
might have supported a reasonably certain price term derived from a negotiated
formula. (Rest.2d Contracts, § 131, com. c, p. 335.) Here, however, Taylor insists
the price was meant to be $16,750,000, and Sterling agrees that was the number he
intended to write down, underlined, as the “Price.”
17

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$16,750,000 is clearly an approximate product of the formula specified in
the memorandum, applied to the income figure stated there.17 On the other hand,
Sterling’s asserted price of $14,404,841 cannot reasonably be considered an
approximation of $16,750,000. It is instead an approximate product of the
formula applied to an actual income figure not found in the memorandum. The
writing does not include the term “actual gross income,” nor does it state that the
price term will vary depending on proof or later agreement regarding the actual
rental income from the buildings. In effect, Sterling would employ only the first
part of the price term (“approx. 10.468 X gross income”) and ignore the last parts
(“estimated income 1.600.000, Price $16,750.00”). He would hold Taylor to a
price that is 10.468 times the actual rental income figure gleaned from the rent
rolls, but only “approximately” so because of Sterling’s computational errors.
(See fn. 2, ante.)
Thus, two competing interpretations of the memorandum were before the
court. Taylor’s is consistent with the figures provided in the memorandum,
requiring only the correction of the price by reference to undisputed extrinsic
evidence. Sterling’s price is not stated in the memorandum, and depends on
extrinsic evidence in the form of his own testimony, disputed by Taylor, that the
parties intended to apply the formula to actual gross rental income instead of the
estimated income noted in the memorandum. Even if the trier of fact were to
accept Sterling’s version of the parties’ negotiations, the price he seeks is not
reflected in the memorandum; indeed, it is inconsistent with the price term that
appears in the memorandum. Under these circumstances, we conclude the
evidence is insufficient to establish Sterling’s price term with the reasonable
certainty required by the statute of frauds. (See Beazell v. Schrader, supra, 59
Cal.2d at p. 582.)
The statute of frauds demands written evidence that reflects the parties’
mutual understanding of the essential terms of their agreement, when viewed in

17
The actual product of $1,600,000 multiplied by 10.468 is $16,748,800.
18

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light of the transaction at issue and the dispute before the court. The writing
requirement is intended to permit the enforcement of agreements actually reached,
but “to prevent enforcement through fraud or perjury of contracts never in fact
made.” (Rest.2d Contracts, § 131, com. c, p. 335.) The sufficiency of a
memorandum to fulfill this purpose may depend on the quality of the extrinsic
evidence offered to explain its terms. In Preble v. Abrahams, supra, 88 Cal. 245,
the memorandum failed to describe the property to be sold with any certainty, but
extrinsic evidence established that the parties could only have been referring to the
portion of a tract that was not sold to another buyer. (Id. at p. 250.) Similarly, in
Brewer v. Horst and Lachmund Co., supra, 127 Cal. 643, telegrams that were
otherwise inscrutable demonstrated an ascertainable agreement when the court
considered the circumstances of the transaction and the parties’ understanding of
the terms employed. (Id. at pp. 646-647.)
Here, unlike in the Preble and Brewer cases, the extrinsic evidence offered
by plaintiffs is at odds with the writing, which states a specific price and does not
indicate that the parties contemplated any change based on actual rental income.
Therefore, the evidence is insufficient to show with reasonable certainty that the
parties understood and agreed to the price alleged by plaintiffs. The price terms
stated in the memorandum, considered together with the extrinsic evidence of the
contemplated price, leave a degree of doubt that the statute of frauds does not
tolerate. The trial court properly granted defendants summary judgment.
19

---

III. DISPOSITION
The judgment of the Court of Appeal is reversed with directions to affirm
the trial court judgment in its entirety.
CORRIGAN, J.
WE CONCUR:
GEORGE, C. J.
BAXTER, J.
CHIN, J.
MORENO, J.
20

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CONCURRING AND DISSENTING OPINION BY KENNARD, J.
I agree with the majority that extrinsic evidence is admissible to resolve the
meaning of an ambiguity in a written memorandum required by the statute of
frauds as evidence of an agreement, and that conflicts in the evidence are for the
trier of fact to resolve. The majority, however, goes astray when it takes it upon
itself to resolve an existing conflict in the evidence. In my view, the ambiguity in
the language of the memorandum at issue should be resolved by the trier of fact.
I.
In January 2000, plaintiff Donald Sterling and defendant Lawrence Taylor,
both of whom are experienced real estate investors, discussed the proposed sale of
three apartment buildings in Santa Monica owned by a partnership in which
defendant was the general partner. On March 13, 2000, they met again. At the
meeting, plaintiff (the prospective buyer) prepared a brief handwritten
memorandum entitled “Contract for the Sale of Real Property.” As relevant here,
the memorandum identified properties at “808 4th St.,” “843 4th St.,” and “1251
14th St.” This is immediately followed by “approx 10.468 X gross income [¶]
estimated income 1.600.000, Price $16,750,000.”1 The memorandum was
initialed by plaintiff, but was not signed by defendant. Two days later, on March
1
The memorandum has the word “income” on a line above the words
“estimated 1.600.000” and the number “$16,750,00.” As the majority notes, the
parties agree that the intended phrasing was “estimated income 1.600.000” and
that the intended figure was “$16,750,000.” (Maj. opn., ante, at pp. 2, fn. 1, 4, fn.
3.)
1

---

15, 2000, plaintiff sent defendant a letter that confirmed the contract of sale but
did not mention the price. Defendant signed the letter below the handwritten
notation, “Agreed, Accepted, & Approved.” The parties dispute whether the
March 13 memorandum was attached to the March 15 letter.
The issue is whether the document entitled “Contract for the Sale of Real
Property” is a memorandum sufficient to satisfy the statute of frauds. That statute
provides that contracts for, among other things, the sale of real estate are invalid
unless evidenced by a note or memorandum signed by the party to be charged.
(Civ. Code, § 1624, subd. (a)(3).) Plaintiff here claims that the memorandum
meets the requirements of the statute of frauds because extrinsic evidence he
offered clarifies that the agreed price was $14,404,841 – determined by applying
the formula in the memorandum of multiplying the actual rent times 10.468.
Plaintiff’s extrinsic evidence includes the “Contract for Sale of Real Property,” the
letter dated March 15, 2000 confirming the buildings’ sale signed by defendant,
and defendant’s having given plaintiff information showing the actual rent
received. Defendant maintains that the price is the figure $16,750,000 expressed
in the memorandum.
The trial court granted defendant’s motion for summary judgment. The
Court of Appeal, concluding there was a triable issue of material fact as to whether
the parties had agreed to a formula for determining the purchase price, reversed.
II.
The parties’ dispute here centers on whether the price description in the
memorandum is ambiguous so that extrinsic evidence is admissible to clarify its
meaning and satisfy the statute of frauds. Regarding price the memorandum
states: “approx. 10.468 X gross income [¶] estimated income 1.600.000, Price
$16,750,000.” Plaintiff claims that the word “approx.” modified the entire
statement, not just “10.468 X gross income,” and that the parties understood the
2

---

term “gross income” to mean actual annual gross rental income. In other words,
plaintiff’s position is that the memorandum sets forth a formula for determining
the actual price – 10.468 multiplied by actual annual gross rental income, which
results in a price of $14,404,841 – and that the reference to “Price $16,750,000” is
an estimate of the actual price, determined by application of the formula just
mentioned, albeit using a somewhat inaccurate estimate of gross annual rental
income. (See e.g., Cal. Lettuce Growers v. Union Sugar Co. (1955) 45 Cal.2d
474, 482 [price need not be specified if it can be objectively determined]; Carver
v. Teitsworth (1991) 1 Cal.App.4th 845, 853 [same].) Defendant disagrees,
contending that the memorandum’s mention of “Price $16,750,000” reflects the
actual purchase price agreed upon by the parties. Both have a point.
As the Court of Appeal observed, the language in the memorandum is
ambiguous; that is, it can reasonably be read as each party proposes. (Dore v.
Arnold Worldwide, Inc. (2006) 39 Cal.4th 384, 391 [“An ambiguity arises when
language is reasonably susceptible of more than one application to material
facts”].) To accept plaintiff’s argument would give meaning to the language in the
disputed statement of “10.468 X gross income [¶] estimated 1.600.000.” To
accept defendant’s argument would give meaning to the term “Price $16,750,000.”
Which view should be accepted is a determination to be made by the trier of fact,
based on its consideration of the extrinsic evidence presented. (See Maj. opn.,
ante, at p. 8 [“when ambiguous terms in a memorandum are disputed, extrinsic
evidence is admissible to resolve the uncertainty”].) Either way, the trier of fact’s
resolution would result in a specific purchase price: one arrived at through
application of a formula expressed in the memorandum, the other through
acceptance of the figure $16,750,000 mentioned in the memorandum.
The majority, however, simply adopts defendant’s view instead of leaving
it to the trier of fact to resolve the conflict in the evidence. In accepting
3

---

defendant’s view, the majority rejects plaintiff’s view as attempting to alter rather
than explain the terms of the memorandum. (Maj. opn., ante, at pp. 18-19.) I
disagree.
Apparently based on its own evaluation of the evidence, which as discussed
above is conflicting, the majority takes it upon itself to decide that the agreed price
was $16,750,000 and then concludes that any extrinsic evidence presented by
plaintiff would be inconsistent with that figure. (Maj. opn., ante, at p. 18.) The
majority reasons that plaintiff is looking only to the first part of the
memorandum’s price description of “approx. 10.468 X gross income,” while
ignoring the last part stating “estimated income 1.600.000, Price $16,750,000.”
(Ibid.) This is both a misapprehension of plaintiff’s view and a failure to
appreciate that defendant’s view too is not free from ambiguity.
Plaintiff’s position that the memorandum sets forth a formula for
determining the price does not ignore the memorandum’s reference to “estimated
income 1.600.000, Price $16,750,000.” According to plaintiff, the memorandum’s
stated price is itself an estimate, for it is the product of the estimated income of
1.600.000 times 10.468, while the actual price is to be determined by using the
formula 10.468 multiplied by the actual gross income, resulting in a price of
$14,404,841. Defendant’s view that the actual price is $16,750,000 finds support
in the memorandum’s mention of “Price $16,750,000” but it ignores the
memorandum’s formula that plaintiff relies on. Unlike the majority, I see no
reason to reject plaintiff’s position as a matter of law when the purchase terms in
the memorandum are ambiguous and are as reasonably susceptible to plaintiff’s
position as to defendant’s. I would leave it to the trier of fact to resolve the
ambiguity.
4

---

Unlike the majority, I would affirm the judgment of the Court of Appeal.
KENNARD, J.
I CONCUR:
WERDEGAR, J.
5

---

See next page for addresses and telephone numbers for counsel who argued in Supreme Court.

Name of Opinion Sterling v. Taylor
__________________________________________________________________________________

Unpublished Opinion

Original Appeal
Original Proceeding
Review Granted XXX 113 Cal.App.4th 931
Rehearing Granted

__________________________________________________________________________________

Opinion No.

S121676
Date Filed: March 1, 2007
__________________________________________________________________________________

Court:

Superior
County: Los Angeles
Judge: Lisa Hart Cole

__________________________________________________________________________________

Attorneys for Appellant:

Manatt, Phelps & Phillips, Carl L. Grumer, Craig S. Rutenberg, Jeffrey A. Backhus; Barak Lurie; Law
Offices of Dennis C. Tulsiak and Dennis C. Tulsiak for Plaintiffs and Appellants.

June Babiracki Barlow and Neil Kalin for California Association of Realtors as Amicus Curiae on behalf of
Plaintiffs and Appellants.

__________________________________________________________________________________

Attorneys for Respondent:

Horvitz & Levy, Lisa Perrochet, Jeremy B. Rosen; Buchalter, Nemer, Fields & Younger, G. Forsythe
Bogeaus and Raquel Vallejo for Defendants and Respondents.

Trevor A. Grimm and Paul Gough for Apartment Association of Greater Los Angeles as Amicus Curiae on
behalf of Defendants and Respondents.

Arthur Mazirow for Richard A. Lord as Amicus Curiae on behalf of Defendants and Respondents.

---

Counsel who argued in Supreme Court (not intended for publication with opinion):

Carl L. Grumer
Manatt, Phelps & Phillips
11355 West Olympic Boulevard
Los Angeles, CA 90064-1614
(310) 312-4000

Jeremy B. Rosen
Horvitz & Levy
15760 Ventura Boulevard, 18th Floor
Encino, CA 91436-3000
(818) 995-0800

---

Opinion Information

Date:	Docket Number:
Thu, 03/01/2007	S121676

Disposition
Mar 1 2007	Opinion: Reversed

Dockets
Jan 2 2004	Petition for review filed   respondents Lawrence N. Taylor, etal
Jan 7 2004	Received Court of Appeal record   1 doghouse
Jan 23 2004	Answer to petition for review filed with permission   counsel for appellants Rochelle Sterling, et al.
Feb 2 2004	Reply to answer to petition filed   counsel for resp Lawrence N. Taylor
Feb 19 2004	Time extended to grant or deny review   To April 1, 2004.
Mar 24 2004	Petition for review granted (civil case)   Votes: George, C.J., Baxter, Werdegar, Chin, and Brown, JJ.
Mar 24 2004	Received Court of Appeal record   one doghouse
Mar 24 2004	Note:   letter sent to counsel re certification of interested entities or persons.
Apr 6 2004	Certification of interested entities or persons filed   appellants Rochelle Sterling, etal
Apr 8 2004	Certification of interested entities or persons filed   on behalf of respondents Lawrence Taylor, et al.,
Apr 12 2004	Request for extension of time filed   opening brief/merits to 5-24-04>>respondents Lawrence N. Taylor, etal
Apr 19 2004	Extension of time granted   for Respondent to serve and file the Opening Brief on the Merits to and including May 24, 2004. No further extensions will be granted.
May 24 2004	Opening brief on the merits filed   Respondent ( Taylor, et al.) .
May 24 2004	Association of attorneys filed for:   Respondents.( Lisa Perrochet of Horvitz & Levy).
Jun 18 2004	Request for extension of time filed   to file answer brief/merits, asking to 7-23-04 - appellants Rochelle Sterling. et al.
Jun 24 2004	Extension of time granted   to July 23, 2004 to file Appellant's answer brief on the merits.
Jul 23 2004	Answer brief on the merits filed   appellants Rochelle Sterling, etal
Jul 28 2004	Request for extension of time filed   respondents Lawrence N. Taylor, et al.,. request to 9/13/04 to file reply brief on the merits
Aug 5 2004	Extension of time granted   to September 1, 2004 to file Respondent's reply brief on the merits. No further extensions will be granted.
Aug 25 2004	Request for extension of time filed   Respondents (Lawrence N. Taylor et al.) requesting to Sept. 7, 2004 to file reply brief on the merits.
Aug 27 2004	Extension of time granted   to and including Sept. 7, 2004 to file Respondent's reply brief on the merits. No further extensions will be granted.
Sep 8 2004	Reply brief filed (case fully briefed)   by respondent (Taylor et al.). (40k)
Oct 5 2004	Received application to file Amicus Curiae Brief   California Assn of Realtors [in support of applts]
Oct 7 2004	Received application to file Amicus Curiae Brief   Apartment Assn of Greater Los Angeles [in support of resps]
Oct 7 2004	Received application to file Amicus Curiae Brief   Prof Richard A. Lord [in support of resps]. (recv'd in LA) **(Instructed Prof. Lord to have a licensed attorney resubmit appli & brief.)**
Oct 14 2004	Permission to file amicus curiae brief granted   California Assn of Realtors
Oct 14 2004	Amicus curiae brief filed   by California Association of Realtors in support of appellants (Rochelle Sterling et al.) Answer due within 20 days.
Oct 14 2004	Permission to file amicus curiae brief granted   Apartment Assn of Greater Los Angeles
Oct 14 2004	Amicus curiae brief filed   by Apartment Association of Greater Los Angeles in support of respondents. Answer due within 20 days.
Oct 21 2004	Stay application filed (separate petition pending - civil)   petition for writ of supersedeas w/4 vols. exhbts
Oct 26 2004	Received application to file Amicus Curiae Brief   from counsel for Professor Richard A. Lord in support of respondents. **(replaces appli & brief submitted on 10/7/04)**
Oct 28 2004	Permission to file amicus curiae brief granted   Professor Richard A. Lord
Oct 28 2004	Amicus curiae brief filed   by counsel for Professor Richard A. Lord in support of respondents. Answer due within 20 days.
Oct 29 2004	Filed:   motion to be relieved as counsel>>respondents Lawrence Taylor, etal
Nov 4 2004	Response to amicus curiae brief filed   by respondents (Lawrence N. Taylor et al.). Answer to amicus brief filed by Calif. Assoc. of Realtors.
Nov 4 2004	Filed:   Answer to petition for writ of supersedeas application [filed by: appellant Rochelle Sterling]
Nov 4 2004	Response to amicus curiae brief filed   appellant, Rochelle Sterling, et al. responding to a.c. briefs of ("CAR") -and- ("AAGLA") filed Oct. 14th,
Nov 5 2004	Filed:
Nov 15 2004	Received:   reply to answer to petition for writ of supersedeas>> respondents Lawrence Taylor, etal
Nov 15 2004	Filed:   Respondents reply to answer to petition for writ of supersedeas. (filed with permission)
Nov 15 2004	Application filed to:   for permission to file reply>>respondents Lawrence Taylor, etal
Nov 17 2004	Response to amicus curiae brief filed   to ac brief of Prof. Richard A. Lord>>appellants Rochelle Sterling, etal
Dec 1 2004	Application for stay denied
Dec 1 2004	Request Denied   Counsel's motion to withdraw filed on October 29, 2004 is denied.
Dec 16 2004	Notice of substitution of counsel   for respondents Lawrence N. Taylor, etal [atty Eric V. Rowen replacing G.F. Bogeaus]
Apr 20 2005	Notice of substitution of counsel   for respondents Lawrence N. Taylor, etal [atty Robert Crockett replacing Eric V. Rowan]
Apr 20 2006	Request for judicial notice filed (granted case)   Lawrence N. Taylor, defendant, respondent and petitioner Jeremy B. Rosen, counsel
Apr 24 2006	Opposition filed   to Request to Judicial Notice Appellants Rochelle Sterling, etal Attorneys Carl L. Grumer and Dennis C. Tulsiak, Retained
Apr 28 2006	Filed:   short letter brief in reply to Respondent's Response to Request for Judicial Notice Lawrence N. Taylor, defendant Jeremy B. Rosen, retained counsel (filed with permission)
Nov 7 2006	Case ordered on calendar   Wednesday, December 6, 2006, at 1:30 p.m., in Los Angeles
Nov 22 2006	Filed:   appellant's supplemental brief on the merits.
Nov 28 2006	Supplemental brief filed   Lawrence N. Taylor, et al., defendants Jeremy B. Rosen, counsel
Nov 28 2006	Request for judicial notice filed (granted case)   Second request Lawrnce N. Taylor, et al., defendants Jeremy Rosen, counsel
Dec 4 2006	Request for judicial notice denied   The requests for judicial notice, filed on April 20, 2006 and November 28, 2006, are denied.
Dec 6 2006	Cause argued and submitted
Dec 18 2006	Received:   letter dated December 15, 2006, regarding recent Supreme Court opinion S129220 Lawrence N. Taylor, et al., defendants Jeremy B. Rosen, counsel
Dec 28 2006	Received:   letter from counsel for Rochelle Sterling et al., appellants dated December 27, 2006, in response to letter submitted by counsel for defendants.
Feb 28 2007	Notice of forthcoming opinion posted
Mar 1 2007	Opinion filed: Judgment reversed   with directions to affirm the trial court judgment in its entirety Majority Opinion by Corrigan, J., -----Joined by George, C. J., Baxter, Chin & Moreno, JJ., Dissent Opinion by Kennard J., joined by Werdegar, J.
Mar 16 2007	Rehearing petition filed   Appellants Rochelle Sterling, etal Attorneys Carl L. Grumer, etal
Mar 20 2007	Time extended to consider modification or rehearing   The time for granting or denying rehearing in the above-entitled case is hereby extended to and including May 30, 2007, or the date upon which rehearing is either granted or denied, whichever occurs first.
Mar 22 2007	Answer to rehearing petition filed   Lawrence N. Taylor, et al., respondents Jeremy B. Rosen, counsel
Apr 18 2007	Rehearing denied   George, C.J., was absent and did not participate. Kennard and Werdegar, JJ., are of the opinion the petition should be granted.
Apr 19 2007	Remittitur issued (civil case)
Apr 26 2007	Received:   Receipt for Remittitur from the Court of Appeal, Second Appellate District, Division Five

Briefs
May 24 2004	Opening brief on the merits filed
Jul 23 2004	Answer brief on the merits filed
Sep 8 2004	Reply brief filed (case fully briefed)
Oct 14 2004	Amicus curiae brief filed
Oct 14 2004	Amicus curiae brief filed
Oct 28 2004	Amicus curiae brief filed
Nov 4 2004	Response to amicus curiae brief filed
Nov 4 2004	Response to amicus curiae brief filed
Nov 17 2004	Response to amicus curiae brief filed

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