Filed 2/14/14 Ondraka v. Bochinski, Inc. CA4/1
                      NOT TO BE PUBLISHED IN OFFICIAL REPORTS

California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for
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                     COURT OF APPEAL, FOURTH APPELLATE DISTRICT

                                                  DIVISION ONE

                                           STATE OF CALIFORNIA



JOSEPH ONDRAKA et al.,                                              D060970

         Plaintiffs and Appellants,

         v.                                                         (Super. Ct. No. GIN55193)

BOCHINSKI, INC., et al.,

         Defendants and Respondents.


         APPEAL from a judgment of the Superior Court of San Diego County, William S.

Dato, Judge. Affirmed.

         David A. Kay for Plaintiffs and Appellants.

         No appearance for Defendants and Respondents.




                                                 INTRODUCTION

         Joseph and Annette Ondraka appeal from a judgment awarding them a net amount

of $3,697 in their action against Bochinski, Inc. (corporation) and Stephen Bochinski
(Bochinski) for breach of contract and other claims. They contend we must reverse the

judgment because the court: (1) did not allow them to establish the invalidity of the

corporation's contractor's license through alter ego evidence; (2) mistakenly determined

Business and Professions Code section 7159 1 did not apply; (3) mistakenly determined

the parties modified the change order procedures in their contract by their conduct; (4)

failed to interpret key contract provisions against the corporation as the contract drafter ;

(5) mistakenly found Bochinski's testimony credible; (6) awarded the corporation an

excessive amount on its cross-complaint; and (7) deprived them of due process of law.

We conclude each of these contentions lacks merit and affirm the judgment.

                                      BACKGROUND

       The Ondrakas contracted with the corporation, a general contracting firm run by

Bochinski, to build a main house on their property (project). The corporation had

previously built a guest house on the same property. Under the terms of the contract, the

corporation agreed to furnish all labor, materials, equipment and other facilities required

to complete the project according to certain plans prepared by the Ondrakas' architect.

The Ondrakas agreed to pay the corporation $730,487.13, "subject to adjustments for

[c]hanges in the work as may be agreed to by the [parties]" or required by the contract.

Exhibit 2 of the contract contained a cost breakdown specifying both the work covered by

the contract as well as the work outside the scope of the contract for which the Ondrakas

were solely responsible.


1     Further statutory references are also to the Business and Professions Code unless
otherwise stated.
                                              2
       The contract identified November 1, 2005, as the approximate project completion

date. The Ondrakas negotiated for this completion date because of financing concerns if

the project was not completed within one year. The contract further provided that "[t]ime

is of the essence" and required the corporation to give the Ondrakas a progress and

completion schedule (schedule) and to conform to the schedule, including to any agreed

upon schedule changes, schedule changes otherwise allowed under the contract, or

schedule changes required by circumstances beyond the corporation's control.

Nonetheless, the contract excused the corporation for any delay in completing the project

caused by, among other occurrences, acts of the Ondrakas or their agents and unforeseen

contingencies beyond the corporation's control.

       The contract permitted the Ondrakas to change the project's scope of work with

written notice to the corporation. If the Ondrakas' changes, plan errors, or circumstances

beyond the control of the corporation required an adjustment to the contract price or

schedule, the corporation was to submit an estimate of the adjustment to the Ondrakas.

Any price adjustments were to be generally consistent with the contract's pricing

structure. However, to the extent the contract's pricing structure was inapplicable, the

contract provided "the cost of the [c]hange and/or the adjustment to the [schedule] shall

be determined by time and materials on the basis of the cost to the [corporation] plus five

percent (5%) for overhead, and fifteen percent (15%) for supervision and profit." The

corporation was not required to perform a change until it and the Ondrakas agreed in

writing on the specifics of the change, the cost or credit for it, and the schedule

adjustment.

                                              3
       If the Ondrakas failed to make a payment required by the contract, the contract

permitted the corporation to suspend its work until paid. Similarly if the Ondrakas

disputed a change or payment for a change, the contract permitted the corporation to

suspend its work until the dispute was resolved.

       The contract also permitted the Ondrakas to terminate the work at their

convenience with written notice to the corporation. If the Ondrakas terminated the work,

they had to pay the corporation its actual costs for the work performed up to the

termination date, as well as the actual costs incurred because of the termination, plus 20

percent for supervision and profit.

       As the project progressed, the parties did not follow the contract's change order

procedures. Instead, Bochinski would verbally advise the Ondrakas when a change was

necessary, or the Ondrakas would verbally advise Bochinski about a change they desired.

Bochinski would give the Ondrakas a general price range for the change and the

corporation would bill for the change on a time and materials basis. There was rarely any

discussion or written statement regarding the effect of the change on the project's timing.

       While the parties dispute the cause, they agreed there were substantial delays in

completing the project. The project was still being framed in November 2005, and in

December the Ondrakas had to obtain an extension of their construction loan. At that

point, the corporation estimated the project would take another six months to complete.

       Further straining the parties' relationship, a billing dispute arose over the

application of the contract's overhead surcharge provision. The Ondrakas believed the



                                              4
surcharge applied only to labor and materials. The corporation believed the surcharge

applied to labor, materials, supervision, and profit.

       On June 13, 2006, Joseph sent the corporation a memo stating the Ondrakas would

no longer pay any supervision, profit or overhead surcharges until they received an

accounting for the overhead surcharges incurred to that point. The next day Bochinski

visited the Ondrakas to discuss the issue. After a heated exchange between Annette and

Bochinski, the corporation declined to continue working on the project, which was then

only 60 to 65 percent complete. A few days later, the Ondrakas notified the corporation

they were terminating the contract. The project was completed without further

involvement from the corporation.

       Two months after terminating the contract, the Ondrakas sued the defendants.

Their operative second amended complaint included causes of action for breach of

contract, negligence, negligent misrepresentation, intentional misrepresentation, and

violation of multiple Business and Professions Code provisions. The complaint also

alleged the corporation was Bochinski's alter ego and the corporation was not a licensed

contractor. The corporation filed a cross-complaint against the Ondrakas for failing to

pay for work completed before contract termination.

       After a lengthy bench trial, which did not include a trial of the Ondrakas' alter ego

claims, the court issued a statement of decision finding each party had breached the

contract in certain respects and awarding the Ondrakas net damages of $3,697.




                                              5
                                       DISCUSSION

                                              I

                                 Corporation's Licensure

                                             A

       The Ondrakas' original and first amended complaints alleged on information and

belief that the corporation was a licensed general building contractor. However, their

second amended complaint alleged that, while the corporation held itself out as a licensed

contractor, it was not licensed because it did not comply with all of the formalities

necessary to be a valid corporation. The second amended complaint additionally alleged

the corporation was Bochinski's alter ego and he was not a licensed contractor either.2

Based on the corporation's alleged lack of proper licensure, the Ondrakas sought the

return of all monies they paid the corporation for the construction of the main house

under section 7031, subdivision (b).

       The court decided against the Ondrakas on this point. The court found that,

because the Ondrakas had admitted the corporation was licensed in their original

complaint, they had not controverted the corporation's licensure. In addition, the court

found the corporation had established it was duly licensed by producing a verified license

certification from the Contractors' State License Board. The court further found the




2      The parties do not dispute Bochinski did not have a contractor's license. They also
do not dispute he was not required to have a license as long as the corporation had a valid
license.

                                             6
Ondrakas had not established the corporation's failure to comply with various close

corporate formalities allowed them to recover under section 7031.

       The court made its findings without the benefit of alter ego evidence because the

court bifurcated and ultimately never tried the Ondrakas' alter ego claims. On appeal, the

Ondrakas contend we must reverse the judgment and allow them to establish through

alter ego evidence that the corporation was a sham and, therefore, the corporation's

license was invalid.

                                             B

       Generally, a contractor may not sue to recover money for performing work for

which a license is required unless the contractor alleges the contractor was duly licensed

at the time the contractor performed the work. (§ 7031, subd. (a).) Concomitantly, "a

person who utilizes the services of an unlicensed contractor may bring an action in any

court of competent jurisdiction in this state to recover all compensation paid to the

unlicensed contractor for performance of any act or contract." (§ 7031, subd. (b).) When

controverted, the licensee has the burden of establishing licensure or prope r licensure,

which "shall be made by production of a verified certificate of licensure from the

Contractors' State License Board." (§ 7031, subd. (d).)

       Assuming, without deciding, the Ondrakas properly controverted the corporation's

licensure, the corporation met its burden of establishing its licensure by producing the

requisite verified certificate. Nonetheless, relying on Wright v. Issak (2007) 149

Cal.App.4th 1116 (Wright) and Buzgheia v. Leasco Sierra Grove (1997) 60 Cal.App.4th

374 (Buzgheia), the Ondrakas contend the court should have allowed them to present

                                             7
alter ego evidence to establish the corporation's license was invalid because the

corporation itself was invalid for not complying with necessary corporate formalities.

       In both Wright and Buzgheia, the courts permitted challenges to facially valid

contractor's licenses with evidence of circumstances which, if established, resulted in the

licenses' automatic suspension under specific statutes. (Wright, supra, 149 Cal.App.4th

at pp. 1120-1122; Buzgheia, supra, 60 Cal.App.4th at pp. 385-387.) The Ondrakas,

however, have not identified any statute providing a corporate contractor is not duly

licensed if it does not comply with corporate formalities. They also have not identified

any statute providing for the automatic suspension of a corporation's contractor's license

in such circumstances.3 Accordingly, they have not established that the court

prejudicially erred by failing to permit them to present evidence of such noncompliance.

(See Ball v. Steadfast-BLK (2011) 196 Cal.App.4th 694, 702-703 [Section 7031 does not

preclude a contractor's recovery where the contractor purportedly violated licensing laws,

but no statute automatically suspended the contractor's license or rendered it invalid due

to the violations].)




3       Section 7076.2, subdivision (a), provides for the automatic suspension of a
corporation's license if the corporation, after 30 days' notice, fails to provide satisfactory
proof it is registered and in good standing with the Secretary of State. The Ondrakas do
not cite or rely upon this statute nor do they suggest they can present evidence showing
the corporation received or failed to respond to such a notice.

                                               8
                                              II

                                Application of Section 7159

                                              A

       The Ondrakas' causes of action against the defendants included a claim the

contract was invalid because it violated section 7159 in multiple respects. However, the

court determined section 7159 did not apply because the contract was not a "home

improvement" contract within the meaning of the statute. The Ondrakas dispute this

determination, but we agree section 7159 does not apply here.

                                              B

       Section 7159 "identifies the projects for which a home improvement contract is

required, outlines the contract requirements, and lists the items that shall be included in

the contract." (§ 7159, subd. (a)(1).) A "home improvement contract" is a contract

between an owner or tenant and a contractor for the performance of a home improvement

priced at more than $500. (§§ 7151.2, 7159, subd. (b).) " 'Home improvement' means

the repairing, remodeling, altering, converting, or modernizing of, or adding to,

residential property." (§ 7151.) It includes "the construction, erection, replacement, or

improvement of driveways, swimming pools, including spas and hot tubs, terraces,

patios, awnings, storm windows, landscaping, fences, porches, garages, fallout shelters,

basements, and other improvements of the structures or land which is adjacent to a

dwelling house." (Ibid.) Essentially then, "[a] 'home improvement contract' is a

contract . . . that provides for the remodeling, alteration, repair, or improvement of a



                                              9
personal residence, in excess of $500." (Miller & Starr, Cal. Real Estate (3d ed. 2010),

§ 27:55, p. 27-240.)

       The evidence in this case shows the Ondrakas contracted with the corporation for

the construction of a separate, primary residence. It does not show they contracted for

the remodeling, alteration, repair, or improvement of their existing guest house.

Accordingly, the court correctly determined section 7159 did not apply.

       Moreover, contracts made in violation of section 7159 are not necessarily void.

They may be enforced in appropriate cases to avoid unjust enrichment. (Asdourian v.

Araj (1985) 38 Cal.3d 276, 292-293; Arya Group, Inc. v. Cher (2000) 77 Cal.App.4th

610, 615-616.) As the Ondrakas have not established, or attempted to establish, the

corporation's alleged violations of section 7159 would have precluded enforcement of the

contract, they have not established they were prejudiced by the court's failure to apply

section 7159.

                                             III

                                 Written Change Orders

                                             A

       The parties' contract specified procedures for change orders, including requiring

written notice of the proposed change, a written estimate of the price of the changes, and

a written agreement to the changes signed by both parties. The court found neither party

complied with nor insisted the other party comply with these procedures. Instead, the

parties consistently addressed change orders informally. The court, therefore, found the

parties modified the contract's change order procedure by their conduct. Alternatively,

                                            10
the court found the Ondrakas waived compliance with the formal change order

procedure.

       On appeal, the Ondrakas contend the court erred in its determination because

"[e]xisting contract law does not provide for the oral modification of required written

contract terms by 'conduct' or implicit waiver." Instead, under existing law, they contend

the change order procedure could not be orally modified unless the modification was

supported by new consideration, which did not occur. We conclude there is no merit to

these contentions.

                                             B

       The Ondrakas support their position by citing to Civil Code section 1698,

subdivision (c), which provides in part: "Unless the contract otherwise expressly

provides, a contract in writing may be modified by an oral agreement supported by new

consideration." Assuming, without deciding, this code section applies to this case, it is

not dispositive as subdivision (d) of the code section provides: "Nothing in this section

precludes in an appropriate case the application of rules of law concerning . . . waiver of a

provision of a written contract." As the court correctly noted, parties may by their

conduct waive a requirement for a contract modification to be in writing if evidence

shows the modification conforms to their intent. (Biren v. Equality Emergency Medical

Group, Inc. (2002) 102 Cal.App.4th 125, 141). Since the Ondrakas do not dispute the

evidence supports the court's finding in this respect, the Ondrakas have not established

the court erred in determining the corporation did not breach the contract by failing to

follow the contract's change order procedure.

                                             11
                                              IV

                        Interpreting Contract Against Corporation

       The Ondrakas contend the court erred by failing to interpret several contract

provisions against the corporation as the drafter of the contract. To support their position,

they rely on Civil Code section 1654, which provides: "In cases of uncertainty not

removed by the preceding rules, the language of a contract should be interpreted most

strongly against the party who caused the uncertainty to exist." However, Civil Code

section 1654, does not apply unless other canons of construction fail to dispel the

uncertainty. (Decter v. Stevenson Properties (1952) 39 Cal.2d 407, 418; California

National Bank v. Woodbridge Plaza LLC (2008) 164 Cal.App.4th 137, 145; Oceanside

84, Ltd. v. Fidelity Federal Bank (1997) 56 Cal.App.4th 1441, 1448.) The Ondrakas do

not discuss how the court arrived at the challenged interpretations or why the court did

not or could not rely on other canons of construction. Consequently, they have not

established the court erred by failing to apply Civil Code section 1654 in this case.

                                              V

                                   Bochinski's Credibility

       The Ondrakas contend the court improperly evaluated their fraud claims because,

for various stated reasons, the court mistakenly found Bochinski's testimony was

credible. We note that none of the Ondrakas' arguments on this point is supported with

citation to authority. " 'Appellate briefs must provide argument and legal authority for

the positions taken. "When an appellant fails to raise a point, or asserts it but fails to



                                              12
support it with reasoned argument and citations to authority, we treat the point as

waived." ' " (Cahill v. San Diego Gas & Electric Co. (2011) 194 Cal.App.4th 939, 956.)

       Additionally, because the evaluation of a witness's credibility necessarily involves

consideration of the witness's demeanor and manner of testifying, the evaluation is not

susceptible to appellate review. (Meiner v. Ford Motor Co. (1971) 17 Cal.App.3d 127,

141.) "The law has long recognized the problem of appellate review in the matter of

credibility of witnesses based upon their demeanor, and for that reason the rule has

evolved that the trier of facts is the sole and exclusive judge of the credibility of

witnesses as determined by their demeanor. . . . [¶] On the cold record a witness may be

clear, concise, direct, unimpeached, uncontradictedbut on a face to face evaluation, so

exude insincerity as to render his credibility factor nil. Another witness may fumble,

bumble, be unsure, uncertain, contradict himself, and on the basis of a written transcript

be hardly worthy of belief. But one who sees, hears and observes him may be convinced

of his honesty, his integrity, his reliability. All of this is because a great deal of that

highly delicate process we call evaluating the credibility of a witness is based on what

might be called, for lack of a better word, 'intuition'that intangible, inarticulable

capacity of one human being to evaluate the sincerity, honesty and integrity of another

human being with whom he comes in contact. There is no way of knowing or proving

how much of the testing process is encompassed in the 'traditional' tests of credibility

such as provable bias or interest, contradiction or impeachment, all demonstrable on the

record, and how much of that evaluation process comes from the purely subjective



                                               13
reaction of the trier of facts to the attitude, demeanor and manner of testifying of the

witnessnot demonstrable on the record." (Id. at pp. 140-141.)

                                             VI

                                       Excess Award

        The court awarded the corporation $66,959 on its cross-complaint against the

Ondrakas. The Ondrakas contend this amount was excessive because the corporation

only requested an award of $20,610.38 in its cross-complaint. Neither the record nor the

law supports this contention.

        The record does not support this contention because a fair reading of the

corporation's cross-complaint indicates the corporation did not limit its damages claim to

$20,610.38. Rather, the corporation sought damages "in the sum of $20,610.38 for work

performed under [the contract], plus such additional compensatory and consequential

sums including, without limitation, costs of delay, costs of termination, lost profits, and

investigation costs resulting from said breaches, all in an amount to [be] proven at

trial . . . ." (Italics added.)

        Even if the corporation had limited its damages claim to $20,610.38, the

corporation was not necessarily barred from recovering additional damages. In a

contested action, "the court may grant the plaintiff any relief consistent with the case

made by the complaint and embraced within the issue." (Civ. Proc. Code, § 580, subd.

(a); American Motorists Ins. Co. v. Cowan (1982) 127 Cal.App.3d 875, 883 [following a

trial on the merits, the court may grant any form of relief supported by the evidence and

to which the parties had notice, whether the relief was requested in the pleadings or not].)
                                             14
Further, the court admitted evidence showing the corporation sustained $66,950 in

damages from the Ondrakas' breach of the contract. "The parties thus actually tried the

issues of damages in amounts above the limits set forth in the body of the complaint. The

amount of the trial court's judgment on those issues therefore could not have come as any

surprise to [the Ondrakas] and was the source of no prejudice to [them] since no

additional time or effort by [them] was required to meet those issues." (Castaic Clay

Manufacturing Co. v. Dedes (1987) 195 Cal.App.3d 444, 450; see also, Grubb & Ellis

Co. v. Bello (1993) 19 Cal.App.4th 231, 241 [in a contested case, a prayer which seeks

the wrong or inadequate relief is not a serious defect].)

                                             VII

                                  Due Process Violations

                                              A

       The court conducted the bench trial in this case over 15 days between March 22

and April 29, 2010. At the outset of the trial, the court deferred all rulings on relevancy

objections. The court explained it did not believe there was a need to be terribly

concerned about relevancy objections for a bench trial. It also assured the parties it

would not be basing its decision on irrelevant information.

       The parties' trial estimate was 10 days. On the eighth day of trial, in the midst of

the Ondrakas case-in-chief, it became clear to the court the parties would exceed their

estimate. After a chambers meeting to discuss scheduling, the court determined it would

be unreasonable to allow the presentation of evidence to exceed counsel's estimate by

more than 50 percent. Consequently, the court limited the parties' presentation of

                                             15
evidence to a total of 15 days, with four of the days allocated to the corporation and

Bochinski and the remainder to the Ondrakas.

       Between May and mid-June 2010, the parties filed written closing arguments and

in mid-July, they apparently orally argued their respective positions for an entire day.4

They then submitted supplemental closing briefs between early August and early

September. The Ondrakas' supplemental closing brief included relevancy objections to

all or part of 23 exhibits. The corporation and Bochinski responded to the objections in

one of their supplemental closing briefs.5

       The court ordered the matter submitted on September 9, 2010. In November, the

court vacated its submission order pending "the preparation of transcripts of certain of the

witnesses' testimony." The court ordered the matter resubmitted in February 2011. The

court subsequently discovered the transcripts of two primary witnesses' testimony were

incomplete. After receiving the completed transcripts, it again ordered the matter

resubmitted as of April 11, 2011.

       The court issued a proposed statement of decision on June 30, 2011, and directed

the parties to file any objections to it in accordance with rule 3.1590(d) of the California

Rules of Court. On July 13, the Ondrakas filed a request for statement of decision

seeking the factual and legal bases for the court's decision on 81 issues. Two days later,

the court struck the request because the court had already issued a proposed statement of

4      The corporation and Bochinski's written closing arguments are not in the record.
In addition, there is no transcript of the oral arguments in the record.

5      None of the challenged exhibits are in the record.
                                             16
decision. The court then granted the Ondrakas 10 days' leave to file and serve any

objections to the proposed statement. The court additionally advised the Ondrakas, "A

seriatim list of the sort contained in the stricken request is not sufficient, particularly

given the fact that most of the listed issues were addressed in the proposed statement.

Rather, the objections should identify specific alleged defects in the proposed statement

with a clear and concise explanation why the factual determinations are not supported by

the trial record or why the legal reasoning is in error. The objections should also identify

any necessary issues that were not addressed in the proposed statement, explaining why

reaching those issues is necessary to the decision in light of the [c]ourt's reasoning. In

this regard, in particular, [the Ondrakas'] counsel should explain why resolution of the

bifurcated alter ego claims . . . is required and, if so, how those remaining issues should

be tried." (Italics added.)

       On July 25, 2011, the Ondrakas filed objections to the proposed statement. Their

objections did not address the bifurcated alter ego claims. The corporation and Bochinski

filed their response to the Ondrakas' objections on August 18. The court issued its final

statement of decision on September 12. The statement of decision did not address the

relevancy objections or the bifurcated alter ego claims. Given the Ondrakas' failure to

address the alter ego claims in their objections to the proposed statement, the court

determined the Ondrakas had waived them.

                                               B

       The Ondrakas contend the court deprived them of due process of law by deferring

and then failing to rule on their relevancy objections, by imposing strict time limits on the

                                               17
trial that precluded them from calling all the witnesses they wanted to call, by taking 18

months to complete the proposed statement of decision, by rendering a decision when it

only had access to part of the trial transcripts, and by failing to conduct the bifurcated

portion of the trial before completing proposed statement of decision. We conclude there

is no merit to any of these points.

                                              1

       Regarding the relevancy objections, generally a court's failure to formally decide a

reserved ruling on an evidentiary objection is an implied ruling in favor of admissibility

and against the objection. (Clopton v. Clopton (1912) 162 Cal. 27, 32.) Although the

practice of handling objections in this fashion is discouraged, an appellate court will not

reverse a judgment because of this practice absent a showing of prejudice. (Ebner v.

West Hollywood Transfer Co. (1919) 45 Cal.App. 186, 191.) No prejudice exists where

the challenged evidence was admissible. (Casey v. Richards (1909) 10 Cal.App. 57, 61.)

In addition, we presume a court sitting without a jury did not base its decision on

irrelevant evidence where there is competent evidence to support the decision. (Southern

California Jockey Club v. California Horse Racing Bd. (1950) 36 Cal.2d 167, 176;

Monogram Industries, Inc. v. Sar Industries, Inc. (1976) 64 Cal.App.3d 692, 704.) The

Ondrakas have not included the challenged evidence in the record (see fn. 3, ante) or

attempted to demonstrate any of it was inadmissible. They also have not attempted to

rebut the presumption the court did not base its decision on irrelevant evidence.

Accordingly, they have not established they were prejudiced by the court's failure to rule

on the deferred relevancy objections.

                                              18
                                              2

       Regarding the trial time limits, "courts have fundamental inherent equity,

supervisory, and administrative powers, as well as inherent power to control litigation

before them. [Citation.] 'In addition to their inherent equitable power derived from the

historic power of equity courts, all courts have inherent supervisory or administrative

powers which enable them to carry out their duties, and which exist apart from any

statutory authority. [Citations.] "It is beyond dispute that 'Courts have inherent

power . . . to adopt any suitable method of practice, both in ordinary actions and special

proceedings, if the procedure is not specified by statute or by rules adopted by the

Judicial Council.' [Citation.]" [Citation.] That inherent power entitles trial courts to

exercise reasonable control over all proceedings connected with pending litigation . . . in

order to insure the orderly administration of justice.' " (Rutherford v. Owens-Illinois, Inc.

(1997) 16 Cal.4th 953, 967.) We review a court's exercise of its inherent power for abuse

of discretion. (People v. Alvarez (1996) 14 Cal.4th 155, 209.)

       In this case, the record shows the court imposed time limits on the presentation of

evidence after it became clear the parties would far exceed their trial estimate. Even with

the time limits, the court permitted the parties to exceed their trial estimate by 50 percent

and allocated more than two-thirds of the available time to the Ondrakas. The court also

permitted the parties to present extensive written and oral closing arguments. Although

the time limits may have prevented the Ondrakas from presenting all of their character

evidence, they were able to present the key evidence in their case, including their own

testimony and their expert's testimony. They were also able to extensively question

                                             19
Bochinski, whose testimony had more direct bearing on the assessment of his credibility

than any character evidence would have had. Accordingly, we cannot conclude the court

abused its discretion in imposing the time limits.

                                              3

       Regarding the time lapse between the end of the trial and the court's issuance of

the statement of decision, the Ondrakas perfunctorily assert without citation to authority

that the time lapse was prejudicial under the circumstances and, therefore, warrants

reversal. "One cannot simply say the court erred, and leave it up to the appellate court to

figure out why." (Niko v. Foreman (2006) 144 Cal.App.4th 344, 368.) In addition, as we

have previously noted, " '[a]n appellate brief "should contain a legal argument with

citation of authorities on the points made. If none is furnished on a particular point, the

court may treat it as waived, and pass it without consideration." ' " (Ibid.)

       Moreover, the record shows the time lapse was not due to any dereliction on the

court's part. Several months were consumed by the parties' submission of written and

oral closing arguments. Most of the rest of the time was consumed waiting for transcripts

of the principal witnesses' testimony. After receiving the transcripts and finally

submitting the matter, the court produced a 32-page proposed statement of decision in

approximately a month and a half. The statement included a detailed factual and legal

analysis of the parties' respective claims. The Ondrakas do not assert there is insufficient

evidence to support any of the court's findings. Accordingly, they have not demonstrated

either that the time lapse was error or that it prejudicially harmed them.



                                             20
                                              4

       Finally, the Ondrakas contend that we must reverse the judgment because the

court failed to conduct a bifurcated trial on their alter ego claims. They have forfeited

this contention because they have provided no analysis or authority supporting it. (Niko

v. Foreman, supra, 144 Cal.App.4th at p. 368.) They have also forfeited this contention

because the court specifically invited them to explain why, in light of the proposed

statement of decision, it was necessary to try their alter ego claims and they did not

accept the court's invitation. (See Code Civ. Proc., § 634, Fladeboe v. American Isuzu

Motors Inc. (2007) 150 Cal.App.4th 42, 59; Ermoian v. Desert Hospital (2007) 152

Cal.App.4th 475, 497-498; Golden Eagle Ins. Co. v. Foremost Ins. Co. (1993) 20

Cal.App.4th 1372, 1380 [failure to raise specific objections to omissions or ambiguities

in a statement of decision waives the right to challenge the omissions or ambiguities on

appeal].) Although they assert on appeal the evidence was necessary for them to

challenge the corporation's licensure, we are not persuaded by this assertion for the

reasons stated in part I, ante. Accordingly, the Ondrakas have not demonstrated the

court's failure to conduct a trial on their alter ego claims was prejudicial error. (See

Domach v. Spencer (1980) 101 Cal.App.3d 308 313 [where findings are made on issues

which determine cause and uphold judgment, other issues are immaterial and failure to

make findings on them does not constitute prejudicial error].)




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                                  DISPOSITION

     The judgment is affirmed. Respondents are awarded their appeal costs.




                                                                 MCCONNELL, P. J.

WE CONCUR:


NARES, J.


AARON, J.




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