Filed 2/24/14 BP West Coast Products v. Azari CA1/5


             NOT TO BE PUBLISHED IN OFFICIAL REPORTS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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              IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

                                       FIRST APPELLATE DISTRICT

                                                  DIVISION FIVE



BP WEST COAST PRODUCTS
LLC et al.,
                                                                         A135829
         Plaintiffs and Respondents,
                   v.
                                                                         (Solano County
KAMAL Y. AZARI et al.,
                                                                         Super. Ct. No. FCS 035180)
         Defendants and Appellants.

         Kamal Azari and Pari Azari appeal from an order adding them as judgment
debtors, in their capacity as trustees for their family trust, to a judgment obtained against
Kamal Azari individually. (See Code Civ. Proc., § 187.) Appellants contend the
evidence did not support the order and the amended judgment is void. We will affirm.1
         I. FACTS AND PROCEDURAL HISTORY
         Kamal Azari (Azari) and respondent BP West Coast Products LLC (BP) were
parties to certain franchise agreements by which Azari operated a gasoline station and


1   Respondent filed a motion to augment the record and a request for judicial notice on
June 25, 2013. We granted the motion to augment, deemed the record on appeal to be
augmented to include a copy of the documents attached to the motion, and deferred our
ruling on the request for judicial notice. Because the request for judicial notice pertains
to the same documents as the motion to augment, we now deny the request for judicial
notice as moot.
                                                             1
convenience store in Vallejo. BP also loaned Azari $525,000 pursuant to two written
loan agreements; Azari signed promissory notes that were secured by a deed of trust on
the station property.
       A. BP’s Complaint
       In February 2010, BP filed a lawsuit against Azari to recover $82,593.85 for
unpaid gasoline deliveries, royalties, advertising, and maintenance charges under the
franchise agreements, $249,861 for outstanding loan payments, and prejudgment interest,
costs, and attorney fees. BP also sought $123,284.29 in liquidated damages in
connection with Azari’s termination of his franchise. The complaint included a cause of
action for breach of the franchise agreements, a common count for goods sold and
delivered, and a claim for foreclosure of the deed of trust on the station property.
       B. Azari’s Cross-Complaint
       Azari filed a cross-complaint and amended cross-complaint, asserting claims for
breach of contract, breach of the implied covenant of good faith and fair dealing,
declaratory relief, and violation of statute. Azari’s declaratory relief claim represented
that a judicial declaration was necessary for Azari to “ascertain his rights and duties
under the deed of trust and protect his property from foreclosure.” (Italics added.)
       C. Trial and Judgment
       At trial, Azari did not dispute that he owed BP $49,731.68 for unpaid gasoline
deliveries and $32,861.17 for unpaid franchise fees; his primary defense was that BP
caused him to withhold payment when it deprived him of two bills of lading regarding
two loads of gasoline that it had sold and delivered to him.
       Nor did Azari claim at trial that he was unable to pay BP due to a lack of personal
assets or cash flow. To the contrary, he emphasized his substantial personal wealth and
financial wherewithal, introducing his personal bank records to indicate that he had
millions of dollars at his disposal. Furthermore, Azari did not disclose that the station
property at the heart of BP’s foreclosure claim was no longer owned by Azari, but by a
family trust.


                                              2
       The court issued its tentative decision in August 2011. Azari filed a “Request for
Statement of Decision and Objections.” The court overruled Azari’s objections and
ordered judgment in favor of BP and against Azari on all causes of action alleged in BP’s
complaint and Azari’s operative cross-complaint. Judgment was entered against Azari in
the sum of $648,703.20.
       Azari appealed from the judgment in December 2011 (No. A134076). The appeal
was dismissed in January 2012 due to Azari’s failure to designate the record on appeal.
       D. Azari’s Posttrial Communications Regarding His Assets
       Not long after judgment had been entered against him, Azari finally disclosed that
his assets were held in the family trust, and he had no funds to pay the judgment.
              1. The November 2011 Smith Letter
       BP’s attorney, John Arya, received a letter from Azari’s business consultant,
Robert L. Smith, dated November 25, 2011 (Smith Letter). The letter, written on Azari’s
behalf, advised BP that Azari and his wife had transferred to their family trust—later
identified as “The Kamal and Pari Azari 2003 Living Trust, dated 5-15-03” (Azari
Trust)—all of the Azaris’ personal assets, including the station property that was the
subject of BP’s foreclosure claim. The letter further admonished that, in light of the
Azari Trust’s ownership of these assets, BP’s remedies were “limited, difficult and
expensive to assert,” and proposed a settlement of the judgment against Azari based on
the potential sale of the station property that belonged to the Azari Trust. The Smith
Letter also represented that Azari now had an approximate net worth of just about $6,300,
but the Azari Trust had net assets of approximately $6.4 million.2



2   The Smith Letter stated in part:
   “As you are aware Kamal and his wife have a family trust, that was established in
2009. All of their personal assets were transferred into the trust in early 2009, as a
part of a comprehensive estate plan and without any anticipation of litigation with BP.
The service station (333 Curtola Parkway) was transferred to the trust by a deed dated
February 9, 2009 and recorded October 20, 2009. There are no liquid assets or other
holdings in the trust capable of conversion into cash or that are readily saleable.
                                             3
              2. The January 2012 Azari E-mail
       In correspondence to BP’s counsel dated January 11, 2012 (January e-mail), Azari
claimed that the trial evidence of his substantial personal assets reflected a
misrepresentation to the court by his lawyer. Azari stated: “I am currently diligently
working towards liquidation of the station in order to generate liquidity. No cash monies
exist. Acknowledge that during the trial Attorney Lewis represented to the Court a
different picture of my financial status than what reality is.”
       E. BP’s Amendment of the Judgment to Add the Azaris as Trustees
       On January 27, 2012, after receiving the Azari’s January e-mail, BP filed a motion
to amend the judgment by adding “Kamal and Pari Azari, [in their capacity] as Trustees


    “The trust’s assets consist primarily of various parcels of real property, the house
and winery, a vacant parcel, and various improved commercial and residential
properties. The trust’s net worth is but a mere fraction of the values attributed to
Kamal in 2007 or 2008. I am informed that a fair estimate of the net worth of the
trust’s property, after deducting encumbrances of record is approximately [$6.4
million].
    “The remedies available to BP as a judgment creditor in this matter are limited,
difficult and expensive to assert and, as is the situation with the deed of trust on 333
Curtola Parkway, subject to prior liens of record. Without ready cash, or other
available liquid assets, the only apparent solution is through the sale of one or more of
the properties. The obvious first choice being the service station site.
    “Accordingly, I am authorized on behalf of Kamal Y. Azari to submit the
following proposal. The parties shall enter into a stipulation providing that Kamal
will pay [BP] the sum of $525,000 on or before December 31, 2012, payable through
proceeds of sale of the service station directly from escrow. If the station is not sold
on or before December 31, 2012, the sum of $625,000 on or before December 31,
2013, shall become payable from proceeds of sale of the service station directly from
escrow. If the station is not sold on before December 31, 2013 then the amounts due
under the judgment shall become all due and payable. After satisfaction of the
existing first deed of trust in favor of Scott Valley Bank (approximate principal
balance of [$1.6 million]), taxes, and expenses of sale [BP] shall receive the sum of
$525,000 if the sale is prior to December 31, 2012 or $625,000 provided the sale is
prior to December 31, 2013. The service station (333 Curtola Parkway) shall be listed
for sale and aggressively marketed.” The letter stated that “the comments and
representations contained herein are made subject to the provisions of [Evidence
Code] § 1152.”
                                              4
of the Kamal and Pari Azari 2003 Living Trust dated 5-15-03” as judgment debtors. The
motion was brought on the ground that Azari was the alter ego and trustee of the Azari
Trust, and the amendment was necessary to avoid injustice.
       In support of its motion, BP submitted a declaration by Arya, recounting Azari’s
trial testimony about his assets and noting that Azari “introduced as trial exhibits his
personal bank records to reflect that at all relevant times he had millions of dollars of
cash at his ready disposal.” Arya’s declaration also noted there was no mention at trial
that the station property was owned by the Azari Trust, rather than Azari. Attached to
Arya’s declaration was the November 2011 Smith Letter, advising of the transfer of the
Azaris’ assets to their family trust, and the January 2012 Azari e-mail, indicating that
Azari’s attorney had misstated Azari’s finances at trial.
       Azari opposed BP’s motion to amend on March 2, 2012, contending that he
performed the acts alleged in BP’s complaint on his own behalf and he did not represent
the trust’s interests. Azari’s accompanying declaration asserted: he and his wife created
the Azari Trust in 2003 as part of an estate plan; the station property was transferred by a
deed recorded in October 2009, before he had any “inclination” that BP would commence
litigation against him;3 on January 27, 2010—shortly before BP filed its complaint—the
Azaris amended the Azari Trust to make it irrevocable; on January 30, 2012—just four
days after BP served its motion to amend the judgment—the Azaris executed a second
trust amendment that again described the trust as irrevocable and represented that they
had resigned as trustees and appointed Integrated Capital Management LLC (ICM) as the
trustee; Azari had authorized Smith to write the letter to Arya in order to settle the
lawsuit; Azari acted on his own behalf rather than on behalf of the trust; and the financial
data presented at trial pertained to “2001-2007.” Pari Azari also submitted a declaration,
stating that she had only minimal knowledge of the litigation, did not participate in
pretrial planning or exercise control over trial preparation, and had little involvement in


3   It is not clear how the transfer of the station property occurred, since BP had a deed of
trust on the property. There is no indication that notice was given to BP.
                                              5
the trial. In addition, Azari filed a motion to strike the Smith Letter based on Evidence
Code section 1152.
       BP filed a reply, supported by declarations averring that the Azaris had not
brought documents pertaining to the trust to their judgment debtors’ examinations
because, they claimed, they had turned over the documents to ICM shortly before the
examinations.
       After a hearing, the court issued its written order on March 23, 2012, granting
BP’s motion and ordering that the judgment be amended to include “Kamal Azari and
Pari Azari, as Trustees of the Kamal and Pari Azari 2003 Living Trust dated 5-15-03,” as
judgment debtors. The amended judgment was filed on the same date.
       “Defendants Kamal Azari and Pari Azari” thereafter filed a notice of appeal from
the amended judgment.
       F. Azari’s Continuing Protection of Azari Trust Assets
       BP proceeded to attempt enforcement of the amended judgment, recording
abstracts of judgment and obtaining a writ of sale for the station property. In January
2013 after notice, the station property was sold at a foreclosure sale to an Azari
“employee or associate” for just $100.
       Azari then acted to protect the other assets of the Azari Trust from enforcement.
In May 2013, Azari filed a motion to stay the levy, sale or other distribution of real
property owned by the trust, and to recall and stay execution of all writs of execution
until resolution of this appeal. In June 2013, long after the Azari Trust had purportedly
been made irrevocable and Azari had resigned as trustee, Azari confirmed that he
nonetheless continued to represent and defend the Azari Trust’s interests. In particular,
he asserted: “Azari is not appealing the judgment against him personally. Instead, Azari
is appealing to protect the rights of the Trustees of the Kamal and Pari Azari 2003 Living
Trust Dated May 15, 2005 (‘Trust’). In the appeal, Azari will seek to protect the rights of
the Trust and its beneficiaries from the Trust’s addition as an additional defendant in the
Amended Judgment.” (First and third italics added.)


                                             6
       II. DISCUSSION
       Under the authority of Code of Civil Procedure section 187 (section 187), a court
may amend a judgment at any time so that it designates the true defendants. (Carolina
Casualty Ins. Co. v. L.M. Ross Law Group, LLP (2012) 212 Cal.App.4th 1181, 1188
(Carolina Casualty).) For example, the alter ego of an original judgment debtor may be
added as an additional judgment debtor. (Greenspan v. LADT LLC (2010) 191
Cal.App.4th 486, 508 (Greenspan).) “ ‘ “Amendment of a judgment to add an alter ego
‘is an equitable procedure based on the theory that the court is not amending the
judgment to add a new defendant but is merely inserting the correct name of the real
defendant. . . . “Such a procedure is an appropriate and complete method by which to
bind new . . . defendants where it can be demonstrated that in their capacity as alter ego
of the [original judgment debtor] they in fact had control of the previous litigation, and
thus were virtually represented in the lawsuit.” . . . ’ . . . ” ’ [Citations.]” (Ibid.)
       Furthermore, even if the requirements for an alter ego finding cannot be
established, a judgment may be amended under section 187 to add a new judgment
debtor where necessary to prevent injustice. (Carolina Casualty, supra,
212 Cal.App.4th at pp. 1188-1189; Carr v. Barnabey’s Hotel Corp. (1994)
23 Cal.App.4th 14 (Carr).)
       We review a trial court’s decision to amend the judgment under section 187 for an
abuse of discretion; factual findings necessary to the court’s decision are reviewed for
substantial evidence. (California Casualty, supra, 212 Cal.App.4th at p. 1189.)
       A. Substantial Evidence of Alter Ego
       Under an alter ego theory, a judgment may be amended to include the trustees of a
trust as judgment debtors, so the judgment creditor can reach the assets of the trust to
satisfy the judgment. (See Greenspan, supra, 191 Cal.App.4th at p. 518.) As applied
here, the question in the trial court was whether the proposed judgment debtors (Azari
and his wife, as trustees of the Azari Trust) were the alter ego of the original judgment
debtor (Azari); if so, Azari could be considered the owner of the Azari Trust’s assets for


                                                7
purposes of satisfying the judgment, and the trust’s trustees could rightfully be named as
judgment debtors. (Greenspan, supra, 191 Cal.App.4th at p. 522.)4
       Substantial evidence supports the conclusion that Azari and his wife, as trustees of
the Azari Trust, were the alter ego of Azari at all relevant times. Azari, as an individual,
is of course the same human being who held the position of trustee of the Azari Trust.
Moreover, there was a unity of interest between Azari individually and the Azaris as
trustees, such that they were indistinguishable for all intents and purposes.
       First, substantial evidence supports the conclusion that Azari exercised control
over the trust assets as trustees would, with the trustees’ consent. He and his wife created
the Azari Trust, transferred all their assets to the trust (including the station property that
was the subject of the litigation), and appointed themselves trustees. By virtue of their
role as trustees, Azari and his wife held title to the assets that they had transferred into the
trust and continued to control those assets.
       Azari’s control over trust assets—and his willingness to use trust assets for his
personal benefit—continued despite the Azaris’ show of making the trust “irrevocable.”5
Although in January 2010—just a few days before BP filed its complaint—the Azaris
purported to amend the Azari Trust documents to state that the trust “shall be
irrevocable,” other terms of the trust show that it remained revocable in effect, and the

4   To enforce the judgment against the Azari Trust, the judgment must identify as
judgment debtors the trustees of the trust, not the trust itself. (See Portico
Management Group, LLC v. Harrison (2011) 202 Cal.App.4th 464, 473-474.)
Furthermore, because a trust is not a legal entity, and because it is the trustee who
holds legal title to the property for the benefit of the trust beneficiaries, it is the trustee
rather than the trust that can be an alter ego. (Greenspan, supra, 191 Cal.App.4th at
pp. 518, 521-522.) Nonetheless, if we phrased the issue as whether Azari was the alter
ego of the Azaris as trustees (or vice versa), or whether Azari was the alter ego of the
Azari Trust (or vice versa), our conclusion in this case would be the same: the court
did not abuse its discretion in adding the Azaris as trustees to the judgment as
judgment debtors, so that BP could attempt to satisfy the amended judgment with the
assets of the Azari Trust.
5  The ostensible purpose of making the trust irrevocable was to protect the trust assets
from any judgment BP might obtain: a judgment creditor may enforce its judgment
against assets held by the judgment debtor in a revocable trust. (Prob. Code, § 18200.)
                                               8
assets remained under Azari’s control. The amendments by which the Azaris declared
the trust irrevocable specified that “[t]he remaining terms contained in this Trust are
hereby affirmed in their entirety, and shall remain in full force and effect.” (Italics
added.) One of those remaining terms—Article VI.A.—provides that “[t]he trustee shall
also deliver as much of the community property to the Trustors as they jointly request in
a written statement delivered to the Trustee.” In addition, Article VI.B. provides that all
income from the Azari Trust “shall” be distributed, and that “[t]he Trustee shall also
deliver to the Trustor whose separate property was transferred to the trust as much of the
principal of that Trustor’s separate property as that Trustor requests in a written
instrument delivered to the Trustee.” Furthermore, the Azaris maintained the right to
amend the terms of the trust by their written consent. In short, Azari and his wife still
had the power to distribute the trust assets to themselves.
       Second, throughout the litigation with BP, Azari zealously protected the
trust assets as a trustee would, even when contrary to his interests as an individual.
For example, knowing that title to the station property was held not by Azari but
by the Azari Trust trustees, Azari could have sought dismissal of the foreclosure
claim against him. Instead, he withheld the fact that he did not hold title to the
property, declined to advance his own interests by arguing that the transfer of the
property precluded the foreclosure claim against him, and affirmatively filed a
cross-complaint representing that a declaratory judgment was necessary to
“ascertain his rights and duties under the deed of trust and protect his property
from foreclosure.” (Italics added.) Since Azari had essentially no assets during
the litigation, the assets he was protecting in defending against BP’s lawsuit were
really assets of the Azari Trust; effectively, he was acting at least in part as a
trustee in the litigation with BP.
       Azari’s representation and defense of the Azari Trust continued after the trial.
Azari opposed BP’s efforts to amend the judgment in a manner that would expose the
trust assets. As appellants now put it in their opening brief in this appeal, Azari was
“excessively zealous” in protecting the assets of the Azari Trust in the litigation.

                                               9
Furthermore, although occurring after the court ruled on the motion to amend, Azari
sought a stay of BP’s enforcement of the amended judgment against the Azari Trust’s
property months after he purportedly resigned as trustee, and he continues to litigate in
this court to protect the trust’s assets.
       Indeed, the Smith Letter captures perfectly the control Azari continued to wield
over the assets of the Azari Trust, and his willingness to use the trust assets for his own
purposes: Azari authorized Smith to settle Azari’s liability under the judgment with the
property of the Azari Trust—on a date after the trust had reportedly become irrevocable.
       In short, the evidence is overwhelming that Azari, and Azari and his wife as
trustees of the Azari Trust, were alter egos: Azari controlled the litigation against BP,
representing and defending the interests of the Azari Trust; and he also controlled the
trust assets, proposing to use them for his own benefit. As such, the Azari Trust and its
trustees effectively controlled the litigation, the Azari Trust held the assets at stake, and
both Azari and the trust treated the station property and other assets as belonging to one
or the other depending on what best suited their needs at the time. Accordingly, the Azari
Trust trustees should be identified as judgment debtors so that the Azari Trust assets can
be reached by BP. (See Greenspan, supra, 191 Cal.App.4th at pp. 508-510.)
       Appellants’ arguments to the contrary are meritless. They contend the Smith
Letter (advising that the Azaris’ personal assets had been transferred into the family trust)
was inadmissible, because the letter stated it was “made subject to the provisions of
[Evidence Code section] 1152.” However, Evidence Code section 1152, subdivision (a)
provides that evidence of a party’s settlement offer and conduct or statements made
during negotiations is “inadmissible to prove his or her liability for the loss or damage or
any part of it.” The Smith Letter was not offered to prove Azari’s liability (as an
individual or trustee) for BP’s loss or damage. It was offered after trial to show that
Azari’s assets had been transferred to the trust, such that the judgment could not be
satisfied against Azari in his individual capacity. Besides, any error in admitting the
Smith Letter was harmless, since Azari asserted in his own declaration the fact of his
transfer of the assets into the trust and the settlement authority he conveyed to Smith.

                                              10
       Appellants also argue that the statements by BP’s attorney (Arya) in his
declaration—recounting that Azari did not disclose at trial that the station property was
owned by the trust or that Azari would be unable to satisfy his debt to BP—were hearsay.
It is unclear how something that was not said could be hearsay. But in any event, the
objection was waived and forfeited by Azari’s failure to object in the trial court. (Evid.
Code, § 353.)
       The court did not abuse its discretion in amending the judgment based on an alter
ego theory.
       B. Substantial Evidence of Overwhelming Equities
       Even if the alter ego theory were not applied, the court’s amendment of the
judgment would be appropriate in equity to avoid injustice. (Carolina Casualty, supra,
212 Cal.App.4th at pp. 1188-1189 [“if all the formal elements necessary to establish alter
ego liability are not present, an unnamed party may be included as a judgment debtor if
‘the equities overwhelmingly favor’ the amendment and it is necessary to prevent an
injustice”].)
       The equities overwhelmingly favor the amendment of the judgment. Shortly
before BP filed its complaint, the Azaris purported to make their trust, containing all their
assets, irrevocable. Still believing that Azari owned the station property, BP pursued its
lawsuit against Azari rather than the trustees of the Azari Trust. During the trial, while
Azari was still a trustee of the Azari Trust, Azari defended against BP’s claims as if he
owned the station property, without disclosing the transfer. In fact, Azari expressly
represented that he was defending his own property in the litigation, leading BP and the
court to believe that his own assets were at stake. After judgment was entered against
him, Azari finally disclosed that he had no money, and the assets were in the trust, in an
attempt to negotiate a favorable settlement. And within days after BP’s service of its
motion to amend the judgment to include the Azaris as trustees, the Azaris purported to
resign as trustees and attempted to dissuade the court from amending the judgment to
reflect the true owner of the property and other assets. Equity supports the conclusion
that the assets of the Azari Trust should be available to BP to satisfy the judgment.

                                             11
       Instructive in this regard is Carolina Casualty, supra, 212 Cal.App.4th 1181.
There, an insurer had obtained a judgment for certain amounts in a coverage action
against a law firm (Ross Law Group). (Id. at pp. 1184-1186.) Ross Law Group refused
to satisfy the judgment, asserting it had ceased operations before it settled the underlying
litigation and had no assets. The trial court amended the judgment by adding an
individual (Ross) as a judgment debtor. (Id. at p. 1187.) The appellate court affirmed,
finding substantial evidence that Ross actively participated in and controlled the litigation
on behalf of Ross Law Group, encouraged the lawsuit to proceed against the law firm to
resolve the coverage litigation while knowing Ross Law Group was a dissolved entity
without funds, unfairly led Carolina Casualty and the court to believe Ross Law Group
was the proper defendant, and revealed the truth only after entry of the judgment. (Id. at
pp. 1189-1194.) Accordingly, the equities overwhelmingly favored affirmance of the
trial court’s ruling. (Id. at p. 1193.)
       In short, Carolina Casualty ruled that it was within the court’s discretion to amend
the judgment to include an individual because he, not his defunct law firm, was actually
the one controlling the litigation, and he failed to disclose that the law firm had no assets.
Here, it was within the court’s discretion to amend the judgment to include the trust
(technically, the Azaris as trustees) because the trust (and the Azaris as trustees), not
Azari as an individual, was actually controlling the litigation, and Azari failed to disclose
that he had no assets.
       To similar effect is Carr, supra, 23 Cal.App.4th 14. There, the plaintiff obtained a
judgment against a corporation (Barnabey’s), whom she believed owned the hotel where
she worked. (Id. at pp. 16-17.) Throughout the trial on the merits, Barnabey’s defended
against her claims. At the trial on punitive damages, however, there was testimony that
Barnabey’s had never held title to the hotel, stopped doing business before the plaintiff
was hired, and had no assets and no source of income, and that the true owner of the hotel
was a limited partnership (Peppercorn). (Id. at pp. 18, 20.) The trial court added
Peppercorn to the judgment as a judgment debtor. (Id. at p. 20.) The appellate court
affirmed, concluding that the conduct of Peppercorn (whose personnel overlapped with

                                              12
Barnabey’s) approached a fraud on the court: when the plaintiff mistakenly sued
Barnabey’s, Barnabey’s did not say anything about the mistake, acted as if it was a
proper defendant, and sought to shield the entity (Peppercorn) that should have been
named. (Id. at pp. 20-21.) Although there was insufficient evidence to find that
Peppercorn was Barnabey’s alter ego or that Peppercorn’s identity had been actively
concealed from the plaintiff, equity justified the amendment of the judgment. (Id. at
pp. 21-23.) Here too, whether or not Azari and the Azari Trust trustees were or are alter
egos, equitable principles justify the affirmance of the court’s order in this case.
       Appellants argue that denying the motion to amend the judgment would not have
sanctioned a fraud or promoted injustice. They urge that Azari’s trial testimony
regarding his finances, and his attorney’s depiction of his financial condition, pertained to
his finances in 2006 (when Azari was not making his payments to BP) and perhaps 2007,
not at the time of trial. They urge that the transfer of the property occurred before the
lawsuit, and the Smith Letter was not an attempt by Azari to avoid enforcement of the
judgment. However, it is not our role to reweigh the evidence; our review is merely for
substantial evidence and abuse of discretion. For our reasons stated ante, the evidence
was sufficient and there was no abuse of discretion.6
       The court did not err in granting BP’s motion to amend the judgment.
       C. The Amended Judgment Is Not Void
       Appellants contend they were trustees when BP commenced the litigation against
Azari in February 2010, but by the time the judgment was amended, they had appointed
ICM as trustee in their stead. They argue that the amended judgment is void because the
trustees (ICM or the Azaris in their capacity as trustees) were not served with a summons
or with the motion papers on BP’s motion to amend. Appellants are incorrect.




6   Azari also argues that BP could still satisfy all or part of the judgment by enforcing
the deed of trust on the station property, which Azari represented “could net $1.2
million.” But the property was sold at a foreclosure sale for $100. That left a deficiency
of over $700,000, for which the court has entered a deficiency judgment.
                                              13
       In the first place, section 187 does not require that the party being added to the
judgment have its own day in court to defend against the plaintiff’s claims. (Greenspan,
supra, 191 Cal.App.4th at p. 508.) Instead, it is sufficient if the proposed judgment
debtors (Azaris as trustees) are in effect identical to the original judgment debtor (Azari),
the action was fully and fairly tried, and nothing appears in the record to show that the
proposed judgment debtor could have produced evidence that would have affected the
results of the litigation. (Id. at p. 509.) Here, the Azaris as trustees were in effect
identical to Azari (as we discuss, ante), there is no assertion that the action was not fully
and fairly tried, and there is no indication that the litigation would have had a different
outcome if the Azaris as trustees had been named parties to the lawsuit. Indeed, Azari
zealously protected the Azari Trust’s interests.
       Furthermore, we find no significance to the fact that BP’s motion to amend
was not served on the Azaris as trustees, or on ICM, based on the record in this
case. Azari was served with the motion papers, and even if he was technically
served in his individual capacity, there is no indication that the Azari Trust,
through its trustees, lacked notice of the proceeding or would have asserted any
evidence or argument other than what Azari asserted. Azari vigorously opposed
the motion to add Azari and his wife in their trustee capacity (thus protecting the
Azari Trust assets), and both Azari and his wife submitted declarations in
opposition to the motion. There is no indication whatsoever that the Azari Trust
or its trustees did not receive meaningful notice and opportunity to be heard in
regard to BP’s motion to amend the judgment.
       Appellants fail to establish error.7




7  Appellants also argue that the requirements for adding judgment debtors under Code
of Civil Procedure section 989 et seq. were not met. However, BP did not proceed
under section 989, but under section 187.
                                              14
      III. DISPOSITION
      The order is affirmed.




                                    NEEDHAM, J.



We concur.




JONES, P.J.




SIMONS, J.




                               15
