Kramer v. Quality Loan Service Corp. CA1/1 filed 8/19/26

Filed 8/19/26 Kramer v. Quality Loan Service Corp. CA1/1
NOT TO BE PUBLISHED IN OFFICIAL REPORTS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 publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

FIRST APPELLATE DISTRICT

DIVISION ONE

ROBERT KRAMER,
Plaintiff and Appellant,
v.
QUALITY LOAN SERVICE CORPORATION, et al.,
Defendants and Respondents.

A173614

(Alameda County Super.
Ct. No. 24CV071997)

MEMORANDUM OPINION
According to appellant Robert Kramer’s first amended complaint, Kramer submitted to respondent trustee (Quality Loan Services Corporation) two bids for Kramer’s former property in Oakland, under Civil Code section 2924m, subdivision(c)(4)(A); but in the course of rejecting Kramer’s second bid, the trustee allegedly breached its duty of good faith and fair dealing, committed fraud by deceit, misrepresentation, or concealment, breached an implied contract with Kramer, committed negligence per se, and breached its fiduciary duty. The trial court sustained the trustee’s demurrer without leave to amend, observing that subdivision(c)(4)(A) limits an eligible bidder to a single bid.
In this appeal, Kramer argues: (1) section 2924, subdivision(b), provides no immunity for the trustee’s allegedly unlawful conduct; (2) a cause of action for negligence should lie for the trustee’s refusal to accept Kramer’s purportedly lawful second bid; (3) a cause of action for breach of implied contract should lie for the trustee’s “deceptive conduct in refusing to accept” Kramer’s second “bid and deceiving [him] by falsely representing the involved property had been auctioned”; (4) a cause of action for breach of the duty of good faith and fair dealing should lie for the same purportedly deceptive conduct; and (5) a cause of action for breach of fiduciary duty should lie for, according to the complaint, the trustee’s negligent actions “in failing to accept” Kramer’s second “bid and in deceiving [Kramer] regarding [the trustee’s] duty to do so and misrepresenting the facts pertaining to their justification” for doing so. As we explain below, section 2924m, subdivision(c)(4)(A), does not authorize a second bid, so Kramer’s last four arguments lack merit and his first is moot.
For an order sustaining a demurrer, “the standard of review on appeal is de novo.” (Berg & Berg Enterprises, LLCv. Boyle (2009) 178Cal.App.4th 1020, 1034.)“ ‘In determining whether plaintiffs properly stated a claim for relief, our standard of review is clear: “ ‘We treat the demurrer as admitting all material facts properly pleaded, but not contentions, deductions or conclusions of fact or law.’ ” ’ ” (Beardenv. U.S. Borax, Inc.(2006)138Cal.App.4th 429, 432.) Where the dispositive question is one “of statutory construction, our review is [also] de novo.” (Reidv. Google, Inc. (2010) 50Cal.4th 512, 527.)“‘Under settled canons of statutory construction, in construing a statute we ascertain the Legislature’s intent in order to effectuate the law's purpose. [Citation.] We must look to the statute’s words and give them “their usual and ordinary meaning.” [Citation.] “The statute’s plain meaning controls the court’s interpretation unless its words are ambiguous.” ’ ” (Ibid.)
There is no ambiguity in the plain meaning of the statute at issue here. Section 2924m, subdivision(c)(4)(A), provides that “during the 45-day period” “after the trustee’s sale,” “an eligible bidder may submit to the trustee a bid in an amount that exceeds the last and highest bid at the trustee’s sale. . . .” According to the statute, then, the nature of the bid in question is that it “exceeds the last and highest bid at the trustee’s sale,” which has already ended. (§2924m, subd.(c)(4)(A).) The statutory text thus conceives of such a bid in a way that is indexed to a dollar amount that has been fixed by the time the 45-day window for bidding begins; it says nothing about bids that are meant to exceed other bids placed within that 45-day window, so it cannot be read as authorizingsuccessive bids like Kramer’s.
For the same reason, we reject Kramer’s argument that the statutory phrase “ ‘exceed[ing] the last and highest bid’ ” compels the conclusion that “every eligible bidder gets one last opportunity during the 45-day window . . . to increase their bid.” (Italics, boldface, and underscoring omitted.) As the text of the statute reveals, the “last and highest bid” refers to a bid “at the trustee’s sale,”not a bid during the 45-day period “after the trustee’s sale.” (§2924m, subd.(c)(4)(A).) Thus, the statute authorizes eligible bidders to place “a bid” that is higher than a certain bid that had already been made at the trustee’s sale, but it does not confer any power to place a successive bid that is higher than some other bid that was placed during the 45-day period following the trustee’s sale.
Finally, we note that Kramer’s erroneous construction of the statute, and the failure of that construction to distinguish the trustee’s sale from the 45-day period after the trustee’s sale, also underlies his contention that the trustee had deceived him byfalsely representing to Kramer that “the sale of the property had [already] occurred” by the time of Kramer’s attempted second bid. As alleged in the first amended complaint, an employee of the trustee told Kramer that the trustee does “not allow for any [post-sale] bidders pursuant to [section] 2924m to send in addition [sic] funds to increase their overbid.” But this statement does not make the misrepresentation Kramer ascribes to it, because in the section “2924m” context expressly invoked by the statement, “[post-sale] bidders” are simply eligible bidders who have placed a bid in the period after the trustee’s sale.Thus, even where deception is the gravamen of a cause of action in the first amended complaint, the question of whether that cause of action would lie depends on the correct interpretation of section 2924m.
Consequently, Kramer has failed to allege conduct for which the trustee would need immunity, rendering his first claim moot. His other claims fail on their merits.
DISPOSITION
We affirm.

_________________________
SMILEY, J.

WE CONCUR:

_________________________
BANKE, Acting P.J.

_________________________
LANGHORNE WILSON, J.

Kramer v. Quality Loan Service Corporation / A173614