Capture MRG v. TOP86 CA2/2 ( 2021 )

Filed 3/26/21 Capture MRG v. TOP86 CA2/2
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS
California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions
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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
SECOND APPELLATE DISTRICT
DIVISION TWO
CAPTURE MRG, INC., B304711, B306043
Plaintiff and Respondent, (Los Angeles County
Super. Ct. No. BC684011)
v.
TOP86, INC., et al.,
Defendants and Appellants.
APPEALS from an order and a judgment of the Superior
Court of Los Angeles County. Barbara A. Meiers, Judge.
Affirmed.
Bradley Arant Boult Cummings and Charles Edward Elder
for Defendants and Appellants.
Law Offices of Larry Castruita, Larry S. Castruita and
Stefon Jones for Plaintiff and Respondent.
___________________________________
INTRODUCTION
A promotional products company sued a supplier and its
alleged alter egos for breach of contract for supplying defective
inflatable figures to be displayed in conjunction with a major
motion picture release. The trial court found that the various
individual and entity defendants were all alter egos of each other,
and concluded after a bench trial that the supplier had breached
its contract. The alleged alter ego parties appeal from the trial
court’s judgment imposing alter ego liability on them for the
supplier’s breach of contract and from the trial court’s preceding
sanctions order which found they were alter egos of the supplier.
We conclude that substantial evidence supports the trial court’s
alter ego finding and affirm.
FACTUAL AND PROCEDURAL HISTORY
A. The Alleged Alter Ego Parties
This case involves an individual defendant and various
entity defendants that the trial court concluded were all
interrelated alter egos of each other, chiefly Liangbao “James”
Han; Rivers Promo, Inc.; Slight Worlds, Inc.; and Top86, Inc.
Han is a businessman with interests in a variety of
California promotional importing corporations as well as various
importing, exporting, and supply companies in China. Rivers
Promo, Inc., was formed on October 23, 2009. Han was listed as
the owner on the statement of information filed with the
Secretary of State on October 5, 2012. The similarly named
Rivers Promo Solution was formed in 2011 listing Han as the
owner. It was canceled on December 7, 2011, by the Secretary of
State for nonpayment. Slight Worlds, Inc. (Slight Worlds) was
formed in 2011 listing Han as the owner. Top86, Inc. (Top 86)
was formed in 2013 listing Yue Fang “Jessica” Qui as the owner.
2
The articles of incorporation for Rivers Promo Solution and
Top86, as well as the statement of information for River Promo,
Inc. and Slight Worlds, list the exact same address and suite
number in Whittier, California, as the address for all listed
officers and for process serving for each company.
The articles of incorporation for Top86 were created and
filed by accountant Kathy Liang. All 2014 tax returns for the
alleged alter ego entities and Rivers Garment, Inc., another
company owned by Han, were prepared and filed by Kathy Liang,
the same person that prepared and filed Top86’s articles of
incorporation. The tax return documents also list the same
Whittier business address and suite number.
B. The Underlying Lawsuit
In 2014, respondent Capture MFG, Inc. (Capture), a
promotional products company, contracted with Top86 to supply
large inflatable figures to be displayed at movie theatres in
conjunction with the release of the major animated motion
picture “Big Hero 6.” Capture employee Shane Ball set up the
contract through e-mail correspondence with someone he
understood to be an employee of Top86 named Ken Morey or
Mori.
Shortly after the first set of inflatable figures was shipped,
Capture learned that some of the units were not holding air.
Capture had to rush to fix and replace the defective units in time
for the movie premier date. There was communication on this
issue each day from September to November 2014 between Ball
and Top86 contacts he understood to be Morey and Jessica Qui.
Ball also spoke with Top86 contacts named Brenda and Tiffany
about the project.
3
An employee of Han’s, Henry Diaz, reached out to Ball
during the same period to solicit business, and Capture came to
understand that Han had some relationship with Top86. When
Top86 began to avoid communication and refused to release the
final shipment of units until they were paid $35,000, Ball asked
Han if he could help get the units released.
At Han’s direction, Ball ultimately paid $40,000 in a
$38,000 cashier’s check to Top86 and a $2,000 credit card
payment to Rivers Promo, Inc., and received shipment of the
outstanding units he had contracted for with Top86. Han is the
sole director and sole owner of Rivers Promo, Inc.
When Ball went to Han’s office to deliver the cashier’s
check and make the credit card payment to Rivers Promo, Inc., he
realized that Top86 employees, including Brenda and Tiffany,
were working in the same room. Diaz later testified that each of
the alleged employees of Mr. Han worked for the alleged alter ego
entities and Top86 in the same capacities. Han testified that
Brenda and Tiffany had also worked to list products for Slight
Worlds, which was incorporated during a period when Rivers
Promo, Inc., was suspended from doing business.
On November 17, 2017, Capture filed a verified complaint
against Top86, Han, and Han’s entities for breach of contract and
other claims, alleging that Han and the other entity defendants
were alter egos of Top86.
C. The First Sanctions Motion
On April 30, 2019, Capture filed a sanctions motion and
motion to compel for failure to provide discovery relating to the
alter ego allegations. This sanctions motion was unopposed. The
trial court compelled depositions and accompanying document
4
requests on June 3, 2019. The trial court also awarded sanctions
against the defendants in the amount of $17,657.50.
D. The Second Sanctions Motion and Order Finding
Alter Ego
Han subsequently appeared twice for deposition and
produced some records relating to his businesses, but failed to
complete his deposition both times, and failed to produce large
categories of court-ordered requested documents relevant to his
relationship to Top86, including bank statements, detailed
employee information for his entities, and shipping records. The
only employee information he provided was a list of names with
no designation as to who they worked for or any other
information. Han also repeatedly claimed to have no recollection
or had confusion regarding who worked for him, what his
relationship was to Top86, or what documents were in his
possession.
On December 13, 2019, Capture filed a second sanctions
motion, requesting that the trial court find “1) that Mr. Han gets
money directly and/or indirectly from Top86, Inc.; [¶] 2) Top86 a
now dissolved company was an alter ego of Mr. Han and the
Entity Defendants; [¶] 3) that Mr. Han is directly associated with
Top86, Inc.; and [¶] 4) that Mr. Han owns some portion of Top86,
Inc.”
Capture submitted an attorney declaration and exhibits in
support of the motion, attesting, among other things:
(1) Top86 used the same business address and office
location as the alleged alter ego entities.
(2) Top86 and the entity defendants used the same tax
preparer.
5
(3) Henry Diaz, a former manager for Mr. Han, was
deposed and testified that each of the alleged employees of Mr.
Han actually worked for all the alter ego entity defendants, as
well as for Top86, in the same capacities.
(4) Ball testified at his deposition that he viewed the office
location and it was a group of desks with people answering
phones for orders of promotional goods and with a large mail
shelf at the front containing boxes with the names of Top86 and
each of the entity defendants.
(5) Top86 and the other defendant entities each have the
same business model for importing promotional goods from China
for distribution in the United States.
(6) Diaz testified that some of the entity defendants were
created to keep listing these services on trade platforms, during
periods when other of the entities were banned for trademark
infringement, in order to work around the bans and maintain a
presence in the market.
(7) Bank statements provided and Han’s deposition
testimony indicate that the alleged alter ego entities controlled by
Han transfer roughly $800,000 to $1.5 million per year each to a
Chinese business affiliated with Han.
(8) The alleged alter ego entity defendant tax returns each
show gross income of more than a million dollars per year for the
years 2013–2015; but taxable amounts of less than $30,000.
The alter ego defendants attempted to file a late opposition
to the second sanctions motion on the day of the hearing. Citing
to Han’s deposition, they denied that Han or the other entity
defendants were alter egos of Top86 and claimed that wire
payments from Top86 to Han were for a “virtual office”
arrangement and that checks from Top86 to Rivers Promo, Inc.,
6
and Slight Worlds were for other transactions, but filed no
declarations or supporting exhibits in support of their attempted
opposition. They also did not deny or provide any evidence
refuting the evidence that Top86 and Han’s other companies
shared the same employees, used the same address, worked out
of the same office suite, or that the alleged alter ego entities
transferred substantial assets to overseas Chinese companies
controlled by Han.
On January 3, 2020, the day of the hearing, the trial court
ordered the opposition “lodged and not filed because it is
untimely and Plaintiff properly objects to its consideration,” but
noted in its minute order that the court had briefly reviewed the
opposition and “it nowhere states that the court’s earlier
discovery order was complied with in full.”
On January 9, 2020, the trial court entered a minute order
imposing “ ‘Issue sanctions’ ” and deeming that “[a]ll defendants
are found to be the alter egos and agents of all other defendants.”
The trial court stated that “the Motion is and at all times has
been clear as to its purpose to eliminate the ‘issue’ as well as any
evidence intended to contradict plaintiff’s claim that the
individually named defendant, defendant Hahn [sic] aka Bao, is
and at all pertinent times has been the alter ego of all of the
corporate defendants named and that each of them, due to this
connection, is and has been at the same time the alter ego of each
other with the consequence that all parties are to be regarded as
having acted as the agent principals of each other throughout all
of the times, actions and matters embraced and covered by the
Complaint(s) in this case.” On January 21, 2020, the trial court
entered a nunc pro tunc order adding $5,760 in monetary
sanctions to the January 9 order.
7
The alter ego defendants timely appealed the sanctions
order.
E. Trial and Judgment
The matter proceeded to a bench trial on February 7, 2020.
At trial, Capture voluntarily dismissed its other causes of action
and proceeded solely on its breach of contract claims. Only three
witnesses were called: Ball and another Capture employee
named Daniel Venzke by Capture, and Han by the defendants.
Defendants introduced no exhibits at trial.
With regard to Han’s relationship to Top86, the trial court
reiterated to counsel before his testimony that “[t]he court has
found that he’s the alter ego and these other companies are alter
egos of one another. A breach of contract by the company will be
deemed in this case to be a breach of contract by Mr. Han as a
result of the earlier ruling.” However, the trial court stated it
would “let him try and express to the court what he feels his role
was here,” and “allow[] him to put on the record that he in
essence disagrees with the finding that he’s an alter ego.” Han
denied that he was an owner or shareholder in Top86 and
described his relationship with Top86 as one of providing a
“virtual office” and shipping services for Top86. In posttrial
briefing, the alter ego defendants argued that they could not be
alter egos of a corporation without an ownership interest being
established.
On May 7, 2020, the trial court entered judgment finding
that Top86 breached its contract with Capture and imposing
alter ego liability against the alter ego defendants in a minute
order without additional discussion of the decision.
8
The alleged alter ego defendants timely appealed from the
trial court’s judgment; this court subsequently consolidated the
appeals from the sanctions order and from the final judgment.
DISCUSSION
A. Standard of Review
“In reviewing a finding of alter ego liability, we must
consider whether the trial court’s findings are supported by
substantial evidence.” (Baize v. Eastridge Companies, LLC
(2006) 142 Cal.App.4th 293, 302.) The determination of whether
a corporation is an alter ego of an individual or other
organization is ordinarily a question of fact for the trial court and
will not be disturbed if it is supported by substantial evidence.
(Misik v. D’Arco (2011) 197 Cal.App.4th 1065, 1072; Las Palmas
Associates v. Las Palmas Center Associates (1991) 235 Cal.App.3d
1220, 1248 (Las Palmas).)
In reviewing for substantial evidence, “we resolve all
conflicts in the relevant evidence ‘against the appellant and in
support of the order.’ ” (Sonora Diamond Corp. v. Superior Court
(2000) 83 Cal.App.4th 523, 535 (Sonora Diamond).) Substantial
evidence may be contradicted or uncontradicted; “[t]he appellate
court has no power to judge the effect or value of the evidence, to
weigh the evidence, to consider the credibility of witnesses, or to
resolve conflicts in the evidence or in the reasonable inferences
that may be drawn from the conflicts.” (Wells Fargo Bank, N.A.
v. Weinberg (2014) 227 Cal.App.4th 1, 8.) Accordingly, an
appellant raising a claim of insufficiency of the evidence assumes
a “ ‘daunting burden’ ”: “The test ‘is simply whether there is
substantial evidence in favor of the respondent. If this
“substantial” evidence is present, no matter how slight it may
appear in comparison with the contradictory evidence, the
9
judgment must be upheld. As a general rule, therefore, we will
look only at the evidence and reasonable inferences supporting
the successful party, and disregard the contrary showing.’ ”
(People v. Overstock.Com, Inc. (2017) 12 Cal.App.5th 1064, 1079.)
The doctrine of implied findings applies to the trial court’s
alter ego findings because the alter ego defendants did not
request a statement of decision. (Shaw v. County of Santa Cruz
(2008) 170 Cal.App.4th 229, 267.) We thus “presume[] the trial
court made all necessary findings supported by substantial
evidence.” (Acquire II, Ltd. v. Colton Real Estate Group (2013)
213 Cal.App.4th 959, 970 (Acquire II).) The doctrine of implied
findings is “a natural and logical corollary” to (1) the presumption
of the correctness of the judgment; (2) the fact that all
intendments and presumptions are made in favor of that
correctness; and (3) the appellant’s burden of demonstrating error
with an adequate record. (Fladeboe v. American Isuzu Motors
Inc. (2007) 150 Cal.App.4th 42, 58 (Fladeboe).)
We review discovery sanctions orders for abuse of
discretion. (New Albertsons, Inc. v. Superior Court (2008) 168
Cal.App.4th 1403, 1422.) “An abuse of discretion occurs if, in
light of the applicable law and considering all of the relevant
circumstances, the court’s decision exceeds the bounds of reason
and results in a miscarriage of justice.” (Ibid.)
B. Law of Alter Ego
The alter ego defendants challenge the sufficiency of the
evidence to support the trial court’s finding that they were alter
egos of Top86, and contend that the sanctions order was improper
because it found Han and his entities to be alter egos of Top86
without finding that they were stockholders in Top86.
10
An alter ego determination is an equitable finding that
rests in the trial court’s discretion as a question of fact. (Las
Palmas, supra, 235 Cal.App.3d at p. 1248; Stark v. Coker (1942)
20 Cal.2d 839, 846 [“the doctrine is essentially an equitable one
and for that reason is particularly within the province of the trial
court”].) The doctrine pierces a corporation’s ordinary status as a
legal entity distinct from its shareholders, officers, and directors
“where an abuse of the corporate privilege justifies holding the
equitable ownership of a corporation liable for the actions of the
corporation.” (Sonora Diamond, supra, 83 Cal.App.4th at p. 538.)
“Under the alter ego doctrine, . . . when the corporate form is
used to perpetrate a fraud, circumvent a statute, or accomplish
some other wrongful or inequitable purpose, the courts will
ignore the corporate entity and deem the corporation’s acts to be
those of the persons or organizations actually controlling the
corporation, in most instances the equitable owners.” (Ibid.)
“There is no litmus test to determine when the corporate
veil will be pierced; rather the result will depend on the
circumstances of each particular case.” (Mesler v. Bragg
Management Co. (1985) 39 Cal.3d 290, 300.) However, there are
two general requirements to pierce the corporate veil and hold
the equitable owners or parties actually controlling the
organization responsible for the corporation’s conduct: “ ‘(1) that
there be such unity of interest and ownership that the separate
personalities of the corporation and the individual no longer exist
and (2) that, if the acts are treated as those of the corporation
alone, an inequitable result will follow.’ ” (Ibid.; accord, Sonora
Diamond, supra, 83 Cal.App.4th at p. 538.) “[W]hile the doctrine
does not depend on the presence of actual fraud, it is designed to
prevent what would be fraud or injustice, if accomplished.
11
Accordingly, bad faith in one form or another is an underlying
consideration and will be found in some form or another in those
cases wherein the trial court was justified in disregarding the
corporate entity.” (Associated Vendors, Inc. v. Oakland Meat Co.
(1962) 210 Cal.App.2d 825, 838 (Associated Vendors).)
Although an alter ego finding depends on the specific
circumstances of each case, courts have identified a host of
factors that may be considered in applying the alter ego doctrine,
including: “Commingling of funds and other assets, failure to
segregate funds of the separate entities, and the unauthorized
diversion of corporate funds or assets to other than corporate
uses [citations]; the treatment by an individual of the assets of
the corporation as his own [citations]; the failure to obtain
authority to issue stock or to subscribe to or issue the same
[citations]; the holding out by an individual that he is personally
liable for the debts of the corporation [citations]; the failure to
maintain minutes or adequate corporate records, and the
confusion of the records of the separate entities [citations]; the
identical equitable ownership in the two entities; the
identification of the equitable owners thereof with the domination
and control of the two entities; identification of the directors and
officers of the two entities in the responsible supervision and
management; sole ownership of all of the stock in a corporation
by one individual or the members of a family [citations]; the use
of the same office or business location; the employment of the
same employees and/or attorney [citations]; the failure to
adequately capitalize a corporation; the total absence of corporate
assets and undercapitalization [citations]; the use of a
corporation as a mere shell, instrumentality or conduit for a
single venture or the business of an individual or another
12
corporation [citations]; the concealment and misrepresentation of
the identity of the responsible ownership, management and
financial interest, or concealment of personal business activities
[citations]; the disregard of legal formalities and the failure to
maintain arm’s length relationships among related entities
[citations]; the use of the corporate entity to procure labor,
services or merchandise for another person or entity [citations];
the diversion of assets from a corporation by or to a stockholder
or other person or entity, to the detriment of creditors, or the
manipulation of assets and liabilities between entities so as to
concentrate the assets in one and the liabilities in another
[citations]; the contracting with another with intent to avoid
performance by use of a corporate entity as a shield against
personal liability, or the use of a corporation as a subterfuge of
illegal transactions [citations]; and the formation and use of a
corporation to transfer to it the existing liability of another
person or entity [citations].” (Associated Vendors, supra, 210
Cal.App.2d at pp. 838–840; see generally Sonora Diamond,
supra, 83 Cal.App.4th at p. 538–539; Zoran Corp. v. Chen (2010)
185 Cal.App.4th 799, 811.) “No one characteristic governs, but
the courts must look at all the circumstances to determine
whether the doctrine should be applied.” (Sonora Diamond, at
p. 539.) Generally, where alter ego has been found, “several of
the factors mentioned were present.” (Associated Vendors, at
p. 840.)
C. Sufficient Evidence Supports the Trial Court’s
Findings of Alter Ego and Implied Finding that Han Was
an Equitable Owner of Top86
Within this framework, we consider the trial court’s
findings that Han and the other entity defendants were alter egos
13
of Top86, resolving all conflicts in the evidence in favor of
Capture. Several of the factors itemized by the court in
Associated Vendors are present in this case: Evidence was
presented that Top86 and the Han entities used the same
address and office suite, employed the same employees, and used
the same tax preparer. Plaintiff was told to make payments to
Top86 by delivering a check to Han and to secure delivery of
Top86’s contracted products by paying additional funds to Rivers
Promo, Inc., indicating a unity of interest and comingling of
funds. Han’s refusal to provide detailed employee records, bank
statements, or comprehensive transaction records between Top86
and the other entities suggests the concealment and
misrepresentation of the identity of the responsible ownership,
management and financial interest. The overlap in employees,
identical business models, and lack of detailed employment
records or written business agreements between the entity
parties indicates disregard of legal formalities and the failure to
maintain arm’s length relationships among related entities.
Finally, the payment of funds overseas to Han’s Chinese business
interests and very low claimed profits suggest a pattern of
improper diversion of corporate assets to Han’s individual
benefit.
This commingling of funds, employees, tax preparer, and
office space among Top86 and the alleged alter ego identities,
combined with Han’s bad faith behavior and evidence of Han’s
sole control and underreporting of income of the alleged alter ego
identities and overseas diversion of funds, is sufficient to
establish such unity of interest and ownership that the separate
personalities of the corporation and the individual no longer
14
exist—the first of the two requirements necessary for a finding of
alter ego.
The second requirement, that an inequitable result will
follow if the acts are treated as those of Top86 alone, is also
supported by substantial evidence. The timing of Diaz reaching
out to Ball just as Top86 was refusing to release its shipment
without payment is suspicious; and Han’s direction to Ball to pay
funds to Rivers Promo, Inc., to secure release of Capture’s
outstanding products, combined with Han’s persistent refusal to
produce relevant documents about his entities, employees, and
relationship with Top86 gives rise to an inference of bad faith and
the conclusion that Han manipulated the corporation in order to
avoid the liability that was bound to accrue to Top86 for its
breach. The payment of funds to Rivers Promo, Inc., for
“mediating” the situation with Top86 appears to have occurred
for the purpose of Han capturing the final Capture payment at a
premium through a different corporate entity under his control.
It would be inequitable to allow Han and his affiliated entities to
use the corporate form to shield himself from liability in this
manner. The trial court’s findings of alter ego are sufficiently
supported by the evidence.
Appellants’ core argument is that the trial court made no
finding on the “threshold question” of whether Han or the other
entity defendants were stockholders of Top86. It is true that
“[t]he unity of ownership and interest demonstrated in the two
personalities is reflected in the ownership by the individual in
the stock of the corporation; when it is absent, the alter ego
doctrine is generally unavailable.” (CADC/RADC Venture 2011-1
LLC v. Bradley (2015) 235 Cal.App.4th 775, 788, citing Riddle v.
Leuschner (1959) 51 Cal.2d 574, 580 [finding no “unity of interest
15
and ownership” between individual defendant and alleged alter
ego corporations where it was “undisputed that he held none of
the stock, and there is no evidence that he had any interest as an
owner in the business operated by either of the two
corporations”].) “Under California law, ‘[o]wnership is a pre-
requisite to alter ego liability, and not a mere “factor” or
“guideline” ’ ” (Bradley, at p. 788), although an owner who owns
even one single share of corporate stock may be subject to alter
ego liability “provided that the alter ego doctrine is otherwise
applicable.” (Riddle, at p. 580.)
However, any argument based on the trial court’s failure to
make an express finding that Han or the alter ego entity
defendants were equitable owners of Top86 is waived because the
alter ego defendants never asked for a statement of decision and
the trial court did not provide one, contrary to appellants’
mischaracterization on appeal that the judgment minute order
was a “statement of decision.” “A party’s failure to request a
statement of decision when one is available has two
consequences. First, the party waives any objection to the trial
court’s failure to make all findings necessary to support its
decision. Second, the appellate court applies the doctrine of
implied findings and presumes the trial court made all necessary
findings supported by substantial evidence.” (Acquire II, supra,
213 Cal.App.4th at p. 970.) “The question then becomes whether
substantial evidence supports the implied factual findings.”
(Fladeboe, supra, 150 Cal.App.4th at p. 48.)
The doctrine of implied findings thus “requires us to infer
the trial court impliedly made every factual finding necessary”
(Fladeboe, supra, 150 Cal.App.4th at p. 48) to conclude that Han
and the defendant entities were alter egos of Top86, including
16
that they were “the persons or organizations actually controlling
the corporation, in most cases the equitable owners” (Sonora
Diamond, supra, 83 Cal.App.4th at p. 538). Accordingly, we infer
the trial court made an implied finding that Han and his
companies had some degree of equitable ownership and actual
control of Top86, despite the fact that Han was not named as a
stockholder on the corporate documents. This implied finding is
supported by substantial evidence. In particular, that Han’s
employees worked for all of the entities in the same capacities,
that his employees expressly presented themselves to Ball as
employees of Top86, and that Ball was able to secure shipment of
the products Capture had ordered from Top86 by delivering
payment to Han and to Rivers Promo, Inc., when Top86’s
purported managers stopped responding to his communication,
indicates that Han had equitable ownership and actual control
over Top86. Our conclusion, as it must, does not reweigh the
evidence or the trial court’s credibility determination.
Moreover, given Han’s persistent refusal to produce court-
ordered documents, complete deposition, or give detailed
employee information relevant to his actual relationship with
Top86—including providing a partial list of employee names with
no information on their job title, duties, or which corporation they
worked for, and repeatedly claiming confusion or lack of
recollection regarding who worked for him in what capacity—the
trial court was entitled to conclude that Han was concealing an
ownership interest in Top86. (See Lopez v. Watchtower Bible &
Tract Society of New York, Inc. (2016) 246 Cal.App.4th 566, 605
[“When a party does not produce ordered documents, the court is
entitled to infer the documents would contain evidence damaging
to that party’s case”].) Appellants argue that alter ego should
17
apply “only when the ends of justice so require.” (Mesler, supra,
39 Cal.3d at p. 301.) Here, given Han’s persistent bad faith
behavior and abuse of discovery, the ends of justice also support
the trial court’s implied finding that he was an equitable owner of
Top86 and that the alter ego doctrine should apply.
Because there was substantial evidence to support the trial
court’s express and implied findings that Han was an equitable
owner of Top86, that he and his other entities had a unity of
interest with Top86, and that it would be inequitable to treat
Top86’s breach of contract as the action of the corporation alone,
the trial court’s sanctions order was not improper and the
judgment is affirmed.
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DISPOSITION
The order appealed from in B304711 is affirmed. The
judgment appealed from in B306043 is affirmed. Capture MRG,
Inc., is awarded its costs on appeal.
NOT TO BE PUBLISHED.
LUI, P. J.
We concur:
CHAVEZ, J.
HOFFSTADT, J.
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