Integration Finding is Factual, With the Trial Court’s Determination Being Binding on Appeal.
Whether several contracts relating to the same matters and between the same parties are integrated is a factual question. As the next decision we look at demonstrates, the resolution of this initial question may also dispose of a decision on whether fees under Civil Code section 1717 are justified.
The case is Preferred Western Collection, Inc. v. Upper Group, Inc., Case No. D052067 (4th Dist., Div. 1 Mar. 26, 2010 (unpublished), involving a contractual dispute over nonpayment in a Lakeside project known as Rios Canyon Ranch. Eventually after a month-long bench trial (yikes!), plaintiff won $31,900.81 and a defendant won nothing on its cross-complaint against other parties. Plaintiff and one of winning cross-complaint parties were denied their attorney’s fees and costs in this litigation odyssey, appealing this denial to the Fourth District, Division 1.
The appeal did not get them their intended results.
The reason that the fee denial was affirmed is because the lower court determined that the operative contract allowing recovery was one without a fees clause. Although there were different agreements and these agreements can be found to be integrated under the right circumstances, this is a factual determination for the trier of fact. (Brookwood v. Bank of America, 45 Cal.App.4th 1667, 1675 (1996); Lynch v. Bank of America N.T.&S. Assn., 2 Cal.App.2d 214, 222-223 (1934).) The lower court’s determination that different agreements were separate, and that the germane one did not contain a fees clause, pretty much sealed the deal—section 1717 does not authorize recovery where a contract fails to contain an attorney’s fees clause.
Integrated Circuit. Wikipedia.