Judge: Laura A. Seigle, Case: 20STCV32129, Date: 2022-08-23 Tentative Ruling

Case Number: 20STCV32129    Hearing Date: August 23, 2022    Dept: 15

[TENTATIVE] ORDER RE MOTION TO BIFURCATE

            Defendant Ultramar Inc. filed a motion to bifurcate and have a bench trial first on the issue of the interpretation of a provision in the 1988 Asset Purchase Agreement before the jury trial proceeds on the remaining issues.  Defendant filed the motion pursuant to Code of Civil Procedure sections 592, 598, and 1048.  Section 592 states that an issue of law must be first disposed of.  Section 598 states the court may determine that a trial on an issue shall precede the trial of other issues.  Section 1048 allows a court to order a separate trial of an issue to avoid prejudice or when it will be conducive to expedition and economy.

            The provision of the contract at issue concerns the liabilities Ultramar assumed when it took over the refinery.  Under that provision, the purchaser of the refinery assumed (i) all liabilities, claims, losses, damages, deficiencies and obligations . . . accruing or arising out of events, acts or omissions taking place on or after the Closing Date and relating to the Assets or the business or operations of the Refinery, . . . .  [A] claim shall be deemed to have ‘accrued’ prior to the Closing Date if all the facts or events comprising such claims are present prior to the Closing Date, whether or not an action shall have been brought or threatened to be brought with respect to such claim.”

            Defendant contends it assumed only liability from “events or omissions that take place after the [1988] closing date, which could not include decedent’s exposure to asbestos occurring between 1979 and 1982 when the facility was operated by Champlin Oil.”  (Motion at p. 5.)  Plaintiff contends Ultramar assumed “liability for claims that accrue after the closing date.”  (Opposition at p. 4.)

“Juries are not prohibited from interpreting contracts.  Interpretation of a written instrument becomes solely a judicial function only when it is based on the words of the instrument alone, when there is no conflict in the extrinsic evidence, or when a determination was made based on incompetent evidence.”  (City of Hope National Medical Center v. Genentech, Inc. (2008) 43 Cal.4th 375, 395.)  “But when . . . ascertaining the intent of the parties at the time the contract was executed depends on the credibility of extrinsic evidence, that credibility determination and the interpretation of the contract are questions of fact that may properly be resolved by the jury.”  (Ibid.) 

Defendant did not discuss the extrinsic evidence that the parties may use to support their interpretation of the contract, did not show there is no such extrinsic evidence, and did not show that there is no conflict in any such extrinsic evidence.  Defendant did not identify the witnesses who will testify about the contract and the issues relevant to interpretation.  Defendant did not identify the exhibits it will use to prove its interpretation of the contract.  Therefore, Defendant did not show that the trial court, as opposed to a jury, must interpret the contract.  As for the order of the trial, it is up to the trial court to decide the order in which issues should be tried.

The motion is DENIED.

The moving party is to give notice.