Filed 9/8/22 IQ Holdings v. Krablin CA2/6

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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 SIX

IQ HOLDINGS, INC.,

 Plaintiff, Cross-Defendant 

and Appellant, 

v.

JOHN R. KRABLIN et al., 

 Defendants, CrossComplainants and Respondents.

2d Civ. No. B307034

(Super. Ct. No. 17CV04706)

(Santa Barbara County)

John R. Krablin (Krablin), a general contractor, and his 

company, Krablin Enterprises, LLC, performed construction and 

design work on a renovation project for IQ Holdings, Inc. (IQ). 

Dissatisfied with Krablin’s expense accountings, IQ sued him for 

damages. Krablin cross-complained. 

Following a six-day bench trial, the court concluded it was 

“essentially a case . . . of complete failure to communicate” and 

denied all requested relief. Among other things, the court found 

the testimony of Pradeep Yohanne Gupta (Gupta), IQ’s chief 
2

executive officer, was at times “significantly lacking in 

credibility” and “internally inconsistent,” and also rejected IQ’s 

expert witness testimony as not “adequately complete or 

reliable.” The court acknowledged that Krablin’s final accounting

was “not perfect,” but determined it was “adequate” and that “no 

additional sums are due to be paid” to either party.

IQ contends “the trial court misapplied the law to the 

undisputed facts” and asks us to engage in de novo review. The 

purpose of the trial, however, was to resolve the many factual 

disputes. We agree with Krablin that substantial evidence 

supports the court’s resolution of those disputes and affirm on 

that basis. 

Krablin has filed two motions seeking monetary sanctions 

against IQ and/or its attorneys for (1) submitting an inadequate 

appellant’s appendix and (2) pursuing a frivolous appeal. We 

grant the first motion and order IQ’s attorneys to pay Krablin 

$15,050 to compensate him for the attorney fees incurred to 

obtain the corrected appendix. With some reluctance, we deny 

the second motion. 

FACTUAL AND PROCEDURAL BACKGROUND

In 2015, Krablin and Gupta, who were neighbors and 

friends, began discussing Krablin’s possible renovation of a 

residential property owned by IQ in Montecito.

1 It consisted of a 

main residence and several outbuildings, including a garage that 

Gupta wanted remodeled to include guest accommodations. 

Krablin advised Gupta of his significant experience as a general 

contractor and was confident he could manage the project in a 

cost-efficient manner. 

1 The property is known as the “Scarface” house because 

the 1983 movie was filmed there. 
3

IQ is a family-owned, Texas-based holding company that 

manufactures and distributes consumer products to big-box 

retailers; owns other companies, including a private equity 

investment bank; and holds a substantial number of investment 

properties. It is particularly known for bringing WD-40 to 

market. As the trial court observed, IQ “is a sizable firm with 

significant real estate holdings, and Gupta has significant 

experience in real estate development and construction, 

managing a portfolio worth many millions of dollars. IQ . . . has a 

professional staff dealing with all aspects of construction and 

property management, with an accounting department. The 

nature and extent of Krablin’s business [are] entirely different. 

Krablin worked almost exclusively on residential projects,

including some high-end projects. It was not unusual for Krablin 

to have several projects going at the same time. Krablin handled 

his own project accounting, with some help from his wife, a 

banking executive.” 

IQ and Krablin did not enter into a written contract. 

Gupta and Krablin orally agreed that Krablin would construct 

the items identified by Gupta on a cost-plus-15-percent basis, 

“and not much beyond that is certain at all.” They did agree that 

IQ would advance money for the construction and that Krablin 

would account for the expenditures. Gupta gave Krablin oral 

instructions regarding the work he wanted done. Gupta 

regularly visited the construction site, discussed the ongoing 

work with Krablin and provided him with additional funds as 

needed. As the trial court noted, “[t]his was a pet project for 

Gupta, that he took on himself, although he had access to 

professional administrative support, and even his own 

construction teams with the necessary trades to do the work.” 
4

Gupta initially was happy with Krablin’s work. After 

Krablin provided his April 2016 expense report, Gupta began 

asking for backup receipts documenting the expenditures in 

Krablin’s monthly expense reports. Krablin explained that 

providing receipts is a time-consuming task which he could not do 

while physically working each day. 

Nonetheless, in May or June 2016, at Gupta’s insistence, 

Krablin provided a file box containing the job file, contracts and 

receipts to back up his expense reports. The contents of the box 

were loose and unorganized. Gupta assured Krablin that his

“fellows” in Texas would organize the documents.

Gupta asked IQ’s in-house accountant, Raaj Ajmeri

(Ajmeri), to assist with the accounting. Ajmeri sorted through 

the documents, viewing “them in light of various [expense] 

reports provided by Krablin,” but “could not balance the books.”

After discovering a $15,000 expense belonging to another Krablin 

project, a mistake Krablin readily admitted, IQ and Gupta began 

to view Krablin “as some sort of confidence man rather than a 

contractor who is rather incompetent in his accounting.” 

Despite the accounting issues, the work on the project 

continued and was completed by August 2016. According to 

Krablin, he was never able to give IQ the accounting information 

in a format that Gupta and Ajmeri found acceptable. IQ, “for its 

part[,] sought a degree of detail that was not possible for Krablin 

to produce, and endeavored to seek for every error, and attribute 

each one to intentional malfeasance rather than ineptitude.” 

IQ’s first amended complaint (FAC) alleged causes of action 

for breach of contract, breach of the implied covenant of good 

faith and fair dealing, conversion, negligent misrepresentation, 

unfair business practices, unjust enrichment and an accounting. 
5

Krablin’s cross-complaint sought $3,091.36, which he claimed he 

was still owed for the project. 

The trial was conducted in two phases. During the first 

phase, the trial court rejected IQ’s assertion that because Krablin 

was unlicensed for a short period of time during the latter part of 

the project, he must disgorge all monies paid to him. (See Bus. & 

Prof. Code, § 7031, subd. (b).)2 The court found that Krablin had 

substantially complied with the licensing statute in good faith 

and thus was not required to disgorge the cost of the project. 

In the second phase, IQ sought to recover one-third of the 

$700,550 paid for the project. The trial court ruled against IQ on 

each of its causes of action. It disagreed that there was “an utter 

absence of support” for Krablin’s final accounting and found the 

requested “1/3 reduction to be arbitrary.” The court also entered 

judgment against Krablin on his cross-complaint, finding IQ “did 

pay what it owed for the work [Krablin] performed.” 

I. DISCUSSION

A. Standard of Review

“In reviewing a judgment based upon a statement of 

decision following a bench trial, we review questions of law de 

novo. [Citation.] We apply a substantial evidence standard of 

review to the trial court’s findings of fact. [Citation.] Under this 

deferential standard of review, findings of fact are liberally 

construed to support the judgment and we consider the evidence 

in the light most favorable to the prevailing party, drawing all 

reasonable inferences in support of the findings.” (Thompson v. 

Asimos (2016) 6 Cal.App.5th 970, 981; see Fladeboe v. American 

Isuzu Motors Inc. (2007) 150 Cal.App.4th 42, 59-60.) We do “not 

2 All statutory references are to the Business and 

Professions Code unless otherwise stated. 
6

reweigh the evidence, evaluate the credibility of witnesses or 

indulge in inferences contrary to the findings of the trial court. 

[Citations.] The substantial evidence standard of review is 

generally considered the most difficult standard of review to 

meet, as it should be, because it is not the function of the 

reviewing court to determine the facts.” (In re Michael G. (2012) 

203 Cal.App.4th 580, 589.) 

B. Substantial Evidence Supports the

Trial Court’s Factual Findings

Most of IQ’s arguments fail because they are based on the 

erroneous premise that the facts in this case are undisputed. In 

IQ’s view, the trial court erred by failing to view the evidence in 

I.Q.’s favor. For example, IQ argues that the testimony of its 

construction accounting expert, Raquel Christiansen, requires 

that Krablin refund $552,000 of the project cost. The court, 

however, discredited Christiansen’s testimony because she never 

visited the job site and had only identified costs that were 

“‘disputable’” based on her review of the documentation. Noting 

that “disputable does not necessarily mean wrong,” the court 

concluded Christiansen’s testimony was not “adequately complete 

or reliable.” 

Our function as an appellate court is not to retry the case 

or reweigh the evidence. The justification for the substantial 

evidence rule is that the trial judge, having heard the evidence, 

observed the witnesses, their demeanor, attitude, candor, or lack 

of candor, is best qualified to pass upon and determine the 

factual issues presented by their testimony. (See Jackson v. 

Maguire (1969) 269 Cal.App.2d 120, 121 (Jackson) [“It is 

hornbook law that an appellate court cannot retry the case but is 

bound by the conclusions and findings of the trial judge if such 

findings are supported by substantial evidence”].) 
7

1. Breach of Contract/Breach of Fiduciary Duty

IQ’s claims are based on Krablin’s alleged failure to provide 

an adequate or acceptable accounting of the project’s 

expenditures. IQ has no complaints regarding the quality of the 

design and construction. It maintains that an accounting is an 

“exact science,” that Krablin had a contractual and/or fiduciary 

duty to provide an exact accounting and that it was damaged by 

his failure to do so. 

IQ incorrectly states that the trial court did not find the 

existence of a contract between the parties. It found “[t]he 

contract was so devoid of specificity that one can only conclude 

that each party acted fairly and in good faith as they saw it.” 

Among other things, the contract did not address “[t]he many 

details covered by ordinary construction contracts such as scope 

of work, contract price, insurance, safety issues, management of 

subcontractors, liens, accounting and payments – and so very 

much more.” 

In any event, a claim for breach of contract requires proof of 

damages. (Oasis West Realty, LLC v. Goldman (2011) 51 Cal.4th 

811, 821; see Civ. Code, § 3301.) Each accounting provided by 

Krablin, as he attempted to meet IQ’s demands, varied only in 

the amount IQ owed Krablin, above and beyond the amount 

already paid. IQ did not present its own accounting showing that 

it was overcharged for labor or materials. To the contrary, Gupta 

conceded at trial that IQ’s claim for reimbursement of one-third 

of the total amount paid was “arbitrary.” In addition, as 

discussed above, the trial court disregarded Christiansen’s expert 

testimony as not “adequately complete or reliable.” 

IQ’s FAC does not include a claim for breach of fiduciary 

duty. Nor does it allege an implied-in-fact contract requiring 

Krablin to produce receipts supporting his expenditures. “‘“As a 
8

general rule, theories not raised in the trial court cannot be 

asserted for the first time on appeal; appealing parties must 

adhere to the theory (or theories) on which their cases were 

tried.”’” (American Indian Health & Services Corp. v. Kent (2018) 

24 Cal.App.5th 772, 789.) We decline to consider these issues for 

the first time on appeal. (See Zimmerman, Rosenfeld, Gersh & 

Leeds LLP v. Larson (2005) 131 Cal.App.4th 1466, 1488; Piscitelli

v. Friedenberg (2001) 87 Cal.App.4th 953, 983.) 

2. Unlawful Business Practices

IQ contends Krablin violated sections 7108 and 7111, which 

are part of the Contractors State License Law (§ 7000 et seq.; 

CSLL). These statutes generally impose recordkeeping duties on 

licensed contractors and allow for disciplinary action by the 

Contractors State Licensing Board (CSLB) for any violations. 

Section 7108 requires a licensed contractor to “substantially 

account” for the application or use of funds provided for 

construction projects. Here, the trial court found Krablin’s 

accountings to be “imperfect” but “adequate.” As previously 

noted, substantial evidence supports this finding. 

3. Accounting

IQ contends the trial court erred by rejecting his accounting 

cause of action and requests that the matter be remanded for “an 

accounting . . . to determine how much of IQ Holdings’ advanced

payments were unsubstantiated and ‘wrongly obtained’” by 

Krablin. 

An action for an accounting is a “‘means of discovery’” that 

“is consistent with the idea that a plaintiff seeking an accounting 

cannot ‘allege[] the right to recover a sum certain’ because [it]

lacks the information necessary to determine the precise amount 

that may be due.” (Sass v. Cohen (2020) 10 Cal.5th 861, 869.) An 

accounting is not due, however, when all the information is 
9

produced and offered to the trial court for adjudication of the 

parties’ competing claims. 

In Winegar v. Gray (1962) 204 Cal.App.2d 303, the court 

rejected the plaintiff’s assertion that he was entitled to an 

accounting. His claim was based on the alleged inadequacy of the 

defendant’s records. But, as in this case, the alleged 

inadequacies were offered into evidence and adjudicated by the 

trial court. (Id. at p. 315.) Having found that no monies were 

due either party, the court appropriately denied the accounting 

claim. (See ibid.) The same is true in this case. 

4. Negligent Misrepresentation

IQ asserts Krablin is liable in tort because he represented 

that he would accurately account for his project expenditures, 

“when he knew that this was false.” The trial court denied this 

claim, noting that “the parties said many things to each other. 

Both of them said things that were not true, to each other’s 

bewilderment. Which of these might be negligent 

misrepresentations could not be ascertained, in considering the 

veracity of both Defendant and Plaintiff.” 

The trial court found that Gupta’s “lengthy” testimony “was 

internally inconsistent in a variety of ways.” Among other 

things, the court did not believe his claim that “90% of his very 

large business is conducted without written contracts or other 

such documentation.” It also “was apparent to the court that 

[Gupta] was most troubled because he felt disrespected, that he 

had not received the kind of attention and communication that he 

was accustomed to receiving in the world of his IQ Holdings, Inc. 

business. He undertook the matter as a loose and undefined pet 

project, and found that . . . Krablin and his [company] did not 

conduct business in the way he anticipated.” 
10

IQ does not attempt to show that the trial court’s findings 

are unsupported by substantial evidence. Instead, it provides its 

own assessment of the evidence and the parties’ credibility and 

asks us to adopt its view of the facts. As previously discussed, we 

may not reweigh the evidence, evaluate the credibility of

witnesses or indulge in inferences contrary to the trial court’s 

findings. (In re Michael G., supra, 203 Cal.App.4th at p. 589.) 

5. Claim for Disgorgement Under Section

7031, Subdivision (b)

Section 7031, subdivision (a) of the CSLL provides that no 

person “engaged in the business or acting in the capacity of a 

contractor” can bring an action for compensation for work 

requiring a contractor's license if the person was not properly 

licensed at all times during the performance of the work.

Subdivision (b) goes further, permitting a person “who utilizes 

the services of an unlicensed contractor” to bring an action for 

disgorgement of “all compensation paid to the unlicensed 

contractor.” 

Section 7031, subdivision (e) offers contractors a “safe 

harbor” from the disgorgement provision: “[N]otwithstanding 

subdivision (b) of Section 143, the court may determine that there 

has been substantial compliance with licensure requirements 

under this section if it is shown at an evidentiary hearing that 

the person who engaged in the business or acted in the capacity 

of a contractor (1) had been duly licensed as a contractor in this 

state prior to the performance of the act or contract, (2) acted 

reasonably and in good faith to maintain proper licensure, and (3) 

acted promptly and in good faith to remedy the failure to comply 

with the licensure requirements upon learning of the failure.” 

Application of the safe harbor exception is a question of 

fact. (See ICF Kaiser Engineers, Inc. v. Superior Court (1999) 75 
11

Cal.App.4th 226, 236.) During the first phase of trial, the court 

found that Krablin “substantially complied with the licensure 

requirements . . . and was therefore duly licensed as a contractor 

at all times during his performance of the contract with [IQ].” 

The doctrine of substantial compliance applies only if all 

three requirements of section 7031, subdivision (e) are met. 

(WSS Industrial Construction, Inc. v. Great West Contractors, Inc. 

(2008) 162 Cal.App.4th 581, 588-589.) IQ argues that Krablin 

failed to meet the second prong because he did not act reasonably 

and in good faith to maintain proper licensure. Krablin claims 

substantial evidence supports the trial court’s finding on this 

issue. We agree with Krablin. 

Krablin testified that he has been a licensed general 

contractor since 1988. He began the IQ project in November 2015 

and completed most of it by August 2016. It is undisputed that 

he was licensed when he began the job and that his license 

expired on June 30, 2016. Krablin did not learn of the expiration 

until early September 2016, when he received a notice in the mail 

from the CSLB informing him that his license had expired and 

providing instructions for requesting license renewal. 

Krablin immediately contacted the CSLB to confirm the 

renewal process. As part of that process, Krablin sent a letter of 

explanation to the CSLB in which he stated, in part: “I was 

completely unaware that I had not renewed my license and I 

apologize for this. I have always renewed promptly when I 

received the renewal in the mail, but I just honestly did not see it 

at my home/office.” The CSLB accepted Krablin’s request for a 

delinquent renewal and restored his license on September 15, 

2016. 

The trial court found that Krablin acted promptly and 

reasonably in reinstating his license immediately upon being 
12

notified that his license had lapsed for non-payment due to his 

own administrative error. Once again, IQ second-guesses the 

court’s factual finding, arguing that Krablin knew his license 

expired every two years on June 30 and should have had some 

sort of “tickler” system to remind him to renew. Even if the trial 

court could have made that finding based on the evidence, we do 

not second-guess the trial court’s resolution of conflicting 

substantial evidence. (See Kunec v. Brea Redevelopment Agency

(1997) 55 Cal.App.4th 511, 518.) 

C. Krablin’s Motions for Monetary Sanctions on Appeal

1. First Motion for Sanctions

On June 29, 2021, we dismissed IQ’s appeal for failure to 

file an opening brief. We subsequently granted IQ’s motion to 

vacate the dismissal, conditioned upon its filing the appellant’s 

appendix and opening brief within five days. 

On September 2, 2021, Krablin moved to strike IQ’s 10-

volume digital appellant’s appendix for its failure to comply with 

the Rules of Court. Krablin also moved to dismiss the appeal and 

requested $15,050 in sanctions against IQ’s counsel. (Cal. Rules 

of Ct., rule 8.124(g);

3 see Ellis v. Toshiba America Information 

Systems, Inc. (2013) 218 Cal.App.4th 853, 877 (Ellis) [sanctions to 

compensate respondent for successfully moving to strike a portion 

of appellant’s appendix].) 

IQ opposed the motion, but acknowledged its appendix 

failed to comply with rules 8.124(b)(1)(A) and 8.122(b)(1) and 

sought leave of court to correct the errors. Although the 10-

volume appendix was 2,600 pages in length, it did not include the 

judgment, operative complaint, register of actions and 14 other 

necessary documents. The appendix was comprised mainly of 

3 All rule references are to the California Rules of Court. 
13

trial exhibits, many of which were not discussed in IQ’s opening 

brief or relevant to resolution of the issues on appeal. 

Agreeing the appellant’s appendix did not comply with the 

court rules, we ordered it stricken and gave IQ five days to serve 

and file a corrected appendix. IQ complied with this order. We 

denied the motion to dismiss the appeal but advised the parties 

that “[t]he court is considering granting [Krablin’s] request for

sanctions” and that “[o]ral argument on the issue of sanctions 

will be combined with oral argument on the merits of the appeal.” 

(Rules 8.276(c), 8.124(g), 8.276(e).) 

Rule 8.124(g), which is titled “Inaccurate or noncomplying 

appendix,” states: “Filing an appendix constitutes a 

representation that the appendix consists of accurate copies of 

documents in the superior court file. The reviewing court may 

impose monetary or other sanctions for filing an appendix that 

contains inaccurate copies or otherwise violates this rule.” (Bold

omitted; see Ellis, supra, 218 Cal.App.4th at p. 877.) IQ does not 

dispute that it was responsible for providing an accurate 

appellant’s appendix, and that it failed to do so. IQ ultimately 

corrected the appendix, but that correction required prompting by 

both Krablin and this Court. 

Krablin seeks $15,050 in sanctions against IQ’s counsel, 

representing 30 hours of work by his attorney, Herb Fox, at $500 

per hour. After discovering the “substantial defects” in the 

appellant’s appendix, Fox requested the sanctions to compensate 

his client for the fees incurred for Fox to “assess the inadequacies 

[in the appendix]; draft a letter to opposing counsel warning of a 

motion for sanctions unless the appendix was withdrawn and the 

appeal dismissed, and draft[] this motion for sanctions.”

IQ argues that the sanction request is “excessive.” We 

disagree. We conclude Krablin is entitled to monetary sanctions 
14

against IQ’s counsel in the amount of $15,050 to compensate him 

for the fees incurred to obtain a corrected appendix. (See Ellis,

supra, 218 Cal.App.4th at p. 877.) But for counsel’s negligence in 

preparing the appendix, the fees would have been unnecessary. 

Krablin should not have to bear that cost. 

2. Second Motion for Sanctions

On February 10, 2022, Krablin filed his second motion for 

sanctions, this time against IQ and its attorneys. Krablin 

requests $41,500, in addition to the $15,050 previously requested, 

to compensate him for having to respond to appellant’s “frivolous 

appeal,” which he claims “violates various Rules of Court and 

standards of appellate practice.” He argues that sanctions 

against IQ and its attorneys are appropriate based on their 

“prosecution of a frivolous appeal that no reasonable attorney 

would have pursued, and for violating a host of other rules, 

including the obligation of an attorney to not knowingly mislead 

a court as to the facts of a case and to present a full and fair 

rendition of the trial court proceedings.” 

On June 30, 2022, we notified IQ and its attorneys, 

pursuant to rules 8.276(a)(1), 8.276(a)(4) and 8.276(c), that we 

were considering granting Krablin’s second motion for sanctions

and gave IQ and its attorneys 10 days in which to respond to 

Krablin’s motion. (Rule 8.276(d).) We further advised that the 

issue of sanctions will be heard in conjunction with the oral 

argument on the merits and the first motion for sanctions, 

scheduled for July 13, 2022, at 1:30 p.m. (Rule 8.276(e).)

In deciding whether to award sanctions for prosecuting a 

frivolous appeal, we consider the issue both objectively (“‘whether 

any reasonable person would agree that the point is totally and 

completely devoid of merit, and, therefore frivolous’”) and 

subjectively (“the motives of the appellant and his or her 
15

counsel”). (In re Marriage of Flaherty (1982) 31 Cal.3d 637, 649-

650 (Flaherty).) In exercising our discretion, we are mindful that 

the line between a frivolous appeal and one that is merely 

meritless is often vague, and that we must proceed carefully to 

avoid chilling the right to appeal. (Id. at p. 650.) Accordingly, 

sanctions for frivolous appeals should not be used “‘in all but the 

clearest cases.’” (Ibid.)

Flaherty’s objective element is satisfied here. IQ asserts a 

standard of review that would apply in a summary judgment 

proceeding but is plainly wrong in an appeal following trial. If 

the facts were undisputed, as IQ claims, there would have been 

no need for a six-day trial in which the court resolved numerous 

factual disputes. 

Much as we are troubled by IQ’s unsupportable arguments, 

we assume that counsel’s motive was their misguided view that 

they were providing vigorous advocacy. In its reply brief, IQ 

acknowledged Krablin’s argument that “liability and damages 

depend entirely on factual and credibility issues that were 

resolved by the trial court,” but reiterated its view that we “can 

decide the issues on this appeal without weighing conflicting 

evidence or testimony.” IQ fails to appreciate that, as an 

appellate court, we are “bound by the conclusions and findings of 

the trial judge if such findings are supported by substantial 

evidence.” (Jackson, supra, 269 Cal.App.2d at p. 121.) 

We do not find the presence of Flaherty’s subjective element 

and accordingly discharge the order to show cause without 

imposition of sanctions. The issuance of that order, however, 

should warn IQ’s counsel that another court may interpret 

adherence to a baseless position as a deliberate 

misrepresentation of the law, constituting bad faith under 

Flaherty. 
16

DISPOSITION

The judgment is affirmed. Respondents shall recover their 

costs on appeal.

Respondents’ first motion for sanctions, filed September 2, 

2021, is granted. Appellant’s counsel of record are ordered to pay 

respondents sanctions in the amount of $15,050 within 15 days 

after the remittitur issues in this appeal.

Respondents’ second motion for sanctions, filed February

10, 2022, is denied. 

Upon issuance of the remittitur, the Clerk of this Court 

shall send a copy of this opinion to the California State Bar to 

report that judicial sanctions were imposed against appellant’s 

counsel, Steven A. Blum (State Bar No. 133208) and Gary Ho

(State Bar No. 229995). (§ 6086.7, subd. (a)(3); Rule 10.1017.) 

NOT TO BE PUBLISHED.

PERREN, J.*

We concur:

GILBERT, P.J. 

 YEGAN, J.

* Retired Associate Justice of the Court of Appeal, Second 

Appellate District, assigned by the Chief Justice pursuant to 

article VI, section 6 of the California Constitution.
17

Colleen K. Sterne, Judge

Superior Court County of Santa Barbara

______________________________

Blum Collins & Ho, Steven A. Blum and Gary Ho, for 

Plaintiff, Cross-Defendant and Appellant. 

The Law Office of Herb Fox, Herb Fox, for Defendants, 

Cross-Complainants and Respondents.