Filed 3/3/23 Mendoza v. Martinez CA2/3

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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION THREE

STEPHANIE MENDOZA,

Plaintiff and Appellant,

v.

JOEY C. MARTINEZ et al.,

Defendants and Respondents.

B314778

(Los Angeles County

Super. Ct. No. BC620761)

APPEAL from an order of the Superior Court of 

Los Angeles County, Terry Green, Judge. Affirmed.

Law Offices of Michael N. Berke and Michael N. Berke; 

RCM Legal and Roy C. Manukyan for Plaintiff and Appellant.

Diem Law and Robin L. Diem; Johnson Oakleaf and Wade 

C. Johnson for Defendants and Respondents.

 ̳ ̳ ̳ ̳ ̳ ̳ ̳ ̳ ̳ ̳ ̳ ̳ ̳ ̳ ̳ ̳ ̳ ̳ ̳ ̳ ̳ ̳ ̳ ̳ ̳ ̳ ̳ ̳
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Stephanie Mendoza appeals from an order denying her 

motion to amend a judgment to include alleged alter egos. 

Mendoza obtained a judgment against RBD Real Estate 

Development, LLC (RBD, LLC), and later sought to amend the 

judgment to add Renovations Builders & Developers, Inc. (RBD,

Inc.) and Joey Martinez, the principal of both RBD, LLC and 

RBD, Inc., as alter ego debtors. 

Mendoza primarily contends that the trial court misapplied 

the controlling legal principles in denying her motion to amend 

the judgment to include Martinez as an alter ego debtor. She 

also contends that the trial court failed to consider evidence of 

the unity of interest between RBD, LLC and RBD, Inc. For the 

reasons described below, we find no reversible error and thus 

affirm the trial court’s order.

FACTUAL AND PROCEDURAL BACKGROUND

I. The lawsuit and stipulated judgment 

On May 27, 2016, Mendoza filed a complaint against 

Martinez and RBD, LLC. The complaint alleged several causes of 

action, including breach of contract, breach of fiduciary duty, and 

fraud. The complaint alleged that Martinez, on behalf of himself 

and RBD, LLC, solicited funds from Mendoza to help develop 

parcels of real property. According to the complaint, Martinez 

borrowed money from Mendoza to avoid defaulting on payments 

owed to contractors and suppliers, and made promises to her, 

later broken, to induce her financial assistance.

For example, the complaint alleged that Mendoza loaned 

Martinez money in reliance on his promise to make her a partner 

in the development projects, to include her name on the title to 

the properties being developed, and to execute promissory notes 
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and deeds of trust in her favor to secure repayment of the loans. 

The complaint further alleged that Martinez did not follow 

through on any of those promises.

On December 7, 2016, Mendoza, Martinez, and RBD, LLC 

filed a stipulated judgment in favor of Mendoza and against RBD,

LLC in the amount of $285,923.96. The stipulated judgment also 

provided that Martinez “shall be dismissed as to all causes of 

action with prejudice.”

Although Mendoza was able to collect $29,095.79 pursuant 

to a writ of attachment on RBD, LLC’s bank account, she was 

unable to collect the remainder of the judgment. Then, in June 

2017, RBD, LLC filed a certificate of dissolution signed by 

Martinez with the California Secretary of State. As described 

below, Mendoza attempted to collect the remainder of the 

judgment by enforcing a writ of attachment against a property 

formerly owned by RBD, LLC, but that effort was unsuccessful.

II. Motion to amend the judgment and opposition

A. Mendoza’s motion to amend the judgment

In September 2019, Mendoza conducted a judgment debtor 

exam of Martinez. Martinez testified that RBD, LLC was created 

at the request of investors who helped finance his development of 

properties on Goldenrod Avenue and Isabella Terrace in Corona 

Del Mar. RBD, Inc. was Martinez’s general contracting company 

which, at least according to Martinez’s deposition testimony, “had 

nothing to do with the development of either property.”

Martinez testified that after RBD, LLC dissolved in June 

2017, RBD, Inc. repaid investors who had loaned money in 

connection with the Goldenrod and Isabella properties. When 

asked why Mendoza had not been repaid for her payment to 
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RBD, LLC, Martinez responded, “Because she hasn’t contacted 

me.”

Martinez was also questioned about certain payments 

involving him, RBD, LLC, and RBD, Inc. For example, Martinez 

acknowledged that RBD, LLC had written checks to RBD, Inc.

totaling more than $60,000, but he was unable to explain their 

purpose. RBD, LLC also paid for Martinez’s son’s college tuition, 

but Martinez could not explain why, other than noting that his 

children worked for him. When presented with several checks to 

a law firm from RBD, LLC, which included Martinez’s son’s name 

on the memo line, Martinez was unable to identify their purpose. 

RBD, LLC also paid Martinez’s son to prepare architectural plans 

even though his son was unlicensed to do so. Another check 

appeared to show that RBD, LLC paid for RBD, Inc.’s contractor’s 

license fee.

Martinez also produced RBD, LLC’s bank records, which 

showed that its account was often overdrawn or had a low 

operating balance.

Based on this information, Mendoza filed a motion to 

amend the judgment against RBD, LLC to add Martinez and 

RBD, Inc. as alter ego debtors. She included her declaration and 

the declaration of her then-counsel, Dana Leigh Cisneros. 

Mendoza’s declaration explained that although Martinez 

had assured her in text messages in March 2016 that he would 

“make good on [his] side” and would “not forget what [Mendoza] 

did for [him],” he had not repaid any of what he owed her. She 

also explained that, as noted, she was able to collect only 

$29,095.79 from the bank account of RBD, LLC pursuant to a 

writ of attachment issued at the start of her lawsuit.
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Cisneros’s declaration explained that a writ of attachment 

had issued on the same day that Mendoza filed her lawsuit in 

May 2016, which thereafter attached to the Goldenrod property.

1 

But after the writ was issued, Martinez and RBD, LLC 

transferred the Goldenrod property to a third party who brought 

an action to remove Mendoza’s lien. That action concluded with a 

settlement agreement requiring Mendoza to release her lien on 

the Goldenrod property.

Cisneros’s declaration also included the transcript and 

exhibits from Martinez’s judgment debtor exam.

Mendoza’s motion argued that amendment of the judgment 

was warranted because Martinez owned and controlled both 

RBD, LLC and RDB, Inc.; held himself out as liable for RBD, 

LLC’s debts and caused RBD, Inc. to pay creditors of RBD, LLC 

after it had been dissolved; commingled assets of the two 

companies; treated the assets of RBD, LLC as his own; and had 

undercapitalized RBD, LLC.

B. Martinez’s and RBD, Inc.’s opposition 

Martinez and RBD, Inc. opposed the motion and included a 

declaration from Martinez and their counsel, Wade Johnson.

Martinez’s declaration explained that he was the president 

and sole shareholder of RBD, Inc., which was a licensed general 

building contractor. As he explained at his deposition, Martinez 

1 Although not addressed in Cisneros’s declaration, as 

discussed herein it appears the Isabella property was foreclosed 

upon prior to Mendoza recording her pre-judgment writ of 

attachment.
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formed RBD, LLC at the request of lenders2 for the purpose of 

taking title to the Goldenrod and Isabella properties. Martinez 

was also a guarantor on the notes for the purchase money for 

both properties.

According to Martinez, Mendoza and her business partner 

agreed to purchase the Isabella property for $150,000 plus the 

balance on the loans for the property, and to take possession of 

the property and pay the mortgage as rent until the sale was 

closed. Despite their agreement, Mendoza and her partner were 

unable to obtain financing for the purchase and stopped paying 

rent on the property in January 2016.

Martinez sold the Goldenrod property in July 2016, before 

he had knowledge of Mendoza’s lawsuit. The Isabella property 

was sold at auction in November 2016. Because Martinez was 

personally obligated for the deficiency, he had been making 

payments on the deficiency since that time.

When Martinez agreed to the stipulated judgment, he 

understood that Mendoza “would be looking solely to the 

Goldenrod Property for compensation.” Because there was no 

longer any purpose for RBD, LLC, and it had no assets, he 

thereafter caused it to be dissolved.

Johnson’s declaration explained that he was counsel for 

Martinez and RBD, Inc. According to Johnson, after he was 

engaged to represent Martinez he had settlement discussions 

with Mendoza’s counsel. During those discussions, Johnson and 

Mendoza’s counsel learned the Isabella property had been 

foreclosed upon prior to the recording of Mendoza’s writ of 

2 Martinez explained that he had mistakenly referred to the 

lenders as “investors” during his debtor exam.
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attachment and that the Goldenrod property had been sold 

subject to Mendoza’s attachment lien.

According to Johnson, the parties agreed to the stipulated 

judgment with the understanding that Martinez would be 

dismissed with prejudice, that Mendoza would have the money 

she collected from RBD, LLC’s bank account, and that she would 

try to collect the balance of the judgment from her lien on the 

Goldenrod property. But after judgment was entered, the new 

owners of the Goldenrod property successfully sued to have 

Mendoza’s lien equitably subordinated to their title.

Martinez and RBD, Inc. opposed Mendoza’s motion to 

include them as judgment debtors on several grounds. Among 

other things, they contended that Martinez had been induced not 

to defend the lawsuit by Mendoza’s promise to dismiss him and 

collect the judgment against RBD, LLC; that RBD, Inc. should 

not be included as a judgment debtor because it had no duty to 

intervene and defend the allegations in the lawsuit; that it would 

be inequitable to allow Mendoza to include Martinez as a 

judgment debtor after she had dismissed him with prejudice; and 

that Mendoza failed to show that Martinez had improperly 

commingled assets or undercapitalized RBD, LLC.

III. Evidentiary hearing

After the parties filed supplemental briefs, the court held a 

two-day evidentiary hearing on Mendoza’s motion to amend the 

judgment.

A. February 24, 2021 hearing

At the start of the hearing, the court and counsel discussed 

the factual background of the case, including the events leading 
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to Mendoza’s inability to enforce her lien on the Goldenrod 

property.

During their discussion, the court observed, “Now, I see it, 

because when I was reading this, I thought that we’re talking 

more of a fraudulent transfer or something more slight [sic.] of 

hand, but apparently not.” A short time later, the court asked 

the parties, “So what do you see is the issue?” Counsel for 

Mendoza replied, “The question is, was the judgment capable of 

being enforced at the time it was made? And our position, it’s 

not. There was no value in anything. Even the writ of 

attachment had no value, so—because there was no equity.”

The court responded, “But isn’t that why we hire lawyers?

. . . . [¶] But, you know, ordinarily, if there was—why would you 

enter into a judgment if there’s a stipulated judgment with both 

parties agreeing to this, if there was no way it could be fulfilled? 

You know, that—you sort of take a risk. [¶] I mean, that tells 

me that maybe her case wasn’t as strong as, you know, I might 

think. And maybe this was the best deal that counsel at the time 

could get, and then you roll the dice and see if you can get 

anything out of it.”

Later during the same discussion, counsel for Martinez 

emphasized that when the parties were negotiating the 

stipulated judgment, Mendoza’s counsel was in communication 

with the title company that insured the title on the Goldenrod 

property. According to Martinez’s counsel, his “file [was] full of email correspondence” between Mendoza’s counsel and the title 

company “discussing the merits of their claim against [the title 

company], that took place prior to the judgment, the stipulated 

judgment. There is nothing that wasn’t disclosed.”
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Mendoza then called Martinez as a witness. Martinez 

explained that he was the principal in both RBD, Inc. and RBD, 

LLC, and that he formed RBD, LLC to take title to the Goldenrod 

and Isabella properties. Mendoza and her partner later agreed to 

purchase the Isabella property by refinancing an existing loan on 

the property, to pay Martinez $150,000 as a sale profit, and to 

pay the mortgage on the property until they could obtain 

financing. But the transaction fell apart after Mendoza was 

unable to acquire financing. By then, Mendoza had paid 

Martinez a total of $250,000, approximately $130,000 of which 

was rent. Martinez characterized the remaining $120,000 as 

“hard money.” 

Martinez also described several other loans he obtained 

related to the Isabella and Goldenrod properties, and his efforts 

with Mendoza to secure financing for those properties. But in 

November 2016 one of his lenders foreclosed on the Isabella 

property and acquired title. 

At the end of the first day of the hearing, the court noted 

that its prior impression of the case was that “Ms. Mendoza went 

and gave money to Mr. Martinez to invest in property.” However, 

the court observed that Mendoza was “an active participant, and 

this just didn’t work out. And, you know, now, . . . the settlement 

[makes] a little more sense. But if everybody knew it was going 

on, and there were evaluations of the strength and weakness of 

the cases, and it just didn’t work out, it’s hard for me to find a 

way to say that, as a matter of law, that Mr. Martinez should be 

added to the judgment.”

The court further stated that “one of the main reasons for 

piercing a business veil and having individual liability is that 

injustice will result, if that isn’t—if that isn’t done. [¶] And it’s 
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hard here to say that there’s an injustice, if everybody knew, or 

their agents knew, maybe Ms. Mendoza didn’t appreciate the 

legalities or maybe her lawyer didn’t tell her or maybe her lawyer 

didn’t know. But unless you point to something that is nefarious 

here, it could be very hard to say that injustice will result if I 

don’t add Mr. Martinez to the judgment.”

The next day, Martinez’s counsel filed a declaration 

attaching correspondence between him, Mendoza’s counsel, and 

the title company. The correspondence between Mendoza’s 

counsel and the title company, occurring prior to the entry of the 

stipulated judgment, indicates the title company disputed 

Mendoza’s ability to enforce her lien against the Goldenrod 

property.

B. April 20, 2021 hearing

At the second day of the hearing, the court stated that it 

was “trying to understand where the fraud is.” It likewise 

emphasized that it “was wondering what did Mr. Martinez do or 

say that was a misrepresentation or fraudulent? . . . Let’s face it. 

It is odd to apply alter ego to a settlement.”

Later, the court said to Mendoza’s counsel, “I’m trying to 

understand what Mr. Martinez did that was dishonest. What did 

he do that fooled the lawyer and fooled your client?” The court 

stressed that “if [Martinez] had looted the company the day 

before the judgment and then the company was a shell and he 

misrepresented the assets of the company, then I agree with you. 

I absolutely agree with you, but I’m saying this is the kind of 

thing which I look for in an alter ego. [¶] You know, where is the 

lying and cheating?”

The court also stated that “what makes this thing so odd, it 

appears to be a fully negotiated settlement. I mean, fully 
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negotiated with emails going back and forth between multiple 

lawyers involved. [¶] Unless you can show me that Mr. Martinez 

engages in sleight of hand, I see no reason to disrupt this 

settlement. It’s a bargained-for deal.”

Martinez then continued his testimony. Among other 

things, he explained the purpose of the payments from RBD, LLC 

to RBD, Inc., which he was asked about during his debtor exam. 

He testified that the payments were for construction services

provided by RBD, Inc. to RBD, LLC. He also acknowledged that 

RBD, LLC’s tax returns reflected an income of $76,443 in 2016, 

and a loss of $3,451 in 2017.

That testimony then prompted the court to observe the 

absence of evidence that Martinez misled Mendoza about the 

finances of RBD, LLC. The court stated, “So did [counsel for 

Mendoza] ask [counsel for Martinez] for the books? I mean, if I 

were her counsel and we were negotiating and I had my client in 

negotiation—especially cutting loose the principal and instead 

having some businesses as the part of the cash cow, I would want 

to see what the balance was up to and as close to December of 

2015 as humanly possible. [¶] Then, suddenly, if in January 

2017, it all vanished, then I might have a fraudulent conveyance 

or a fraud. But, I mean, there’s simply no evidence here that I

have seen that [counsel for Mendoza] asked that question or that 

[counsel for Martinez] misled [her].”

After some additional discussion, Martinez testified that he 

dissolved RBD, LLC because he “wasn’t using it anymore.” 

Although he intended to continue developing properties, 

Martinez believed that RBD, LLC’s reputation had been 

tarnished in connection with the foreclosure of the Isabella 

property.
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At the conclusion of Martinez’s testimony, counsel for 

Martinez pointed out that Martinez was a guarantor on the 

purchase money loans for the Isabella property, which explains 

why RBD, Inc. had been repaying the loans after RBD, LLC 

dissolved.

Mendoza testified next. She explained that she and her 

business partner invited Martinez to be a partner in their real 

estate development firm because Martinez had construction 

experience. Mendoza thereafter wrote checks and paid cash to 

Martinez to cover outstanding mortgage payments and 

construction costs related to the Isabella and Goldenrod 

properties. She understood that in exchange for her payments, 

once the Isabella and Goldenrod properties sold she would share 

in the profit and recoup her investments.

The court then observed that “Ms. Mendoza is a 

sophisticated businessperson. She brought a partner into her 

firm, it sounds to me like, without doing any due diligence at all, 

and the firm is now paying these expenses for a fellow partner on 

firm property. [¶] Am I wrong on that?” Mendoza’s counsel 

replied, “No.”

Mendoza also described further efforts by her and Martinez 

to develop the Isabella property and other properties. But by 

April 2016, Mendoza said the communications between her and 

Martinez “broke down.” She attempted to meet with Martinez to 

discuss repayment of her investments, but she never heard back 

from him.

Mendoza then described the circumstances surrounding the 

settlement of her lawsuit against Martinez and RBD, LLC. At 

that time, she was aware only of RBD, LLC, not RBD, Inc. Her 

counsel advised her that Martinez and RBD, LLC would release 
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the funds attached in RBD, LLC’s bank account, and that she 

could “go after his development company, RBD, LLC. And I had 

no idea that that was not a company that was going to continue 

doing what it did in Corona Del Mar.” Regarding the Goldenrod 

property, she was advised “that since title blatantly missed my 

lien, that that would be one avenue that we could pursue, but it 

was not the only avenue. It was never advised that it was the 

only avenue.” She also testified that she was unaware that the 

Isabella property “had gone under and went into default.” Last, 

she explained that following the entry of the stipulated judgment

against RBD, LLC, she was sued by the title company regarding 

her lien on the Goldenrod property. The litigation with the title 

company lasted two years.

C. Court’s ruling

The court issued an oral ruling at the conclusion of the 

second day of hearing. Because the court’s subsequent minute 

order does not contain the court’s reasoning, and because 

Mendoza’s appeal focuses on the court’s statements during the 

evidentiary hearing, we include the court’s pertinent statements 

at the conclusion of the hearing:

“It sounds to me, as I said, that [Martinez and Mendoza] 

had made an atrocious series of business deals that sank them. 

And I don’t see any documentation, partnership agreement, or 

any sort of agreement, which would make Mr. Martinez liable for 

this. I mean, you bring in partners, and sometimes they work 

out, and sometimes they end up being a nightmare. . . .

“But, you know, be that as it may, Mr. Martinez, for 

whatever reason, decided to settle. And then the question was 

what were the expectations of the parties as to why there was 
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going to be a settlement and why these specific terms, how it was 

going to be paid. . . .

“I mean, the deal that the prior counsel had is very clear 

when you read the emails with [Martinez’s counsel]. It’s very 

clear what the deal was. The expectations were that Ms. 

Mendoza apparently had no illusions as to how deep Mr. 

Martinez’s pockets were and that the terms of the settlement 

reflect the strengths of the case.

“I mean, as I said, I don’t understand the liability Mr. 

Martinez had to that firm. The liability would be to the firm. I 

don’t understand what that liability would be, which explains 

partly why they held out for having him dismissed with 

prejudice. . . . .

“And then they go after the property in Corona Del Mar, 

Goldenrod. And certainly prior counsel had a theory whereby—

and she was pretty sure of herself, and she may be right. You 

think she was right all along. She may have been right, but the 

judge didn’t buy it, and that happens. It happens when you get 

involved in lawsuits, and there were, you know, title companies 

and whatever.

“And everything was known up front. Everything was 

known up front. I read through the emails, and I think the day 

before the settlement, they had an email from the title company 

that told—. . . . [¶] [Mendoza’s counsel]—you know, telling her 

to pound sand; they’re referring it to outside counsel for 

litigation. And knowing that, the plaintiff went ahead with the 

deal. That’s the deal. And, frankly, it’s sort of reflected in the 

merits of the underlying case.

“It would not be fair, as I understand it, to add Mr. 

Martinez back into the case after there was a negotiated 
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settlement whereby he was dismissed with prejudice, and where I 

feel that negotiated settlement reflected the merits of the 

underlying case.

“So I’ve never heard of an alter ego case where you bring 

someone in who has been dismissed with prejudice, especially 

here where it reflects ongoing extensive negotiations.”

Later, counsel for Mendoza asked to address the 

relationship between RBD, Inc. and RBD, LLC. The court 

responded, “Yeah, but I don’t see—that’s only important if there 

was some fraud here. If he emptied these corporations with the 

intent to deprive Ms. Mendoza of the ability to satisfy the 

judgment, and you know, I don’t see that. There were six months 

whereby Ms. Mendoza could have gotten to the entity and tried to 

satisfy it, but she didn’t.”

Following further discussion, the court stated: “But, you 

know, what makes this case so unusual is that the lead 

defendant, the person who has the ability to go out and make 

money, was dismissed with prejudice. That’s what makes it so 

odd and, frankly, makes it so difficult to bring him back into the 

case when the parties reached a negotiated settlement to the 

contrary. [¶] You know, I don’t know what more I can say.”

Last, the court stated, “I’ve seen these alter ego cases, and 

we see them actually more than you might realize after verdicts. 

And the ones that I have are the ones where there’s been, you 

know, some degree of lying, cheating, stealing, and equity 

demands that we disregard this entity so the victim can be made 

whole.

“But, again, what makes this—I hate to say it over and 

over again because I’ve never seen it. This a case where the 
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person you want to bring back into the case has been, after 

extensive negotiation, dismissed with prejudice.

“I’ve just never seen that. So I mean, it’s an interesting 

case, no question about that. But I don’t see it. Frankly, I don’t 

think it’s a close case. I just don’t think it’s a close case. He was 

dismissed with prejudice, and now I see why. [¶] . . . [¶]

“Okay. Look guys, that’s my decision.”

The court’s minute order dated the same day states, in 

relevant part: “The Court will not add Joey Martinez into this 

action.”

IV. Motion for reconsideration 

Mendoza filed a motion for reconsideration pursuant to 

Code of Civil Procedure section 1008, or in the alternative, to 

obtain a ruling on her motion to amend. She noted that the 

court’s April 20, 2021 minute order addressed her request to add 

Martinez as a judgment debtor, but not RBD, Inc.

On June 24, 2021, the court held a hearing on Mendoza’s 

motion, but the transcript of the hearing is not part of the record.

That same day, the court issued a minute order denying the 

motion for reconsideration and stating that the “Order on 

Plaintiff’s [m]otion to amend judgment to add alter egos Joey 

Martinez and [RBD, Inc.] to judgment is signed, filed and 

incorporated herein.” It also signed and filed the order denying 

Mendoza’s motion to add Martinez and RBD, Inc. as judgment 

debtors. On June 28, 2021, the court clerk served a copy of the 

June 24, 2021 minute order on the parties.

Mendoza filed a notice of appeal on August 13, 2021.
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DISCUSSION

Mendoza raises several challenges to the trial court’s 

decision denying her motion to amend the judgment. First, she 

contends the court erred by weighing the merits of her claims 

against Martinez and her subsequent dismissal of Martinez with 

prejudice. Second, she contends the court erred by requiring her 

to show evidence of fraud or wrongful intent by Martinez or RBD, 

LLC. Last, she contends the court erred by failing to consider the 

evidence of unity of interest between RBD, LLC and RBD, Inc.

Martinez and RBD, Inc. (hereinafter respondents) contend 

that Mendoza’s appeal is untimely, that the trial court’s order is 

supported by substantial evidence, and that the court did not 

commit legal error. They also contend Mendoza forfeited and 

waived her appeal.

I. Timeliness of appeal

Because the timeliness of Mendoza’s appeal is a 

jurisdictional issue, we address that issue first. (See Drum v. 

Superior Court (2006) 139 Cal.App.4th 845, 849.)

Mendoza’s notice of appeal states that she appeals from an 

order entered on June 24, 2021. As noted earlier, the court 

issued two orders on that date: a minute order denying 

Mendoza’s motion for reconsideration and denying her motion to 

amend the judgment, and a separate signed order denying her 

motion to amend the judgment. According to respondents, 

Mendoza’s notice of appeal concerns only the denial of her motion 

for reconsideration, because the court’s April 20, 2021 minute 

order had already denied Mendoza’s motion to amend the 
18

judgment.3 Respondents further contend that Mendoza’s notice 

of appeal is untimely under California Rules of Court, rule 

8.108(e), which concerns the time to appeal where a party “serves 

and files a valid motion to reconsider” an appealable order under 

Code of Civil Procedure section 1008, subdivision (a). (Cal. Rules 

of Court, rule 8.108(e).)

We conclude that Mendoza’s appeal is timely. If we 

construe Mendoza’s notice of appeal as an appeal from the June 

24, 2021 order denying her motion to amend the judgment—the 

most logical conclusion given the sequence of events in the trial 

court—her notice of appeal was timely.

4 That is because the 

shortest possible deadline for Mendoza to have appealed that 

order was 60 days from June 24, 2021, and she filed her notice of 

appeal on August 13, 2021. (See Cal. Rules of Court, rule 

8.104(a)(1).) 

3 Mendoza counters that the April 20, 2021 minute order 

denied her request to add Martinez as a judgment debtor, but left 

unresolved her request to add RBD, Inc. as a judgment debtor. 

She thus contends that her subsequent motion, although styled 

in part as a motion for reconsideration, was in effect a motion to 

obtain a final ruling. She further argues that the resulting June 

24, 2021 order should be treated as the court’s initial order on her 

motion to amend the judgment, not an order denying her motion 

for reconsideration. We need not address this argument because, 

as discussed herein, we find the appeal timely even with respect 

to the April 20, 2021 order.

4 The parties do not dispute that an order denying a motion 

to amend a judgment to include alter ego judgment debtors is an 

appealable order. (See Misik v. D’Arco (2011) 197 Cal.App.4th 

1065, 1071 [order denying motion to amend judgment to add alter 

ego judgment debtor is appealable].) 
19

But even if we assume, as respondents contend, that the 

court had already denied Mendoza’s motion to amend the 

judgment on April 20, 2021, and that the court’s June 24, 2021 

order only concerned her motion for reconsideration, we would 

still conclude that her appeal is timely. We take several steps to 

reach that conclusion. 

The order denying Mendoza’s motion for reconsideration 

was not a separately appealable order. (See Code Civ. Proc., 

§ 1008, subd. (g) [“An order denying a motion for reconsideration 

made pursuant to subdivision (a) is not separately appealable.”]; 

Chango Coffee, Inc. v. Applied Underwriters, Inc. (2017) 11 

Cal.App.5th 1247, 1254 [“we conclude an order denying a 

renewed motion under [Code of Civil Procedure] section 1008, 

subdivision (b) is nonappealable”].) Nonetheless, we must 

liberally construe a notice of appeal in favor of its sufficiency if 

doing so would not prejudice a respondent. (See Walker v. Los 

Angeles County Metropolitan Transportation Authority (2005) 35 

Cal.4th 15, 20 [construing notice of appeal from nonappealable 

post-judgment order as encompassing underlying appealable 

judgment].) 

We find that respondents would not suffer prejudice if we 

construed Mendoza’s notice of appeal as encompassing the court’s 

April 20, 2021 minute order denying Mendoza’s motion to amend 

the judgment. Indeed, the court’s June 24, 2021 minute order 

clearly addressed Mendoza’s motion to amend the judgment, 

stating that the “[o]rder on Plaintiff’s [m]otion to amend 

judgment to add alter egos Joey Martinez and [RBD, Inc.] to 

judgment is signed, filed, and incorporated herein . . . .” Also, the 

parties have focused their briefs on the merits of the court’s 

ruling denying Mendoza’s motion to amend the judgment. 
20

Furthermore, Mendoza’s notice of appeal is timely with 

respect to the April 20, 2021 minute order. The record fails to 

indicate that either the court clerk or a party served a “Notice of 

Entry” of judgment or a filed-endorsed copy of the April 20, 2021 

minute order, which would have triggered a 60-day deadline to 

file a notice of appeal. (See Cal. Rules of Court, rule 

8.104(a)(1)(A)–(B).) Mendoza therefore had 180 days to appeal 

the court’s April 20, 2021 order, i.e., until October 18, 2021.5 (See 

Cal. Rules of Court, rule 8.104(a)(1)(C).) Hence, her August 13, 

2021 notice of appeal was timely.6

II. Applicable law and standard of review

“The trial court is authorized to amend a judgment to add 

judgment debtors. [Citation.] The judgment may be amended to 

add additional judgment debtors on the ground that a person or 

entity is the alter ego of the original judgment debtor. [Citation] 

5 180 days from April 20, 2021, was October 17, 2021. That 

was a Sunday, so Mendoza had until the following day to appeal. 

(See Code Civ. Proc., §§ 10, 12.)

6 Respondents’ reliance on California Rules of Court, rule 

8.108(e) is misplaced. That rule extends the time to appeal if 

“any party serves and files a valid motion to reconsider an 

appealable order” under Code of Civil Procedure section 1008, 

subdivision (a). (See Cal. Rules of Court, rule 8.108(e).) But 

California Rules of Court, rule 8.108 “operates only to extend the 

time to appeal otherwise prescribed in rule 8.104(a); it does not 

shorten the time to appeal.” (Cal. Rules of Court, rule 8.108(a).) 

Because we have concluded that Mendoza’s appeal is timely 

under California Rules of Court, rule 8.104(a), we need not reach 

respondents’ argument regarding the timeliness of Mendoza’s 

appeal under California Rules of Court, rule 8.108(e). 
21

It is an equitable procedure based on the theory that the court is 

not amending the judgment to add a new defendant but is merely 

inserting the correct name of the real defendant. [Citation.] The 

decision to grant an amendment lies in the sound discretion of 

the trial court. [Citation.] Great liberality is allowed in granting 

such amendments.” (Relentless Air Racing, LLC v. Airborne 

Turbine Ltd. Partnership (2013) 222 Cal.App.4th 811, 815

(Relentless).)

To prevail in a motion to add judgment debtors, the moving

party must show that “(1) the parties to be added as judgment 

debtors had control of the underlying litigation and were 

virtually represented in that proceeding; (2) there is such a unity 

of interest and ownership that the separate personalities of the 

entity and the owners no longer exist; and (3) an inequitable 

result will follow if the acts are treated as those of the entity 

alone.” (Relentless, supra, 222 Cal.App.4th at pp. 815–816.)

“Factors for the court to consider include identical equitable 

ownership, comingling of funds, use of the same offices, disregard 

of formalities, and use of one entity as a mere shell for the affairs 

of another.” (Butler America, LLC v. Aviation Assurance Co., 

LLC (2020) 55 Cal.App.5th 136, 146 (Butler).) “An important 

factor in determining alter ego liability is that a corporate entity 

is so undercapitalized that it is likely to have no sufficient assets 

to meet its debts.” (Ibid.) “When considering the application of 

the alter ego doctrine to a particular situation, it must be 

remembered that it is an equitable doctrine and, though courts 

have justified its application through consideration of many 

factors, their basic motivation is to assure a just and equitable 

result.” (Alexander v. Abbey of the Chimes (1980) 104 Cal.App.3d 

39, 48.)
22

“The decision to grant an amendment to add additional 

judgment debtors is reviewed for an abuse of discretion.” (Butler, 

supra, 55 Cal.App.5th at p. 146.) Even that deferential standard 

of review, however, requires that we examine whether the court 

applied the correct legal principles in exercising its discretion. 

(See Sargon Enterprises, Inc. v. University of Southern California

(2012) 55 Cal.4th 747, 773 [“ ‘Action that transgresses the 

confines of the applicable principles of law is outside the scope of 

discretion and we call such action an “abuse” of discretion.’ ”].)

Respondents contend that we should review the trial 

court’s denial of Mendoza’s motion to amend the judgment for 

substantial evidence. (See, e.g., Misik v. D’Arco, supra, 197 

Cal.App.4th at p. 1072 [noting that existence of alter ego is 

“ ‘ordinarily a question of fact’ ” and that “ ‘conclusion of the trier 

of fact will not be disturbed if it is supported by substantial 

evidence’ ”]; Alexander v. Abbey of the Chimes, supra, 104 

Cal.App.3d at p. 47 [because determination of alter ego status “is

primarily one for the trial court and is not a question of law, the 

conclusion of the trier of fact will not be disturbed if it is 

supported by substantial evidence”].) However, Mendoza does 

not contend the trial court’s order lacks adequate factual support. 

Rather, she contends the court misapplied the controlling legal 

principles for determining whether to amend a judgment to 

include an alter ego debtor. Thus, once we are satisfied that the 

court applied the correct legal principles, we examine its ultimate 

determination for an abuse of discretion. (See Relentless, supra, 

222 Cal.App.4th at p. 815.)

Finally, Mendoza’s appeal is governed by familiar 

principles of appellate review. “ ‘A judgment or order of the lower 

court is presumed correct. All intendments and presumptions are 
23

indulged to support it on matters as to which the record is silent, 

and error must be affirmatively shown.’ ” (Denham v. Superior 

Court (1970) 2 Cal.3d 557, 564, italics omitted.) “We presume the 

trial court followed applicable law.” (Cahill v. San Diego Gas & 

Electric Co. (2011) 194 Cal.App.4th 939, 956.)

III. The trial court did not misapply the alter ego 

doctrine

Mendoza argues that the trial court misapplied the 

controlling legal principles for determining whether to include 

Martinez as an alter ego judgment debtor. According to 

Mendoza, the court erred by weighing the merits of her claims 

against Martinez and by relying on her dismissal of Martinez 

with prejudice. She further contends the court erred by requiring 

her to show evidence of fraud or wrongful intent by Martinez or 

RBD, LLC. As discussed below, we reject her arguments.

Regarding her first contention, Mendoza focuses our 

attention on statements by the trial court during the evidentiary 

hearing suggesting that it believed Mendoza’s underlying claims 

against Martinez lacked merit. Mendoza emphasizes that the 

trial court did not have all the relevant evidence before it to 

evaluate the merits of her claims against Martinez, and that it 

should not have looked beyond the terms of the stipulated 

judgment to determine if it reflected a “ ‘fair’ resolution of the 

case.” As Mendoza puts it, “when a case ends via a stipulated 

judgment, the case is over. There is no more inquiry into the 

underlying facts.”

Before analyzing her argument, we observe that Mendoza’s 

heavy reliance on the trial court’s statements during the 

evidentiary hearing is at odds with the settled principle that “oral 

remarks or comments made by a trial court may not be used to 
24

attack a subsequently entered order or judgment.” (Transport 

Ins. Co. v. TIG Ins. Co. (2012) 202 Cal.App.4th 984, 1009; see also 

Farwell v. Sunset Mesa Property Owners Assn., Inc. (2008) 163 

Cal.App.4th 1545, 1552 [“Opinions voiced by the trial court are to 

be distinguished from the trial court’s decision; the opinions 

voiced by the trial court do not furnish any basis for an attack on 

an otherwise correct decision.”].) Thus, it is the trial court’s final 

order, not its statements at the evidentiary hearing, that is the 

subject of our review. Nevertheless, in the interests of justice we 

consider Mendoza’s arguments.

We agree with Mendoza that Martinez’s lack of personal 

liability on the underlying claims would not have been a 

sufficient ground to deny Mendoza’s motion to amend the

judgment to include him as an alter ego debtor. (See, e.g., Favila 

v. Pasquarella (2021) 65 Cal.App.5th 934, 943–944 [rejecting 

argument that it was “unfair” to add defendant as alter ego 

judgment debtor after she obtained summary judgment in her 

favor]; Danko v. O’Reilly (2014) 232 Cal.App.4th 732, 749–752

[amending judgment to include alter ego debtor “was unrelated to 

the liability determinations made at trial,” and thus not barred 

by directed verdict in favor of defendant]; Wells Fargo Bank, N.A. 

v. Weinberg (2014) 227 Cal.App.4th 1, 6–8 [trial court’s 

sustaining of demurrer in favor of defendant did not bar it from 

later adding defendant as alter ego judgment debtor].) 

But based on our review of the transcript from the 

evidentiary hearing, we are not persuaded that this was a basis 

for the trial court’s ruling. Rather, we view the court’s ruling as 

based primarily on its conclusion that because Mendoza 

voluntarily agreed to dismiss Martinez from the lawsuit with 

prejudice and to obtain a judgment against only RBD, LLC, 
25

denying her the ability to enforce the judgment against Martinez

would not lead to an inequitable result. We are not convinced 

that the trial court’s ruling was outside the bounds of its wide 

discretion here. (See Zoran Corp. v. Chen (2010) 185 Cal.App.4th 

799, 811 [alter ego doctrine “ ‘is essentially an equitable one and 

for that reason is particularly within the province of the trial 

court’ ”]; Alexander v. Abbey of the Chimes, supra, 104 Cal.App.3d 

at p. 46 [“the conditions under which the corporate entity may be 

disregarded vary according to the circumstances in each case and 

the matter is particularly within the province of the trial court”].) 

That is especially so given the evidence that Mendoza was 

represented by counsel during the lawsuit, including during 

negotiations over the stipulated judgment; the absence of 

evidence that Mendoza was prevented from evaluating the 

finances and assets of Martinez or RBD, LLC prior to agreeing to 

the stipulated judgment; the evidence that Mendoza and 

Martinez both understood that she would enforce the stipulated 

judgment against the Goldenrod property, not Martinez; and the 

evidence that Mendoza understood, prior to dismissing Martinez 

with prejudice, that the title company disputed her ability to 

enforce the judgment against the Goldenrod property—in other 

words, she clearly understood the risks associated with that 

strategy.

The cases cited by Mendoza regarding the effect of a 

stipulated judgment do not warrant a different conclusion. If 

anything, they suggest that Mendoza should be held to the terms 

of the stipulated judgment, which provided for Martinez’s 

dismissal with prejudice. (See California State Auto. Assn. InterIns. Bureau v. Superior Court (1990) 50 Cal.3d 658, 663 

[“stipulated judgments bear the earmarks both of judgments 
26

entered after litigation and contracts derived through mutual 

agreement”]; A. J. Industries, Inc. v. Ver Halen (1977) 75 

Cal.App.3d 751, 759 [“A settlement contract has the attributes of 

a judgment in that it serves to bar reopening of the issues 

settled.”].) Mendoza herself appears to recognize as much, 

stating that the “policy in California is to uphold settlement 

agreements and stipulated judgments, not to systematically 

question their validity during judgment enforcement.” Upholding 

the stipulated judgment is precisely what the trial court did here:

It disallowed Mendoza’s attempt to add Martinez as a judgment 

debtor contrary to her earlier agreement to dismiss him from the 

action with prejudice.

Mendoza also discusses Butler in support of her argument, 

noting that Butler did not rely on whether the settlement 

agreement at issue in that case was “ ‘fully bargained’ ” by the 

parties. We find Butler distinguishable. In Butler, the parties 

settled a lawsuit by agreeing that the defendant would pay the 

plaintiff the greater of a fixed sum or a percentage of defendant’s 

“ ‘revenue and income interest’ ” in a contract relating to the 

management and leasing of jet engines. (Butler, supra, 55 

Cal.App.5th at p. 140.) But the defendant did not disclose during 

negotiations over the settlement that a separate corporate entity, 

not the defendant, was a party to the contract; that there was no 

written agreement regarding the income the defendant would 

receive under the contract; and that for a year after the contract 

was made it generated no income for the defendant. (Id. at p. 

141.) After the defendant ceased making payments pursuant to 

the settlement agreement, the trial court entered a stipulated 

judgment in favor of the plaintiff as required by the terms of the 

settlement agreement. (Id. at p. 140.) The trial court thereafter 
27

granted the plaintiff’s motion to amend the judgment to add alter 

ego debtors. (Id. at p. 139.) 

That neither the trial court nor the Court of Appeal in 

Butler relied on the bargained-for nature of the underlying 

settlement agreement makes sense in the context of that case. In 

affirming the amendment of the judgment to include alter ego 

debtors, the Court of Appeal agreed with the trial court’s ruling 

that the defendant’s fraudulent concealment relating to the jet 

engine contract rendered the settlement agreement’s release 

unenforceable. (Butler, supra, 55 Cal.App.5th at pp. 143–145.) 

As the Court of Appeal emphasized, the defendant “knew the 

facts, but failed to disclose them. The entire transaction reeks of 

fraud on [defendant’s] part.” (Id. at p. 144.) 

By contrast, nothing in the record here suggests any 

similar concealment regarding the parties’ negotiation of the 

stipulated judgment. To the contrary, the evidence before the 

trial court demonstrated that Mendoza clearly understood the 

risks associated with dismissing Martinez with prejudice and 

instead seeking to enforce the judgment against RBD, LLC, and 

in particular, the Goldenrod property.

For a similar reason, we disagree with Mendoza that the 

trial court required her to show fraud or wrongful intent to 

prevail in her motion to amend the judgment. In support of her 

argument, Mendoza focuses our attention on remarks by the trial 

court during the evidentiary hearing noting the absence of 

evidence of fraud, concealment, or other bad faith conduct by 

Martinez or RBD, LLC aimed at avoiding satisfaction of the

judgment or misleading Mendoza about their finances or assets.

It is correct, as Mendoza points out, that the “inequitable 

result” prong of the alter ego test does not require the party 
28

seeking to amend a judgment to demonstrate fraud or bad faith. 

(See Triyar Hospitality Management, LLC v. WSI (II)–WHP, LLC

(2020) 57 Cal.App.5th 636, 642–643 (Triyar) [rejecting argument 

that “there must be some conduct amounting to bad faith that 

makes it inequitable to hide behind the corporate form”]; 

Relentless, supra, 222 Cal.App.4th at p. 816 [“The trial court 

erred in requiring Relentless to prove that the Fultons acted with 

wrongful intent.”].)

But again, based on our review of the transcript from the 

evidentiary hearing we are not persuaded that the trial court 

required Mendoza to show fraud or wrongful intent to prevail in 

her motion to amend the judgment. Rather, we understand the 

trial court’s statements as reflecting its view that because 

Mendoza was not misled during her negotiations over the 

stipulated judgment, and understood the risks associated with 

her strategy of enforcing the judgment against RBD, LLC, and 

particularly the Goldenrod property, there was nothing 

inequitable about her later inability to enforce the judgment 

against RBD, LLC. (See Sonora Diamond Corp. v. Superior 

Court (2000) 83 Cal.App.4th 523, 539 [“[d]ifficulty in enforcing a 

judgment or collecting a debt does not satisfy” the inequitable 

result prong of alter ego test].) Mendoza’s reliance on Triyar and 

Relentless is thus misplaced. Neither case involved the unique 

circumstances presented here, namely, a plaintiff’s attempt to 

amend a judgment to add a party as an alter ego debtor after 

having negotiated a stipulated judgment dismissing that very 

same party with prejudice.

7 

7 After oral argument, Mendoza notified us of the decision in 

JPV 1 L.P. v. Dan Koetting (Feb. 7, 2023, A163491) __
29

In sum, the trial court did not abuse its discretion in 

denying Mendoza’s motion to amend the judgment to include 

Martinez as an alter ego debtor. 

IV. Reversal is not warranted due to the trial court’s 

purported failure to consider unity of interest

Mendoza contends the trial court erred by failing to 

consider the evidence of unity of interest between RBD, LLC and 

RBD, Inc. She also argues that such evidence showed that RBD, 

Inc. “was nothing more than a mere continuation of RBD, LLC.”

We need not reach these arguments. As noted above, a 

party seeking to amend a judgment to add an alter ego debtor 

must establish three elements, and unity of interest is only one of 

those elements. (See Triyar, supra, 57 Cal.App.5th at p. 641;

Relentless, supra, 222 Cal.App.4th at pp. 815–816.) Hence, even 

if the trial court erred regarding its determination of the unity of 

interest between RBD, LLC and RBD, Inc., Mendoza would still 

need to demonstrate that the trial court erred in its 

determination of the other alter ego elements as applied to RBD, 

Inc. (See Denham, supra, 2 Cal.3d at p. 564 [“order of the lower 

court is presumed correct” and “error must be affirmatively 

shown”]; Butler, supra, 55 Cal.App.5th at p. 146 [“In addition to 

showing a unity of ownership, the moving party must show an 

inequitable result will follow if the acts are treated as those of the 

entity alone.”].)

Cal.App.5th __ [2023 WL 1791966]. (See Cal. Rules of Court, rule 

8.254.) We are not persuaded that it applies here. Like Triyar

and Relentless, it did not involve a plaintiff’s attempt to add a 

party as an alter ego judgment debtor after having voluntarily 

dismissed that same party with prejudice. 
30

Mendoza’s briefs address only the unity of interest prong of 

the alter ego test regarding RBD, Inc. Because Mendoza has 

failed to identify any error regarding the other prongs, she cannot 

demonstrate reversible error regarding the trial court’s decision 

to deny amendment of the judgment to include RBD, Inc. as an 

alter ego debtor.8 (See Soule v. General Motors Corp. (1994) 8 

Cal.4th 548, 574 [error “does not warrant reversal unless there is 

a reasonable probability that in the absence of the error, a result 

more favorable to the appealing party would have been 

reached”].)

V. Sanctions are not warranted

Respondents contend that Mendoza forfeited her appeal by 

filing an opening brief that does not describe the evidence 

supporting the trial court’s order; by filing appendices that 

included the reporter’s transcripts from the evidentiary hearing

but did not include her notice of appeal; and by failing to include 

in the record on appeal the transcript from the hearing on her 

motion for reconsideration. Respondents further argue that 

Mendoza waived her appeal by agreeing in the stipulated 

judgment that “[e]ach party hereby expressly waives any and all 

appellate rights.” Because we have concluded that Mendoza’s 

8 Mendoza’s briefs also fail to identify any error regarding 

the trial court’s determination of the first and second prongs of 

the alter ego test regarding Martinez. Although we have already 

rejected Mendoza’s arguments regarding the trial court’s denial 

of her motion to amend the judgment to include Martinez as an 

alter ego debtor, we note that this is an additional ground to 

affirm the trial court’s order.
31

arguments do not warrant reversal, we need not reach these 

contentions. 

Citing these same arguments, and the claim that 

Mendoza’s appeal was untimely, respondents’ brief also requests 

sanctions against Mendoza. We deny the request because 

respondents failed to file a separate sanctions motion.9 (See Cal. 

Rules of Court, rule 8.276(b)(1); Cowan v. Krayzman (2011) 196 

Cal.App.4th 907, 919 [“Sanctions cannot be sought in the 

respondent’s brief.”].)

9 Although we deny respondents’ sanctions request, we 

remind Mendoza that a notice of appeal is a required component 

of an appellant’s appendix. (See Cal. Rules of Court, rule 

8.124(b)(1)(A) [requiring appellant’s appendix to include “[a]ll 

items required by rule 8.122(b)(1)”]; Cal. Rules of Court, rule 

8.122(b)(1)(A) [requiring clerk’s transcript to include notice of 

appeal].)
32

DISPOSITION

The trial court’s order denying Mendoza’s motion to amend 

the judgment is affirmed. The request of Martinez and RBD, Inc. 

for sanctions is denied. Martinez and RBD, Inc. shall recover 

their costs on appeal.

NOT TO BE PUBLISHED IN THE OFFICIAL 

REPORTS

EDMON, P. J.

We concur:

LAVIN, J.

EGERTON, J.