Filed 11/27/23

CERTIFIED FOR PUBLICATION

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION EIGHT

HERMAN YEE, 

Plaintiff and Respondent,

v.

PANROX INTERNATIONAL 

(USA), INC.,

Defendant and Appellant;

ANN HON,

 Defendant and Respondent.

 B321037

 Los Angeles County

 Super. Ct. No. KC068890

APPEAL from an order of the Superior Court of 

Los Angeles County, Peter Hernandez, Judge. Affirmed.

Eric M. Schiffer and Ronald P. Slates for Defendant and 

Appellant.

Goldstein, Gellman, Melbostad, Harris & McSparran, 

Brian E. Soriano and Vladie P. Viltman for Plaintiff and 

Respondent Herman Yee.
2

Law Offices of Julia Sylva and Julia Sylva; Acker & 

Whipple, Stephen Acker for Defendant and Respondent Ann Hon.

____________________

Ann Hon and Herman Yee worked together in Hon’s 

company, but they sued each other when their relationship 

ended. Their litigation turned up a lien on one of their homes—a 

lien in favor of a long-suspended corporation called Panrox 

International (USA), Inc. A third-party attorney heard about the 

lien, revived Panrox, and entered the litigation between Hon and 

Yee, claiming Hon and Yee owed Panrox $141,000 from a 1995

debt. Hon and Yee said their debt to Panrox was resolved in 

1999. In 2022, the trial court ruled for Hon and Yee. Panrox 

appealed. We affirm. The Panrox debt was settled 24 years ago. 

I

We journey back in time.

A

In the early 1990s, Hon and Yee developed a personal 

relationship. Hon owned a small clothing business called ANC 

Apparel Inc. that imported from China. Yee began helping Hon 

run ANC. The two explored business possibilities with Panrox, 

which was a subsidiary of a company in China. 

In 1995, ANC and Panrox agreed on a business deal. The 

financing would involve two homes Hon and Yee owned. We 

explain about these two houses, which are at the heart of the 

case.

In 1993, Hon bought a home in San Francisco. In 1994, 

Hon and Yee moved from San Francisco to Los Angeles, but Hon 

kept her San Francisco house. Yee bought a home in Los Angeles 

County, where he and Hon lived from 1994 to 2007. Yee added 

Hon’s name to the title of his Los Angeles home in 2002.
3

On April 20, 1995, Hon, Yee, and Panrox wrote out a plan 

for the Panrox/ANC business relationship. This document, 

written in Chinese, has a title translated as “BUSINESS 

COOPERATION OF JEAN APPAREL MANUFACTURE 

CONTRACT.” By referring to “monthly sample orders and 

purchase orders,” this document seemed to envision an ongoing 

relationship between Panrox and ANC: Panrox would 

manufacture apparel in China and ANC would be its U.S. sales 

agent. 

On June 1, 1995, ANC and Panrox made their arrangement 

concrete. ANC and Panrox signed a sales contract for 12,000 

denim jackets: 3,000 each of four different styles. The payment 

terms were these: in return for mortgages on two houses for 

$141,000, Panrox agreed to manufacture 12,000 jackets and to 

ship them from China to California. The signature for Panrox 

appears to be by one Benjamin Yang, who also appears in our 

record as Benjamin Biao Yang, or Biao Yang. In the 1990s, Yang 

was a director and the secretary for Panrox.

This $141,000 figure appears repeatedly in our record, as 

will appear.

Following this June 1, 1995 contract, Yee and Hon signed a 

separate personal guaranty promising to pay the $141,000. Their 

guaranty stated Yee’s and Hon’s $141,000 debt would be secured 

via a deed of trust. The date on this guaranty was August 3, 

1995.

On this same date, Yee gave Panrox a deed of trust to his 

Los Angeles house to secure the $141,000 debt. This deed listed 

Panrox as beneficiary, Yee as trustor, and a title company as 

trustee.
4

On the same day and for the same purpose, Hon gave 

Panrox a deed of trust to her San Francisco house. The San 

Francisco deed, also in the sum of $141,000, listed Panrox as 

beneficiary, Hon as trustor, and the same title company as 

trustee.

Panrox argues to us, without contradiction, that deeds 

against both properties were necessary because neither property 

had enough equity to cover the $141,000 debt. 

Later in 1995, Panrox recorded both deeds as liens against 

the respective houses. 

It will become significant that the San Francisco deed bore 

a recording date of October 10, 1995 and a recording number of 

95-F867388. This date and number would identify this recorded 

deed with particularity.

Panrox delivered the 12,000 jackets in October 1995. ANC 

defaulted on the $141,000 payment. Panrox swiftly took action 

against Hon and Yee: on November 16, 1995, it executed a notice 

of default and election to sell under the deed of trust against 

Hon’s San Francisco house. Biao Yang signed this document as 

Secretary of Panrox. This was the first step in Panrox’s nonjudicial foreclosure against Hon’s San Francisco house. 

Represented by attorney Ronald Slates, Panrox sent a settlement 

letter to Hon’s attorney on February 5, 1996. This letter did not 

trigger a settlement. 

Hon and Yee took the offensive against Panrox. They went 

to court to stop its foreclosure efforts. 

Hon sued Panrox in San Francisco Superior Court on 

February 13, 1996. This suit alleged Panrox had breached the 

underlying contract by using “illegal employees” and 

“undocumented workers” in violation of United States laws. 
5

Hon’s San Francisco complaint sought to block the foreclosure 

sale of her San Francisco house.

One day later, Yee likewise sued Panrox in state court. Yee 

decided to sue in Los Angeles. This case number was KC022178. 

It appears the parties gave the trial court a copy of this 

complaint, which seems to have been omitted from our record.

Panrox filed separate cross-complaints in the San Francisco 

and Los Angeles actions on April 4, 1996. These cross-complaints 

named the $141,000 debt and sought payment as well as judicial 

foreclosure.

Panrox’s attorney Slates substituted out in May 1996. 

Different attorneys began representing Panrox. Slates then 

disappeared from this matter for a quarter of a century. As we 

shall see, he would reappear in 2021. 

We return to the 1990s. On July 29, 1998, California’s 

Chief Justice coordinated the San Francisco and the Los Angeles 

actions and assigned them both to the Los Angeles Superior 

Court.

What happened after the two cases were coordinated and 

sent to Los Angeles? After all this time, the evidence is elliptical. 

By 2022, the official court file for case KC022178 had gone 

missing. In 2022, the archive department responded to the trial 

court’s file inquiry as follows: “FILE MISSING/UNABLE TO 

LOCATE.”

The sole official source of information we have about the 

fate of this case KC022178 is the Los Angeles Superior Court’s 

online Register Of Actions, which summarizes some data but is 

not a comprehensive explanation of the litigation’s progress.

This online source lists case KC022178 as dismissed on 

December 1, 1999.
6

By way of explanation, this source also has, with our bold 

italics, the following entries from late 1999:

● 07/08/1999 at 08:30 am in Department G, Jaeger, 

Karl W., Presiding. Motion Hearing (TRIAL 

SETTING CONFERENCE 8:30am PLAINTIFF'S 

COST MOTION 8:30am) - Case Deemed Settled at 

Settle Conf

● 07/21/1999 at 09:00 am in Department G, Jaeger, 

Karl W., Presiding. Jury Trial - Vacated

● 08/05/1999 at 08:30 am in Department G, Jaeger, 

Karl W., Presiding. Motion Hearing - Vacated

● 12/03/1999 at 11:00 am in Department G, Jaeger, 

Karl W., Presiding. OSC-Failure to File Dism. or 

Judg. - Matter Placed Off Calendar

According to this concise and official court record, then, 

case KC022178 was “deemed settled” in July 1999, and the court 

vacated all further proceedings and dismissed the case on 

December 1, 1999.

After the July 1999 settlement date, Panrox executed two 

documents. Both related to the San Francisco house alone. 

Neither mentioned the Los Angeles house.

The first was “SUBSTITUTION OF TRUSTEE BY 

BENEFICIARY” for the San Francisco house. This form made 

Panrox the new trustee, taking over for the original title company 

trustee.

The second document was a “DEED OF FULL 

RECONVEYANCE.” The deed states that all sums secured by 

the deed of trust on the San Francisco house “have been fully 

paid . . . .”
7

Both documents were notarized on November 4, 1999 and 

signed by Benjamin Biao Yang on behalf of Panrox. Both 

referred to the deed dated October 10, 1995 and numbered 

F867388, which was the document creating the lien against Hon’s 

San Francisco house. Both documents were recorded on 

February 6, 2001.

Nothing was recorded, however, to affect Panrox’s lien on 

the Los Angeles home. From every indication in our record, this 

lien was forgotten, and would remain forgotten until 2020.

Panrox ceased operation in about 1998. The State of 

California suspended Panrox on January 2, 2001 for failure to 

pay taxes. Panrox would remain suspended for 20 years, until 

Slates revived it in 2021. ANC was dissolved in early 1999.

Thus began a long period of stillness. Panrox was 

suspended; ANC was dissolved; no one took notice of the Los 

Angeles lien, and for many years the record contains no events 

pertaining to the $141,000. The $141,000 topic would resurface 

only as an unexpected byproduct of Hon’s and Yee’s acrimonious 

rupture. 

B 

Hon and Yee ended their personal and business 

relationship in 2007. This split was final and total. Yee moved 

out of the Los Angeles house. Hon stayed there. 

After 2007, Hon and Yee took to suing each other, but their 

court warfare did not move swiftly.

On June 19, 2008, Hon sued Yee in case KC053203, seeking 

partition by sale of the Los Angeles house. This case moved to 

default judgment, but the court vacated the judgment on 

December 31, 2009.
8

On November 23, 2016, Yee sued Hon in case KC068890, 

seeking relief including the partition of the Los Angeles house.

In 2020, the court in case KC068890 conducted a bench 

trial. On August 20, 2020, the court split the Los Angeles house 

value evenly between Yee on one hand and Hon (and her son) on 

the other.

To sell the Los Angeles house and to divide the proceeds, 

the court appointed a referee, who ordered a title report. On 

November 3, 2020, this report revealed the long-dormant 

$141,000 Panrox lien on the Los Angeles property.

For a reason not plain on the record, Hon’s attorney Julia 

Sylva searched out attorney Ronald Slates, who had been 

Panrox’s counsel before the July 1999 settlement. On May 3, 

2021, Sylva informed Slates of Panrox’s lien on the Los Angeles 

house. Why did Sylva do this? Yee’s attorney argues Sylva’s 

motive was “to disrupt the imminent partition sale her clients 

[Hon and her son] were facing.” Hon and Panrox do not comment 

on this argument or give a different explanation of Sylva’s reason 

for alerting Slates to the lien. Sylva’s client Hon, however, now is 

adverse to Slates’s client Panrox. Hon’s position in this appeal is 

that the Panrox deed secures a debt that has been satisfied and 

the trial court was right to invalidate Panrox’s lien.

After learning about the Los Angeles lien from Sylva, 

Slates revived Panrox for the limited purpose of prosecuting the 

case in favor of Panrox’s Los Angeles lien.

Slates tracked down Aihua Xia, who had worked for Panrox 

in the 1990s but who left Panrox in 1998. Through Slates’s 

efforts, Xia became Chief Executive Officer in 2021 of the revived 

and limited-purpose Panrox. Xia also became Chief Financial 

Officer, Secretary, Agent for Service of Process, and “the Director 
9

of Panrox.” The corporate statement of information filed with the 

California Secretary of State lists Panrox’s principal office and 

address as Slates’s law firm. This 2021 filing lists no names 

affiliated with the revived Panrox other than Slates and Xia.

Today, Panrox apparently consists only of Slates and Xia. 

Panrox’s current activities are confined to pursuing the Los 

Angeles lien.

C

On October 1, 2021, the trial court set a briefing schedule 

to resolve the validity of the Los Angeles lien. There is no sign 

Panrox objected to this briefing plan.

On October 28, 2021, Panrox filed its motion to confirm the 

validity of its Los Angeles lien. Panrox argued its Los Angeles 

deed remained valid and, with interest, entitled it to a payment 

of $514,746.58 upon sale of the Los Angeles house. Panrox’s 

motion also argued there was no evidence the debt of $141,000 

ever had been paid, and that the deed of reconveyance on the San 

Francisco house was improperly executed and therefore void.

Panrox’s motion did not object that the trial court had 

behaved unfairly by placing the burden of proof on Panrox. Nor 

did Panrox’s motion mention anything about summary judgment, 

or about how some other procedure might be preferable to the 

motion the court had ordered.

After filing its motion, Panrox conducted further discovery. 

On October 14, 2021 and again on December 14, 2021, Panrox 

deposed Hon. Before the depositions, Hon’s attorney Sylva told 

Slates that Hon “has no recollection of the business details of over 

twenty years ago and she has no documents as you request.”

At her depositions, Hon testified she did not know if anyone 

had paid $141,000 or any amount to Panrox. She had “no idea at 
10

all.” Hon did not know if Yee had made any payment to Panrox. 

In her second deposition, Hon testified she was “not too sure” if 

she had signed a settlement agreement with Panrox.

On December 15, 2021, Panrox deposed Benjamin Biao 

Yang. Yang testified he signed the Substitution of Trustee form 

and the Deed of Full Reconveyance on November 4, 1999 at the 

direction of one Yoming Sung, who was chairman of Panrox 

International and of other firms Yang termed the “stock 

controlled companies in Shanghai called Shen Shi.” Yang said 

the “mother company” of Panrox International was located in 

Shanghai, and Yang’s only contact was with the Shanghai 

headquarters: Yang had no contact with ANC. Yang said 

Yoming Sung told Yang the “headquarter company” had a 

dedicated law firm based in Shanghai that would “totally take 

care of this matter.” Yang did not participate in resolving the 

ANC dispute at arbitration; that was handled by counsel 

representing Panrox’s “mother company” and its counsel. Yang 

did not know the settlement terms because the “mother company” 

and its attorney handled the settlement. All Yang did was sign 

documents “prepared by the representing counsel of the Panrox 

over there in Shanghai.” 

Attorney Slates asked Yang, “who were the witnesses at 

the arbitration?” Yang answered, “I don’t know. You need to ask 

the mother company of Panrox who [were] representing that 

company at that time.”

The record contains no other information about this 

supposed arbitration. 

Slates also asked Yang the following: “What were the 

specific terms under which this settlement about which you are 

speaking occurred? What were the terms? What was each party 
11

supposed to do or not do?” Yang answered: “That I don’t know 

because that was totally handled by the mother company of 

Panrox and their representing attorney. Therefore, I don’t 

know.” 

Yang also testified in his 2021 deposition that he had 

trouble remembering events from 1999 “because that was such a 

long time ago.” Yang did not remember the name or contact 

information for Panrox’s Shanghai counsel.

In December 2021 and January 2022, Panrox replied to 

Hon’s and Yee’s oppositions and filed excerpts of these 

depositions with the trial court. 

D

On April 12, 2022, the trial court denied Panrox’s lien 

motion. The court’s thorough written order recited the facts and 

procedural history but mentioned nothing about a Panrox 

objection that the briefing unfairly placed the burden of proof on 

Panrox.

The court determined Panrox’s motion lacked merit. The 

court quoted Evidence Code section 1603, which makes a 

recorded deed prima facie evidence that the interest described in 

the deed was conveyed to the deed’s grantee and which explains 

this presumption affects the burden of proof.

The trial court noted Panrox’s contentions: that the 

$141,000 had not been paid and there had never been a final 

settlement. 

The court rejected both contentions. It concluded the 

annotations in the court’s Register of Actions showed there had 

been a settlement. The court reasoned three kinds of evidence 

corroborated this conclusion: the Substitution of Trustee by 

Beneficiary; the Deed of Full Reconveyance; and Yang’s 
12

testimony about his authority from Panrox to sign these 

documents. The court stated it was placing greater weight on the 

testimony of Yang than Xia because Xia lacked personal 

knowledge of the circumstances surrounding the execution of 

these recorded documents. 

The court rejected Panrox’s attack on the legal validity of 

the Substitution of Trustee by Beneficiary and the Deed of Full 

Reconveyance, observing Panrox’s attack applied equally to 

Panrox’s deed to the Los Angeles house. That is, this Panrox 

argument proved too much: if accepted, it would destroy Panrox’s 

own case.

The court also ruled against Panrox on the alternate 

ground that Panrox had abandoned its interest in the Los 

Angeles house because, over 20 years ago, it had stopped 

pursuing its interest in the house.

Panrox appealed this adverse order.

II

The trial court was right on the law and right on the facts. 

A

The standard of review is in controversy. Panrox urges 

independent review, while Yee argues for deferential review. 

No cited case squarely settles this issue. 

As authority for independent review, Panrox cites only 

Crocker National Bank v. City and County of San Francisco

(1989) 49 Cal.3d 881, 888. This precedent is afield: it addressed 

taxation classification. (Id. at p. 884.) 

Hon’s brief skips the standard of review.

Yee’s brief argues for deferential review. It says the trial 

court proceeding was a partition action, which is equitable in 

character, which dictates deferential review. To this, Panrox 
13

replies the analysis of its Los Angeles lien was not an equitable 

balancing but rather a determination based on “legal principles 

and their underlying values.” Panrox’s reply has merit.

Lacking specific cited precedent, we therefore recur to 

basics: we defer to the trial court’s weighing of the facts, and we 

independently review its legal analyses. 

B

Panrox’s first claim of error is that the trial court 

erroneously shifted the burden of proof to Panrox by ordering it to 

file a motion demonstrating the validity of its Los Angeles deed of 

trust. Panrox forfeited this objection by failing to raise it in the 

trial court. Had Panrox made this objection, the trial court could 

have addressed the issue and, if need be, rectified the problem on 

the spot. It is detrimental for parties to store up secret objections 

they deploy only if they lose and, after much cost and delay, 

appeal.

Similarly, Panrox in a footnote complains the trial court 

never afforded it the opportunity “to present a summary 

judgment motion or some other procedural vehicle that would 

have properly shifted the burden of proof to Respondents Hon 

and Yee after Panrox made its initial showing.” Panrox forfeited 

this argument by failing to present it to the trial court.

Moreover, the trial court did in substance what Panrox now 

urges: the court applied law favoring the prima facie validity of 

Panrox’s Los Angeles lien, and then shifted the burden to Hon 

and Yee after Panrox made its initial showing. That is, the court 

quoted Evidence Code 1603 as establishing prima facie evidence 

the property named in a recorded deed, or the interest described, 

has been transferred to the grantee named in the deed. The 

court ruled, however, this prima facie presumption was overcome 
14

by Hon’s and Yee’s evidence from the Register of Actions, which 

suggested Panrox settled its case against Hon and Yee about the 

$141,000. The trial court found corroborating evidence in Yang’s 

creation, at Panrox’s behest, of the two documents about the San 

Francisco house that Yang signed in 1999.

This analysis was eminently reasonable. Whether we 

review this analysis independently or with deference makes no 

difference, for our conclusion is the same: the court’s conclusion 

accords with the law and common sense. 

The superior court’s online record was cryptic but 

impartial. This unbiased record states Panrox, Hon, and Yee 

settled their litigation in July of 1999. Panrox has not explained 

away this evidence. The trial court rightly gave this factor 

powerful weight. 

Moreover, actions after this July 1999 notation are fully 

consistent with a settlement. The court vacated the jury trial 

and dismissed the case, which remained dismissed. In other 

words, the parties to the cases acted as though all their 

coordinated complaints and cross-complaints indeed were fully 

settled and completely concluded.

There is more. Particularly telling is Yang’s deed of full 

reconveyance, which Yang created after the settlement date. 

This document recites all secured sums “have been fully paid.” 

The secured sum was the $141,000. 

This recorded document, created by Panrox, is decisive 

proof the $141,000 debt was—in Panrox’s contemporaneous 

estimation—fully satisfied. There is no other reason Panrox 

would create and record a document so completely counter to its 

own interest in getting the $141,000.
15

This decisive proof mooted the Los Angeles lien completely. 

The original debt was for $141,000, but Panrox had demanded 

two liens for that sum. The San Francisco deed of “full” 

reconveyance meant the $141,000 had been fully satisfied. The 

Los Angeles lien did not matter anymore, except as litter in a 

title chain. 

It is true this deed of full reconveyance is as to the San 

Francisco house only, and there is no similar reconveyance deed 

as to the Los Angeles house. 

The simple explanation is neglect: someone dropped the 

ball. Someone forgot to follow through on the settlement by filing 

a parallel negation of the lien on the Los Angeles house. Trial 

judges of experience routinely see these kinds of omissions by 

lawyers, because everyone makes mistakes. (Judges of course are 

no exception.) A mistake is the best explanation for the 

persistence of the long-outstanding but long-ago satisfied Panrox 

lien on the Los Angeles house. 

Panrox protests there is no other evidence it got paid the 

$141,000. It certainly is true that no one in 2020 found a signed 

settlement document, a receipt, or some document of that kind 

from 1999. And Hon cannot remember anything useful about the 

affair except that she did not pay the $141,000 and she has no 

evidence to offer on this score. 

This is a problem with litigating about events from decades 

ago: memories fade, people die, corporations dissolve, businesses 

fail, files are sent to storage and then to landfill, and evidence 

disappears. Grain by grain, time buries the past. As the poet 

said, the lone and level sands stretch far away. 

At this late date, we cannot learn about this July 1999 

settlement. For reasons the parties do not disclose, no one 
16

deposed Yee or offered his declaration. We do not know who 

negotiated this settlement, or if the negotiators were lawyers, or 

if it was an arbitration, or in what country the participants 

worked and lived, or whether they are still alive, or anything 

about one Yoming Sung who at one time might have run things 

from Shanghai. There is so much we do not know. What we do 

know points to one conclusion: the trial court was right to deduce 

the parties satisfied the $141,000 debt in 1999.

Panrox cites Evidence Code section 635, which states that 

an obligation possessed by the creditor is presumed not to have 

been paid. This presumption is rebuttable. (Gabriel v. Wells 

Fargo Bank (2010) 188 Cal.App.4th 547, 555.) The trial court 

properly found the evidence rebutted it.

In the same vein, Panrox insists the defense of payment is 

affirmative and must be established by evidence. So it was: the 

record of settlement and Yang’s deed of full reconveyance 

established this defense. When Panrox insists “neither Yee nor 

Hon could offer any evidence of payment or other satisfaction of 

the underlying debt,” Panrox slights the decisive evidence that 

convinced the trial court and that convinces us and all objective 

observers. Besides completing a settlement that satisfied 

Panrox’s demand, what other motive could Yang possibly have 

had to create a deed of full reconveyance—a document so 

contrary to Panrox’s interest at the time? Panrox is silent on this 

point, and its silence devastates its argument.

Panrox’s opening brief contains a separate section asserting 

that the purported settlement did not prove payment of the 

underlying obligation, but this argument recapitulates the 

already-identified infirmities of Panrox’s contentions.
17

In another footnote, Panrox suggests the deed of full 

reconveyance was void for several reasons. These reasons are 

insubstantial.

First, Panrox argues, without cited authority, that a 

suspended corporation cannot transfer property. Yang notarized 

the deed of full reconveyance on November 4, 1999. Panrox was 

suspended on January 2, 2001. Panrox created this deed before it 

was suspended. That fact ruins this argument.

Second, Panrox argues Yang lacked corporate authority to 

create this deed. But Yang testified the head of Panrox’s Chinese 

parent company directed him to take these actions. No evidence 

impeached Yang’s testimony.

Third, Panrox faults the deed of full reconveyance for 

lacking a corporate seal. Yee points out Panrox’s original lien 

also lacked a corporate seal. In other words, Panrox’s argument, 

if taken seriously, would overthrow its own case. Panrox’s reply 

brief does not attempt to answer Yee on this point.

We do not reach the trial court’s alternative holding that 

Panrox had abandoned the litigation against Hon and Yee.

DISPOSITION

We affirm the order denying Panrox’s motion, award costs 

to Yee and Hon, and remand for further proceedings.

WILEY, J.

We concur: 

GRIMES, Acting P. J. VIRAMONTES, J.