Filed 11/29/22 Stein v. Kiloh CA2/5

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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 not certified for publication or ordered published, except as specified by rule 

8.1115(b). This opinion has not been certified for publication or ordered published for 

purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION FIVE

DANIEL STEIN et al.,

Plaintiffs and Respondents, 

v.

JERRED KILOH,

Defendant and Appellant.

 B314960

 (Los Angeles County

 Super. Ct. 

 No. 20STCP02373)

APPEAL from an amended judgment of the Superior Court 

of Los Angeles County, Yolanda Orozco, Judge. Affirmed.

The Freedman Firm and Michael G. Freedman for 

Defendant and Appellant.

Cohen Williams, Marc S. Williams, and Reuven L. Cohen 

for Plaintiffs and Respondents.
2

An arbitrator ruled plaintiffs and respondents Daniel Stein 

(Stein) and Phil McGarr (McGarr) were entitled, pursuant to the 

terms of a management transfer agreement with defendant and 

appellant Jerred Kiloh (Kiloh), to be appointed to the board of 

directors of a nonprofit mutual benefit corporation that operated 

a marijuana dispensary. After the arbitration award was 

confirmed by the trial court, Stein and McGarr successfully 

moved to amend the resulting judgment to order their 

appointment to the board. We are principally asked to decide

whether the court had jurisdiction to enter the amended 

judgment even though the corporation (as then constituted 

without Stein and McGarr) was not a party to the proceedings

and the motion to amend was brought well after service of the 

award.

I. BACKGROUND

A. The Acquisition and Management of Higher Path1

Kiloh and McGarr, individually and jointly, worked on 

various cannabis-related business ventures in northern 

California and were interested in acquiring a medical dispensary 

in southern California. Stein managed and operated Higher 

Path, a medical marijuana dispensary in Los Angeles, under the 

auspices of The Higher Path Holistic Care Inc. (HP Holistic), a 

nonprofit mutual benefit corporation of which Stein was the sole 

manager and director. In the summer of 2013, the three men 

1 Facts relating to the parties’ business dealings and the 

arbitration of their disputes are drawn from the 2019 arbitration 

award.
3

entered into discussions related to Kiloh and McGarr’s 

acquisition of Stein’s business.

In January 2014, Stein, Kiloh, and McGarr signed a 

Management Transfer Agreement (MTA) for HP Holistic. Under 

the terms of the MTA, Stein agreed to appoint Kiloh and McGarr 

as additional directors of HP Holistic and transfer all 

management rights to them, along with a 75 percent share of the 

business. In return, Kiloh and McGarr agreed to pay Stein 

$500,000. The parties also agreed that Stein, who retained a 25 

percent interest in the business, would remain on the board of 

HP Holistic “and shall not be removed as a director without 

cause.” The parties contracted further that any dispute between 

them would be resolved by mediation and, if that proved 

unsuccessful, by binding and final arbitration.

Shortly after signing the MTA, Kiloh and McGarr learned 

Stein had not been candid in his disclosures about pending 

litigation against the dispensary. In order to mitigate any 

adverse consequences from the litigation, the parties agreed to 

replace HP Holistic with a new nonprofit mutual benefit 

corporation, Higher Path Patients Association (HP Patients), and 

to transfer all business operations to that entity.

Over time, relations between the three business partners 

became strained. Although Kiloh and McGarr contributed 

equally to the money paid to Stein for the acquisition of Higher 

Path, they did not share equally in the management of the 

business. Kiloh, who devoted an “extraordinary” amount of time 

to managing Higher Path’s operations by commuting from his 

home in northern California to Los Angeles, received no 

assistance from either McGarr or Stein. As Kiloh became 

increasingly frustrated and angry with McGarr for the latter’s 
4

failure to participate in the management of the dispensary, Kiloh

demanded an ever-increasing proportion of their shared 

ownership interest. In addition, because Stein lacked the money 

to pay for the settlement of litigation pending against Higher 

Path at the time of the acquisition, and because McGarr did not 

contribute to the settlement, Kiloh personally borrowed money to 

pay the settlement on Stein’s behalf. Eventually, McGarr and 

Stein entered into discussions about coordinating legal action 

against Kiloh.

B. The Arbitration

In 2018, McGarr and Stein filed a joint demand for 

arbitration against Kiloh. The gist of their demand was that 

Kiloh had breached various contractual duties, including the duty 

under the MTA to name them to the board of HP Patients. Kiloh 

disputed his partners’ claims (without challenging the validity of 

the MTA), but he did not seek any affirmative relief in the 

arbitration.

Corporate filings from the time of the arbitration identified 

Kiloh as the only director and officer of HP Patients, a fact Kiloh 

affirmed at his deposition during the arbitration. Although the 

relief sought by McGarr and Stein in the arbitration would 

reconstitute HP Patients’ board and provide them with access to 

the corporation’s books and records, there is no indication in the 

award (or in any other part of the appellate record) that Kiloh 

ever argued during the arbitration that HP Patients should be 

made a party.

The arbitrator ruled in Kiloh’s favor on a number of claims,

but the arbitrator found McGarr and Stein had a right to be 

directors of HP Patients because the MTA established a “business 
5

framework” for the operation of the dispensary.2 The arbitrator 

reasoned that because the MTA provided McGarr and Stein 

would be directors of HP Holistic, the “corporate vehicle” for the 

management of Higher Path’s operation, and because the parties 

agreed to replace HP Holistic with HP Patients, their right to a 

seat on the board continued under the successor corporation.

The arbitrator’s analysis of the claims presented for 

resolution stated that the arbitration award “included” an order 

that McGarr and Stein “shall” be appointed to HP Patients’ 

board. The disposition portion of the arbitral award was phrased 

differently, however. It stated only that both men were “entitled” 

to be appointed to HP Patients’ board. The arbitrator ordered 

further that, upon becoming directors, McGarr and Stein “shall 

be given access to the books and records of HP Patients.”3 The 

award was served on the parties on September 12, 2019.

2 The arbitrator also agreed McGarr was entitled to an order 

appointing him to the board of two other entities, Valley Pinnacle 

L.L.C. (Valley Pinnacle) and JPHP Management Inc. (JPHP), 

which were formed to control his and Kiloh’s shared interest in 

Higher Path’s business.

3 Although the arbitrator, with reference to various exhibits, 

observed that Higher Path was “fully licensed” by the State of 

California and “fully permitted” by the City of Los Angeles as a 

retailer and distributor of adult-use and medicinal cannabis, he 

did not address what effect a change in the composition of HP 

Patients’ board would have on the dispensary’s licenses and 

permits.
6

C. Post-Arbitration Proceedings and Corporate 

Maneuvering

1. The parties seek confirmation of the award

Ten months after service of the arbitration award, McGarr 

and Stein petitioned the trial court to confirm the award. Kiloh 

did not oppose confirmation or move to vacate or amend the 

award. To the contrary, he urged the court to confirm the award 

in “precise conformity” with its terms. In particular, he pressed 

the court to enter a judgment which “mirror[ed] exactly what the 

arbitrator awarded in his Disposition.”4 In their reply, McGarr 

and Stein “agree[d]” with Kiloh and asked the court to “confirm 

the Award in precise conformity with the Award as written by 

the Arbitrator.”

The trial court granted the petition to confirm the 

arbitration award. The court duly entered judgment “in 

conformity” with the award and specifically referenced the 

award’s disposition. No appeal was taken from that judgment.

2. The parties’ contending corporate filings

Following entry of judgment, McGarr and Stein, through 

their counsel, noticed a special meeting of HP Patients’ board. 

The notice stated that, pursuant to the arbitration award and 

resulting judgment, McGarr, Stein, and Kiloh were “the sole 

members” of HP Patients’ board.

In advance of the special meeting, HP Patients’ corporate 

counsel advised McGarr and Stein’s attorney that she was not 

4 Kiloh did not make reference to HP Patients’ absence as a 

party or argue the corporation should be joined as a party to the 

judgment.
7

aware that either man had been appointed to the board and 

disputed whether the notice of the special meeting was proper. 

In subsequent correspondence, HP Patients’ counsel claimed the 

judgment confirming the arbitration award was of “no legal 

consequence” to her client because the corporation was not a 

party to the judgment or the underlying arbitration.

In February 2021, in Kiloh’s absence, McGarr and Stein 

held the previously noticed special board meeting, during which 

they approved amended and restated articles of incorporation 

converting HP Patients from a non-profit mutual benefit 

corporation to a for-profit corporation. In addition, McGarr and 

Stein removed Kiloh from his officer positions and appointed 

themselves in his place (McGarr as president and chief executive 

officer, and Stein as chief financial officer and secretary). These 

decisions were later memorialized in a statement of information 

filed with California’s Secretary of State.

The following month, HP Patients’ counsel, believing 

McGarr and Stein’s actions at the special board meeting were

contrary to “basic corporate governance” because neither man 

had been elected to the board, attempted to “unwind” the actions 

taken at the meeting by filing a new statement of information 

with the Secretary of State, which identified Kiloh as chief 

executive officer and secretary and which did not mention either 

McGarr or Stein.

3. McGarr and Stein’s motion for contempt

In April 2021, McGarr and Stein moved the trial court to 

hold Kiloh and HP Patients’ counsel in contempt for “flout[ing]” 

the judgment by, among other things, attempting to “undo 

actions taken by McGarr and Stein as directors of HP Patients.” 
8

In opposition, Kiloh echoed the argument previously raised by 

HP Patients’ counsel that the judgment was “void” as to HP 

Patients because it was not a party to either the arbitration or 

the judgment. Kiloh specifically argued the corporation’s absence 

deprived the trial court of jurisdiction to make a contempt 

finding. Although Kiloh did not expressly argue HP Patients had 

been a non-joined indispensable party to the arbitration and its 

subsequent confirmation, his opposition did include a citation to 

the statute governing the compulsory joinder of absent parties

(Code Civ. Proc.,5§ 389) and a case discussing joinder of 

indispensable parties.

McGarr and Stein argued the judgment was not void. In 

their view, “[t]he arbitration sought to enforce an agreement 

between McGarr, Stein, and Kiloh—the founders of HP 

Patients—which agreement predated the formation of the 

corporation. HP Patients was not a party to the agreement; it 

has no rights under the agreement; it was not a signatory to the 

arbitration clause; [and] it has no independent interest in the 

dispute among its founders over which of them have a right to 

serve on its board.” McGarr and Stein further asserted that 

“none of HP Patients’ rights have been adjudicated or 

prejudiced.” They argued Kiloh waived any objection to HP 

Patients’ absence in the proceedings before the trial court 

because Kiloh never raised an objection on that ground to either 

the award’s confirmation or the resulting judgment even though 

“Kiloh ha[d] at all times claimed to be the sole member, director 

and officer” of the corporation. Pursuant to section 187, McGarr 

5 Undesignated statutory references that follow are to the 

Code of Civil Procedure.
9

and Stein also requested the trial court “issue an order or 

otherwise modify the Judgment . . . to leave no doubt that [they] 

are currently lawful members of the board of directors of HP 

Patients” and had been since entry of judgment.

At the initial hearing on the contempt motion, the trial 

court requested supplemental briefing from the parties regarding 

its authority to issue a contempt order under the circumstances. 

After receiving the parties’ submissions and hearing additional 

oral argument, the court denied the motion, finding contempt 

was the “wrong vehicle by which to achieve the fruits of the 

arbital award.” The court believed it was “clear” from the 

language of its disposition that the award contemplated Kiloh 

was required to take certain actions that he had not taken. The 

court, however, found Kiloh’s “obligations [we]re not spelled out 

in the Judgment itself such that a contempt citation would lie.” 

The court stated it would not amend the judgment because 

McGarr and Stein “filed a motion seeking an ultimate finding of 

contempt,” but the court suggested they file a motion to amend 

the judgment if they believe they were entitled to relief under 

section 187.

4. McGarr and Stein’s motion to amend the 

judgment

Just over a week later, McGarr and Stein filed a motion to 

amend the judgment pursuant to section 187. They asked the 

trial court to “‘spell out’” the relief contemplated in the arbitral 

award in an amended judgment, namely, a judicial declaration 

that they are appointed as directors of HP Patients and an order 

requiring Kiloh to add them to the board and to give them access 
10

to all books and records of HP Patients.6 Such an amendment

and order, they argued, would “effectuate the clear intent” of the 

arbitral award.

Kiloh opposed the motion and argued the trial court lacked 

jurisdiction to amend the judgment because HP Patients was not 

a party to the arbitration or to the subsequent judgment. He 

argued the proposed amended judgment would violate HP 

Patients’ due process rights as it was a “stranger” to the 

judgment.

In support of his argument, Kiloh cited to section 389 and 

case law addressing the joinder of indispensable parties, but,

once again, he did so with no real elaboration. Kiloh further

argued that even if the court had jurisdiction, it could not appoint 

Stein and McGarr as directors because such an action would 

“contravene the voting rights of HP PATIENTS’ thousands of 

members.”

7

In their reply, McGarr and Stein did not address whether

HP Patients was an indispensable party; instead, they implicitly 

6 McGarr and Stein also requested the trial court to order 

Kiloh to file a new statement of information with the Secretary of 

State.

7

In a supporting declaration, Kiloh attached the following 

documents: a file-stamped copy of HP Patients’ articles of 

incorporation, an unsigned copy of the corporation’s bylaws, and 

an unsigned copy of minutes from an April 8, 2014, board 

meeting during which Kiloh and Stein purportedly voted to adopt 

the bylaws. In addition, Kiloh declared he had reviewed and 

searched HP Patients’ membership roster, which listed more 

than 10,000 members, and did not find either McGarr or Stein’s 

names.
11

suggested it was not by contending the arbitration was based on 

the parties’ obligations under the MTA, an agreement to which 

neither HP Patients nor its predecessor was a party. McGarr and 

Stein also maintained Kiloh’s argument about HP Patient’s 

absence was untimely because he failed to raise the necessity of 

the corporation’s presence either during the arbitration or during 

the proceedings to confirm the arbitration award. As for the trial 

court’s purported inability to appoint them as directors due to HP 

Patients’ bylaws, McGarr and Stein argued Kiloh was attempting 

to relitigate issues already raised and resolved during the 

arbitration.

The trial court held a hearing on the motion to amend the 

judgment in August 2021 and granted the motion in principal 

part.

8

 Because the arbitration award used the word “shall” when 

discussing McGarr and Stein’s appointment to the board, the 

court found the requested amendment was “not doing anything 

other than aligning the judgment with the [award].” Accordingly, 

the court stated it would amend the judgment “to reflect that 

[McGarr and Stein] must be added as directors and granted 

access to the books and records” of HP Patients.

In reaching its decision, the trial court acknowledged 

Kiloh’s argument about HP Patient’s absence but rejected it as 

irrelevant. The court found Kiloh’s position was “not well taken,” 

because the proposed amended judgment did “nothing more than 

[what] the Arbitration Award required, i.e., enforcement of the 

[MTA] entered into [by the parties] as individuals.” As the court 

8 The trial court declined to order Kiloh to file a new 

statement of information with the Secretary of State.
12

observed at the hearing, “[HP Patients] didn’t even exist at the 

time the [MTA] was entered into . . . .”

Later that same month, the trial court issued an amended 

judgment, which, in pertinent part, provides as follows: “IT [IS] 

HEREBY FURTHER ORDERED, ADJUDGED AND DECREED 

that McGarr and Stein are hereby appointed and confirmed as 

members of the board of directors of HP Patients, removable only 

for cause, joining Kiloh as the three and only directors of HP 

Patients . . . and that no further action of any person, body or 

entity is required for McGarr and Stein to lawfully hold the 

position of director of HP Patients . . . .” The amended judgment 

further ordered Kiloh to “add McGarr and Stein to the board of 

directors of HP Patients” and to “[r]efrain from taking any action 

or deliberate inaction . . . to circumvent, frustrate, prevent or 

impair the rights of McGarr and Stein to serve as members of the 

board of directors of HP Patients . . . .” In addition, the amended 

judgment ordered Kiloh to provide McGarr and Stein with access 

to all books and records of HP Patients. The judgment as 

amended provides that McGarr and Stein’s appointment to the 

board and their access to HP Patients’ corporate records was to 

be accomplished by September 10, 2021.

II. DISCUSSION

Kiloh now advances the argument that, at best, was only 

hinted at in the trial court: the amended judgment is legally 

infirm because HP Patients is an indispensable party that was 

not joined. The failure to adequately present the issue below is 

alone enough to reject this asserted ground for reversal on 

appeal. But even on the merits, Kiloh’s argument suffers from a 

fatally incorrect assumption: it assumes HP Patients as it existed 
13

prior to the amended judgment was correctly constituted and, 

thus, could properly participate as a party in the litigation if 

joined. But the arbitration award—which Kiloh did not contest

and indeed urged the trial court to confirm—found the exact 

opposite, i.e., that HP Patients had not been properly constituted 

since its inception because it did not have Stein and McGarr as 

directors. Because that finding was and is uncontested (even 

after confirmation of the arbitration award, which was not 

appealed), there can be no error in failing to join HP Patients as a 

party before the amended judgment was entered—any position 

HP Patients may have taken in the litigation would have 

necessarily been unauthorized and appropriately disregarded.

Kiloh’s remaining arguments for reversal are also 

unavailing. The amendments to the judgment are clarifying, 

substantive changes that are not subject to the 100-day time 

limit for correcting defects in the form of an arbitration award. 

In addition, Kiloh forfeited the argument that mandating 

appointment of Stein and McGarr to HP Patients’ board would 

violate HP Patients’ bylaws, the Corporations Code, or various 

state and local cannabis regulations; these issues were within the 

scope of the arbitration but either never raised or—without 

objection—never decided.

A. The Belatedly Raised Indispensable Party Argument 

Is Unavailing

Kiloh’s argument that the trial court lacked jurisdiction to 

enter the amended judgment because HP Patients was an 

unjoined indispensable party fails for procedural reasons. 

Although “an objection to the non-joinder of an indispensable 

party may be raised by a party at any time” (Kraus v. Willow 
14

Park Public Golf Course (1977) 73 Cal.App.3d 354, 370, fn. 11

(Kraus)), it is well established that a claim of error in failing to 

join an indispensable party is “not cognizable on appeal unless it 

[wa]s appropriately raised in the trial court or there is some 

compelling reason of equity or policy which warrants belated 

consideration.” (Jermstad v. McNelis (1989) 210 Cal.App.3d 528, 

538 [objecting party’s demurrer did “not alert the trial court” to 

the issue of compulsory joinder because there was “no mention” of 

it]; accord, Kraus, supra, 370, fn. 11 [“where the issue of failure to 

join an indispensable party is raised for the first time on appeal, 

that fact is itself a factor which may be evaluated in considering 

joinder. . . . [A party’s] undue delay in making the motion [to join 

an indispensable party] can be properly counted against him”]; 

Quantification Settlement Agreement Cases (2011) 201 

Cal.App.4th 758, 861 [“The fact that the indispensable party 

issue can be raised at any time does not mean the court cannot

consider the complaining party’s diligence (or lack thereof) in 

raising the issue”].) In opposing the motion to amend, Kiloh 

never contended HP Patients was an indispensable party; his 

fleeting reference to section 389 in his written opposition did not 

suffice to alert the trial court to the issue he now urges on appeal. 

Because the argument was insufficiently presented below and 

because there exists no compelling reason to decide the latepresented issue now, we reject the argument for reversal on this 

ground.

Kiloh’s indispensable party argument also fails, in any 

event, on the merits. In light of the confirmed arbitration award 

that was never challenged on appeal, it is undisputed that HP 
15

Patients’ board is and always has been improperly constituted.9 

And that means there could be no error in failing to join the 

improperly constituted corporation as a party because any 

position it took in the litigation would have necessarily been 

unauthorized by a properly constituted board of directors. (See, 

e.g., Lomes v. Hartford Financial Services Group, Inc. (2001) 88 

Cal.App.4th 127, 134 [“A corporation does not act through 

individual directors but, rather, through its board of directors. 

[Citations.] An individual director has no authority to take 

action on behalf of the corporation without the consent of the 

board of directors”]; see also Corp. Code, § 300; Sammis v. 

Stafford (1996) 48 Cal.App.4th 1935, 1941-1942.)

B. The Untimely Amendment Argument Is Unavailing

Kiloh contends the trial court lacked jurisdiction to amend 

the judgment because, while Stein and McGarr styled their 

motion as one to amend the judgment, it “was effectively a 

petition to correct the Arbitration Award because it sought a 

change to a ‘matter of form’” and the 100-day deadline for filing 

such a petition had passed long before the motion was filed. The

argument, however, misapprehends what constitutes a 

correctable defect in the form of an arbitration award.

9 During the arbitration, Kiloh did not contend the MTA was 

invalid in any respect, including its provisions for the composition 

of HP Holistic’s board (making Stein, McGarr, and Kiloh 

directors). Relying on the MTA, the arbitrator found Stein and 

McGarr were entitled to be directors of HP Patients from that 

entity’s inception because the company was HP Holistic’s 

corporate successor.
16

A petition to correct an arbitration award may lie where 

“[t]he award is imperfect in a matter of form, not affecting the 

merits of the controversy.” (§ 1286.6, subd. (c).) Correctable 

defects in “form” involve “nonsubstantive matters.” (Century City 

Medical Plaza v. Sperling, Isaacs & Eisenberg (2001) 86 

Cal.App.4th 865, 877 (Century City Medical Plaza).) Such 

matters include omissions of the “exact dollar amount for the 

award of fees and costs,” omitted “property descriptions,” and 

“damage amounts itemized but not totaled.” (Britz, Inc. v. AlfaLaval Food & Dairy Co. (1995) 34 Cal.App.4th 1085, 1105-1106; 

Knight et al., Cal. Practice Guide: Alternative Dispute Resolution 

(The Rutter Group 2021) ¶ 5:504, p. 5-567; see also Century City 

Medical Plaza, supra, 86 Cal.App.4th at 877 [describing 

correctable defects in the form of an award as including “evident 

miscalculation of figures or evident mistake in a description”].)

A petition to correct a defect in the form of an arbitration 

award must be filed within 100 days after a signed copy of the 

award is served on the parties. (§ 1288.) Section 1288’s 100-day 

deadline “operates in the same manner as the deadline for filing 

an appeal, and the court loses jurisdiction to vacate [or correct] 

the award if the petition is not timely served and filed. Once 

jurisdiction is lost, it cannot be retroactively reinstated.” (Abers 

v. Rohrs (2013) 217 Cal.App.4th 1199, 1203.)

The provisions of the amended judgment directing Kiloh to 

appoint Stein and McGarr to HP Patients’ board and provide 

them with access to corporate books and records by a certain date 

are not corrections to an arbitral award of the type contemplated 

by section 1286.6. Although the initial judgment might have 

been sufficient for a party that was not intent on splitting hairs 

to resist it, the amendments helped clarify the substantive terms 
17

of the court’s initial judgment confirming the arbitral award. In 

so doing, the amendments did not change the arbitrator’s 

resolution of the parties’ controversy (the amendments did not 

alter the arbitrator’s findings that Stein and McGarr were 

entitled to seats on HP Patients’ board and access to the 

corporation’s records) and the amendments were appropriately 

made pursuant to section 187. (See generally Carolina Casualty 

Ins. Co. v. L.M. Ross Law Group LLP (2012) 212 Cal.App.4th 

1181, 1189 [section 187 permits amendment of a judgment when 

“‘the equities overwhelmingly favor’ the amendment and it is 

necessary to prevent an injustice”]; Greenspan v. LADT, LLC

(2010) 191 Cal.App.4th 486, 508 [under section 187, “‘“a court 

may amend its judgment at any time”’”].)

C. The Argument Concerning the Possible Legal Effects 

of Stein and McGarr’s Appointment Is Unavailing

Kiloh argues the trial court abused its discretion under 

section 187 because the amended judgment would “wreak havoc” 

on HP Patients by causing it to violate provisions of the 

Corporations Code governing the election of directors and 

“numerous” state and local regulations regarding the ownership 

of licensed cannabis businesses.

The time to raise concerns about how Stein and McGarr’s 

appointment might affect HP Patient’s compliance with its 

bylaws, as well as with applicable rules and regulations, has 

passed. If, on one hand, Kiloh did not raise the compliance issue 

during the arbitration, he forfeited the issue. (Moncharsh v. 

Heily & Blase (1992) 3 Cal.4th 1, 30 (Moncharsh); Zazueta v. 

County of San Benito (1995) 38 Cal.App.4th 106, 111.) If, on the 

other hand, Kiloh did raise with the arbitrator the effects of Stein 
18

and McGarr’s belated appointment on the corporation’s 

compliance with various rules and regulations and the arbitrator 

did not rule on the matter, that would have been at least 

arguable grounds to vacate the award—but Kiloh never moved to 

vacate it. (§ 1283.4 [arbitrators are required to decide all 

questions submitted that are “necessary” to determine the 

controversy].) That, again, forfeits the issue. (Louise Gardens of 

Encino Homeowners’ Assn., Inc. v. Truck Ins. Exchange, Inc.

(2000) 82 Cal.App.4th 648, 659 [“A party who fails to timely file a 

petition to vacate under section 1286 may not thereafter attack 

that award by other means on grounds which would have 

supported an order to vacate”]; see also Moncharsh, supra, 3 

Cal.4th at 10.)
19

DISPOSITION

The judgment is affirmed. Stein and McGarr are awarded

costs on appeal.

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

BAKER, J.

We concur:

RUBIN, P. J.

KIM, J.