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Filed 3/11/22 Roesler v. Nella Terra Cellars CA1/3

NOT TO BE PUBLISHED IN OFFICIAL REPORTS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 This opinion has not been certified for publication or 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

FIRST APPELLATE DISTRICT

DIVISION THREE

VEENA ROESLER et al.,

 Plaintiffs and Respondents,

v.

NELLA TERRA CELLARS, INC. et 

al.,

Defendants and Appellants.

 A160574

 (Alameda County Super. Ct.

 No. RG 17846053)

Veena Roesler, individually and doing business as Palmdale Estates

Inc. (collectively, plaintiffs), filed a complaint against defendants Nella Terra 

Cellars, Inc. (Nella Terra) and Gerald and Paulette Beemiller arising out of 

their business relationship. They alleged defendants reneged on their 

promise to execute a long-term contract leasing plaintiffs their vineyard to 

operate an event venue. The trial court ultimately determined plaintiffs

invested in that venture and awarded them two years of anticipated lost 

profits and depreciable assets as a matter of equity. Defendants appeal,

arguing the statement of decision omits the specific equitable basis for

awarding damages and fails to explain whether the award is limited to

plaintiffs’ anticipated lost profits for events that comply with Department of 
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Alcoholic Beverage Control (ABC) regulations.

1 We affirm in part, reverse in 

part, and remand for the trial court to issue a new statement of decision and 

enter a new judgment.

BACKGROUND

Plaintiffs operate a wedding and events business. In 2013, Roesler and 

the Beemillers discussed creating and operating an events venue at Nella 

Terra, the Beemillers’ vineyard, which was largely undeveloped at the time. 

The parties drafted a contract providing plaintiffs with an exclusive lease to

Nella Terra from January 1, 2014 to December 31, 2025, for $15,000 per 

month for the first two years. After that time, all future payments would be 

dependent on event bookings, but plaintiffs guaranteed defendants $360,000, 

representing the first two years of facility fees. Nella Terra would be the 

exclusive wine supplier for plaintiffs’ events. Nella Terra and the Beemillers

would receive all of the events’ facility fees and proceeds from wine sales. 

Plaintiffs were entitled to all catering, service, decorations, and other 

miscellaneous rental item fees. At the end of the lease in 2025, plaintiffs had 

1 We reject plaintiffs’ request for judicial notice of an amended 

judgment entered against Nella Terra and the Beemillers, not simply the 

Beemillers as noted in the original judgment. The amended judgment is of no 

substantial consequence to the issue before us — challenges to the statement 

of decision. (Evid. Code, § 459, subd. (c); People ex rel. Lockyer v. Shamrock 

Foods Co. (2000) 24 Cal.4th 415, 422, fn. 2 [“any matter to be judicially 

noticed must be relevant to a material issue”].) Moreover, both Nella Terra 

and the Beemillers appealed from the original judgment. We have no 

indication defendants have filed a notice of appeal of the amended judgment. 

We also reject defendants’ request to dismiss Nella Terra as a party, 

a request made in a footnote in their opening brief rather than a served and 

filed written motion. (Cal. Rules of Court, rule 8.54 [“a party wanting to 

make a motion in a reviewing court must serve and file a written motion”]; 

ReadyLink Healthcare, Inc. v. Jones (2012) 210 Cal.App.4th 1166, 1174

[declining to treat request for a stay presented in middle of reply brief as 

a formal motion].)
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the option to extend the lease for five years or to be bought out by one of the 

Beemillers’ children.

Plaintiffs started to develop an event venue at Nella Terra and paid 

defendants $15,000 for January 2014 rent even though the parties had not 

signed the contract. Roesler also loaned the Beemillers, who had limited 

monetary funds, nearly $100,000 to pay for, among other things, 

improvements to Nella Terra’s roads. In addition, plaintiffs purchased items 

for hosting events, such as a mobile kitchen, bathroom, dance floor, garden 

furniture, trucks for transporting dishes for washing, and catering and dining 

items, totaling over $450,000. Plaintiffs advertised Nella Terra to their

clients. Meanwhile, using plaintiffs’ monthly $15,000 payments, defendants

worked on improving Nella Terra and its vineyard. By May 2014, plaintiffs

hosted their first of 22 events at Nella Terra that year. In 2015, Roesler 

purchased a vacant property and building adjacent to Nella Terra, in part to 

serve as a dishwashing site since Nella Terra did not have any plumbing.

Plaintiffs continued to pay defendants $15,000 in monthly rent for two years, 

for a sum of $360,000. During this time, Nella Terra became more profitable

— its 2015 profits were approximately $300,000, and in 2016, $459,000.

The parties continued to negotiate contract details but were unable to 

finalize an agreement. In June 2014, the Beemillers revised the draft 

contract to give themselves an option to buy plaintiffs out within five years of 

operating — a proposal Roesler rejected. In August 2015, Gerald Beemiller 

proclaimed he was unconcerned the parties had not signed the ten-year 

agreement. Wanting to improve Nella Terra’s cash flow, he offered plaintiffs

a catering contract if they wanted to remain on the property. Under that 

arrangement, plaintiffs, who were not caterers, would only receive profits 

from catering food at events, while the Beemillers would retain the revenue 
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from the more lucrative event planning items, such as decorations and 

coordination fees. This would result in plaintiffs losing $6,500 per event.

The parties continued to work on negotiating a workable relationship

but, in March 2016, Roesler terminated their partnership effective December 

31, 2017, so the parties could complete the already-booked 2017 events. 

Shortly after this announcement, the Beemillers began to question plaintiffs’

compliance with ABC regulations, which capped at 24 the number of events 

per year at which distilled spirits could be served.

2 A few months later, the 

Beemillers notified plaintiffs that the parties’ exclusive relationship might 

violate ABC’s tied-house restrictions3 — regulations preventing a wholesaler 

from being “tied” to an exclusive arrangement to sell its wine through an 

events retailer. In 2017, plaintiffs began offering other wines to clients to 

comply with those restrictions. In March 2017, they also obtained a license

authorizing the sale of distilled spirits. Until that time, plaintiffs did not 

have either a catering permit or a license to serve distilled spirits.

In January 2017, plaintiffs sued defendants for, among other things, 

breach of oral contract and promissory estoppel. Plaintiffs alleged they 

conferred defendants with a benefit — developing Nella Terra as a wedding 

2 Catering permits authorize the sale of alcoholic beverages at one 

specific premise for at most 24 events in one calendar year “except when 

[ABC] determines additional events may be catered to satisfy substantial 

public demand.” (Cal. Code Regs., tit. 4, § 60.5, subd. (4); see also Bus. & 

Prof. Code, § 23399 [describing caterer’s permit to sell beer, wine, and 

distilled spirits], undesignated statutory references are to the Business and 

Professions Code.)

3 Winegrowers are prohibited from “[f]urnish[ing], giv[ing], or lend[ing]

any money or other thing of value, directly or indirectly, to, or guarantee[ing]

the repayment of any loan or the fulfillment of any financial obligation of, 

any person engaged in operating, owning, or maintaining any on-sale 

premises where alcoholic beverages are sold for consumption on the 

premises.” (§ 25500, subd. (a)(2).)
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venue — but without a long-term contract, they lost opportunities to recoup 

their initial investments. At a bench trial, plaintiffs’ expert derived their 

projected gross income for 2017, estimating plaintiffs would hold 70 events 

per year, each securing $20,900 in revenue. Using that metric, he testified 

plaintiffs’ net loss from the severed relationship over 12.3 years, the 

remaining 7.3 years on the proposed lease and the five-year option period, 

was $1,417,534 after mitigating damages. After the trial, plaintiffs amended 

their complaint to conform to proof, adding an unjust enrichment claim. In 

a posttrial brief, defendants conceded plaintiffs were entitled to $55,917 in 

depreciable assets but disputed the lost profits, arguing plaintiffs violated 

various ABC regulations throughout the parties’ working relationship.

The trial court’s tentative decision concluded plaintiffs were entitled to 

damages based on promissory estoppel and unjust enrichment. It awarded 

plaintiffs $555,917 — plaintiffs’ posttrial request for two years of lost profits 

estimated at $500,000 and $55,917, the defendants’ estimate of plaintiffs’ 

start-up costs. It also concluded the ABC violations was not “a deterrent to 

a substantial damages award.” The court noted both parties benefitted from 

this noncompliance.

Defendants requested a statement of decision that provided the legal 

and factual basis for the court’s damages calculation and explained whether

the ABC violations affected the damages award. It reiterated these issues in 

their objections to plaintiffs’ proposed statement of decision. Instead of 

addressing these requests, the statement of decision reiterated plaintiffs were 

entitled to equitable relief, rejected the ABC compliance defenses, and

“acceded to Plaintiff’s request to limit the lost profits to $250,000 per year 

and then adopted Defendants’ depreciable asset analysis from page 1 of their 

post-trial brief.”
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DISCUSSION

I.

Defendants contend the statement of decision is insufficient as a matter 

of law because it does not identify the specific equitable bases for granting 

plaintiffs relief, and it fails to clearly articulate the amount of damages

awarded. These deficiencies, they argue, require reversal and remand for the 

issuance of a new statement of decision. We disagree.

Questions of law regarding a judgment based on a statement of decision 

following a bench trial are reviewed de novo, while the trial court’s factual 

findings are reviewed for substantial evidence. (Thompson v. Asimos (2016) 

6 Cal.App.5th 970, 981.) If requested, a trial court must issue a statement of 

decision explaining the legal and factual bases for its decision on each 

principal controverted issue at trial. (Code Civ. Proc., § 632; In re Marriage 

of Hoffmeister (1987) 191 Cal.App.3d 351, 358–359.) If there is a timely 

objection to a proposed statement of decision, a court’s failure to make 

necessary factual findings to resolve disputed material issues renders the 

statement of decision inadequate as a matter of law. (In re Marriage of 

Hardin (1995) 38 Cal.App.4th 448, 453.) And “[e]ven though a court fails to 

make a finding on a particular matter, if the judgment is otherwise 

supported, the omission is harmless error unless the evidence is sufficient to 

sustain a finding in favor of the complaining party.” (Nunes Turfgrass, Inc. v. 

Vaughan-Jacklin Seed Co. (1988) 200 Cal.App.3d 1518, 1525 (Nunes).) 

We acknowledge the statement of decision simply notes there are 

“equitable bases for [the] decision” rather than identifying a particular 

theory for awarding equitable relief. But that omission does not warrant 

reversal — on this point, the judgment is otherwise supported. (Nunes, 

supra, 200 Cal.App.3d at p. 1525.) We can reasonably infer the statement of 
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decision’s “equitable bases for [the] decision” refers to unjust enrichment and 

promissory estoppel — the equitable remedies identified in plaintiffs’ 

amended complaint and upon which the tentative decision expressly relies for 

granting relief. (Shaw v. County of Santa Cruz (2008) 170 Cal.App.4th 229, 

269 [appellate courts may examine tentative decisions to interpret the trial 

court’s findings or conclusions].) Indeed, defendants concede the statement of 

decision awarded relief based on unjust enrichment.

The evidence supports granting plaintiffs relief under either theory. 

Under promissory estoppel, “a promisor is bound when he should reasonably 

expect a substantial change of position, either by act or forbearance, in 

reliance on his promise, if injustice can be avoided only by its enforcement.” 

(Youngman v. Nevada Irrigation Dist. (1969) 70 Cal.2d 240, 249.) Here, 

plaintiffs relied on defendants’ promise of providing them with an exclusive 

right to host events at Nella Terra for at least twelve years. The grounds at 

Nella Terra were largely undeveloped — mostly dirt with a long ravine —

when the parties began creating an event venue in 2013. Despite the lack of 

a contract, plaintiffs worked with defendants, loaned the Beemillers 

approximately $100,000, purchased event equipment totaling over $450,000, 

and funded defendants’ improvements to Nella Terra’s grounds with their 

monthly $15,000 payments. Plaintiffs advertised Nella Terra to potential 

clients even when it initially lacked any infrastructure to host events, 

resulting in the hosting of 22 events in 2014. Gerald Beemiller ultimately 

refused to sign the draft agreement under which the parties were operating

— after the parties had established a profitable events venue — and instead 

he offered plaintiffs a catering contract that reduced their revenue to remain 

on the property. As a matter of equity, promissory estoppel authorizes 
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relief for plaintiffs. (See, e.g., Signal Hill Aviation Co. v. Stroppe (1979) 

96 Cal.App.3d 627, 632–633 [awarding plaintiff lost profits under doctrine 

of promissory estoppel].) 

Similarly, unjust enrichment describes circumstances where there is no 

enforceable contract, but plaintiffs nonetheless conferred a benefit on 

defendants that they “knowingly accepted under circumstances that make it 

inequitable for the defendant to retain the benefit without paying for its 

value.”

4 (Hernandez v. Lopez (2009) 180 Cal.App.4th 932, 938.) Plaintiffs 

immediately made monetary investments and purchases, including property 

adjacent to Nella Terra to support its events. Within the next year, Nella 

Terra became more profitable. Defendants thus knowingly benefitted from 

plaintiffs’ monetary investments and professional experience in developing 

a successful events venue at Nella Terra. Under these circumstances, it 

would be inequitable for defendants to retain their benefit — plaintiffs are 

entitled to relief. (Ibid.)

Finally, calculating plaintiffs’ damages based on profits they would 

have received had the contract been made was appropriate under either 

theory. (Hernandez v. Lopez, supra, 180 Cal.App.4th at pp. 938–939 [unjust 

enrichment authorizes paying amounts necessary to place plaintiffs in as 

good a position as they would have been if the contract had been made]; 

4 There is some debate about whether unjust enrichment is a 

cause of action in California. (Levine v. Blue Shield of California (2010) 

189 Cal.App.4th 1117, 1138 [finding no cause of action for unjust

enrichment]; Prakashpalan v. Engstrom, Lipscomb & Lack (2014) 

223 Cal.App.4th 1105, 1132 [stating elements of an unjust enrichment 

claim].) Neither party raised this issue and we need not resolve the debate 

here. We simply note that unjust enrichment is synonymous with restitution. 

(Rutherford Holdings, LLC v. Plaza Del Rey (2014) 223 Cal.App.4th 221, 231

[construing unjust enrichment claim as a quasi-contract claim seeking 

restitution].)
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Toscano v. Greene Music (2004) 124 Cal.App.4th 685, 692 [damages under 

promissory estoppel are “ ‘measured by the extent of the obligation assumed 

and not performed’ ”].) To the extent the statement of decision fails to fully 

identify the amount of damages awarded, that omission similarly does not 

warrant reversal. (Nunes, supra, 200 Cal.App.3d at p. 1525.) The decision 

states “the Court acceded to Plaintiff’s request to limit the lost profits to 

$250,000 per year and then adopted Defendants’ depreciable asset analysis 

from page 1 of their post-trial brief.” There is evidence in the record that

plaintiffs ultimately requested $500,000, representing two years of lost 

profits, and that defendants proposed $55,917 for plaintiffs’ depreciable 

assets. (Shaw v. County of Santa Cruz, supra, 170 Cal.App.4th at p. 269 

[appellate courts do not ignore the record when interpreting the lower court’s 

findings and conclusions].)

In sum, the statement of decision’s failure to clearly identify the 

equitable basis and amount of relief does not constitute reversible error.

II.

Defendants next contend the statement of decision should be reversed 

and remanded because it fails to fully explain how the parties’ violations of 

the ABC regulations — requiring a license to serve distilled spirits, 

prohibiting a tied-house arrangement, and limiting caterers to serving 

distilled spirits at 24 events per year — impact the calculation of plaintiffs’ 

lost profit award. (§§ 23300, 23399 [requiring a caterer permit for sale of 

distilled spirits “for consumption on the premises where sold”], 25500, subd. 

(a)(2); Cal. Code Regs., tit. 4, § 60.5, subd. (4).) We conclude the decision

adequately addresses the distilled spirts license and tied-house violations.

But we agree the decision fails to adequately address the impact of the 24-
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event limit in ABC regulations on its calculation of plaintiffs’ anticipated lost 

profits.

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At the outset, the decision appears to broadly reject the ABC 

compliance issues. It explains defendants raised those issues after plaintiffs

had already invested funds to create an event venue. On the issue of 

plaintiffs’ serving distilled spirits without a license, the decision states 

plaintiffs obtained the appropriate license in 2017. The record supports this 

conclusion. As defendants acknowledge, plaintiffs had a license in 2017 —

the year upon which the lost profits are calculated.

The decision further discusses the impact of the tied-house restrictions 

— requiring separation between wine manufacturers, wholesalers, and 

retailers like plaintiffs — on plaintiffs’ lost profits. (§ 25500, subd. (a)(2); 

California Beer Wholesalers Assn., Inc. v. Alcoholic Bev. etc. Appeals Bd. 

(1971) 5 Cal.3d 402, 407.) It acknowledges plaintiffs’ expert calculated their

total anticipated lost profits through the remaining proposed lease and option

period, approximately 12 years, at $1,417,534. The decision continues, noting 

the expert considered “the ABC noncompliance argument,” and reduced 

plaintiffs’ lost profits by $299 per event, or $20,930 based on plaintiffs 

hosting 70 events.

6 The decision considered and addressed the tied-house 

restrictions.

5 After oral argument, plaintiffs submitted a request to file a 

supplemental brief. The issues identified in the court’s focus letter were 

addressed in the parties’ briefs, and both counsel had the further opportunity 

to address the identified issues at oral argument. The request to file 

a supplemental brief is denied.

6 The expert used plaintiffs’ income and profits from 2017 to calculate 

plaintiffs’ future lost profits. In 2017, plaintiffs began complying with tiedhouse rules offering clients non-Nella Terra wines at their events, which the 

expert testified reduced plaintiffs’ revenue by $299 per event, or a 1.5 percent 

reduction in their overall total revenue.
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But the statement of decision does not explain whether these projected 

lost profits comply with title 4 of the California Code of Regulations, section 

60.5. Under that section, an entity with a catering permit is authorized to 

sell alcohol at one specific premise for at most 24 events in one calendar year 

“except when [ABC] determines additional events may be catered to satisfy 

substantial public demand.” (Cal. Code Regs., tit. 4, § 60.5, subd. (4); see also 

§ 23399 [describing caterer’s permit to sell beer, wine, and distilled spirits].)

Determining whether plaintiffs’ lost profit projections were based on 24 

events was a principal controverted issue at trial. Moreover, defendants 

identified this issue in both their request for and objections to the proposed 

statement of decision. (In re Marriage of Hoffmeister, supra, 191 Cal.App.3d 

at p. 359.) The statement of decision nonetheless appears to award plaintiffs 

lost profits based on 70 events per year — the number of events plaintiffs’ 

expert assumed would be held at Nella Terra each year. While the decision

states “the undisputed evidence presented showed that defendants crafted an 

arrangement with another vendor which allowed them to host 45 events in 

2018 and 59 in 2019,” the relevance of those third party events to calculating 

plaintiffs’ lost profits is unclear, especially because the other vendor did not 

supply alcohol to the events at all.

On this record, we cannot determine whether substantial evidence 

supports awarding plaintiffs their requested amount of lost profits. (Nunes, 

supra, 200 Cal.App.3d at p. 1525.) Plaintiffs’ expert testified there were 

discussions regarding whether plaintiffs were limited to hosting 24 events

but he assumed plaintiffs were allowed to host 70 events and calculated the 

estimated lost profits accordingly. Although plaintiffs assert they did not 

serve distilled spirits at all Nella Terra events — to which the 24-event limit 

does not apply — they do not identify, and we cannot determine, the number 
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of those events. Plaintiffs further argue they had two licenses at two 

locations, and believed they could host 48 events per year at which distilled 

spirits could be served. Even assuming this is accurate, plaintiffs’ 

nonetheless lacked any authorization to host 70 events. That plaintiffs hired 

a vendor with the appropriate license to serve distilled spirits at events that 

exceeded 48 also does not assist plaintiffs, contrary to their assertions. The

testimony plaintiffs cite in support of this argument simply details their 

service of distilled spirits through an alcohol distributor when they first 

operated at Nella Terra in 2014 and did not have a license. The record does 

not indicate whether this practice continued through 2017, the year upon 

which plaintiffs’ lost profits are calculated.

At minimum, the trial court should have explained why it based 

plaintiffs’ lost profit award on a number of events that are unauthorized 

under ABC regulations. (Guan v. Hu (2017) 12 Cal.App.5th 406, 420 

[“ ‘ “court of equity will never lend its aid to accomplish by indirect means 

what the law or its clearly defined policy forbids to be done directly” ’ ”].) 

Because the court’s explanation concerning the amount of plaintiffs’ lost 

profit award is inadequate, we remand with directions for the trial court to 

issue a complete statement of decision addressing how the 24-event limit for 

caterers set forth in California Code of Regulations, title 4, section 60.5 

impacts the damages award. (Dart Industries, Inc. v. Commercial Union Ins. 

Co. (2002) 28 Cal.4th 1059, 1067 [noting reversal of judgment and remand to 

the trial court to address certain additional issues in a new statement of 

decision and to enter a new judgment based thereon].)

DISPOSITION

The judgment is affirmed in part and reversed in part. The matter is

remanded with directions to the trial court to issue a new statement of 
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decision addressing California Code of Regulations, title 4, section 60.5’s 

impact on plaintiffs’ lost profit award, and entering a new judgment based on 

that statement of decision. The parties shall bear their own costs on appeal.
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_________________________

Rodríguez, J.

WE CONCUR:

_________________________

Tucher, P. J.

_________________________

Fujisaki, J.

A160574