Filed 11/3/23 West Casitas v. Swing House Stages CA2/5

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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION FIVE

WEST CASITAS, LLC,

Plaintiff and Respondent,

v.

SWING HOUSE STAGES, INC.,

Defendant and Appellant.

 B320621

 (Los Angeles County

 Super. Ct. No. 21STCV37974)

APPEAL from an order of the Superior Court of Los 

Angeles County, James C. Chalfant, Judge. Affirmed. 

Weinberg Gonser Frost, Christopher L. Frost and Ashley R. 

Morris; Rosen Saba and Michael J. Peng for Defendant and 

Appellant.

Shumener, Odson & Oh, Robert J. Odson and Daniel E. 

French for Plaintiff and Respondent.

_____________________
2

Tenant Swing House Stages, Inc. appeals from an order 

granting landlord West Casitas, LLC’s application for a writ of 

attachment to secure $608,173.12 in alleged unpaid rent.

1 The 

sole issue on appeal is whether tenant may apply an offset to the 

attachment for civil penalties it claims landlord must pay to 

tenant for violating COVID 19-related government emergency 

orders. Tenant alleges landlord illegally charged it interest and 

late fees on the unpaid rent. Because civil penalties may not 

lawfully be offset from attached funds in these circumstances, we 

affirm the order.

FACTUAL AND PROCEDURAL BACKGROUND

In 2014, tenant and landlord entered into a commercial 

lease for property located on Casitas Avenue in the City of Los 

Angeles. The 10-year lease covered the period from February 18, 

2014, to February 17, 2024, with an option to renew. The lease 

specified annual increases in the monthly rent and by 

February 18, 2020, rent was $28,500 per month with a ten 

percent late fee if payment was not made within five days of the 

due date.

1. COVID-related Legislation

On March 4, 2020, Governor Gavin Newsom declared a 

state of emergency in California arising from the COVID-19 

pandemic. By executive order, Governor Newsom authorized 

local governments to limit residential and commercial evictions

1 Attachment is a prejudgment remedy that grants a plaintiff

creditor a lien on the defendant debtor’s assets until final 

adjudication of a claim brought by the plaintiff. (Code of Civ. 

Proc., § 482.010 et seq; Royals v. Lu (2022) 81 Cal.App.5th 328, 

345.)
3

for nonpayment of rent and other fees due to the impact of 

COVID-19 restrictions on a tenant’s income. At the same time, 

the County Health Officer issued safer-at-home orders that

compelled the temporary closure of nonessential retail 

businesses, of which tenant was one.2

a. The County Resolution

In response to the Governor’s executive order, the Los 

Angeles County Board of Supervisors placed a temporary 

moratorium on evictions of residential and commercial tenants

via successive emergency orders or resolutions, each of which 

“supersede[d] all previously issued resolutions and executive 

orders concerning the Protections within the County.”3 The

Resolution did not forgive a tenant’s obligation to pay rent but 

allowed tenants additional time to repay any amounts due and 

encouraged the parties to agree to a payment plan. Relevant to 

this appeal, the Resolution prohibited landlords from charging 

late fees and interest on the unpaid rent during the moratorium 

period, which was extended to 2022 for commercial tenants. It 

also granted tenants civil remedies against landlords for violation 

of its provisions. The parties do not challenge the validity of the 

Resolution.

2 The record indicates tenant was able to reopen its business 

sometime after the safer-at-home orders were allowed to expire. 

3 The trial court took judicial notice of the various County 

resolutions. We do not describe each iteration but identify

relevant parts when the terms and provisions material to this 

appeal were implemented. Unless specifically identified by the 

date of enactment, we will refer to the resolutions collectively as 

the “Resolution” since only the most recent one applies.
4

On March 19, 2020, the Chair of the Los Angeles County

Board of Supervisors issued an executive order that prohibited a 

landlord from evicting a tenant for nonpayment of rent, late 

charges or other fees, “if the Tenant demonstrates an inability to 

pay” and “has provided notice to the Landlord within seven (7) 

days after the date that rent was due . . . .” The executive order 

did not specify how a tenant could demonstrate an inability to 

pay. The executive order was ratified by the Board of 

Supervisors on March 31, 2020, via Resolution and the Board 

included a ban on rent increases in the Resolution. 

On September 1, 2020, the Board of Supervisors revised the 

Resolution to prohibit “interest or late fees on unpaid rent or 

other amounts otherwise owed, during the Moratorium Period. 

Landlords are prohibited from retroactively imposing or 

collecting any such amounts following the termination of the 

Moratorium.” A landlord who violated this prohibition “shall be 

punishable as set forth in Chapter 2.68 of the County Code.” 

Chapter 2.68.320 specifies that any violation of an emergency

rule, regulation, order or directive “is a misdemeanor, punishable 

by a fine not to exceed $1,000 or by imprisonment for a period not 

to exceed six months, or both . . . .”

On February 23, 2021, the Board of Supervisors increased 

the amount of administrative fines and civil penalties against 

landlords under the Resolution as follows: “The maximum 

administrative fine for violations of Paragraph VIII of this 

Resolution [prohibiting charging late fees or interest on unpaid 

rent] is temporarily increased for the duration of this Moratorium 

from $1,000 to up to $5,000 per violation for each day the 

violation continues . . . .” 
5

For the first time, commercial tenants employing between 

10 and 100 people were required to “provide written 

documentation demonstrating financial hardship, along with 

notice of inability to pay rent,” to the Landlord within seven days 

after the date that rent was due.4

On July 20, 2021, the County Department of Consumer and 

Business Affairs (DCBA) issued revised guidelines to aid in the 

implementation of the Resolution. The DCBA suggested the 

written documentation of financial hardship could include bank 

statements, gross sales receipts, and evidence of expenses, all 

demonstrating a change from before the pandemic and after, as 

well as any applicable federal, state, and local health officer 

orders which demonstrated restrictions on business activity 

relevant to a tenant. The DCBA further stated that any tenant 

protections identified in the County Resolution would constitute 

affirmative defenses in any unlawful detainer or civil action for 

repayment of rental debt. It is undisputed that tenant never 

provided bank statements, sales receipts, or evidence of expenses 

to landlord to demonstrate financial hardship. 

In the January 25, 2022 Resolution, the Board of 

Supervisors stated the eviction moratorium (now termed tenant 

protections) for commercial tenants would end on January 31, 

2022. This is the Resolution upon which the parties relied in 

their briefing in the trial court. It contained the provisions 

described above, including the prohibition against charging late 

fees and interest, civil remedies for tenants, and civil penalties 

for violation of its provisions.

4 It is undisputed that tenant employed between 10 and 100 

people during the relevant time. 
6

On March 6, 2023, when it filed its respondent’s brief in 

this court, landlord also requested judicial notice of the most 

recent Resolution dated January 24, 2023, which states that “all 

provisions stated [in the Resolution] shall apply commencing 

March 4, 2020, and shall remain in effect until March 31, 2023, 

unless extended or repealed by the Board of Supervisors. This 

Resolution supersedes all previously issued resolutions and 

executive orders concerning the Protections within the County.” 

We granted that request.

Paragraph VIII of the current Resolution reiterates that

“Landlords shall not charge interest or late fees on unpaid rent or 

other amounts otherwise owed, from March 1, 2020, through 

March 31, 2023. Landlords are prohibited from retroactively 

imposing or collecting any such amounts following the 

termination or expiration of this Resolution.”

The Resolution also continues to authorize civil remedies 

and penalties for violations of its protections: “Any Tenant . . .

may enforce the provisions of Paragraphs V, VI, VII, VIII or IX of 

this Resolution by means of a civil action seeking civil remedies 

and/or equitable relief.[

5] Landlords shall be subject to civil 

penalties pursuant to Sections 8.52.170 and 8.57.140 of the 

County Code. The maximum civil penalty for violation of 

Paragraph IX of this Resolution [addressing harassment and 

5 Paragraph V addresses the general applicability of the 

Resolution, including deadlines and jurisdiction; Paragraph VI 

describes the eviction protections; Paragraph VII prohibits rent 

increases in Unincorporated County areas; Paragraph VIII 

prohibits, among other things, interest and late fees on unpaid 

rent from March 1, 2020, through March 31, 2023.
7

retaliation protections] is increased from $1,000 to up to $5,000 

per violation for each day the violation continues . . . .”

6

b. Other State and Local Measures

From 2020 to 2023, state and local governments enacted 

similar measures to halt commercial and residential evictions for 

nonpayment of rent due to the financial impacts of COVID-19. 

(See Code Civ. Proc., § 1179.01, et seq.; LAMC Ordinance No. 

186606.) Although the record contains copies of some of these 

statutes and ordinances, the parties generally rely on the County 

Resolution as described above and we need not discuss in detail 

the other measures enacted.

2. The Complaint and Cross-complaint

On October 14, 2021, landlord sued tenant for breach of the 

lease, seeking unpaid rent in excess of $430,000. Landlord 

6 The parties dispute whether the civil penalties identified in 

this paragraph apply to commercial landlords. Chapter 8.52.160 

of the Los Angeles County Code sets out the administrative fines 

applicable to violations of the Rent Stabilization and Tenant 

Protections Ordinance for residential tenants while chapter 

8.57.130 sets out the administrative fines for violation of the 

Mobilehome Rent Stabilization and Mobilehome Owner 

Protections Ordinance.

We need not decide whether the “civil remedies” that a 

tenant may recover via a civil enforcement action includes the

“civil penalties” of up to $5,000 per violation for each day the 

violation continues. Even if tenant may recover civil penalties

under this paragraph, we conclude, as discussed below, that the

civil penalties referenced in this paragraph are not claims upon 

which an attachment may issue.
8

alleged tenant stopped paying rent regularly beginning in April 

2020. 

Tenant filed a cross-complaint against landlord, its parent 

company, and the parent company’s owner and employees for 

breach of contract, breach of the implied covenant of fair dealing, 

fraud, negligent misrepresentation, concealment, discrimination, 

sexual harassment, unfair competition, and violation of various 

statutory duties.

7

Relevant to this appeal, tenant alleged in the eleventh and 

final cause of action that landlord harassed tenant by suggesting 

tenant committed an incurable default of the lease without any 

evidence or notification, illegally assessed late charges and 

interest, and filed a lawsuit for collection of rent before payment 

was due in violation of the Resolution timelines. For these 

7 The first eight causes of action in the cross-complaint are 

not directed to the claim of illegally charging late fees and 

interest but are based on the allegation that an employee of 

landlord’s parent company began a romantic relationship with 

tenant’s CFO without her knowledge that he was employed with 

landlord. Landlord then used the personal and confidential 

information disclosed by tenant’s CFO during this dating 

relationship to renegotiate the lease between the parties. Tenant 

further alleged that when its CFO discovered landlord’s role in 

her dating relationship, she ended the relationship. She then 

was subjected to unreasonable, unlawful, and harassing demands 

during the lease negotiations. 

In the ninth cause of action for declaratory relief, tenant 

alleged it was excused from payment of rent under Civil Code 

section 1511 by the COVID-19 pandemic. In the tenth cause of 

action, tenant alleged that landlord violated the “COVID-19 

Small Landlord and Homeowner Relief Act of 2020” under Civil 

Code section 3273.15. Those claims are not before us.
9

violations, landlord was subject to a civil action for fines of up to 

$5,000 per violation per day. Tenant specifically alleged, “To the 

present day, approximately 316 days have elapsed since CrossDefendant’s [sic] began their violation of the moratorium, which 

multiplied by $5,000 per day for a single violation means, as at 

the present time, Cross-Defendants and each of them are subject 

to a fine and penalty of a minimum of $1,751,000 and accruing.”8

3. The Attachment Proceedings

On April 4, 2022, landlord filed an application for a right to 

attach order and writ of attachment against tenant’s property

pursuant to Code of Civil Procedure (CCP) section 483.010.

9 The 

parties do not challenge that CCP section 483.010 applies in this 

setting.

Landlord submitted a declaration from landlord’s property 

manager demonstrating tenant stopped paying rent beginning 

April 2020 and thereafter only made sporadic payments. The 

property manager presented a ledger of rent owed that showed 

tenant failed to pay $608,173.12 under the lease, not including 

any late fees. The property manager also stated tenant never 

8 Tenant alleged landlord’s violation of the Resolution began

on March 30, 2021. The cross-complaint was filed March 28, 

2022, 363 days later. On appeal, tenant calculates landlord’s 

exposure to be $10,990,000. 

9 CCP 483.010, subdivision (a), provides: “Except as 

otherwise provided by statute, an attachment may be issued only 

in an action on a claim or claims for money, each of which is 

based upon a contract, express or implied, where the total 

amount of the claim or claims is a fixed or readily ascertainable 

amount not less than five hundred dollars ($500) exclusive of 

costs, interest, and attorney's fees.”
10

provided landlord with financial documentation such as bank 

statements substantiating an inability to pay rent due to the 

COVID-19 pandemic, aside from a self-prepared financial 

statement for the year 2021. Landlord argued tenant was 

required to submit supporting documentation under the 

Resolution and the DCBA guidelines. 

Tenant opposed landlord’s petition, arguing, in pertinent 

part, that tenant was protected by the various state and local 

eviction moratoriums and landlord’s purported damages were 

offset by penalties to which tenant was entitled given landlord’s 

violations of the County’s Resolution. Tenant asserted landlord’s 

rent ledger demonstrated it illegally accrued interest and late 

fees from October 2020 to September 2021 and landlord 

attempted to pressure tenant to sign a new lease agreement that 

would have included the late fees and interest. Lastly, tenant 

argued landlord illegally seized tenant’s security deposit in 

violation of the resolution’s prohibition against such conduct. 

According to tenant, “[i]f this [trial] Court were to calculate 

violations for Landlord’s interest charge accrual (submitted 

June 18, 2021), Landlord’s late fee accruals (from October 8, 2020 

through September 2, 2021) and Landlord’s seizure of Swing 

House’s security deposit on September 2, 2021 – at a rate of 

$5,000 per violation, per day – Landlord is facing the potential of 

millions of dollars in penalties.” 

In its opposition, tenant submitted its unverified crosscomplaint alleging facts “on information and belief.” Tenant’s 

chief financial officer additionally attested in a declaration that 

tenant “predominantly” ceased business operations from March 

2020 through August 2020, and alerted landlord about the impact 
11

of COVID-19 on tenant’s business via email correspondence dated 

2020 and 2021, which was attached.

Correspondence filed by the parties reflected their efforts to 

negotiate payment of the accrued rent, including their disputes 

regarding landlord’s attempt to include interest and late fees in 

its calculation of what was owed. In one email dated October 14, 

2020, landlord stated, “Please note that we have withheld 

charging late fees for the unpaid rents since March which would 

total $15,657.10. As an incentive, I would be willing to waive 

these fees if we are able to reach an agreement on the rent and 

the lien within 10 days. Otherwise, these fees will be added to 

the balance due on October 25th.” 

In May and June of 2021, the parties attempted to 

negotiate a new lease, which contained a timeline for payment of 

past due rent and interest beginning January 2022 “[p]rovided 

that there is no law, ordinance or regulation related to the 

Pandemic that would prohibit Landlord from charging interest on 

past due rent.” Tenant objected to the late fees and interest, 

citing to the prohibitions in the Resolution. Landlord ultimately

agreed not to charge interest through December 31, 2021, and 

waived the late fees but asserted it believed it could begin

charging interest beginning January 1, 2022. A lease ledger 

dated September 9, 2021, showed late fees were charged on paper

from March 2020 to August 2021, but a notation of “reverse [late]

fees due to pandemic” showed a credit of $31,351.00 for that time 

period.

At oral argument on the attachment motion, tenant 

claimed civil penalties were quasi-contractual in nature and 

therefore were available as an offset under the Attachment Law. 

(CCP, § 482.010.) According to tenant, the Resolution informed 
12

the commercial lease between the parties during the Protections 

Period and must be read in conjunction with – and as an 

extension of – the commercial lease between the parties in an 

attachment proceeding. Tenant also argued that a force majeure 

event frustrated the purpose of the commercial lease, and 

tenant’s performance was thus excused. 

The trial court granted landlord’s petition and issued a writ 

of attachment for $608,173.12. The trial court considered 

tenant’s argument for an offset and determined that tenant had 

failed to make a prima facie case for its claims as required by 

CCP section 483.105. The court also concluded tort damages 

could not be used to offset a contract-based attachment claim. 

The court issued the writ of attachment after landlord posted a 

$10,000 undertaking as required under CCP section 489.220.

Tenant timely appealed from the order granting the writ of 

attachment. (CCP, § 904.1, subd. (a)(5).)

DISCUSSION

On appeal, tenant does not argue that the issuance of an 

attachment order against it for the alleged unpaid rent is not 

permitted by statute. It instead challenges the trial court’s 

rejection of its offset argument. Tenant asserts the amount that 

otherwise could be secured by the attachment order should have 

been entirely offset by the civil penalties owed by landlord for its 

violation of the Resolution, specifically the provisions prohibiting 

landlord from charging late fees and interest on the unpaid 

rent.

10 Tenant also contends landlord’s seizure of tenant’s 

10 Tenant asserts landlord violated the Resolution by 

charging late fees and interest but not that it ever paid any 

interest or late fees to landlord. 
13

security deposit for the payment of unpaid rent violated the 

Resolution, but fails to cite to any part of the Resolution that 

prohibits this action.

11

Landlord asserts tenant’s offset argument fails in multiple 

ways, including that the civil penalties alleged against landlord

in tenant’s cross-complaint do not fulfill the requirements of CCP

section 483.010 because: (1) they are not claims for money based 

upon an implied or express contract and (2) no statute otherwise 

provides for attachment under these circumstances.12 Landlord’s 

argument concludes that, because tenant has failed to provide 

sufficient evidence that demonstrates its cross-complaint is one 

upon which an attachment could be issued under the Attachment 

Law, tenant is not entitled to an offset on the attached funds.

1. The Attachment Law

“ ‘ “Attachment is an ancillary or provisional remedy to aid 

in the collection of a money demand by seizure of property in 

advance of trial and judgment.” ’ ” (Kemp Bros. Construction, Inc. 

11 On appeal, tenant appears to have abandoned its 

harassment claims as a basis for an offset against landlord.

12 Landlord additionally contends tenant failed to 

demonstrate that its claims are of a “fixed or readily

ascertainable amount.” (CCP § 483.010(a).) Without deciding 

the issue, we observe that the Resolution sets out a “maximum”

civil penalty of $5,000 per day for each violation. Tenant has 

alternately calculated landlord’s total penalties to be: (1) “a 

minimum of $1,751,000 and accruing” in its cross-complaint;

(2) “the potential of millions of dollars in penalties” in its 

opposition to the motion for attachment order; and $10,990,000 

on appeal. [Underlining added.] We need not consider landlord’s 

other challenges to tenant’s offset argument. 
14

v. Titan Electric Corp. (2007) 146 Cal.App.4th 1474, 1476

(Kemp).) The procedures and grounds for obtaining orders of 

attachment are governed by CCP section 481.010, et seq. 

Because California’s Attachment Law is purely statutory, it is 

strictly construed. (Bank of America v. Salinas Nissan, Inc.

(1989) 207 Cal.App.3d 260, 270.)

Before an order of attachment may issue, the court must 

find all of the following: (1) the claim upon which the attachment 

is based is one upon which an attachment may be issued; (2) the 

applicant has established “the probable validity” of the claim 

upon which the attachment is based; (3) the attachment is not 

sought for a purpose other than the recovery on the claim upon 

which the request for attachment is based; and (4) the amount to 

be secured by the attachment is greater than zero. (CCP,

§ 484.090.) To establish the probable validity of its claim, the 

applicant must show that it is more likely than not it will obtain 

a judgment against the defendant on its claim. (CCP, § 481.190.)

A prejudgment attachment may secure the “amount of the 

defendant’s indebtedness claimed by the plaintiff” as well as 

estimated costs and allowable attorney fees. (CCP, § 483.015, 

subd. (a).) The amount to be secured by an attachment shall be 

reduced or offset by, among other things, the “amount of any 

indebtedness of the plaintiff that the defendant has claimed in a 

cross-complaint filed in the action if the defendant’s claim is one 

upon which an attachment could be issued.” (CCP, § 483.015, 

subd. (b)(2); italics added.) An attachment may issue “only in an 

action on a claim or claims for money, each of which is based 

upon a contract, express or implied, where the total amount of 

the claim or claims is a fixed or readily ascertainable amount not 

less than five hundred dollars exclusive of costs, interest, and 
15

attorney’s fees,” except as otherwise provided by statute. (CCP,

§ 483.010.) 

If a cross-complaint forms the basis of an attachment offset, 

section 483.015 “does not explicitly require more than a filed 

cross-complaint or contract defense in an answer that would itself 

support an attachment. However, to sustain reduction in a writ 

amount, most courts require that defendant provide enough 

evidence about its counterclaims and/or defenses to prove a prima 

facie case.’ ” (Lydig Construction, Inc. v. Martinez Steel Corp. 

(2015) 234 Cal.App.4th 937, 943–945 (Lydig), quoting Ahart, Cal. 

Practice Guide: Enforcing Judgments and Debts, supra, ¶ 4:64, 

p. 4-18 (rev. #1, 2010).) “ ‘Courts are generally suspicious of 

vague, unsupported counterclaims and defenses.’ ” (Ibid.; see 

Pos–A–Traction v. Kelly–Springfield Tire Co. (C.D.Cal. 2000) 

112 F.Supp.2d 1178, 1183.) 

2. Standard of Review

“ ‘On appeal from an attachment order, we review the 

record for substantial evidence to support the trial court’s factual 

findings. [Citation.] We apply the same evidentiary standard to 

an attachment hearing decided on affidavits and declarations as 

to a case tried on oral testimony. [Citation.] We will not disturb 

a determination upon controverted facts unless no substantial 

evidence supports the court’s determination.” (Goldstein v. Barak 

Constr. (2008) 164 Cal.App.4th 845, 853.) But where we are 

required to interpret the meaning of a statute, our review is de 

novo. (Royals v. Lu, supra, 81 Cal.App.5th at p. 344.)

3. The Cross-complaint is Not Based on Contract

The civil penalties which tenant argues should offset 

landlord’s attachment are not claims for money based upon an 
16

express or implied contract as required by CCP section 483.010. 

The Civil Code addresses which contracts are express or implied: 

“The terms of an express contract are stated in words. (Civ.

Code, § 1620.) The existence and terms of an implied contract 

are manifested by conduct. (Civ. Code, § 1621.) The distinction

reflects no difference in legal effect but merely in the mode of 

manifesting assent.” (Retired Emps. Assn. of Orange Cnty., Inc. 

v. Cnty. of Orange (2011) 52 Cal.4th 1171, 1178.) Tenant does not 

suggest that the prohibitions and attendant civil penalties

alleged in the cross-complaint are based on the parties’ assent. 

Instead, tenant argues they were imposed by law. 

Tenant advances a theory based on an implied-in-law 

contract or quasi-contract, arguing that it may waive its tortbased claims and instead assert claims for money had and 

received, unjust enrichment, or restitution. According to tenant,

these quasi-contractual theories of recovery fulfill the “implied”

contract requirement of CCP section 483.010. We are not 

persuaded.

Tenant did not allege causes of action for money had and 

received, unjust enrichment, or restitution in its cross-complaint. 

Nor could it have done so successfully. In the context of the facts 

of the present case, for an attachment, each of these theories of 

recovery would have required tenant to have actually paid the 

interest or late fees which it claims landlord wrongfully charged. 

“ ‘The quasi-contract, or contract “implied in law,” is an obligation

. . . created by the law without regard to the intention of the 

parties, and is designed to restore the aggrieved party to his or 

her former position by return of the thing or its equivalent in 

money.’ ” (Unilab Corp. v. Angeles-IPA (2016) 244 Cal.App.4th 

622, 639; see Ajaxo Inc. v. E*Trade Group Inc. (2005) 
17

135 Cal.App.4th 21, 56 [“ ‘restitution requires that the defendant 

shall give something back to the plaintiff; and it may be supposed 

that the defendant cannot do this unless he has received 

something of value at the plaintiff’s hands’ ”]; Ghirardo v. 

Antonioli (1996) 14 Cal.4th 39, 51 [“Under the law of restitution, 

an individual may be required to make restitution if he is 

unjustly enriched at the expense of another. A person is enriched 

if he receives a benefit at another’s expense”].)

Tenant does not contend it ever paid interest or late fees to 

landlord. It instead contends landlord violated the Resolution by 

stating that it was charging late fees and interest. Likewise, the 

thrust of landlord’s claim against tenant is that tenant has not 

paid rent since 2020, much less late fees or interest on the unpaid 

rent. Under these circumstances, an attachment based on 

tenant’s claims would not accomplish the restoration of tenant’s

“former position” by return of money it never paid. 

For the same reason, we are not persuaded by tenant’s 

broad argument that “business torts” can be pled on a quasicontract theory that would entitle it to an offset. In each of the 

cases cited by tenant for this proposition, the defendant obtained

money or property that rightfully belonged to the plaintiff. (See 

De Leonis v. Etchepare (1898) 120 Cal. 407, 409 [defendant agent 

retained rents and other amounts that he collected on plaintiff’s 

behalf]; McCall v. Superior Court in and for Imperial Cnty. (1934) 

1 Cal.2d 527, 529 [plaintiff buyer sought the return of money he 

paid for the purchase of real property]; L.A. Drug Co. v. Superior 

Court in and for L.A. Cnty. (1936) 8 Cal.2d 71, 72 [defendants 

failed to pay plaintiff for goods they received]; Arcturus Mfg. 

Corp. v. Rork (1961) 198 Cal.App.2d 208, 209 [employee received 

“secret profits and kickbacks” that belonged to the employer]; 
18

Hill v. Superior Court in and for Alameda Cnty. (1940) 16 Cal.2d 

527, 530 [executor embezzled money from estate]; Klein v. 

Benaron (1967) 247 Cal.App.2d 607, 609 [defendant failed to 

repay $50,000 loan]; Philpott v. Superior Court (1934 1 Cal.2d 

512, 518 [defendant sold worthless stock to plaintiff].)13 Landlord 

never took anything or wrongly detained anything from tenant.

We also reject tenant’s reliance on Kizer v. Cnty. of San 

Mateo (1991) 53 Cal.3d 139, overruled on a different ground by 

Los Angeles Unified Sch. Dist. v. Superior Ct. (2023) 14 Cal. 5th 

758 for the proposition that civil penalties may be applied as an 

offset and Pintor v. Ong (1989) 211 Cal.App.3d 837, 844 for the 

proposition that civil penalties are considered quasi-contractual 

for attachment purposes. Neither case is an attachment case,

and both are distinguishable on this ground alone. (Santisas v. 

Goodin (1998) 17 Cal.4th 599, 620 [“An appellate decision is not 

authority for everything said in the court’s opinion but only ‘for 

the points actually involved and actually decided’ ”].) 

4. No Statute Otherwise Provides for Attachment

Nor is attachment authorized as an aid to enforcement by 

the County Resolution or any statute as required under section 

13 We summarily reject tenant’s further arguments, 

unsupported by legal authority or analysis, that its claims are 

quasi-contractual in nature because the parties lacked an 

enforceable lease due to the County Resolution and landlord was 

somehow unjustly enriched by the writ of attachment itself. 

“When a party provides a brief without argument or citation of 

authority, we may ‘treat the points as waived, or meritless, and 

pass them without further consideration.’ ” (In re Marriage of 

Stanton (2010) 190 Cal.App.4th 547, 561.) 
19

483.010, subdivision (a), which limits attachment to contractbased claims “[e]xcept as otherwise provided by statute.” The 

Law Revision Commission Comments to CCP section 438.010 

lists the statutes which expressly authorize civil attachment. 

(Law Revision Commission Comments, 1974-1990 Rev. Comment 

for section 483.010; Royals v. Lu, supra, 81 Cal.App.5th at p. 346, 

n. 11 [listing statutes].) 

The Resolution relied upon by tenant is not one of them. 

First, the Resolution is a local ordinance, not a state statute. 

(See O'Connell v. City of Stockton (2007) 41 Cal.4th 1061, 1067 

[discussing the interplay between local ordinance and state law].)

Second, the Resolution does not authorize or even mention 

attachment. Tenant has not directed us to any statute that 

authorizes an attachment order for civil penalties prescribed by a 

local ordinance.

Finally, we are not persuaded by tenant’s citation to People 

ex rel. Younger v. Allstate Leasing Corp. (1972) 24 Cal.App.3d 

973, 975. In that case, former Code of Civil Procedure section 

537, subdivision 5, expressly authorized a prejudgment 

attachment “(i)n an action by the State of California . . . for the 

collection of any moneys due upon any obligation or penalty 

imposed by law.” The Code of Civil Procedure, in which the 

Attachment Law resides, is a collection of state statutes; here we 

are dealing with local resolutions and executive orders. (See 

Lewis v. Dunne (1901) 134 Cal.291, 293 [“Now, what is the Code 

of Civil Procedure? It is merely a name given to a large part of 

the general laws of the state”].)
20

DISPOSITION

The order granting landlord’s motion for a writ of 

attachment is affirmed. Respondent landlord to recover its costs 

on appeal.

RUBIN, P. J.

WE CONCUR:

BAKER, J.

KIM, J.