Filed 12/16/22 Beveridge v. Solorzano CA4/1

NOT TO BE PUBLISHED IN OFFICIAL REPORTS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 This opinion has not been certified for publication or ordered published for 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

COURT OF APPEAL, FOURTH APPELLATE DISTRICT

DIVISION ONE

STATE OF CALIFORNIA

MICHAEL J. BEVERIDGE,

Plaintiff and Appellant,

v.

YOLANDA SOLORZANO,

Defendant and Respondent.

 D079070

 (Super. Ct. No. 37-2016-

00038444-CU-BC-CTL)

APPEAL from a postjudgment order of the Superior Court of San Diego 

County, Eddie C. Sturgeon, Judge. Affirmed.

Keith H. Rutman for Plaintiff and Appellant.

Niddrie Addams Fuller Singh and Rupa Singh for Defendant and 

Respondent.

I

INTRODUCTION

Michael J. Beveridge secured a default judgment against Makeover 

Max, Inc. (hereafter, Makeover Max) in a case involving the breach of a 

construction contract. Then, he moved to amend the judgment to add former 
2

Makeover Max officer and shareholder Yolanda Solorzano as an alter ego 

judgment debtor under Code of Civil Procedure section 187.1 The trial court 

denied the motion, finding Beveridge failed to demonstrate either that 

Solorzano controlled the underlying litigation between Beveridge and 

Makeover Max, or that she and the company had a unity of interest and 

ownership—both of which were necessary conditions to add Solorzano as an 

alter ego judgment debtor. 

We agree with the trial court that Beveridge did not establish 

Solorzano’s control over the underlying litigation and affirm the denial order 

on that basis. Because we affirm the denial order on this basis, it is 

unnecessary for us to determine whether there was a unity of interest and 

ownership between Solorzano and Makeover Max.

II

BACKGROUND

A. The Construction Contract

In 2012, Beveridge retained Makeover Max to complete construction 

and repair projects at his residence. The parties signed a written 

construction contract, effective November 3, 2012. Frank Rogers (Rogers), a 

Makeover Max salesperson and Solorzano’s husband, entered into the 

construction contract on behalf of the company. 

At the time the construction contract was signed, Solorzano served as

the chief financial officer and secretary of Makeover Max. Iliana Rogers 

Solorzano (Iliana), the daughter of Solorzano and Rogers, served as the 

company’s chief executive officer. Solorzano owned 90 percent of the 

company’s shares and a third party owned 10 percent of its shares. 

1 Further undesignated statutory references are to the Code of Civil 

Procedure.
3

Makeover Max began work under the construction contract, but 

Beveridge was dissatisfied with the progress and quality of the work. On or 

about March 25, 2013, he retained another construction firm to inspect and 

repair Makeover Max’s work. 

B. The Litigation

On October 31, 2016, Beveridge filed a complaint against Makeover 

Max, Solorzano, and Iliana for breach of contract, deceit, fraud in the 

inducement, and negligent misrepresentation based on the company’s 

allegedly deficient work. All three defendants defaulted and default 

judgments were entered against them on June 26, 2017. Thereafter, 

Solorzano and Iliana appeared in the action and moved to set aside their

defaults and default judgments due to defective service of summons. The 

court set aside the defaults and default judgments against them, leaving 

intact a default judgment against Makeover Max for $53,813. 

In February 2019, the case proceeded to trial on Beveridge’s claims 

against Solorzano and Iliana. However, soon after trial began, Beveridge 

voluntarily dismissed these claims. Rather than proceeding against 

Solorzano and Iliana individually, he decided to pursue a theory that they 

were liable as alter egos of Makeover Max. 

After it became apparent that Beveridge intended to pierce the 

corporate veil, Solorzano filed a motion to vacate the default and default 

judgment against Makeover Max on grounds that the company was not 

served with process. She stated she was no longer an officer or shareholder of 

the company, but she argued she should nonetheless be allowed to pursue the 

requested relief because the default judgment had a “profound effect” on her. 

She argued that Beveridge planned to move to amend the default judgment 

to add her as an alter ego judgment debtor and, “[w]ithout the default 
4

judgment, there would be absolutely no claim” against her. The court denied 

the motion for reasons that are not apparent from the record. 

Over the ensuing year, Beveridge conducted virtually no discovery on 

the issue of alter ego status. Nonetheless, on June 12, 2020, he moved to

amend the judgment to add Solorzano as a judgment debtor.2 He argued 

there was a unity of interest and ownership between Makeover Max and 

Solorzano because: (1) she and her family members organized, operated, and 

managed the company; (2) she was at one point an officer and majority 

shareholder of the company; and (3) she purportedly commingled corporate 

and personal funds and treated corporate assets as her own. 

In support of his claim of comingled funds and personal use of corporate 

assets, Beveridge filed records obtained from Solorzano’s personal bank 

account. The records included 14 checks ranging in amount from $2,000–

$5,000, which Makeover Max periodically issued to Solorzano in 2012 and

2013. They also included seven more recent deposit slips reflecting deposits 

into Solorzano’s account. The deposits ranged in amount from $10,000–

$22,768. The deposit slips did not disclose the source of the deposited funds. 

On June 26, 2020, Solorzano opposed the motion to add her as an alter 

ego judgment debtor. She argued the motion should be denied because 

Beveridge failed to establish that she had control over the underlying 

litigation between Beveridge and Makeover Max. According to Solorzano, she 

resigned as a corporate officer and relinquished all of her shares to Rogers on 

June 24, 2013. She argued she did not even have the authority to hire 

2 Beveridge also moved to amend the judgment to add Iliana as an alter 

ego judgment debtor. The trial court denied the motion. That ruling is not at 

issue in this appeal.
5

counsel for the company or accept service on its behalf because she was not a 

corporate officer, director, employee, or owner when the complaint was filed.3

Solorzano argued the motion should be denied, in the alternative, 

because Beveridge did not establish a unity of interest and ownership 

between herself and Makeover Max. She argued he had merely proven that 

she was a former officer and shareholder of the company—an insufficient 

basis upon which to find a unity of interest and ownership. She submitted a 

declaration averring she never comingled funds or used corporate assets as 

her own. Further, with regard to the deposit slips reflected in her bank 

records, she contended there was no evidence the deposited funds came from 

Makeover Max or any of its clients or customers. 

On November 17, 2020, Beveridge filed a supplemental brief and 

evidence to “augment” his pending motion to amend the judgment. He 

largely repeated the same arguments from his motion. But, for the first time, 

he argued Solorzano had control of the litigation because she moved (albeit 

unsuccessfully) to vacate the default and default judgment against Makeover 

Max. 

On December 8, 2020, Solorzano filed a supplemental declaration 

addressing Beveridge’s allegations of commingled funds and personal use of

corporate assets. She averred she received biweekly wages ranging from 

$3,000–$5,000 when she worked for the company, which explained the 

periodic deposits she received from the company in 2012 and 2013. She also 

alleged she received income from other sources (specifically, from renting

3 Rogers died unexpectedly on October 4, 2014. The appellate record and

the parties’ briefs do not disclose what happened to Roger’s corporate shares 

after his death.
6

billboard space and selling real estate), which explained the deposits shown

on the deposit slips. 

On December 11, 2020, the trial court denied Beveridge’s motion. The 

court concluded he failed to establish that Solorzano controlled the 

underlying litigation between Beveridge and Makeover Max. In particular, it 

credited Solorzano’s averment that she lost her ownership interests and 

resigned from the company in mid-2013. Further, it found that Solorzano’s 

unsuccessful motion to vacate the default and default judgment against the 

company, filed on June 26, 2019, did “not support [the claim that] Solorzano 

had control over the litigation with Makeover Max,” which had ended two 

years earlier with an entry of a default judgment. 

The court found that Beveridge did not demonstrate a unity of interest

either. Regarding the allegations of commingled funds and personal use of 

corporate assets, the court noted the periodic payments from Makeover Max 

to Solorzano occurred while the company still employed her. Further, it

noted that Solorzano had an explanation for the recent deposits into her bank 

account—according to Solorzano, they came from other sources. The court 

expressly found that Beveridge had made no showing that “these funds came 

from Makeover Max.” 

III

DISCUSSION

A. Legal Principles

Beveridge moved to amend the judgment under section 187. 

Section 187 provides: “When jurisdiction is, by the Constitution or this Code, 

or by any other statute, conferred on a Court or judicial officer, all the means 

necessary to carry it into effect are also given; and in the exercise of this 

jurisdiction, if the course of proceeding be not specifically pointed out by this 
7

Code or the statute, any suitable process or mode of proceeding may be 

adopted which may appear most conformable to the spirit of this Code.”

Under section 187, a court may amend a judgment to add additional 

judgment debtors and thereby make them liable under the judgment. (Wolf 

Metals, Inc. v. Rand Pacific Sales, Inc. (2016) 4 Cal.App.5th 698, 703 (Wolf 

Metals); NEC Electronics Inc. v. Hurt (1989) 208 Cal.App.3d 772, 778 (NEC).) 

“Judgments are often amended to add additional judgment debtors on the 

grounds that a person or entity is the alter ego of the original judgment 

debtor. [Citations.] This is an equitable procedure based on the theory that 

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

inserting the correct name of the real defendant.” (NEC, at p. 778.)

To prevail on a motion to add an alter ego as a judgment debtor, a 

judgment creditor must satisfy three elements: “1) the parties to be added as 

judgment debtors had control of the underlying litigation and were virtually 

represented in that proceeding; 2) there is such a unity of interest and 

ownership that the separate personalities of the entity and the owners no 

longer exist; and 3) an inequitable result will follow if the acts are treated as 

those of the entity alone.” (Triyar Hospitality Management, LLC v. WSI (II) –

HWP, LLC (2020) 57 Cal.App.5th 636, 641 (Triyar).)

The first element is rooted in due process concerns. A party may be 

added as a judgment debtor only if she controlled the underlying litigation 

and was virtually represented in the underlying litigation because due 

process “guarantees that any person against whom a claim is asserted in a 

judicial proceeding shall have the opportunity to be heard and to present his 

defenses.” (Motores de Mexicali, S.A. v. Superior Court (1958) 51 Cal.2d 172, 

176 (Motores).) “ ‘Control of the litigation sufficient to overcome due process 

objections may consist of a combination of factors, usually including the 
8

financing of the litigation, the hiring of attorneys, and control over the course 

of the litigation.’ ” (NEC, supra, 208 Cal.App.3d at p. 781.) “Without control, 

considerations of due process preclude the addition of a party after the 

judgment is a fait accompli.” (Oyakawa v. Gillett (1992) 8 Cal.App.4th 628, 

632 (Oyakawa).)

The second and third elements set forth the conditions necessary for a 

judgment creditor to pierce the corporate veil based on a party’s alter ego 

status. “Under the alter ego doctrine, ... when the corporate form is used to 

perpetrate a fraud, circumvent a statute, or accomplish some other wrongful 

or inequitable purpose, the courts will ignore the corporate entity and deem 

the corporation’s acts to be those of the persons ... actually controlling the 

corporation, in most instances the equitable owners. [Citations.] The alter 

ego doctrine prevents individuals ... from misusing the corporate laws by the 

device of a sham corporate entity formed for the purpose of committing fraud 

or other misdeeds.’ ” (Wolf Metals, supra, 4 Cal.App.5th at p. 703.)

We review an order on a postjudgment motion to add an alter ego 

judgment debtor for abuse of discretion. (Triyar, supra, 57 Cal.App.5th at 

p. 640; Wolf Metals, supra, 4 Cal.App.5th at p. 703.) To the extent the trial 

court’s exercise of discretion is based on disputed factual findings, we review 

the court’s factual findings for substantial evidence. (Ibid.)

B. Beveridge Did Not Establish That Solorzano Controlled the Underlying 

Litigation or Had Effective Representation in the Underlying Litigation

Beveridge appeals the postjudgment order denying his motion to 

amend the judgment to add Solorzano as an alter ego judgment debtor. The 

trial court denied the motion after finding that Beveridge did not satisfy

either of two necessary requirements—(1) he did not show Solorzano had 

control of—and was virtually represented in—the underlying litigation 

between Beveridge and Makeover Max; and (2) he did not show that 
9

Solorzano and Makeover Max shared a unity of interest and ownership. In 

his opening brief, Beveridge challenges the second of these findings, but he 

presents no arguments concerning the first of these findings.

“ ‘Courts will ordinarily treat the appellant’s failure to raise an issue in 

his or her opening brief as a waiver of that challenge.’ ” (In re Marriage of 

Ankola (2020) 53 Cal.App.5th 369, 372, fn. 3; see Allen v. City of Sacramento 

(2015) 234 Cal.App.4th 41, 52 (Allen) [“When legal argument with citation to 

authority is not furnished on a particular point, we may treat the point as 

forfeited and pass it without consideration.”].) By failing to address the 

control and virtual representation finding in his opening brief, Beveridge has 

waived any challenge to that finding. And, because that pivotal finding is 

unchallenged, Beveridge cannot succeed in this appeal.4

Waiver aside, we discern no error in the trial court’s finding that 

Solorzano had no control over—or virtual representation in—the underlying 

litigation between Beveridge and Makeover Max. Three years before 

Beveridge sued Makeover Max, Solorzano relinquished her corporate officer

positions as well as her ownership in the company. No evidence showed that 

she maintained any positions as director, officer, employee, or owner of the 

company at any point during the litigation. There was no evidence that she

made any litigation decisions on behalf of the company. Nor was there 

evidence that she hired or funded attorneys (or had the capacity to hire or 

4 In his reply brief, Beveridge asserts in cursory fashion that Solorzano 

had control over the underlying litigation. Even if he had made this claim in 

his opening brief, it would not be meritorious because he has provided no

factual analysis, legal authorities, or cogent reasoning to support his 

perfunctory assertion. “We are not required to examine undeveloped claims 

or to supply arguments for the litigants.” (Allen, supra, 234 Cal.App.4th at 

p. 52.)
10

fund attorneys) for the company. In fact, no attorney made an appearance for

the company, which became a judgment debtor by way of a default judgment. 

Given these facts and circumstances, the trial court did not err in 

finding that Solorzano had no control over, or virtual representation in, the

underlying litigation. (See Motores, supra, 51 Cal.2d at p. 176 [alleged alter 

egos could not be added as judgment debtors where they did not participate 

in the company’s defense and the judgment was secured by default]; Wolf 

Metals, supra, 4 Cal.App.5th at pp. 708–709 [alleged alter egos could not be 

added as judgment debtors where “the judgment against [the company] was 

entered by default”]; NEC, supra, 208 Cal.App.3d at p. 781 [reversing order 

adding alter ego judgment debtor and finding that “[t]here was no defense for 

[the alter ego] to control” because the company did not defend itself at trial]; 

see also Oyakawa, supra, 8 Cal.App.4th at p. 632 [wife “had no involvement 

with and no control over [husband’s] defense of [plaintiff’s] action. 

Accordingly, she should not have been added as a judgment debtor.”].)

Because Solorzano had no control over the underlying litigation, or

virtual representation in that proceeding, it is unnecessary for us to assess 

whether Solorzano was an alter ego of Makeover Max. (Hall v. Rite Aid Corp.

(2014) 226 Cal.App.4th 278, 297 [there is a “general rule against resolving 

issues unnecessary to the disposition of [an] appeal”].)
11

IV

DISPOSITION

The postjudgment order is affirmed. Respondent is entitled to her 

appellate costs.

McCONNELL, P. J.

WE CONCUR:

O’ROURKE, J.

DO, J.