Filed 4/1/21

CERTIFIED FOR PARTIAL PUBLICATION

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION TWO

TSASU LLC,

Plaintiff and Appellant,

v.

U.S. BANK TRUST, N.A., as 

Trustee, etc.,

Defendant and 

Respondent.

 B298589

 (Los Angeles County

 Super. Ct. No. BC686325)

APPEAL from a judgment of the Superior Court of Los 

Angeles County, Susan Bryant-Deason, Judge. Affirmed.

Garrett & Tully, Ryan C. Squire, Motunrayo D. Akinmurele

and Linda R. Echegaray for Plaintiff and Appellant.

Perkins Coie, David T. Biderman and Ofunne N. Edoziem

for Defendant and Respondent.

* * * * * *

 Pursuant to California Rules of Court, rules 8.1100 and 

8.1110, this opinion is certified for publication with the exception 

of part II of the Discussion.
2

Under California’s Quiet Title Act (Code Civ. Proc., 

§ 760.010 et seq.)

1 (the Act), a third party who “act[s] in reliance 

on” a quiet title judgment retains its property rights—even if that 

quiet title judgment is subsequently invalidated as void—as long 

as the third party qualifies as a “purchaser or encumbrancer for 

value . . . without knowledge of any defects or irregularities in 

[the earlier quiet title] judgment or the proceedings.” (§ 764.060.) 

For these purposes, does “knowledge” mean only actual

knowledge or, instead, both actual and constructive knowledge? 

We hold that it is the latter, such that the Act insulates a third 

party from the effect of a subsequent invalidation of an earlier 

quiet title judgment only if the third party has no actual or

constructive knowledge of any defects or irregularities in that 

judgment. Because the recorded chain of title in this case 

revealed that the earlier quiet title judgment had been 

prosecuted and obtained against a party that no longer held 

interest in a deed of trust and because the third party whose lien 

priority rested on that judgment actually knew of facts 

warranting further inquiry into the validity of the judgment, that 

third party had constructive knowledge of a defect or irregularity 

in the judgment. As a result, the trial court properly granted 

summary judgment against the third party in its current quiet 

title lawsuit to assert lien priority.

FACTS AND PROCEDURAL BACKGROUND

I. Facts

This action deals with a parcel of property located at 9800 

South 5th Avenue in Inglewood, California (the property). 

1 All further statutory references are to the Code of Civil 

Procedure unless otherwise indicated.
3

A. CIT Group Deed of Trust

1. Creation 

In February 2007, Cassandra Celestine (Celestine) 

borrowed $448,000 from CIT Group/Consumer Financing (CIT 

Group); CIT Group secured its loan with a deed of trust in the 

property that was recorded on February 28, 2007 (CIT Deed of 

Trust). 

Celestine paid the first three monthly payments on the 

loan, and then stopped making payments. 

2. Subsequent assignments

In early September 2012, CIT Group assigned the CIT 

Deed of Trust to U.S. Bank, N.A. as trustee on behalf of SASCO 

Mortgage Loan Trust 2007-RNP1 (SASCO).2 The assignment 

was recorded on September 26, 2012. 

In early June 2014, SASCO assigned the CIT Deed of Trust 

to DLJ Mortgage Capital, Inc. (DLJ Mortgage). The assignment 

was recorded on June 13, 2014. 

3. Initiation of foreclosure proceedings

On July 3, 2014, which was less than a month after the 

assignment to DLJ Mortgage, DLJ Mortgage recorded—and 

mailed to Celestine—a notice of default setting forth the 

outstanding balance Celestine owed to DLJ Mortgage and giving 

her 90 days to pay. 

4. Celestine’s quiet title action to set aside and 

expunge the CIT Deed of Trust 

Before the 90-day deadline expired, Celestine on September 

11, 2014, filed a lawsuit (the Celestine Action). Proceeding as a 

2 Prior to this assignment, a false grant deed was recorded 

that purported to convey the CIT Deed of Trust back to Celestine. 

Celestine later agreed to set aside the false grant deed. 
4

self-represented litigant, Celestine alleged 12 claims, including a 

claim under the Act to invalidate the CIT Deed of Trust. She 

filed a notice of lis pendens regarding her lawsuit on September 

23, 2014. 

Although SASCO and DLJ Mortgage had recorded their 

assignment of the CIT Deed of Trust and although Celestine had 

exchanged letters with the loan servicers reaffirming that 

SASCO and then DLJ Mortgage had acquired the CIT Deed of 

Trust from CIT Group, Celestine did not name SASCO or DLJ 

Mortgage as defendants. Instead, she named only (1) CIT Group, 

and (2) “All Persons Known & Unknown Claiming Any Legal Or 

Equitable Right, Title, Estate, Lien, or Interest In The Property 

Described In The Complaint Adverse To Plaintiff Title Or Any 

Cloud On Plaintiff Title Thereto.” What is more, Celestine did 

not properly serve CIT Group with the complaint. 

As a result, no one with an interest in the property was 

ever served with Celestine’s complaint and, consequently, no one 

ever appeared. 

On October 29, 2014, Celestine obtained a default. 

On May 28, 2015, the trial court entered a default 

judgment quieting title to the property against CIT Group and 

permanently enjoining CIT Group and its “successors in interest” 

from “[a]sserting . . . any interest or ownership” in the property, 

including through the CIT Deed of Trust (2015 Quiet Title 

Judgment). The 2015 Quiet Title Judgment was recorded on July 

22, 2016. 

On August 4, 2016, the trial court issued an order 

expunging the CIT Deed of Trust and declaring it to be 

“Reversed, Cancelled, Set Aside and made Null and Void, Ab 
5

Initio, for all purposes” (2016 Expungement Order). The 2016 

Expungement order was recorded on August 10, 2016. 

5. Transfer of loan and assignment of CIT Deed of 

Trust to U.S. Bank

On April 14, 2016, DLJ Mortgage had transferred the loan 

underlying the CIT Deed of Trust to U.S. Bank Trust, N.A., as 

Trustee for LSF9 Master Participation Trust (U.S. Bank). 

On August 3, 2016, DLJ Mortgage assigned the CIT Deed 

of Trust to U.S. Bank. The assignment was recorded on August 

11, 2016. 

6. Proceedings to set aside and expunge the 2015 

Quiet Title Judgment

On December 20, 2016, Caliber Home Loans, Inc. (Caliber) 

specially appeared in the Celestine Action and filed a motion to 

set aside the default and the 2015 Quiet Title Judgment against 

CIT Group on the ground that CIT Group had never received 

notice of the lawsuit. Caliber is the successor in interest to CIT 

Group. 

On May 8, 2017, the trial court granted Caliber’s motion 

and set aside the 2015 Quiet Title Judgment, and on July 10, 

2017, Caliber recorded the order setting aside the judgment.

On July 24, 2017, the trial court granted Caliber’s further 

motion to expunge the 2015 Quiet Title Judgment and the 2016

Expungement Order from the record of title. 

7. Dismissal of Celestine Action

On August 17, 2017, the trial court dismissed the Celestine 

Action for lack of prosecution. 

B. Tsasu Deed of Trust

On September 2, 2016, Celestine borrowed $285,000 from 

Tsasu, LLC (Tsasu); Tsasu secured its loan with a deed of trust 
6

against the property that was recorded on September 15, 2016 

(Tsasu Deed of Trust). 

At the time the Tsasu Deed of Trust was recorded, the 

recorded documents in the record of title for the property 

included (1) the 2015 Quiet Title Judgment against CIT Group

that invalidated the CIT Deed of Trust, and (2) the 2012 and 

2014 assignments of the CIT Deed of Trust reflecting that the 

CIT Group had not owned the CIT Deed of Trust since 2012. In 

deciding whether to loan Celestine money, Tsasu’s CEO relied 

upon a preliminary report prepared by a title insurance company, 

and that report was based upon “the results of the title search” 

obtained by that company. The title search results accurately 

reflected the above described recorded documents—namely, a 

“Judgment, Quiet Title” on July 10, 2015 against “The CIT 

Group” as well as two “Deed of Trust/Assignment[s]” (one to 

SASCO in 2012, and another to DLJ Mortgage in 2014).

Celestine also stopped making payments to Tsasu. 

II. Procedural Background

In December 2017, Tsasu sued U.S. Bank.3 In the 

operative first amended complaint, Tsasu alleges two claims for 

declaratory relief and one for quiet title. Through these claims, 

Tsasu seeks (1) a quiet title and declaratory judgment that the 

Tsasu Deed of Trust has priority over the CIT Deed of Trust 

because the orders setting aside and expunging the 2015 Quiet 

3 Tsasu also named Quality Loan Service Corporation 

(Quality), which was the foreclosure trustee at the time Celestine 

had filed the Celestine Action. However, Quality filed a 

declaration of nonmonetary status, agreeing to be bound by any 

judgment for nonmonetary relief. Quality is accordingly no 

longer an active party in this case. 
7

Title Judgment are ineffective as to Tsasu and (2) a declaratory 

judgment that (a) Tsasu was denied due process because it was 

not given timely notice of, or asked to join in, the proceedings to 

set aside and expunge the 2015 Quiet Title Judgment, (b) 

enforcing the orders setting aside and expunging the 2015 Quiet 

Title Judgment against Tsasu would run afoul of the “equitable 

doctrine of unclean hands” and the maxim in Civil Code section 

3543 (because Tsasu was less negligent than U.S. Bank).

The parties filed cross-motions for summary judgment or, 

in the alternative, summary adjudication.4

Following a hearing in late February 2019, the trial court 

in April 2019 issued a 16-page order granting summary judgment 

for U.S. Bank, declaring U.S. Bank’s motion for summary 

adjudication to be moot, and denying Tsasu’s cross-motion. 

Tsasu filed a motion for a new trial after the trial court 

entered its judgment of dismissal. The trial court denied the 

motion on June 17, 2019. 

Tsasu filed this timely appeal. 

DISCUSSION

Tsasu argues that the trial court erred in granting 

summary judgment for U.S. Bank, and goes on to request the 

logically inconsistent remedies of a remand for trial of disputed 

factual issues and the entry of summary judgment in its favor. 

Tsasu also challenges the trial court’s denial of its new trial 

motion, but did not raise this challenge in its opening brief on 

4 To preserve its jurisdiction to resolve the lawsuit, the trial 

court granted a preliminary injunction prohibiting U.S. Bank 

from foreclosing on the CIT Deed of Trust pending suit. The 

injunction was dissolved once the trial court entered judgment for 

U.S. Bank, and the property was subsequently sold.
8

appeal and devoted only one paragraph to it in its reply brief; 

Tsasu’s decision not to present reasoned argument in support of 

its challenge to the new trial motion in its opening or reply briefs

on appeal constitutes a waiver of that challenge. (Cahill v. San 

Diego Gas & Electric Co. (2011) 194 Cal.App.4th 939, 956 

[arguments not supported by “reasoned argument”; waived]; 

Raceway Ford Cases (2016) 2 Cal.5th 161, 178 [arguments raised 

for first time in reply brief; waived].) We will consequently limit 

our review to the trial court’s summary judgment ruling.

Summary judgment is appropriate, and the moving party 

(here, the defendant) is entitled to judgment as a matter of law,

where (1) the defendant carries its initial burden of showing the 

nonexistence of one or more elements of the plaintiff’s claim(s), 

and (2) the plaintiff thereafter fails to show the “existence of a 

triable issue of material fact” as to those elements. (Aguilar v. 

Atlantic Richfield Co. (2001) 25 Cal.4th 826, 850, 853; § 437c, 

subds. (a)(1), (c), (o)(1), (p).) We independently review a trial 

court’s grant of summary judgment, while “liberally construing 

the evidence supporting” the nonmoving party and “resolving any 

doubts” against summary judgment. (Patterson v. Domino’s 

Pizza, LLC (2014) 60 Cal.4th 474, 499-500.) Our review focuses 

on the propriety of the trial court’s ruling, not its rationale. 

(Coral Construction, Inc. v. City & County of San Francisco 

(2010) 50 Cal.4th 315, 336.)

Whether Tsasu is entitled to the quiet title and declaratory 

judgments it seeks in its operative complaint turns entirely on 

what effect, if any, the trial court’s orders setting aside and 

expunging the 2015 Quiet Title Judgment have on Tsasu’s Deed 

of Trust, which was recorded after the 2015 Quiet Title Judgment 

was recorded but before it was set aside as void. As a general 
9

rule, whichever deed of trust is recorded first in time is entitled 

to priority (Civ. Code, § 1214; see Thaler v. Household Finance 

Corp. (2000) 80 Cal.App.4th 1093, 1099 [“California follows the 

‘first in time, first in right’ system of lien priorities”]), and it is 

undisputed that the 2007 CIT Deed of Trust was recorded before 

the 2016 Tsasu Deed of Trust. Thus, the viability of Tsasu’s

claims seeking to establish that the later-in-time Tsasu Deed of 

Trust has priority turns on whether the general rule that would 

confer priority upon the CIT Deed of Trust is superseded by (1) 

the Act, or (2) further considerations such as (a) Tsasu’s lack of 

notice and involvement in the proceedings to set aside and 

expunge the 2015 Quiet Title Judgment, or (b) Caliber’s failure to 

move to set aside the 2015 Quiet Title Judgment before Tsasu 

purportedly relied upon it in believing its lien would be in first 

position. Because these arguments turn on the meaning of the 

Act and the application of the law to undisputed facts, our review 

is de novo. (Union of Medical Marijuana Patients, Inc. v. City of 

San Diego (2019) 7 Cal.5th 1171, 1183 (Union of Medical 

Marijuana) [“Statutory interpretation is ‘an issue of law, which 

we review de novo.’ [Citation.]”]; Martinez v. Brownco 

Construction Co. (2013) 56 Cal.4th 1014, 1018 [where the “issue 

involves the application of law to undisputed facts, we review the 

matter de novo”].)

I. The Quiet Title Act

Enacted in 1980, the Act creates a special procedural 

mechanism for seeking and obtaining in rem judgments resolving 

adverse claims to property that would be binding even to 

nonparties and hence be “good against all the world.” (Nickell v. 

Matlock (2012) 206 Cal.App.4th 934, 944 (Nickell); Deutsche 

Bank National Trust Co. v. McGurk (2012) 206 Cal.App.4th 201, 
10

215 (McGurk); Harbour Vista, LLC v. HSBC Mortgage Services, 

Inc. (2011) 201 Cal.App.4th 1496, 1505-1506 (Harbour Vista); see 

generally 760.010 et seq., Stats. 1980, ch. 44, § 15.)

The requirements for obtaining a quiet title judgment 

under the Act are more stringent than the requirements for 

obtaining judgments resolving adverse claims to property under 

other causes of action. (Cf. Deutsche Bank National Trust Co. v. 

Pyle (2017) 13 Cal.App.5th 513, 523-524 (Pyle) [claims for 

cancellation of instruments subject to different rules than those 

under the Act]; Reiner v. Danial (1989) 211 Cal.App.3d 682, 689 

[claims to “remove a cloud on title” subject to different rules than 

those under the Act].) To obtain such a quiet title judgment 

under the Act, a plaintiff must (1) file a verified complaint that 

specifically names “as defendants . . . [all] persons having adverse 

claims” “to plaintiff’s title” and must include those “known to the 

plaintiff or reasonably apparent from an inspection of the 

property” itself (§§ 761.020, 762.060, subd. (b); see Ranch at the 

Falls LLC v. O’Neal (2019) 38 Cal.App.5th 155, 173 [“[a] quiet 

title judgment cannot be entered in the absence of all parties 

with an interest in the property at issue”]); (2) file a notice of lis 

pendens regarding the quiet title action (§ 761.010, subd. (b)); 

and (3) establish its entitlement to a quiet title judgment with 

“evidence of plaintiff’s title” rather than “by default” (§ 764.010; 

Pyle, at p. 524; Nickell, supra, 206 Cal.App.4th at pp. 941-942), 

although the courts are divided as to whether this requires an 

evidentiary hearing at which a defaulted defendant is entitled to 

participate (Harbour Vista, supra, 201 Cal.App.4th at pp. 1503-

1507) or merely an evidentiary hearing (Yeung v. Soos (2004) 119 

Cal.App.4th 576, 581).
11

If the plaintiff in the quiet title action satisfies the Act’s 

more stringent requirements, the resulting quiet title judgment 

is more resilient to subsequent challenges to the interest litigated 

in that action. However, the extent of this resilience varies. As 

to a person who had a “claim to the property” at the point in time 

at which quiet title was determined and who was “a part[y] to the 

[quiet title] action,” a quiet title judgment under the Act is 

“binding and conclusive.” (§ 764.030, subd. (a); see also 

§ 761.020, subd. (d) [quiet title action must articulate “[t]he date 

as of which the determination [of title] is sought”].) As to a 

person who had a “claim to the property” at the point in time at

which quiet title was determined and who was not a “part[y] to 

the action,” a quiet title judgment under the Act is “binding and 

conclusive” unless, “at the time the lis pendens was filed or, if 

none was filed, at the time the [quiet title] judgment was 

recorded,” (1) the nonparty’s claim was “of record” (§§ 764.030, 

subd. (b), 764.045, subd. (a)), or (2) the nonparty’s claim “was 

actually known to the plaintiff or would have been reasonably 

apparent from an inspection of the property” (§ 764.045, subd. 

(b)). And as to a person who “reli[ed] on the [quiet title] 

judgment” when subsequently acquiring a claim to the property, 

a quiet title judgment under the Act remains valid pursuant to 

section 764.060—even if that judgment is later invalidated 

through “direct[] or collateral[] attack[]”—as long as that person 

was a “purchaser or encumbrancer for value . . . without 

knowledge of any defects or irregularities in the [quiet title] 

judgment or the proceedings.” (§ 764.060.) The Act’s treatment 

of persons falling into the last category marks a departure from 

prior law, which held that a court order invalidating an earlier 

judgment resolving a claim to property also invalidated all 
12

subsequent property claims made in reliance on that judgment 

unless (1) the judgment was “valid on [its] face” (that is, the 

defect with the judgment could not be determined “‘only by a 

consideration of the matters constituting part of the judgment 

roll’”) (OC Interior Services, LLC v. Nationstar Mortgage, LLC

(2017) 7 Cal.App.5th 1318, 1327-1328 (OC Interior); Johnson v. 

Hayes Cal Builders, Inc. (1963) 60 Cal.2d 572, 576), and (2) the 

person relying on the judgment was a “bona fide purchaser” (OC 

Interior, at pp. 1328-1329; Garrison v. Blanchard (1932) 127 

Cal.App. 616, 621-623 (Garrison)).

Because Tsasu acquired its claim to the property during the 

interregnum period between the recording of the 2015 Quiet Title 

Judgment under the Act and the set aside and expungement of 

that judgment in 2017, the priority position of the Tsasu Deed of 

Trust under the Act turns on whether Tsasu falls within the 

ambit of section 764.060.

A. Interpreting section 764.060

As noted above, section 764.060 insulates the lien priority 

of a person who has “act[ed] in reliance” on a quiet title 

“judgment” from the effects of a subsequent invalidation of that 

judgment if that person was a “purchaser or encumbrancer for 

value of the property . . . without knowledge of any defects or 

irregularities in the [quiet title] judgment or the [quiet title]

proceedings.” (§ 764.060, italics added.)5

5 In full, the statute provides: “The relief granted in an 

action or proceeding directly or collaterally attacking the 

judgment in the action, whether based on lack of actual notice to 

a party or otherwise, shall not impair the rights of a purchaser or 

encumbrancer for value of the property acting in reliance on the 

judgment without knowledge of any defects or irregularities in 

the judgment or the proceedings.” (§ 764.060.)
13

Section 764.060 does not define what it means by 

“knowledge of any defects or irregularities.” Tsasu urges that 

knowledge means actual knowledge, that the undisputed facts 

show that it did not have actual knowledge of any “defects or 

irregularities” in the 2015 Quiet Title Judgment, and that Tsasu 

is accordingly entitled to summary judgment because it falls 

within section 764.060’s protection. U.S. Bank urges that 

knowledge means actual or constructive knowledge, that the 

undisputed facts show that Tsasu had constructive knowledge 

that the 2015 Quiet Title Judgment was defective because it 

constructively knew that Celestine had not named the proper 

defendant as required by the Act, and that U.S. Bank is 

accordingly entitled to summary judgment because Tsasu falls 

outside of section 764.060’s protection. 

We are consequently confronted with the question: Does 

section 764.060’s requirement of no “knowledge” mean no actual 

knowledge or, instead, no actual and no constructive knowledge? 

We conclude that section 764.060 requires the absence of both 

actual and constructive knowledge, and do so for three reasons.

First, defining “knowledge” in section 764.060 to encompass 

both actual and constructive knowledge is the result dictated by 

the statute’s plain language. (People v. Maultsby (2012) 53 

Cal.4th 296, 299 [“The statute’s plain language controls unless its 

words are ambiguous”].) Section 764.060 uses the term 

“knowledge,” and “knowledge” encompasses both actual 

knowledge and constructive knowledge. (Ham v. Grapeland 

Irrigation Dist. (1916) 172 Cal. 611, 617 (Ham); Scheas v. 

Robertson (1951) 38 Cal.2d 119, 130 (Scheas).) 

Second, defining “knowledge” in section 764.060 to 

encompass both actual and constructive knowledge is the result 
14

dictated by the statute’s incorporation of the common law concept 

of a bona fide purchaser. When a statute borrows concepts or 

language from the common law, we presume the statute also 

borrows the common law associated with that concept or 

language. (Scholes v. Lambirth Trucking Co. (2020) 8 Cal.5th 

1094, 1110-1111; Baker v. Baker (1859) 13 Cal. 87, 95-96; Lewis v. 

Superior Court (1990) 217 Cal.App.3d 379, 387.) Here, section 

764.060 expressly incorporates the common law concept of a bona 

fide purchaser: The statute applies to a “purchaser or 

encumbrancer for value . . . without knowledge of any defects or 

irregularities,” which is indistinguishable from the common law 

concept of a “bona fide purchaser” who “purchase[s] the property 

in good faith for value” and has “no knowledge or notice of the 

asserted rights of another.” (Melendrez v. D & I Investment, Inc. 

(2005) 127 Cal.App.4th 1238, 1251 (Melendrez); Pyle, supra, 13 

Cal.App.5th at p. 521.) To qualify as a bona fide purchaser at 

common law, a person must lack both actual and constructive 

knowledge of competing rights; in other words, the term 

“knowledge” at common law refers to both actual and 

constructive knowledge. (Pyle, at p. 521; 612 South LLC v. 

Laconic Limited Partnership (2010) 184 Cal.App.4th 1270, 1278

(612 South LLC); OC Interior, supra, 7 Cal.App.5th at p. 1331; 

Vasquez v. LBS Financial Credit Union (2020) 52 Cal.App.5th 97, 

107 (Vasquez).) That same definition presumptively applies here, 

in the absence of a contrary intent. 

For the first time on appeal, plaintiff asks us to infer a 

contrary intent from the fact that our Legislature used the 

phrase “bona fide purchaser or encumbrancer” in section 764.045 

but not in section 764.060 and from the maxim that the “different 

language in two statutes enacted at the same time” suggests a 
15

“different” meaning. (E.g., Ferra v. Loews Hollywood Hotel, LLC

(2019) 40 Cal.App.5th 1239, 1247, review granted Jan. 22, 2020, 

S259172.) To be sure, section 764.045, subdivision (b), provides 

that “the rights” of a subsequent “bona fide purchaser or 

encumbrancer” are not to be “impair[ed]” simply because the 

plaintiff “actually kn[ew]” of a competing claim for the property 

“at the time the [quiet title] judgment was entered.” (§ 764.045, 

subd. (b).) But the effect of this language is to clarify that the 

rights of a subsequent purchaser of the property are governed, 

not by section 764.045, but rather by the only other section in the 

Act addressing the rights of such subsequent purchasers—

namely, section 764.060. Thus, section 764.045’s use of the 

phrase “bona fide purchaser or encumbrancer” is necessarily a 

shorthand for the more detailed definition set forth in section 

764.060, not a subtle means of telegraphing that the language in 

section 764.060 means something different. Thus, our 

Legislature’s use of that phrase reinforces rather than 

undermines the link between the common law definition of bona 

fide purchaser and section 764.060.

Third, defining “knowledge” in section 764.060 to 

encompass both actual and constructive knowledge is the result 

dictated by public policy. (Union of Medical Marijuana, supra, 7 

Cal.5th at p. 1184 [courts may look to “public policy” when 

construing statutes].) “Actual” knowledge exists when a person is 

subjectively aware of a fact. (E.g., In re A.L. (2019) 38 

Cal.App.5th 15, 21.) “Constructive” knowledge exists when a 

person is deemed in the eyes of the law to be aware of a fact, 

either because (1) the person has “‘knowledge of circumstances 

which, upon reasonable inquiry, would lead to that particular fact 

. . . [Citations]’” (Melendrez, supra, 127 Cal.App.4th at p. 1252, 
16

quoting First Fidelity Thrift & Loan Assn. v. Alliance Bank

(1998) 60 Cal.App.4th 1433, 1443), or (2) the fact is contained in a 

document that has been “‘recorded as prescribed by law’” (First 

Bank v. East West Bank (2011) 199 Cal.App.4th 1309, 1314 (First 

Bank); In re Marriage of Cloney (2001) 91 Cal.App.4th 429, 436-

437; Civ. Code, § 1213 [providing that a recorded document “is 

constructive notice of the contents thereof”]). 

If, as Tsasu suggests, only a person’s actual knowledge of a 

defect or irregularity in an earlier quiet title judgment can render 

section 764.060 inapplicable, then a person would still be entitled 

to maintain a property claim based upon a later-invalidated quiet 

title judgment even if defects or irregularities in that judgment 

had appeared in the record of title for that property and even if 

the person had been subjectively aware of facts that, upon further 

inquiry, would have revealed those defects or irregularities. This 

interpretation of section 764.060 creates wholly perverse 

incentives because it discourages prospective buyers from 

checking the record of title or from heeding “warning signs” 

necessitating further inquiry—lest they acquire actual knowledge 

of a defect or irregularity with a quiet title judgment that would 

strip them of section 764.060’s protection. Such incentives are 

inimical to the entire system of real property law in California, 

which places upon real estate buyers a duty to inquire into the 

validity of their prospective ownership claim (Bishop Creek Lodge 

v. Scira (1996) 46 Cal.App.4th 1721, 1735), and to heed—not 

ignore—any “‘reasonable warning signs’” (612 South LLC, supra, 

184 Cal.App.4th at pp. 1278-1279; Triple A Management Co. v. 

Frisone (1999) 69 Cal.App.4th 520, 531 (Triple A Management)). 

(Accord, Gerhard v. Stephens (1968) 68 Cal.2d 864, 908 [rejecting 

interpretation that would “permit a plaintiff to willfully or 
17

negligently close his eyes to the means of knowledge and thus 

secure a decree” regarding ownership of real property]; 

Melendrez, supra, 127 Cal.App.4th at p. 1252 [“‘[t]he recording 

laws were not enacted to protect those whose ignorance of the 

title is deliberate and intentional . . .’”].) Because the purpose of 

section 764.060 is “to enhance the marketability of property as to 

which a quiet title decree has been rendered” (Pyle, supra, 13 

Cal.App.5th at p. 525 [citing Law Revision Commission 

comment]), not to encourage recklessness or willful ignorance, we 

decline to adopt Tsasu’s proffered interpretation of section 

764.060.

Tsasu offers four further arguments in support of its 

position that the only type of disqualifying “knowledge” in section 

764.060 is actual knowledge.

First, Tsasu points to the habit of many courts in referring 

to constructive knowledge as “constructive notice.” (E.g., 

Vasquez, supra, 52 Cal.App.5th at p. 108.) From this, Tsasu 

extrapolates that “notice” is always “constructive” and that 

“knowledge” is always “actual.” Tsasu is wrong. Both notice and 

knowledge can come in two flavors—actual and constructive. 

(Civ. Code, § 18 [“notice” may be “actual” or “constructive”]; 

Marina Pacifica Homeowners Assn. v. Southern California 

Financial Corp. (2014) 232 Cal.App.4th 494, 511 [so holding]; 

Ham, supra, 172 Cal. at p. 617 [referring to “actual knowledge”]; 

Scheas, supra, 38 Cal.2d at p. 130 [same].) More to the point, the 

terms “notice” and “knowledge” have been used 

interchangeably—and have been used to refer to both actual and 

constructive notice and knowledge—in cases applying the bona 

fide purchaser doctrine. (E.g., 612 South LLC, supra, 184 

Cal.App.4th at p. 1278; Garrison, supra, 127 Cal. App. at p. 622.) 
18

Second, Tsasu cites a number of cases indicating that the 

term “knowledge” is sometimes used to refer solely to actual

knowledge. These cases are unhelpful, however, because they 

arise in different contexts and do not involve bona fide 

purchasers or encumbrancers of real property. (Merrill v. Pacific 

Transfer Co. (1901) 131 Cal. 582, 587, 589 [interpreting a statute 

enforcing liability limits of common carriers through contracts 

signed with “knowledge of [their] terms”]; Nautilus, Inc. v. Yang

(2017) 11 Cal.App.5th 33, 37, 46 [construing contours of “good 

faith defense” to the tort of fraudulent conveyance]; Baxter v. 

State Teachers’ Retirement System (2017) 18 Cal.App.5th 340, 355 

[deciding whether statute of limitations begins to tick once a 

person has “actual or inquiry notice” of an incorrect payment], 

italics omitted; Eisenbaum v. Western Energy Resources, Inc.

(1990) 218 Cal.App.3d 314, 325 [same, as to claim for breach of 

fiduciary duty].)

Third, Tsasu argues that other provisions of the Act use the 

word “notice” or “variants of ‘know,’” such that the Act’s use of 

the word “knowledge” in section 764.060 is limited to actual 

knowledge. (See Lewis C. Nelson & Sons v. Clovis Unified School 

Dist. (2001) 90 Cal.App.4th 64, 71 [the Legislature’s decision to 

use and not use a certain word in various provisions shows it 

“knows how to use th[at] word”].) Tsasu’s conclusion does not 

flow from its premise. While it is true that the Act uses the word 

“notice” (§§ 761.010, subd. (b), 765.010, subd. (c)(2),) and a variety 

of words with the root word “know” (§§ 762.020, 762.030, 762.060, 

763.010), the Act does not use those terms in a consistent manner 

that permits us—let alone compels us—to conclude that all of the 

Act’s uses of the word “know” refer to actual knowledge. 
19

Lastly, Tsasu asserts that the Act’s legislative history 

supports its interpretation. The sole citation Tsasu provides does 

not support its argument, and, as explained above, we conclude 

that Tsasu’s interpretation of section 764.060 would undermine—

not further—the Act’s purposes.

For these reasons, the term “knowledge” in section 764.060 

refers to actual and constructive knowledge.

B. Applying section 764.060

In light of our construction of section 764.060, whether the 

Tsasu Deed of Trust retains its priority notwithstanding the 

invalidation of the 2015 Quiet Title Judgment turns on whether 

Tsasu (1) acquired its interest “for value,” (2) “act[ed] in reliance” 

on the 2015 Quiet Title Judgment in acquiring its interest, and 

(3) lacked actual and constructive “knowledge of any defects or 

irregularities in th[at] judgment or the proceedings [leading up to 

it].” (§ 764.060.) Although “the issue of whether a buyer is a 

[bona fide purchaser for value] is a question of fact” (Melendrez, 

supra, 127 Cal.App.4th at p. 1254), where the “relevant facts are 

not in dispute, [such] questions of fact may be decided as a 

matter of law in a summary judgment proceeding.” (Wang v. 

Nibbelink (2016) 4 Cal.App.5th 1, 28.) Here, it is undisputed that 

Tsasu acquired its interest in the property for value by loaning 

Celestine $248,000. We need not decide whether Tsasu acted in 

reliance on the 2015 Quiet Title Judgment because the 

undisputed facts establish that Tsasu had constructive 

knowledge of “defects and irregularities” with that judgment.

As noted above, a quiet title judgment under the Act must 

name as defendants those “known to the plaintiff” to have an 

interest in the property (§§ 761.020, 762.060, subd. (b)), but 

Celestine knowingly named only a prior owner of the CIT Deed of 
20

Trust (that is, CIT Group) rather than its current owner. Tsasu 

does not dispute that this constituted a defect or irregularity in 

the quiet title judgment or proceeding. 

Tsasu had constructive knowledge of this defect or 

irregularity in two different ways. 

1. Constructive knowledge from the record of title

First, the record of title for the property contained (1) the 

recorded 2015 Quiet Title Judgment setting forth that the sole 

defendant was CIT Group, and (2) the recorded assignments of 

the CIT Deed of Trust in 2012 and June 2014 (to SASCO and 

DLJ Mortgage, respectively) setting forth that CIT Group no 

longer owned the CIT Deed of Trust when Celestine filed her 

quiet title action. Together, these recorded documents set forth a 

defect or irregularity in the quiet title judgment. Because these 

documents were recorded, Tsasu had constructive knowledge of 

the defect or irregularity in the 2015 Quiet Title Judgment. 

(First Bank, supra, 199 Cal.App.4th at p. 1314 [constructive 

knowledge exists where the fact is contained in a document that 

has been “‘recorded as prescribed by law’”].) 

Tsasu offers three reasons why the documents in the record 

of title did not put it on constructive notice of any defect or 

irregularity in the 2015 Quiet Title Judgment.6

6 Tsasu also relies on an expert declaration that was 

submitted in support of its new trial motion. Because that 

declaration was not submitted as evidence in connection with the 

cross-motions for summary judgment, we will not consider it—or 

Tsasu’s argument relying on it. (§ 437c, subd. (c) [ruling on 

summary judgment motion must be based on “papers submitted”

with the motion]; Szadolci v. Hollywood Park Operating 

Co. (1993) 14 Cal.App.4th 16, 19 [“The appellate court must 

examine only papers before the trial court when it considered the 
21

To begin, Tsasu asserts that courts are “presumed” to have 

“regularly performed” their “official duty” (Evid. Code, § 664), 

such that persons reviewing the record of title for the property 

should be able to assume that, as between a quiet title judgment 

and other recorded documents calling the judgment into question, 

the quiet title judgment is correct and the other documents, 

incorrect. This assertion ignores that the presumption Tsasu 

cites is a rebuttable one (id., §§ 660, 601), and that it is rebutted 

by the ostensible conflict between the quiet title judgment and 

other recorded documents. Tsasu makes the further assertion 

that quiet title judgments under the Act are entitled to an even 

greater presumption of regularity because, as noted above, they 

may not be entered “by default” (§ 764.010). However, the Act’s 

requirement that judgments must be grounded in evidence says 

nothing about whether the proceedings leading up to that 

evidentiary showing were defective or irregular. To accept 

Tsasu’s assertions is to say that there can never be constructive 

notice on the basis of a conflict in the record of title between a 

quiet title judgment and other recorded documents, which goes a 

long way toward excising the phrase “without knowledge of any 

defects or irregularities in the judgment or the proceedings” from 

section 764.060. We cannot rewrite statutes. (J.M. v. 

Huntington Beach Union High School Dist. (2017) 2 Cal.5th 648, 

657, fn. 7 [“It is not for us to rewrite . . . statute[s]”].) 

Next, Tsasu contends that prospective purchasers or 

encumbrancers should not be required to “go behind [the] quiet 

motion, and not documents filed later”]; see also Albertini v. 

Schaefer (1979) 97 Cal.App.3d 822, 829 [on review of validity of 

summary judgment, appellate court cannot consider declarations 

submitted with new trial motion].)
22

title judgment” and to assess the quantum of evidence supporting 

that judgment, but this contention misstates what the use of 

“without knowledge” in section 764.060 means. All it means is 

that the quiet title judgment and other recorded documents 

available or known to the prospective buyer may, as a whole and 

on their face, reveal “defects or irregularities” in that judgment; 

contrary to what Tsasu suggests, this does not impose a duty of

“going behind the judgment” or reweighing the evidence. 

Lastly, Tsasu posits that the validity of a quiet title 

judgment cannot be called into question by conflicts with prior 

assignments of the pertinent deed of trust because assignments

need not be recorded and are often not timely recorded. No 

matter how assignments might be handled in other cases, the 

fact remains that the assignments recorded in 2012 and 2014 in 

this case highlighted a defect or irregularity in the 2015 Quiet 

Title Judgment.

2. Constructive knowledge from the failure to 

conduct a reasonable inquiry

Second, Tsasu was aware of circumstances which, upon 

reasonable inquiry, would have led to the discovery of that same 

defect or irregularity. (Melendrez, supra, 127 Cal.App.4th at p. 

1252.) That is because Tsasu (through its CEO) treated its title 

insurer as its agent when the CEO relied on the insurer’s 

preliminary report and, by extension, the insurer’s title search in 

deciding whether to loan Celestine money. Because the title 

search also reported the quiet title judgment against CIT Group

and the two earlier assignments of the CIT Deed of Trust to 

parties other than CIT Group, and because an agent’s knowledge 

is imputed to its principal (see Civ. Code, § 2332 [“As against a 

principal, both principal and agent are deemed to have notice of 

whatever either has notice of . . .”]; Maron v. Swig (1952) 115 
23

Cal.App.2d 87, 90 [knowledge acquired by agent is imputed to 

principal whether or not that knowledge was “actually conveyed 

to” principal]), Tsasu also had constructive knowledge of the 

defect and irregularity in the 2015 Quiet Title Judgment by 

virtue of its insurer’s awareness of these circumstances that is 

imputed to Tsasu. 

Tsasu argues that it was not on “inquiry notice” on the 

basis of the information its title insurer learned from the title 

search results because a title “insurer’s knowledge is not imputed 

to its insured.” (Lewis v. Superior Court (1994) 30 Cal.App.4th 

1850, 1869; Estates of Collins & Flowers (2012) 205 Cal.App.4th 

1238, 1255.) Although the bare relationship between a title 

insurer and its insured is not enough to make the former an 

agent of the latter, a title company can sometimes act as an agent 

of its insured. (Bellasi v. Shackelford (1962) 201 Cal.App.2d 265, 

268; Triple A Management, supra, 69 Cal.App.4th at p. 530; 

Vasquez, supra, 52 Cal.App.5th at pp. 108-109.) Here, Tsasu 

used its title company as its agent for purposes of acquiring 

knowledge about the record of title for the property because 

Tsasu’s CEO admitted he looked to the title insurer’s preliminary 

report and title search results when evaluating whether to loan 

Celestine money. As a result, Tsasu is charged with its title 

insurer’s knowledge of the results of the title search. (Accord, 

Triple A Management, at p. 530 [“The fact that [an] 

encumbrancer searches and evaluates the record through an 

escrow or title agent does not in any manner diminish his right to 

rely on the state of the record title”].)

* * *

Because Tsasu had constructive knowledge of defects or 

irregularities in the 2015 Quiet Title Judgment at the time it 
24

acquired its interest in the property, section 764.060 does not 

insulate Tsasu from the effect of the subsequent invalidation and 

expungement of the 2015 Quiet Title Judgment. As a result, the 

CIT Deed of Trust—as the lien recorded first-in-time—has 

priority over the Tsasu Deed of Trust.

II. Alternative Grounds for Asserting Lien Priority

Even if the priority of the Tsasu Deed of Trust is not 

preserved under the Act, Tsasu argues that it is preserved by 

several other doctrines. Tsasu’s arguments fall into two broad 

categories.

A. Tsasu’s lack of involvement in the proceedings 

to set aside and expunge the 2015 Quiet Title Judgment

Tsasu argues that it should have received notice of 

Caliber’s December 2016 motion to set aside the 2015 Quiet Title 

Judgment as well as Caliber’s subsequent motion to expunge that 

judgment, and should have been invited to participate in those 

proceedings. Its absence, Tsasu continues, means that the 

resulting orders setting aside and then expunging the 2015 Quiet 

Title Judgment are invalid as to Tsasu because they were issued 

without the involvement of an indispensable party and in 

violation of Tsasu’s rights to due process. Tsasu is wrong on both 

counts.

Tsasu was not an indispensable party. A person or entity is 

indispensable to litigation if “‘the plaintiff seeks some type of 

affirmative relief which, if granted, would injure or affect the 

interest of [the person or entity] not joined . . . .’” (Washington 

Mutual Bank v. Blechman (2007) 157 Cal.App.4th 662, 667; see 

generally § 389, subd. (a) [defining “indispensable party” to 

include a person who “claims an interest relating to the subject of 

the action and is so situated that the disposition of the action in 

[its] absence may . . . as a practical matter impair or impede [its] 
25

ability to protect that interest”].) If we focus on the Celestine 

Action (of which Caliber’s motion to set aside and expunge were 

just a part), Tsasu was not an indispensable party because the 

plaintiff in the action—that is, Celestine—was only seeking a 

determination of the validity of the CIT Deed of Trust as of 

September 11, 2014 (§ 761.020, subd. (d); McGurk, supra, 206 

Cal.App.4th at p. 213), and this was an issue on which Tsasu had 

no relevant information or involvement. If we instead focus on 

Caliber’s motions to set aside and expunge the 2015 Quiet Title 

Judgment, Tsasu was also not an indispensable party because 

Caliber’s motions turned on the validity of Celestine’s service on 

CIT Group in 2014, and this was (again) an issue on which Tsasu 

had no relevant information or involvement. (Cf. Washko v. 

Stewart (1941) 44 Cal.App.2d 311, 319 [joint tortfeasor 

exonerated by bench trial was indispensable in proceedings by 

another joint tortfeasor to set aside a default judgment against 

him].) Contrary to what Tsasu asserts, at no point in the 

Celestine Action generally or in Caliber’s litigation of the motions 

to set aside and expunge did the trial court decide the priority of 

the CIT Deed of Trust lien vis-à-vis the Tsasu Deed of Trust—

under the Act or otherwise. It was not until Tsasu filed this case 

that lien priority became an issue. Although the trial court’s 

orders setting aside or expunging the 2015 Quiet Title Judgment 

were a necessary prerequisite to this case, Tsasu was not an 

indispensable party to that precursor litigation.

Tsasu’s due process rights were also not violated when 

Caliber did not invite it to participate in its efforts to set aside 

and expunge the 2015 Quiet Title Judgment. Due process 

guarantees notice and the opportunity to be heard. (Horn v. 

County of Ventura (1979) 24 Cal.3d 605, 612.) Because the 
26

priority of Tsasu’s interest in the property was not litigated until 

this case, and because Tsasu has certainly had notice and the 

opportunity to participate in its own lawsuit, Tsasu’s due process 

rights were not violated.

B. U.S. Bank’s alleged failure to act with greater 

alacrity in seeking to set aside and expunge the 2015 Quiet 

Title Judgment

Tsasu argues that U.S. Bank should be barred, as an 

equitable matter, from relying on the orders setting aside and 

expunging the 2015 Quiet Title Judgment because it waited more 

than nine months after acquiring the CIT Deed of Trust (that is, 

from August 2016 until May 2017) before telling Tsasu about the 

ongoing efforts to set aside and expunge the 2015 Quiet Title 

Judgment. More specifically, Tsasu relies on the equitable 

doctrines of (1) estoppel and the balancing of relative negligence 

under Civil Code section 3543, and (2) laches. Tsasu’s arguments 

lack merit.

As a threshold matter, we harbor significant doubts that 

any of these equitable doctrines may be used to alter section 

764.060’s rule specifying how a person who relies on a quiet title 

judgment issued under the Act is affected by the subsequent 

invalidation of that judgment. Section 764.060 reflects our 

Legislature’s thoughtful balancing of the rights of the persons 

harmed by an invalid quiet title judgment against the rights of 

persons who relied on that quiet title judgment before its 

invalidation. Where, as here, a statute reflects a “careful 

balancing of competing interests to maintain the overall working 

of the system” of law in a particular area, courts are reluctant to 

use equity to strike a different balance. (I.E. Associates v. Safeco 

Title Ins. Co. (1985) 39 Cal.3d 281, 285, 288-289; Wells v. 

One2One Learning Foundation (2006) 39 Cal.4th 1164, 1193.) By 
27

asking us to come to a different result than that dictated by 

section 764.060 on the basis of a variety of equitable doctrines, 

Tsasu is asking us to reach a different accommodation of 

competing rights than those embodied in section 764.060. We are 

not inclined to do so.

Even if we were so inclined, however, Tsasu’s invocation of 

these equitable doctrines lacks merit in any event.

1. Estoppel and Civil Code section 3543

Invoking both the equitable doctrine of estoppel and Civil 

Code section 3543, Tsasu argues that U.S. Bank was 

“inexplicably negligent” by not informing Tsasu of the thenongoing efforts to set aside and expunge the 2015 Quiet Title 

Judgment. Individually and together, the doctrine of estoppel 

and Civil Code section 3543 provide that, as between two 

innocent victims, the more negligent of the two should be the one 

who suffers the loss. (Civ. Code, § 3543 [“Where one of two 

innocent persons must suffer by the act of a third, he, by whose 

negligence it happened, must be the sufferer”]; South Beverly 

Wilshire Jewelry & Loan v. Superior Court (2004) 121 

Cal.App.4th 74, 81 [holding that Civil Code section 3543 is 

“‘basically an estoppel theory’”]; Crittenden v. McCloud (1951) 

106 Cal.App.2d 42, 50 [doctrine of estoppel premised on 

“‘negligence or some other misconduct by the other party’”].) 

To benefit from either theory, the party urging application 

of that theory must establish that the other party “was, at a 

minimum, negligent.” (WFG National Title Ins. Co. v. Wells 

Fargo Bank, N.A. (2020) 51 Cal.App.5th 881, 892 (WFG 

National).) Of course, a party can be negligent only if it owes a 

duty to the party now asserting a breach. (See Merrill v. 

Navegar, Inc. (2001) 26 Cal.4th 465, 477 [“To prevail on [a] 
28

negligence claim, plaintiffs must show that [the defendant] owed 

them a legal duty”]; WFG National, at pp. 892-894 [requiring a 

duty before applying estoppel and Civil Code section 3543].)

Tsasu cannot rely on estoppel or Civil Code section 3543 

against U.S. Bank because Tsasu cannot establish that U.S. 

Bank owed any duty to inform Tsasu about the pending motions 

to set aside or expunge the 2015 Quiet Title Judgment. The 

motions to set aside and expunge the 2015 Quiet Title Judgment 

were filed by Caliber, not U.S. Bank. Although Caliber had at 

that time agreed to serve as U.S. Bank’s attorney-in-fact, it was 

undisputed that Caliber filed its motions solely in its capacity as 

CIT Group’s successor in interest—and not on behalf of U.S. 

Bank. As a result, the relevant question regarding duty is this: 

Does a nonparty to a case (namely, U.S. Bank) owe a second 

nonparty to that case (namely, Tsasu) a duty to notify the second 

nonparty about collateral attacks on the judgment brought by a 

party in that case just because both of the nonparties might be 

affected by the outcome of those collateral attacks? The answer 

is “no.” Any other answer would vastly expand the duties of 

property owners who just so happen to know about a pending 

collateral attack to a quiet title judgment based on defective 

service, the result of which could have downstream effects on the 

unrelated issue of lien priorities. (E.g., Wiener v. Southcoast 

Childcare Centers, Inc. (2004) 32 Cal.4th 1138, 1149 [declining to 

create a duty that would be “far too broad”].) Tsasu offers no 

authority in support of such a duty and we have found none. 

Instead, the law leans heavily to the contrary. (WFG National,

supra, 51 Cal.App.5th at p. 893 [property owner has no “ongoing 

duty to monitor public records in order to detect, and correct, a 

fraudulent or erroneous recording”]; cf. Atha v. Bockius (1952) 39 
29

Cal.2d 635, 642 [negligence by owner of vehicle mortgage who 

knows the car’s owner left the state and re-registered the vehicle 

can, by failing to repossess the car, forfeit right to collect on 

mortgage].) Tsasu urges that we should impose a duty upon U.S. 

Bank because the 2015 Quiet Title Judgment purported to reach 

all “successors in interest” to CIT Group or to the CIT Deed of 

Trust, but Tsasu ignores that the 2015 Quiet Title Judgment was 

void against CIT Group and hence void against successors in

interest to the CIT Deed of Trust. That void judgment imposed 

no ongoing duty upon CIT Group, so it certainly imposed no 

ongoing duty upon the successors in interest to the CIT Deed of 

Trust.

But even if we assume that U.S. Bank owed some duty and 

further assume that U.S. Bank was negligent in not telling Tsasu 

about Caliber’s efforts to set aside and expunge the 2015 Quiet 

Title Judgment sooner, Tsasu is still not entitled to relief because 

Tsasu was in the better position to avoid injury to itself. As 

noted above, Tsasu had constructive knowledge of the “warning 

signs” in the record of title for the property indicating possible 

defects with the 2015 Quiet Title Judgment, and Tsasu 

nevertheless decided to loan Celestine money and to obtain title 

insurance. Tsasu could have avoided the injury it suffered had it 

inquired further into the status of the 2015 Quiet Title 

Judgment. Nothing U.S. Bank did, however, could have avoided 

Tsasu’s injury. Caliber—not U.S. Bank—was the entity who 

sought to set aside and expunge the 2015 Quiet Title Judgment. 

Although U.S. Bank could have told Tsasu about Caliber’s efforts 

sooner, there is no evidence in the record to suggest that doing so 

would have altered the outcome of Caliber’s efforts: Those efforts 

turned solely on whether Celestine had sued and served the 
30

correct entity, and Tsasu has yet to articulate how it could have 

offered any evidence on those issues.

2. Laches

Tsasu next argues that U.S. Bank engaged in delay tactics 

by not telling Tsasu about Caliber’s collateral attacks on the 2015 

Quiet Title Judgment until May 2017, and that the equitable 

doctrine of laches precludes U.S. Bank from relying on the orders 

setting aside and expunging that judgment. This argument is 

not properly before us because Tsasu did not plead laches in its 

operative complaint. Tsasu insists that it did, but the 

paragraphs of its complaint it cites say nothing about laches or 

about U.S. Bank’s delay in informing Tsasu about Caliber’s 

efforts. Because the “pleadings define the issues to be considered 

on a motion for summary judgment” (Benedek v. PLC Santa 

Monica (2002) 104 Cal.App.4th 1351, 1355), Tsasu’s failure to 

plead laches is fatal to its attempt to rely on it to avoid summary 

judgment.

* * *

In light of our conclusion that U.S. Bank is entitled to 

summary judgment due to the inapplicability of section 764.060 

and the inapplicability of the alternative grounds offered by 

Tsasu, we have no occasion to reach Tsasu’s challenges to the 

trial court’s evidentiary rulings bearing solely on theories that 

our analysis has rendered moot.
31

DISPOSITION

The judgment is affirmed. U.S. Bank is entitled to its costs 

on appeal.

CERTIFIED FOR PARTIAL PUBLICATION.

______________________, J.

HOFFSTADT

We concur:

_________________________, P. J.

LUI

_________________________, J.

ASHMANN-GERST