Filed 4/15/21 CERTIFIED FOR PUBLICATION

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION EIGHT

CARLOS RAMON RUBIO et al.

,

Plaintiff s and Respondent s ,

v.

CIA WHEEL GROUP et al.,

Defendant s and Appellants

. B 30 0021

(Los A ngeles County Super. Ct. No. BC545112 )

APPEAL from a judgment of the Superior Court of Los Angeles County, Randolph Hammock , Judge

. Affirm ed

.
Pillsbury Winthrop Shaw Pittman, Stacie D. Yee and
Justin L. Brossier for Defendant s and Appel lant s

.

V. Ja mes De S imone Law, V. James DeSimone and Carmen
D. Sabater for Plaintiff s and Respondent s

.

_________________________2 CIA Wheel G roup dba The Wheel Group ( CWG ) and Wheel Group Holdings dba The Wheel Group ( Holdings ) appeal from a judgment entere d against the m after a bench trial in a wrongful termination action brought by former employee Maria Teresa Lopez. Lopez alleged , inter alia, that CWG terminated her in violation of public policy because she had cancer. Lopez died during the first trial of this matte r, and the court declared a
mistrial. The court appointed Lopez’s three children (hereafter plaintiffs) as her successor s in interest. Following a second trial,
the court found CWG terminated Lopez due to her medical condition, awarded plain tiffs $15, 057 in economic damages, and added Holdings as a judgment debtor as the alter ego of and/or successor in interest to CWG, which had been dissolved . The

court determined punitive damages were warranted, found Lopez’s noneconomic damages to be in the $100,000 to $150,000 range but not recoverable by plaintiffs after her death due to the provisions of Code of Civ il Proc edure section 377.34
, 1 and awarded punitive damages in the amount of $500,000 against appellants

. Appellant s contend : 1) the punitiv e damages awa rd is constitutionally excessive because it is 33 times the amount of the economic damages award ; 2) the punitive damages award is
excessive under California law ; 3) the trial court erred in considering Holdings’ s financial condition in determ ining the

amo unt of punitive damages ; and 4) substantial evidence d oes not support the trial court’s finding that an officer, director or managing agent of CWG acted with fraud, oppression or malice,

1 All further undesignated statutory references are to the Code of Civil Procedure.3

or that any such conduct was ratified by CWG. We affir m the judgmen t. BACKGROUND In about May 2011, Lopez began work as a sales representative for CWG. She worked with two other sales representatives, Gaspar Vasquez and Melvin Amaya. Lopez worked primarily in the office while Vasquez and Amaya were in
the fi eld. The thr ee representatives were supervised by A.J. Russo. All four were based in CWG’s office in Los Angeles, which was responsible for sales in several southwestern states

. In October 2012, Lopez learned she had cancer and took a
three

- month medical leave from C WG for surgery

. She returned
to work full

- time in January 2013. Beginning in February 2013, she underwent chemotherapy once every three weeks. By August 2013, she had completed chemotherapy but still had follow

- up medical appointments about twice a mont h. In November 2013, CWG terminated Lopez’s employment. Russo stated the termination was performance related, but Lopez believed she was being terminated because she had cancer.

I

. Lopez’s Termination After Medical Leave and Chemotherapy App ointments
Whe n Lopez was terminated, her personnel file did not
include any written performance warnings or disciplinary
actions. In 2011, 2012, and 2013, Lopez was the highest producing sales p erson in the Los Angeles office

. When she was
fired , she had higher sales numbers than the other two sales representatives. Emails between Russo and Lopez showed that before Lopez
took her medical leave , Russo praised her work and was4

agreeable when she asked for time off. They had a good relationship. After Lopez returned fro m medical leave, Russo made negative comments to her and the other employees about Lopez taking time for medical appointments . He would roll his eyes
and breath e heavily as if frustrated

. Russo began to complain about Lopez’s behavior, parti cularly that she took a morning coffee break, which had not caused a problem before her medical leave. He began treating her differently than the other two sales representatives. For example, he kept asking her for more detail on her call logs, even thou gh she includ ed more detail than Vasquez. Vasquez testified at trial that he only put a few words on his call logs and never received an email asking for more detail. Russo began taking credit for Lopez’s sales, and when she confronted him, he told her i t did not mat ter who was credited for
the sale s . Vasquez testified Russo also took credit for some of Vasquez’s sales, but when Vasquez confronted Russo, he changed the name on the sale without argument. Lopez felt significant stress because of R usso’s be havior
and so ught assistance from CWG’s Human Resources department

. She told Arnex Casar, the Human Resources manager, that Russo picked on her but not on other sales representatives. Casar told her she should not “bump heads” with her supervisor.
Casar did not docum ent Lopez’s complaint. He acknowledged at trial that Lopez had told him Russo was not being fair and was favoring other employees, and that Russo was switching accounts. He also admitted he told her it was not a human resources matter and s he should sit down and talk to
Russo. Casar did not raise the matter with Russo.5 Casar had the responsibility to ensure CWG’s policies were followed in termination decisions, and he had the ability to stop terminations. Several months later, when Russo t old Casar he intended to terminate Lopez because her sales were down, Casar
did not check to see if this was true. In Lopez’s file Casar did not find any written warnings, coaching

, or notices to improve

. Casar was aware Lopez had taken a medical leave. He
neverthel ess , in his discretion, allowed Russo to terminate Lopez in violation of CWG’s policy, which required a warning , ordinarily in writing, before termination

. Neither did Russo meet resistance to firing Lopez from Paul Yang, Executive Vice Presid ent of CWG an d son of the owner of the company. Yang oversaw human resources, and his approval was required for employee terminations. Russo told Yang Lopez’s sales numbers were down. Although Yang oversaw the accounting department, he did not check to see if Russo’ s
statement was accurate. Yang did not speak to Casar, the human resources manager, about the termination. Yang did not check Lopez’s file for warnings or disciplinary problems

. He simply accepted Russo’s recommendation. At trial, Yang tes tified
Russo had told him in August or September that Lopez was not submitting her call logs or the logs were deficient. Yang did not
check to see if this was true. The actual paperwork produced by CWG for the termination stated Lopez was terminated for “ insufficient job performance

. . . no effort put towards duties.” Russo, however, gave varying reasons for the termination throughout the pendency of this litigation. In his deposition, Russo stated Lopez
was terminated “mainly because her performance wa s slipping.” Lopez’s “sales numbers were going down . . . I mean, that was the6

main reason, was her sales numbers were going down.” He did
not recall communicat ing any other reason to her.
B efore the first trial, Lopez’s sister Marisela Lopez , who
also wo rked at CWG, obtained documents from CWG showing Lopez’s sales numbers were not declining. Russo then testified at the first trial that Lopez was terminated because “the effort put in towards gaining more business and being a salesperson was declining. ”
I n the second trial, Russo testified he terminated Lopez
because she “ was not meeting her ability to cold call and to close

new customers. ” He claimed he ran a report with orders pending in her name and went through each account to verify his impression Lo pez was not p erforming well. However, h e could not produce documentation of this report for the court. Russo also claimed Lopez’s call logs had much less detail than Vasquez’s and Amaya’s call logs. When the court asked to see the call logs,
Russo said he did not ha ve them.

II. Lopez’s Cancer
At the first trial Lopez testified she lost her hair due to chemotherapy, wore a wig or scarves to work

, and walked more slowly. Former co

- worker Vasquez testified Lopez “was losing weight, she was pale, she was u sing scarves. ” Her physical appearance was consistent with having cancer. She seemed a little sicker toward the last few months of her employment. It took her longer to walk from her desk to the warehouse. Lopez’s
sister Marisela testified Lopez lost w eight, lost h er hair and wore wigs or scarves due to the chemotherapy. She walked a little bit more slowly.7 Lopez sat side by side in cubicles with Vasquez, Russo

, and Amaya, the other sales representative

. Casar came to the sales area at times to speak to Russo. Y ang walked through the sales
area to reach one of the executive offices three to four times a day. Vasquez discussed Lopez’s cancer with his coworkers when Russo was present in the cubicles. Further

, Vasquez testified Russo told him and Amaya that Lopez h ad cancer. This occurred about two to three months before Lopez was fired.
Marisela testified other coworkers would speak to her about Lopez having cancer when they noticed she was wearing wigs. Marisela believed it was common knowledge in t he office
tha t Lopez had cancer.
Marisela herself discussed Lopez’s medical condition with
Casar and Russo. She testified that when Lopez took medical leave, Marisela told Casar Lopez “had cancer, that she was going to need chemo after [her] surgery, that she was goin g to lose all of
her hair. ” Sh e told Casar this “ so he could let [ Russ o ] know about [Lopez’s condition].” Casar told her not to worry. Marisela did not directly discuss Lopez’s cancer with Russo, but she told him that when Lopez returned, “ she was goin g to need chemo.” Russo nevertheless denied “knowing” Lopez had cancer.
Even when asked “You had no idea that she had cancer?” Russo replied, “No.” It was only under detailed questioning by the court that Russo acknowledged he had heard “offi ce banter” t h at Lopez had cancer and so had a “suspicion” she had cancer. He still claimed not to have seen anything about her appearance suggestive of cancer. Russo insisted all he “ knew ” was that Lopez
took a medical leave and then took time off for med ical8

appoint m ents. He claimed not to remember Marisela telling him Lopez had chemotherapy appointments.
Cesar

, too
, denied “knowing” Lopez had cancer. The trial court explicitly reminded Cesar he was under oath and then asked him if it was his testimony “under oath ” that he did not know Lopez had cancer. Cesar again disavowed knowledge. The court then asked why Cesar believed Lopez needed medical leave “for three months? A cold?” Cesar replied, “In the back of my mind, I thought it was cancer.” Cesa r denied Mar i sela told him Lopez would need chemotherapy appointments. Eventually, Cesar acknowledged he “assumed” Lopez had cancer “by the way she looked.” He noticed she “was losing weight and she wear [ s ] wigs at time s .” Yang was adamant he did not kno w or suspect Lopez had
cancer. He assumed she had a serious medical condition because she took a medical leave. He acknowledged noticing she lost weight and wore scarves after returning from her leave.

III. Lopez’s Life After CWG
About four months after she was ter m inated from CWG, Lopez found another job in sales

. In August 2014, Lopez’s new company changed its pay structure and she no longer received commissions. She left that position. Although Lopez looked for another position, she could not find one. Marise l a testified Lopez
looked sick at this time. Between August 2014 and September 2015, Lopez lived
with her “husband” who was employed. She was a homemaker
and raised her 14

- year

- old daughter. For reasons that are not clear, at some point after September 2 0 15, Lopez had to move out of her apartment and into her mother’s garage. It appears she9

was quite sick when she moved. Marisela believed that by October 2015, Lopez was too sick to work at all.

IV

. Holdings’

s Role i n t he Litigation
Before t rial began, p lainti ffs learned CWG had been dissolved in 2015, and the company using the dba The Wheel Group was Holdings. Plaintiffs filed a motion to add Holdings as a Doe defendant. At the conclusion of the liability phase, the
trial court added Holdi ngs as a jud g ment debtor as an alter ego of
or successor to CWG. This made Holdings liable for the $15,057 in economic damages awarded to Lopez and any punitive damages. The trial court found CWG’s conduct warranted punitive damages and scheduled a trial to take evid e nce relevant to the amount of the award. The court permitted plaintiffs to introduce evidence of Holdings’ s financial condition. The court did not allow evidence of CWG’s prior financial condition. The court also heard testimony from Marise la about her sister’s emotional distress due to her wrongful termination. The court found Lopez suffered emotion al distress damages in the $100,000 to $150,000 range which were not recoverable
due to section 377.34. Taking that harm into account, the tria l

court awar d ed plaintiffs $500,000 in punitive damages.

DISCUSSION

I. The Punitive Damages Award Is Not Constitutionally
Excessive.

“ The due process clause of the Fourteenth Amendment to the United States Constitution places constraints on state court

aw ards of puni t ive damages. (See State Farm Mut. Auto mobile10

Ins. Co. v. Campbell (2003) 538 U.S. 408, 416

– 418 [ 155 L.Ed.2d
585
, 123 S.Ct. 1513 ] ( State Farm ); BMW of North America v. Gore (1996) 517 U.S. 559, 568 [ 134 L.Ed.2d 809 , 116 S.Ct. 1589 ] ( BMW ).) We recently ex p lained the basis of these constraints:

‘ The imposition of “grossly excessive or arbitrary” awards is constitutionally prohibited, for due process entitles a tortfeasor to
“ ‘ fair notice not only of the conduct that will subject him to punishme nt, but also of the severity of the penalty that a State may impose. ’ ” [Citation.]’ ( Simon v. San Paolo U.S. Holding Co., Inc. (2005) 35 Cal.4th 1159, 1171 [ 29 Cal.Rptr.3d 379, 113
P.3d 63 ] ( Simon ).) ” ( Roby v. McKesson Corp. (2009) 47 Cal.4th 686, 712 ( Roby ).)
“In State Farm, the high court articulated ‘three guideposts’ for courts reviewing punitive damages: ‘(1) the degree of reprehensibility of the defendant's misconduct; (2) the disparity between the actual or potential harm suffered by the plainti ff and the p u nitive damages award; and (3) the difference between the punitive damages awarded by the jury and the civil penalties authorized or imposed in comparable cases.’ ( State Farm, supra, 538 U.S. at p. 418; see also BMW, supra, 517 U.S. at p. 575. )” ( Roby, s u

pra, 47 Cal.4th at p. 712.) We review a punitive damages award “ de novo, making an independent assessment of the reprehensibility of the defendant ’ s conduct, the relationship between the award and the harm done to the plaintiff, and the relati onship betwe e n the award and civil penalties authorized for comparable conduct. [Citations.] This ‘[e]xacting appellate review’ is intended to ensure punitive damages are the product of the ‘ “ ‘ application of law, rather than a decisionmaker's caprice. ’ ” ’ ” ( Simo n , supra , 35 Cal.4th at

p. 1172.) “[F]indings of historical fact made in the trial court are11

still entitled to the ordinary measure of appellate deference.” ( Ibid .) Appellants contend the punitive damages are excessive
because their conduct wa s not partic u larly reprehensible; the punitive damages are 33.3 times the amount of the economic damages award; and certain repealed or inapplicable civil penalties weigh in favor of a lower punitive damages award. We agree that a punitive damages award ba sed on such a large multiplier would be troubling. Plaintiffs contend , however, that the comparison should be to the total harm caused by appellants, which included $100,000 to $150,000 in noneconomic
harm plaintiffs could not recover after Lopez’s death due to the

p r ovisions of section 377.34

. 2 Such a comparison would result in a multiplier of 3.3 to 5. As did the Court in Simon , we consider
this claim of actual harm first.

A

. The Trial Court Properly Considered Harm t o Lopez Beyond Her Economic Damage s. As the Ca l ifornia Supreme Court explained in Simon :

“ United States Supreme Court precedents appear to contemplate, in some circumstances, the use of measures of harm beyond the compensatory damages. Thus in State Farm, discussing the
second BMW ‘guidep ost,’ the h ig h court spoke repeatedly of a

2 Section 3 7 7.34 provide s: “ In an action or proceeding by a decedent ’ s personal representative or successor in interest on the decedent ’ s cause of action, the damages recoverable are limited to the loss or damage that the decedent sustained or incurred before death, i nclu ding any penalties or punitive or exemplary damages that the decedent would have been entitled to recover had the decedent lived, and do not include damages for pain, suffering, or disfigurement.”12

proportionality between punitive damages and the harm or

‘ potential harm ’ suffered by the plaintiff. ( State Farm, supra, 538 U.S. at pp. 418, 424.) At another point ( id. at p. 426), the
court referred to the rel ationship b et ween punitive damages and both ‘the amount of harm’ and ‘the general damages recovered,’ impliedly recognizing that these two are not always identical. More explicitly, in State Farm the high court reiterated its recognition in BMW that in so me cases co mp ensatory damages are not the definitive quantification of harm because ‘ “ the injury is hard to detect or the monetary value of noneconomic harm might have been difficult to determine ” ’ ( State Farm

, supra , at p. 425, quoting BMW, supra, 517 U.S. at p. 5 82.) [ ¶ ] State
Farm ’ s reference to potential harm echoed the high court ’ s earlier
decision in TXO Production Corp. v. Alliance Resources Corp. [(1993 ) ] 509 U.S. 443 ( TXO ).” ( Simon

, supra, 35 Cal.4th at

p. 1173.) As the Simon Court recogniz ed, “[i]n t he wake of TXO,
BMW and State Farm, a large number of federal and state courts have, in a variety of factual contexts, considered uncompensated or potential harm as part of the predicate for a punitive damages award.” ( Simon, at p. 1174.)
Simo n discussed w ith apparent approval two California

cases which considered unrecoverable damages for emotional distress in assessing the relationship between the plaintiff’s compensatory damages award and the amount of punitive damages. The Court cited “ Nea l v. Farmer s Ins. Exchange [(1978)] 21 Cal.3d 910, in which a statute barred recovery of damages actually caused by the defendant ’ s tortious acts. In that insurance bad faith case, the plaintiff died before judgment, precluding her estate ’ s recovery of da mages for e mo tional
distress. ( Id. at p. 920, fn. 3; see Code Civ. Proc., § 377.3413

(formerly Prob. Code, § 573).) Considering it ‘ likely that absent this limitation plaintiff would have recovered a substantial additional amount in compe nsation for emotio nal distres s, ’ this court held the disparity between the relatively small compensatory damages award and the significant award of punitive damages did not require nullification of the latter under
state law. ( Neal v. Farmers Ins. Exchange, supra, at p. 92 9; see
also R omo v. Ford Motor Co. [(2003)] 113 Cal.App.4th [738,]
760

- 761 [reaching similar conclusion under State Farm ].)
Farmers ’ bad faith conduct had actually caused Mrs. Neal
substantial emotional distress; her estate was barred from recovering such damages on ly by Probate Code former
section 573. ” ( Simon

, supra , 35 Cal.4th at pp. 1176

– 1177.) That is precisely the situation in this case. The trier of fact found appellants caused Lopez significant noneconomic damages
which plaintiffs could not reco ver due to se ction 377.34. Appellants contend that the above

- quoted statements from
Simon are dicta. Perhaps. 3 They also contend that Lopez has not

3 “ ‘ Dicta consists of observations and statements

un n eces sary to the appellate court's resolution of the case.’” ( Sonic

- Calabasas A, Inc. v. Moreno (2013) 57 Cal.4th 1109, 1158.) The Court in Simon first considered whether it was permissible to consider the potential or uncompensated harm suffered by a pla i ntif f as the predicate for a punitive damages award and then, after finding support for that proposition in Supreme Court decisions, determined that “t he potential harm that is properly included in the due process analysis is ‘ “ harm that is likely to

occ u r fr om the d efendant ’ s conduct. ” ’ ” ( Simon, supra , 35 Cal.4th at pp. 1173

- 1174, 1177 , citing TXO

, supra , 509 U.S. at p. 460 .) The Court then found Simon’s potential lost profits did not meet14

cited any California case since Simon which has considered uncompensated damages as the predicate for a p unitive dam ag es award. The reverse is also true: appellants have not cited any
California case since Simon reversing a punitive damages award because it was predicated on uncompensated damages. Appellants do not point to any flaw in the Simon c ourt’s

re asoning, or a ny inconsistency with U.S. Supreme Court decisions, and we see none, at least as that reasoning is applied
to the case of a n individual who suffers noneconomic damages but
dies before trial in California

. Noneconomic damages are recoverable in many actio ns , including wrongful termination action s. Thus, when appell ants terminated Lopez, they were on notice they would be responsible for both economic and noneconomic damages if she successfully
sued them for wrongful termination. They accordingl y had fair

no tice that if their conduct warranted punitive damages, the amount of those damages would be based on Lopez’s total compensatory damages, both economic and noneconomic. The trial court made clear that if Lopez had survived, the
court would have awarded he r su bstantial noneconomic damages. The only reason that appellants were not liable for those damages was Lopez’s untimely death and a provision of California pro cedural law. There is nothing in the due process clause or the reasoning of BMW

, T XO or State F

arm which suggests that a defendant ’s wrongful actions are less culpable, or

this due process standard. ( Simon, at p. 1179.) It is not c l ear that the Simon Court’s initial discussion of the constitutional permissibility of considering potential or uncompensated harm

was unnecessary to the resolution of the case.15

should be punished less severely, simply because the plaintiff
dies before trial

. Appe l l a nts contend that even if it were acceptable to consider noneconomic damages, there is no r eliable e vidence that Lopez suffered non economic damages because apart from “Lopez’s sister’s unlicensed and layperson opinion testimony that Ms. Lopez was ‘sad’ and ‘depressed’ after being terminated, there is no evidence of any psychological examinatio ns , treatment, medications or disability.” Appellants provide no legal authority requiring expert testimony to support non

- economic damages. Generally, the law is to the contrary. “Numerous cases approve the award of emotional distress damages based on t he testimony of nonexpert
witnesses.” (

Knutson v. Foster (2018) 25 Cal.App.5th 1075, 1096.) “The law in this state is that the testimony of a single

person, including the plaintiff , may be sufficient to support an
award of emotional distress da mages.” ( I bi d .) Appellants also understate the lay evidence presented at
trial. Lopez herself testified at the first trial that she was in “disbelief” and felt “betrayed” by the termination. In the punitive damages phase of this trial, the trial court a greed that “ [ b ] eing fired for some bogus reason, obviously, can create emotional distress for her as [opposed to] leaving on her own terms. So that
is where . . . the non

- economic damages that were not awarded to her were justified and they should think a bout that a s a factor” in punitive damages. Thus the trial court, sitting as the trier of fact, agreed to hear additional testimony on the issue of emotional distress from “any

. . . witnesses

. . . that have first

hand knowledge of what they saw and what they obser ve d comparing before and after.”16 Plaintiff s ’ counsel offered the testimony of Lopez’s sister
Marisela who testified : “I knew my sister and I knew how she was feeling and I knew what she told me.” Marisela explained that before Lopez was termina ted, she wa s a very happy, “very going out person.” She lo ved her job. Marisela observed Lopez right after she was terminated and s he was “sad.” She told
Marisela that she believed that she had been fired because she
was ill and she was “devastated.” I n the days an d weeks after the termination, she “became stressed very emotionally” and she was “depressed” and “sad” because she was fired due to her
illness. After Lopez was fired and she became depressed, she “didn’t want to do anything. She wanted to stay home a ll the time. She didn’t want to talk to nobody.” Lopez expressed
“financial worries.” She told her sister that she “couldn’t sleep.” Even after Lopez got another job, she was still depressed about being fired by appellants.
The trial court e xpressly fo un d Marisela to be “a very
credible witness.” The testimony of Lopez and Marisela is more than sufficient evidence to support the trial court’s finding that
“the actual harm suffered by the decedent (if she had been alive at the time of trial, and hence, wo uld have been allowed to recover ‘non

- economic’ damages) was in the total range of $100,000 to $150,000 for all compensatory damages.” It should be emphasized that the trial court was the trier of fact in this case, and was not speculating ab out what a ju ry might have awarded Lopez if she had lived through the first trial. The court was stating what it would have done, based on the evidence in the case, if such damages had not been barred after Lopez’s death by section 377.34

.17 Appellants alte rnatively i ns ist that there is no evidence that Lopez “was emotionally impacted by her termination to any greater degree than what any employee would experience after termination for performance related or economic reasons.” Appellants appear to be sugges ting a very o dd standard, which would hold employers liable for damages caused by wrongful termination of an employee only if the employee suffered emotional distress exceeding that suffered by “any” employee who was lawfully terminat ed

. Appellants do not support th is suggestion with cogent argument or legal authority. They have
forfeited this claim. ( United Grand Corp. v. Malibu Hillbillies,
LLC (2019) 36 Cal.App.5th 142, 146 ( United Grand ) [ “ ‘ appellant must supply the reviewing court with some cogent argument

su pp orted by legal analysis and citation to the record ’ ”].) Certainly, there is no requirement that a wrongfully terminated employee show she suffered more economic damages than a lawfully terminated employee before she can recover economic damag es. There is , for example, no requirement that she be unemployed for longer than a lawfully terminated employee. The law does not appear to set such a rigid standard for noneconomic damages either. (See, e.g., Loth v. Truck

- A

- Way Corp. (1998) 60 Cal.App .4th 757, 7 68 ( Loth ) [there is no set “standard for determining pain and suffering damages [citation], [and] no expert may supply a formula for computing .

. . the value of the loss of enjoyment of life”]; CACI No. 3905A [“No fixed
standard exists for deci ding the am ou nt of these noneconomic damages . You must use your judgment to decide a reasonable amount based on the evidence and your common sense”].)18 To the extent appellants contend there is insufficient evidence to support the amount of the noneconomic damages, t he amount of such damages is left to the sound discretion of the trier of fact, here the court. (See

, e.g. , Beagle v. Vasold (1966)
65 Cal.2d 166, 172 [“ ‘[t]ranslating pain and anguish into dollars can, at best, be only an arbitrary allowance, and not a pr ocess of
measurement’ ”; the trier of fact must “ ‘allow such amount as in [its] discretion [it considers] reasonable’ ” for that purpose]; Loth,

supra , 60 Cal.App.4th at p. 768 ; see also CACI No. 3905A [“No fixed standard exists for deciding the amount of these
noneconomic damages

. You must use your judgment to decide a reasonable amount based on the evidence and your common sense”].) Appellants have failed to offer any argument that setting the amount of non

- economic damages here was an abu se of discr et ion, that is, outside the bounds of reason and common

sense.

B

. There Are No Comparable Civil Penalty Provisions

. We skip next to the third guidepost, which directs us to “consider ‘the difference between the punitive damages awarded by the jury and t he civil penalties authorized or imposed in comparable cases.’ ” ( Roby

, supra , 47 Cal.4th at p. 718.) “ ‘The rationale for this consideration is that, if the penalties for comparable misconduct are much less than a punitive damages award, the tortfeasor la cked fair notice that the wrongful conduct could entail a sizable punitive damages award.’ ” ( Grassilli v. Barr (2006) 142 Cal.App.4th 1260, 1290.) Appellants contend 1) there are no applicable civil penalties in comparable cases ; and 2) we s hould consi de r repealed and inapplicable penalties.19 Appellants point to Government Code former section 12970 which, when Roby was decided, authorized the California Fair Employment and Housing Commission to assess a fine of up to $150,000 against an emplo yer found t o violate the California Fair Employment Housing Act if the plaintiff pursued her claims administratively before the commission. ( Roby

, supra , 47 Cal.4th at pp. 718

– 719.) In 2013 , the California Legislature eliminated the Fair Employment and H ousing Comm is sion, repealed section 12970, and did not replace the civil penalty authorized by section 12970 with a comparable one. (See Sen. Bill No. 1038 (2011

- 2012 Reg. Sess.) § 5 0 .) We note the Court in Roby approved a punitive damages award of almos t $ 2 million dollars despite the cap

on administrative fines still in effect during the pendency of that
action. (See Roby , at p. 719.) Appellants also point to the $50,000 limit on punitive damages contained in Title VII of the Civil Rights Act. (42 U. S.C

. S § 1981a (b)(3)(A).) Lopez did not bring a claim under that law, and appellants do not discuss the substantive provisions of that law or how it would apply to Lopez’s circumstances. Accordingly, we do not consider it. (See Hodjat v. State Farm Mutua l A ut omobile Ins. Co. (2012) 211 Cal.App.4th 1, 10 ( Hodjat ) [“ appellant is required to not only cite to valid legal authority, but also explain how it applies in his case”].)
Because appellants have not identified any civil penalty that could be imposed in a co mparable case, the third guidepost is not relevant in determining whether the punitive damages award
in this case exceeds the constitutional limit. (See Nickerson v. Stonebridge Life Ins. Co. (2016) 5 Cal.App.5th 1, 23

. )20 C

. Appellants’ Conduct Was R epr eh ensibl e. Although we consider the second guidepost last, the degree of reprehensibility of a defendant’s conduct is the most important
of the three

. The trial court found appellants’ conduct to be “despicable and reprehensible.” Appellants contend t hei r conduct does not support a finding of a high degree of reprehensibility. We find a medium high degree of reprehensibility. “On this question, the high court instructed courts to consider whether ‘[1] the harm caused was physical as opposed to
economi c; [2 ] the to rtious conduct evinced an indifference to or a reckless disregard of the health or safety of others; [3] the target of the conduct had financial vulnerability; [4] the conduct involved repeated actions or was an isolated incident; and [5] the
har m was the result of intentional malice, trickery, or deceit, or
mere accident.’ ” ( Roby

, supra , 47 Cal.4th at p. 713.) On appeal, “ ‘ determining the “degree of reprehensibility” ultimately involves a legal conclusion.’ ” ( Simon

, supra , 35 Cal.4th at p. 11 72 , quotin g Leatherman Tool Group, Inc. v. Cooper Industries, Inc

. (9th Cir. 2002) 285 F.3d 1146, 1150.) “[F]indings of historical fact made in the trial court are still entitled to the ordinary measure of appellate deference.” ( Simon

, at p. 1172.)

1

. Fi rs t factor Harm to an employee’s emotional and mental health is considered physical harm within the meaning of the first factor. ( Roby , supra , 47 Cal.4th at p. 713.) The trial court found Lopez suffered such harm, and we have determined the trial cou rt’ s21

finding is supported by substantial evidence. 4 This evidence shows that Lopez was deeply affected by CWG’s wrongful conduct and essentially lost her enjoyment of life and bec ame a different

person. Although we do not agree with appellants that some phy si cal mani festation of emotional harm is required, we note that there was evidence that Lopez experienced difficulty sleeping, which is a physical manifestation of her emotional harm (and one which results in physical harm to a person )

. Thus, this
fact or is present and weighs in favor of a high assessment of reprehensibility.

2

. Second factor
When i t i s objectively reasonable to assume an employer’s wrongful conduct toward an employee will affect the employee’s
emotional well

- being , that conduct will be fo und to h ave

“ ‘ evinced an indifference to or a reckless disregard of the health or safety of others ’ ” within the meaning of the second factor. ( Roby

, supra , 47 Cal.4th at p. 713.) We find it objectively reasonable to assume that falsely telling a h ard

- w orking

c ompetent employee that she is being fired for poor performance would affect the employee’s emotional well

- being . As the trial court put it: “Being fired for some bogus reason, obviously, can
create emotional distress.” The conduct is partic ula rl y callou s when the person is suffering from cancer. Thus, this factor is present as well and supports a high assessment of reprehensibility

.

4 We would reach the same conclusion if we independently reviewed the evidenc e in this cas e.22 3. Third factor When the employee is a relatively low level one, she will certainly be financially vulnerab le. ( Roby

, s upra , 47 Cal.4th at

p

. 713 [low

- level employee who quickly depleted her savings and lost her medical insurance as a result of termination “ ‘ had financial vulnerability. ’ ”] Here, Lopez was a fairly low level employee. She sought new employm ent a fter her termination by appellants despite her illness because she needed income and
health insurance. Appellants are correct that Lopez receive d financial assistance from family members , but this underlines Lopez’s financial vulnerability: it suppo rts a n infere nce that her
own financial resources were in sufficient to support herself after
her termination. Similarly, Lopez’s financial condition may have improved some ten months after she was fired by CWG, when she was able to quit her low

- paying new jo b and be a homemaker, but this improvement was temporary. Lopez spent the end of her life sleeping in her mother’s garage. 5 Thus, Lopez had a fair degree of financial vulnerability when she was terminated by appellants

, which supports a high assessmen t o f reprehen sibility

.

4. Fourth factor There is some ambiguity in the fourth factor, which asks if

“ the conduct involved repeated actions or was an isolated incident.” There was no evidence that any other employee was wrongfully terminated by CWG , and so in that se nse there were

5 Appellants are correct they cannot reasonably be held accountable for whatever personal circumstances resulted in Lopez losing financial support from her “husband.” We include this information to show that Lopez was and remained financi a lly vulnerab le without employment.23

no repeated actions by CWG . At the same time, this cannot be viewed as an isolated incident within the company by a single employee. Russo did not act alone. CWG’s policy required acquiescence by human resources in the termina tio n. It als o required Yang’s approval. Thus, b oth Casar and Yang separately acted in the wrongful termination

. Ultimately, however, this factor does “not support a high assessment of reprehensibility.” (See Simon, supra , 35 Cal.4th at p. 1180 [while
“co nd uct coul d be characterized as more than a single isolated incident, as the evidence showed deceptive conduct . . . spanning several weeks, the tortious act on which liability was based was a single false pro mise . . . made in the letter” there was no ev id ence def endant had acted similarly toward other potential buyers and
so conduct “did not support a high assessment of reprehensibility” ].) Given the involvement of two high ranking officers of CWG, who each independently approved or acquiesced
in the te rm ination, this factor does support a n assessment of reprehensibility , although not a high assessment.

5. Fifth factor The trial court made factual findings that appellants knew Lopez had cancer, Russo fired her for that reason but falsely told
her sh e w as being f

ired for performance based reasons

, and Russo, Casar, and Yang lied about thei r knowledge of Lopez’s

cancer to cover up the wrongful termination. Evidence that an employer offered a pretextual explanation to justify its wrongful termination ma y s up port a f inding of malice or oppression. (See Cloud v. Casey (1999) 76 Cal.App.4th 895, 912 [employer’s use of a false explanation to hide gender

based termination supported punitive damages award]; Stephens

v. Coldwell Banker Commercial Group, Inc. ( 198 8)24

199 Cal .App.3d 1394, 1403 [employer’s fabricated criticism to justify wrongful termination supported punitive damages award], disapproved on another ground in White v. Ultramar, Inc. (1999) 21 Cal.4th 563, 574, fn. 4.)
The court found credible Vasque z’s t estimony t hat Russo
told him Lopez had cancer (demonstrating Russo’s knowledge) and testimony by Marisela that she told Casar Lopez had cancer. Yang admitted he knew Lopez had a serious medical condition and it was undisputed he saw her several times a d ay . There was substantial evidence Lopez’s physical appearance changed in a

way suggesting to her coworkers that she had cancer. The court found not credible appellants’ testimony that they did not know Lopez had cancer: “clearly, she was dying of can cer

. . . and they lied about it and they tried to cover it up.” Appellants ar gue R usso, Casar and Yang were not dishonest but simply “unsophisticated in public speaking and nervous in court, [and] answered questions [about their knowledge of Lopez’s canc er] a t trial very literally.” The trial court had ample opportunity to observe the demeanors of these
witnesses and concluded otherwise. We do not reweigh credibility determinations, even when the trier of fact is making
decisions under the clear and con vin ci ng stand ard of proof. Appellants also contend there is no evidence that Russo
viewed Lopez negatively or with malice due to her condition. Appellants ignore Lopez ’s test i mony that Russo conveyed his unhappiness with her chemotherapy appointments, co mpl ai ned
she was walking too slowly at work, and treated her more harshly and unfairly than the other sales representatives after she returned from medical leave. Vasquez corroborated Russo’s negative comments about Lopez’s slow walking ; Vasquez’s25

testimo ny sh owed Rus so treated Lopez more harshly than he did Vasquez.
A ppellants argue the evidence shows Russo’s behavior was simply an attempt to increase his department’s performance due
to pressure

. They further claim the eviden ce supports Russo’s
claims t hat L opez was performing poorly. Russo’s changing emphasis on the type of poor performance given by Lopez , as described above in the background section,
undercuts his credibility

. The documentary evidence, or lack of
such evidence

, also undermines this cl aim

. CWG ack nowledges on appeal that its own data showed Lopez had high sales
numbers but then it argues the data is unreliable. Russo claimed
to have run a report with orders pending in her name and went through each account to verify his impression Lop ez wa s not

pe rforming well . He could not, however, produce documentation of this report for the court. CWG was similarly unable to produce any call logs for Lopez which would have corroborated Russo’s claim that her call logs had much less detail than Va squ ez ’s and
A maya’s call logs. We defer to the trial court’s express and implied credibility findings and resolution of conflicting evidence on this topic

. The court rejected Russo’s testimony that Lopez was performing poorly, in part because of the lack of do cumentat ion. We find
CWG did act with intentional malice and so the fifth factor is present and supports a high assessment of reprehensibility.

D. The Punitive Damages Award Is Constitutionally
Permissible Given t he Reprehensibility o f Appellants’
C ond uc t a nd t h e Emotional Harm t o Lopez. As we have just discussed, four of the factors support a high assessment of reprehensibility and one support s a26

reprehensibility a ssessmen t , but not a high one

. Appellants contend, correctly, that case law contains ex am ples of more reprehensible behavior

. Certainly, CWG’s behavior is not the most reprehensible conduct to come before the courts. That does
not mean that it is no t more reprehensible than average, or put differently, at least medium high.
The trial co urt c alculate d reprehensibility as high as 80 to
90 out of 100. We note the trial court, in discussing its finding that CWG’s conduct was reprehensible and deserving of punitive damages, stated: “I don’t think I have ever done that as a Judge,
been on the be nc h for te n years so it takes a lot to get me to that point and they got me there, certainly, by clear and convincing
evidence.”
Given the medium high level of CWG’s reprehensibility,
and the un usual situation where plaintiff s could not recover for Lop ez’ s emotiona l distress, we have no difficulty in concluding the $500,000 is constitutionally permissible. Lopez’s actual harm was in the $115,057 to $165,057 range. Taking the mid

- point of $140,057 results in a multiplier of 3.5. That is not excessive i n l ig ht of CW G’s despicable conduct toward a seriously and ultimately terminally ill woman.

II. Appellants Have Not Shown t he Damages Are
Excessive Under California Law

. Appellants contend the punitive damages are excessive
under California law because “ the t rial cou rt’s 33.3:1 ratio punitive damages award was the product of unchecked passion and prejudice, as is demonstra ted above and below.” As we have explained, it is the ratio between Lopez’s actual harm and the punitive damages which should be consi der ed , and th at comparison yields a ratio of 3.5:1.27 Any claim that appellants have demonstrated unchecked passion and prejudice apart from the ratio itself is forfeited. Appellants ’ vague reference to “above and below” is not sufficient to preserve the c l aim

. (See N wosu v. Uba (2004) 122 Cal.App.4th 1229, 1246.) Although it is not our task “ ‘ to search the record on [our] own ’ ” when “ ‘ a party fails to support an argument with the necessary citations to the record ’ ” ( Id

. at p. 1246), we note briefly t hat our read ing of the record ha s not disclosed any improper passion or prejudice on the part of the trial court.

II I

. Appellants Have Forfeited Their Claim That t he Trial
Court Erred i n Considering Holdings’ s Financial
Condition i n Assessing Punitive Da m ages

. Appell ants contend the trial court erred in considering the wealth of Holdings, which they describe as merely a judgment debtor. They contend only C WG was a defendant in the liability phase , and so only CWG ’s wealth could properly be considered in
d eter mining t he amount of punitive damages. They contend, without elaboration, that “[e]lementary notions of fairness” require that a person receive “fair notice” of both the conduct that will subject him to punishment and the severity of that punishment. Alte rnativel y and more generally t hey also contend that the appropriate time to measure CWG ’s wealth was at the
time of the termination or the first trial. Appellants fail to acknowledge that although the trial court stated it was adding Holdings as a ju d gmen t debtor at the end of the liability phase, the court did so because Holdings was an alter ego of CWG and/or its successor in interest. As an alter ego of CWG, Holdings had notice of the liability proceedings. “Judgments are often amended to add addi t iona l judgme nt debtors on the grounds that a person or entity is the28

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 mer e ly
i nserting the correct name of the real defendant. [Citations.] ‘Such a procedure is an appropriate and complete method by
which to bind new individual defendants where it can be demonstrated that in their capacity as alter ego of the corporation they in f

act had control of the previous litigation, and thus were virtually represented in the lawsuit.’ ” ( NEC
Electronics Inc. v. Hurt (1989) 208 Cal.App.3d 772, 778

. ) With respect to Holdings’s notice of liability for punitive damages, i t is long establis h ed l aw in Ca lifornia that a corporation formed by a consolidation or merger succeeded by operation of law to all the obligations and liabilities of the constituent corporations, including liability for punitive damages. ( Moe v. Transamerica Title Ins. Co

. (19 71) 21 C al.App.3d 289,
30 4

– 305.) The same is true for an asset purchase by a corporation which is a de facto merger. ( Marks v. Minnesota Mining & Manufacturing Co. (1986) 187 Cal.App.3d 1429,
1434

- 1435 .) More generally, a purchaser of assets has su c cess or liabi lity if “ ‘ (1) there is an express or implied agreement of assumption, (2) the transaction amounts to a consolidation or merger of the two corporations, (3) the purchasing corporation is a mere continuation of the seller, or (4) the transfer o f as sets to the purchaser is for the fraudulent purpose of escaping liability29

for the seller ’ s debts.’ ” ( Cleveland v. Johnson (2012) 209 Cal.App.4th 1315, 1327 ( Clevelan d ) .) 6 Although appellants cite BMW

, State Farm

, and Simon for these general proposit i ons, they ma ke no effort to apply these propositions to a situation involving an alter ego or successor liability. We are not bound to develop appellants’ arguments for them, and we “ may and do ‘disregard conclusory arguments that

. . . fail to disclose t he r easoning by which the appellant reached the conclusions he wants us to adopt. ’ ” ( United Grand

, supra , 36 Cal

. App.5th at p. 153 ; Hodjat, supra , 211 Cal

. App.4th at p, 10 [“ appellant is required to not only cite to valid legal authority, but also explai n how it appl ies in his case.” ] .) “[S]uccessor liability , like alter ego and similar principles, is an equitable doctrine. As with other equitable doctrines, ‘it is appropriate to

, examine successor liability issues on their own unique facts ’ and ‘ [c]onsi d erat ions of fairness and equity apply.’ ” ( Cleveland, supra , 209 Cal.App.4th at p. 1330.) Given the “the factual and eq uitable nature of the successor liability doctrine; it is probable that no single factual element, standing alone, woul d
establish or n egat e succes sor liability

. ” ( Id . at p. 1334.)

6 California decisions holding that a corporation acquiring the assets of another corporation is the mere continuation of the latter require a showing that “ ‘ (1) no adequate consideration was given for the predecessor c orpo ration ’ s assets and made available for meeting the claims of its unsecured creditors; [and/or] (2) one or more persons were officers, directors, or stockholders of both corporations. ’ ” ( Cleveland

, supra , 20 9 Cal.App.4th at p. 1327.)

“ [ Th ] e principle s und erlying the ‘mere continuation’ theory of

successor liability are not confined to corporations.” ( Id. at
p. 1329

. )30 Appellants have not made any legal arguments or provided
relevant citations to the record to show that the trial court erred
when it determined Hol dings was an alter ego and/or successor of
C WG

. Appellants s i mply assert H oldings “is not the same organization as” CWG. Their only record citation is to Yang’s testimony during the punitive damages phase of the trial, well after the trial court had added Holdings as a judgment debtor.
As the trial court remarked when counsel began to ask questions of Yang about the relationship between CWG and Holdings during the punitive damages phase, “the record was already
made

, I added them on.” That record , not incidentally, includes testimony by Yang during the liability p hase of the trial, given before the trial court made its ruling adding Holdings ; appellants
have elected not to include the transcript of that testimony as part of the record on appeal. 7
In adding Holdings as a judgment debtor the trial court
stated “ the rece ntly nam ed Doe defendant or defendants are merely the successor corporate entities of the now

- defunct corporate defendant CIA Wheel Group. They are essentially the same exact company with a new corporate name. It would be a manifest injustice not to allo w these Doe defendants to be included as a judgment debtor in this case.” The trial court later

7 The court’s minute orders show Yang testified on July 11, 2018. Appellants, however, have not provided this court with the reporter ’ s tr anscript of the July 11, 2018, proceedings. To be clear, this is not a situation where the copy for that date has gone missing. The transcript for July 10 , 2018 is labelled volume 3 of 5 and the transcript for July 19 , 2018 is labelled volume 4 of 5

. Th e design ation of record filed by appellants does not designate the July 11 transcript as part of the record on appeal.31

elaborated that “ everything ” was transferred from CWG to Holdings: “they took over all the assets in all the stores and the same management team.” Based o n th e record on appeal, the evidence cited by the court could only have come from the testimony of Yang

. The only other witnesses were Russo and
Casar. Casar expressly testified that he was unaware of the ownership of Holdings; Russo was not questioned o n th is topic

. “We should not have to point out to counsel who should be
well

- versed in appellate procedure that the appellant has the burden of affirmatively demonstrating error by providing an adequate record.” ( Mountain Lion Coalition v. Fish & Game
Co m

. (1 989) 214 Cal.App.3d 1043, 1051

, fn. 9.) “ To the extent the record is incomplete, we construe it against [them].” ( Sutter
Health Uninsured Pricing Cases (2009) 171 Cal.App.4th 495, 498.) Thus, we construe appellants’ failure to provide a complete tr a nscr ipt of Y ang’s liability phase testimony against them, and presume it provides the overwhelming evidence referenced by the court in its ruling. 8

8 We note a few pages of Yang’s July 11 , 2018 testimony are found in the record on appeal. They are attached as Exhibit F to the d e clar ation of Stacie Yee in support of appellant s ’ motion for a new trial

. Ms. Yee is currently appella nts’ counsel. A few more pages are found as Exhibit E to plaintiffs’ opposition to the new trial motion

. These brief sni ppets of testimony suggest the Yang s retain ed a great deal of control over the operations of Holdings. Yang testified his father was the CEO of CWG and then became the CEO of Holdings. During the penalty phase, Yang further testified his father was transitioning from being the CEO to bei n g the “c hairman.” Yang stated his father was able to do that because “he trusts me to run the business.”32 As for appellants’ claim that the financial condition of a
defendant should be measured at the time of the w rong ful
cond uct or the first trial of the matter, appellants have forfeited this claim by failing to provide any legal authority or argument to support this contention

. ( United Grand, supra

, 36 Cal

. App.5th at p. 146.) We note there is no logical basis t o use the fir st trial as a basis for anything as Lopez died before the trial was complete
and the court declared a mistrial. This c ourt has certainly permitted the consideration of a defendant’s financial condition
at a later time than the date of the wro n gful conduct

. As we have explained: “ In the end, ‘[w]hat is required is evidence of the
defendant ’ s ability to pay the damage award.’ ” ( Green v. Laibco,
LLC (2011) 192 Cal.App.4th 441, 453.)

IV

. Appellants Have Forfeited Their Claims Based on
Civil Co d e se ction 32 94. Appellants contends plaintiffs did not prove either the wrongful conduct required by Civil Code section 3294, subdivision (a) or the authorization or ratification required by Civil Code section 3294, subdivision (b). A plaintiff may recov e r pu nitive
d amages only “ where it is proven by clear and convincing
evidence t hat the defendant has been guilty of oppression, fraud,
or malice.” (Civ. Code, § 3294, subd. (a).) In addition, “[a]n employer shall not be liable for [punitive] damages . .

. bas ed

upon acts of an employee of the employer, unless the employer . . . authorized or ratified the wrongful conduct . . .

. With respect to a corporate employer, the

. . . authorization, [or] ratification . . . must be on the part of an officer, direc t or, or manag ing agent of the corporation.” ( Id.

, subd. (b).)33 The trial court found both requirements were met in this case, stating that “the plaintiffs have proven by clear and convincing evidence per Civil Code Section 3294 [, subdivision] (b)
that the c orpo rate def endant by and through its various employees, agents, and/or management, including Russo, Casar, and Yang, terminating the decedent’s employment in direct violation of public policy and that the defendant acted with malice, oppression

, and/or f r aud. [¶ ] S aid act ions were done by managing agen ts, and I find that Russo and Casar were managing agents, officers, and/or directors of the corporate defendant, which clearly Yang is. Alternatively, I find that the corporate defendant has ratified and/ o r ot herwise adopted these improper actions.” “The standard of proof known as clear and convincing evidence demands a degree of certainty greater than that involved with the preponderance standard, but less than what is required by the standard of proof b e yond a reaso nable doubt.
This intermediate standard ‘ requires a finding of high probability. ’ ” ( Conservatorship of O.B. (2020) 9 Cal.5th 989, 998.)

“ In general, when presented with a challenge to the sufficiency of the evidence associated with a finding

requ iring cl ear and convincing evidence, the court must determine whether the record, viewed as a whole, contains
substantial evidence from which a reasonable trier of fact could have made the finding of high probability demanded by
this standard of proof

. ” ( Conserva torship of O.B.

, supra , 9 Cal.5th at p. 1005 .) “[A]n appellate court reviewing such a finding is to view the record in the light most favorable to the judgment below; it must indulge reasonable inferences that the34

trier of fact might have dra w n fr om the e vidence; it must accept
the fact finder ’ s resolution of conflicting evidence; and it may not insert its own views regarding the credibility of witnesses in place of the assessments conveyed by the judgment.” ( Id . at.

p. 1008.)

A. Intentional Mali ce ( Subd ivision (a)

) Appellants do not make a new argument to support their claim that there is insufficient evidence of malice, fraud or oppression, but simply refer to a prior contention: “As discussed in Section I.B.5, supra , the record lacks sub s tant ial evid ence to support a determination of clear and convincing evidence as to the issues of malice or oppression.” Our analysis and rejection of that argument is found in our discussion of the reprehensibility of appellants’ conduct. There

we review e d th e eviden ce de novo , a lthough such a review requires deference to the court’s factual findings. Appellants do not explain how or why we would reach a different result if we reviewed the record to determine if it “ contains substantial
evidence from whi c h a reasonab le trier of fact could have made the finding of high probability demanded by this standard of proof.” ( Conservatorship of O.B., supra, 9 Cal.5th at p. 1005.) We are not required to make or develop arguments for appellants, or to speculate abo u t wh ich issu es they intended to
raise. ( United Grand, supra, 36 Cal.App.5th at p. 153.) Simply citing general authorities on the standard of proof and appellate
review is not sufficient. “[A] n appellant is required to not only cite to valid legal autho r ity, but als o explain how it applies in his case.” ( Hodjat

, supra , 211 Cal.App.4th at p. 10.)35 B. Officers

, Directors, Managing Agents a nd Ratification ( Subd ivision b

) )
As to Civil Code section 3294, subdivision (b), appellants
contend Russo and Casar we r e no t managi ng agents of CWG and Casar and Yang did not authorize or ratify Lopez’s wrongful termination. They contend, in effect, that Russo acted alone. Yang was indisputably an officer of CWG, and there is evidence his permission was required and give n for Lopez’s
termination. The trial court found Yang either acted with malice in terminating Lopez or ratified Russo’s wrongful termination of
her. Further, Yang was in a position to offer testimony as to whether Russo’s and Casar’s authority over decis i on

- m aking
im pacted CWG policy and made them managing agents of CWG. (See Davis v. Kiewit Pacific Co . (2013) 220 Cal.App.4th 358, 372

– 373.) As we have discussed , appellants have elected not to include a complete transcript of Yang’s testimony from the
li a bili ty phase when these topics were covered. We again construe the absence of this transcript against appellants, and presume it contains the necessary evidence to support the trial court’s findings.36 DISPOSITION The judgment, including the punitive damag e s aw ard, is
affirmed. Costs are awarded to respondent s

.

CERTIFIED FOR PUBLICATION

STRATTON, J.

We concur:

BIGELOW, P. J.

WILEY , J.