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.,

Plaintiffs and Respondents,

v.

CIA WHEEL GROUP et al.,

Defendants and Appellants.

B300021

(Los Angeles County

Super. Ct. No. BC545112)

APPEAL from a judgment of the Superior Court of Los 

Angeles County, Randolph Hammock, Judge. Affirmed.

Pillsbury Winthrop Shaw Pittman, Stacie D. Yee and 

Justin L. Brossier for Defendants and Appellants.

V. James DeSimone Law, V. James DeSimone and Carmen 

D. Sabater for Plaintiffs and Respondents.

_________________________
2

CIA Wheel Group dba The Wheel Group (CWG) and Wheel 

Group Holdings dba The Wheel Group (Holdings) appeal from a 

judgment entered against them 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 matter, and the court declared a 

mistrial. The court appointed Lopez’s three children (hereafter 

plaintiffs) as her successors in interest. Following a second trial, 

the court found CWG terminated Lopez due to her medical 

condition, awarded plaintiffs $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 Civil Procedure section 377.34,

1 and 

awarded punitive damages in the amount of $500,000 against 

appellants.

Appellants contend: 1) the punitive damages award 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 determining the 

amount of punitive damages; and 4) substantial evidence does

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 affirm the 

judgment.

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 field. The three 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 CWG 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 month. 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 Appointments

When 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 person 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 was 
4

agreeable when she asked for time off. They had a good 

relationship.

After Lopez returned from 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 breathe heavily as if frustrated. Russo began to complain 

about Lopez’s behavior, particularly 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 though she included 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 it did not matter who was credited for 

the sales. 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 Russo’s behavior 

and sought 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 document 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 she 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 told 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 

nevertheless, 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 President of CWG and 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 testified 

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 was slipping.”

Lopez’s “sales numbers were going down . . . I mean, that was the 
6

main reason, was her sales numbers were going down.” He did 

not recall communicating any other reason to her.

Before the first trial, Lopez’s sister Marisela Lopez, who 

also worked 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.”

In 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 Lopez was not performing well. However, he 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 have 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 using 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 weight, lost her 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. Yang 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 had 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 the office 

that 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 going to lose all of 

her hair.” She told Casar this “so he could let [Russo] 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 going 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 “office banter” that 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 medical 
8

appointments. 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.” Cesar denied Marisela 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 times.”

Yang was adamant he did not know 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 terminated 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. Marisela 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 2015, Lopez had to move out 

of her apartment and into her mother’s garage. It appears she 
9

was quite sick when she moved. Marisela believed that by 

October 2015, Lopez was too sick to work at all.

IV. Holdings’s Role in the Litigation

Before trial began, plaintiffs 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 Holdings as a judgment 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 evidence 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 Marisela about her sister’s emotional 

distress due to her wrongful termination.

The court found Lopez suffered emotional 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 trial 

court awarded 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 

awards of punitive damages. (See State Farm Mut. Automobile
10

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 explained 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 

punishment, 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 

plaintiff and the punitive 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, supra, 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 relationship between 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.’ ” ’ ” (Simon, supra, 35 Cal.4th at 

p. 1172.) “[F]indings of historical fact made in the trial court are 
11

still entitled to the ordinary measure of appellate deference.” 

(Ibid.)

Appellants contend the punitive damages are excessive 

because their conduct was not particularly 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 based 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 

provisions 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 to Lopez 

Beyond Her Economic Damages.

As the California 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 ‘guidepost,’ the high court spoke repeatedly of a 

2 Section 377.34 provides: “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, including 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 relationship between 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 some cases compensatory 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. 582.) [¶] 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 recognized, “[i]n the 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.)

Simon discussed with 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 “Neal v. Farmers 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 damages for emotional 

distress. (Id. at p. 920, fn. 3; see Code Civ. Proc., § 377.34 
13

(formerly Prob. Code, § 573).) Considering it ‘likely that absent 

this limitation plaintiff would have recovered a substantial 

additional amount in compensation for emotional distress,’ 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. 929; see 

also Romo 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 only 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 recover due to section 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 

unnecessary 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 

plaintiff as the predicate for a punitive damages award and then, 

after finding support for that proposition in Supreme Court 

decisions, determined that “the potential harm that is properly 

included in the due process analysis is ‘ “harm that is likely to

occur from the defendant’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 meet 
14

cited any California case since Simon which has considered 

uncompensated damages as the predicate for a punitive damages 

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 court’s 

reasoning, or any inconsistency with U.S. Supreme Court 

decisions, and we see none, at least as that reasoning is applied 

to the case of an individual who suffers noneconomic damages but 

dies before trial in California.

Noneconomic damages are recoverable in many actions, 

including wrongful termination actions. Thus, when appellants 

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 accordingly had fair 

notice 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 her substantial noneconomic damages. 

The only reason that appellants were not liable for those 

damages was Lopez’s untimely death and a provision of 

California procedural law. There is nothing in the due process 

clause or the reasoning of BMW, TXO or State Farm which 

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

this due process standard. (Simon, at p. 1179.) It is not clear 

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.

Appellants contend that even if it were acceptable to 

consider noneconomic damages, there is no reliable evidence that 

Lopez suffered noneconomic 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 examinations, 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 the 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 damages.” (Ibid.)

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 agreed 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 about that as 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 firsthand knowledge of what they saw and what they observed 

comparing before and after.”
16

Plaintiffs’ 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 terminated, she was a very happy, “very 

going out person.” She loved her job. Marisela observed Lopez 

right after she was terminated and she was “sad.” She told 

Marisela that she believed that she had been fired because she 

was ill and she was “devastated.” In the days and 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 all 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 expressly found 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, would 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 about what a jury 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 alternatively insist 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 suggesting a very odd 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 terminated. Appellants do not support this

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 

supported 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 damages. 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, 768 (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 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”].)
18

To the extent appellants contend there is insufficient 

evidence to support the amount of the noneconomic damages, the

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 process 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 abuse 

of discretion, 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 the 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 lacked 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 should consider 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 employer found to 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 Housing Commission, 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.) § 50.) We note the Court in Roby approved a punitive 

damages award of almost $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 Mutual Automobile 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 comparable 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 Reprehensible.

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 their 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 

economic; [2] the tortious 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 

harm 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. 1172, quoting 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. First 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 court’s 
21

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 became a different 

person. Although we do not agree with appellants that some 

physical manifestation 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 

factor is present and weighs in favor of a high assessment of

reprehensibility.

2. Second factor

When it is objectively reasonable to assume an employer’s 

wrongful conduct toward an employee will affect the employee’s 

emotional well-being, that conduct will be found to have 

“ ‘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 hard-working 

competent 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 particularly callous 

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 evidence in this case.
22

3. Third factor

When the employee is a relatively low level one, she will 

certainly be financially vulnerable. (Roby, supra, 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 employment after her termination by 

appellants despite her illness because she needed income and 

health insurance. Appellants are correct that Lopez received

financial assistance from family members, but this underlines 

Lopez’s financial vulnerability: it supports an inference that her 

own financial resources were insufficient 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 job 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 assessment of reprehensibility.

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 sense 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 

financially vulnerable 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 termination. It also 

required Yang’s approval. Thus, both 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 

“conduct could 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 promise . . . made in the letter” there was no evidence 

defendant 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 termination, this factor does support an 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 she was being fired for performance based reasons, and 

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

cancer to cover up the wrongful termination.

Evidence that an employer offered a pretextual explanation 

to justify its wrongful termination may support a finding of 

malice or oppression. (See Cloud v. Casey (1999) 76 Cal.App.4th 

895, 912 [employer’s use of a false explanation to hide genderbased termination supported punitive damages award]; Stephens

v. Coldwell Banker Commercial Group, Inc. (1988)
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 Vasquez’s testimony that 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 day. 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 cancer . . . and they 

lied about it and they tried to cover it up.”

Appellants argue Russo, 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 cancer] at 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 convincing standard 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 testimony that Russo conveyed his 

unhappiness with her chemotherapy appointments, complained 

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’s 
25

testimony showed Russo treated Lopez more harshly than he did 

Vasquez.

Appellants argue the evidence shows Russo’s behavior was 

simply an attempt to increase his department’s performance due 

to pressure. They further claim the evidence supports Russo’s 

claims that Lopez 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 claim. CWG acknowledges 

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 Lopez was not 

performing 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 Vasquez’s and 

Amaya’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 documentation. 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 the Reprehensibility of Appellants’ 

Conduct and the Emotional Harm to Lopez.

As we have just discussed, four of the factors support a 

high assessment of reprehensibility and one supports a 
26

reprehensibility assessment, but not a high one. Appellants 

contend, correctly, that case law contains examples 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 not more reprehensible than average, or put 

differently, at least medium high.

The trial court calculated 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 bench for ten 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 unusual situation where plaintiffs could not recover for 

Lopez’s emotional 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 in 

light of CWG’s despicable conduct toward a seriously and 

ultimately terminally ill woman.

II. Appellants Have Not Shown the Damages Are 

Excessive Under California Law.

Appellants contend the punitive damages are excessive 

under California law because “the trial court’s 33.3:1 ratio 

punitive damages award was the product of unchecked passion 

and prejudice, as is demonstrated above and below.” As we have 

explained, it is the ratio between Lopez’s actual harm and the 

punitive damages which should be considered, and that 

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 claim. (See Nwosu 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 that our reading of the record has not disclosed any 

improper passion or prejudice on the part of the trial court.

III. Appellants Have Forfeited Their Claim That the Trial 

Court Erred in Considering Holdings’s Financial 

Condition in Assessing Punitive Damages.

Appellants contend the trial court erred in considering the 

wealth of Holdings, which they describe as merely a judgment 

debtor. They contend only CWG was a defendant in the liability 

phase, and so only CWG’s wealth could properly be considered in 

determining the 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. Alternatively and more generally they 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 judgment 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 additional 

judgment debtors on the grounds that a person or entity is the 
28

alter ego of the original judgment debtor. [Citations.] This is an 

equitable procedure based on the theory that the court is not 

amending the judgment to add a new defendant but is merely 

inserting the correct name of the real defendant. [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 fact 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, it is long established law in California 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. (1971) 21 Cal.App.3d 289, 

304–305.) 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 successor 

liability 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 of assets to 

the purchaser is for the fraudulent purpose of escaping liability
29

for the seller’s debts.’ ” (Cleveland v. Johnson (2012) 209 

Cal.App.4th 1315, 1327 (Cleveland).)6

Although appellants cite BMW, State Farm, and Simon for 

these general propositions, they make 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 the reasoning 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 explain how it applies 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]onsiderations of fairness and equity apply.’ ” 

(Cleveland, supra, 209 Cal.App.4th at p. 1330.) Given the “the 

factual and equitable nature of the successor liability doctrine; it 

is probable that no single factual element, standing alone, would 

establish or negate successor 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 corporation’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, 209 Cal.App.4th at p. 1327.) 

“[Th]e principles underlying 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 Holdings was an alter ego and/or successor of 

CWG. Appellants simply assert Holdings “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 phase 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 recently named 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 allow 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 transcript 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. 

The designation 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 on the 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 on this 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

Com. (1989) 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 transcript of Yang’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 declaration of Stacie Yee in support of appellants’ motion for 

a new trial. Ms. Yee is currently appellants’ counsel. A few more 

pages are found as Exhibit E to plaintiffs’ opposition to the new 

trial motion. These brief snippets of testimony suggest the Yangs 

retained 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 being 

the “chairman.” 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 wrongful 

conduct 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 to use the first trial as a 

basis for anything as Lopez died before the trial was complete 

and the court declared a mistrial. This court has certainly 

permitted the consideration of a defendant’s financial condition 

at a later time than the date of the wrongful 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 Code section 3294.

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 recover punitive 

damages only “where it is proven by clear and convincing 

evidence that 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 . . . based 

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, director, or managing 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 corporate defendant 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 fraud. [¶] Said actions were done by 

managing agents, 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/or otherwise 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 beyond a reasonable 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

requiring clear 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.” (Conservatorship 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 the 
34

trier of fact might have drawn from the evidence; 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 Malice (Subdivision (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 substantial evidence 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 reviewed the evidence de novo, although 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 which a reasonable 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 about which issues 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 authority, but also explain how it applies in his 

case.” (Hodjat, supra, 211 Cal.App.4th at p. 10.)
35

B. Officers, Directors, Managing Agents and Ratification 

(Subdivision b))

As to Civil Code section 3294, subdivision (b), appellants 

contend Russo and Casar were not managing 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 given 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 decision-making 

impacted 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 

liability 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 damages award, is 

affirmed. Costs are awarded to respondents.

CERTIFIED FOR PUBLICATION

STRATTON, J.

We concur:

BIGELOW, P. J.

WILEY, J.