Sterling Home Showcase v. Champion Home Builders CA3

Opinion

Filed 9/17/26 Sterling Home Showcase v. Champion Home Builders CA3 NOT TO BE PUBLISHED California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA THIRD APPELLATE DISTRICT (San Joaquin)

STERLING HOME SHOWCASE, INC., C103539 Plaintiff and Appellant, (Super. Ct. No. v. STKCVUBC20210009670)

CHAMPION HOME BUILDERS, INC., Defendant and Respondent.

Plaintiff Sterling Home Showcase, Inc. (plaintiff) bought manufactured homes from Skyline Homes, Inc. and its successor corporation, Champion Home Builders, Inc. (defendant), and then sold those homes to the public. After defendant ended the business relationship between the parties, plaintiff sued, alleging breach of oral contract, breach of written contract, promissory estoppel, negligent misrepresentation, and intentional misrepresentation. After the trial court granted summary adjudication to defendant on four of the five causes of action, plaintiff requested leave to amend its allegations regarding the surviving cause of action. The trial court denied that request. Later, the trial court made several in limine rulings and, on the day before trial was to begin, the parties signed a stipulation regarding damages. The trial court determined the stipulation left nothing to be tried and entered judgment for plaintiff in the amount the parties stipulated to. On appeal, plaintiff challenges (1) the trial court’s order granting summary 1 adjudication to defendant on four causes of action, (2) the trial court’s ruling denying leave to amend the operative complaint, (3) two of the trial court’s in limine rulings, and (4) the trial court’s determination that the stipulation regarding damages left nothing to be tried. We affirm. BACKGROUND In 2006, plaintiff began selling defendant’s homes as an “exclusive dealer,” selling only defendant’s homes. Plaintiff rejected efforts by one of defendant’s competitors to persuade plaintiff to sell its homes too. Plaintiff rejected the competitor, at least in part, because it preferred the terms of its arrangement with defendant, which included sale rebates under defendant’s “Volume Incentive Program” (VIP). It was not until 2018 that terms of the VIP agreements were reduced to writing. Indeed, some terms of the parties’ relationship were never reduced to writing. For example, plaintiff contends that an oral contract governed the parties’ dealership arrangement. Specifically, plaintiff contends defendant orally agreed that (1) so long as plaintiff remained an exclusive dealer for defendant, plaintiff would continue to be a recognized dealer of defendant’s homes, and (2) this dealership arrangement would “continue indefinitely.” In 2020, the parties signed a VIP agreement covering the period of March 29, 2020 to April 3, 2021 (hereafter, the 20-21 agreement). No follow-up VIP agreement was signed, and in a letter dated April 30, 2021 (ostensibly, 27 days after the 20-21 agreement expired), defendant unilaterally ended plaintiff’s status as a recognized dealer “effective immediately.” Defendant also said in the letter that it would “honor and build out any retail sold orders that” were “signed off prior to … April 29, 2021,” and “[p]er 2 the terms of” the parties’ “DVD[1] agreement,” homes had to be picked up from defendant’s factory within five days of completion. In October 2021, plaintiff filed a lawsuit against defendant asserting four causes of action, including breach of oral contract and negligent misrepresentation. Some weeks later, defendant sent a rebate check to plaintiff for roughly $56,000 in connection with the 20-21 agreement, but then canceled the check before plaintiff deposited it. In February 2022, plaintiff filed a first amended complaint (the operative complaint in this matter) that included a fifth cause of action: breach of written contract. Plaintiff claimed defendant “breached the written VIP contract in bad faith by putting a stop payment” on the $56,000 rebate check. Among the general allegations in the operative complaint, plaintiff asserted: (1) both parties understood that the terms of the “exclusive dealer oral agreement included special pricing, commitments on numbers of homes to be delivered, priority build times” and “volume rebates” for plaintiff; (2) as “part of the oral agreement,” defendant “continuously advised” plaintiff that defendant was “committed to [plaintiff] being an exclusive retailer,” and “discouraged [plaintiff] from bringing on additional brands of manufactured homes to sell, offering inducements to continue exclusively” for defendant; (3) the parties “agreed to be bound by this oral agreement, as evidenced by the fact that the parties complied with these terms of the exclusive dealer agreement for 16 years”; and (4) in April 2021, defendant “abruptly terminated the oral contractual agreement” with plaintiff in retaliation for plaintiff’s complaints of delays and lack of service; refused to deliver manufactured homes that plaintiff had already contracted for; and refused to accept new contracts that plaintiff had already entered into with its customers.

1 The VIP was also sometimes referred to as “DVD.”

3 Regarding breach of oral contract, plaintiff alleged the parties’ “oral exclusive dealer contract” included an agreement that “as long as” plaintiff “fulfilled its commitments and obligations,” the contract would “continue indefinitely” (hereinafter, indefinite continuation). As for breach of written contract, plaintiff alleged the 20-21 agreement included monetary incentives for plaintiff to sell “a requisite number of [d]efendant’s homes,” and defendant breached the 20-21 agreement by putting a “stop payment” on the rebate check. In connection with the cause of action for promissory estoppel, plaintiff alleged defendant made a “clear promise” that plaintiff would “continue to be a dealer for” defendant “so long as” plaintiff “continued to be an exclusive dealer for” defendant “and continued to meet its obligations and commitments.” As for negligent misrepresentation, plaintiff alleged defendant’s officers and managers “continuously represented” to plaintiff’s officers and managers that plaintiff’s “exclusive dealer contract would continue as long as” plaintiff met its commitments and obligations. Regarding intentional misrepresentation, plaintiff alleged defendant’s officers and managers represented that (1) plaintiff “would be a recognized dealer” for defendant “as long as” plaintiff met its commitments and obligations and (2) incentive payments would be made as “volume incentives pursuant to” the 20-21 agreement. I Summary Adjudications During his July 2023 deposition, plaintiff’s president, Christopher Harris, had the following exchange with defendant’s counsel on the topic of the parties’ “exclusivity” arrangement: Question: “Do you recall any specific terms regarding Answer: “Not— Question: “Being exclusive? Answer: “—specific—not specific terms. Not—no.”

4 The following exchange occurred on the topic of defendant’s alleged misrepresentations to plaintiff: Question: “What misrepresentations do you believe [defendant] made to [plaintiff]? If any. Answer: “Misrepresentations. I don’t believe they—that I’m aware if they made any misrepresentations.” In December 2023, defendant moved for summary judgment or in the alternative summary adjudication, arguing that plaintiff’s causes of action for breach of oral contract, promissory estoppel, negligent misrepresentation, and intentional misrepresentation failed in light of the above exchanges, which confirmed that defendant (1) never promised to keep plaintiff as a recognized dealer as long as plaintiff sold defendant’s homes exclusively and (2) never made any misrepresentations along those lines. In opposing defendant’s motion, plaintiff argued that the above exchanges were “misleading … incomplete snippet[s] of testimony,” and cited, inter alia, (1) other portions of Harris’s deposition testimony, which ostensibly demonstrated that he “had many conversations with multiple people about ‘exclusivity,’ ” and (2) Harris’s August 2024 declaration, wherein he asserted that “the agreement between” plaintiff and defendant “was that [plaintiff] would be maintained and supported as a dealer as long as [plaintiff] ‘exclusively’ sold [defendant’s] products.” In September 2024, the trial court granted defendant’s motion for summary adjudication on four of the five causes of action in the operative complaint. The cause of action for breach of written contract survived. Regarding the breach of oral contract cause of action, the trial court reasoned defendant produced evidence showing there was no mutual assent between the parties on indefinite continuation, and plaintiff failed to raise a triable issue of material fact on that question. Citing a case for the proposition that a declaration which simply contradicts a prior discovery admission is not normally acceptable as evidence that creates a triable 5 issue of material fact, the trial court disregarded the statement in Harris’s declaration that there was an indefinite continuation agreement. The trial court reasoned the declaration was not supported by any of plaintiff’s other evidence and therefore was “nothing more than a self-serving, conclusory statement” in light of Harris’s deposition testimony, wherein he “never once” suggested there was an indefinite continuation agreement despite being asked about exclusivity. As for promissory estoppel, the trial court reasoned defendant produced evidence showing there was no clear and unambiguous promise by defendant to plaintiff regarding indefinite continuation, and plaintiff failed to raise a triable issue of material fact on that question. Regarding the misrepresentation causes of action, the trial court reasoned defendant produced evidence showing defendant did not make any representations to plaintiff that it knew were false or had reason to believe were false, and plaintiff failed to raise a triable issue of material fact on that question. II Denial of Leave to Amend In November 2024, plaintiff filed a motion for leave to file a second amended complaint to “clarify and specify the written contracts” defendant breached, “as well as specify the damages” for those breaches. Plaintiff asserted amendment was timely because “it reflect[ed] damages clarified through discovery.”2 In opposition, defendant declared there had been no discovery in the case since May 2024, and argued, inter alia, that plaintiff “unreasonably delayed … seeking amendment” as a “dilatory tactic.” Defendant also argued that while the operative complaint alleged the breach of a single 2 Plaintiff maintained that “[a]s a result of … extensive discovery,” it was “able to determine the number of sales contracts” that the parties had, and which defendant “unilaterally cancelled.”

6 contract and damages of roughly $56,000, the proposed amendments alleged the “breach of an additional 20 unspecified contracts with alleged damages exceeding $1.2 million.” The trial court denied plaintiff’s motion, ruling that the interests of justice would not be served by permitting the requested amendment “6 weeks before trial on a case that [was] over 3 years old.” The trial court also reasoned that the November 2024 request to amend “appear[ed] to be a type of sandbagging at the 11th hour before trial,” because no discovery had been exchanged since May 2024.3 III In Limine Rulings In late January 2025, with trial scheduled to begin at the end of the month, both parties filed in limine motions. Plaintiff sought to exclude documents and discovery responses that defendant provided for the first time that month. Defendant sought to exclude any argument or evidence unrelated to defendant’s alleged breach of the 20-21 agreement by putting a “stop payment” on the rebate check that it sent to plaintiff. In oral argument opposing defendant’s in limine motion, plaintiff’s counsel asserted that the operative complaint “set forth that [plaintiff] [was] seeking damages for the written agreements to build homes that had already been signed and entered into by the parties” before defendant’s April 30, 2021 letter; not just damages for defendant’s “stop payment” of the 20-21 agreement rebate check. The trial court granted defendant’s in limine motion, reasoning that the breach of written contract cause of action was “specifically and clearly directed at a $56,366.67 breach of the written VIP contract for … the fiscal year of 2021,” because the operative 3 The trial court also observed that the requested amendment followed its ruling granting summary adjudication to defendant on other causes of action and determined that defendant would have been “prejudiced by permitting new theories of the case at this late date,” in part because there would be insufficient time “to challenge the new … pleading” and “engage in the discovery required to meet the new theories.”

7 complaint’s general allegations concerned plaintiff’s cause of action for breach of oral contract, on which the trial court had already granted summary adjudication. And the trial court denied plaintiff’s in limine motion after expressing concerns that it could be reversible error to preclude defendant from presenting germane evidence.4 “Given the Court’s rulings,” plaintiff’s counsel waived a jury trial and observed that the case could take as little as one day. Trial was scheduled to begin on January 30, 2025. IV Parties’ Stipulation and Judgment The day before trial, the parties filed with the court a document captioned “STIPULATION REGARDING DAMAGES FOR TRIAL.” Paragraph 5 of the stipulation states: “Notwithstanding the disagreement between Plaintiff and Defendant, Defendant stipulates to damages in the total amount of $17,684.35 for rebates earned under” the 20-21 agreement “on homes and products invoiced and shipped by Defendant to Plaintiff between March 29, 2020 and April 3, 2021.” Plaintiff further agreed (in paragraph 6) not to claim any additional damages for alleged rebate payments earned and/or owed to plaintiff under the 20-21 agreement for homes and products invoiced and shipped to plaintiff between March 29, 2020 and April 3, 2021. And the parties further agreed (in paragraph 7) that the stipulation did “not affect and shall not prevent (1) Plaintiff from making the argument it intends to raise at trial that Plaintiff is entitled to rebate payments for homes and products that were or should have been invoiced and shipped by Defendant after April 3, 2021, or (2) Defendant’s ability” (a) to oppose plaintiff’s arguments and/or (b) to argue that the 20-21 agreement “does not extend 4 The trial court granted plaintiff’s separate motion in limine to exclude from trial any evidence regarding the reasons why defendant ended the parties’ business relationship (unless plaintiff “put[] the issue before the jury”).

8 beyond April 3, 2021, that it does not apply to homes and products invoiced and shipped after April 3, 2021, and that there are no issues remaining to be tried as a result of this stipulation.” (Italics added.) When the parties appeared in court the next day, plaintiff’s counsel argued that over the years of the parties’ business relationship, VIP agreements like the 20-21 agreement “just automatically rolled over to the next … twelve-month period.” Defense counsel argued “there was never a new” VIP agreement, and because the parties’ stipulation resolved the sole claim under the cause of action for breach of written contract, there was “nothing left to try” in the case. Plaintiff’s counsel retorted that even though the 20-21 agreement stated that it expired on April 3, 2021, “[y]ou can extend it by oral agreement … you can extend it in writing, and you can extend it by conduct. And that’s what we have here … by an admission by [defendant’s] general manager.” The trial court ruled there was “nothing left” for it to try because the stipulation resolved the breach of written contract cause of action. The trial court explained that plaintiff was “attempt[ing] to seek other money under the VIP agreement outside th[e] narrow time period” contemplated by the 20-21 agreement, and “[n]one of that is in the pleadings.” Thus, the trial court observed, if it were to allow plaintiff “to proceed as they are requesting,” the trial court “would be ignoring” its prior rulings granting defendant’s motion in limine, denying plaintiff’s motion for leave to amend, and granting defendant’s motion for summary adjudication. Accordingly, the trial court entered judgment for plaintiffs in the amount of $17,684.35. Plaintiff filed a timely notice of appeal.

9 DISCUSSION5 I Summary Adjudications “A motion for summary judgment must be granted if the submitted papers show there is no triable issue as to any material fact and that the moving party is entitled to judgment as a matter of law. (Code Civ. Proc., § 437c, subd. (c).) The moving party initially bears the burden of making a ‘prima facie showing of the nonexistence of any genuine issue of material fact.’ (Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 845.) ‘A prima facie showing is one that is sufficient to support the position of the party in question.’ (Id. at p. 851.) As applicable here, a defendant moving for summary judgment can meet its burden of showing that a cause of action has no merit by showing that one or more elements of the cause of action cannot be established. (Code Civ. Proc., § 437c, subd. (p)(2).) Once the defendant has met its burden, the burden shifts to the 5 At the outset of our discussion we note that, throughout its briefing, plaintiff suggests the trial court’s rulings reflected bias against plaintiff. But plaintiff does not squarely present the issue to us as a discrete argument. “Failure to provide proper headings forfeits issues that may be discussed in the brief but are not clearly identified by a heading.” (Pizarro v. Reynoso (2017) 10 Cal.App.5th 172, 179; see Cal. Rules of Court, rule 8.204(a)(1)(B) [an appellant must “[s]tate each point under a separate heading or subheading summarizing the point”].) If plaintiff had squarely presented the issue to us, we would deem it forfeited on appeal, because it appears plaintiff did not raise the issue in the trial court. (See Code Civ. Proc., § 170.3, subd. (c)(1) [a party who believes a judge is required to disqualify himself or herself must file a disqualification motion in the trial court “at the earliest practicable opportunity after discovery of the facts constituting the ground for disqualification”]; People v. Farley (2009) 46 Cal.4th 1053, 1110 [“This essentially is a claim of judicial bias, which defendant forfeited by failing to assert it below”]; Moulton Niguel Water Dist. v. Colombo (2003) 111 Cal.App.4th 1210, 1218 [appellants “did not preserve their claim of judicial bias for review because they did not object to the alleged improprieties and never asked the judge to correct remarks made or recuse [her]self”].)

10 plaintiff to show that a triable issue of one or more material facts exists as to the cause of action. (Ibid.)” (Ortiz v. Dameron Hospital Assn. (2019) 37 Cal.App.5th 568, 576-577.) “We review de novo the record and the determination of the trial court. First, we identify the issues raised by the pleadings, since it is those allegations to which the motion must respond. Second, we determine whether the moving party’s showing has established facts negating the opponent’s claims and justifying a judgment in the moving party’s favor. When a summary judgment motion prima facie justifies a judgment, the final step is to determine whether the opposition demonstrates the existence of a triable, material issue of fact.” (Ortiz v. Dameron Hospital Assn., supra, 37 Cal.App.5th at p. 577.) We liberally construe the evidence in favor of the party opposing summary judgment and likewise resolve doubts concerning the evidence in favor of that party. (Wiener v. Southcoast Childcare Centers, Inc. (2004) 32 Cal.4th 1138, 1142.) Plaintiff contends the trial court erred in granting summary adjudication to defendant on four of the operative complaint’s five causes of action. We disagree. A. Breach of Oral Contract Plaintiff argues defendant failed to meet its initial burden when moving for summary adjudication on breach of oral contract, because (1) defendant relied on “mischaracterized snippets” of deposition testimony that did not accurately convey the entire record, (2) the testimony defendant relied on “reflected failures of Harris’ recollection rather than substantive admissions,” and (3) the testimony defendant relied on “did not bear on whether there was an agreement for exclusivity.” We are not persuaded. 1. “Mischaracterized Snippets” Plaintiff’s contention that the testimony defendant relied on did not accurately reflect the record is unavailing, because in moving for summary adjudication defendant only had to make a prima facie showing of the nonexistence of a triable issue of fact by producing evidence; defendant did not have the burden of persuasion at this initial stage.

11 (Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 850-851.) Harris’s deposition testimony that he did not recall any specific terms regarding the parties’ “exclusivity” arrangement (defendant’s undisputed material fact No. 4) supported defendant’s position that the parties’ oral contract did not include an indefinite continuation term. Defendant thereby satisfied its initial burden of production. “No more is called for.” (Id. at p. 851.) 2. Failures of Recollection Plaintiff did not argue in its opposition to the motion for summary adjudication that Harris’s deposition testimony reflected “failures of … recollection rather than substantive admissions.” Accordingly, the argument is forfeited on appeal and we decline to consider it. (DiCola v. White Brothers Performance Products, Inc. (2008) 158 Cal.App.4th 666, 676 (DiCola) [“we are not obliged to consider arguments or theories, including assertions as to deficiencies in defendants’ evidence, that were not advanced by plaintiffs in the trial court” in opposing defendant’s motion for summary judgment]; id. at p. 677 [“principles of forfeiture … prevent plaintiffs from making these arguments for the first time on appeal”].)6 3. Exclusivity It is undisputed that the parties had an “exclusivity” agreement. The issue is whether indefinite continuation was a term of that agreement. Thus, plaintiff’s argument 6 Contrary to plaintiff’s counsel’s assertion at oral argument, our review of the record does not reveal that in its papers opposing the motion for summary adjudication plaintiff argued that Harris’s deposition testimony reflected failures of recollection rather than substantive admissions. “The parties had the opportunity to brief forfeiture, a rule always implicated when a party raises in the reviewing court an argument that was insufficiently preserved in the trial court. (See People v. Alice (2007) 41 Cal.4th 668, 679 [‘The parties need only have been given an opportunity to brief the issue decided by the court, and the fact that a party does not address an issue, mode of analysis, or authority that is raised or fairly included within the issues raised does not implicate the protections of [Government Code] section 68081’].)” (Tindall v. County of Nevada (2025) 112 Cal.App.5th 78, 86, fn. 5.)

12 that defendant did not meet its initial burden when moving for summary adjudication because Harris’s testimony “did not bear on whether there was an agreement for exclusivity” is unavailing. 4. No Triable Issue Plaintiff contends it demonstrated “at least one triable issue of material fact regarding the oral contract and promissory estoppel causes of action.” We are not persuaded. As a threshold matter, it is important to clarify that the trial court may grant summary judgment if any element of the cause of action is negated by an undisputed fact. In such instances, the remaining facts are immaterial. (Knapp v. Doherty (2004) 123 Cal.App.4th 76, 84.) Thus, a plaintiff opposing a motion for summary judgment/adjudication cannot defeat the motion merely by showing a factual dispute on just a material fact; plaintiff must show a triable issue on the material fact(s) that defendant identifies as supportive of its motion. (Code Civ. Proc., § 437c, subd. (p)(2) [“A defendant … has met” its “burden of showing that a cause of action has no merit if the party has shown that one or more elements of the cause of action … cannot be established,” at which point “the burden shifts to the plaintiff … to show that a triable issue … exists”].) Plaintiff’s argument does not accurately reflect this principle. The pertinent question is whether the parties’ exclusivity arrangement included an indefinite continuation agreement. And, aside from the matter of Harris’s declaration (which we address below), most of plaintiff’s argument in support of its contention that it demonstrated “at least one triable issue of material fact regarding the oral contract and promissory estoppel causes of action” does not address that question.7 7 Five of the opening brief’s six subheadings within this argument address the existence of an exclusivity agreement between the parties. (See Cal. Rules of Court, 13 And without more, plaintiff’s assertion—both in its trial court papers and on appeal—that defendant’s characterizations of Harris’s deposition testimony were misleading and inaccurate does not establish a factual dispute that requires resolution by trial. (See Aguilar v. Atlantic Richfield Co., supra, 25 Cal.4th at p. 843 [a triable issue of material fact is an issue “requiring a trial as to any fact that is necessary under the pleadings”]; Bitner v. Department of Corrections & Rehabilitation (2023) 87 Cal.App.5th 1048, 1066-1068 & fn. 5 [affirming summary judgment for defendant who met its initial burden, because plaintiff did not present any evidence disputing the material facts set forth in defendant’s separate statement].) And that Harris had “many conversations with multiple people … about ‘exclusivity,’ ” as plaintiff responded in its opposition papers, does not contradict defendant’s evidence that Harris could not recall any specific terms of the exclusivity agreement.8 As for Harris’s declaration, which the trial court disregarded because it contradicted his deposition testimony that he did not recall any specific term of the parties’ exclusivity agreement, plaintiff contends the trial court made an “improper credibility determination” by misapplying the pertinent case law. We reject plaintiff’s contention because it is not tailored to the appropriate standard of review. A trial court’s judgment is ordinarily presumed to be correct, and it is the appellant’s burden to demonstrate, based on the appellate record and with meaningful legal analysis supported by citations to authority, that the trial court committed reversible error. (Jameson v. Desta (2018) 5 Cal.5th 594, 608-609; In re S.C. (2006) 138 Cal.App.4th 396, 408.) “When an appellant fails to apply the appropriate standard of review, the argument lacks rule 8.204(a)(1)(B) [an appellant must “[s]tate each point under a separate heading or subheading summarizing the point”].) 8 We do not consider plaintiff’s discussion of portions of Harris’s deposition that it did not cite in its papers opposing the motion for summary adjudication. (DiCola, supra, 158 Cal.App.4th at pp. 676-677.)

14 legal force. ‘Arguments should be tailored according to the applicable standard of appellate review.’ [Citation.] When they are not so tailored, the appellant fails to show error in the judgment.” (People v. Foss (2007) 155 Cal.App.4th 113, 126; see Ewald v. Nationstar Mortgage, LLC (2017) 13 Cal.App.5th 947, 948 [“counsel fails to articulate the standard of review on appeal, in and of itself a potentially fatal omission,” because “ ‘ “[a]rguments should be tailored according to the applicable standard of appellate review” ’ ”].) Abuse of discretion review applies to a trial court’s decision to disregard statements in a declaration that contradict prior deposition testimony. (Preach v. Monter Rainbow (1993) 12 Cal.App.4th 1441, 1451 [“In determining whether any triable issue of material fact exists, the trial court may, in its discretion, give great weight to admissions made in deposition and disregard contradictory and self-serving affidavits of the party” (italics added)].) But plaintiff does not acknowledge this standard of review in its briefing. In its opening brief, plaintiff contends the trial court “misapplied” the relevant doctrine.9 And even after defendant, in the respondent’s brief, cited authority for the proposition that we review the trial court’s determination to disregard statements in the Harris declaration for an abuse of discretion, plaintiff asserted imprecisely in its reply brief that the trial court “improperly applied” the relevant doctrine, resulting in “flawed findings.”10 9 See D’Amico v. Board of Medical Examiners (1974) 11 Cal.3d 1, 21-22 [“admissions against interest have a very high credibility value”; if “ ‘there is a clear and unequivocal admission by the plaintiff, himself, in his deposition,’ ” “ ‘there is no substantial evidence of the existence of a triable issue of fact’ ” (italics omitted)]. 10 Plaintiff’s argument that the trial court’s reasoning was flawed rests, in part, on the notion that Harris’s deposition testimony reflected failures to recall, not admissions. But as noted above, this argument is forfeited on appeal because plaintiff did not raise it in the trial court. Further, “failure to recall does not logically contradict … evidence put 15 If we were to address the merits of this issue, we would conclude that the trial court did not abuse its discretion in disregarding Harris’s declaration statement that indefinite continuation was part of the parties’ exclusivity agreement. A self-serving declaration that contradicts the declarant’s sworn testimony is not sufficient to raise a triable issue to defeat summary judgment. (Trovato v. Beckman Coulter, Inc. (2011) 192 Cal.App.4th 319, 325.) And while it is theoretically possible that, more than a year after his deposition, Harris remembered that indefinite continuation was a term of the parties’ exclusivity agreement despite having forgotten that term during his deposition, it was not absurd or outside the bounds of reason for the trial court to conclude that, in context, Harris’s declaration self-servingly contradicted his sworn testimony. (See Jones v. Solgen Construction, LLC (2024) 99 Cal.App.5th 1178, 1203-1204 [the test for abuse of discretion is whether the trial court exceeded the bounds of reason or exercised its discretion in a patently absurd manner; a merely debatable ruling cannot be deemed an abuse of discretion].) 5. Other Theories of Liability Plaintiff contends defendant was not entitled to summary adjudication because other legal theories supporting the oral contract allegations are apparent from a review of the operative complaint and the record.11 The contention lacks merit, because the cases plaintiff invokes for support are inapposite. The cases concern defendants who either failed (1) to address a theory that a plaintiff clearly articulated in the trial court or (2) to move for summary adjudication and sought only summary judgment.

forth by defendants and is insufficient to demonstrate the existence of a triable issue of fact.” (Schmidt v. Citibank, N.A. (2018) 28 Cal.App.5th 1109, 1122.) 11 Plaintiff identifies “the ‘series of promises’ theory” (citing Tiffany Builders, LLC v. Delrahim (2023) 97 Cal.App.5th 536) and the notion that missing terms in a contract may be supplied by inferences and extrinsic evidence (citing Hennefer v. Butcher (1986) 182 Cal.App.3d 492).

16 In Pultz v. Holgerson (1986) 184 Cal.App.3d 1110, the plaintiff sued the defendant for injuries resulting from her fall on the sidewalk abutting the defendant’s property. Paragraph 5 of the complaint alleged the defendant breached a statutory duty to keep the sidewalk safe. Paragraph 7 alleged the defendant breached a common law duty to keep the sidewalk safe. (Id. at pp. 1112-1113.) The defendant’s successful motion for summary judgment only discussed the statutory theory of liability. The plaintiff pointed this out in her opposition to the motion, expressly invoking case law for support of the proposition that defendant breached a common law duty. (Id. at p. 1113; see id. at p 1116 [plaintiff “made clear in her opposition papers that this was the theory she was relying upon”].) The appellate court reversed the trial court’s grant of summary judgment, explaining, “[a] party is not entitled to a summary judgment if the undisputed material facts set forth are not dispositive of all the legal claims tendered by the pleadings. [Citations.] The complaint sufficiently alleges facts to support a theory of negligence” that the defendant’s motion for summary judgment did not address. (Id. at p. 1117, italics added.) Here, plaintiff does not demonstrate that it sufficiently alleged in the trial court the other legal theories it identifies in its opening brief. That those theories may be plausible based on the allegations is insufficient. In Twain Harte Associates, Ltd. v. County of Tuolumne (1990) 217 Cal.App.3d 71, 76-77, 80 and footnote 5, the appellate court reversed an order granting summary judgment to a defendant who did not move for summary adjudication of individual causes of action in the alternative. Likewise in Hedayati v. Interinsurance Exchange of the Automobile Club (2021) 67 Cal.App.5th 833, 836-837, 846. While a motion for summary judgment fails if it does not address all theories raised in plaintiff’s complaint (id. at p. 846), defendant here moved in the alternative for summary adjudication on the breach of oral contract cause of action.

17 Accordingly, the trial court properly ruled that plaintiff failed to demonstrate a triable issue of material fact on the question whether the parties’ exclusivity arrangement included an indefinite continuation agreement. Thus, the trial court correctly granted summary adjudication to defendant on plaintiff’s cause of action for breach of oral contract.12 B. Misrepresentation Causes of Action Plaintiff contends defendant failed to meet its initial burden on summary adjudication as to the misrepresentation causes of action for these three reasons: (1) Harris’s testimony that defendant relied on—“Misrepresentations. I don’t believe they—that I’m aware if they made any misrepresentations.”—was “not … an admission” because Harris was a “lay witness”; (2) there was insufficient context about who Harris was referring to when he said “they”; and (3) there was insufficient clarity about whether Harris’s lack of awareness was because defendant never made any misrepresentations or because of a failure of recall or a misunderstanding of the legal allegations in the operative complaint. These contentions are forfeited on appeal because plaintiff did not raise them in its opposition papers in the trial court. (DiCola, supra, 158 Cal.App.4th at pp. 676-677.) Plaintiff further contends it demonstrated questions of fact on the causes of action for misrepresentation. We are not persuaded. Plaintiff’s contention relies on the Harris declaration and the April 30, 2021 letter from defendant ending plaintiff’s status as a dealer. But, as we explained above, the trial court disregarded the statement in the Harris declaration that plaintiff invokes. And while plaintiff referenced the April 30, 2021 letter 12 Plaintiff contends summary adjudication on the promissory estoppel cause of action was improper for the same reasons that it was improper on the breach of oral contract cause of action. Accordingly, since we conclude summary adjudication was proper on the breach of oral contract cause of action, we conclude summary adjudication was proper on the promissory estoppel cause of action.

18 in its papers opposing summary adjudication on its misrepresentation cause of action, it did not do so in connection with these causes of action in the operative complaint. In the operative complaint, plaintiff alleged defendant’s officers and managers represented (1) regarding negligent misrepresentation, that plaintiff’s “exclusive dealer contract would continue as long as” plaintiff met its commitments and obligations and (2) regarding intentional misrepresentation, that (a) plaintiff “would be a recognized dealer” for defendant “as long as” plaintiff met its commitments and obligations and (b) incentive payments would be made as “volume incentives pursuant to” the 20-21 agreement. Thus, reliance on the April 30, 2021 letter as a basis for liability under a misrepresentation theory was a new issue that plaintiff could not raise for the first time in opposing summary judgment. (See Vulk v. State Farm General Ins. Co. (2021) 69 Cal.App.5th 243, 256 [“Since the operative complaint, construed broadly, does not allege any facts related to” a specific theory of liability, “this theory cannot serve as a basis to reverse the trial court’s grant of summary judgment”; if, after the defendant moved for summary judgment, the plaintiff “believed he had evidence to support such a theory, it was incumbent upon him to seek to amend the complaint at or prior to the hearing on the motion for summary judgment”].) Further, as the trial court observed, to the extent one of plaintiff’s theories of intentional misrepresentation was that defendant stopped payment on the $56,000 check in retribution for plaintiff’s lawsuit, the theory is inconsistent with the notion that, at the time it made the representation to plaintiff, defendant knew or had reason to believe it would not honor it. The lawsuit was filed after defendant made the alleged representation. (See Aton Center, Inc. v. United Healthcare Ins. Co. (2023) 93 Cal.App.5th 1214, 1245-1246 [the elements of intentional misrepresentation are (1) a misrepresentation, (2) knowledge of falsity, (3) intent to induce reliance, (4) actual and justifiable reliance, and (5) resulting damage; the elements of negligent misrepresentation are (1) the misrepresentation of a past or existing material fact, (2) without reasonable 19 ground for believing it to be true, (3) with intent to induce another’s reliance on the fact misrepresented, (4) justifiable reliance on the misrepresentation, and (5) resulting damage].) Accordingly, the trial court did not err in granting summary adjudication to defendant on plaintiff’s misrepresentation causes of action. Therefore, the trial court did not err in granting summary adjudication to defendant on all of plaintiff’s causes of action except for breach of written contract. II Denial of Leave to Amend Plaintiff contends the trial court abused its discretion by denying its request for leave to amend the operative complaint “to clarify and specify the written contracts it alleged [defendant] had breached.” As it did in its opposition to plaintiff’s request in the trial court, defendant contends in its respondent’s brief that Bidari v. Kelk (2023) 90 Cal.App.5th 1152 supports the proposition that the trial court had the discretion to deny plaintiff’s request to amend as a “dilatory” tactic. Like its reply brief in the trial court, plaintiff’s appellate briefs are silent about Bidari. We conclude that, under Bidari, the trial court did not abuse its discretion when it denied plaintiff leave to amend the operative complaint. Trial courts have the discretion to allow amendment of a pleading “ ‘in furtherance of justice, and on any terms as may be proper.’ ” (IIG Wireless, Inc. v. Yi (2018) 22 Cal.App.5th 630, 653.) The exercise of that discretion should not be disturbed on appeal absent a clear showing of abuse. (Ibid.) If the trial court’s ruling was correct under any theory of the law applicable to the case, we can affirm it on that ground, regardless of other grounds for the ruling. (D’Amico v. Board of Medical Examiners, supra, 11 Cal.3d at p. 19.) In Bidari, the appellate court observed that (1) leave to amend may be denied “ ‘if there is prejudice to the opposing party, such as delay in trial,’ ” and (2) “ ‘long 20 unexcused delay is sufficient to uphold a trial judge’s decision to deny the opportunity to amend pleadings.’ ” (Bidari v. Kelk, supra, 90 Cal.App.5th at p. 1173.) Given those principles, the court reasoned that because the plaintiffs who sought to amend their complaint in the trial court were “far from diligent[]” in pursuing the proposed amended causes of action and “offer[ed] no explanation for their delay,” the trial court did not abuse its discretion in denying leave to amend, as the effort “smack[ed] of gamesmanship.” (Id. at pp. 1173-1174.) The court “stress[ed] that [plaintiffs] [were] not seeking to assert new legal theories that they did not think to allege initially, but rather theories of which [they] ha[d] long been well aware.” (Id. at p. 1173, italics omitted.) Here, plaintiff explained to the trial court that it sought to amend its cause of action for breach of written contract so that it “reflect[ed] damages clarified through discovery.” Defendant argued in opposition that plaintiff “unreasonably delayed … seeking amendment” as a “dilatory tactic,” and asserted that while the operative complaint alleged the breach of a single contract and damages of roughly $56,000, the proposed amendments alleged the “breach of an additional 20 unspecified contracts with alleged damages exceeding $1.2 million.” One of the trial court’s grounds for denying leave to amend was that plaintiff’s November 2024 request “appear[ed] to be a type of sandbagging at the 11th hour before trial,” “[w]ith no discovery being exchanged since May 2024.” That reasoning, indicating a determination of purposeful delay in seeking amendment, is consistent with the “gamesmanship” discussion in Bidari. Defendant cited Bidari in its opposition below and in its respondent’s brief, but plaintiff does not discuss the case in its briefing. It is not our duty to make arguments for a party. (Allen v. City of Sacramento (2015) 234 Cal.App.4th 41, 52.) Accordingly, plaintiff has failed to demonstrate that the trial court abused its discretion in denying leave to amend. This conclusion makes it unnecessary for us to address the other grounds the trial court articulated when it denied leave to amend, including that the defense would have been prejudiced by permitting new theories of the case at that “late date,” and that the 21 defense would not have time to engage in the discovery “required to meet the new theories.” III In Limine Rulings Plaintiff contends the trial court abused its discretion in denying the in limine motion to exclude defendant’s late-produced evidence and in granting defendant’s in limine motion to exclude evidence unrelated to defendant’s alleged breach of the 20-21 agreement by putting a “stop payment” on the rebate check that it sent to plaintiff. We are not persuaded. Regarding the denial of plaintiff’s in limine motion, plaintiff has not carried its burden to show prejudice. (Rokeby-Johnson v. Aquatronics International, Inc. (1984) 159 Cal.App.3d 1076, 1085 [an appellant challenging an in limine ruling must show “an abuse of discretion on the part of the trial court which resulted in prejudice”]; Audish v. Macias (2024) 102 Cal.App.5th 740, 751 [appellant’s burden to establish prejudice by supplying the reviewing court with cogent argument supported by citation to the record and legal analysis].) Plaintiff contends it was prejudiced by defendant’s late disclosure, because it deprived plaintiff of “a meaningful opportunity to analyze the information or conduct follow-up discovery.” We reject this conclusory assertion that lacks any explanation regarding how a more favorable result might have been achieved in the absence of the challenged ruling. (See DiRaffael v. California Army National Guard (2019) 35 Cal.App.5th 692, 718 [appellant had to show a reasonable probability that in the absence of the purported error, a result more favorable to it would have been reached; “appellant makes general claims of prejudice … but never explains how those errors affected the outcome of his case”; those “conclusory assertions of prejudice are insufficient”].) As for the trial court’s ruling granting defendant’s motion in limine, plaintiff implicitly concedes that the merits of that ruling rise and fall with the merits of the trial 22 court’s ruling denying plaintiff leave to amend. Accordingly, since we have concluded the trial court did not abuse its discretion in denying leave to amend, we reject plaintiff’s challenge to this in limine ruling. IV The Stipulation Plaintiff contends the trial court improperly interpreted the parties’ stipulation, which was “never meant to dispose of” its remaining claim for breach of written contract. We are not persuaded. We agree with the parties that we review the trial court’s interpretation of their stipulation de novo. (Coral Farms, L.P. v. Mahony (2021) 63 Cal.App.5th 719, 726- 727.) The stipulation expressly contemplated that defendant could argue to the trial court that the stipulation (“to damages in the total amount of $17,684.35 for rebates earned under [the 20-21 agreement] on homes and products invoiced and shipped” by defendant to plaintiff “between March 29, 2020 and April 3, 2021”) left nothing to be tried. Paragraph 7 of the stipulation states it would “not affect and shall not prevent … Defendant’s ability” to argue that the 20-21 agreement “does not extend beyond April 3, 2021, that it does not apply to homes and products invoiced and shipped after April 3, 2021, and that there are no issues remaining to be tried as a result of this stipulation.” (Italics added.) Defendant made that argument and the trial court agreed with it. The trial court did not err in interpreting the stipulation. As for the merits of the trial court’s ruling that there was nothing left to try, the trial court reasoned this was so because the stipulation resolved the breach of written contract cause of action, and plaintiff was “attempt[ing] to seek other money under the VIP agreement outside th[e] narrow time period” contemplated by the 20-21 agreement, and “[n]one of that is in the pleadings.” We agree. By its own terms, the 20-21 agreement ended on April 3, 2021. The operative complaint’s theory of breach of written contract was that defendant violated the 20-21 23 agreement. There is no suggestion in the operative complaint that the 20-21 agreement somehow continued in effect after April 3, 2021. But in the hearing on the day before trial was to begin, plaintiff articulated a theory that defendant extended the 20-21 agreement (orally, in writing, or by conduct; it is unclear) and continued to be bound by it until the April 30, 2021 letter ended the parties’ business relationship. Plaintiff thereby sought to advance a new theory that was not pleaded in the operative complaint. This is akin to an effort to amend the pleadings to include new facts and theories on the first day of trial. The trial court was well within its discretion to refuse to allow this. (See Avedissian v. Manukian (1983) 141 Cal.App.3d 379, 382-384 [“we do not see any abuse of discretion in the trial court’s refusal to broaden the issues by permitting appellants’ pleadings to be amended so as to reflect” “new facts and new theories not previously included in the complaint”; “[t]o seek an amendment … on the first day of trial was not in our opinion an act of due diligence”].) DISPOSITION The judgment is affirmed. Defendant is entitled to recover its costs on appeal. (Cal. Rules of Court, rule 8.278(a)(1), (2).)

/s/ BOULWARE EURIE, J.

We concur:

/s/ RENNER, Acting P. J.

/s/ KRAUSE, J.