Gordon v. Pacific Component Xchange6/29/2004
Plaintiffs and cross-defendants (collectively appellants) Dana Gordon and California D & S Technologies (D & S) appeal from an order denying a motion for summary adjudication, and following a subsequent bench trial, a judgment against them. Appellants argue the trial court erroneously denied their motion for summary adjudication on the cross-complaint for conversion filed by Pacific Component Xchange (PCX), Gilles Aouizerat, and Alex Acebo (collectively respondents). Appellants further claim the trial court wrongfully entered judgment in respondents' favor following trial. We affirm in part, reverse in part, and remand this matter to the trial court.
I. FACTS
The record before us is somewhat unclear, but from what we can discern, prior to March 2000, Gordon owned 55 percent of a company called Xtrel Technologies (Xtrel) and Aouizerat owned 45 percent. Xtrel was apparently in the business of buying and selling computer components. As of March 29, 2000, Gordon and PCX entered into a contract to sell Gordon's ownership in Xtrel to PCX for $350,000, payable over a three-year term.
The contract further stated that as of April 3, 2000, Gordon would become a PCX employee, with a base salary of $7,000 and commissions of "15% of profit after shipping costs on all deals brought to PCX by Dana Gordon." The contract specified Gordon's working hours, vacation and sick days, stated he would be eligible for health benefits, and also noted, "His tax status is 1099."
In August 2001, PCX and Gordon and D & S entered into another contract, which stated it "voids any and all contract previously instated by both PCX, INC. and D & S Technology ." PCX contracted Gordon for "sales service," and agreed to pay D & S a monthly service fee of $7,000, plus commissions for sales generated.
Gordon's relationship with PCX apparently ended in October 2001. According to respondents, Gordon signed an acknowledgment stating he had been paid in full. Respondents claim that after Gordon left, they found problems with his accounts that resulted in lost business. Aouizerat also claims he discovered that Gordon had been stealing parts and converting them for his own use since they had begun doing business together as Xtrel in 1998.
In May 2002, appellants filed a second amended complaint, alleging breach of contract, wages due, waiting time penalties, wrongful termination, accounting, and negligence. Appellants alleged respondents failed to pay Gordon salary, commissions, and other compensation. Among other allegations, the complaint alleged respondents deducted commissions on returned items and failed to pay approximately $62,000 on the initial buyout contract. The complaint also alleged Labor Code violations and wrongful classification of Gordon as an independent contractor.
Respondents filed a cross-complaint against appellants. The only claim in the cross-complaint relevant to this appeal is the cause of action for conversion, which alleged that while working for PCX, Gordon converted property that PCX had purchased from Xtrel with a value of at least $100,000.
Gordon moved for summary adjudication of issues on several matters, including the conversion claim. Gordon claimed there was no evidence he had converted any PCX components, but the trial court found there was a triable issue of fact and denied the motion.
The case proceeded to trial. Prior to trial, the parties submitted a joint list of stipulated facts, which included: "[Gordon] became an employee of Defendants on March 29, 2000, and continued as an employee until at least January 19, 2001." After the bench trial, the trial court issued a l
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