Plaintiff, a wholesale used car dealer,

Plaintiff, a wholesale used car dealer, appealed an order from the Superior Court of Orange County (California), which denied its motion for attorney fees under Civ. Code, § 1717, after it prevailed in a suit against defendant finance companies alleging causes of action for declaratory relief, unfair business practices, breach of contract, fraud, money had and received, and conversion.

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The wholesale dealer sold vehicles to a retail dealer with the agreement that payment would be made when certificates of title were available to be transferred. The retail dealer sold the vehicles to consumers under form conditional sales contracts. The retail dealer then sold and assigned those contracts to the finance companies. The retail dealer went bankrupt before paying the wholesale dealer for the certificates of title. The trial court ruled that as between the wholesale dealer and the finance companies, the wholesale dealer was the legal owner of the title certificates and the finance companies were required to purchase the certificates of title from the wholesale dealer for transfer to the consumer buyers. The court held that the wholesale dealer, although it was the prevailing party and had pleaded a breach of contract cause of action, was not entitled to attorney fees by virtue of the reciprocity provision of § 1717, subd. (a), because it did not prevail in an action on the conditional sales contracts. The record did not support its contention that it was an intended beneficiary of the contracts. Thus, Code Civ. Proc., § 1021, required it to bear its own attorney fees.


The court affirmed the postjudgment order denying attorney fees.