(Super. Ct. No. S-CV-25102)
The opinion of the court was delivered by: Butz , J.
Golden Sierra Job Training Agency v. County of Sierra CA3
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 This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.
Plaintiff Golden Sierra Job Training Agency (Golden Sierra), a joint powers agency, appeals from a judgment of dismissal after a demurrer to its second amended complaint against former member agencies--Nevada County and Sierra County (collectively defendants)--was sustained without leave to amend. That complaint alleged that defendants breached a five-county joint powers agreement by refusing to contribute toward healthcare and retirement benefits for Golden Sierra's employees, obligations that were allegedly incurred prior to defendants' withdrawal from Golden Sierra.
On appeal, Golden Sierra contends that the demurrer should have been overruled because the joint powers agreement "contains ambiguity and ambiguity between contract terms is a question of fact that cannot be resolved by demurrer." We find no ambiguity in the language of the paragraph cited by Golden Sierra to support the lawsuit. Furthermore, we find Golden Sierra's construction of the cited paragraph to be patently unreasonable. Hence, we shall affirm the judgment.
FACTUAL AND PROCEDURAL BACKGROUND
On June 5, 2009, Golden Sierra, a joint powers agency (Gov. Code, § 6500 et seq.), filed the underlying lawsuit against Nevada and Sierra Counties for breach of contract and declaratory relief. The initial complaint alleged that defendants had breached the "First Amended and Restated Joint Exercise of Powers Agreement for Golden Sierra" "(Revised JPA: September 8, 2005)" (hereafter the agreement), entered into by all member agencies, by failing to contribute toward the healthcare and retirement benefits of Golden Sierra employees. It was averred that these financial obligations were incurred prior to the time that defendants withdrew from Golden Sierra and that the financial obligations extended beyond the date of withdrawal.
Defendants filed a demurrer to the initial complaint on the ground that it failed to state a cause of action. The trial court sustained the demurrer with leave to amend, noting that the initial complaint failed to allege what defendants' obligations were under the agreement. A first amended complaint was filed in October 2009, and a second demurrer was brought by defendants. Again the trial court sustained the demurrer with leave to amend.
Golden Sierra filed its second amended complaint in March 2010, the complaint at issue here, and defendants demurred again. This time the trial court sustained the demurrer without leave to amend, ruling that Golden Sierra could not state a cause of action for breach of the agreement. Golden Sierra appeals the judgment of dismissal.
Summary of the Second Amended Complaint
We derive our factual summary from the allegations of Golden Sierra's second amended complaint (hereafter complaint). (See Blank v. Kirwan (1985) 39 Cal.3d 311, 318 ["'We treat the demurrer as admitting all material facts properly pleaded, but not contentions, deductions, or conclusions of fact or law.'"]; White v. State of California (2001) 88 Cal.App.4th 298, 304 [on review of dismissal after sustaining of demurrer, we "assume the truth of all facts properly pled and the truth of facts that may be implied or inferred from these allegations"].)
Golden Sierra is a joint powers authority organized under section 6500 et seq. of the Government Code. It was formed in 1983 to develop public and private job training programs to meet community goals. At its formation, Golden Sierra's member counties included Alpine, El Dorado, Nevada, Placer and Sierra Counties. Each member county receives federal funding for job training under the Workforce Investment Act of 1998 (the WIA; 29 U.S.C. § 2801 et seq.), and those funds are the primary source of funding for Golden Sierra. If a county withdraws from Golden Sierra, federal funding for the agency is proportionately reduced.
In 1983, Golden Sierra, through its board of directors which included representatives of defendants, decided to hire and retain staff and to provide retirement, healthcare and other employee benefits. Such benefits vest after five years of continuous employment with Golden Sierra.
In September 2005, all member counties of Golden Sierra, including defendants, entered into the agreement for Golden Sierra.*fn1 The purpose of the agreement, as stated in section 2,*fn2 is to "create a public entity, separate and apart from the parties ...