Western Security Bank v. Superior Court

In Western Security Bank v. Superior Court (1997) 15 Cal.4th 232, the Supreme Court explained that a statute's provision that it clarifies existing law is indicative of a legislative intent for the new law to apply to all existing causes of action. ( Western Security Bank v. Superior Court, supra, 15 Cal.4th at p. 244.) In that case, the issuer of a letter of credit sought declaratory relief against a bank that had loaned money to a partnership to purchase a shopping center. After the partnership defaulted on the loan, the partners gave the bank unconditional, irrevocable standby letters of credit. The partnership again defaulted, and the bank nonjudicially foreclosed on the property and attempted to draw on the letters of credit. ( Id. at pp. 238-240.) The Court of Appeal held that the presentment of a draft under a letter of credit under this situation violated the antideficiency law. ( Id. at p. 245.) The Supreme Court granted review. While the matter was pending, the Legislature passed urgency legislation, stating a letter of credit is not a form of suretyship obligation, excluding letters of credit from the antideficiency laws, and declaring letters of credit issued to avoid defaults on purchase money mortgages for owner-occupied real property containing one to four residential units unenforceable. ( Id. at pp. 241-242.) The Supreme Court transferred the case to the Court of Appeal to reconsider its ruling in light of the new legislation. The appellate court held that the amended statutes constituted a change in the law and that it did not apply retroactively to this situation. ( Id. at p. 242.) The Supreme Court again granted review and reversed. The question presented before the Supreme Court was whether the amendments applied to the case on appeal. The court found the amendments at issue constituted a clarification of the law, not a change in the law, therefore, it applied to all cases. ( Western Security Bank v. Superior Court, supra, 15 Cal.4th at p. 252.) In determining that the legislative action was a clarification, rather than a change, the court looked to the bill itself which stated that it was the intent of the Legislature to abrogate the Court of Appeal holding and "'to confirm the expectation of the parties to a contract that underlies a letter of credit, that the beneficiary will have available the value of the real estate collateral and the benefit of the letter of credit without regard to the order in which the beneficiary may resort to either.' (Stats. 1994, ch. 611, 5.)" ( Id. at p. 245.) In addition, the Legislature declared that the urgency statute was required "to confirm and clarify the law applicable to obligations which are secured by real property or an estate for years therein and which also are supported by a letter of credit ...." (Stats. 1994, ch. 611, 6.) The court noted that the Legislature had acted "promptly to correct a perceived problem with a judicial construction of a statute," and that the legislative intent for the provisions to apply to all existing loan transactions was plain. ( Western Security Bank v. Superior Court, supra, 15 Cal.4th at p. 246.) In addition, the Supreme Court explained the appellate court erred in finding the legislative amendments changed the existing law. After examining the law relating to the prohibition of deficiency judgments, the court held that the appellate court erred in extending the rules to this situation. ( Id. at pp. 246-250.) The rule derived by the appellate court went far beyond the holdings of the cases upon which it relied. Consequently, the court found that the appellate court had erred in finding the amendments changed the law. ( Id. at p. 252.)