Fremont Indemnity Co. v. Fremont General Corp

In Fremont Indemnity Co. v. Fremont General Corp. (2007) 148 Cal.App.4th 97, a case where the document in question was a contract, the court examined the application of a conversion action to intangible personal property. "We recognize that the common law of conversion, which developed initially as a remedy for the dispossession or other loss of chattel [citation], may be inappropriate for some modern intangible personal property, the unauthorized use of which can take many forms. In some circumstances, newer economic torts have developed that may better take into account the nature and uses of intangible property, the interests at stake, and the appropriate measure of damages. On the other hand, if the law of conversion can be adapted to particular types of intangible property and will not displace other, more suitable law, it may be appropriate to do so." (148 Cal.App.4th at p. 124) The Court stated: "The proper interpretation of a contract is disputable if the contract is susceptible of more than one reasonable interpretation, that is, if the contract is ambiguous. An ambiguity may appear on the face of a contract, or extrinsic evidence may reveal a latent ambiguity. A court determining whether a contract is ambiguous must first consider extrinsic evidence offered to prove the parties' mutual intention. If the court determines that the contract is reasonably susceptible of an interpretation supported by extrinsic evidence, the court must admit that evidence for purposes of interpreting the contract. A court cannot determine based on only the four corners of a document, without provisionally considering any extrinsic evidence offered by the parties, that the meaning of the document is clear and unambiguous. Instead, a court must provisionally consider extrinsic evidence offered by the parties in the manner we have stated. "For a court to take judicial notice of the meaning of a document submitted by a demurring party based on the document alone, without allowing the parties an opportunity to present extrinsic evidence of the meaning of the document, would be improper. A court ruling on a demurrer therefore cannot take judicial notice of the proper interpretation of a document submitted in support of the demurrer. In short, a court cannot by means of judicial notice convert a demurrer into an incomplete evidentiary hearing in which the demurring party can present documentary evidence and the opposing party is bound by what that evidence appears to show." (Id. at pp. 114-115.) In short, the trial court judicially noticed a letter that bore the same date as a document adverted to in the complaint. The Court of Appeal held that the letter should not have been judicially noticed because, at the demurrer stage, disputed factual issues may not be resolved. In Fremont Indemnity Co., the parties disputed the meaning of their contractual relationship and the enforceability of the contract. (Id. at pp. 115-117.) Thus although the existence of the letter may have been judicially noticeable--its contents and the effect of the letter were not judicially noticeable. (Id. at p. 113)