Sandler v. Sanchez

In Sandler v. Sanchez (2012) 206 Cal.App.4th 1431, Dresser, a real estate salesperson, president, and sole shareholder of a real estate brokerage corporation, solicited the plaintiffs to loan money to finance improvements to an apartment building. (Id. at p. 1435.) However, he failed to disclose, among other things, that the property did not have sufficient equity to provide collateral for the second deed of trust that secured the note. (Ibid.) Following foreclosure on the first deed of trust, the plaintiffs' note was unsecured. (Ibid.) The plaintiffs then brought an action for breach of fiduciary duty against Sanchez, the designated broker for the corporation, based on his failure to supervise Dresser. (Ibid.) There were no allegations that Sanchez participated in or was aware of the transaction. (Ibid.) Sandler held that the duty to supervise "is owed to the corporation, not to third parties. Accordingly, breach of section 10159.2, subdivision (a) is grounds for administrative discipline against the designated officer by the licensing entity and perhaps an action by the corporation for indemnification, but not an action by third parties." (Sandler, at p. 1434.)