Kemp

In this case involving claims of equitable contribution and subrogation, plaintiff Morgan Creek Residential appeals from a judgment of dismissal, following the sustaining of a demurrer without leave to amend, in favor of defendants Earl S. Kemp and Richard A. Haws. Plaintiff contends its complaint states a claim for equitable contribution from co-obligors and for subrogation under the California Uniform Commercial Code (undesignated section references are to the California Uniform Commercial Code) for monies paid by plaintiff pursuant to a letter of credit. As we shall explain, plaintiff is not entitled to contribution from the guarantors because the liabilities of an applicant of a letter of credit, on the one hand, and the guarantors, on the other, are not equal. We shall also conclude plaintiff is not entitled to subrogation under the California Uniform Commercial Code. We shall therefore affirm the judgment.

BACKGROUND

In the operative pleading—the “FIRST AMENDED COMPLAINT FOR UNJUST ENRICHMENT, MONEY PAID, EQUITABLE CONTRIBUTION FROM CO-OBLIGORS, AND SUBROGATION”—plaintiff alleged as follows:

Plaintiff is a land developer formerly entitling and developing real…