Campbell

Leon E. Campbell, Richard K. Livett and Robert J. Hill (collectively Campbell) appeal a judgment for Scripps Bank entered after the trial court granted its motion for summary judgment on the basis Campbell is collaterally estopped from prosecuting the action. Campbell contends the action is not barred by collateral estoppel; Scripps Bank should be equitably estopped from asserting collateral estoppel; there exist triable issues of material fact; and the attorney fees award under Civil Code section 1717 was erroneous. As we shall explain, because we conclude Scripps Bank is not entitled to attorney fees under the general escrow instructions, we reverse the attorney fees award. Determining that Campbell’s remaining contentions are without merit, we affirm the judgment in all other respects.

Factual and Procedural Background

In 1989, Campbell agreed to sell certain unimproved real property in La Jolla to G. Milam Hall for $650,000. The parties contemplated Hall borrowing $450,000 from John M. Sachs to enable him to purchase the property and that Campbell would loan Hall the remainder of the purchase price. In order to induce other lenders to loan Hall funds to develop the…