Judge: Andrew E. Cooper, Case: 22CHCV00095, Date: 2024-03-08 Tentative Ruling

Counsel wishing to submit on a tentative ruling may inform the clerk or courtroom assisant in North Valley Department F51, 9425 Penfield Ave., Chatsworth, CA 91311, at (818) 407-2251.  Please be aware that unless all parties submit, the matter will still be called for hearing and may be argued by any appearing/non-submitting parties. If the matter is submitted on the court's tentative ruling by all parties, counsel for moving party shall give notice of ruling. This may be done by incorporating verbatim the court's tentative ruling. The tentative ruling may be extracted verbatim by copying and specially pasting, as unformatted text, from the Los Angeles Superior Court’s website, http://www.lasuperiorcourt.org. All hearings on law and motion and other calendar matters are generally NOT transcribed by a court reporter unless one is provided by the party(ies).

Case Number: 22CHCV00095    Hearing Date: March 8, 2024    Dept: F51

MOTION FOR SUMMARY JUDGMENT

Motion Filed: 11/7/23                                                                               JURY TRIAL: 7/15/24

MOVING PARTY: Defendants Steven Sheridan; and The Valley Club House of Los Angeles, California, Inc., a California non-profit corporation (collectively, “Defendants”)

RESPONDING PARTY: Plaintiff Edwin Tolmas, in pro per (“Plaintiff”)

NOTICE: OK 

RELIEF REQUESTED: An order granting summary judgment, or in the alternative, summary adjudication in favor of Defendants and against Plaintiff.

TENTATIVE RULING: The unopposed motion is granted.

Defendants are reminded that “in a summary judgment or summary adjudication motion, no opening or responding memorandum may exceed 20 pages.” (Cal. Rules of Ct., rule 3.1113(d).) Here, Defendants’ motion exceeds the California Rules of Court’s page limit by 20 pages. Failure to comply with these requirements in the future may result in papers being rejected, matters being placed off calendar, matters being continued so documents can be resubmitted in compliance with these requirements, documents not being considered and/or the imposition of sanctions.

BACKGROUND 

This action arises out of Plaintiff’s allegations that on 2/15/20, Defendants wrongfully terminated his membership in The Valley Club, a non-profit corporation that provides a hall for recovering alcoholics to hold meetings and socialize. (Compl. ¶ 8.) On 2/14/22, Plaintiff filed his complaint, alleging the following causes of action in the caption: (1) Wrongful Termination of Organization Membership; (2) Wrongful Termination of Corporation Board of Director Membership; (3) Intentional Infliction of Mental Distress; (4) Negligent Infliction of Mental and Emotional Distress; (5) Defamation of Character; (6) Reinstatement to Board of Directors; (7) Membership; and (8) Demand for Corporate Financial Accounting and Audit. The causes of action stated in the body of the complaint are as follows: (1) Breach of Contract; (2) Negligent Termination of Organization Membership; (3) Mental and Physical Distress; (4) Intentional Termination of Plaintiff Member of Board of Directors; (5) Reinstatement as Trustee to Board of Directors; and (6) Failure of Audit by Board of Directors. On 4/8/22, Defendants filed their joint answer. On 4/23/23, Plaintiff dismissed his third cause of action.

On 11/7/23, Defendants filed the instant motion for summary judgment. No opposition has been filed to date. On 2/27/24, Defendants filed a Notice of Plaintiff’s Non-Opposition to the instant motion.

ANALYSIS

The function of a motion for summary judgment or adjudication is to allow a determination as to whether an opposing party cannot show evidentiary support for a pleading or claim and to enable an order of summary dismissal without the need for trial. (Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 843.) Code of Civil Procedure section 437c, subdivision (c) “requires the trial judge to grant summary judgment if all the evidence submitted, and ‘all inferences reasonably deducible from the evidence’ and uncontradicted by other inferences or evidence, show that there is no triable issue as to any material fact and that the moving party is entitled to judgment as a matter of law.” (Adler v. Manor Healthcare Corp. (1992) 7 Cal.App.4th 1110, 1119.) “The function of the pleadings in a motion for summary judgment is to delimit the scope of the issues; the function of the affidavits or declarations is to disclose whether there is any triable issue of fact within the issues delimited by the pleadings.” (Juge v. County of Sacramento (1993) 12 Cal.App.4th 59, 65, citing FPI Development, Inc. v. Nakashima (1991) 231 Cal.App.3d 367, 381–382.) 

As to each claim as framed by the complaint, the defendant moving for summary judgment must satisfy the initial burden of proof by presenting facts to negate an essential element, or to establish a defense. (Code Civ. Proc., § 437c, subd. (p)(2); Scalf v. D. B. Log Homes, Inc. (2005) 128 Cal.App.4th 1510, 1519–1520.)  

Once the defendant has met that burden, the burden shifts to the plaintiff to show that a triable issue of one or more material facts exists as to that cause of action or a defense thereto. To establish a triable issue of material fact, the party opposing the motion must produce substantial responsive evidence. (Sangster v. Paetkau (1998) 68 Cal.App.4th 151, 163.) Courts “liberally construe the evidence in support of the party opposing summary judgment and resolve doubts concerning the evidence in favor of that party.” (Dore v. Arnold Worldwide, Inc.¿(2006) 39 Cal.4th 384, 389.) 

A.    Breach of Contract

Plaintiff’s first cause of action alleges a Breach of Contract. To state this cause of action, a plaintiff must be able to establish “(1) the existence of the contract, (2) plaintiff’s performance or excuse for nonperformance, (3) defendant’s breach, and (4) the resulting damages to the plaintiff.” (Oasis West Realty, LLC v. Goldman (2011) 51 Cal.4th 811, 821.) Here, Plaintiff alleges in his complaint that he was a dues-paying member of The Valley Club until Defendants “wrongful, improperly and intentionally and without legal cause or justification, terminated the plaintiff’s membership.” (Compl. ¶ 8.)

Defendants argue that Plaintiff cannot establish the existence of any contract entered into between the parties, nor Defendants’ breach thereof, or any resulting damages to Plaintiff. In support of their arguments, Defendants proffer Plaintiff’s interrogatory responses, wherein Plaintiff states that the agreement was oral in nature and involved a “dues for membership and attendance at the Valley Club” transaction, without any additional contractual terms. (UMF Nos. 3–5.) “A major hurdle in this case is the absence of any writing or witnesses to the contract formation referenced in the Complaint or in any of the versions of discovery responses from Plaintiff.” (MSJ 16:2–3.)

Defendants further argue that the termination of Plaintiff’s membership arose out of Plaintiff’s conduct in violating his fiduciary duty, as trustee to the Board of Directors, to safeguard the Club’s confidential financial information. (UMF No. 53.) Defendants therefore contend that their termination of Plaintiff’s membership was thus justified under the circumstances. Moreover, “even if Plaintiff had adequately described the terms and conditions of the purported agreement existing between the Valley Club and him, he suffered no monetary, social, or recovery injury, harm or damage from termination of the Valley Club membership and role as trustee.” (MSJ 20:13–16.)

Based on the foregoing, the Court finds that Defendants have met their initial burden to present facts to negate each of the necessary elements of a Breach of Contract cause of action. As Plaintiff has failed to oppose the instant motion, he has failed to offer any responsive evidence to show a triable issue of material fact as to this cause of action. Accordingly, the motion is granted as to Plaintiff’s first cause of action.

B.     Negligent Termination of Organization Membership

Plaintiff’s second cause of action alleges a Negligent Termination of Organization Membership. As Defendants observe, “Plaintiff has not offered any authority, legislative or judicial, creating or establishing a cause of action or claim for ‘negligent termination of membership in an organization,’ non-profit or otherwise.” (Id. at 31:25–28.) To state a claim for negligence, a plaintiff must allege the elements of (1) “the existence of a legal duty of care,” (2) “breach of that duty,” and (3) “proximate cause resulting in an injury.” (McIntyre v. Colonies-Pacific, LLC (2014) 228 Cal.App.4th 664, 671.)

Here, Defendants maintain that “termination of Plaintiff s Club membership and role as trustee was a justified exercise of management’s and the Board’s duties to the Valley Club,” and that “no improper act or misconduct was carried out by Defendants, the Valley Club, its management, or Board.” (MSJ 36:7–8, 36:12–13.) “Ending Plaintiffs [sic] Club membership and trustee role were … necessary and appropriate exercises of management’s and the Board’s duty and authority to protect and advance the goals and purpose of the Valley Club, for the benefit of the Club’s members.” (Id. at 33:15–18, citing Talega Maintenance Corp. v. Standard Pacific Corp. (2014) 225 Cal.App.4th 722, 732 (“… board decisions are not subject to review by administrative mandate and because, though meetings of the board of directors were authorized by statute, ‘the actual procedures are left to the private organizations.’”).)

Based on the foregoing, the Court finds that Defendants have met their initial burden to present facts to establish a defense to Plaintiff’s Negligent Termination of Organization Membership cause of action. Again, as Plaintiff has failed to oppose the instant motion, he has failed to offer any responsive evidence to show a triable issue of material fact as to this cause of action. Accordingly, the motion is granted as to Plaintiff’s second cause of action.

C.    Intentional Termination of Plaintiff Member of Board of Directors

Plaintiff’s fourth cause of action alleges Intentional Termination of Plaintiff Member of Board of Directors. Here, as a preliminary matter, Defendants contend that “while Plaintiff was a member of the Board of Directors for a brief period in 2015-2016, he resigned over disagreements with the other members of the Board.” (MSJ 37:28–38:1, citing Decl. of James R. White ¶ 3.)

Defendants further argue that “Club membership is contingent on being sober for 30 days, and Plaintiff admitted to his medical attendants in March 2020 that he regularly consumed alcohol. Also, to fill a role on the Board of Directors, the member must have been sober for at least 1 year. Plaintiff cannot satisfy either of those conditions.” (MSJ 40:12–16; UMF Nos. 73–75.) Defendants base this argument on Plaintiff’s medical records, produced in discovery, which cite to his regular alcohol consumption. (UMF Nos. 73–75.)

Based on the foregoing, the Court finds that Defendants have met their initial burden to present facts to establish a defense to Plaintiff’s Intentional Termination of Plaintiff Member of Board of Directors cause of action. Again, as Plaintiff has failed to oppose the instant motion, he has failed to offer any responsive evidence to show a triable issue of material fact as to this cause of action. Accordingly, the motion is granted as to Plaintiff’s fourth cause of action.

D.    Reinstatement as Trustee to Board of Directors

Plaintiff’s fifth cause of action seeks Reinstatement as Trustee to Board of Directors. As Defendants observe, this cause of action “does not state a claim or cause of action against Defendants,” as it is “a request for relief rather than a claim or cause of action.” (MSJ 41:18, 41:25–26.) The Court agrees, and again notes Plaintiff’s failure to oppose the instant motion. Accordingly, the motion is granted as to Plaintiff’s fifth cause of action.

E.     Failure of Audit by Board of Directors

Plaintiff’s sixth cause of action alleges Failure of Audit by Board of Directors. Here, Defendants argue that the Club’s bylaws do not require audits, and furthermore, that “Plaintiff has no standing to bring an action to compel an audit on behalf of the Valley Club and its members” because “Plaintiff is not and was not a managing officer.” (MSJ 42:27–28, 43:10.)

In support of their arguments, Defendants proffer a copy of the Club’s bylaws, as well as defendant Steven Sheridan’s sworn declaration attesting that “there has never been a motion passed to conduct an independent audit of the financial books and records.” (Ex. F to Sep. Stmt.; Decl. of Steven Sheridan ¶ 19.)

Based on the foregoing, the Court finds that Defendants have met their initial burden to present facts to establish a defense to Plaintiff’s Failure of Audit by Board of Directors cause of action. Again, as Plaintiff has failed to oppose the instant motion, he has failed to offer any responsive evidence to show a triable issue of material fact as to this cause of action. Accordingly, the motion is granted as to Plaintiff’s sixth cause of action.

Based on the foregoing, the Court finds that Defendants are entitled to summary judgment.

CONCLUSION 

The unopposed motion is granted. Defendant to file proposed judgement within 10 days.