Judge: Christian R. Gullon, Case: 23PSCV00287, Date: 2024-06-12 Tentative Ruling

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Case Number: 23PSCV00287    Hearing Date: June 12, 2024    Dept: O

Tentative Ruling

Plaintiffs’ Application for Default Judgment is TBD: DENIED without prejudice, or, in the alternative, GRANTED upon dismissal of the individual defendant.

Background

This is a breach of contract case. Plaintiff Progressive Real Estate Partners L.P. alleges the following against Defendants Robert H Ko (“Ko”) and Celda Inc.: Plaintiff is a commercial real estate broker who entered into two separate written Exclusive Listing Agreements with Defendants that gave Plaintiff the exclusive right to negotiate leases on behalf of Defendants. Defendants agreed to pay Plaintiff a commission for its services for the procuring of a tenant at two listings at the rate of six percent (6%) for a lease term for years one through five, and four percent (4%) for years five through ten. Plaintiff has procured tenants, but Defendants have not paid Plaintiff the $85,647.27 commissions owed (not including interest, cost, and attorney fees).

On January 31, 2023, Plaintiff filed suit for:

On April 24, 2023, default was entered against Defendants.

On March 11, 2024, Plaintiff filed the instant default judgment application.

Discussion

The only defect the court finds is that Plaintiff seeks to hold the individual Defendant Ko personally liable as well.

It is well-established that directors, managers, and/or officers are not personally liable on contracts signed by them for and on behalf of the corporation unless they purport to bind themselves individually. (United States Liab. Ins. Co. v. Haidinger-Hayes, Inc. (1970) 1 Cal.3d 586, 595.)

Here, however, according to a review of the agreements, Ko is not designated as a guarantor but merely as the owner of Celda, Inc. (Complaint p. 12 of 18 of PDF; p. 18 of 18 of PDF.) Accordingly, as Ko signed the agreements in the scope of his employment for and on behalf of the corporation, and not as a contracting party (ibid), Ko cannot be personally liable on the contract.

Conclusion

Should Plaintiff dismiss Ko from the request for default judgment and should Plaintiff file an amended/revised JUD-100 form, the court will grant the request for entry of default judgment. Should Plaintiff not dismiss Ko, the application is denied without prejudice.