Judge: Elaine W. Mandel, Case: 23SMCV04153, Date: 2025-04-25 Tentative Ruling

Case Number: 23SMCV04153    Hearing Date: April 25, 2025    Dept: P

Tentative Ruling

Douglas Emmett 1997 v. Manifest 3, Case no. 23SMCV04153

Hearing date April 25, 2025

Defendant Sheridan’s Motion for Summary Adjudication

Plaintiff Douglas Emmett 1887, LLC sues defendants Manifest 3, LLC and Sheridan for unpaid rent on a commercial lease. Plaintiff alleges defendant Manifest failed to pay in full from May 2020 to February 2022. Plaintiff also sues lease guarantor defendant Sheridan, who moves for summary adjudication on the breach of lease guaranty claim.

Plaintiff offers 10 objections to Sheridan’s declaration. Objections 1-9 OVERRULED, objection 10 SUSTAINED (mischaracterization, improper legal conclusion).

Plaintiff argues Sheridan’s separate statement fails to comply with CRC 3.1350(b) and 3.1350(d)(1) by failing to separately identify each cause of action. The court notes the objection but declines to strike the separate statement on that basis.

Plaintiff judicial notice of: (1) “Resolution of the Board of Supervisors of the County of Los Angeles Further Amending  and Restating the County of Los Angeles COVID-19 Tenant Protections Resolution,” dated 1/25/22; (2) “Revised Guidelines to Aid in the Implementation of the Los Angeles County COVID-19 Tenant Protections promulgated by the Los Angeles County, Department of Consumer and Business Affairs,” dated 6/10/22; (3) “Resolution of the Board of Supervisors of the County of Los Angeles Further Amending and Restating the County of Los Angeles COVID-19 Tenant Protections Resolution,” dated 1/24/23; (4) the complaint in this matter; (5) Executive Order N-28-20, executed by Governor of California Gavin Newsom 3/16/20; (6) Executive Order N-08-21, executed by Governor of California Gavin Newsom 6/11/21; and (7) “Resolution of the Board of Supervisors of the County of Los Angeles Further Amending and Restating the County of Los Angeles COVID-19 Tenant Protections Resolution,” dated 9/28/21.

Items 1-3 and 5-7 are subject to judicial notice pursuant to Cal. Evid. Code §§451(b), 452(b) and 452(c) as “public statutory law of this state,” “[r]egulations and legislative enactments issued by or under the authority of the United States or any public entity in the United States” and “[o]fficial acts of the legislative, executive, and judicial departments of the United States and of any state of the United States.” Item 4 is a court filing subject to judicial notice. Cal. Evid. Code §452(d). GRANTED.

The rules applicable to summary judgments apply to motions for summary adjudication. Blue Shield of California Life & Health Ins. Co. v. Superior Court (2011) 192 Cal.App.4th 727. The moving party bears the burden of persuasion that there is no triable issue of material fact and that it is entitled to judgment as a matter of law. Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 850. Once a moving party meets their burden, the burden shifts to respondents to show a triable issue of material fact. Id.

Defendant Manifest signed the operative commercial lease 5/31/11. SSMF 1. The lease was amended 2/1/16. Id. Sheridan signed the guaranty 2/1/16. SSMF 2-3. Manifest paid rent in full until May 2020, when the COVID-19 pandemic impacted its income. SSMF 4-5, 11. Manifest paid partial rent from May 2020 to February 2022. SSMF11. Manifest resumed paying rent in full in February 2022. SSMF 5. Defendants have not repaid portions of unpaid rent accrued May 2020 through February 2022. SSAMF 6.

A breach of guaranty occurs where “(1) there is a valid guaranty, (2) the borrower has defaulted, and (3) the guarantor failed to perform under the guaranty.” Gray1 CPB, LLC v. Kolokotronis (2011) 202 Cal.App.4th 480, 486.

Moving defendant guarantor Sheridan argues the County of Los Angeles enacted Resolution No. 5 on 1/25/22 which prohibited landlords “from enforcing a Personal Guarantee for rent incurred by the commercial Tenant during the Protected Time Period.” SSMF 6; RJN 1, VI.(D)(2). The protected time period was defined by the County as 3/4/20–1/31/22. SSMF 11. Sheridan argues the breach of guaranty claim arises exclusively from the partially unpaid rent accrued during the protected period, so plaintiff cannot enforce the guaranty.

The resolution expired 1/31/23. RJN 3. Plaintiff argues the County issued revised guidelines in 2022, which state: “The Protections are effective as of March 4, 2020 and shall continue… through December 31, 2022.” RJN 2. The guidelines further state: “Unpaid rent incurred during the Protections Period shall be repaid… During the applicable repayment period, a Landlord is prohibited from enforcing a Personal Guarantee for rent incurred by a commercial Tenant.” RJN 2, C(c). The applicable repayment period was defined as “until January 31, 2023.” RJN 2, C(a).

The language of the resolution as revised prevented plaintiff from enforcing the guarantee through 1/31/23. After that date, plaintiff was no longer barred from seeking unpaid rent or enforcing the guaranty. Plaintiff argues the County resolution was preempted by state law. See RJN 5-6. This argument is moot, as the resolution expired and is no longer applicable.

Sheridan argues Manifest made partial payments during the pandemic, satisfying its obligations (SSMF 11) but admits Manifest paid only partial rent from May 2020 until February 2022. SSMF 12. The terms of the lease required payment in full. RJN 4; Compl. exh. A. Manifest had until 1/31/23 to pay all unpaid obligations. RJN 2, C(a). Defendants have not repaid the full unpaid rent. Sheridan fails to carry her burden of proof that no triable issue of material fact exists as to defendant’s failure to pay back rent in full.

Sheridan argues even if there was a breach and the guaranty was enforceable, plaintiff breached the lease by failing to provide valet and cleaning services as required by the lease. SSMF 12. To pursue a cause of action for breach of contract, plaintiff must show performance. McKell v. Washington Mutual, Inc. (2006) 142 Cal.App.4th 1457, 1489. The burden shifts to plaintiff.

Plaintiff argues it performed under the lease, which required it to maintain and operate parking facilities. RJN 4; Compl. exh. A. Plaintiff asserts it provided building security, maintained parking availability, cleaned restrooms and landscaped. RJN 4; Compl. exh. H. A triable issue of fact exists as to whether plaintiff breached its obligations under the lease such that Sheridan’s guaranty is unenforceable.

Motion DENIED.