Judge: Gail Killefer, Case: 24STCV03498, Date: 2025-06-04 Tentative Ruling
Case Number: 24STCV03498 Hearing Date: June 4, 2025 Dept: 37
HEARING DATE: Wednesday, June 4, 2025
CASE NUMBER: 24STCV03498
CASE NAME: Sun Holdings Oakmont LLC v. Logan Alexandria Beitler, et al.
MOVING PARTY: Plaintiff Sun Holdings Oakmont
LLC
OPPOSING PARTY: None
TRIAL DATE: 15 July 2025
PROOF OF SERVICE: OK
PROCEEDING: Motion for Summary
Judgment/Summary Adjudication
OPPOSITION: None
REPLY: None
RECOMMENDATION: Plaintiff’s motion for summary
adjudication is denied.
Background
On
February 13, 2024, Sun Holdings Oakmont, LLC (“Plaintiff”), filed a Complaint
against Logan Alexandria Beitler, as (i) an individual, (ii) Trustee of The
Beitler Family Living Trust Dated September 19, 2008 and (iii) Personal
Representative and Executor of the Estate of Barry Beitler aka Barry Alan
Beitler, Decedent (“Defendant” or “Logan”) for (1) Breach of Written Guaranty
and (2) Breach of Written Amendment to Guaranty.
On
April 12, 2024, Defendant Logan filed an Answer.
On
February 27, 2025, Plaintiff filed a motion for summary judgment, or summary
adjudication in the alternative, against the Defendant. Defendant Logan does
not oppose the Motion.
I. Legal Standard
The purpose of a motion for
summary judgment or summary adjudication “is to provide courts with a mechanism
to cut through the parties’ pleadings in order to determine whether, despite
their allegations, trial is in fact necessary to resolve their dispute.”¿ (Aguilar
v. Atl. Richfield Co. (2001) 25 Cal. 4th 826, 843 (Aguilar).) “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.) Summary
adjudication may be granted as to one or more causes of action within an
action, or one or more claims for damages. (CCP, § 437c(f).)¿¿¿¿¿¿
A plaintiff moving for summary
adjudication bears the burden of showing there is no defense to a cause of
action. (CCP, § 437c(a).) The burden can be met if the plaintiff “has proved
each element of the cause of action entitling the party to judgment on that
cause of action.” (CCP, § 437c, (p)(1); see also Aguilar, supra,
25 Cal.4th at p. 853.) If the plaintiff meets this burden, it is up to the
defendant “to show that a triable issue of one or more material facts exists as
to that cause of action or a defense thereto.” (CCP., § 437c(p)(1); see also S.B.C.C.,
Inc. v. St. Paul Fire & Marine Ins. Co. (2010) 186 Cal.App.4th
383, 388.)
Defeating summary judgment
requires only a single disputed material fact. (See CCP, § 437c(c) [a motion
for summary judgment “shall be granted if all the papers submitted show that
there is no triable issue as to any material fact and that the moving
party is entitled to a judgment as a matter of law”] [italics added].) Thus,
any disputed material fact means the court must deny the motion – the court has
no discretion to grant summary judgment. (Zavala v. Arce (1997) 58
Cal.App.4th 915, 925, fn. 8; Saldana v. Globe-Weis Systems Co. (1991)
233 Cal.App.3d 1505, 1511-1512.)¿¿¿¿¿¿
II. Request for Judicial Notice
The court may
take judicial notice of “official acts of the legislative, executive, and
judicial departments of the United States and of any state of the United
States,” “[r]ecords of (1) any court of this state or (2) any court of record
of the United States or of any state of the United States,” and “[f]acts and
propositions that are not reasonably subject to dispute and are capable of
immediate and accurate determination by resort to sources of reasonably
indisputable accuracy.” (Evid. Code § 452, subds. (c), (d), and (h).) “Taking
judicial notice of a document is not the same as accepting the truth of its
contents or accepting a particular interpretation of its meaning.” (Joslin v. H.A.S. Ins. Brokerage (1986) 184 Cal.App.3d 369, 374.)
Plaintiff requests judicial notice of the following:
1)
Exhibit A: A true and correct copy of the Petition for Probate filed by
Logan Beitler as Personal Representative and Executor of Barry Beitler's
Estate. See specifically p. ¶ 2(b), ¶ 3(g)(a), Attachment 3(f) Will of Barry
Alan Beitler ¶ Second.
2)
The fact that October 2, 2019,
was twenty-four months after October 2, 2017.
3)
The fact that February 28,
2023, was sixty-four months after October 2, 2017.
Plaintiff’s request for judicial notice is granted.
III. Discussion
A. Factual Summary
The Complaint alleges that on May 16, 2016, the Decedent, Barry
Alan Beitler (“Barry”), in his individual capacity entered a Guaranty (the
“Guaranty”) for the benefit of Plaintiff to unconditionally guarantee the full
and prompt payment of Sun Holdings' capital contribution to Oakmont of
Brentwood Park Partners LLC (“Oakmont”), a California limited liability
company. (Compl., ¶ 9, Ex. 1.) The Guaranty was executed contemporaneously with
Oakmont acquiring the real property located at 14 Oakmont Drive, Los Angeles,
California (the “Property”). (Id. ¶ 10.) Oakmont was managed by Barry
for the purpose of demolishing and building an exclusive high-end single-family
residence for immediate sale after completion of construction. (Ibid.)
Plaintiff is a member of Oakmont, and its total contribution to Oakmont for the
acquisition of the Property was $2,792,190.95 (the “Contribution”). (Ibid.)
Barry died on March 10, 2022, leaving Defendant Logan as the
Trustee and Beneficiary of the Beitler Trust, and the Personal Representative
and Executor of the Beitler Estate. (Compl., ¶ 12) Plaintiff alleges that
Section 10 of the Guaranty binds all heirs, executors, legal and personal
representatives, successors and assigns of the Guarantor, specifically stating
that the Guaranty “shall not be discharged in whole or in part by the death of
the Guarantor.” (Id., ¶ 11.) The Complaint alleges that even after Defendant
Logan, as Manager of Oakmont, sold the Property, he failed to pay Plaintiff’s
contribution. (Id. ¶¶ 14-18, Ex. 2-4.)
On March 29, 2023, Plaintiff and Defendant Logan executed an
Amendment to the Guaranty (the “Amendment”), naming herself and the Beitler
Trust as additional guarantors to the Guaranty. (Id. Compl., ¶ 20, Ex.
5.) “Section 2 of the Amendment reaffirmed Logan and the Beitler Trust's
obligations under the Guaranty, recognizing the Guaranty remained in full force
and effect.” (Ibid., Ex. 5.) Yet Plaintiff has not been paid.
Plaintiff now moves for summary judgment, or summary adjudication
in the alternative, against Defendant Logan in her capacities as an individual,
Trustee of the Beitler Trust, and Personal Representative of the Beitler
Estate. Plaintiff asserts that it is entitled to entitled to judgment as a
matter of law on its causes of action for Breach of Written Guaranty and Breach
of Written Amendment to Guaranty in the sum of $2,666,535 for its contribution
as well as 10% per annum or $730.56 from February 28, 2023 to the present date
as well as reasonable attorneys' fees.
Plaintiff’s motion is unopposed. “Where, as here, the motion for
summary judgment is unopposed, the moving party may still not be granted
summary judgment unless his papers clearly establish that there is no triable
issue of fact and he is entitled to judgment.” (Harman v. Mono General
Hospital (1982) 131 Cal.App.3d 607, 613; see also Hufft v. Horowitz
(1992) 4 Cal.App.4th 8, 13 [“Where, as in this case, no opposition is
presented, the moving party still has the burden of eliminating all triable
issues of fact.”].)
B. 1st and 2nd Causes
of Action for Breach of Guaranty and Breach of Amendment
The elements of a claim for breach of contract are: “(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.) In addition, the complaint must demonstrate damages proximately caused by
the breach. (St. Paul Ins. v. American Dynasty (2002) 101 Cal.App.4th
1038, 1060.)
The court finds that Plaintiff has shown that on May 16, 2017, the
Decedent Barry entered into a Guaranty for the benefit of Plaintiff. (Trout
Decl., ¶ 3, Ex. 1 [Guaranty at p. 1].) The Guaranty provides as follows:
guaranty
This
guaranty (the “Guaranty”) is
entered into as of May 16, 2016, by Barry Beitler (sometimes “Beitler”
or “Guarantor”), for the benefit of SUN HOLDINGS OAKMONT LLC, a Delaware
limited liability company (“Sun Holdings”) . . .
R E C I T A L S
a. sun
Holdings and Oakmont Global Capital LLC, a California limited liability company
(“Global”) are joint venture partners in that certain entity named
Oakmont Of Brentwood Park Partners, LLC, a California limited liability company
(“Company”). Company . . .
[
. . .]
C. For purposes of this Guaranty, the term “Contribution”
shall mean the actual amount of money or other property contributed by Sun
Holdings to Company as capital in Sun Holdings' capacity as a Member.
D. Beitler is the “Manager” of Company and Global.
Beitler is a member of Leeping Lounge Lizards, LLC, which is a member of
Global. Beitler will derive material
financial benefit 'from Sun Capitals Contribution to Company.
E. Contemporaneous herewith, Company is acquiring that certain
real property commonly known as 14 Oakmont Drive, Los Angeles, California (the
“Property”'). The purpose of Company shall be to acquire the Property, to raze
and demolish existing structures and improvements on the Property, and build an
exclusive high-end single family residence on the Property for immediate sale
after completion (the “Project”).
F. Beitler and Sun Holdings have determined to enter into
this Guaranty. The execution and
delivery of this Guaranty by the Guarantor is a condition precedent to by Sun
Holdings Contribution to Company as required by the Operating Agreement.
A G R E E M E N T S
NOW, THEREFORE, Intending to be legally bound, Guarantor, in
consideration of the matters described in the foregoing Recitals, which
Recitals are incorporated herein and made a part hereof, and for other good and
valuable consideration the receipt and sufficiency of which are acknowledged,
hereby covenants and agrees for the benefit of Sun Holdings as follows:
1. Guarantor
absolutely, unconditionally and irrevocably guarantees:
(a) the full and
prompt payment of Sun Holdings’ Contribution when due as set forth below, which
shall be characterized as a “Event of Default” . . .
2. An “Event of
Default” shall mean the occurrence of any of the following: . . . (ii)
twenty-four (24) months after the commencement of construction of the Property,
which shall truce place within sixty (60) days of Company establishing its
construction financing . . . In the Event of Default by Guarantor of the
payment of the Indebtedness, after the expiration of any applicable cure or
grace period, Guarantor agrees, on written notice by Sun Holdings as herein
provided, Guarantor shall pay the Indebtedness. . .
[ . . . ]
6. If: (a) this
Guaranty is placed in the hands of an attorney for collection or is collected
through any legal proceeding; (b) an attorney is retained to represent Sun
Holdings in any bankruptcy, reorganization, receivership, or other proceedings
affecting creditors' rights and involving a claim under this Guaranty; or (c)
an attorney is retained to represent Sun Holdings in any proceedings whatsoever
in connection with this Guaranty and Sun Holdings prevails in any such
proceedings, then Guarantor shall pay to Sun Holdings upon demand all
reasonable attorney's fees. costs and expenses incurred in connection therewith
(all of which are referred to herein as “Enforcement Costs”).
[ . . . ]
10. This Guaranty shall
be binding upon the heirs, executors, legal and personal representatives,
successors and assigns the Guarantor and shall not be discharged in whole or in
part by the death of the Guarantor.
(Trout Decl., ¶ 3, Ex. 1 [Guaranty].)
Plaintiff presents evidence that the Property was purchased on May
18, 2016, construction began on October 2, 2017, and by October 2, 2019, the
Property had been under construction for twenty-four months, triggering the
Decedent’s obligation to contribute the Notice of Default provision in Section
2 of the Guaranty. (Trout Decl., ¶ 5, Ex. 1, 3, 4, 5.)
By February 28, 2023, 64 months had passed, and Plaintiff’s legal
representative issued a Notice of Default to Decedent Barry. (Id. ¶ 6;
Faber Decl., ¶¶ 3, 5, Ex. 1.) Upon learning of the Decedent’s death, Plaintiff
reached out to the Decedent’s estate on March 2, 2023, but received no response
regarding its creditor claim. (Trout Decl., ¶ 7.) In March 2023, the Property
was sold to a third-party buyer for a total purchase price of $16,150,000 with
a down payment of $3,200,000. (Id., ¶ 8, Ex. 6.) Plaintiff received no
payment. (Ibid.)
On March 29, 2023, Plaintiff and Defendant Logan, in both her
individual capacity and as Trustee of the Beitler Trust, executed an Amendment
to Guaranty (the “Amendment”), naming both Logan and the Beitler Trust as
additional guarantors to the Guaranty, reaffirming that original Guaranty
remained valid and their obligations under the Guaranty. (Trout, Decl., ¶ 9,
Ex. 7.) The Amendment states in relevant part:
AMENDMENT TO GUARANTY
This Amendment to Guaranty, dated as
of the 29h [sic] day of March, 2023 for reference purposes only
(“Amendment to Guaranty”), is made between SUN HOLDINGS OAKMONT LLC, a Delawar
limited liability company (“Sun Holdings”), Logan Beitler (“Beitler”), an
individual, and Logan Beitler, Trustee of the Beitler Family Living Trust dated
September 19, 2008 (“BELT”) with respect to the following:
R E C I T A L S
[ . . . ]
C. On May 16, 2016,
BARRY BEITLER entered into a Guaranty (“Guaranty”) for the benefit of Sun
Holdings to guaranty the full and prompt payment of the actual amount of money
or other property contributed by Sun Holdings to Company as capital in Sun
Holdings' capacity as a Member and the full and prompt payment of any
Enforcement Costs incurred in obtaining the guaranteed payments. A true and
correct copy of the Guaranty is attached hereto as Exhibit “l” and
incorporated by this reference as though fully set forth herein.
[
. . . ]
F. BARRY BEITLER
passed away on March 10, 2022. Beitler, BFLT and Sun Holdings have determined
to modify the Guaranty to add Beitler and BFLT as Guarantors.
1. Amendment to Agreement
Beitler and BFLT shall be deemed additional Guarantors under the
Guaranty.
2. Reaffirmation of Obligations
By executing this Amendment, the Guarantor, in their capacity as
guarantors under the Amendment to Guaranty, reaffirm their obligations under
the Guaranty, acknowledge and agree that the Guaranty remains in full force and
effect, and agree to perform their obligations under the Guaranty.
3.
Effect of Amendment
Except as specifically amended pursuant to the terms of this
Amendment, the terms and conditions of the Guaranty shall remain unmodified and
in full force and effect. In the event of any inconsistencies between the terms
of this Amendment and any terms of any of the Guaranty, the terms of this
Amendment shall govern and prevail.
4. Entire Agreement
This Amendment contains the entire agreement between the parties
relating to the subject matters contained herein. Any oral representations or
statements concerning the subject matters herein shall be of no force or
effect.
5. Ratification
Guarantors expressly ratify and confirm the Guaranty as modified
and amended by this Amendment to Guaranty.
(Trout Decl., ¶ 9, Ex. 7.)
Despite Defendant Logan signing the Amendment and confirming the
validity of the original Guaranty, Plaintiff has not received payment. (Trout
Decl., ¶ 10.) Having reviewed the evidence presented, the court rules as
follows on the Issues presented for adjudication by Plaintiff in its Separate
Statement:
ISSUE
1: Under the Plain Language of
the Guaranty, Barry Beitler was Required to Repay Sun Holdings’ Contribution
After Twenty-Four Months Passed and Sun Holdings Sent a Notice of Default.
The court finds that Plaintiff has shown that under Section 2 of
the Guaranty, the Decedent Barry was required to repay Plaintiff’s Contribution
after 24 months had passed and Plaintiff had sent the Notice of Default on February 28, 2023. (Trout Decl., ¶¶ 5, 6, Ex.
4, 5.)
ISSUE
2: The Defendant is Liable for
Barry Beitler’s Obligations Under the Guaranty.
The court finds that Plaintiff presented sufficient evidence to
show that Defendant Logan is liable for Decedent Barry’s obligations under the
Guaranty, under Section 10 of the Guaranty, and under the Amendment Defendant
Logan signed as an individual and as the Trustee of the Beitler Family Living
Trust dated September 10, 2008 (RJN Ex. A; Trout Decl., Ex. 1, 7; Faber Decl.,
Ex. 2.)
ISSUE
3: The Defendant Breached the
Guaranty By Failing to Repay Sun Holdings for the Contribution.
The court finds that Plaintiff has shown that it has not received
any payment from Defendant Logan despite the Notice of Default sent on February
28, 2023. (Trout Decl., ¶¶ 5, 7, Ex. 5.) Even after Defendant Logan executed
the Amendment, Plaintiff has not received any payment. (Id. ¶ 10.)
Issue
4: Sun Holdings Has Been
Damaged.
The court finds that Plaintiff has shown it has been damaged by
not being paid for its Contribution. Plaintiff’s Exhibit 2 shows that in 2016,
Plaintiff contributed $800,000 to Title: Fidelity National Title Company to
acquire the title of the Property, and made a $250,000.00 bank transfer to
Oakmont. (Trout Decl., ¶ 4, Ex. 2.) The bank statements show that Plaintiff
contributed a total of $1,528,769.40 in 2017, $42,805.80 in 2018, and $45,000
in 2019. (Ibid.) The total amount shown due is $2,666,575.20, but
Plaintiff’s demand for payment is for $2,666,535.
The court finds that Plaintiff has shown that Defendant Logan
breached the Guaranty and the Amendment by failing to pay Plaintiff for its
contributions, totaling $2,666,575.20. However, Undisputed Material Facts
(“UMF”) Nos. 27, 38, 52, and 54 state that the amount owed is $2,666,535, but
this fact is not established and remains disputed. “A plaintiff can obtain
summary adjudication of a cause of action only by proving ‘each element of the
cause of action entitling the party to judgment on that cause of action.’ As
damages are an element of a breach of contract cause of action [citation], a
plaintiff cannot obtain judgment on a breach of contract cause of action in an
amount of damages to be determined later.” (Paramount Petroleum Corp. v.
Superior Court (2014) 227 Cal.App.4th 226, 241.)
Triable issues of fact exist as to the amount of damages Plaintiff
is owed. Consequently, summary adjudication is denied as to the two causes of
action for breach of contract.
C. Plaintiff’s Request for Prejudgment
Interest and Attorney’s Fees
Plaintiff asserts
that it is entitled to prejudgment interest at 10% per annum under Civ. Code § 3289 since February 28, 2023, when Defendant
Logan received the Notice of Default. Plaintiff asserts it is entitled to
prejudgment interest under Civ. Code § 3287 because the damages are certain or
capable of being made certain pursuant to Civ. Code § 3287. Section 3287(a)
states in relevant part:
(a) A person who is entitled to recover
damages certain, or capable of being made certain by calculation, and the right
to recover which is vested in the person upon a particular day, is entitled
also to recover interest thereon from that day, except when the debtor is
prevented by law, or by the act of the creditor from paying the debt. This
section is applicable to recovery of damages and interest from any debtor . . .
Section 2 of the
Guaranty required the Plaintiff to send a written Notice of Default to the
Decedent regarding the indebtedness. (Trout Decl., Ex. 1.) A Notice of Default
was sent to Defendant Logan on February 28, 2023, but it did not specify the
amount owed. (Id. Ex. 5.) Similarly, the Amendment signed by Defendant
Logan also failed to state the specific amount owed. (Id. Ex. 8.)
“Even if there is an
express contract for the performance of services and the action is for a breach
thereof, if, because of defendant's prevention of performance, the amount due
cannot be computed by the contract terms, thereby rendering the damages uncertain
and incapable of being made certain by calculation at the time the cause of
action accrues, interest is not recoverable thereon as an element of damage
prior to judgment.” (Parker v. Maier Brewing Co. (1960) 180 Cal.App.2d
630, 634–635.) Plaintiff fails to show that the February 28, 2023 Notice of
Default stated the amount due such that Defendant Logan was not prevented from
tendering payment. Accordingly, the court does not find that the amount due was
certain or capable of being made certain on February 28, 2023, when the demand
for payment was made but no specific amount due was stated. (People v.
Southern Pacific Co. (1983) 139 Cal.App.3d 627, 641 [“The theory is that it
is unreasonable or unfair to expect a defendant to pay a debt before he is
aware of or able to compute its amount.”].)
Plaintiff also
presented evidence that on March 2, 2023, Plaintiff presented Defendant Logan
with a Creditor’s Claim seeking $2,666,535 in repayment. (Faber Decl., ¶¶ 3, 4,
Ex. 1.) Plaintiff’s Motion does not request prejudgment interest from this
date, nor is a calculation provided for interest accruing from the March 2,
2023, date. The court also calculated the amount due as $2,666,575.20 rather than $2,666,535.
(See Warren v. Kia Motors America, Inc. (2018) 30 Cal.App.5th 24, 44
[Section 3287 does not authorize prejudgment interest where there is
conflicting evidence].)
The court finds that
UMF No. 54 is disputed, as Plaintiff has failed to show that it is entitled to
prejudgment interest in the amount requested. Plaintiff has failed to show that
the amount owed by Defendant Logan was certain or capable of being made certain
at the time Defendant Logan was served with a demand for payment. Accordingly,
Plaintiff has failed to show it is entitled to prejudgment interest.
Lastly, the court
finds that Plaintiff has shown that under Section 6(c) of the Guaranty,
Plaintiff is entitled to attorney’s fees if it prevails on its breach of
contract claims. However, as summary adjudication on the breach of contract
claims was denied, Plaintiff has failed to show it is entitled to attorney’s
fees.
Plaintiff’s motion
for summary adjudication is denied
Conclusion
Plaintiff’s motion for summary
adjudication is denied.