Judge: Gregory Keosian, Case: 18STCV05076, Date: 2023-01-10 Tentative Ruling

Case Number: 18STCV05076    Hearing Date: January 10, 2023    Dept: 61

Plaintiffs Sina and Azadeh Mardanis’ Motion to Strike Portions of Defendant County of Los Angeles’s Complaint is DENIED. 30 days to answer.

I.      MOTION TO STRIKE

Any party, within the time allowed to respond to a pleading, may serve and file a notice of motion to strike the whole or any part thereof. (Code Civ. Proc., § 435(b)(1)). The notice of motion to strike a portion of a pleading shall quote in full the portions sought to be stricken except where the motion is to strike an entire paragraph, cause of action, count or defense. (California Rules of Court Rule 3.1322.)

The grounds for a motion to strike shall appear on the face of the challenged pleading or form any matter of which the court is required to take judicial notice. (Code Civ. Proc., § 437(a)). The court then may strike out any irrelevant, false, or improper matter inserted in any pleading and strike out all or any part of any pleading not drawn or filed in conformity with the laws of this state, a court rule, or an order of the court. (Code Civ. Proc., § 436.) When the defect which justifies striking a complaint is capable of cure, the court should allow leave to amend. (Perlman v. Municipal Court (1979) 99 Cal.App.3d 568, 575.)

Plaintiffs Sina and Azadeh Mardani move to strike portions of Defendant County of Los Angeles’s complaint in the consolidated action, LASC Case No. 19STCV35515, specifically those seeking an award of attorney fees from Plaintiffs under a settlement agreement executed between the parties in 2013 from a prior dispute over sewer overflows. Plaintiff argues that County’s complaint misstates the allegations of Plaintiff’s own complaint, and missates the settlement agreement, in an attempt to bring Plaintiffs’ claims within the ambit of that 2013 agreement’s hold-harmless provision. (Motion at pp. 10–12.)

The clause at issue appears in the section entitled “Installation of a Backwater Valve.” (County Complaint Exh. 1 at p. 4.) This section states that Plaintiffs agree to install and maintain “a backwater valve on their private sewer lateral line as a corrective action measure.” (Ibid.) The same section states that Plaintiffs “acknowledge their continuing legal responsibility for the maintenance and repair of the sewer lateral line(s), . . . and including any liability arising from the installation, modification, defect, or failure to maintain the sewer lateral line(s) or backwater valve.” (Ibid.) The next sentence gives the clause at issue:

To this end, Claimants [Plaintiffs] agree to hold Releasees [County] harmless from any and all claims and liabilities whether known or unknown, based on any events that may occur due to any design, installation or defect in the sewer lateral line or backwater valve that is installed and maintained on the private sewer lateral line, including any attorneys fees and costs incurred by Releasees in having to defend any claims for damage or suits at law.

County Complaint Exh. 1 at pp. 4–5.)

This motion thus raises a matter of contract interpretation based on the pleadings and exhibits attached thereto.

The proper interpretation of a contract is disputable if the contract is susceptible of more than one reasonable interpretation, that is, if the contract is ambiguous. An ambiguity may appear on the face of a contract, or extrinsic evidence may reveal a latent ambiguity. A court determining whether a contract is ambiguous must first consider extrinsic evidence offered to prove the parties' mutual intention. If the court determines that the contract is reasonably susceptible of an interpretation supported by extrinsic evidence, the court must admit that evidence for purposes of interpreting the contract. A court cannot determine based on only the four corners of a document, without provisionally considering any extrinsic evidence offered by the parties, that the meaning of the document is clear and unambiguous. Instead, a court must provisionally consider extrinsic evidence offered by the parties in the manner we have stated.

For a court to take judicial notice of the meaning of a document submitted by a demurring party based on the document alone, without allowing the parties an opportunity to present extrinsic evidence of the meaning of the document, would be improper. A court ruling on a demurrer therefore cannot take judicial notice of the proper interpretation of a document submitted in support of the demurrer. In short, a court cannot by means of judicial notice convert a demurrer into an incomplete evidentiary hearing in which the demurring party can present documentary evidence and the opposing party is bound by what that evidence appears to show.

(Fremont Indemnity Co. v. Fremont General Corp. (2007) 148 Cal.App.4th 97, 114–115, internal quotation marks and citations omitted.)

A more recent case has stated:

[W]here an ambiguous contract is the basis of an action, it is proper, if not essential, for a plaintiff to allege its own construction of the agreement. So long as the pleading does not place a clearly erroneous construction upon the provisions of the contract, in passing upon the sufficiency of the complaint, we must accept as correct plaintiff's allegations as to the meaning of the agreement. Where a complaint is based on a written contract which it sets out in full, a general demurrer to the complaint admits not only the contents of the instrument but also any pleaded meaning to which the instrument is reasonably susceptible.

(Schmier v. City of Berkeley (2022) 76 Cal.App.5th 549, 558, internal quotation marks and citations omitted.)

Plaintiffs’ arguments in support of their motion to strike are unpersuasive. They argue first that County’s complaint misattributes to Plaintiffs the contention that their property was damaged through their sewer lateral line — maintained by Plaintiffs — rather than the sewer main line, which is maintained by the County. (Motion at pp. 2–3.) But while it is true that Plaintiffs’ complaint does not attribute any damages to their lateral line, County’s own complaint does, and such allegations must be taken as true on this motion to strike. (County Complaint ¶ 18.) Plaintiffs’ characterization of their damages in their pleadings does not limit the application of the hold-harmless clause. That clause applies, not only for claims expressly based on the lateral sewer line, but for claims “based on any events that may occur” due to failures in the lateral line or backwater valve. The application of the clause thus depends less on the framing of Plaintiffs’ allegations than a determination of the “events” that actually caused their damages, which County claims was Plaintiffs’ lateral line and the failure to install a backwater valve. The truth or falsity of this allegation has yet to be determined.

Plaintiffs’ second argument as to County’s interpretation of the hold-harmless clause is also unpersuasive. Plaintiffs balk that the County interprets the clause to provide for compensation for claims arising from the valve that “was required to be installed,” rather than the valve that “is installed,” or actually put in place by Plaintiffs. (Motion at p. 12.) However, County’s construction must be upheld against a motion to strike so long as it is not “clearly erroneous.” (Schmier, supra, 76 Cal.app.5^th at p. 558.) The clause itself appears in the same paragraph that requires Plaintiff to install the backwater valve, and the later references to the valve in the same section may reasonably be read to support that same obligation. County’s proposed interpretation thus has the advantage of bolstering, rather than weakening, that same section’s requirement that Plaintiffs install a backwater valve — otherwise Plaintiffs might calculate that they would suffer less financial exposure by declining to install the valve altogether. Moreover, County’s interpretation gains plausible textual support from the first phrase of the hold-harmless clause — “To this end” — which refers specifically to Plaintiffs’ liability for “failure to maintain the . . . backwater valve.” (County Complaint Exh. 1 at p. 4.) This “failure” language embraces the potential for Plaintiffs’ liability by omission, and may be read to include the failure to install the valve that Plaintiffs were expressly required to maintain. County’s proposed interpretation thus cannot be dismissed at this juncture.[1]

The motion to strike is DENIED.