Judge Holly J. Fujie, Case Number: 21STCV26854, Date: 2024-04-19 Tentative Ruling

MOVING PARTY: Plaintiff Showroom Interiors, LLC dba Vesta Home (“Plaintiff” or “Showroom dba Vesta Home”)

RESPONDING PARTY: Defendants Adrian Rudomin (“Rudomin”), Donella Circle, LLC (“Donella”), Tartarus, LLC (“Tartarus”) and The Kraken, LLC (“Kraken”)

The Court has considered the moving, opposition, reply and further briefing papers.

On July 21, 2021, Plaintiff filed the operative Complaint against Defendants Rudomin; Donella, Tartarus, Kraken; and Does 1 to 40, inclusive ”) (sometimes collectively, “Defendants”)

for: (1) Breach of Contract – Donella Agreement; (2) Conversion; (3) Unjust Enrichment; and (4) Breach of Contract – Rochedale Agreement. The First Cause of Action alleges a claim against Adrian, Kraken and Donella for breach of the Donella Contract.

Exhibit “A” to the Complaint is a contract between Donella and “Showroom Interiors, LLC (“VESTA HOME”), a Delaware Limited Liability Company.” Exhibit “B” to the Complaint is a contract between Halston Home, “a Luxury Division of Showroom, Inc.” and Tartarus.

On August 3, 2023, Plaintiff filed this instant Motion for Summary Judgment or in the Alternative, Summary Adjudication (the “Motion”). Throughout the Motion and the evidence submitted in support thereon, the actions are alleged to be by “Defendants,” and not to individual defendants. There is no evidence submitted supporting any alter ego allegations. On March 13, 2024, Defendants filed their opposition to the Motion. On March 22, 2024, Plaintiff filed its reply to the opposition.

On April 2, 2024, the Court ordered further briefing to be submitted by April 12, 2024 concerning various issues regarding the Motion. On April 11, 2024, Defendants filed their supplemental brief. On April 12, 2024, Plaintiff filed its supplemental brief.

In support of the moving papers, Plaintiff submitted the declaration of Julian Buckner (the “Buckner Declaration”). Defendants object to portions of the Buckner Declaration. The Court rules on the objections as follows:

In support of the opposition, Defendants’ submitted the declarations of Martin Simone (the “Simone Declaration”)and Adrian Rudomin (the “Rudomin Declaration”). Plaintiff objects to portions of these declarations. The Court rules on the objections as follows:

OVERRULED: Paragraphs 15-18, 21-27, 33-40, 42-47, 49-51, 54-55,56, 57, 58, 59, 60-65, 67- 83, 85-86, 88-91, 93, 97, 99-108, 110, 112 (Rudomin Decl.)

SUSTAINED: 1-5 (Simone Decl.); Paragraphs 4-14, 19-20, 28- 32, 41, 48, 52-53, 66, 84, 87, 92, 94-96, 98, 109, 111 (Rudomin Decl.)

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.) The Code of Civil Procedure § 437c(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, 67, citing FPI Development, Inc. v. Nakashima (1991) 231 Cal. App. 3d 367, 381-382.)

As to each cause of action as framed by the complaint, a plaintiff moving for summary judgment or summary adjudication must satisfy the initial burden of proof by showing that there is no defense to a cause of action if that party her proved each element of the cause of action entitling the party to judgment on the cause of action.” (Code Civ. Proc., § 437c(p)(1).) 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.)

Once the moving party has met that burden, the burden shifts to the opposing party 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, 166.)

moves for summary judgment on the operative Complaint on the grounds that there is no triable issue of material fact as to Plaintiff’s causes of action against Defendants Adrian Rudomin; Donella Circle, LLC; Tartarus, LLC; and The Kraken, LLC (“Defendants”). Alternatively, Plaintiff moves for summary adjudication as to the following issues:

1. First Cause of Action for Breach of Contract against Defendants as to the Donella Agreement at issue herein;

4. Fourth Cause of Action for Breach of Contract against Defendants as to the Rochedale Agreement at issue herein;

5. All causes of action in that Defendants have no valid affirmative defenses to any of Plaintiff’s causes of action.

To state a cause of action for breach of contract, plaintiff must plead: “(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.” (D’Arrigo Bros. of California v. United Farmworkers of America (2014) 224 Cal.App.4th 790, 800.)

Plaintiff argues it has established the existence of two contracts, the Rochedale Agreement and Donella Agreement, including Defendants’ promise to pay a monthly rental rate on the inventory after the initial staging period. Plaintiff further contends it has shown that Defendants’ breached both of the Agreements by failing to pay the monthly rental rates on both contracts, failing to pay the second installment of $20,000.00 of the initial staging fee regarding the Donella Agreement, using the furniture for non-staging purposes, and selling the furniture without the knowledge and consent of Plaintiff. Moreover, Plaintiff asserts it suffered damages from Defendants’ breaches. Additionally, Plaintiff contends Defendants have no valid legal defenses to breach of contract because Defendant Rudomin signed both Agreements at issue and both included the Luxury Lease Provision. Finally, Plaintiff contends Defendant Rudomin was not coerced into signing the Agreements as the Donella Agreement was negotiated over weeks or months and Defendant Rudomin claimed in his deposition that he failed to read the Luxury Lease Provisions in Section 16.

Plaintiff here is Showroom Interiors, LLC dba Vesta Home, which is a party to the Donella Agreement in the First Cause of Action. The other party to the Donella Agreement is Defendant Donella. Plaintiff has not provided any evidence upon which this Court may find that Defendants Rudomin, Tartarus or Kraken could be held liable under the Donella Agreement. Moreover, Plaintiff has provided no evidence with its submission of the Motion that Furniture as it is defined in the Motion was actually used for “non-staging purposes.”

With regard to the Fourth Cause of Action, which is alleged against Rudomin, Kraken and Tartarus, Plaintiff is not a party to the Rochdale Agreement. The Rochdale Agreement was between Tartarus and “Halston Home, a Luxury Division of Showroom, Inc.” and Tartarus. (Complaint, Exh. “B.”) Setting aside the issue of the Motion’s being directed to all Defendants, including Defendants Rudomin and Kraken, which are not named as parties to the Rochdale Agreement, it does not appear from the evidence presented with the Motion that Plaintiff, a “Delaware Limited Liability Company dba Vesta Home,” is the same entity as Halston Home or Showroom, Inc. Neither the Motion nor its supporting papers provide any evidence whatsoever that Plaintiff has any relationship to Showroom, Inc. or Halston Home.

The proffered evidence with the Motion is insufficient to satisfy Plaintiff’s initial burden to show that it has proven all the elements of the causes of action alleged in the Complaint, much less that no triable issue of material fact exists as to whether Defendants lacked an affirmative defense thereto.

For the reasons stated above, the Motion is DENIED as to the First and Fourth Causes of Action.

The basic elements of a conversion cause of action are: “(1) the plaintiff's ownership or right to possession of personal property; (2) the defendant's disposition of the property in a manner that is inconsistent with the plaintiff's property rights; and (3) resulting damages.” (Regent Alliance Ltd. v. Rabizadeh (2014) 231 Cal.App.4th 1177, 1181.)

The Second Cause of Action is alleged against Defendants Rudomin, Kraken and Donella. Plaintiff argues that “Defendants” wrongfully disposed of Plaintiff’s personal property in the form of the Furniture by virtue of having sold the real property to a third party (the “Buyer”). Specifically, Plaintiff asserts that Defendants converted Plaintiff’s staging Furniture used for the Rochedale Agreement and used for the Donella Agreement without Plaintiff’s consent. Similarly, Plaintiff contends Defendants caused the Furniture for the Donella Agreement to be used for a non-staging purpose, and that Plaintiff did not consent to such use. Finally, Plaintiff argues that it was not allowed access to remove its property because the possession had already been transferred to the Buyer along with the Donella Property.

T evidence proffered with the Motion is insufficient to satisfy Plaintiff’s initial burden to show that a triable issue of material fact does not exist as to whether Defendants wrongfully disposed of Plaintiff’s staging Furniture without their consent by selling it to third parties. Plaintiff’s evidence merely indicates that the parties initially negotiated to have the Furniture sold to Buyer with the real property. Moreover, as discussed above, the evidence does not establish that the Furniture was used for non-staging purposes.

Therefore, the Motion as to the Second Cause of Action for conversion is DENIED.

“The elements for a claim of unjust enrichment are ‘receipt of a benefit and unjust retention of the benefit at the expense of another.’” (Lyles v. Sangadeo-Patel (2014) 225 Cal.App.4th 759, 769.) The Third Cause of Action is alleged against Rudomin, Kraken and Donella.

Plaintiff argues it rented the Donella furniture to “Defendants” based on the understanding and agreement that Plaintiff would be repaid. Furthermore, Plaintiff argues Defendants received the benefit of the Furniture in the Donella property from Plaintiff, agreed to make monthly rental payments, and unjustly failed to do so. Plaintiff also argues that Defendants’ retention of the Donella Furniture comes at the expense of Plaintiff, which has been damaged and deprived of the use and enjoyment of the Furniture it loaned to Defendants. Moreover, Plaintiff contends Defendants were unjustly enriched by their use of the Donella Furniture without paying the Inventory Rental Fee to market the home for sale and complete the sale, by their non-staging use of the Donella Furniture without paying Luxury Lease terms and fees, and by their sale of the Donella Furniture without any right to sell the same. In addition, Plaintiff contends Defendants purported to credit the purchaser back $300,000.00 for the home without the Furniture, so that this constituted the value added to the purchase and Defendants were unjustly enriched by at least that amount.

The proffered evidence in the Motion is insufficient to satisfy Plaintiff’s initial burden to show that a triable issue of material fact does not exist as to whether Defendants were unjustly enriched at the expense of Plaintiff. Plaintiff’s evidence shows only that the third-party Buyer initially agreed to purchase the Furniture along with the Property. The evidence also indicates that once the third-party Buyer decided not to purchase the Furniture, it was returned to Plaintiff. Finally, the evidence does not establish that the Furniture was used for non-staging purposes by Buyer or Plaintiff.

Therefore, the Motion as to the Third Cause of Action for unjust enrichment is DENIED.

Because the Motion is denied as to each of the Causes of Action alleged in the Complaint, the Motion as to the issue of entitlement to damages and attorneys’ fees is DENIED.

Parties who intend to submit on this tentative must send an email to the Court at SMC_DEPT56@lacourt.org as directed by the instructions provided on the court website at www.lacourt.org. If the department does not receive an email and there are no appearances at the hearing, the motion will be placed off calendar.

Hon. Holly J. Fujie

Judge of the Superior Court