Judge: Holly J. Fujie, Case: 21STCV38916, Date: 2024-02-09 Tentative Ruling

Case Number: 21STCV38916    Hearing Date: February 9, 2024    Dept: 56

SUPERIOR COURT OF THE STATE OF CALIFORNIA

FOR THE COUNTY OF LOS ANGELES - CENTRAL DISTRICT

MOVING PARTY: Defendant County of Los Angeles Public Administrator (“Moving Defendant”)

RESPONDING PARTY: Plaintiff

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

BACKGROUND

This action arises out of a dispute concerning real property (the “Property”).  The currently operative second amended complaint (the “SAC”) alleges: (1) breach of contract; and (2) equitable estoppel/declaratory relief to quiet title.

In relevant part, the SAC alleges: the Property is part of the estate of Carl Lawton (“Decedent”), who died intestate on or about October 9, 2020.  (SAC ¶¶ 1-2.)  On or about April 8, 2017, Plaintiff and Decedent entered into a written agreement (the “Agreement”) that allowed Plaintiff to use a portion of the Property.  (SAC ¶ 7, Exhibit 1.)  The Agreement also includes terms that granted Plaintiff an option to purchase the Property upon Decedent’s death for the sum of one dollar.  (SAC ¶ 11; see Exhibit 1 at ¶ 7.)  Pursuant to this provision, Plaintiff exercised the option on October 9, 2020.  (See SAC ¶ 11, Exhibit 3.)  On October 8, 2021, Plaintiff learned that the Property was placed on the market for sale and that County Counsel would not honor the Agreement.  (SAC ¶ 20.) 

On July 6, 2023, Moving Defendant filed a motion for summary judgment/adjudication (the “Motion”) on the grounds that there are no triable issues of material fact and Moving Defendant is entitled to judgment as a matter of law on Plaintiff’s claims. 

REQUEST FOR JUDICIAL NOTICE

The Requests for Judicial Notice filed by Moving Defendant and Plaintiff are GRANTED as to the existence of the documents and their legal effect, but not to the truth of the matters stated therein.  (See Scott v. JP Morgan Chase Bank, N.A. (2013) 214 Cal.App.4th 743, 752-54.)

EVIDENTIARY OBJECTIONS

Moving Defendant’s objections to the Declaration of James Khoshkhou (“Khoshkhou Decl.”) numbers 3-4 are SUSTAINED.  Moving Defendant’s objections to the Khoshkhou Declaration numbers 1-2, and 5-8 are OVERRULED.

DISCUSSION

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.)  California Code of Civil Procedure (“CCP”) 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.)

As to each claim as framed by the complaint, the defendant moving for summary judgment must satisfy the initial burden of proof by presenting facts to negate an essential element, or to establish a defense.  (CCP § 437c, subd. (p)(2); Scalf v. D. B. Log Homes, Inc. (2005) 128 Cal.App.4th 1510, 1520.)  Once the defendant has met that burden, the burden shifts to the plaintiff 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.)  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.)

The Parties’ Evidence

In support of the Motion, Moving Defendant provides evidence that the Property is an asset of Decedent’s estate.  (Separate Statement of Undisputed Material Facts (“UMF”) 2.)  Decedent died on October 9, 2020, and Moving Defendant is the court-appointed representative and administrator of Decedent’s estate. (UMF 3, 4.)  Plaintiff owns land adjacent to the Property.  (UMF 5.)  On or about April 28, 2017, Plaintiff and Decedent entered into the Agreement, which was entitled “Agreement to Allow Construction Upon Real Property” (the “Agreement”).  (UMF 6.) 

The Agreement provides:

“By the terms here of [sic] Khoshkhou is granted permission to enter upon the property of Lawton and to extend the northerly boundary line of the Khoshkhou property onto the Lawton property by approximately 25 feet. Khoshkhou shall thereafter be permitted to do all things necessary construct one or more structures upon the property so extended.”  (UMF 7; Declaration of Lina Khorani (“Khorani Decl.”) ¶ 4, Exhibit B at ¶ 1.)

The Agreement also contains a provision that states:

“EARLIER TERMINATION. The parties, by mutual agreement may terminate this agreement in writing on such terms as deemed appropriate.  The death of either party shall not act as a terminating event.  However, any representative appointed to distribute the assets of Khoshkhou may elect to either continue in the agreement as an asset of the estate or to terminate it by giving 90 days notice to Lawton.  Upon the death of Lawton, Khoshkhou may elect to purchase the entirety of the property the subject of this agreement from Lawton's estate for the purchase price of $1.00.  If such election is made, the entirety of the costs involved in effecting a lot split or other redetermination of boundary lines shall be borne by Khoshkhou.”  (UMF 8; Khorani Decl., Exhibit B at ¶ 7.) 

On or about October 9, 2020, Plaintiff forwarded Moving Defendant a document indicating his intention to purchase the Property pursuant to the Agreement.  (UMF 9.) 

Plaintiff’s opposition (the “Opposition”) presents evidence of Plaintiff’s friendship with Decedent and Plaintiff’s understanding that Decedent was estranged from his family.  (See Additional Material Facts (“AMF”) 24.)  The Opposition also provides evidence of a covenant to hold the Property as one parcel that was signed by Decedent and recorded in 1984.  (See AMF 22.)

Breach of Contract

The elements of a breach of contract claim are: (1) the contract; (2) the plaintiff’s performance or excuse for nonperformance; (3) the defendant’s breach; and (4) damage to plaintiff therefrom.  (Wall Street Network, Ltd. v. New York Times Co. (2008) 164 Cal.App.4th 1171, 1178.)

The rules governing the role of the court in interpreting a written instrument are well established.  (Brown v. Goldstein (2019) 34 Cal.App.5th 418, 432.)  The interpretation of a contract is a judicial function.  (Id.)  In engaging in this function, the trial court gives effect to the mutual intention of the parties as it existed at the time the contract was executed.  (Id.)  Ordinarily, the objective intent of the contracting parties is a legal question determined solely by reference to the contract's terms.  (Id.)  The court generally may not consider extrinsic evidence of any prior agreement or contemporaneous oral agreement to vary or contradict the clear and unambiguous terms of a written, integrated contract.  (Id.)  Extrinsic evidence is admissible, however, to interpret an agreement when a material term is ambiguous.  (Id.)

The interpretation of a contract involves a two-step process: first, the court provisionally receives (without actually admitting) all credible evidence concerning the parties’ intentions to determine “ambiguity,” i.e., whether the language is “reasonably susceptible” to the interpretation urged by a party.  (Id. at 432-33.)  If, in light of the extrinsic evidence, the court decides the language is “reasonably susceptible” to the interpretation urged, the extrinsic evidence is then admitted to aid in the second step – interpreting the contract.  (Id. at 433) 

When there is no material conflict in the extrinsic evidence, the trial court interprets the Agreement as a matter of law.  (Id.)  This is true even when conflicting inferences may be drawn from the undisputed extrinsic evidence or that extrinsic evidence renders the contract terms susceptible to more than one reasonable interpretation.  (Id.)  If, however, there is a conflict in the extrinsic evidence, the factual conflict is to be resolved by the jury.  (Id.) 

Moving Defendant argues that Plaintiff cannot prevail on either of the causes of action alleged in the SAC because the Agreement’s language provides for the purchase of only the portion of the Property being leased from Decedent to Plaintiff rather than for the purchase of the entirety of the Property. 

Regardless of the correct interpretation of the scope of the Agreement’s provision containing Plaintiff’s option to purchase, the Court finds that the Motion fails to meet its burden to establish that there are no triable issues of material fact regarding the claims alleged in the SAC.  The Motion provides no evidence of Moving Defendant’s effort to perform its obligations under the Agreement consistent with its interpretation of the Agreement’s terms when Plaintiff attempted to exercise his purchase rights.  Moving Defendant has therefore not demonstrated that it did not breach the Agreement.  Since the quiet title action turns on the interpretation and performance of the Agreement, Moving Defendant has likewise not established that there are no triable issues of material fact regarding the second cause of action.  The Court therefore DENIES the Motion.

            Moving party is ordered to give notice of this ruling.

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.

         Dated this 9th day of February 2024