Judge Holly J. Fujie, Case Number: 22STCV22693, Date: 2025-02-07 Tentative Ruling

DEPARTMENT 56 JUDGE HOLLY J. FUJIE, LAW AND MOTION RULINGS. The court makes every effort to post tentative rulings by 5.00 pm of the court day before the hearing. The tentative ruling will not become the final ruling until the hearing [see CRC 3.1308(a)(2)], and are also available in the courtroom on the day of the hearing [see CRC 3.1308(b)]. If the parties wish to submit on the tentative ruling and avoid a court appearance, all counsel must agree and choose which counsel will give notice. That counsel must 1) call Dept 56 by 8:30 a.m. on the day of the hearing (213/633-0656) and state that all parties will submit on the tentative ruling, and 2) serve notice of the ruling on all parties. If any party declines to submit on the tentative ruling, then no telephone call is necessary and all parties should appear at the hearing in person or by Court Call. Court reporters are not provided, and parties who want a record of motions and other proceedings must hire a privately retained certified court reporter.

MOVING PARTY: Plaintiff/Cross-Defendant World Trading 23, Inc. (“WT23”) and Cross-Defendant World Tech Toys, Inc. (“WTT”)

RESPONDING PARTY: Defendant/Cross-Complainant Straight Forwarding, Inc. (“SFI”)

This action, filed on July 14, 2022, arises from a dispute over the performance of a commercial shipping contract. On March 21, 2024, WT23 filed the operative first-amended complaint (“FAC”) alleging causes of action for: (1) breach of contract; (2) reformation of contract based upon illegality; (3) conversion; (4) intentional interference with contractual relations; (5) intentional interference with prospective economic relations; (6) money had and received; and (7) declaratory relief.

On December 2, 2022, SFI filed a cross-complaint (the “Cross-Complaint’) alleging causes of action for: (1) breach of contract; (2) goods and services rendered; and (3) open book account.

On July 12, 2024, WT23 filed a motion for summary judgment, or alternatively, summary adjudication. (“WT23 MSJ”) On January 21, 2025, SFI filed an opposition. (“WT23 Opposition”) On January 27, 2025, WT23 filed a reply (“WT23 Reply”)

On July 24, 2024, WTT filed a motion for summary judgment, or alternatively, summary adjudication. (“WTT MSJ”) On January 21, 2025, SFI filed an opposition. (“WTT Opposition”) On January 27, 2025, WT23 filed a reply (“WTT Reply”)

Pursuant to Evidence Code section 452, subdivision (d), the Court may take judicial notice of “[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”.

The court, however, may not take judicial notice of the truth of the contents of the documents. (Herrera v. Deutsche Bank National Trust Co. (2011) 196 Cal.App.4th 1366, 1375.) Documents are only judicially noticeable to show their existence and what orders were made such that the truth of the facts and findings within the documents are not judicially noticeable. (Lockley v. Law Office of Cantrell, Green, Pekich, Cruz & McCort (2001) 91 Cal.App.4th 875, 885.)

Pursuant to WT23’s request, the Court takes judicial notice of the following: the complaint filed in this action on July 14, 2022 (WT23 RJN, Ex. A).

Pursuant to WTT’s request, the Court takes judicial notice of the following: SFI’s Cross-Complaint filed on December 2, 2022 (WTT RJN, Ex. A).

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 for trial or that the moving party is entitled to a judgment as a matter of law. (Code of Civil Procedure (“CCP”), § 437c, subd. (c).)

The moving party bears the initial burden of production to make a prima facie showing that no triable issue of material fact exists. (Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 850.) To meet this burden, a defendant must show not only “that the plaintiff does not possess needed evidence” but also that “the plaintiff cannot reasonably obtain needed evidence.”¿(Aguilar, supra, 25 Cal.4th at p. 854.)¿It is insufficient for the defendant to merely point out the absence of evidence.¿(Gaggero v. Yura (2003) 108 Cal.App.4th 884, 891.)¿The defendant “must also produce evidence that the plaintiff cannot reasonably obtain evidence to support his or her claim.”¿(Id.)¿The supporting evidence can be in the form of affidavits, declarations, admissions, depositions, answers to interrogatories, and matters of which judicial notice may be taken.¿(Aguilar, supra, 25 Cal.4th at p. 855.)

“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 the cause of action or a defense thereto.” (CCP § 437c, subd. (p)(2).) The plaintiff may not merely rely on allegations or denials of its pleadings to show that a triable issue of material fact exists, but instead, “shall set forth the specific facts showing that a triable issue of material fact exists as to the cause of action.”¿(Ibid.)¿“If the plaintiff cannot do so, summary judgment should be granted.”¿(Avivi v. Centro Medico Urgente Medical Center (2008) 159 Cal.App.4th 463, 467.)

“On a summary judgment motion, the court must therefore consider what inferences favoring the opposing party a factfinder could reasonably draw from the evidence.¿While viewing the evidence in this manner, the court must bear in mind that its primary function is to identify issues rather than to determine issues.¿[Citation.]¿Only when the inferences are indisputable may the court decide the issues as a matter of law.¿ If the evidence is in conflict, the factual issues must be resolved by trial.”¿(Binder v. Aetna Life Ins. Co. (1999) 75 Cal.App.4th 832, 839.)¿Further, “the trial court may not weigh the evidence in the manner of a factfinder to determine whose version is more likely true.¿[Citation.]¿Nor may the trial court grant summary judgment based on the court’s evaluation of credibility. [Citation.]” (Id. at p. 840; see also Weiss v. People ex rel. Department of Transportation (2020) 9 Cal.5th 840, 864 [“Courts deciding motions for summary judgment or summary adjudication may not weigh the evidence but must instead view it in the light most favorable to the opposing party and draw all reasonable inferences in favor of that party”].)

WT23 moves for summary judgment, or in the alternative, summary adjudication, of the following cause of action in the FAC: (1) first cause of action for breach of contract; (2) third cause of action for conversion; and (3) seventh cause of action for declaratory relief. WT23 also moves for summary adjudication of the following affirmative defenses asserted in SFI’s answer to the FAC: (1) second affirmative defense for lack of capacity to sue, standing to sue, and/or not the property party; (2) third affirmative defense that the claims are time-barred by operation of law, contract, and/or the doctrine of laches; (3) fourth affirmative defense for failure to join indispensable parties; (4) sixth affirmative defense for failure to mitigate damages; (5) fifteenth affirmative defense that SFI had a legal right to possession of property that was allegedly converted; and the (6) twenty-third affirmative defense that SFI has a valid warehouseman’s lien.

A suspended corporation cannot continue to prosecute an action during the period of suspension. (Casiopea Bovet, LLC v. Chiang (2017) 12 Cal.App.5th 656, 662.) Under California law, a corporation that has had its powers suspended for failure to pay taxes or file required statements “lacks the legal capacity to prosecute or defend a civil its period of suspension.” (City of San Diego v. San Diegans for Open Government (2016) 3 Cal.App.5th 568, 577; see also Cal Rev. & Tax Code § 23301.) SFI presents evidence that WT23 was suspended on April 2, 2024. (Gross Decl., Ex. B.) WT23 presents no argument or evidence that the status has since been revived. Thus, until WT23’s corporate status is revived, it cannot participate in this lawsuit.

Accordingly, on its own motion, the Court takes the hearing on the WT23 MSJ off-calendar as WT23 lacked the capacity to file the WT23 MSJ.

WTT moves for summary judgment, or in the alternative, summary adjudication, of all three causes of action against it in the Cross-Complaint: (1) breach of contract; (2) goods and services rendered; and (3) open book account.

To establish a cause of action for breach of contract, the party must plead and prove (1) the existence of the contract, (2) performance or excuse for nonperformance, (3) breach, and (4) resulting damages. (Maxwell v. Dolezal (2014) 231 Cal.App.4th 93, 97-98.)

WTT asserts that there are no triable issues of material fact because WTT had no contract with SFI. WTT argues that the ‘Credit Application and Agreement’ (the “Agreement”) was entered into between WT23 and SFI only, that WTT is neither a signatory to the Agreement nor an applicant for credit and that WTT never assumed WT23’s rights or obligations under the Agreement. (SS Nos. 4-11) It is undisputed that SFI only invoiced WT23 for the freight forwarding services. (SS Nos. 13-14) WTT further argues that WT23 was the sole purchaser and importer of record. (SS Nos. 15-19.) Thus, WTT has met its initial burden of production to show that no triable issues of fact exist as to the first cause of action for breach of contract.

SFI argues that the evidence is not clear that WTT is not involved in the dispute between SFI and WT23. SFI disputes the above facts only to the extent that it disputes “that WT23 acted on its own without involvement by WTT.” (SS Nos. 4, 8-12, 15-19.) In support of this argument, SFI presents evidence that in a previous declaration the CEO of WTT stated that WTT hired SFI. (Gross Decl., Ex. A.) Notably, the Agreement attached to that declaration only references WT23. (Gross Decl., Ex. A.) SFI presents no facts showing that a contract exists between WTT and SFI. Thus, SFI has not met its burden to show that a triable issue of one or more material facts exists as to establishing a cause of action for breach of contract against WTT.

“To recover on a claim for the reasonable value of services under a quantum meruit theory, a plaintiff must establish both that he or she was acting pursuant to either an express or implied request for services from the defendant and that the services rendered were intended to and did benefit the defendant.” (Ochs v. PacifiCare of California (2004) 115 Cal.App.4th 782, 794.)

WTT asserts that there are no triable issues of material fact as to the second cause of action because WTT neither requested nor rendered any services to SFI. WTT reasserts the arguments discussed above, in that it is undisputed that WT23 was the only importer of record, SFI only invoiced WT23 and SFI only provided services to WT23. (SS Nos. 12-19.) Thus, WTT has met its initial burden of production to show that no triable issues of fact exist as to the second cause of action for goods and services rendered. SFI fails to present any facts or arguments demonstrating that a request for services was made or that any services were rendered between the entities. Thus, SFI has not met its burden to show that a triable issue of one or more material facts exists as to establishing a cause of action for goods and services rendered against WTT.

To establish a cause of action for open book account, the following elements must be satisfied: (1) plaintiff and defendant had financial transactions, (2) plaintiff kept an account of the debits and credits involved in the transactions, (3) defendant owes plaintiff money on the account, and (4) the amount of money that the defendant owes the plaintiff.¿ (State Comp. Ins. Fund v. ReadyLink Healthcare, Inc. (2020) 50 Cal.App.5th 422, 449; CCP § 337a.)¿ A book account is “open” if a balance remains due on this account.¿ (Interstate Group Administrators, Inc. v. Cravens, Dargan & Co. (1985) 174 Cal.App.3d 700, 708.)¿A claim for open book account requires transactions arising “out of a contract or some fiduciary relation” with the defendant. (Professional Collection Consultants v. Lujan (2018) 23 Cal.App.5th 685, 690-691.)

WTT asserts that there is no evidence of financial transactions or a relationship between the entities. (SS Nos. 14-15.) SFI presents no facts or arguments to the contrary.

Based on the foregoing, World Tech Toys, Inc.’s Motion for Summary Judgment is GRANTED. WTT23’s Motion is off-calendar.

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