Judge: Jon R. Takasugi, Case: 19STCV34609, Date: 2024-02-01 Tentative Ruling

Case Number: 19STCV34609    Hearing Date: February 1, 2024    Dept: 17

Superior Court of California

County of Los Angeles

DEPARTMENT 17

TENTATIVE RULING

Defendant Connie Chung’s motion for summary judgment is GRANTED.

On 9/27/2020, Plaintiffs Estate of Tok Hui Till, Sunja Ja Lam, and Jonathan Till (collectively, Plaintiffs) initiated this action.

On 4/28/2020, Cross-Complainant Los Angeles Centers for Alcohol and Drug Abuse, Inc. (LA CADA) filed a cross-complaint against Katherine Sang Eun Koo and Susan Ho (collectively, Cross-Defendants).

            Now, Defendant Connie Chung (Defendant) moves for summary judgment of Plaintiff’s claims against her.

Discussion

            Defendant argues that Plaintiff cannot establish a triable issue of material fact of liability as to Defendant because she neither owed nor breached any duty and did not cause or otherwise contribute to the alleged injuries. In particular, Defendant argues that she had no association with Eden Adult Residential Care, Inc. (Eden Manor) at the time of the incident, nor is she an employee of LA CADA.

            In support, Defendant submitted evidence that: 

-         On or about February 6, 2017, Defendant was the owner of Eden Manor, an Adult Residential Facility. (SS ¶ 1.)

-         On February 6, 2017, Ms. Chung entered into a purchase agreement with LA CADA to purchase and operate Eden Manor. (SS ¶ 2.)

-         Pursuant to a Management Agreement between LA CADA and Ms. Chung, as of May 7, 2018, Ms. Chung no longer had any duties, responsibilities or involvement in the ownership, day-to-day management, or operation of Eden Manor, including any employee oversight, or authority or obligation to provide care or services to the residents, including Decedent, nor was Ms. Chung an employee of LA CADA. (SS ¶ 3.)

-         As of May 7, 2018, LA CADA assumed exclusive ownership, managerial, administrative, and operational control of Eden Manor, including all facility oversight, resident care, and all employee hiring, training, and supervision. (SS ¶ 4.)

-         As of May 7, 2018, LA CADA was appointed as Administrator of Eden Manor and was responsible for supervising and directing the management of the day-to-day operations of Eden Manor in a professional efficient and expeditious manner and taking all actions it deemed necessary and appropriate in connection with the management of Eden Manor, in its sole discretion, so long as such action or decision was consistent with Title 22 regulations and the admission agreements and other agreements executed by the residents of Eden Manor and all federal, state and local laws applicable to the operation and management of the Eden Manor. (SS ¶ 5.)

-         As of May 7, 2018, LA CADA was responsible for recruiting, hiring, paying training, supervising and terminating all professional and non-professional persons who were required for the operations of Eden Manor. (SS ¶ 7.)

-         After LA CADA assumed exclusive ownership, managerial, administrative, and operational control of Eden Manor, all then employees of Eden Manor were terminated by LA CADA, and certain of those terminated employees were then hired by LA CADA effective on or about July 1, 2018. (SS ¶ 8.)

-         Decedent Tok Hui Till was a resident of Eden Manor for a number of years while it was owned and operated by Eden Adult Residential Care, Inc. and remained a resident of Eden Manor when LA CADA assumed all responsibilities for operating the facility in May 2018. (SS ¶ 9.)

-         On or around November 27, 2018, Decedent left Eden Manor and was involved in a motor vehicle accident seven miles away, which later resulted in her death on December 4, 2018. (SS ¶ 10.)

-         At the time Decedent left Eden Manor in November 2018, Ms. Chung had had no involvement with Eden Manor since July 1, 2018. (SS ¶ 11.)

-         As of July 1, 2018, Ms. Chung had no responsibility for and played no role in anything that occurred at Eden Manor, including any of the following:

o   Interviewing or hiring employees to work at Eden Manor;

o   Training employees to work at Eden Manor;

o   Supervising employees who worked at Eden Manor;

o   Developing plans, policies and procedures for the operation of Eden Manor;

o   Assuring Eden Manor complied with all licensing requirements as an Adult Residential Facility;

o   Evaluating residents to determine their eligibility to become or remain a resident of Eden Manor or to return to Eden Manor as residents after a hospitalization;

o   Directing day-to-day operations of Eden Manor;

o   Directing the activities of any employees of Eden Manor;

o   Monitoring the activities of any employees of Eden Manor;

o   Distributing medications to any residents, including but not limited to Decedent, consist with orders from their health care providers;

o   Controlling the actions and behaviors of any resident, including but not limited to Decedent;

o   Disciplining, suspending, or terminating any employee of LA CADA.

(SS ¶ 12.)

-         After selling Eden Manor to LA CADA in May 2018, at which point LA CADA had assumed exclusive ownership, managerial, administrative, and operational control of Eden Manor, Ms. Chung never had any other contact or communication with Decedent. (SS ¶ 13.)

Defendant’s evidence establishes that, at all times relevant to this action: (1) Defendant was not the head of Eden Manor; (2) LA CADA, not Defendant, had exclusive ownership, managerial, administrative, and operational control of Eden Manor; (3) LA CADA, not Ms. Chung, was responsible for supervising, training, and disciplining employees; and (4) Defendant as not an employee of LA CADA and had not seen or had any communication with Decedent after May 2018. As such, Defendant’s evidence supports a reasonable inference that she did not owe any duty to Decedent at the time of the alleged incident. Accordingly, the burden shifts to Plaintiffs to disclose a triable issue of material fact.

In opposition, Plaintiffs argue that Defendant was the administrator/licensee of the facility until at least July 2019, that LA CADA never obtained license to operate the facility, and that the only license filed with the State of California up until July 2019 belong to Defendant. 

However, Plaintiffs’ evidence fails to disclose a triable issue of triable fact.

As to the first contention, Plaintiffs submitted a note allegedly written by Defendant stating that she would remain in charge until LA CADA obtained its own license. However, LA CADA and Defendant entered into an integrated written agreement, wherein LA CADA agreed to take over full control of the operation of Eden Manor no later than 7/1/2018. Thus, the note Chung allegedly wrote is barred by the Parol Evidence rule, which prohibits the introduction of any extrinsic evidence to alter, vary, or add to the terms of an integrated written agreement. (Civil Code § 1625, Code of Civil Procedure § 1856(a).) Moreover, and importantly, Plaintiff did not introduce any evidence which could show beyond this note that Defendant had any role in running Eden Manor after she ceded control to LA CADA. As noted in the Motion, when Plaintiff Jonathan Till responded to Chung’s Special Interrogatories he admitted that he could not identify the persons Chung allegedly hired who were implicated in the conduct complained of in the Complaint; could not identify any persons who knew that Chung directed or monitored the activities of any employees of Eden Manor in November 2018; and could not identify any documents Plaintiffs’ contention that Chung directed or monitored the activities of any employees of Eden Manor in November 2018. (Motion, 15:1-17:4.)

 As such, Plaintiffs have not introduced any admissible evidence to show a triable issue as to whether LA CADA took over the operation of Eden Manor no later than 7/1/2018 and that Chung no longer played any role in its administration.

As to the second contention, Plaintiffs’ Additional Disputed Fact (ADF) No. 23 states: “Chung remained the administrator of Eden Manor until LA CADA obtained its license to operate the facility. LA CADA never obtained license to operate the facility.” The support for this fact comes from two portions from Chung’s deposition (Ikonte Decl., Exhibit E, Chung Deposition, 17:22-18:6, 21:24-22:1.) In the first excerpt, she states that if LA CADA obtained a license it would relieve her of responsibility to operate the facility, and that LA CADA did not obtain a license. In the second excerpt, she seems to admit that she remained the administrator of the facility after it was sold. But immediately after she answered “Yes,” and on the very same page, this exchange ensued:

Q. Did you remain as the administrator of the facility until it was closed down?

A. But I was not acting because there was an assistant administrator.

Q. Yeah, my question was, were you the administrator of the estate—sorry—

A. Not since I sold the business.

Q. Sorry, let me rephrase the question. Were you the administrator of the facility at the time it was closed?

A. No.

Q. Okay. When did you stop being the administrator of the facility?

A. When I sold the business.

Q. That would be around May of—

A. May of 2018.

(Ikonte Decl., Exh. E, Chung Depo., 22:2-17, emphasis added.)

In reply, Defendant also noted that Plaintiffs’ ADF No. 28 is misleading which states that “Chung was responsible for ensuring that Eden Manor complied with all licensing requirements for an adult residential facility.” Plaintiffs selectively cite from Defendant’s deposition testimony, and leave of the portion of her testimony in which she stated:

Q. And that was part of your job duties, correct? . . .

Mr. Ikonte: Prior to July 1, 2018.

The Witness: Until I sold everything to La Cada.

Q. . . .in your declaration, you stated after July 1, 2018. Does that mean you are responsible before July 1, 2018?. . .

A. Escrow closed [in] May, but it went on until end of May, if I remember correctly. And then I was not in control of anything at Eden Manor.

(Ikonte Decl., Exh. E, Chung Depo., 107:12, 14-15, 17-20, 23-25, emphasis added.)

This additional testimony contradicts Plaintiffs’ contention that Chung controlled Eden Manor at all relevant times, or that she was responsible for ensuring Defendant’s licensing compliance at all relevant times.

Finally, Plaintiffs have not submitted evidence to establish Defendant can be held personally liable. “Ordinarily, a corporation is regarded as a legal entity, separate and distinct from its stockholders, officers and directors, with separate and distinct liabilities and obligations.” (Sonora Diamond Corp. v. Superior Ct. (2000) 83 Cal.App.4th 523, 538.)

Directors or officers of a corporation do not incur personal liability for torts of the corporation merely by reason of their official position, unless they participate in the wrong or authorize or direct that it be done. They may be liable, under the rules of tort and agency, for tortious acts committed on behalf of the corporation. They are not responsible to third persons for negligence amounting merely to nonfeasance, to a breach of duty owing to the corporation alone; the act must also constitute a breach of a duty owed to the third person.  (United States Liab. Ins. Co. v. Haidinger-Hayes, Inc. (1970) 1 Cal.3d 586, 595.)

Here, Plaintiffs have not submitted evidence to show that Defendant personally participated in wrongdoing or authorized or directed that it be done. Rather, Plaintiffs’ evidence only speaks to whether or not Defendant remained an administrator of the facility. As such, Plaintiffs have not submitted evidence which would establish Defendant’s personal liability for Decedent’s death.

In sum, Plaintiffs have not submitted any evidence which could show that Defendant remained in control of Eden Manor after the Management Agreement took effect, or that Defendant can be held personally liable for Decedent’s death.

            Based on the foregoing, Defendant’s motion for summary judgment is granted.

It is so ordered.

Dated:  January    , 2024

   Hon. Jon R. Takasugi
   Judge of the Superior Court

Parties who intend to submit on this tentative must send an email to the court at smcdept17@lacourt.org by 4 p.m. the day prior as directed by the instructions provided on the court website at www.lacourt.org.  If a party submits on the tentative, the party’s email must include the case number and must identify the party submitting on the tentative.  If all parties to a motion submit, the court will adopt this tentative as the final order.  If the department does not receive an email indicating the parties are submitting on the tentative and there are no appearances at the hearing, the motion may be placed off calendar.  For more information, please contact the court clerk at (213) 633-0517.