Judge: Joseph Lipner, Case: 21STCV37974, Date: 2023-11-09 Tentative Ruling
Case Number: 21STCV37974 Hearing Date: December 5, 2023 Dept: 72
SUPERIOR COURT OF CALIFORNIA
COUNTY OF LOS ANGELES
DEPARTMENT 72
TENTATIVE
RULING
|
WEST CASITAS, LLC, Plaintiff, v. SWING HOUSE STAGES, INC., Defendant. |
Case No:
21STCV37974 Hearing Date: December 5, 2023 Calendar Number: 5 |
Plaintiff West Casitas, LLC (“Plaintiff”) moves for summary
judgment and summary adjudication on its cause of action against Defendant
Swing House Stages, Inc. (“Defendant”) for breach of lease and on all of Defendant’s
affirmative defenses.
Plaintiff’s motion is for summary judgment is GRANTED.
Plaintiff’s motion for summary adjudication is DENIED AS
MOOT.
Plaintiff is the owner of the property located at 3229
Casitas Avenue, Los Angeles, California 90039 (the “Property”). (Stauffer Decl.
¶ 2.) Elite Property Management, LLC (“Elite”) has managed the property on
Plaintiff’s behalf since September 2019. (Stauffer Decl. ¶ 1.)
On February 18, 2014, Plaintiff and Defendant entered into a
written lease (the “Lease”) under which Defendant would rent the Property from
Plaintiff. (Stauffer Decl. ¶ 3; Compendium of Exhibits (“Compendium”), Exh. 1
(the “Lease”).) The Lease provides for a term of 10 years, beginning February
18, 2014, and ending February 17, 2024.
(Lease at p. 8 [page numbers in the Compendium refer to the overall page
number in the PDF file].) Starting on February 18, 2020, the monthly base rent
under the lease was $28,500. (Lease at 8.)
Beginning in April 2020, Defendant began to fail to make its
full monthly base rent payments. (Stauffer Decl. ¶ 4.) The final payment that
Defendant made on the lease was a partial payment of one half of the monthly
rent in July 2021. (Stauffer Decl. ¶ 4.) Failure to pay rent when due
constitutes a default on the Lease. (Lease at p. 21.)
From around October 2020 to October 2021, Plaintiff, Elite,
and Defendant attempted to come to an agreement under which Plaintiff would pay
the missing rent, but they reached no agreement. (Stauffer Decl. ¶¶ 9-30.)
Plaintiff filed this action against Defendant on October 14,
2021, alleging one cause of action for breach of lease.
On February 3, 2022, Elite sent Defendant a Notice of
Default under the lease, requesting payment of $545,473.12 within seven days.
(Beskind Decl. ¶ 3; Compendium, Exh. 18.) Defendant did not make any payments
in response to the notice. (Beskind Decl. ¶ 3.)
On May 6, 2022, Defendant filed an Answer, which contained a
general denial as well as over thirty affirmative defenses. Around the same
time, Defendant and Genoveva Winsen (“Winsen”) filed a cross-complaint against
Plaintiff and several other parties, which has since been fully disposed of in
two separate summary judgment motions.
On February 17, 2023, Plaintiff filed a separate action for
unlawful detainer in the Los Angeles County Superior Court. (Stauffer Decl. ¶
32.) The eviction action was resolved in part by a settlement dated March 23,
2023, which resolved the issue of possession but provided that it did not
encompass any claims for damages. (Stauffer Decl. ¶ 33.)
On April 20, 2023, Elite sent Defendant a further Notice of
Default, requesting payment of $830,738.10 within seven days. (Beskind Decl. ¶
4.; Compendium Exh. 24.) The amount requested reflected the amount owed by
Defendant under the lease as of January 31, 2023 and did not include late fees
or interest. (Beskind Decl. ¶ 4.; Compendium Exh. 24.) Defendant once again did
not make any payments in response to the notice. (Beskind Decl. ¶ 4.)
In total, Plaintiff missed $840,738.10 in rent payments. (Stauffer
Decl. 4-7; Ledger at pp. 63-64.)
Plaintiff filed this motion on May 3, 2023. Defendant filed
no opposition was filed.
The purpose of a motion for
summary judgment or summary adjudication “is to provide courts with a mechanism
to cut through the parties’ pleadings in order to determine whether, despite
their allegations, trial is in fact necessary to resolve their dispute.” (Aguilar
v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 843.) “Code of Civil
Procedure 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.)
“In ruling on the motion,
the court must consider all of the evidence and all of the inferences
reasonably drawn therefrom [citation] and must view such evidence [citations]
and such inferences [citations] in the light most favorable to the opposing
party.” (Aguilar, supra, at pp. 844-845 [quotation marks
omitted].)
“A plaintiff or cross-complainant has
met his or her burden of showing that there is no defense to a cause of action
if that party has proved each element of the cause of action entitling the
party to judgment on the cause of action. Once the plaintiff or
cross-complainant has met that burden, the burden shifts to the defendant or
cross-defendant to show that a triable issue of one or more material facts
exists as to the cause of action or a defense thereto. The defendant or
cross-defendant shall not rely upon the 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 or a defense thereto.” (Code Civ. Proc. § 437c, subd.
(p)(1); see also Aguilar, supra, 25 Cal.4th at p. 849.)
“Once the [moving party] . .
. has met that burden, the burden shifts to the [nonmoving party] . . . to show
that a triable issue of one or more material facts exists as to the cause of
action or a defense thereto.” (Ibid.) 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.) “If the [nonmoving party]
cannot do so, summary judgment should be granted.” (Avivi v. Centro Medico
Urgente Medical Center (2008) 159 Cal.App.4th 463, 467.)
Here, Defendant does not oppose the motion for summary
judgment. As such, the Court evaluates Plaintiff’s showing in its moving papers
to determine whether Plaintiff has made
a prima facie showing that there are no triable issues of fact
To prove a cause of action for breach of contract, Plaintiff
must be able to establish “(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.” (Oasis
West Realty, LLC v. Goldman (2011) 51 Cal.4th 811, 821.)
Plaintiff has shown the existence of the lease. Plaintiff
has authenticated the lease through the declaration of Jeff Stauffer. (Stauffer
Decl. ¶¶ 1, 3.) Furthermore, Defendant admitted the authenticity of the Lease
and that it is the tenant on the Lease in its responses to requests for
admissions. (Compendium, Exh. 20 at pp. 290, 294-295.)
Plaintiff has shown that it performed on the lease.
Defendant was in possession of the Property during the period between January
1, 2020 and January 31, 2023. (Stauffer Decl. ¶ 8.) In Genoveva Winsen’s PMK
deposition on behalf of Defendant, Winsen testified that Defendant was in
possession of the Property from January 1, 2020 through the date of the
deposition on December 19, 2022. (Compendium, Exh. 22 (“PMK”) at p. 313:14-21.)
Plaintiff has shown that Defendant breached the lease. As
discussed above, in April 2020, Defendant began to fail to make its full
monthly base rent payments. (Stauffer Decl. ¶ 4; Compendium Exh. 2 (“Ledger”)
at p. 63.) The final payment that Defendant made on the lease was a partial
payment of one half of the monthly rent in July 2021. (Stauffer Decl. ¶ 4;
Ledger at pp. 63-64.) As discussed above, Plaintiff sent Defendant multiple
notices of default and engaged in protracted negotiations for roughly a year
over the possibility of a cure for Defendant’s default, but Defendant never
paid the missing rent.
Plaintiff has shown that it suffered damages as a result of
Defendant’s breach because it is owed $840,738.10 in missing rent payments.
(Stauffer Decl. 4-7; Ledger at pp. 63-64.)
Therefore, the Court finds that Plaintiff has made a prima
facia burden that there are no triable issues of fact and that it has
established its cause of action for breach of contract. Because Defendant has
not filed an opposition, the Court does not search the record for evidence of
disputes of fact, but instead moves on to consideration of whether the
affirmative defenses asserted by Defendant bar summary judgment.
Civil Procedure Code section 437c,
subdivision (p)(1) provides that a plaintiff seeking summary judgment does not
initially carry the burden to disprove affirmative defenses. (Ibid.)
Rather, a Plaintiff satisfies their initial burden by proving each element of
their cause of action. “Once the plaintiff or cross-complainant has met that
burden, the burden shifts to the defendant or cross-defendant to show that a triable
issue of one or more material facts exists as to the cause of action or a
defense thereto.” (Ibid.)
Here, Plaintiff has carried its
initial burden and Defendant does not oppose this motion. Thus, it would be
appropriate to grant summary judgment without proceeding further. However, out
of an abundance of caution, the Court evaluates Defendant’s affirmative
defenses below.
A general denial is not an affirmative defense; rather; “[t]he
filing of a general denial denies in one sentence all the allegations of the
complaint.” (Walsh v. West Valley Mission Community College Dist. (1998)
66 Cal.App.4th 1532, 1545.) Because the Court concludes that Plaintiff has
established a prima facie case for its only cause of action, the Court concludes
that this defense is not a bar to summary judgment.
Defendant
alleges in its second and fourth affirmative defenses that the Covid-19
Moratoriums bar the lawsuit.
During
the Covid-19 pandemic, Los Angeles County issued a temporary rent moratorium.
(See generally Compendium, Exh. 5.) The protections applied to commercial
tenants during the “Protected Time Period” of March 4, 2022 through January 31,
2022, during which the tenant was unable to pay rent due to “Financial Impacts
Related to COVID-19.” (Compendium, Exh. 5 at pp. 83-84.)
The
resolution more broadly provided for a “Protections Period,” formerly known as
the “Moratorium Period,” which lasted from March 4, 2020 to March 31, 2023.
(Compendium, Exh. 5 at p. 84.)
The
resolution did not forgive commercial tenants’ rent obligations; rather, it
provided that “[u]npaid rent incurred during the Protections Period shall be
repaid pursuant to the following …. (a) Commercial Tenants with nine (9)
employees or fewer shall have until January 31, 2023 to repay unpaid rent
incurred during the Protected Time Period” and “Commercial Tenants with ten
(10) or more, but fewer than 100, employees shall have until July 31, 2022 to
repaid unpaid rent incurred during the Protected Time Period …” (Compendium,
Exh. 5 at p. 91.)
Thus,
any rent that Defendant could have validly deferred due to the moratorium would
still be owed by this time.
Similarly,
Defendant could not assert the City of Los Angeles’s commercial eviction
moratorium, formerly codified at Section 49.99.3 of the Los Angeles City
Municipal Code, as a defense. Section 49.99.3 was repealed in full in January
of 2023. (City of Los Angeles Muni. Code § 49.99.3.)
Furthermore,
there are no facts showing that Defendant was actually unable to pay rent due
to Covid-19-related financial impacts. Thus, it appears that Defendant was
never protected by these moratoria in the first place.
The Court therefore concludes that this defense is not a bar
to summary judgment.
Additionally,
Defendant alleges that the Covid-19 moratoria bar a receivership. Plaintiff
does not seek a receivership, so this defense does not apply. The Court
therefore concludes that that defense is not a bar to summary judgment.
An action for accounting is equitable in nature and may be
brought were “(1) where a fiduciary relationship exists between the parties, or
(2) where, even though no fiduciary relationship exists, the accounts are so
complicated that an ordinary legal action demanding a fixed sum is
impracticable.” (Los Defensores, Inc. v. Gomez (2014) 223 Cal.App.4th
377, 401.)
Defendant alleges that an accounting is necessary to
determine whether any of the damages Plaintiff seeks include interest fees or
late charges accrued during the Covid-19 moratoria.
First, Plaintiff was not Defendant’s fiduciary. The Answer
alleges no specific basis for a fiduciary relationship. Further, California law
does not recognize a general fiduciary relationship that arises out of
commercial relationships. (Girard v. Delta Towers Joint Venture (1993)
20 Cal.App.4th 1741, 1749; (Martin v. U-Haul Co. of Fresno (1988) 204
Cal.App.3d 396, 412 [“California courts have not extended the 'special
relationship' doctrine to include ordinary commercial contractual
relationships”].)
Second, the undisputed facts show that the damages sought do
not include any interest fees or late charges on the unpaid rent. (Ledger at
pp. 63-64; Stauffer Decl. ¶¶ 4-7.)
Because the undisputed facts show that no basis to demand an
accounting exists, the Court concludes that this defense is not a bar to
summary judgment.
Defendant alleges in its 5th and 22nd affirmative defenses that
any breach by Defendant of the Lease was induced by Plaintiff, and consequently
excused.
“Covenants in leases are held to be mutually independent
unless the lease expressly or impliedly makes them conditional.” (Goldsmith
v. Tub-O-Wash (1962) 199 Cal.App.2d 132, 138.) Thus, “liability under the
lease continues as long as the lessee continues in possession.” (Grace v.
Croninger (1936) 12 Cal.App.2d 603, 606.)
As discussed above, Plaintiff repeatedly attempted to obtain
the missing rent from Defendant, including attempting to negotiate a payment
plan for Defendant, and therefore did not directly induce nonpayment. (Stauffer
Decl. ¶¶ 9-30.) Defendant has always attributed its
inability to pay rent to the “COVID-19 Pandemic and closure of [its] business
by State and local authorities,” and not to any action by Plaintiff.
(Cross-Complaint ¶ 115.) Defendant was in possession of the Property during
the period between January 1, 2020 and January 31, 2023. (Stauffer Decl. ¶ 8.)
Furthermore, there are no disputed or undisputed facts showing that Defendant
breached the lease or otherwise induced nonpayment. Thus, Defendant was
required to pay rent during its nonpayment.
The Court concludes that this defense is not a bar to
summary judgment.
Defendant alleges that Plaintiff consented to the breach. As
discussed above, Plaintiff repeatedly attempted to obtain the missing rent from
Plaintiff. (Stauffer Decl. ¶¶ 9-30.) The Court therefore concludes that this
defense is not a bar to summary judgment.
As discussed above, the undisputed facts show that Defendant
not only breached its lease with Plaintiff but failed to cure the breach
despite being given many opportunities and over a year to do so. These facts
show that the equities favor Plaintiff. Furthermore, there are no facts which
may indicate that the equities in this case favor Defendant. The Court therefore
concludes that this defense is not a bar to summary judgment.
“Impossibility is defined as not only strict impossibility
but [also] impracticability because of extreme and unreasonable difficulty,
expense, injury, or loss involved.” (SVAP III Poway Crossings, LLC v.
Fitness International, LLC (2023) 87 Cal.App.5th 882, 893 [internal
quotations and citations omitted].) “There is no impossibility of performance
where one party has rendered services as agreed and nothing remains for the
other party to do but pay the agreed compensation.” (Browne v. Fletcher
Aviation Corp. (1945) 67 Cal.App.2d 855, 862.)
Defendant attributes its inability to pay rent to the
“COVID-19 Pandemic and closure of [its] business by State and local authorities.”
(Cross-Complaint ¶ 115.)
In Fitness International, the court rejected a
commercial tenant’s assertion of the impracticability doctrine even though the
tenant was subject to pandemic related closure orders because “[t]he government
closure orders did not make it illegal for [the tenant] to pay rent.” (SVAP
III Poway Crossings, LLC v. Fitness International, LLC, supra, 87
Cal.App.5th at p. 893.)
These facts are nearly identical to those in Fitness
International. Thus, the Court concludes that this defense is not a bar to
summary judgment.
Unclean hands “has been applied in equity suits to prevent a
finding of merit in situations where one of the parties planned and executed
fraud or inequitable devices to obtain an improper advantage over the other
side.” (Delfino v. Delfino (1969) 272 Cal.App.2d 556, 562.) “Whether the
particular misconduct is a bar to the alleged claim for relief depends on (1)
analogous case law, (2) the nature of the misconduct, and (3) the relationship
of the misconduct to the claimed injuries.” (East West Bank v. Rio School
Dist. (2015) 235 Cal.App.4th 742, 751.) When “there is no analogous case
law supporting the application of the unclean hands defense to the facts
present,” “[t]hat finding alone is sufficient to warrant the denial of the
defense.” (Ibid.)
Here, Defendant has not identified any analogous case law
applying the doctrine of unclean hands to a landlord seeking recovery of rent
under similar facts. Furthermore, the undisputed facts do not show that
Plaintiff engaged in any misconduct. Plaintiff did not charge any late fees or
interest as required by the Covid-19 moratorium, and Plaintiff has already
obtained summary judgment on the cross-claims raised against it by Defendant.
Further, Defendant has always attributed its inability to pay rent to the “COVID-19
Pandemic and closure of [its] business by State and local authorities,” and not
to any action by Plaintiff. (Cross-Complaint ¶ 115.)
Thus, the Court concludes that this defense is not a bar to
summary judgment.
The statute of limitations for contract actions is four
years. (Code Civ. Proc., § 337, subd. (a).)
Here, Defendant’s failure to pay the full rent began in
April 2020. (Stauffer Decl. ¶ 6-7; see also Ledger at pp. 63-64.) Plaintiff
filed this action against Defendant on October 14, 2021. Thus, Plaintiff
brought the action within the statute of limitations.
“The doctrine of laches is to actions in equity what
statutes of limitations are to actions in law.” (In re Marriage of Parker
(2017) 14 Cal.App.5th 681, 687.) Thus, the applicable timeliness analysis in
this breach of contract action is conducted below under the Statute of
Limitations defense.
Furthermore, because the Court finds below that Plaintiff
brought this action within the applicable statute of limitations, Plaintiff did
not unreasonably delay, as a matter of law. (David Welch Co. v. Erskine
& Tulley (1988) 203 Cal.App.3d 884, 893 [suit brought well within the
statute of limitations not barred by laches], disapproved of on other grounds
by Lee v. Hanley (2015) 61 Cal.4th 1225.)
The court therefore concludes that these defenses do not bar
summary judgment.
Civil Code section 1951.2 limits a landlord’s ability to
recover damages where a tenant breaches a lease by abandoning the property
before the end of the lease if the landlord does not make a reasonable and
good-faith effort to mitigate the damages. (Civ. Code, § 1951.2.)
Here, however, Plaintiff’s damages occurred prior to
Defendant’s vacation of the Property, and resulted not from Defendant’s lack of
a tenant at all, but from Plaintiff’s failure to pay rent while it was still
in possession of the property. The lease did not terminate until February
9, 2023. (Stauber Decl. ¶ 25.) All of Plaintiff’s damages accrued before then. (Stauffer
Decl. 4-7; Ledger at pp. 63-64.)
Thus, the duty to mitigate does not apply here and the Court
concludes that this defense is not a bar to summary judgment.
The doctrine of commercial frustration applies where
“[p]erformance remains entirely possible, but the whole value of the
performance to one of the parties at least, and the basic reason recognized as
such by both parties, for entering into the contract has been destroyed by a
supervening and unforeseen event.” (Dorn v. Goetz (1948) 85 Cal.App.2d
407, 410 [internal quotations and citations omitted].) A party raising
frustration of purpose must show that “the value of counterperformance is
totally or nearly totally destroyed, for frustration is no defense if it was
foreseeable or controllable by the promisor, or if counterperformance remains
valuable.” (Lloyd v. Murphy (1944) 25 Cal.2d 48, 54.) “[L]aws or other
governmental acts that make performance unprofitable or more difficult or
expensive do not excuse the duty to perform a contractual obligation.” (Id.
at 55.)
Defendant attributes its inability to pay rent to the
“COVID-19 Pandemic and closure of [its] business by State and local authorities.”
(Cross-Complaint ¶ 115.)
Here, Defendant remained in possession of the premises from
January 1, 2020 to January 31, 2023. (Stauffer Decl. ¶ 8.) Although there were
Covid-19-related government restrictions on some business activity during that
time period, government restrictions are not covered by the frustration of
purpose defense. (Lloyd, supra, 25 Cal.2d at p. 54.) Furthermore,
the Covid-19 restrictions, and the pandemic as a whole, only lasted a few years
out of a 10-year lease. Because the undisputed facts show that the value of
Defendant’s performance was not totally (or nearly totally) destroyed, summary
judgment on this defense is appropriate.
Furthermore, the legal effect of frustration of purpose is
the immediate termination of the contract. (Johnson v. Atkins (1942) 53
Cal.App.2d 430, 433.) Here, Defendant remained in possession of the Property
throughout 2020 and 2021. (Stauffer Decl. ¶ 8.) In SVAP III Poway Crossings, LLC v. Fitness International, LLC, supra,
87 Cal.App.5th at p. 893, the court found that a commercial tenant could not
establish frustration defense based on pandemic closure orders because it
“continued to occupy the premises throughout the closure periods and did not
attempt to rescind the lease.” (Ibid.) Because the same facts are true
here, Defendant cannot show frustration of purpose as a matter of law.
Defendant conceded in response to Plaintiff’s interrogatory
that there was no novation of the lease. (Compendium, Exh. 19 at p. 284 [Form Interrogatory
50.4: “Was any agreement alleged in the pleadings terminated by mutual
agreement, release, accord and satisfaction, or novation?” A: “No.”] The Court
therefore concludes that this defense is not a bar to summary judgment.
Where a judgment debtor has a claim of their own against the
judgment creditor, the claims may be set off against each other. (Erlich v.
Superior Court of Los Angeles County (1965) 63 Cal.2d 551, 556.)
Here, the Court has already granted summary judgment on each
of Defendant’s cross-claims against Plaintiff, so there is no potential
judgment to set off against Plaintiff’s claims. The Court therefore concludes
that this defense is not a bar to summary judgment.
Defendant conceded in response to Plaintiff’s interrogatory
that there was no accord and satisfaction of the lease. (Compendium, Exh. 19 at
p. 284 [Form Interrogatory 50.4: “Was any agreement alleged in the pleadings
terminated by mutual agreement, release, accord and satisfaction, or novation?”
A: “No.”] The Court therefore concludes that this defense is not a bar to
summary judgment.
“The elements of equitable estoppel are (1) the party to be
estopped must be apprised of the facts; (2) he must intend that his conduct
shall be acted upon, or must so act that the party asserting the estoppel has a
right to believe it was so intended; (3) the other party must be ignorant of
the true state of facts; and (4) he must rely upon the conduct to his injury.”
(Schafer v. City of Los Angeles (2015) 237 Cal.App.4th 1250, 1261
[internal quotations and citations omitted].)
Here, there are no facts, disputed or undisputed, that
suggest that Plaintiff acted in a way such as to induce reliance by Defendant,
or that any such reliance was detrimental. The parties entered the Lease in
February, 2014, long before the Covid-19 pandemic. (Stauffer Decl. ¶ 3; see
also the Lease.) Defendant has always attributed its inability to pay rent to
the “COVID-19 Pandemic and closure of [its] business by State and local
authorities,” and not to any action by Plaintiff. (Cross-Complaint ¶ 115.) When
Defendant stopped paying rent, Plaintiff did not induce Defendant to continue
its nonpayment, but rather sought to set up a payment plan under which
Plaintiff would be able to repay the rent. (Stauffer Decl. ¶¶ 9-30.) Even
assuming arguendo that this is the conduct that Defendant believes
induced reliance, Defendant could not reasonably have interpreted these acts as
a reason to continue nonpayment of rent, and furthermore, there are no facts of
which Plaintiff was aware and Defendant was not that led to the harm in
question. The doctrine of estoppel appears inapplicable to the facts of this
case. The Court concludes that this defense is not a bar to summary judgment.
Defendant alleges that Plaintiff has been unjustly enriched
by engaging in discrimination, harassment, retaliation, and intimidation and by
charging late fees and interest in violation of the Covid-19 moratoria.
As discussed above, the undisputed facts show that the
damages sought do not include any interest fees or late charges on the unpaid
rent. (Ledger at pp. 63-64; Stauffer Decl. ¶¶ 4-7.)
Unjust enrichment exists when a person has received money or
its equivalent under such circumstances that in equity and good conscience they
ought not to retain it. (Philpott v. Superior Court in and for Los Angeles
County (1934) 1 Cal.2d 512, 523.) Thus, discrimination, harassment,
retaliation, and intimidation are legally insufficient to establish unjust
enrichment. Furthermore, to the extent that these allegations refer to the
allegations raised in Defendant’s cross-complaint, the Court has already granted
summary judgment against those allegations.
The Court therefore concludes that this defense is not a bar
to summary judgment.
The undisputed facts show that Plaintiff and Defendant
entered into a valid lease. (Stauffer Decl. ¶ 3.) Defendant has provided no
evidence challenging these facts. Defendant admitted the authenticity of the
Lease in its request for admission responses. (Compendium, Exh. 20 at pp. 290,
294-295.) It is also undisputed that Defendant remained in possession of the
Property during the period between January 1, 2020 and January 31, 2023.
(Stauffer Decl. ¶ 8.) Thus, Defendant’s defenses challenging validity fail as a
matter of law and the Court concludes that this defense is not a bar to summary
judgment.
The undisputed facts show that Plaintiff and Defendant
entered into a valid lease. (Stauffer Decl. ¶ 3.) Defendant has provided no
evidence challenging these facts. Defendant admitted the authenticity of the
Lease in its request for admission responses. (Compendium, Exh. 20 at pp. 290,
294-295.) It is also undisputed that Defendant remained in possession of the
Property during the period between January 1, 2020 and January 31, 2023.
(Stauffer Decl. ¶ 8.) Thus, Defendant’s defenses challenging validity fail as a
matter of law and the Court concludes that this defense is not a bar to summary
judgment.
The undisputed facts show that Plaintiff and Defendant
entered into a valid lease. (Stauffer Decl. ¶ 3.) Defendant has provided no
evidence challenging these facts. Defendant admitted the authenticity of the
Lease in its request for admission responses. (Compendium, Exh. 20 at pp. 290,
294-295.) It is also undisputed that Defendant remained in possession of the
Property during the period between January 1, 2020 and January 31, 2023.
(Stauffer Decl. ¶ 8.) Thus, Defendant’s defenses challenging validity fail as a
matter of law and the Court concludes that this defense is not a bar to summary
judgment.
“Covenants in leases are held to be mutually independent
unless the lease expressly or impliedly makes them conditional.” (Goldsmith
v. Tub-O-Wash (1962) 199 Cal.App.2d 132, 138.) Thus, “liability under the
lease continues as long as the lessee continues in possession.” (Grace v.
Croninger (1936) 12 Cal.App.2d 603, 606.)
Defendant was in possession of the Property during the
period between January 1, 2020 and January 31, 2023. (Stauffer Decl. ¶ 8.)
Furthermore, there are no disputed or undisputed facts showing that Defendant
breached the lease or otherwise induced nonpayment. Thus, Defendant was
required to pay rent during its nonpayment.
The Court concludes that this defense is not a bar to
summary judgment.
“Covenants in leases are held to be mutually independent
unless the lease expressly or impliedly makes them conditional.” (Goldsmith
v. Tub-O-Wash (1962) 199 Cal.App.2d 132, 138.) Thus, “liability under the
lease continues as long as the lessee continues in possession.” (Grace v.
Croninger (1936) 12 Cal.App.2d 603, 606.)
Defendant was in possession of the Property during the
period between January 1, 2020 and January 31, 2023. (Stauffer Decl. ¶ 8.)
Furthermore, there are no disputed or undisputed facts showing that Defendant
breached the lease or otherwise induced nonpayment. Thus, Defendant was
required to pay rent during its nonpayment.
The Court concludes that this defense is not a bar to
summary judgment.
“Covenants in leases are held to be mutually independent
unless the lease expressly or impliedly makes them conditional.” (Goldsmith
v. Tub-O-Wash (1962) 199 Cal.App.2d 132, 138.) Thus, “liability under the
lease continues as long as the lessee continues in possession.” (Grace v.
Croninger (1936) 12 Cal.App.2d 603, 606.)
Defendant was in possession of the Property during the
period between January 1, 2020 and January 31, 2023. (Stauffer Decl. ¶ 8.)
Furthermore, there are no disputed or undisputed facts showing that Defendant
breached the lease or otherwise induced nonpayment. Thus, Defendant was
required to pay rent during its nonpayment.
The Court concludes that this defense is not a bar to
summary judgment.
The undisputed facts show that Plaintiff and Defendant
entered into a valid lease. (Stauffer Decl. ¶ 3.) Defendant has provided no
evidence challenging these facts. Defendant admitted the authenticity of the
Lease in its request for admission responses. (Compendium, Exh. 20 at pp. 290,
294-295.) It is also undisputed that Defendant remained in possession of the
Property during the period between January 1, 2020 and January 31, 2023.
(Stauffer Decl. ¶ 8.) Thus, Defendant’s defenses challenging validity fail as a
matter of law and the Court concludes that this defense is not a bar to summary
judgment.
The Lease’s force majeure clause provides as follows:
12.10.
Force Majeure. When this Lease prescribes a time period for a party to take
any action (except, in Tenant’s case, for payment of Rent) that party
shall not be liable or responsible for … any delays due to … acts of God … ,
governmental laws, regulations or restrictions, or any act, omission, delay or
neglect of that party or its employees or agents, or any other cause whatsoever
beyond that party’s reasonable control.
(Lease at p. 24.)
Because Defendant’s obligation to pay
rent is exempted from the clause, the Court concludes that the clause does not
apply and concludes that this defense is not a bar to summary judgment.
As discussed above, Plaintiff has proven that Defendant owes
Plaintiff $840,738.10 in unpaid rent.
The Court therefore grants summary judgment on this defense.
Defendant contends in its answer that Plaintiff’s damages
were caused by acts of third parties. Here, the Lease shows that Plaintiff was
the only party obligated to pay rent. (See generally Compendium, Exh. 1
(Lease).) The Court therefore concludes that this defense is not a bar to
summary judgment.
Defendant alleges that its nonpayment was necessitated by
Plaintiff’s actions and that it did therefore not repudiate or breach the
Lease. As discussed under the Excuse defense, the undisputed facts show that
Plaintiff did not take any actions necessitating Defendant’s nonpayment.
Defendant alleges that it has merely invoked the force
majeure clause. As discussed under the Force Majeure defense, this defense is
inapplicable.
The Court therefore concludes that this defense is not a bar
to summary judgment.
As discussed above under the Failure to Mitigate defense,
the duty to mitigate does not apply here. The Court therefore grants summary
judgment on this defense.
Under California law, “[c]ontract liability is strict
liability,” and “[t]he obligor is therefore liable in damages for breach of
contract even if he is without fault and even if circumstances have made the
contract more burdensome or less desirable than he had anticipated.” (In re
Marriage of Hibbard (2013) 212 Cal.App.4th 1007, 1018 fn. 5.) Thus, good
faith is not a defense to breach of contract.
The Court therefore concludes that this defense is not a bar
to summary judgment.
The undisputed facts show that Plaintiff and Defendant
entered into a valid lease. (Stauffer Decl. ¶ 3.) Defendant has provided no
evidence challenging these facts. Defendant admitted the authenticity of the
Lease in its request for admission responses. (Compendium, Exh. 20 at pp. 290,
294-295.) It is also undisputed that Defendant remained in possession of the
Property during the period between January 1, 2020 and January 31, 2023.
(Stauffer Decl. ¶ 8.) Thus, Defendant’s defenses challenging validity fail as a
matter of law and the Court concludes that this defense is not a bar to summary
judgment.
Where a judgment debtor has a claim of their own against the
judgment creditor, the claims may be set off against each other. (Erlich v.
Superior Court of Los Angeles County (1965) 63 Cal.2d 551, 556.)
Here, the Court has already granted summary judgment on each
of Defendant’s cross-claims against Plaintiff, so there is no potential
judgment to set off against Plaintiff’s claims. The Court therefore grants
summary judgment on this defense.
Furthermore, as a sufficient alternate basis for granting
summary judgment, the Court reiterates its above determination that Plaintiff
did not owe Plaintiff a fiduciary duty.
A statement in the answer reserving the right to allege
further affirmative defenses is not itself an affirmative defense. Affirmative
defenses must be specially pleaded in the answer. (Walsh v. West Valley
Mission Community College Dist. (1998) 66 Cal.App.4th 1532, 1546.) The
Court therefore concludes that this defense is not a bar to summary judgment.
Having determined that summary judgment for Plaintiff is
appropriate on Plaintiff’s cause of action and that none of the affirmative
defenses bar summary judgment, the Court grants summary judgment for Plaintiff
on its complaint. Because the Court grants summary judgment, Plaintiff’s motion
for summary adjudication on the individual issues is moot.