Judge: Joseph Lipner, Case: 22STCV09549, Date: 2025-02-25 Tentative Ruling
Case Number: 22STCV09549 Hearing Date: February 25, 2025 Dept: 72
SUPERIOR COURT OF CALIFORNIA
COUNTY OF LOS ANGELES
DEPARTMENT 72
TENTATIVE
RULING
|
WILSHIRE WEST MEDICAL TOWER, LLC, Plaintiff, v. KIAN KARIMI MD, INC., et al., Defendants. |
Case No: 22STCV09549 Hearing Date: February 25, 2025 Calendar Number: 2 |
Defendants and Cross-Complainants Kian Marimi MD, Inc.
(“KKM”) and Kian Karimi, M.D. (“Dr. Karimi”) (collectively, the “Karimi Parties”)
move for judgment on the pleadings as to the fifth claim for declaratory relief
in their First Amended Cross-Complaint (“FACC”) against Plaintiff and
Cross-Defendant Wilshire West Medical tower, LLC (“Plaintiff”) and
Cross-Defendant Boulevard Investment Group (“Boulevard”) (collectively,
“Cross-Defendants”).
The Court DENIES the motion.
On May 1, 2021, KKM entered a lease agreement (the “Lease”)
with Wilshire to rent the premises located at 11645 Wilshire Blvd, Suite 1100,
Los Angeles, CA 90025 (the “Property”). Dr. Karimi is a guarantor for KKM under
the Lease. Boulevard is Wilshire’s property manager.
The parties’ performance under the Lease is—or was—a primary
basis for this litigation. Wilshire filed a complaint against the Karimi
Parties with respect to the Lease, and the Court granted summary judgment on
that complaint in favor of the Karimi Parties. The Karimi Parties filed a
cross-complaint against Cross-Defendants. The FACC is the operative
cross-complaint.
Wilshire alleged in its complaint that KKM breached the
lease by abandoning the premises. Wilshire alleged Dr. Karimi breached the
guarantee agreement.
The Karimi Parties moved for summary judgment on Wilshire’s
complaint and prevailed on their motion. The Court based its summary judgment
in favor of the Karimi Parties on KKM’s successful termination of the Lease. As
explained in the Court’s December 28, 2023 minute order granting summary
judgment, KKM was entitled to terminate the lease because (1) the document that
Wilshire provided to KKM was not the Preliminary Space Plan (“PSP”) that
Wilshire was obligated to provide, and that (2) even if it were, KKM was still
entitled to terminate the lease.
The relevant paragraphs of the summary judgment order in
favor of the Karimi Parties stated as follows:
First, the
undisputed facts show that the December 8 Documents were not a PSP as required
by the Work Agreement. . . . [¶] Second,
even if the December 8 Documents were a PSP, Defendants properly rejected them.
. . . [¶] The parties do not dispute
that there was no subsequent PSP which was accepted by Defendants. Thus,
the Lease was terminated pursuant to Section 2.6 of the Work Agreement. Defendants
therefore did not breach the Lease by failing to take possession of the
Property and pay rent.
(12/28/2023 Minute Order at p. 6,
emphasis added.)
Under the Work Agreement referenced in the Court’s ruling in
favor of the Karimi Parties, if KKM rejected any part of the PSP, the parties
would have 10 days to attempt in good faith to modify the PSP to their mutual
satisfaction. (Work Agreement, Section 2.6.) If the PSP could not be modified
to Wilshire and KKM’s mutual satisfaction, “the Lease [would] terminate and
neither party [would] thereafter be obligated to the other party for any reason
whatsoever having to do with [the] Lease.” (Work Agreement, Section 2.6.)
In sum, the Court ruled in favor of the Karimi Parties on
summary judgment that the Lease terminated under section 2.6. This termination
was based on Dr. Karimi’s December 10 and December 11 emails to Wilshire
objecting to the bid it had received. (12/28/2023 Minute Order at p. 6.) Thus,
the Lease terminated no later than December 21, 2021. The Court found that,
because the Lease had been cancelled, the Karimi Parties were entitled to
summary judgment. (The original summary judgment order contained a typographical
error recording these dates as 2023 instead of 2021. On September 30, 2024, the
Court issued a nunc pro tunc order correcting that error.)
The current demurrer involves the Karimi Parties’ Cross-Complaint.
On November 7, 2023, the Karimi Parties filed the Cross-Complaint, raising
claims for (1) breach of contract; (2) negligence; (3) intentional
misrepresentation; (4) breach of fiduciary duty; and (5) declaratory relief.
On May 21, 2024, the Court granted judgment on the pleadings
for Cross-Defendants on the Karimi Parties’ Cross-Complaint with leave to amend
as to the first three claims, and without leave to amend as to the fourth claim
for breach of fiduciary duty.
On June 20, 2024, the Karimi Parties filed the FACC, raising
claims for (1) breach of contract; (2) negligent misrepresentation; (3)
intentional misrepresentation; (4) breach of fiduciary duty; and (5)
declaratory relief.
The Karimi Parties’ breach of contract cause of action is
based on the assertion that the Lease had not terminated as of December 21,
2021. It alleges that Wilshire breached the Lease by failing to provide the
PSP, that KKM notified Wilshire of the breach on December 10, 2021, and that
Wilshire failed to cure within 30 days. (FACC ¶¶ 43-47.) Under these
allegations, KKM terminated the lease on February 1, 2022. (FACC ¶ 47.)
The Karimi Parties also alleged claims for negligent and
intentional misrepresentations and declaratory relief. They also realleged a
claim for fiduciary duty that the Court had dismissed from the case on demurrer
without leave to amend.
On September 30, 2024, the Court sustained Cross-Defendants’
demurrer to the first claim in the FACC without leave to amend. The Court also
granted Cross-Defendant’s motion to strike the fourth claim for breach of
fiduciary duty. The Court noted that Cross-Defendants raised arguments as to
why the fifth claim for declaratory relief did not state a claim. However, the
Court did not reach those arguments because Cross-Defendants had not demurred
to that cause of action.
On January 7, 2025, Defendants moved for judgment on the
pleadings as to the fifth claim for declaratory relief. Cross-Defendants filed
an opposition and Defendants filed a reply.
The Court grants Defendants’ request for judicial notice.
“To qualify for declaratory relief, a party would have to
demonstrate its action presented two essential elements: (1) a proper subject
of declaratory relief, and (2) an actual controversy involving justiciable
questions relating to the party’s rights or obligations.” (Jolley v. Chase Home
Finance, LLC (2013) 213 Cal.App.4th 872, 909, quotation marks and brackets
omitted.)
“It is well established that the ‘ “[d]eclaratory procedure
operates prospectively, and not merely for the redress of past wrongs. It
serves to set controversies at rest before they lead to repudiation of
obligations, invasion of rights or commission of wrongs; in short, the remedy
is to be used in the interests of preventive justice, to declare rights rather
than execute them.” [Citations.]’ [Citation.] Accordingly, ‘complaining of past
acts’ by the defendant does not constitute an actual controversy ‘ “relating to
the legal rights and duties of the respective parties” within the meaning of
Code of Civil Procedure section 1060.’ [Citation.]” (City of Gilroy v.
Superior Court (2023) 96 Cal.App.5th 818, 834.)
The Karimi Parties seek declaratory relief as to certain
rights under the Lease. In particular, the Karimi Parties seek declaratory that
(a) the purported PSP delivered was not compliant and Karimi properly exercised
his right to terminate the Lease under Section 20.1; or, in the alternative,
(b) that Karimi properly exercised his right under Section 2.6 of Exhibit C of
the Lease to reject the PSP and terminate the Lease; or, in the alternative,
(c) that the Lease was terminated and/or the commencement date of the Lease has
not yet occurred. (FACC ¶ 89.)
The Court previously concluded that the Lease terminated no
later than December 21, 2021. No party contends that the Lease is still in
force. Furthermore, the Karimi Parties had already vacated the premises at the
time that this action was filed. The declaratory relief sought is therefore
solely retrospective, and would not pertain to the parties’ prospective rights.
The Karimi Parties contend that declaratory relief was
necessary at the time that this action was filed because “Karimi wanted to
pursue plans for its surgery center elsewhere, but it could not afford to do so
with the risk of [Plaintiff’s] claims hanging over its head. As such, Karimi
needed to know whether it was or was not obligated under the Lease with
[Plaintiff]. Without that answer, Karimi could not pursue a different lease,
and its ability to build and operate a surgery center was on hold.” (Reply at
p. 2:5-9.) The source of this uncertainty was that “[Plaintiff] sought to keep
Karimi on the hook for the duration of the Lease ‘for a minimum of
$1,707,000.00[’].” (Reply at p. 2:4-5.) In other words, the Karimi Parties
wanted to know whether Plaintiff had a viable claim against them – not what conduct they were prospectively obligated to engage in. Thus, this is not a
valid claim for a forward-looking declaration of rights, and the Karimi Parties
cannot prevail on their claim.
Furthermore, the
Court notes that the mechanism for determining whether Plaintiff had valid
claim against the Karimi Parties was the litigation of those claims – which the
Karimi Parties did in fact engage in, and did in fact succeed in when they
obtained summary judgment. The Karimi Parties now know what their legal
exposure is because they have successfully eliminated it. For this reason,
declaratory relief would also be moot.
The Court therefore
denies Defendants’ motion for judgment on the pleadings.