Judge: Joseph Lipner, Case: 23STCV19938, Date: 2025-01-07 Tentative Ruling
Case Number: 23STCV19938 Hearing Date: January 7, 2025 Dept: 72
SUPERIOR COURT OF CALIFORNIA
COUNTY OF LOS ANGELES
DEPARTMENT 72
TENTATIVE
RULING
|
BANDAR ENTERPRISES LLC, Plaintiff, v. BZD LABS, LLC, et al., Defendants. |
Case No:
23STCV19938 Hearing Date: January 7, 2025 Calendar Number: 8 |
Plaintiff Bandar Enterprises, LLC (“Plaintiff”), by and
through its Court-appointed receiver William M. Holland (“Receiver”), moves for
summary judgment against Defendant BZD Labs, LLC (“Defendant”) on the
Complaint.
The Court DENIES the motion for summary judgment.
The Court GRANTS the motion for summary adjudication as to
the first and second claims.
The Court DENIES the motion for summary adjudication as to
the third and fourth claims.
This is a contract case. The following facts are taken from
Plaintiff’s separate statement. Defendant did not submit an opposition or
separate statement. The Court makes all reasonable inferences in favor of the
nonmoving party.
On December 14, 2021, Plaintiff and Defendant entered into a
Master Agreement for Reference Laboratory Services (the “Agreement”), under
which Plaintiff agreed to perform certain reference laboratory services for
Defendant. (Undisputed Fact (“UF”) 1; Holland Decl., Ex. A.) Pursuant to
Section 3 of the Agreement, Defendant was to pay Plaintiff for services as
provided based on invoices provided by Plaintiff every seven days. (UF 2.) The
weekly invoices had a split payment due date, with 25 percent due the following
day and the remaining 75 percent due four weeks and one day later. (UF 2.) Late
fees were to be assessed 5 days after the due date on the amount past due only,
at a rate of 5 percent per month. (UF 2.) The Agreement provided that failure
to make payments on time would constitute a material breach of the Agreement.
(UF 3.)
Plaintiff performed under the Agreement and tested
approximately 14,358 specimen samples at a rate of $35.00 per test. (UF 4.)
Defendant failed to make the required payments in the amount of $502,530.00 for
the sample testing that Plaintiff conducted under the Agreement. (UF 5.)
Plaintiff sent Defendant a demand letter, but Defendant failed to cure the
defaults. (UF 6.) To date, Defendant has not paid the amounts owing to
Plaintiff under the Agreement. (UF 7.)
Plaintiff filed this
action on August 18, 2023, raising claims for (1) breach of contract; (2)
restitution/unjust enrichment; (3) breach of implied covenant of good faith and
fair dealing; and (4) declaratory relief.
On June 7, 2024,
Plaintiff moved for summary judgment, noticed for the hearing date of August
22, 2024.
On August 14, 2024, the
Court stayed this action and took the summary judgment motion off-calendar,
subject to rescheduling if the stay was lifted.
On October 9, 2024, the
Court lifted the stay on this case.
On October 16, 2024,
Plaintiff re-noticed its motion for summary judgment for the hearing date of
January 7, 2025.
No party has filed an
opposition.
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., supra, 25 Cal.4th at p. 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].)
“On a motion for summary
judgment, the initial burden is always on the moving party to make a prima
facie
showing that there are no triable issues of material fact.” (Scalf v. D. B.
Log Homes, Inc. (2005) 128 Cal.App.4th 1510, 1519.)
“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).)
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 [opposing party]
cannot do so, summary judgment should be granted.” (Avivi v. Centro Medico
Urgente Medical Center (2008) 159 Cal.App.4th 463, 467.)
The elements of a claim for breach of
contract are “(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.)
If a breach of
contract claim “is based on alleged breach of a written contract, the terms
must be set out verbatim in the body of the complaint or a copy of the written
agreement must be attached and incorporated by reference.” (Harris v. Rudin, Richman & Appel (1999)
74 Cal.App.4th 299, 307.) In some circumstances, a plaintiff may also “plead
the legal effect of the contract rather than its precise language.” (Construction Protective Services, Inc. v.
TIG Specialty Ins. Co. (2002) 29 Cal.4th 189, 198-199.)
Plaintiff has provided undisputed evidence that the parties
entered the Agreement, that Plaintiff performed tests under the Agreement
pursuant to Defendant’s requests, and that Defendant failed to make payments
owed to Plaintiff under the Agreement. Plaintiff
has demonstrated that Defendant failed to pay Plaintiff $502,530.00. Defendant
has provided no evidence disputing these facts. Plaintiff is therefore entitled
to summary adjudication on this claim.
The Court grants summary adjudication on this claim.
“The elements for a claim of unjust enrichment are receipt
of a benefit and unjust retention of the benefit at the expense of another. The
theory of unjust enrichment requires one who acquires a benefit which may not
justly be retained, to return either the thing or its equivalent to the
aggrieved party so as not to be unjustly enriched.” (Lyles v. Sangadeo-Patel (2014) 225 Cal.App.4th 759, 769, quotation
marks and citations omitted.)
Notably, “[u]njust enrichment is not a cause of action”; it
is simply “a restitution claim.” (Hill v.
Roll International Corp. (2011) 195 Cal.App.4th 1295, 1307; see also Melchior v. New Line Productions, Inc. (2003)
106 Cal.App.4th 779, 793 [“there is no cause of action in California for unjust
enrichment”].)
Plaintiff has provided undisputed evidence that the parties
entered the Agreement, that Plaintiff performed tests under the Agreement
pursuant to Defendant’s requests, and that Defendant failed to make payments
owed to Plaintiff under the Agreement. Defendant has therefore retained the
benefit of the tests provided by Plaintiff without compensating Plaintiff. Defendant
has provided no evidence disputing these facts. Plaintiff is therefore entitled
to summary adjudication on this claim.
The Court grants summary adjudication on this claim.
“A breach of the implied covenant of good faith and fair
dealing involves something beyond breach of the contractual duty itself and it
has been held that bad faith implies unfair dealing rather than mistaken
judgment.” (Careau & Co. v. Security
Pacific Business Credit, Inc. (1990) 222 Cal.App.3d 1371, 1394.) “If the
allegations do not go beyond the statement of a mere contract breach and,
relying on the same alleged acts, simply seek the same damages or other relief
already claimed in a companion contract cause of action, they may be
disregarded as superfluous as no additional claim is actually stated … [T]he
only justification for asserting a separate cause of action for breach of the
implied covenant is to obtain a tort recovery.” (Id. at pp. 1394-1395.) To recover in tort for breach of the implied
covenant, the defendant must “have acted unreasonably or without proper cause.”
(Id. at p. 1395 [citations and
italics omitted].)
Here, the facts presented do not go beyond mere breach of
contract. Although Defendant failed to pay the outstanding amounts in spite of
Plaintiff’s demand letter, Plaintiff has not provided facts directly showing
bad faith on Defendant’s part.
The Court therefore denies summary adjudication on this
claim.
Plaintiff seeks a declaration of its right to collect the
amount of $502,530.00 owing to it under the contract.
The Court denies summary adjudication on this claim for two
reasons. First, this claim seeks determination of identical issues raised in
Plaintiff’s breach of contract claim. This issue has already been determined in
Plaintiff’s favor in the context of the summary adjudication of Plaintiff’s
first claim. Second, this claim involves only past wrongs, and does not seek to
clarify the parties’ rights and duties under the Agreement prospectively.
The Court therefore denies summary adjudication on this
claim.