Judge: Joseph Lipner, Case: 23STCV24992, Date: 2024-05-16 Tentative Ruling

Case Number: 23STCV24992    Hearing Date: May 16, 2024    Dept: 72

SUPERIOR COURT OF CALIFORNIA

COUNTY OF LOS ANGELES

DEPARTMENT 72

TENTATIVE RULING

Plaintiffs Pineapple Ventures, Inc. (“Ventures”) and Pineapple Consolidated, Inc. (“Consolidated”) (collectively, “Plaintiffs”) move to compel Defendant Joshua Eisenberg to execute certain documents pursuant to a settlement agreement in this case. Plaintiffs also request $17,755.64 in costs and attorney’s fees.

The Court GRANTS Plaintiffs’ motion to enforce the settlement.

The Court GRANTS Plaintiffs’ request for attorney’s fees and costs in the amount of $17,755.64. Eisenberg shall pay this amount to Plaintiff’s counsel within 30 days of the issuance of this order.

Background

Plaintiff filed this action on October 12, 2023 against Defendants Eisenberg and PNPLXPRESS, Inc. (“PXI”) (collectively, “Defendants”), raising claims for (1) breach of contract; (2) breach of covenant of good faith and fair dealing; (3) unfair business practices; (4) injunctive relief; (5) declaratory relief; (6) commercial misappropriation of name and likeness; (7) common law misappropriation; (8) interference with contractual relations; and (9) unfair competition and false advertising.

On January 30, 2024, the Court dismissed this action pursuant to a settlement (the “Settlement”) between the parties.  The parties memorialized the settlement in a written agreement (the “Settlement Agreement”)

On April 8, 2024, Plaintiffs filed this motion. Defendants filed an opposition and Plaintiffs filed a reply.

Legal Standard

“If parties to pending litigation stipulate, in a writing signed by the parties outside of the presence of the court or orally before the court, for settlement of the case, or part thereof, the court, upon motion, may enter judgment pursuant to the terms of the settlement. If requested by the parties, the court may retain jurisdiction over the parties to enforce the settlement until performance in full of the terms of the settlement.” (Code Civ. Proc. § 664.6, subd. (a).)

“In any action on a contract, where the contract specifically provides that attorney’s fees and costs, which are incurred to enforce that contract, shall be awarded either to one of the parties or to the prevailing party, then the party who is determined to be the party prevailing on the contract, whether he or she is the party specified in the contract or not, shall be entitled to reasonable attorney’s fees in addition to other costs.” (Civ. Code § 1717, subd. (a).)

“The court, upon notice and motion by a party, shall determine who is the party prevailing on the contract for purposes of this section, whether or not the suit proceeds to final judgment. Except [where an action has been voluntarily dismissed or dismissed pursuant to a settlement of the case], the party prevailing on the contract shall be the party who recovered a greater relief in the action on the contract. The court may also determine that there is no party prevailing on the contract for purposes of this section.” (Civ. Code § 1717, subd. (b).)

Discussion

            The Court quotes several relevant provisions of the Settlement Agreement below. For the sake of readability, the Court uses the names “Eisenberg” and “Ortega” with their regular spelling, rather than in all caps as in the Settlement Agreement. 

The Settlement Agreement requires that Eisenberg execute “any corporate governance agreements, regulatory documents, and/or other definitive agreements that may be required to cancel his interest in PXI in favor of a new majority owner.” (Feinstein Decl., Ex. A (“Settlement Agreement”), § 3.4.) It further provides that Eisenberg shall

fully cooperate in the replacement of himself as the majority owner upon PXI’s application for provision licensing renewal and the annual permit application through the Department of Cannabis Control (DCC), inclusive of execution of any corporate governance agreements, regulatory documents, and/or other definitive agreements that may be required to cancel his interest in PXI in favor of a new majority owner.  [Consolidated] and/or [Jaime] Ortega shall cause PXI to apply for prenewal provisional licensing substituting out Eisenberg as the social equity licensee in favor of a new social equity licensee for PXI on or before March 31, 2024 and shall provide a copy of the application to Eisenberg within one (1) calendar day of the filing.

(Settlement Agreement, § 3.4.A.)  Importantly for purposes of this motion, the Settlement Agreement states:  “The transfer paperwork shall be prepared and filed for PXI with the DCC and LADCR in [Consolidated’s] and Ortega’s absolute discretion but with Eisenberg’s absolute cooperation without further input from Eisenberg.”  (Settlement Agreement, § 3.4.E., emphasis added)  “Once the transition is complete with the LADCR and DCC, Eisenberg shall retain the right to apply for a new cannabis license under a different corporate entity and in a location that does not compete with the current location.”  (Ibid.)

            Parties to the Settlement are entitled to seek specific performance. (Settlement Agreement, § 9.) The Settlement Agreement is completely integrated and cannot be altered orally. (Settlement Agreement, § 10.)

            Plaintiff sent Eisenberg several documents required by the California Department of Cannabis Control (“DCC”) and the City of Los Angeles Department of Cannabis Regulation (“DCR”). Eisenberg refused to complete the forms.

            Defendants attempt to introduce extrinsic evidence to argue that there is a better way to transfer the cannabis license. However, Defendants do not contend that the Settlement is ambiguous.  Moreover, the Settlement is an integrated agreement.

            The Settlement is unambiguous. Eisenberg does not have discretion to suggest an alternate process for the transfer under the Settlement. Whether a better process exists is not material – the parties have agreed that Plaintiffs shall control the means of the license transfer. 

            Eisenberg does not ground any of his arguments in the contract language.  He does not explain how his assertions can be squared with the contract language.  He does not explain how he could prevail in his desire for a different transfer mechanism when the contract expressly states that the transfer paperwork shall be in Consolidated’s “absolute discretion but with Eisenberg’s absolute cooperation without further input from Eisenberg.”  (Settlement Agreement, § 3.4.E.)

            The Court grants Plaintiffs’ motion to compel compliance.

            Attorney’s Fees and Costs

The Settlement provides for attorney’s fees and costs on enforcement. Plaintiffs request $17,755.64 in costs and fees.

Plaintiffs request hourly rates of $842.66 for Andrew Holmes and $726.28 for Patrick Chesney. The Court finds these rates to be reasonable based on counsels’ experience.

Plaintiffs request 18.9 hours for Holmes and 2.4 hours for Chesney. The Court finds these time expenditures to be reasonable.

Plaintiffs request $86.30 in costs related to the motion and reply. The Court finds these costs to be reasonable.

The Court grants Plaintiffs’ request for costs and fees in full.