Judge Keri G. Katz, Case 37-2021-00012017-CU-BC-CTL 2023-09-15 Tentative Ruling

Judge: Keri G. Katz, Case: 37-2021-00012017-CU-BC-CTL, Date: 2023-09-15 Tentative Ruling

SUPERIOR COURT OF CALIFORNIA,

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HALL OF JUSTICE

TENTATIVE RULINGS - September 14, 2023

09/15/2023 08:30:00 AM C-74 COUNTY OF SAN DIEGO

JUDICIAL OFFICER:Keri Katz

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Civil - Unlimited Breach of Contract/Warranty Motion Hearing (Civil) 37-2021-00012017-CU-BC-CTL BRIDGE CALIFORNIA LLC VS OMNINET MISSION CENTERVIEW LLC [IMAGED] CAUSAL DOCUMENT/DATE FILED:

The court addresses the evidentiary issues. Defendant Omninet Mission Centerview, LLC and Omninent Mission Center, LLC's and Plaintiff Bridge California, LLC's requests for judicial notice are GRANTED. While the court may take judicial notice of the existence of a document, it does not take judicial notice of its interpretation. (See C.R. v. Tenet Healthcare Corp. (2009) 169 Cal.App.4th 1094, 1104 ('the general rule is that the truthfulness and interpretation of a document's contents are disputable').

The court then rules as follows. Defendants Omninet Mission Centerview, LLC and Omninent Mission Center, LLC's motion for judgment on the pleadings as to all the claims in Plaintiff's second amended complaint ('Motion') is Denied.

Plaintiff's second amended complaint ('SAC') for breach of contract, declaratory relief and anticipatory breach of contract, alleges that Defendants, in violation of the terms of the CC&R's, unreasonably denied its request for approval of its redevelopment plan for Lot B ('Project'), acted in bad faith in order to maintain exclusive access to the parking areas in the Commercial Center during weekday business hours, and that the 'No Liability' provision of the CC&Rs is procedurally and substantively unconscionable and therefore not enforceable. Plaintiff has further alleged that Defendants' conduct has prevented Plaintiff from proceeding with its Project resulting in the loss of use and profits from the property and diminution in its value.

Defendants' Motion argues that Plaintiff cannot state a claim for any of its causes of action and they are entitled to judgment on the pleadings because: (1) they were entitled to refuse Plaintiff's redevelopment plan under the terms of CC&Rs; and (2) Plaintiff fails to state facts sufficient to establish procedural or substantive unconscionability of the terms of the CC&Rs.

In ruling on a motion for judgment on the pleadings the court considers the allegations of the challenged pleading and may also consider matters that are subject to judicial notice. (Smiley v. Citibank (1995) 11 Cal.4th 138, 146.) On a motion for judgment on the pleadings, the pleading is liberally construed and its allegations are given an objectively reasonable interpretation. (Davis v. Fresno Unified School District (2020) 57 Cal.App.5th 911, 926.) Bezirdjian v. O'Reilly (2010) 183 Cal.App.4th 316 explains that 'judgment on the pleadings must be denied where there are material factual issues that require evidentiary resolution.' (Bezirdjian, 183 Cal.App.4th at 322.).

It is improper for a court to sustain a judgment on the pleadings where the allegations adequately state a cause of action under any legal theory.' (Cellular Plus, Inc. v. Superior Court (1993) 14 Cal.App.4th Calendar No.: Event ID: TENTATIVE RULINGS

2992742 3 CASE NUMBER: CASE TITLE: BRIDGE CALIFORNIA LLC VS OMNINET MISSION CENTERVIEW 37-2021-00012017-CU-BC-CTL 1224, 1231.) Ordinarily, a motion for judgment on the pleadings 'does not lie as to a portion of a cause of action, and if any part of a cause of action is properly pleaded the motion should be denied. (Fire Ins.

Exchange v. Superior Court (2004) 116 Cal.App.4th 446, 452.) The court should grant judgment on the pleadings only if the facts alleged in the complaint, liberally construed, are insufficient to constitute any cognizable cause of action. The court is not persuaded that this standard is satisfied here.

As a preliminary matter, Defendants fail to identify any deficiency in Plaintiff's claim for declaratory relief to warrant judgment on the pleadings.

'In an action for declaratory relief the complaint is sufficient if it sets forth facts showing the existence of an actual controversy relating to the legal rights and duties of the respective parties under a contract and requests that the rights and duties be adjudged.' (City of Tiburon v. Northwestern Pac. R. Co. (1970) 4 Cal.App.3d 160, 170.) It is clear from Plaintiff's allegations and the papers submitted by the Parties that an actual controversy exists regarding the legal rights and duties of the Parties under the CC&Rs. (SAC, ¶¶ 9-24).

Further, as previously addressed in the court's ruling on Defendants' demurrer to Plaintiff's SAC, there remain factual issues as to whether Defendants' conduct of withholding approval was 'unreasonable' under the terms of the CC&Rs and therefore Defendants are not entitled to judgment on the pleadings for Plaintiff's three causes of action stemming from the interpretation of the CC&Rs.

According to article 2.2(a) of the CC&Rs, Defendants are prohibited from 'unreasonably' withholding their approval of Plans. While that article also provides that 'it shall be reasonable for the Major Owner to withhold its approval if Plans and Specifications reflect a material deviation from the Site Plan (other than an increase in Building Area as and to the extent permitted by this Agreement), or otherwise fail to conform to the requirements of this Agreement,' this does not definitively establish whether Defendants' withholding of their approval was 'reasonable.' This is because there remain factual issues as to whether Plaintiff's plans constitute a 'material deviation' or 'fail to conform' to the CC&Rs and therefore Defendants are not entitled to judgment on the pleadings.

In this case, Plaintiff has adequately set forth sufficient allegations to support causes of action for breach of contract and anticipatory breach of contract, including: the existence of a contract (SAC, ¶¶ 9, 12-14, 18-21, 30, 33, 42); Defendants' breach or anticipated breach of the contract (SAC, ¶¶ 31-32, 34-35, 43-44); and resulting damages (SAC, ¶¶ 40, 46). Further, Plaintiff has alleged misconduct on the part of Defendants that if proven would render the damage waiver unenforceable. (SAC, ¶¶ 31, 36).

Thus, Plaintiff has sufficiently pled its causes of action and Defendants' motion for judgment on the pleadings is denied.

If this tentative ruling is confirmed, the Minute Order will be the final order of the court and the parties shall not submit any further order on this motion.

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