Judge: Loren G. Freestone, Case: 37-2023-00053078-CU-BC-CTL, Date: 2024-03-01 Tentative Ruling

SUPERIOR COURT OF CALIFORNIA,

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HALL OF JUSTICE

TENTATIVE RULINGS - February 29, 2024

03/01/2024  10:30:00 AM  C-64 COUNTY OF SAN DIEGO

JUDICIAL OFFICER:Loren G. Freestone

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Civil - Unlimited  Breach of Contract/Warranty Demurrer / Motion to Strike 37-2023-00053078-CU-BC-CTL TRINH VS LA JOLLA RACQUET CLUB CONDOMINIUM OWNER'S ASSOCIATION INC CAUSAL DOCUMENT/DATE FILED:

TENTATIVE RULING Defendants La Jolla Racquet Club Condominium Owners Association Inc., Paul Yeargin, Bryan Blank, Harrison Robbs, and Stephanie Emerson's demurrer to Plaintiff Duc Trinh's complaint is SUSTAINED IN PART and OVERRULED IN PART as set forth below.

Defendants' motion to strike portions of Trinh's complaint is DENIED.

Preliminary Matters Trinh's oppositions were untimely filed. However, Defendants filed replies addressing the merits. The court will therefore exercise its discretion and consider the oppositions. (See Gonzalez v. Santa Clara County Dept. of Social Services (2017) 9 Cal.App.5th 162, 168.) Defendants' request for judicial notice of the LJRCCOA CC&Rs is granted. (See River's Side at Washington Square Homeowners Association v. Superior Court (2023) 88 Cal.App.5th 1209, 1220, fn. 3 ['a court may properly take judicial notice of recorded CC&Rs when ruling on a demurrer'].) Defendants' request for judicial notice of a 'Deed to Unit A24 within the Association,' purportedly attached to the request as Exhibit B, is denied. Exhibit B is blank. (See Cal. Rules of Court, rule 3.1306(c) ['A party requesting judicial notice of material under Evidence Code sections 452 or 453 must provide the court and each party with a copy of the material']; Evid. Code, § 453 [party requesting judicial notice must furnish the court with 'sufficient information to enable it to take judicial notice of the matter'].

Defendants' request for judicial notice of a durable power of attorney by Quoc Nguyen appointing Duc Trinh as his attorney in fact is denied. The document is already attached as an exhibit to the complaint, and therefore judicial notice is unnecessary. (See Paul v. Patton (2015) 235 Cal.App.4th 1088, 1091.) Demurrer Defendants demur to the sole cause of action for breach of contract on the basis that (1) Trinh lacks standing to sue, (2) there has been no breach of contract and the case is moot, and (3) the individual board members are improperly named as defendant. The court addresses each argument in turn.

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3077907  47 CASE NUMBER: CASE TITLE:  TRINH VS LA JOLLA RACQUET CLUB CONDOMINIUM OWNER'S  37-2023-00053078-CU-BC-CTL No Standing Defendants assert that 'California case law is consistent that non-owners do not have legal standing to sue an association.' As support, Defendants cite Martin v. Bridgeport Community Association Inc.

(2009) 173 Cal.App.4th 1024.) In Martin, the court held that a married couple (the Martins) living within a home owned by a different married couple (the Petersons) could not sue the homeowners' association for the community (Bridgeport) for breach of contract. However, the fact the Martins did not own the property was not the sole dispositive issue. Rather, the problem with the contract claims was that the allegations showed 'the Martins were not parties to the Agreement' at issue and merely negotiated the agreement 'on behalf of the Petersons.' (See Martin, supra, 173 Cal.App.4th at pp. 1033–1034.) Defendants assert that this case is like Martin because a grant deed shows the property is owned by non-party Quoc Nguyen, not Trinh. As noted above, Defendants' request for judicial notice of the purported deed is denied.

Even assuming Trinh does not own Unit A24, that fact does not preclude him from suing for breach of contract. Unlike Martin, Trinh signed the 'Confidential Settlement Agreement and Release' not only in his capacity as attorney-in-fact for Nguyen, but also on his own behalf. In consideration for LJRCCOA bringing the unit's delinquent assessment account to a zero balance, Trinh agreed to dismiss his then-pending lawsuit against Yeargin. As a party to the contract, Trinh has standing to sue for its breach. The demurrer on this ground is therefore overruled.

No Breach/Case is Moot Defendants assert that there was no breach of contract and that the case is moot because the 'account has in fact been zeroed out and the Association has upheld its end of the bargain.' In ruling on a demurrer, 'the facts alleged in the pleading are deemed to be true, however improbable they may be.' (Hacker v. Homeward Residential, Inc. (2018) 26 Cal.App.5th 270, 280.) Here, the complaint alleges that 'Defendants have failed to bring the Plaintiff's delinquent assessment account to a zero balance ($0.00) as of July 31, 2023, as required under Paragraph 2 of the attached agreement.' The complaint further alleges that 'Plaintiff's assessment remains in a state of delinquency.' Defendants cannot dispute these facts by way of a demurrer. The demurrer on this ground is therefore also overruled.

Improper Individual Defendants The individual defendants argue that they are not parties to the 'Confidential Settlement Agreement and Release' and therefore cannot be held liable for its alleged breach.

'Under California law, only a signatory to a contract may be liable for any breach.' (Clemens v. American Warranty Corp. (1987) 193 Cal.App.3d 444, 452; see Burnett v. Chimney Sweep (2004) 123 Cal.App.4th 1057, 1071.) And when the signatory is signing on behalf of a corporation, only the corporation may be liable for any breach. (See Sackett v. Wyatt (1973) 32 Cal.App.3d 592, 597; Carlesimo v. Schwebel (1948) 87 Cal.App.2d 482, 486–487.) The agreement states it is entered into 'by and between: (1) Quoc Nguyen ('Nguyen'), by and through Duc Ly Trinh, his attorney in fact; (2) Duc Ly Trinh ('Trinh'), on his behalf; and (3) Sally Y. Ly ('Ly') on her behalf, on the one hand, and La Jolla Racquet Club Condominium Owners' Association, Inc.

('Association') on the other hand.' Bryan Blank, Harrison Robbs, and Stephanie Emerson are not parties to the agreement. Their names Calendar No.: Event ID:  TENTATIVE RULINGS

3077907  47 CASE NUMBER: CASE TITLE:  TRINH VS LA JOLLA RACQUET CLUB CONDOMINIUM OWNER'S  37-2023-00053078-CU-BC-CTL do not even appear anywhere in the agreement. As such, there is no basis for stating a breach of contract claim against them. The demurrer as to them is therefore sustained.

Paul Yeargin is also not a party to the agreement. Although he signed the agreement, he only did so as 'President' on behalf of LJRCCOA. As such, there is no basis for stating a breach of contract claim against him individually. The demurrer as to him is therefore also sustained.

Motion to Strike Defendants move to strike the prayer for 'damages' from paragraph 10 of the complaint. Defendants argue that even if the assessment account was not zeroed out as required by the settlement agreement, Trinh was not damaged because he is not the owner of the unit and not responsible for the account.

When a plaintiff proves a breach of contract, but is unable to prove actual names, 'nominal damages are available.' (Midland Pacific Building Corp. v. King (2007) 157 Cal.App.4th 264, 275; Civ. Code, § 3360.) As noted above, Defendants' request for judicial notice of the purported deed is denied. But even if Trinh is not the owner and is otherwise unable to establish actual damages, he would be entitled to at least recover nominal damages upon a showing of breach. The motion to strike is therefore denied.

Conclusion The demurrer is overruled as to LJRCCOA.

The demurrer is sustained as to Yeargin, Blank, Robbs, and Emerson. Trinh's request for leave to amend to state other potentially viable claims against these individuals is granted.

The motion to strike is denied.

Trinh is granted 10 days leave to amend.

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