Judge: Maurice A. Leiter, Case: 21STCV08388, Date: 2022-08-10 Tentative Ruling

Case Number: 21STCV08388    Hearing Date: August 10, 2022    Dept: 54

Hearing Date: August 10, 2022

Department 54, Judge Maurice A. Leiter

(2) Cross Motions for Summary Judgment, or in the alternative, Motions for Summary Adjudication

T/R:     CENTURY PARK’S MOTION FOR SUMMARY JUDGMENT IS GRANTED.

GIBBS GIDEN’S MOTION FOR SUMMARY JUDGMENT IS DENIED.

CENTURY PARK TO NOTICE.

If the parties wish to submit on the tentative, please email the courtroom at¿SMCdept54@lacourt.org¿with notice to opposing counsel (or self-represented party) before 8:00 am on the day of the hearing.

            The Court considers the moving papers, opposition, and reply.

BACKGROUND

On March 3, 2021, Plaintiffs Gibbs Giden Locher Turner Senet & Wittbrodt LLP, et al. sued Defendant Century Park, asserting causes of action for (1) declaratory relief; (2) breach of written contract; (3) unjust enrichment; and (4) money had and received. On April 9, 2021, Century Park filed a cross-complaint for breach of contract and guaranty.

On June 1, 2013, Gibbs Giden, as tenant, and Century Park, as landlord, agreed to a 10-year lease for commercial space. In March 2020, state and local governments issued stay-at-home orders in response to the COVID-19 pandemic. For the next year-plus, from April 2020 to March 2021, Gibbs Giden paid Century Park only half the usual monthly rent.

Gibbs Giden alleges it had no obligation to pay any rent at all during this period; it seeks the return of the half-rent it paid. Century Park claims Gibbs Giden was obligated to pay the full rent; it seeks the unpaid rent.

EVIDENCE OBJECTIONS

“In granting or denying a motion for summary judgment or summary adjudication, the court need rule only on those objections to evidence that it deems material to its disposition of the motion.” (CCP § 437c(q).) Gibb’s Giden’s objections to the declarations of Gina Guarino and Norman Levine are OVERRULED.

ANALYSIS

“In moving for summary judgment, a ‘plaintiff . . . has met’ his ‘burden of showing that there is no defense to a cause of action if’ he ‘has proved each element of the cause of action entitling’ him ‘to judgment on that cause of action.’”  (Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 849 (as modified (July 11, 2001).)  As to each claim as framed by the complaint, the defendant moving for summary judgment must satisfy the initial burden of proof by presenting facts to negate an essential element, or to establish a defense. (CCP § 437c(p)(2).)

Once the moving party has met that burden, the burden shifts to the responding party to show that a triable issue of one or more material facts exists as to the cause of action or a defense thereto.  (CCP § 437c(p)(1).)  “There is a triable issue of material fact if, and only if, the evidence would allow a reasonable trier of fact to find the underlying fact in favor of the party opposing the motion in accordance with the applicable standard of proof.”  (Aguilar, supra, 25 Cal.4th at 850.) 

Century Park and Gibbs Giden both move for summary judgment of Gibbs Giden’s complaint and Century Park’s cross-complaint.

A. Century Park’s Motion for Summary Judgment, or in the alternative, Motion for Summary Adjudication

1. Gibbs Giden’s Complaint

Century Park moves for summary judgment on both Gibbs Giden’s complaint and its cross-complaint on the ground that the lease obligates Gibbs Giden to pay the full amount of rent. Century Park argues that, contrary to Gibbs Giden claim, Section 8.2 of the lease does not allow for an abatement of rent because of the stay-at-home orders.[1]

Section 8.2 provides:

Notwithstanding anything in this Lease to the contrary, in the event of an interruption in essential services to the Premises (defined for these purposes as the failure to provide HVAC service, electrical service, elevator service, water or restroom facilities) or Tenant's access to Premises is materially impaired, and such interruption or impairment continues for a period of five (5) consecutive business days or twenty (20) days in any one calendar year, Tenant shall be entitled to an abatement of Rent for the period that such services are not provided where such interruption or impairment materially interferes with the normal business conduct of Tenant in the Premises. . . .

            Century Park asserts that this section does not relieve Gibbs Giden of rent payments because there was no interruption of essential services, and Gibbs Giden was not denied access to the premises. Century Park provides evidence showing it maintained all essential services. It also submits evidence showing Gibbs Giden had access and in fact did access the building throughout the relevant period. (UMF ¶¶ 12, 24.) In opposition, Gibbs Giden argues that its access to the building was “materially impaired” by the state and local stay-at-home orders. Gibbs Giden asserts this entitles it to an abatement.

            The interpretation of this section hinges on the definition and intended meaning of impairment to “access.” Century Park argues that in this context “access” means the physical ability to enter the premises. Gibbs Giden argues that “access” means the ability to use and occupy the premises the way it regularly used and occupied them before the pandemic.

            “The fundamental rules of contract interpretation are based on the premise that the interpretation of a contract must give effect to the ‘mutual intention’ of the parties.” (Waller v. Truck Ins. Exchange, Inc. (1995) 11 Cal.4th 1, 18.) “Such intent is to be inferred, if possible, solely from the written provisions of the contract.” (Id.) A “provision will be considered ambiguous when it is capable of two or more constructions, both of which are reasonable.” (Id.) When ambiguity is found, the Court looks to parol evidence to determine the parties’ intentions. (Winet v. Price (1992) 4 Cal.App.4th 1159, 1165.) “…[W]hen no parol evidence is introduced (requiring construction of the instrument solely based on its own language) or when the competent parol evidence is not conflicting, construction of the instrument is a question of law…” (Id. at 1166.)

The word “access” is reasonably susceptible to different interpretations. It could be interpreted narrowly (physical access to enter the premises) or broadly (the ability to use the premises in the usual way.) The parties do not provide parol evidence showing what the parties intended when they adopted Section 8.2. Indeed, there is no evidence the parties ever discussed Section 8.2 or the meaning of “access” when negotiating the lease. Gibbs Giden presents the declaration of William Lochner, who states he was involved in the negotiations of the lease in 2013. (Decl. Lochner ¶ 7.)  Lochner says “the lease was prepared based on the terms of a prior form lease that Century Park had used.” (Id.) Lochner makes no specific reference to section 8.2.

As the parties do not present parol evidence, the interpretation of “access” is a question of law for the Court to determine. The Court looks to the plain meaning of the language and the language in the “context of that instrument as a whole, and in the circumstances of that case…” (Waller, supra 11 Cal.4th at 18.)

A commercial lease sets forth the respective rights and responsibilities of the lessor and the lessee. The landlord’s duties generally include permitting the tenant to access and use the space and maintaining the premises to whatever extent the parties agree. The tenant’s responsibilities are to pay rent and maintain the premises as required. Consistent with these general principles, Section 8.2 allows an abatement of rent if utilities or services are cut off, or if the tenant cannot access the leased space, for the stated periods of time. Nothing in Section 8.2, or in the lease generally, suggests that impairment to access means something broader than, and unrelated to, physical access to the premises, such as a government stay-at-home order preventing employees from coming to work.  As noted, it is undisputed that physical access to the building was not impaired, and services were uninterrupted.

Section 8.2 does not excuse Gibbs Giden from paying rent because its personnel could not come to the office during part of the pandemic. Gibbs Giden had physical access to the premises throughout the stay-at-home period; Century Park fulfilled its obligations under the lease. Gibbs Giden is not entitled to rent abatement.

Century Park has met its burden of establishing there are no triable issues of fact as to Gibbs Giden’s complaint. Gibbs Giden has failed to meet its burden of showing a triable issue of fact. Century’s Park’s motion for summary judgment of Gibbs Giden’s complaint is GRANTED.

2. Century Park’s Cross-Complaint

            Century Park asserts that Gibbs Giden breached the lease agreement by failing to tender the full rent during the subject time period. As discussed, Gibbs Giden was not entitled to rent abatement; it was obligated to pay full rent under the lease. Century Park is entitled to judgment on its cause of action for breach of contract.

            Century Park also is entitled to judgment on its cause of action for guaranty. The parties do not dispute that the individual plaintiffs agreed to guarantee sixth months of rent payments.

            Century Park’s motion for summary judgment of its cross-complaint is GRANTED.

B. Gibbs Giden’s Motion for Summary Judgment, or in the alternative, Motion for Summary Adjudication

            For the reasons discussed above, Gibbs Giden’s motion for summary judgment of the complaint and cross-complaint is DENIED.