Judge Michael E. Whitaker, Case Number: SC127147, Date: 2025-02-26 Tentative Ruling

This case arises over disputes concerning the construction of an apartment complex in Marina Del Rey.

This case began on February 28, 2017, when Plaintiff Advanced Geosolutions, Inc. (“AGI”) brought suit against Defendant Western National Builders (“WNB”) the general contractor for the project and AMLI 4242 Via Marina LLC (“AMLI”) the owner for the project.[1] The case involves over a dozen consolidated cases and cross-complaints brought by and against the various subcontractors for the project.

On December 17, 2021, AMLI filed a cross-complaint against WNB alleging, among other things, corrosion to the railing work installed at the property.

WNB in turn filed its own cross-complaint. On August 5, 2022, WNB filed the operative Second Amended Cross-Complaint (“SACC”), alleging fifteen causes of action as follows:

The first ten causes of action are alleged against subcontractor cross-defendants, but the eleventh through fifteenth causes of action are alleged only against the AMLI cross-defendants.

On September 13, 2023, Cross-Defendant Railcraft USA (2010), Inc. (“Railcraft”) was named as Roe 2 to WNB’s SACC.

On October 26, 2023, WNB dismissed all its contract-based causes of action against Railcraft, leaving only four causes of action against Railcraft: (3) implied indemnity; (4) equitable indemnity; (5) comparative negligence and contribution; and (8) negligence.

Railcraft now moves for summary judgment on the grounds that “Western National accepted—and never revoked its acceptance of—Railcraft’s railing components. Pursuant to the California Commercial Code, therefore, Western National is barred from any remedy against Railcraft.”

WNB opposes the motion and Railcraft replies. At the initial hearing, the Court noted that WNB had not filed some of the evidence referenced in its Opposition Separate Statement. As such, the Court continued the hearing to permit WNB to submit the referenced evidence it neglected to file, as well as a supplemental reply and/or evidentiary objections addressing the evidence.

Subsequently, WNB submitted the Declaration of Todd P. Knudsen with the evidence, Railcraft filed a “sur-reply” and Supplemental Objections to Evidence.

“[T]he party moving for summary judgment bears the burden of persuasion that there is no triable issue of material fact and that he is entitled to judgment as a matter of law[.] 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 v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 850.) “[T]he party moving for summary judgment bears an initial burden of production to make a prima facie showing of the nonexistence of any triable issue of material fact; if he carries his burden of production, he causes a shift, and the opposing party is then subjected to a burden of production of his own to make a prima facie showing of the existence of a triable issue of material fact.” (Ibid.)

“On a summary judgment motion, the court must therefore consider what inferences favoring the opposing party a factfinder could reasonably draw from the evidence. While viewing the evidence in this manner, the court must bear in mind that its primary function is to identify issues rather than to determine issues. Only when the inferences are indisputable may the court decide the issues as a matter of law. If the evidence is in conflict, the factual issues must be resolved by trial.” (Binder v. Aetna Life Ins. Co. (1999) 75 Cal.App.4th 832, 839 [cleaned up].) Further, “the trial court may not weigh the evidence in the manner of a factfinder to determine whose version is more likely true. Nor may the trial court grant summary judgment based on the court's evaluation of credibility.” (Id. at p. 840 [cleaned up]; see also Weiss v. People ex rel. Department of Transportation (2020) 9 Cal.5th 840, 864 [“Courts deciding motions for summary judgment or summary adjudication may not weigh the evidence but must instead view it in the light most favorable to the opposing party and draw all reasonable inferences in favor of that party”].)

A motion for summary judgment or summary adjudication may be supported by matters of which judicial notice may be taken. (Code Civ. Proc., § 437c, subd. (b)(1).) Here, Railcraft requests judicial notice of the following:

1. The December 14, 2021, Cross-Complaint filed by PPF AMLI 4242 VIA MARINA, LP (“AMLI”) against Western National Builders. A true and correct copy of the AMLI Cross-Complaint is attached to the concurrently filed Index of Exhibits as Exhibit 1.

2. The August 5, 2022 Second Amended Cross-Complaint filed by Western National Builders (“Western National”). A true and correct copy of Western National’s Second Amended Cross-Complaint is attached to the concurrently filed Index of Exhibits as Exhibit 2.

3. The September 13, 2023, Roe Amendment filed by Western National to its Cross-Complaint, adding Railcraft as a Cross-Defendant. A true and correct copy of Western National’s Roe Amendment is attached to the concurrently filed Index of Exhibits as Exhibit 13.

4. The October 26, 2023 dismissal by Western National of its contract-based causes of action against Railcraft, leaving only causes of action against Railcraft for: Implied Indemnity; Equitable Indemnity; Comparative Negligence and Contribution; and Negligence. A true and correct copy of the entered dismissal is attached to the concurrently filed Index of Evidence as Exhibit 14.

Judicial notice may be taken of records of any court in this state. (Evid. Code, § 452, subd. (d)(1).) Because the requested exhibits are all part of the Court’s record for this case, the Court may take judicial notice of them. (Ibid.) However, “while courts are free to take judicial notice of the existence of each document in a court file, including the truth of results reached, they may not take judicial notice of the truth of hearsay statements in decisions and court files. Courts may not take judicial notice of allegations in affidavits, declarations and probation reports in court records because such matters are reasonably subject to dispute and therefore require formal proof.” (Lockley v. Law Office of Cantrell, Green, Pekich, Cruz & McCort (2001) 91 Cal.App.4th 875, 882 [cleaned up].)

Accordingly, the Court takes judicial notice of the existence of the documents filed in this matter as court records, as well as the truth of results reached, and legal consequences thereof, but not the truth of the allegations contained therein.

The Court rules as follows with respect to Railcraft’s Supplemental Objections to Evidence:

Railcraft argues that the Commercial Code bars WNB’s claims against Railcraft because WNB accepted Railcraft’s railing components, and did not notify Railcraft of a breach within a reasonable time after discovering any nonconformity and WNB failed to revoke its acceptance of Railcraft’s railing components within a reasonable time after identifying any non-conforming goods.

The Commercial Code, which applies to the sale of goods, defines “buyer” as “a person who buys or contracts to buy goods.” (Com. Code, § 2103, subd. (1)(a).) It further provides that a party “accepts” delivered goods if, after a reasonable opportunity to inspect them, the party fails to affirmatively reject them. (Com. Code, § 2606, subd. (1)(b).) Further, any notice of rejection must occur within a reasonable time, otherwise the buyer is barred from any remedy. (Com. Code, § 2607, subd. (3)(A).) Further, to effectively revoke acceptance, the buyer must notify the seller within a reasonable time. (Com. Code, § 2608, subd. (2).)

· Railcraft provided the railing materials to True Line, who installed the railings on the project. (UMF Nos. 5 and 6.)

· WNB, through its subcontractor True Line, accepted and did not affirmatively reject the railings or otherwise notify Railcraft of any defect in the railings until it named Railcraft in this lawsuit on September 13, 2023. (UMF Nos. 9-12; Exhibit 13.)

However, Railcraft failed to meet its initial burdens of production and persuasion to demonstrate that WNB is a “buyer” of the railing under the Code as one that “contracts to buy goods,” because Railcraft has not produced any contract to which WNB is a party. Notably, Railcraft did not produce the contract between WNB and True Line. Further, although WNB is listed as a “customer” in various schedules attached to the subcontract between True Line and Railcraft, there is no evidence that that subcontract or those schedules were drafted or signed by WNB. (See Ex. 15.)

Therefore, Railcraft has not met its initial burdens of production and persuasion to demonstrate that WNB was the “buyer” of the railing components. As such, the Court denies Railcraft’s motion for summary judgment.

Having found Railcraft failed to meet its initial burdens of production and persuasion that WNB is the “buyer” that contracted to buy the railing components in question, the Court denies Railcraft’s motion for summary judgment.

Railcraft shall provide notice of the Court’s ruling and file a proof of service of the same.

[1] The case involves various AMLI Defendants, including PPF AMLI 4242 Via Marina, LLC; PPF AMLI 4242 Via Marina GP, LLC; and PPF 4242 Via Marina, LP which the Court refers to collectively as “AMLI.”

DEPT:	207
HEARING DATE:	February 6, 2025 - continued to February 26, 2025
CASE:	SC127147
MOTION:	Motion for Summary Judgment
MOVING PARTY:	Cross-Defendant Railcraft USA (2010), Inc.
OPPOSING PARTY:	Cross-Complainant Western National Builders