Judge: Michael Shultz, Case: 21STCV21531, Date: 2025-03-06 Tentative Ruling
DEPARTMENT 40 - MICHAEL J. SHULTZ - LAW AND MOTION RULINGS
The Court issues tentative rulings on certain motions.The tentative ruling will not become the final ruling until the hearing [see CRC 3.1308(a)(2)]. If the parties wish to submit on the tentative ruling and avoid a court appearance, all counsel must agree and choose which counsel will give notice. That counsel must 1) email Dept 40 by 8:30 a.m. on the day of the hearing (smcdept40@lacourt.org) with a copy to the other party(ies) and state that all parties will submit on the tentative ruling, and 2) serve notice of the ruling on all parties. If any party declines to submit on the tentative ruling, then no email is necessary and all parties should appear at the hearing in person or by Court Call.
Case Number: 21STCV21531 Hearing Date: March 6, 2025 Dept: 40
21STCV21531
Andiamo Grupo, LLC v. Rancho Pacific Resorts, LLC et al.
Thursday,
Marcy 6, 2025
[TENTATIVE] ORDER
I.
BACKGROUND
The
complaint alleges that parties entered into an August 26, 2008, assignment
agreement wherein Plaintiff agreed to assign its 30 percent interest in Playas
Del Paraiso Resort Company, S. De, R.L. De C.V. (Playas Del Paraiso) to
Defendants, Rancho Pacific Resorts, LLC (“Rancho”) and William Angel (“Angel”)
for an assignment fee of $2,998,000.00. The parties amended that agreement on
December 28, 2012, setting forth an updated payment schedule and credits to reduce
and to satisfy the assignment fee due to Plaintiff (“Amended Agreement”). After
credits were considered, Rancho owed Plaintiff $2,029,180 as shown by a
promissory note. The individual Defendants, Angel, Michael Montgomery, and
Brian West (the “Guarantors”) allegedly guaranteed RPR’s indebtedness to
Plaintiff.
The
Amended Agreement offered an option to extend the note’s maturity date for a
fee, however, Defendant Rancho did not pay the full amount to exercise the
option. Plaintiff served a notice of breach of the agreement, which Defendants did
not cure. Plaintiff alleges claims for breach of contract and breach of
guaranty and alleges Defendants are liable for the outstanding balance of the
note, which is approximately $1,628,085.86 plus accrued interest.
Defendants
and cross-complainant, Playas Del Paraiso Resort Company S. De R.L. De C.V.,
filed a second amended Cross-Defendant on June 21, 2022, asserting affirmative
claims for breach of contract and related claims, fraud, common counts, and
declaratory relief.
II.
ARGUMENTS
A.
Motion filed December 19, 2024.
Plaintiff
moves for summary judgment of the entire complaint, or alternatively, for
summary adjudication of issues in its favor. Plaintiff argues that there is no
dispute that Defendants did not exercise their option according to the Amended Agreement
by making their option payment. Rancho did not tender the full amount to
exercise the option on December 28, 2020. Defendants were not contractually entitled
to any offsets as they contended when they paid $115,949.62 in satisfaction of
the option. It is undisputed that
Defendants owe $1,984,625.39 as a result of Defendants’ breach.
B.
Opposition filed February 20, 2025
Defendants,
Rancho, Angel, West, and Montgomery (collectively “Defendants”) oppose the
motion on grounds the evidence proffered by Plaintiff is not admissible.
Defendants have filed evidentiary objections thereto. Triable issues of fact call for denial of the
motion. Defendants assert various affirmative defenses and claims in their
second amended cross-complaint which will defeat Plaintiff’s claims if proven.
C.
Reply filed February 28, 2025
Plaintiff
argues that Defendants did not submit admissible evidence to create triable
issues of fact. Defendants’ speculative
beliefs and inferences must be rejected. The agreements at issue are
unambiguous and establish Defendants did not uphold their contractual promises.
Plaintiff’s evidence is properly authenticated and admissible.
III.
LEGAL STANDARDS
Summary judgment is proper “if all the
papers submitted show that there is no triable issue as to any material fact
and that the moving party is entitled to judgment as a matter of law.” (Code
Civ. Proc., § 437c subd (c).)
The court strictly construes the moving
party's supporting evidence while the opposing party’s evidence is liberally
construed. Doubts as to the propriety of the motion should be resolved against
granting the motion. (D’Amico
v. Board of Medical Examiners
(1974) 11 Cal.3d 1, 20.)
The court does not evaluate the credibility of testimony. (Binder
v. Aetna Life Ins. Co. (1999)
75 Cal. App. 4th 832, 840.) The court applies the three-step analysis to
motions for summary judgment or adjudication: (1) identify the issues framed by
the pleading, (2) determine whether the moving party established facts which
negate the opponents’ claim, (3) if a defendant meets its threshold burden of
persuasion and the burden shifts, determine whether the opposing party has
controverted those facts with admissible evidence. (Torres
v. Reardon (1992) 3 Cal.App.4th
831, 836.)
A party can move for summary adjudication
as to one or more causes of action within an action or one or more claims for
damages if the party contends that there is no affirmative defense to any cause
of action. A motion for summary adjudication shall be granted only if it
completely disposes of a cause of action, an affirmative defense, a claim for
damages, or an issue of duty. (Code Civ. Proc., § 437c(f)(1).) In ruling on the motion, the court considers
the material issues defined by the allegations of the complaint. (Lewinter
v. Genmar Industries, Inc. (1994) 26 Cal.App.4th 1214, 1223.)
As the moving party, Plaintiff’s burden
is to establish there is no defense to the causes of action. (Code Civ. Proc.,
§ 437c subd. (p)(1).) Plaintiff meets that burden by proving each element of
the cause of action entitling the Plaintiff to judgment on that cause of
action.” (S.B.C.C.,
Inc. v. St. Paul Fire & Marine Ins. Co. (2010) 186 Cal.App.4th 383, 388.) That burden requires Plaintiff to provide admissible evidence of all
elements including damage. (Paramount
Petroleum Corp. v. Superior Court
(2014) 227 Cal.App.4th 226, 241 ["a plaintiff cannot obtain judgment on a breach of contract
cause of action in an amount of damages to be determined later."].)
If Plaintiff establishes its threshold
burden, the burden shifts to Defendants to show a triable issue of one or more
material facts as to that defense. (Id.)
IV.
DISCUSSION
A.
Judicial
notice
The court denies Plaintiff’s request for judicial
notice of the deposition transcript of Laura Ballegeer taken in Case No. IND096660,
Laura Ballegeer Oren v. Ron Oren filed in the Riverside County Superior Court
as irrelevant. Plaintiff does not rely on that testimony to support any of the
material facts proffered. Additionally, while the court can take judicial
notice that a deposition was taken, the court cannot take judicial notice of
facts asserted therein, which is hearsay. (Fremont
Indemnity Co. v. Fremont General Corp. (2007) 148 Cal.App.4th 97, 113 ["Matters that are subject to judicial notice are listed in
Evidence Code sections 451 and 452. A
matter ordinarily is subject to judicial notice only if the matter is
reasonably beyond dispute.”].) "Taking judicial notice of a document is
not the same as accepting the truth of its contents or accepting a particular
interpretation of its meaning.” (Joslin
v. H.A.S. Ins. Brokerage (1986)
184 Cal.App.3d 369, 374.)
The court grants Plaintiff’s request for
judicial notice of historical prime rates from the Federal Reserve. The court
can take judicial notice of official acts taken of the legislative, executive
and judicial departments of the United States and of any state of the United
States. (Evid. Code, § 452(c).) Defendants do not dispute the assertions
therein.
B.
Plaintiff’s
objections to Defendant’s evidence.
The court need only rule on those
objections to evidence that the court deems material to its disposition of the
motion. Objections to evidence that are not ruled on for purposes of the motion
are preserved for appellate review. (Code Civ. Proc., § 437c subd. (q).) Accordingly, the court will
address the evidentiary objections submitted to the extent they relate to
evidence that are material to the court’s ruling.
Objections to the declaration of Andrea
Amavisca are overruled except to the extent described below. Amavisca is the
current power of attorney for Richard Arons, the sole and managing member of
Plaintiff. She attests to the authenticity of the business records, from which declarant
bases her personal knowledge.
Objection is sustained as to ¶ 35. Plaintiff’s
entitlement to attorney’s fees is a legal conclusion for which declarant has no
foundation.
C.
The
undisputed facts.
All of Plaintiff’s material facts are
without dispute. Defendants separate statement does not cite any evidence to
controvert the material facts proffered by Plaintiff to support each element of
Plaintiff’s claims for breach of contract and breach of guaranty including the
existence of the original and amended agreement, the terms thereto, the Defendants’
breach, and the amount Defendants owe, as further evidenced by a promissory
note attached to the Amended Agreement. Plaintiff’s facts are supported by
admissible evidence sufficient to establish the elements of each cause of
action for breach of contract and breach of guaranty. (PF 1-61.)
Defendant does not proffer evidence of their
own to controvert any of the material facts proffered by Plaintiff. Rather,
Defendants rely on their alleged affirmative defenses and allegations of their
cross-complaint to support Defendants’ contention that the agreements at issue were
void or voidable due to Plaintiff’s fraud, fraud in the inducement, and breach
of the implied covenant of good faith and fair dealing. Defendants rely on the
allegations of their answer and cross-complaint which do not constitute
admissible evidence. (DF 60.)
Defendants also rely on the evidence
submitted by Plaintiff, none of which are relevant Defendants’ affirmative
defenses or affirmative claims asserted in Defendants’ cross-complaint.
Defendants also rely on their objections to the Declaration of Amavisca, most
of which do not have merit, except for legal conclusions offered by Amavisca
with regard Plaintiff’s entitlement to fees. Defendants offer no new evidence to
controvert the essential and material facts proffered by Plaintiff to establish
each element of Plaintiff’s claims.
To reiterate, once Plaintiff establishes
its threshold burden, which Plaintiff has done, the burden shifts to Defendants
to proffer admissible evidence to controvert the material facts. Defendants
have not met that burden.
V.
CONCLUSION