Judge: Nathan R. Scott, Case: Thompson v. Goodell, Date: 2022-10-14 Tentative Ruling

Case Management Conference

The CMC is continued to 12/1/22 at 2 pm.

Demurrer

Defendants Lydia Goodell and Tim Goodell’s demurrer

is sustained.  (See Code Civ. Proc. § 430.10, subd. (e).)

Plaintiff John Anthony Thompson shall have leave to file and serve a second amended complaint within 15 days.

The FAC fails to state facts sufficient to constitute a cause of action.  (See D'Arrigo Bros. of California v. United Farmworkers of America (2014) 224 Cal.App.4th 790, 800 [breach of contract elements].)

It fails to allege breach of the purchase agreement, in that it fails to allege facts showing plaintiff exercised his option to purchase the property.

The option agreement attached to the FAC provides:  “Optionee may exercise the Option only by delivering a written unconditional notice of exercise . . . to Optionor.”  (FAC, Ex. 3 ¶ 4.)  “[W]hen the provisions of an option contract prescribe the particular manner in which the option is to be exercised, they must be strictly followed.”  (Rollins v. Stokes (1981) 123 Cal.App.3d 701, 712.) 

The FAC fails to allege facts showing plaintiff ever delivered “a written unconditional notice of exercise.”

Plaintiff contends he exercised the option by signing and delivering the purchase agreement.  But these contracts were executed at the same time, with the purchase agreement providing the details (price, disclosures, etc.) for the option to buy.  (See FAC ¶¶ 10, 12 & Exs. 1, 3.)  The option agreement gave plaintiff approximately 10 months to exercise the option.  (See FAC ¶ 13 & Ex. 3.) 

If the purchase agreement actually exercised the contemporaneously executed option agreement, there was no need for an option at all.  Plaintiff’s deposit/cash flow counterargument is unpersuasive.

Besides, the purchase agreement does not state it is notice of exercise of the option, nor is it unconditional.  (See FAC, Ex. 1.)

Sanctions motion

Defendants’ sanctions motion is denied. (See Code Civ. Proc. § 128.7.)  While the FAC fails to state a cause of action, defendants have not shown it was frivolous.  (See Bockrath v. Aldrich Chem. Co., Inc. (1999) 21 Cal.4th 71, 82; Peake v. Underwood (2014) 227 Cal.App.4th 428, 440.)

Plaintiff’s objection to the Dannemeyer declaration are sustained (foundation/argument).

Defendants shall give notice.