Judge: Nick A. Dourbetas, Case: 2018-01003027, Date: 2022-09-30 Tentative Ruling

Motion for Summary Judgment and/or Adjudication

The court has reviewed the referee’s first report filed with the court on 07/18/22, and good cause appearing therefore, adopts the referee’s recommendation that there are no documents or communications provided under the in-camera proceedings that are required under law to be served on plaintiff and grants defendants’ protective order. In light of the foregoing, the court will now rule on the pending summary judgment/adjudication motion.

Defendants Fletcher Jones, Jr.’s and Fletcher Jones Motorcars, Inc.’s Motion for Summary Judgment/ Adjudication is DENIED in its entirety. (See Code Civ. Proc. § 437c.)

Defendants fails to meet their initial burden to show the action has no merit.  (See Code Civ. Proc., § 437c, subds. (a), (p)(2) [burden]; Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 850-851 [same].)

Notice Issue No. 1:

Defendants Undisputed Material Facts (“UMFs”)  fail to address the allegations that Plaintiff’s execution of the Agreement of Satisfaction was procured by fraud. (2ndAC ¶¶ 61-66.)

Where a party seeking summary judgment has not addressed all of the relevant allegations of the complaint and/or all theories of liability alleged, it is not entitled to summary judgment. (Amerigas Propane, LP v. Landstar Ranger, Inc. (2010) 184 Cal.App.4th 981, 1001; Hawkins v. Wilton (2006) 144 Cal.App.4th 936, 942 [“The motion for summary judgment should have been denied because it did not refute tenable pleaded theories”]; Miles Laboratories, Inc. v. Superior Court (1982) 133 Cal.App.3d 587, 593 [“A defendant moving for summary judgment has the burden of making a factual showing negating the existence of all causes of action on all theories embodied in the complaint and if he fails to discharge that burden, the motion must be denied”].)

Noticed Issues No. 2, 3, 5, 6, 9, and 21:

Plaintiff, who presents evidence that Fletcher Jones represented to him that he would remain as GM of the Newport dealership until his option to buy out the Temecula dealership lapsed. Plaintiff’s declaration establishes that between 2006 and 2015 Fletcher Jones made these representations to him. (Blumenthal Dec. ¶¶ 8,9,13,14, 17-20.)   This creates a triable issue of material fact as to whether Plaintiff agreed that his employment as the Newport dealership GM was at will.

Noticed Issues No. 4, 10, & 19:

Plaintiff presents evidence that Fletcher Jones represented to him that he would remain as GM of the Newport dealership until his option to buy out the Temecula dealership lapsed. Plaintiff’s declaration establishes that between 2006 and 2015 Fletcher Jones made these representations to him. (Blumenthal Dec. ¶¶ 8,9,13,14, 17-20.) If the dealership’s CEO continues to treat Plaintiff like a partner, and assures him that he will continue to be employed as the GM for the Newport dealership until Plaintiff exercises his option to purchase the Temecula dealership interest from him, a triable issue exists as to when the cause action arose. This creates a triable issue of material fact as to whether Plaintiff’s cause of action or breach of contract based upon anticipatory breach, accrued in 2008, or in 2017, when his employment as GM was terminated.

Noticed Issues No. 7 and 8:

Plaintiff presents evidence that Fletcher Jones represented to him that he would remain as GM of the Newport dealership until his option to buy out the Temecula dealership lapsed. Plaintiff’s declaration establishes that between 2006 and 2015 Fletcher Jones made these representations to him. (Blumenthal Dec. ¶¶ 8,9,13,14, 17-20.)

If the dealership’s CEO continues to treat Plaintiff like a partner and assures him that he will continue to be employed as the GM for the Newport dealership until Plaintiff exercises his option to purchase the Temecula dealership interest from him, a triable issue exists as to when the cause action arose. This creates a triable issue of material fact as to whether Plaintiff’s cause of action or breach of contract based upon anticipatory breach, accrued in 2008, or in 2017, when his employment as GM was terminated.

Noticed Issues No. 11 – 18:

These noticed issues are moot based upon dismissal of 4th & 5th causes of action on 03/25/21. (ROA 353.)

Noticed Issue No. 20:

The reasonableness of a party’s actions is a generally a question for the jury. (See Laird v. T.W. Mather, Inc. (1958) 51 Cal.2d 210, 215.) Here the question of whether Plaintiff reasonably relied upon the representations of Fletcher Jones as to his term as GM of the Newport dealership in light of him being required to sign contracts, and documents containing contrary terms is a situation where two different conclusions can be drawn from the evidence, thus a triable issue of material fact exists as to whether plaintiff’s actions were reasonable.

Noticed Issue No. 22:

A defendant’s intent is not an element of a cause of action from breach of fiduciary duty, thus showing that Defendants lacked the intent to cause harm fails to affirmatively negate an element of the cause of action, or to prove that plaintiff lacks and cannot reasonably obtain evidence of an element. To the extent that defendants’ intent can be considered an affirmative defense, it is not raised in defendants’ answer.

Defendants are ordered to give notice.