Judge: Randy Rhodes, Case: 19STCV01865, Date: 2023-02-06 Tentative Ruling
Case Number: 19STCV01865 Hearing Date: February 6, 2023 Dept: F51
Dept. F-51
Date: 2/6/23
Case #19STCV01865
SUMMARY JUDGMENT
¿
Motion filed on 11/18/22.
¿
MOVING PARTY: Cross-Defendant/Cross-Complainant Tobo
Construction, Inc. (“Tobo”)
RESPONDING PARTY: Defendant/Cross-Complainant City
of Santa Clarita (the “City”)
NOTICE: ok¿
RELIEF REQUESTED: An order granting summary
judgment, or alternatively, summary adjudication, in favor of Tobo and against the
City as to the first, second, fifth, sixth, seventh, and eighth causes of
action against Tobo in the City’s First Amended Cross-Complaint (“FAXC”).
TENTATIVE RULING: The motion is denied.
EVIDENTIARY
OBJECTIONS:
None.
REQUEST FOR JUDICIAL NOTICE:
Tobo’s Request for Judicial Notice (RJN) is
granted.
The City’s RJN is granted.
BACKGROUND
On an unspecified date in 1989, Manuel Santana purchased
certain property at 24522 Spruce Street in Santa Clarita. The property is
identified as “The Historical Jailhouse,” a 1906 constructed facility
representing the first jailhouse for the Santa Clarita Valley. Following the
purchase, Santana created Plaintiff The Manuel Santana Family Trust of 1992.
According to Plaintiff, the City recognized the “historical
significance” of the structure by the structure on 12/6/07, thereby rendering
it immune from demolition or alteration. Prior, concurrent or following the
historical designation, in 2007, the City also unveiled its plan to construct a
new library “directly adjacent” to The Historical Jailhouse. The City purchased
all surrounding properties, and offered Plaintiff $300,000 for the property as
well. Plaintiff rejected the offer.
Project planning and construction began in 2009. A third
party identified as Seward was designated as the entity responsible “to oversee
protection of the site.” According to Plaintiff, the parties responsible for
the development of the site failed to adhere to the “Seward Plan,” thereby
allowing “hazardous substances and water moisture to emanate inside the
building.”
This action resembles a prior action (Previous Action)
Plaintiff previously filed against City, which was settled and dismissed. As
part of the settlement, Plaintiff released all claims against the contractors
and their insurers for damage resulting from construction of the library.
On 1/18/19 and 5/29/19, Plaintiff filed a complaint and
first amended complaint against the City, alleging the following causes of
action: (1) Negligence; (2) Gross Negligence; (3) Strict Liability; (4)
Absolute Liability; (5) Trespass; (6) Nuisance; (7) Unjust Enrichment; and (8) Battery.
On 10/15/19, the City answered and filed its
cross-complaint for: (1) Breach of Contract; (2) Contractual Indemnity; (3)
Equitable Indemnity; (4) Breach of Contract; (5) Breach of Covenant of Good
Faith and Fair Dealing; (6) Apportionment of Fault (Declaratory Relief); (7)
Equitable Contribution; and (8) Indemnity Pursuant to Code of Civil Procedure
section 1021.6.
The City named R.C. Becker and Son, Inc., Tobo
Construction, Inc., Mt. Hawley Insurance Co., Ironshore Insurance Co., and
Landmark American Insurance Co. as cross-defendants in its cross-complaint. The
insurance defendants are only named in the third, fourth, sixth, seventh and
eight causes of action.
The City specifically alleges that defendant contractors
R.C. Becker and Son, Inc. and Tobo entered into “Redevelopment Agency Agreement
for Capital Improvement Project” agreements. Articles V and VIII require that
the cross-defendants indemnify the City against any and all claims arising from
the project, and require the procurement of an insurance policy designating the
City as an additional insured. On 6/1/10, cross-defendant Ironshore Insurance
Co. issued a Certificate of Liability Insurance for R.C. Becker. On 12/24/10, cross-defendant
Mt. Hawley Insurance Co. issued a Certificate of Liability Insurance for its
insured, Tobo. On 6/17/11, cross-defendant Landmark Insurance Co. issued a
Certificate of Liability Insurance for Tobo.
On 7/2/20, the City filed its FAXC, alleging the same
causes of action against the same cross-defendants, with the addition of
cross-defendant Valley Forge Insurance Company, an alleged insurer of cross-defendant
R.C. Becker.
On 3/5/21, Tobo answered the City’s FAXC, and filed a
cross-complaint for (1) Express Indemnity; (2) Equitable Indemnity; (3)
Contribution; and (4) Declaratory Relief. On 2/4/22, cross-defendant R.C.
Becker filed a motion for summary judgment against the City’s FAXC, which the
Court denied on 10/25/22.
On
11/18/22, Tobo filed the instant motion for summary judgment and request for
judicial notice. On 1/23/23, the City filed its opposition and request for
judicial notice. No reply has been filed to date.
ANALYSIS
The function of a motion for
summary judgment or adjudication is to allow a determination as to whether an
opposing party cannot show evidentiary support for a pleading or claim and to
enable an order of summary dismissal without the need for trial. (Aguilar v. Atlantic Richfield Co. (2001)
25 Cal.4th 826, 843.) Code of Civil Procedure section 437c, subdivision (c)
“requires the trial judge to grant summary judgment if all the evidence
submitted, and ‘all inferences reasonably deducible from the evidence’ and
uncontradicted by other inferences or evidence, 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.” (Adler v. Manor Healthcare Corp. (1992) 7
Cal.App.4th 1110, 1119.) “The function
of the pleadings in a motion for summary judgment is to delimit the scope of
the issues; the function of the affidavits or declarations is to disclose
whether there is any triable issue of fact within the issues delimited by the
pleadings.” (Juge v. County of Sacramento (1993) 12 Cal.App.4th 59, 65, citing FPI Development, Inc. v. Nakashima
(1991) 231 Cal.App.3d 367, 381–382.)
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. (Code Civ. Proc., § 437c, subd. (p)(2); Scalf v. D. B. Log Homes, Inc. (2005)
128 Cal.App.4th 1510, 1519–1520.)
Once the defendant has met that
burden, the burden shifts to the plaintiff to show that a triable issue of one
or more material facts exists as to that cause of action or a defense
thereto.
To establish a triable issue of material fact, the party
opposing the motion must produce substantial responsive evidence. (Sangster v. Paetkau (1998) 68
Cal.App.4th 151, 163.) Courts “liberally construe the evidence in support of
the party opposing summary judgment and resolve doubts concerning the evidence
in favor of that party.” (Dore v. Arnold Worldwide, Inc. (2006)
39 Cal.4th 384, 389.)
1. Previous Ruling on R.C. Becker’s Motion for Summary Judgment
The City notes that the instant motion
is identical to the motion for summary judgment brought by cross-defendant R.C.
Becker on 2/4/22, which the Court denied on 10/25/22. “A side by side
comparison shows that these motions and separate statements are the same and
therefore the Court should reach the same conclusion, the Court should deny
this motion as it did Becker’s motion.” (The City’s Opp., 5:1–3.)
The Court adopts the same reasoning
used in its ruling on R.C. Becker’s motion for summary judgment as further
detailed below.
2. Release Agreement
Tobo presents evidence of the release agreement entered into as part
of the settlement of the Previous Action, along with evidence of the Previous
Action’s dismissal. (Exs. 10–13 to Tobo’s MSJ.)
The release reads, in pertinent part:
“1.1. Plaintiffs hereby
completely release and forever discharge Defendants from any and all past,
present, or future claims, demands, obligations, actions, causes of actions,
wrongful death claims, rights, damages, costs, losses of services, expenses and
compensation of every nature whatsoever, based on tort, contract, or other
theory of recovery, which Plaintiffs now have, or which may hereinafter accrue
or otherwise be acquired on account of, or may in any way grow out of, or which
are the subject of the Complaint (and all related pleadings) …
1.3.
This release, on the part of the
Plaintiffs, shall be a fully binding and complete settlement as between the
Plaintiffs, on the one hand, and Defendants, and their heirs, assigns and successors,
on the other hand. This release does not
include a settlement between Cross-complainants and Cross-defendants, except as
otherwise set forth herein.
1.4.
The Plaintiffs acknowledge and agrees that the
release and discharge set forth above is a full and complete general release.
Plaintiffs expressly waive and assume the risks of any all claims for damages
which exist as of this date, but of which Plaintiffs do not know or suspect to
exist, whether through ignorance, oversight, error, negligence, or otherwise,
and which, if known, would materially affect Plaintiffs' decision to enter into
this Release. Accordingly, Plaintiffs do hereby expressly waive and relinquish
any and all rights and benefits which each may otherwise have pursuant to
California Code of Civil Procedure, Section 1542 …”
(Id., Ex. 10.)
The Court notes that the release does not contain a settlement
between the City and Tobo. Tobo argues that the underlying claims in
Plaintiff’s current action against the City arise out of the scope of work
covered in the release. The Court agrees with Tobo and the City that the claims
alleged by Plaintiff arise out of the scope of work that is the subject matter
of the release.
However, although the release concerns the same claims, the party
releasing the claims in the release agreement is Plaintiff, not the City. The
City argues that despite the release, Plaintiff filed the current action
against the City based on allegations attributable to Tobo, and the City therefore
has a cause of action for breach of contract against Tobo for failing to
perform its duties under its contract with City, because the release does not
contain terms that City released Tobo. (The City’s Opp., 6:6–7, 7:25–28,
8:15–18.) The City reasons that the release and dismissal may
preclude Plaintiff’s claims in this action, but the fact that Plaintiff
initiated this action triggers Tobo’s contractual duties to defend the City. (Id.
at 8:15–18.)
The Court notes the plain language of the release, and emphasizes
that, “[t]his release … shall be a fully binding and complete settlement as
between [Plaintiff], on the one hand, and Defendants … on the other hand.” (Ex.
10 to Tobo’s MSJ, at ¶ 1.3.) It appears that the release only applies to Plaintiff’s
claims against Defendants, not to the City’s crossclaims in its FAXC. The subsequent sentence appears to have that
effect, as the release “does not include a settlement between” City and Tobo,
“except as otherwise set forth herein,” and the release does not in fact
include a settlement between City and Tobo. (Ibid.)
Moreover, the release itself provides that the settlement agreement
and the release “constitute the whole and entire agreement of the parties”
without mention of a release of City’s claims against Tobo. (Id. at ¶
9.0.) The release and dismissal may preclude Plaintiff’s claims in its current
action against the City, but the fact that Plaintiff initiated the action
triggers Tobo’s contractual duties, and the release does not preclude the
City’s crossclaims against Tobo. (The City’s Opp., 8:15–18.)
Therefore, Tobo has failed to meet its initial burden to show that the
allegations contained in the City’s FAXC are barred by the release agreement
entered into as part of the settlement of the Previous Action.
2. Equitable Estoppel/Duty to Speak
Tobo further argues that the doctrine of equitable estoppel bars the
City from proceeding with the present action. “The doctrine of equitable
estoppel may estop a party from denying the enforceability of a contract.” (Blix
Street Records, Inc. v. Cassidy (2010) 191 Cal.App.4th 39, 50.) “Whenever a
party has, by his own statement or conduct, intentionally and deliberately led
another to believe a particular thing true and to act upon such belief, he is
not, in any litigation arising out of such statement or conduct, permitted to
contradict it.” (Evid. Code § 623.)
Here, Tobo argues that it “executed the Release in the Prior Action
relying on the expressed intent that it would be completely released from
Plaintiff’s past, present, and future known and unknown claims arising out of
Tobo’s work.” (Tobo’s MSJ, 13:11–13.) “To the extent the City’s separate
agreement with Plaintiff allowed Plaintiff to carve out the right to sue on a
condition of the property that arguably fell within Tobo’s scope of work, the
City had a ‘duty to speak.’” (Id. at 13:20–22.)
The City contends, however, that it did explicitly state that its
contractual and indemnity rights were preserved. “Tobo’s representations
that it was in the dark as to the separate agreement between Plaintiff and the
City ignores the language in the Release it signed stating that such release is
subject to the separate Settlement Agreement between Plaintiff and the City.”
(The City’s Opp., 6:12–15.) The release agreement provides:
“This release does not include a settlement between Cross-complainants and
Cross-defendants, except as otherwise set forth herein.” (Ex. 10 to Tobo’s MSJ,
at ¶ 1.3.) The agreement further states that “the Plaintiffs and the
CITY OF SANTA CLARITA shall continue to negotiate additional matters which, if
eventually agreed to, will be the subject of a separate writing and will be a
condition Plaintiffs' release of the City defendants.” (Id. at ¶ 2.0.)
Therefore, it appears the scope of the release explicitly excludes an
agreement between the City and Tobo. In viewing the evidence in the light most
favorable to the City, as the nonmoving party, the Court finds that there remains
a triable issue of fact as to whether City had a duty to speak and would be therefore
estopped from bringing its crossclaims against Tobo.
Accordingly, Tobo’s motion for summary
judgment against the City, as to the first, second, fifth, sixth,
seventh, and eighth causes of action against Tobo in the City’s FAXC, is denied.
CONCLUSION
The motion is denied.