Judge: Randy Rhodes, Case: 20CHCV00573, Date: 2022-11-21 Tentative Ruling



Case Number: 20CHCV00573    Hearing Date: November 21, 2022    Dept: F51

Dept. F-51 

Date: 11/21/22 

Case #20CHCV00573

 

DEMURRER WITH MOTION TO STRIKE

 

Demurrer with Motion to Strike Filed: 8/25/22

 

MOVING PARTY: Defendant Renew Financial Group, LLC, a Delaware limited liability company (“Renew”)

 

RESPONDING PARTY: Plaintiff Lawrence Perle

 

NOTICE: OK

 

RELIEF REQUESTED: Renew demurs to Perle’s entire first amended complaint. Renew moves to strike portions of the complaint relating to punitive damages and attorney fees. Renew requests that the Court take judicial notice of two Notices of Assessment.

 

RECOMMENDED RULING:

Renew’s demurrer is OVERRULED.

 

Renew’s motion to strike is:

(1)   DENIED as to page 18, paragraph 5; and portions of paragraphs 46 and 56 of Perle’s first amended complaint pertaining to attorney fees; and

(2)   GRANTED as to the portion of paragraph 43 of the first amended complaint which states “plus reasonable attorney’s fees.”

 

Renew’s request for judicial notice is DENIED.

 

I.                   BACKGROUND

 

Procedural

On 9/20/20, Perle filed his complaint alleging against four named defendants causes of action for: (1) Breach of Contract; (2) Specific Performance of Contract; and (3) Declaratory Relief.

On 5/10/22, Renew filed a demurrer without motion to strike to Perle’s entire complaint, which the Court sustained.

On 7/22/22, Perle filed his first amended complaint, alleging against three remaining named defendants the following causes of action: (1) Breach of Contract; (2) Specific Performance of Contract; (3) Declaratory Relief; (4) Unfair Business Practices; and (5) Financial Elder Abuse.

On 8/25/22, Renew filed the instant demurrer, motion to strike, and request for judicial notice. On 11/9/22, Perle filed his opposition. On 11/16/22, Renew filed its reply.

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Factual

Plaintiff Lawrence Perle (“Perle”) is a homeowner over the age of 65, who obtained funding from defendant Renew Financial Group, LLC (“Renew”) to finance two home improvements he made under the Property Assessed Clean Energy Program (“PACE”) by the County of Los Angeles.

In 2008, the County of Los Angeles launched the PACE program under the California HERO Program, which enables “cities and counties to provide homeowners and businesses with financing to pay for energy efficiency, water efficiency, and renewable energy products and their installation.” (FAC 10.) Renew is the PACE program administrator for the County of Los Angeles. (Id., ¶ 15.) Renew’s administration contract with the County allegedly provides for various consumer protections, including those against predatory loaning, and special protections for seniors over the age of 65. (Id., ¶¶ 15–16.) Renew is also required to enforce its policies and procedures against its registered contractors, who perform the home improvements, to ensure compliance. (Id., ¶¶ 18–20.)  The financing contracts administered by Renew under the PACE program place a tax lien on the subject property “in the amount of the principal, plus fees and capitalized interest.” (Id., ¶ 12.)

On April 9 and July 7, 2016, Perle obtained two loans from Renew, in equal amounts approximating $63,000 each, to finance the construction of artificial turf and exterior shading at his residence. (Id., ¶¶ 27–28.) Perle alleges that the total sum charged by the contractor, and lent to him by Renew ($112,672.00), is significantly more than the reasonable market value of the improvements ($39,433.77). (Id., ¶ 29.)  Perle brings his action against Renew, alleging that it breached its obligations under the PACE program administration contract by failing to provide adequate consumer protections and adequate supervision of its registered contractors.

 

II.                DEMURRER

Late Filings

Under Code of Civil Procedure section 1005, subdivision (b), “all papers opposing a motion so noticed shall be filed with the court and a copy served on each party at least nine court days, and all reply papers at least five court days before the hearing.” The Court observes that both Perle’s opposition papers and Renew’s reply papers were filed two court days late under Code of Civil Procedure section 1005, subdivision (b). The parties are advised to take note of the filing deadlines under the statute, as future filings made past the statutory deadlines may result in the Court declining to consider the late-filed papers at the hearing.

 

Meet-and-Confer

Before filing its demurrer, “the demurring party shall meet and confer in person or by telephone with the party who filed the pleading that is subject to demurrer for the purpose of determining whether an agreement can be reached that would resolve the objections to be raised in the demurrer.” (Code Civ. Proc. § 430.41, subd. (a).) If the parties are unable to meet and confer at least five days before the responsive pleading is due, that deadline may be extended by 30 days if “a declaration stating under penalty of perjury that a good faith attempt to meet and confer was made and explaining the reasons why the parties could not meet and confer” is filed and served. (Ibid.)

On 8/25/22, Perle’s counsel filed a declaration using Judicial Council form CIV-140 regarding its meet and confer requirements. Perle’s counsel declared that Renew failed to respond to meet and confer requests. (Decl. re Meet and Confer, ¶ 2b.) Counsel provides no additional details about his meet and confer attempts. Therefore, it is unclear whether he has satisfied the preliminary meet and confer requirements of Code of Civil Procedure section 430.41, subdivision (a).

 

Legal Standard

As a general matter, a party may respond to a pleading against it by demurrer on the basis of any single or combination of eight enumerated grounds, including when “the pleading does not state facts sufficient to constitute a cause of action.” (Code Civ. Proc., § 430.10, subd. (e).) In a demurrer proceeding, the defects must be apparent on the face of the pleading or via proper judicial notice. (Donabedian v. Mercury Ins. Co. (2004) 116 Cal.App.4th 968, 994.) “A demurrer tests the pleading alone, and not the evidence or facts alleged.” (E-Fab, Inc. v. Accountants, Inc. Servs. (2007) 153 Cal.App.4th 1308, 1315.) As such, the court assumes the truth of the complaint’s properly pleaded or implied factual allegations. (Ibid.) The only issue a demurrer is concerned with is whether the complaint, as it stands, states a cause of action. (Hahn v. Mirda (2007) 147 Cal.App.4th 740, 747.)

Where a demurrer is sustained, leave to amend must be allowed where there is a reasonable possibility of successful amendment. (Goodman v. Kennedy (1976) 18 Cal.3d 335, 348.) The burden is on the plaintiff to show the court that a pleading can be amended successfully. (Id.; Lewis v. YouTube, LLC (2015) 244 Cal.App.4th 118, 226.) However, “[i]f there is any reasonable possibility that the plaintiff can state a good cause of action, it is error to sustain a demurrer without leave to amend.” (Youngman v. Nevada Irrigation Dist. (1969) 70 Cal.2d 240, 245).

Here, Renew demurs to each cause of action pled in Perle’s complaint on the ground that Perle fails to allege facts sufficient to state a cause of action against Renew, pursuant to Code of Civil Procedure section 430.10, subdivision (e).

 

1.      Perle has sufficiently pled a cause of action for breach of contract in his first amended complaint.

Perle’s first cause of action is for breach of contract. (FAC ¶ 30–33.) To state this cause of action, a plaintiff must be able to establish “(1) the existence of the contract, (2) plaintiff’s performance or excuse for nonperformance, (3) defendant’s breach, and (4) the resulting damages to the plaintiff.” (Oasis West Realty, LLC v. Goldman (2011) 51 Cal.4th 811, 821.) If a breach of contract claim “is based on alleged breach of a written contract, the terms must be set out verbatim in the body of the complaint or a copy of the written agreement must be attached and incorporated by reference.” (Harris v. Rudin, Richman & Appel (1999) 74 Cal.App.4th 299, 307.)

Here, Perle alleges that Renew breached various PACE program documents, including its administration contract with the County of Los Angeles. Renew argues that Perle has failed to sufficiently plead a cause of action for breach of contract because he failed to identify (1) the specific contract terms Renew allegedly breached; (2) the underlying actions constituting such a breach; and (3) any resulting damages. (Dem. 10:16–12:13.) Each of these arguments fails.

 

Contractual Terms

Renew argues that Perle “based his breach of contract claim on unspecified provisions contained in ‘the Program Documents,’” and “entirely fails to allege the relevant specific terms of any such agreement.” (Dem. 10:22–11:4.) However, as Perle observes, he set forth the specific provisions of the program documents in paragraphs 15, 16, 20, and 26 of his first amended complaint. (Pl.’s Opp. 5:14–15.) Such specified provisions include, for example, Renew’s obligation under the administration contract to “ensure best in class protections for property owners from actions such as, including but not limited to, predatory lending, unscrupulous contractors and poor-quality assessment servicing.” (FAC ¶ 15.) Therefore, there is no merit to Renew’s argument that Perle entirely failed to identify the contractual terms it allegedly breached.

 

Breach

Renew further argues that Perle “fails to specify what actions he claims Renew committed in breach of the alleged agreement(s).” (Dem. 11:17–18.) Perle argues in opposition that he alleged Renew’s breach in paragraphs 17, 18, 20, 21, 22, 29, and 32 of his first amended complaint. (Pl.’s Opp. 5:16.) In the paragraphs identified by Perle, he alleges, inter alia, that Renew “did not use licensed mortgage brokers to market or originate PACE loans,” “directly and indirectly encouraged their Registered Contractors to market PACE aggressively,” and failed to provide homeowners with copies of their financing contract until after the improvement work had already been completed. (FAC ¶¶ 18, 20–21.) Therefore, there is no merit to Renew’s argument that Perle failed to plead the alleged actions forming Renew’s breach.

 

Damages

Finally, Renew argues that Perle has failed to “allege how he arrived at [his] damage figure resulting from the purported breach of contract.” (Dem. 12:9–10.) Perle argues that he pleads the causation and damages elements in paragraph 33 of his first amended complaint. (Pl.’s opp. 5:16–17.) This paragraph states: “As a proximate result of the breach of Defendants, and each of them, Plaintiff has incurred damages in the sum of at least seventy-three thousand, two hundred and thirty-eight and 23/100 dollars ($73,238.23), and in the sum equivalent to restitution from Renew of amounts paid to it by Plaintiff and the amounts paid by Plaintiff under the Program for the Loans, together with interest thereon from the date of the Loans to the entry of judgment by this Court.” (FAC 33.) In the preceding paragraph, Perle identifies the alleged breach as Renew’s failure “to provide or ensure compliance with the consumer protections which are set forth hereinabove and [breach of] the above referred to Elder Abuse Statute and Unfair Competition Law.” (Id., ¶ 32.) Therefore, there is no merit to Renew’s argument that Perle failed to plead the elements of causation and damages stemming from Renew’s alleged breach.

 

Accordingly, Perle has asserted facts sufficient to state a viable cause of action for breach of contract against Renew. Therefore, Renew’s demurrer as to Perle’s first cause of action is overruled.

 

2.      Perle has sufficiently alleged facts to support a remedy of specific performance against Renew in his first amended complaint.

In his second cause of action, Perle requests that the contractor defendants be ordered to satisfy “their obligations under the ADR Procedures.” (Id., ¶ 35.) “Specific performance and injunctive relief are equitable remedies and not causes of action for injuries.” (Wong v. Jing (2010) 189 Cal.App.4th 1354, 1361, fn. 2.) Here, Renew notes that “although Renew is listed as a party to the second cause of action it does not appear [that] the specific performance cause of action is directed at Renew. Therefore, Renew should be dismissed with prejudice as to the second cause of action.” (Dem. p. 10, fn. 2.) In his opposition, Perle merely argues that he “has sufficiently pled a cause of action for breach of contract and with sufficient specificity for specific performance.” (Pl.’s Opp. 6:1–2.) However, Perle’s first amended complaint specifically requests for Renew to comply with provisions of the California Residential HERO Program Handbook, the Registered Contractor Participation Agreement, and the PACE Consumer Protection Policies, requiring it, as the program administrator, to “investigate and mediate disputes between homeowners and contractors.” (FAC ¶ 26.) Perle also requests that Renew “agree to submit the claims which are described in this Complaint … to binding arbitration a[s] provided for in the [program] Application.” (Ibid.) Therefore, Perle has sufficiently alleged facts to support a prayer for specific performance as against Renew.

Accordingly, Renew’s demurrer is overruled as to Perle’s second cause of action.

 

3.      Perle has alleged sufficient facts pertaining to future harm to support a prayer for declaratory relief.

In his third cause of action, Perle requests a judicial determination that he “he is entitled to the difference between the sums he was charged by the Contractor Defendants for the Improvements and the reasonable market value of the Improvements.” (FAC 38.)  “When … it appears that the cause of action has already accrued and the only question for determination is the liability or relief for or to which the respective parties are charged, ‘the nature of the action is not a cause for declaratory relief but is defined by the subject matter of the accrued cause of action.’" (Fritz v. Superior Court of San Francisco (1936) 18 Cal.App.2d 232, 235.) “In a dispute involving an alleged breach of contract, courts may provide declaratory relief under [Code of Civil Procedure] section 1060 if the relief sought would also govern the future conduct of the parties.” (Osseous Technologies of America, Inc. v. DiscoveryOrtho Partners LLC (2010) 191 Cal.App.4th 357, 372.)

Here, it appears that Renew’s alleged breach of contract has already accrued. Renew argues that Perle’s alleges “entirely that [he] is entitled to relief for past alleged wrongs.” (Dem. 12:23.) While Perle’s opposition does not address this cause of action, he alleges in his complaint that he “will continue to suffer the above-described harm unless and until such declaration is made,” and that he has “no adequate remedy at law.” (FAC 40.) Specifically, “Renew levied and continues to charge Plaintiff every year for the PACE charges.” (FAC 48.) Therefore, Perle has shown that he will continue to suffer future harm caused by Renew’s alleged breach.

Accordingly, Renew’s demurrer is overruled as to Perle’s third cause of action.

 

4.      Perle has alleged sufficient facts pertaining to future harm to support a cause of action for unfair business practices.

Perle’s fourth cause of action alleges that Renew violated Business and Professions Code section 17200 et seq. (the “UCL”). To set forth a claim for unfair business practices in violation of the UCL, a plaintiff must establish that the defendant was engaged in an “unlawful, unfair or fraudulent business act or practice and unfair, deceptive, untrue or misleading advertising” and certain specific acts. (Bus. & Prof. Code, § 17200.) “In essence, an action based on Business and Professions Code section 17200 to redress an unlawful business practice ‘borrows’ violations of other laws and treats these violations, when committed pursuant to business activity, as unlawful practices independently actionable under section 17200 et seq. and subject to the distinct remedies provided thereunder.” (People ex rel. Bill Lockyer v. Fremont Life Ins. Co. (2002) 104 Cal.App.4th 508, 515.) “The test of whether a business practice is ‘unfair’ for purposes of the Act involves an examination of [that practice's] impact on its alleged victim, balanced against the reasons, justifications and motives of the alleged wrongdoer. In brief, the court must weigh the utility of the defendant's conduct against the gravity of the harm to the alleged victim.” (People v. Duz-Mor Diagnostic Lab. (1998) 68 Cal.App.4th 654, 662.) “‘Fraudulent,’ as used in the statute, does not refer to the common law tort of fraud but only requires a showing members of the public ‘are likely to be deceived.’” (Olsen v. Breeze, Inc. (1996) 48 Cal.App.4th 608, 618.)

Here, Perle pleads that Renew violated all three prongs of the UCL when it violated Civil Code sections 1571–1573, 1710, and Business and Professions Code section 7161. (FAC 43.) Business and Professions Code § 7161, outlaws, inter alia, false, misleading, or deceptive advertising or misrepresentation to induce one to enter into a home improvement contract. Renew argues that it cannot be held liable under this statute because this section applies to contractors, not financial providers, and it cannot be held vicariously liable under the UCL. (Dem. 13:9–15.) Perle argues in opposition that he “is not suing Renew for the acts and omissions of the contractor in making the Improvements. Perle is suing Renew for its failure to comply with its obligations as a Program Administrator under the Program documents, some of which involved supervising the subject contractor.” (Pl.’s Opp. 6:9–12.) Therefore, the parties seem to agree that Business and Professions Code section 7161 does not apply to Renew.

While any alleged violation of Business and Professions Code section 7161 does not apply to Renew, there remains other alleged statutory violations which go unaddressed by Renew’s demurrer. Perle also alleges that Renew violated Civil Code sections 1571–1573 and 1710, which pertain to fraud and deceit. (FAC 43.) As Renew did not mention these allegations in its demurrer, the Court concludes that Renew found no defects with the pleading as to these portions of Perle’s fourth cause of action, and Perle may proceed with litigating the case under those statutes.

Accordingly, Renew’s demurrer is overruled as to Perle’s fourth cause of action.

 

5.      Perle has alleged sufficient facts pertaining to future harm to support a cause of action for financial elder abuse.

Perle alleges in his fifth and final cause of action that Renew violated Welfare and Institutions Code section 15610.30 et seq. (the “Elder Abuse Act”), which applies to California residents over the age of 65. (FAC ¶¶ 47–58.) Under the Elder Abuse Act, one has committed “financial abuse” of an elder adult if one “takes, secretes, appropriates, obtains, or retains real or personal property of an elder or dependent adult,” either for a wrongful use, with intent to defraud, or by undue influence, or assists another in doing so. (Welf. & Inst. Code § 15610.30, subd. (a).) A plaintiff can show a “wrongful use” under the statute by alleging that the “person or entity knew or should have known that this conduct is likely to be harmful to the elder or dependent adult.” (Id., subd. (b).)

Here, Perle alleges that Renew has “taken, secreted, appropriated and/or retained” his property for a wrongful use by “failing to implement best in class consumer protections and special protections for seniors as required by Renew’s Administration Contract with the County, and by originating loans for seniors in excess of the reasonable market value of the subject improvements and secured by a first-priority lien on their homes.” (FAC 51.) Perle further argues that Renew assisted its contractors in violating the Elder Abuse Act. (Id., 52.)

Renew argues that “the simple act of entering into a financing agreement with an elder does not meet this [wrongful use] standard, even if the borrower later dislikes the terms.” (Dem. 14:2–4.) This argument is irrelevant because Perle’s argument is essentially based on Renew’s alleged breach of its administration contract, not its act of providing the loan. (Pl.’s Opp. 3:6–9.)

Renew further argues that Perle “fails to allege facts showing that Renew would be liable for the alleged misrepresentations by [its] contractor.” (Dem. 14:10–11.)  On the contrary, Perle alleges in his first amended complaint that “the administration contract required Renew to ‘enforce all policies and procedures for [contractor] compliance.’” (FAC 20.)

Renew also argues that “nothing in the FAC shows why Renew would be aware” of Perle being elderly and therefore having “limited cognitive ability and understanding the contracts he signed.” (Dem. 14:15–17.) However, as Perle accurately observes, Renew was aware that he was over the age of 65 because its loan application form “requires disclosure of the borrower’s birthdate.” (FAC 50.) Furthermore, the administration contract allegedly requires Renew to explicitly “provide special protection for seniors over 65 years of age to confirm they clearly understand the terms of the financing.” (Id., 16.) Therefore, there is no merit to Renew’s assertion that the first amended complaint lacks facts to support an allegation that it should have been aware of Perle’s vulnerable position as a senior citizen.

Accordingly, Renew’s demurrer is overruled as to Perle’s fifth cause of action.

 

III.             MOTION TO STRIKE PORTIONS OF THE FIRST AMENDED COMPLAINT

The court may, upon a motion, or at any time in its discretion, and upon terms it deems proper, strike any irrelevant, false, or improper matter inserted in any pleading. (Code Civ. Proc., § 436, subd. (a).) The court may also strike all or any part of any pleading not drawn or filed in conformity with the laws of this state, a court rule, or an order of the court. (Id., § 436, subd. (b).) The grounds for moving to strike must appear on the face of the pleading or by way of judicial notice. (Id., § 437.)

 

1.      Renew has not satisfied its meet and confer requirement under Code of Civil Procedure section 635.5.

“Before filing a motion to strike pursuant to this chapter, the moving party shall meet and confer in person or by telephone with the party who filed the pleading that is subject to the motion to strike for the purpose of determining if an agreement can be reached that resolves the objections to be raised in the motion to strike.” (Code Civ. Proc. § 435.5, subd. (a).) The parties are required to meet and confer at least five days before the date a motion to strike must be filed, otherwise the moving party is granted a 30-day extension to file the motion. (Ibid.)

Here, Renew’s attorney declares that on 8/22/22 he sent Perle’s attorney an email attempting to schedule a meet and confer by telephone before the 8/25/22 deadline to file the motion, “as required by Code of Civil Procedure section 430.5,” but his email went unanswered. (Decl. of Adam Barasch iso MTS, ¶ 4.) The Court notes that counsel has cited the incorrect statute governing the meet and confer requirement for this motion. Nevertheless, assuming that counsel is citing to Code of Civil Procedure section 435.5, the statute requires the parties to meet and confer at least five calendar days before the deadline to file the motion. (Code Civ. Proc. § 435.5, subd. (a)(2).) Here, Renew’s attorney did not reach out to Perle’s attorney until three calendar days before the filing deadline. (Barasch Decl. ¶ 4.) Therefore, Renew’s attorney has not sufficiently shown a good faith attempt to meet and confer with opposing counsel on these issues.

 

2.      Renew’s motion to strike portions of Laurita’s complaint pertaining to punitive damages is denied because Laurita has sufficiently pled malice, fraud, and oppression.

Punitive damages may be recovered upon a proper showing of malice, fraud, or oppression by clear and convincing evidence. (Civ. Code § 3294, subd. (a).) “Malice” is defined as conduct intended to cause injury to a person or despicable conduct carried on with a willful and conscious disregard for the rights or safety of others. (Turman v. Turning Point of Cent. Cal., Inc. (2010) 191 Cal.App.4th 53, 63.) “Oppression” means despicable conduct subjecting a person to cruel and unjust hardship, in conscious disregard of the person’s rights. (Ibid.) “Fraud” is an intentional misrepresentation, deceit, or concealment of a material fact known by defendant, with intent to deprive a person of property, rights or otherwise cause injury. (Ibid.) Punitive damages must be supported by factual allegations. Conclusory allegations, devoid of any factual assertions, are insufficient to support a conclusion that parties acted with oppression, fraud or malice. (Smith v. Superior Court (1992) 10 Cal.App.4th 1033, 1042; Anschutz Entertainment Group, Inc. v. Snepp (2009) 171 Cal.App.4th 598, 643.)

Here, Perle prays for punitive damages under his fifth cause of action, for financial abuse as defined the Elder Abuse Act. (FAC p. 18, 4.) Renew argues that “there is simply nothing to support the conclusion that Renew acted with malice, fraud or oppression, as required by law. Plaintiff states no facts against Renew that rise to the level required to support a claims [sic] for punitive damages.” (Def.’s Mem. of P. & A. iso MTS, 5:3–5.) However, Perle alleges that Renew originated “loans for seniors in excess of the reasonable market value of the subject improvements and secured by a first-priority lien on their homes,” while highlighting that senior citizens are “especially vulnerable to financial abuse, such as by predatory lending.” (FAC ¶¶ 51, 53.) Such conduct may be considered malicious, oppressive, and fraudulent as defined in Turman. (191 Cal.App.4th at 63.)

            Accordingly, Renew’s motion to strike the entirety of page 18, paragraph 5 of Perle’s first amended complaint pertaining to punitive damages is DENIED.

 

3.      Renew’s motion to strike portions of the complaint pertaining to attorney fees is denied because Perle has pled both a contractual and statutory basis for this award.

An award of attorney fees is proper when authorized by contract, statute, or law. (Code Civ. Proc. §§ 1032, subd. (b); 1033.5, subd. (a)(10).) Here, Perle prays for attorney fees pertaining to his fourth and fifth causes of action for violations of the PACE contract, the UCL, and the Elder Abuse Act, respectively. (FAC ¶¶ 46, 56.) While the UCL does not provide for attorney fees, the Elder Abuse Act entitles a plaintiff to reasonable attorney’s fees and costs for violation of Welfare and Institutions Code section 15610.30. (Welf. & Inst. Code § 15657.5.) Accordingly, Renew’s motion to strike the portion of paragraphs 46 and 56 of the first amended complaint pertaining to attorney fees is denied.

Perle also bases this request on Renew’s alleged violation of Business and Professions Code section 7161. (FAC 43.) As set forth above, Renew is not liable under this statute because it applies only to contractors. Therefore, Renew’s motion to strike the portion of paragraph 43 of the first amended complaint which states “plus reasonable attorney’s fees” is granted without leave to amend.

 

CONCLUSION

Renew’s demurrer is: OVERRULED.

 

Renew’s motion to strike is:

(1)   DENIED as to page 18, paragraph 5; and portions of paragraphs 46 and 56 of Perle’s first amended complaint pertaining to attorney fees; and

(2)   GRANTED as to the portion of paragraph 43 of the first amended complaint which states “plus reasonable attorney’s fees.”

 

Renew’s request for judicial notice is DENIED.