Judge: Robert P. Dahlquist, Case: 37-2022-00013433-CU-BC-NC, Date: 2023-11-03 Tentative Ruling

SUPERIOR COURT OF CALIFORNIA,

DEPT.:

EVENT DATE:

EVENT TIME:

SOUTH BUILDING TENTATIVE RULINGS - November 02, 2023

11/03/2023  01:30:00 PM  N-29 COUNTY OF SAN DIEGO

JUDICIAL OFFICER:Robert P Dahlquist

CASE NO.:

CASE CATEGORY:

EVENT TYPE:

CASE TITLE: CASE TYPE:

Civil - Unlimited  Breach of Contract/Warranty Summary Judgment / Summary Adjudication (Civil) 37-2022-00013433-CU-BC-NC STATE AND OAK CARLSBAD LLC VS STATE AND OAK CARLSBAD LIMITED PARTNERSHIP [IMAGED] CAUSAL DOCUMENT/DATE FILED: Motion for Summary Judgment and/or Adjudication, 08/18/2023

Plaintiff State and Oak – Carlsbad, LLC's motion for summary adjudication of plaintiff's first cause of action for express contractual indemnity (ROA # 41) is granted.

Plaintiff's request for judicial notice dated August 21, 2023 (ROA # 47) is granted.

On April 11, 2022, plaintiff filed a complaint asserting causes of action for express contractual indemnity, equitable indemnity and declaratory relief against defendants State and Oak – Carlsbad, LP, State and Oak – Carlsbad Properties, Ltd. and Steven Cox. ROA # 1. Plaintiff alleges that the defendants are in breach of their contractual obligation to indemnify plaintiff State and Oak – Carlsbad, LLC for the legal fees and costs incurred in the underlying action of Knysh v. Cox et al., Case No.

37-2019-00014225-CU-FR-NC.

Plaintiff moves for summary adjudication of the first cause of action for express contractual indemnity on the basis that there is no genuine dispute of material fact that: (1) defendants owe a contractual duty to indemnity plaintiff for certain legal fees and costs; (2) plaintiff incurred legal fees and costs which are covered by defendants' contractual indemnity obligations in the underlying action (19-14225); (3) defendants are in breach of their contractual obligations; and (4) the amount of fees and costs claimed by plaintiff is reasonable.

Defendants oppose the motion on the basis that plaintiff obtained a money judgment in case no.

19-14225 for its attorney fees sought in this action against Knysh. ROA # 49. As such, according to defendants, plaintiff's claims are barred by res judicata, collateral estoppel, improper claim splitting and the doctrine of election of remedies. Alternatively, defendants request that the court stay or abate this action pending the payment of attorney fees by Knysh in the underlying action. Id. In analyzing motions for summary judgment/adjudication, courts must apply a three-step analysis: (1) identify the issues framed by the pleadings to be addressed; (2) determine whether the moving party has shown facts justifying a judgment in movant's favor; and (3) determine whether the opposing party has demonstrated the existence of a triable, material issue of fact. Sun v. City of Oakland (2008) 166 Cal.App.4th 1177, 1182-83; McGarry v. Sax (2008) 158 Cal.App.4th 983, 994; Hinesley v. Oakshade Town Center (2005) 135 Cal. App. 4th 289, 294.

In ruling on a summary judgment motion, the Court must 'liberally construe' the opposing party's evidence and 'strictly scrutinize' the moving party's evidence, and 'resolve any evidentiary doubts or ambiguities' in favor of the opposing party. McDonald v. Antelope Valley Community College District Calendar No.: Event ID:  TENTATIVE RULINGS

3003173 CASE NUMBER: CASE TITLE:  STATE AND OAK CARLSBAD LLC VS STATE AND OAK CARLSBAD  37-2022-00013433-CU-BC-NC (2008) 45 Cal.4th 88, 96 – 97. Similarly, 'any doubts as to the propriety of granting a summary judgment motion should be resolved in favor of the party opposing the motion.' Reid v. Google, Inc.

(2010) 50 Cal.4th 512, 535.

Express indemnity refers to an obligation that arises 'by virtue of express contractual language establishing a duty in one party to save another harmless upon the occurrence of specified circumstances.' Bay Dev., Ltd. v. Superior Ct. (1990) 50 Cal. 3d 1012, 1029. Express indemnity generally is not subject to equitable considerations or a joint legal obligation to the injured party; rather, it is enforced in accordance with the terms of the contracting parties' agreement. Prince v. Pac. Gas & Elec. Co. (2009) 45 Cal. 4th 1151, 1158.

In this case, plaintiff has established the existence of an express indemnity obligation between plaintiff and the defendants. See Separate Statement of Undisputed Material Facts (SSUMF) (ROA # 43), Nos.

8-10; see also Corn Decl. (ROA # 44), ¶¶ 9-17 and Exhibit A [Real Estate Purchase and Sale Agreement and Joint Escrow Instructions Between State and Oak – Carlsbad, Limited Partnership, Seller, and State and Oak – Carlsbad, LLC, Purchaser, dated as of May 9, 2018]. Plaintiff has further established that Knysh's claims in the underlying action are subject to the indemnity provisions of the Agreement. See SSUMF, Nos. 16-17 (citing to the Corn Decl.). Finally, plaintiff has established that the amount of attorney fees and costs incurred by plaintiff in the underlying action. See SSUMF, Nos. 26-30 (citing to the Corn Decl. and Andelin Decl. (ROA # 45).

Defendants do not dispute any of the facts essential to a determination of the merits of plaintiff's claim for express contractual indemnity. (ROA # 51) The court is not persuaded that any of defendants' legal arguments challenging plaintiff's claim for express contractual indemnity are meritorious. In particular, the court is not persuaded that a party having an entitlement to express contractual indemnity for attorney fees and costs loses that entitlement by also having a judgment against a third-party for the attorney fees and costs.

Therefore, the motion for summary adjudication is granted.

This is the tentative ruling for an appearance hearing (in person or remote) at 1:30 p.m. on Friday, November 3, 2023. If no party appears at the hearing, this tentative ruling will become the order of the court as of November 3, 2023. If the parties are satisfied with the court's tentative ruling or do not otherwise wish to argue the motion, they are encouraged to give notice to the court and each other of their intention not to appear, though this notice is not required.

Calendar No.: Event ID:  TENTATIVE RULINGS

3003173