Judge Salvatore Sirna, Case 22PSCV00438 2023-02-28 Tentative Ruling

Judge: Salvatore Sirna, Case: 22PSCV00438, Date: 2023-02-28 Tentative Ruling

Case Number: 22PSCV00438 Hearing Date: February 28, 2023 Dept: G

Plaintiff KeyBank National Association’s Motion for Summary Judgment

Respondent: NO OPPOSITION

TENTATIVE RULING

Plaintiff KeyBank National Association’s Motion for Summary Judgment is DENIED.

BACKGROUND

This is a breach of contract action arising from a loan and security agreement. On October 22, 2014, Plaintiff KeyBank National Association entered into a written agreement with Defendant JYuan Corp. (Lion Express), doing business as Lion Express, in which Plaintiff agreed to provide $381,972.81 for Lion Express to purchase equipment. Lion Express agreed to make an initial payment of $395, sixty-three monthly payments of $4,639.39, and one final payment of $81,034.39. James Yuan (Yuan) and Golden Lion Transportation (Golden Lion) also executed personal guaranties to guaranty payment under the agreement. Plaintiff alleges Lion Express breached the agreement by failing to make monthly payments and now owes $63,060.40. On December 27, 2021, Plaintiff send demand letters to Lion Express, Yuan, and Golden Lion demanding payment.

On May 6, 2022, Plaintiff filed a complaint against Lion Express, Yuan, and Golden Lion (collectively, Defendants), alleging breach of written contract against each defendant.

On October 14, 2022, Plaintiff filed the present motion for summary judgment. A hearing on the motion is set for February 28, 2023. A final status conference is also set for February 20, 2024, along with a jury trial on March 5.

EVIDENTIARY OJECTIONS BY DEFENDANT

Defendant James Yuan filed evidentiary objections to the declaration of Nancy Barnes. The court finds the objections were filed untimely. Therefore, the objections are not considered by the court.

ANALYSIS

Plaintiff moves for summary judgment on Plaintiff’s breach of contract claims against all three Defendants. For the following reasons, the court DENIES Plaintiff’s motion.

Legal Standard

Motion for Summary Judgment

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, quoting Code Civ. Proc., § 437c, subd. (c).) “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, 67, quoting FPI Development, Inc. v. Nakashima (1991) 231 Cal. App.3d 367, 381-382.)

“A plaintiff or cross-complainant has met his or her burden of showing that there is no defense to a cause of action if that party has proved each element of the cause of action entitling the party to judgment on¿the¿cause of action.” (Code Civ. Proc., § 437c, subd. (p)(1).) Then, “the burden shifts to the defendant or cross-defendant to show that a triable issue of one or more material facts exists as to¿the¿cause of action or a defense thereto.” (Code Civ. Proc., § 437c, subd. (p)(1).) 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, 166.) 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.)

Breach of Contract

To succeed on a claim for breach of contract, 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.) In some circumstances, a plaintiff may also “plead the legal effect of the contract rather than its precise language.” (Construction Protective Services, Inc. v. TIG Specialty Ins. Co. (2002) 29 Cal.4th 189, 198-199.)

Discussion

In this case, Plaintiff claims Defendants entered into a written agreement with Plaintiff on October 22, 2014. (Barnes Decl., ¶ 3-5.) Plaintiff provided a copy of a document titled “Loan and Security Agreement” that is dated October 22, 2014 and includes the signatures of “Jame yuan” [sic] on behalf of Lion Express and Amy Gossin on behalf of Plaintiff. (Barnes Decl., Ex. A.) According to the agreement, “Borrower hereby promises to pay to the order of Lender (at the address specified by Lender) the principal sum of the Amount Financed (set forth below, together with interest thereon, as provided in the Payment Schedule (set forth below).” (Barnes Decl., Ex. A., p. 1.) The agreement lists the “amount financed” as $381,972.83. (Barnes Decl., Ex. A., p. 1.) However, while the agreement specifies the “payment schedule” is attached, no payment schedule is provided with the agreement. (Barnes Decl., Ex A, p. 1.) According to the declaration of Plaintiff’s litigation coordinator, Lion Express agreed to make an initial payment of $395, sixty-three monthly installments of $4,639.39, and a final payment of $81,034.39. (Barnes Decl., ¶ 3.) However, according to the demand letter sent by Plaintiff’s counsel, the agreement required eighty-three or eighty-four monthly payments of $6,678.65 and a lump sum payment of $81,034.39. (Barnes Decl., Ex. D.) Plaintiff also provides copies of signed personal guarantees executed on the same date as the Loan and Security Agreement by “James Yuan” and “Golden Lion Transportation Inc.” (Barnes Decl., Ex. B, C.) In light of this conflicting evidence, it is unclear what was the actual payment schedule under the contract, thereby creating a triable issue.

Plaintiff also failed to provide any evidence establishing Plaintiff actually performed under the contract by providing the agreed-upon financing or equipment. The sole declaration by Plaintiff’s litigation coordinator does not state when or how Plaintiff performed under the contract beyond stating “Lion Express entered into a Loan and Security Agreement (“Agreement”) with Plaintiff.” (Barnes Decl., ¶ 3.) Plaintiff does provide a copy of the demand letter sent to Defendants on February 4, 2022. (Barnes Decl., Ex. D.) However, even if Plaintiff’s performance could be inferred from this demand letter and the litigation coordinator’s declaration, all reasonably drawn inferences must be made in favor of Defendants as the non-moving parties. (Jacqueline R. v. Household of Faith Family Church, Inc. (2002) 97 Cal.App.4th 198, 203.) Thus, Plaintiff failed to establish there are no triable issues of material fact as to its cause of action for breach of contract against Defendants.

Accordingly, the court finds Plaintiff’s evidence is incomplete and/or contradictory. As such, Plaintiff did not establish an entitlement to judgment as a matter of law. Plaintiff’s motion is DENIED.

CONCLUSION

Based on the foregoing, the court DENIES Plaintiff’s motion for summary judgment.