Judge Stephen I. Goorvitch, Case 22STCV37369 2023-04-13 Tentative Ruling

Judge: Stephen I. Goorvitch, Case: 22STCV37369, Date: 2023-04-13 Tentative Ruling

Case Number: 22STCV37369 Hearing Date: April 13, 2023 Dept: 39

Urban Soccer5 Center LLC v. Lisa Vernola Salas, et al.

Case No. 22STCV37369

Order #1 of 2

Motion to Transfer

Defendants filed a motion to this case from the Central District to the Southeast District. Defendants’ counsel relies on Local Rule 2.3, which states that the Supervising Judge of the Civil Division may transfer a civil case from one district to another. The undersigned is not the Supervising Judge of the Civil Division and therefore has no authority to transfer this case. Rather, this motion must be heard in Department One. Therefore, the motion is denied without prejudice to Defendants’ counsel requesting a hearing in Department One. Defendants’ counsel shall provide notice and file proof of such with the Court.

Order #2 of 2

Demurer and Motion to Strike

BACKGROUND

Plaintiff Urban Soccer 5 Center, LLC (“Plaintiff”) filed this action against Lisa Vernola Salas and Joan Vernola, as individuals and trustees of the Vernola Family Trust (collectively, “Defendants”). Plaintiff asserts the following causes of action in the first amended complaint:

1. Breach of contract

2. Breach of the implied covenant of good faith and fair dealing

3. Anticipatory repudiation

4. Breach of implied covenant of quiet enjoyment

5. Intentional interference with contractual relations

6. Accounting

7. Unfair business practices

8. Declaratory relief

9. Intentional interference with contractual relations

Defendants demur to the first amended complaint and move to strike certain portions of the first amended complaint. The demurrer is overruled, and the motion to strike is denied.

PLAINTIFF’S ALLEGATIONS

The parties entered into a written lease for commercial space at the subject property. (First Amended Complaint, ¶ 13.) However, in 2018, Defendants began to engage in harassing and violative conduct in order to drive Plaintiff from the subject property and end a lease they no longer deemed to be advantageous. (Id., ¶ 17.) Defendants did so because they received a more lucrative opportunity for a proposed development plan at the subject property. (Ibid.) For example, Defendants refused to accept the rent, demanding late fees, or made it difficult for Plaintiff to pay rent by the due date. (Id., ¶ 19.) Defendants had the vehicles of Plaintiff’s customers towed from the subject property, notwithstanding that parking is included in the lease. (Id., ¶ 20.) Defendants have been requiring Plaintiff to pay more than its proportionate share of the property taxes and refuses to provide documentation supporting the assessment. (Id., ¶¶ 21-22.) Defendants demanded late fees and attempted to evict Plaintiff in violation of the COVID-19 moratoria. (Id., ¶ 28.) In March 2022, Plaintiff approached Defendant regarding an assignment of the lease as a result of Plaintiff selling its business to a third party buyer. (Id., ¶ 30.) Defendants have unreasonably withheld consent for the assignment, notwithstanding that doing so violates the terms of the lease. (Ibid.) Finally, Defendants have suggested that they will not renew Plaintiff’s lease, in violation of its terms. (Id., ¶ 31.)

REQUEST FOR JUDICIAL NOTICE

The Court grants Defendants’ request for judicial notice under Evidence Code section 452(d). On January 6, 2021, Defendants filed an unlawful detainer action against Plaintiff, which was Case Number 21NWCV00005. (Request for Judicial Notice, Exh. B.) The parties settled the matter, entering into a stipulation and judgment on June 15, 2021. (Id., Exh. A.)

LEGAL STANDARD

“It is black letter law that a demurrer tests the legal sufficiency of the allegations in a complaint.” (Lewis v. Safeway, Inc. (2015) 235 Cal.App.4th 385, 388.) In ruling on a demurrer, the court must “liberally construe[]” the allegations of the complaint. (Code Civ. Proc., § 452.) “This rule of liberal construction means that the reviewing court draws inferences favorable to the plaintiff, not the defendant.” (Perez v. Golden Empire Transit Dist. (2012) 209 Cal.App.4th 1228, 1238.)

Any party, within the time allowed to respond to a pleading, may serve and file a motion to strike the whole pleading or any part thereof. (Code Civ. Proc., § 435, subd. (b)(1); Cal. Rules of Court, rule 3.1322, subd. (b).) On a motion to strike, the court may: (1) strike out any irrelevant, false, or improper matter inserted in any pleading; or (2) strike out all or any part of any pleading not drawn or filed in conformity with the laws of California, a court rule, or an order of the court. (Code Civ. Proc., § 436, subd. (a)-(b); Stafford v. Shultz (1954) 42 Cal.2d 767, 782.)

DISCUSSION

Defendants argue that this entire action is barred by the doctrine of collateral estoppel because Plaintiff was required to file a cross-complaint in the unlawful detainer case. In fact, cross-complaints cannot be filed in unlawful detainer actions. (Superior Motels, Inc. v. Rinn Motor Hotels, Inc. (1987) 195 Cal.App.3d 1032, 1066.) Accordingly, this argument fails.

Defendants argue that Plaintiff cannot prove any damages because Paragraph #8.8 of the lease waives all claims against the landlord and requires Plaintiff to seek recourse against its insurance policies. The interpretation of a contract is a judicial function. (Wolf v. Walt Disney Pictures & Television (2008) 162 Cal.App.4th 1107, 1126, citation omitted.) In engaging in this function, the trial court “give[s] effect to the mutual intention of the parties as it existed” at the time the contract was executed. (Ibid., citing Civ. Code, § 1636.) Ordinarily, the objective intent of the contracting parties is a legal question determined solely by reference to the contract’s terms. (Ibid., citing Civ. Code, § 1639.) However, extrinsic evidence is admissible to interpret an agreement when a material term is ambiguous. (Ibid., citations omitted.) A waiver must be clear, unambiguous, and explicit in expressing the parties’ intent. (See Lund v. Bally’s Aerobic Plus, Inc. (2000) 78 Cal.App.4th 733, 738.) This provision does not clearly waive the type of misconduct alleged in the first amended complaint. The Court cannot consider extrinsic evidence in ruling on a demurrer, so the Court cannot resolve this issue except by way of an evidentiary motion. Nor can the Court consider whether Plaintiff had the required insurance coverage in ruling on this motion.

Defendants argue that Plaintiff has not sufficiently alleged a cause of action for breach of contract because the allegations are conclusory. The Court disagrees and finds that Plaintiff has alleged sufficient facts for pleading purposes. Plaintiff is entitled to plead breach of contract in general terms. (Ochs v. PacifiCare of Cal. (2004) 115 Cal.App.4th 782, 795.) Defendant may obtain further information through discovery. (See Lickiss v. Financial Industry Regulatory Authority (2012) 208 Cal.App.4th 1125, 1135.) Likewise, Defendant’s argument that Plaintiff’s cause of action for breach of the implied covenant of good faith and fair dealing is duplicative fails. Plaintiff is entitled to plead in the alternative. (Mendoza v. Continental Sales Co. (2006) 140 Cal.App.4th 1395, 1402.)

The Court has considered Defendants’ remaining arguments and finds that none has merit. Plaintiff’s allegations are sufficient, so the Court overrules the demurrer. The Court also denies the motion to strike, because Defendants seek only to strike allegations that purportedly are false or incorrect. A motion to strike cannot be used as a “‘line item veto’ for the civil defendant . . . .” (PH II, Inc. v. Superior Court (1995) 33 Cal.App.4th 1680, 1683.)

CONCLUSION AND ORDER

Based upon the foregoing, the Court orders as follows:

1. Defendants’ demurrer is overruled.

2. Defendants’ motion to strike is denied.

3. Defendants shall file an answer within twenty (20) days.

4. Defendants shall provide notice and file proof of such with the Court.