Judge Teresa A. Beaudet, Case Number: 21STCV34530, Date: 2024-09-24 Tentative Ruling

On September 20, 2021, Plaintiff Azusa Garvey Properties, LLC (“Plaintiff”) filed this action against Defendants West Covina Auto Plaza Association, Inc. (“the Association”) and Simon Sarriedine (“Sarriedine”) (jointly, “Defendants”). The Complaint alleges causes of action for (1) intentional interference with prospective economic advantage, and (2) declaratory relief. The first cause of action is alleged against Sarriedine and the second cause of action is alleged against the Association.

The Court denies Plaintiff’s request for judicial notice as to Exhibits C and E. The Court grants Plaintiff’s request for judicial notice as to Exhibit G.

The Court rules on Plaintiff’s evidentiary objections to the Declaration of Simon Sarriedine as follows:

The Court rules on Defendants’ evidentiary objections to the Declaration of Tarif Alhassen as follows:

Objection No. 1: sustained as to “such that any meetings of the Advisory Board for the BID were meetings of the Association and any action taken by the Advisory Board for the BID was action taken by the Association,” overruled as to the remainder.

Objection No. 2: sustained as to “[m]eetings of the BID and meetings of the Advisory Board for the BID are conducted pursuant to and consistent with the procedures set forth in the Bylaws for the Association,” overruled as to the remainder.

The Court rules on Defendants’ evidentiary objection to the Declaration of Christopher J. Petersen as follows:

“[A] motion for summary judgment shall be granted if all the papers submitted show that there is no triable issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.” (Code Civ. Proc., § 437c, subd. (c).) The moving party bears the initial burden of production to make a prima facie showing that there are no triable issues of material fact. (Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 850.) If the moving party carries this burden, the burden shifts to the opposing party to make a prima facie showing that a triable issue of material fact exists. (Ibid.) 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.)¿

“A defendant or cross-defendant has met that party’s burden of showing that a cause of action has no merit if the party has shown that one or more elements of the cause of action, even if not separately pleaded, cannot be established, or that there is a complete defense to the cause of action. Once the defendant or cross-defendant has met that burden, the burden shifts to the plaintiff or cross-complainant 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)(2).)

In the Complaint, Plaintiff alleges that the Association is comprised of seven membership positions, each representing one of the automobile dealership properties located within the City of West Covina Auto Plaza (the “Auto Plaza”). (Compl., ¶¶ 1, 20.) Plaintiff is a member of the Association due to its ownership of three properties within the Auto Plaza, including 1900 E. Garvey Avenue South. (Compl., ¶ 22.) Envision Motors is another member of the Association. (Compl., ¶ 23.) In or around late 2019, Sarriedine, the President and Chief Executive Officer of Envision Motors, became the Chief Executive Officer of the Association and a director of the Association. (Compl., ¶ 24.)

In late 2019, Plaintiff informed the City of West Covina (the “City”) that Enterprise expressed interest in leasing its property located at 1900 E. Garvey Avenue South (“the 1900 Property”) for purposes of operating a used automobile dealership. (Compl., ¶¶ 2, 3, 28.) After Plaintiff disclosed to the City the specific details of its proposed lease with Enterprise, including the monthly rent of $42,000.00, Sarriedine and others at Envision Motors began efforts to lease or purchase the 1900 Property from Plaintiff at below market rates. (Compl., ¶ 5.) Plaintiff rejected those offers and refused to lease or sell the 1900 Property to Envision Motors. (Ibid.)

Plaintiff alleges that in July 2021, City staff at the direction of the Secretary of the Association purported to notice a meeting of the Association at which the issues of “aesthetics” and “security” at the Auto Plaza would be discussed (the “July Meeting”). (Compl., ¶ 6.) Plaintiff alleges that notice of the July Meeting of the Association did not comply with the notice requirements of the Bylaws of the Association. (Ibid.) In addition, notice of the July Meeting was sent to Plaintiff at an address that Sarriedine knew was not occupied by Plaintiff. (Ibid.)

Plaintiff did not attend the July Meeting because it did not have notice of the meeting. (Compl., ¶ 7.) Plaintiff later learned that despite the limited items listed on the agenda for the July Meeting, the Association did more than discuss aesthetics and security at the Auto Plaza during the meeting. (Ibid.) Specifically, the Association voted to authorize Sarriedine to request, on behalf of the Association, the implementation of an overlay zone in the Auto Plaza expressly prohibiting any used car dealership from operating at the 1900 Property. (Compl., ¶¶ 7, 39.) Plaintiff alleges that by engaging in this conduct, Sarriedine intended to disrupt the relationship between Plaintiff and Enterprise. (Compl., ¶ 40.)

In the first cause of action for intentional interference with prospective economic advantage, Plaintiff alleges, inter alia, that “Sarriedine knew of the relationship between Plaintiff and Enterprise and the intent that Enterprise would lease the 1900 Property for the purpose of operating a used car dealership at the property.” (Compl., ¶ 38.) Plaintiff alleges that “[w]ith knowledge of the relationship between plaintiff and Enterprise, Sarriedine, as an officer and director of the Association, caused the Association to disregard its Bylaws and Articles to hold the improper and illegal July Meeting at which the Association took the ultra vires act of authorizing Sarreidine to request, on behalf of the Association, the implementation of an overlay zone in the Auto Plaza expressly prohibiting the operation of a used car dealership at the 1900 Property.” (Compl., ¶ 39.) Plaintiff alleges that “[b]y engaging in this conduct, Sarriedine intended to disrupt the relationship between Plaintiff and Enterprise or, at a minimum, knew that disruption of the relationship was certain or substantially certain to occur as a result of his actions.” (Compl., ¶ 40.)

In the second cause of action for declaratory relief, Plaintiff alleges, inter alia, that “[a] present and actual controversy now exists between Plaintiff and the Association…Plaintiff contends that the July Meeting of the Association was not properly noticed or agendized as required by the Bylaws of the Association and that the action taken violated the Articles of the Association and, as such, any action taken by the Association at the July Meeting is invalid and must be rescinded…Plaintiff is informed and believes, and based thereon alleges, that the Association, under the direction and control of Sarriedine and Morales, contends that the July Meeting of the Association was properly noticed and agendized as required by the Bylaws of the Association and that the action taken by the Association at the July Meeting was authorized and is valid and binding.” (Compl., ¶¶ 45-47.) Plaintiff alleges that “[a] judicial declaration regarding the parties’ respective rights under the Bylaws and the Articles of the Association is necessary and appropriate at this time to resolve this controversy and Plaintiff requests an order that: (a) the July Meeting was conducted in violation of the Bylaws of the Association; (b) the action taken at the July Meeting by the Association violated the Bylaws and Articles of the Association; and (c) the Association is required to formally rescind any resolution passed or action taken at the July Meeting.” (Compl., ¶ 48.)

In the instant motion, Defendants argue that they “are entitled to summary judgment because the July meeting never happened.” (Mot. at p. 7:20-21.) Defendants assert that “[t]he undisputed facts establish that the Association never held the July Meeting.” (Mot. at p. 8:16.)

Defendants submit the Declaration of Simon Sarriedine, who is the President of the West Covina Auto Plaza Association, Inc. (Sarriedine Decl., ¶ 1.) Mr. Sarriedine states that “[t]he West Covina Auto Plaza Association, Inc. (the ‘Association’) is a non-profit mutual benefit corporation that was formed to act as a trade association for retail dealers of automobiles in the City of West Covina.” (Sarriedine Decl., ¶ 4.) Mr. Sarriedine further states that “I did not instruct anyone to notice a meeting of the Association for July 6, 2021. The Association did not notice a meeting for July 6, 2021. The Association did not hold a meeting on July 6, 2021.” (Sarriedine Decl., ¶ 6.)

Mr. Sarriedine further states that he is the President of the West Covina Auto Plaza Business Improvement District (the “BID”). (Sarriedine Decl., ¶ 7.) Mr. Sarriedine states that “[t]he BID works in conjunction with the Association and the dealerships in the Auto Plaza, whose members serve as the advisory board.” (Sarriedine Decl., ¶ 7.) Mr. Sarriedine states that “[t]he BID held a meeting on July 6, 2021, where it was agreed that the BID would request that the West Covina City Council create the Overlay Zone that prohibited used car dealerships from operating in the Auto Plaza.” (Sarriedine Decl., ¶ 8.)

Exhibit 5 to Mr. Sarriedine’s declaration is a copy of the “Minutes for the Special Meeting of the Advisory Board for the West Covina Auto Plaza Business Improvement District.” (Sarriedine Decl., ¶ 8, Ex. 5.) These minutes state “Tuesday, July 6, 2021” under “Date & Time,” and provide, inter alia, that “Staff discussed the process necessary for the creation of an Overlay Zone at the West Covina Auto Plaza. Items covered within the discussion included aesthetic standards within the Auto Plaza and security concerns within the center. Uses within the district were also discussed.” (Sarriedine Decl., ¶ 8, Ex. 5.)

Defendants assert that accordingly, “[t]he fatal flaw to [Plaintiff’s] claim is that the Association never held a meeting that authorized Sarriedine to request the zoning change. Nor did Sarriedine cause the Association to notice such a meeting. Rather, the meeting that [Plaintiff] takes issue with is one held by the West Covina Auto Plaza Business Improvement District…” (Mot. at p. 3:24-27.)

In the opposition, Plaintiff asserts, inter alia, that “the evidence submitted by Plaintiff creates triable issues of material fact regarding whether: (1) the Advisory Board for the BID is the same as the Association; and (2) the Auto Plaza overlay zone was requested by the Association.” (Opp’n at p. 6:25-27.)

Plaintiff asserts that “City Resolution No. 9071, which created the Advisory Board for the BID, establishes that the BID is composed of the members of the Association and that the

members of the Association and the Advisory Board for the BID have always been identical.” (Opp’n at p. 7:11-13.) Exhibit “G” to Plaintiff’s Request for Judicial Notice is “Resolution No. 9071,” a “Resolution of the City Council of the City of West Covina to Appoint the Members of the West Covina Auto Plaza Association, Inc. to be the Advisory Board for the West Covina Auto Plaza Business Improvement District.” (Plaintiff’s RJN, Ex. G.)

Resolution No. 9071 provides, inter alia, that “[o]n June 1, 1993, the City Council adopted Ordinance No. 1923, which established the West Covina Auto Plaza Business Improvement District for purposes of levying an assessment within the designated district area.” (Plaintiff’s RJN, Ex. G.) Resolution No. 9071 further provides that “[t]he Parking and Business Improvement Area Law of 1989 (Streets and Highways Code section 36500, et seq.) requires the City Council to designate or appoint an Advisory Board, which will recommend the method and basis of levying the assessment.” (Plaintiff’s RJN, Ex. G.) Resolution No. 9071 provides that “[t]he City Council proposes to appoint the members of the West Covina Auto Plaza Association, Inc. to be the Advisory Board for the West Covina Auto Plaza Business Improvement District pursuant to the Parking and Business Improvement Area Law of 1989.” (Plaintiff’s RJN, Ex. G.)[1]

But Plaintiff does not appear to provide evidence showing that the “Advisory Board for the West Covina Auto Plaza Business Improvement District” and the “West Covina Auto Plaza Association, Inc.” are the same legal entity. As discussed, in the Complaint, Plaintiff alleges that “[w]ith knowledge of the relationship between plaintiff and Enterprise, Sarriedine, as an officer and director of the Association, caused the Association to disregard its Bylaws and Articles to hold the improper and illegal July Meeting at which the Association took the ultra vires act of authorizing Sarreidine to request, on behalf of the Association, the implementation of an overlay zone in the Auto Plaza…” (Compl., ¶ 39, emphasis added.) The “Association” that is the defendant in this action is the “West Covina Auto Plaza Association, Inc.” (Compl., ¶ 1.) Plaintiff does not appear to provide any evidence with the opposition showing that any meeting of “West Covina Auto Plaza Association, Inc.” took place in July of 2021.

In the reply, Defendants assert that “Plaintiff seeks to create a triable issue of fact by claiming that there is no distinction between the Association and the BID. To the contrary, the Association is a California corporation and the BID is a governmental entity created by the Legislature, which subsequently created an Advisory Board for the BID. The fact that the same people are part of both the Association and the BID’s Advisory Board does not demonstrate that the two entities are really just one entity.” (Reply at p. 2:6-10, emphasis omitted.) Indeed, Plaintiff does not appear to provide any legal authority to support the proposition that “West Covina Auto Plaza Association, Inc.” and the “Advisory Board for the West Covina Auto Plaza Business Improvement District” are the same entity because the members of the Association are on the Advisory Board.

As discussed above, Mr. Sarriedine states that “[t]he West Covina Auto Plaza Association, Inc. (the ‘Association’) is a non-profit mutual benefit corporation that was formed to act as a trade association for retail dealers of automobiles in the City of West Covina.” (Sarriedine Decl., ¶ 4.) As further discussed, Resolution No. 9071 provides, inter alia, that “[o]n June 1, 1993, the City Council adopted Ordinance No. 1923, which established the West Covina Auto Plaza Business Improvement District for purposes of levying an assessment within the designated district area.” (Plaintiff’s RJN, Ex. G.)

Plaintiff also submits the Declaration of Tarif Alhassen, the manager of Azusa Garvey Properties, LLC, who states that “[a]t all times, my understanding has been that there is no difference between the Advisory Board for the BID and the Association…” (Alhassen Decl., ¶¶ 1, 5.) In the reply, Defendants counter that “the fact that the individuals involved with both entities are sometime confused as to which entity is taking action does not deprive either entity of its independent legal status.” (Reply at p. 2:11-12.) Indeed, Plaintiff does not cite to legal authority supporting the proposition that the Advisory Board for the West Covina Auto Plaza Business Improvement District and the West Covina Auto Plaza Association, Inc. are the same legal entity because Plaintiff’s manager’s understanding was there was “no difference” between such entities.

Mr. Alhassen also states in his declaration that “for meetings scheduled for May 26, 2019 and May 26, 2021, I received emails from the Secretary of the Association purporting to provide notice of a meeting for the BID. Each of those email notices, like all other email notices for meetings of the BID that I have received is addressed to the ‘Auto Plaza Association’.” (Alhassen Decl., ¶ 6(e).) But the May 13, 2021 email provided states, inter alia, “Dear Auto Plaza Association, The Auto Plaza Business Improvement District (BID) annual meeting is scheduled for Wednesday, May 26, 2021 at 10:00 a.m.” (Alhassen Decl., ¶ 6(e), Ex. A, underline added.) This email does not appear to reference any meeting of the West Covina Auto Plaza Association, Inc.

Plaintiff also asserts in the opposition that “[t]he Association (Not the BID) requested the Auto Plaza Overlay Zone.” (Opp’n at p. 3:7.) As discussed, Plaintiff alleges that “the Association took the ultra vires act of authorizing Sarreidine to request, on behalf of the Association, the implementation of an overlay zone in the Auto Plaza…” (Compl., ¶ 39.) Plaintiff cites to Exhibit 3 to Defendants’ counsel’s declaration in support of the motion. (Gubernick Decl., ¶ 4, Ex. 3.) Exhibit 3 is “Ordinance No. 2486,” which is “An Ordinance of the City Council of the City of West Covina, California, Adopting Zone Change No. 21-01 and Creating the Auto Plaza Overlay Zone.” (Gubernick Decl., ¶ 4, Ex. 3.) Ordinance No. 2486 provides, inter alia, that “on July 20, 2021, the City Council considered a request made by the Advisory Board of the West Covina Auto Plaza Business Association to create an Auto Plaza Overlay zone…” (Gubernick Decl., ¶ 4, Ex. 3, emphasis added.)

As an initial matter, the Defendant named in the Complaint here is the “West Covina Auto Plaza Association, Inc.,” not the “West Covina Auto Plaza Business Association.” And as discussed, the basis of Plaintiff’s cause of action for intentional interference with prospective economic advantage is that “[w]ith knowledge of the relationship between plaintiff and Enterprise, Sarriedine, as an officer and director of the Association, caused the Association to disregard its Bylaws and Articles to hold the improper and illegal July Meeting[2] at which the Association took the ultra vires act of authorizing Sarreidine to request, on behalf of the Association, the implementation of an overlay zone in the Auto Plaza expressly prohibiting the operation of a used car dealership at the 1900 Property.” (Compl., ¶ 39.) As discussed, Plaintiff does not appear to provide any evidence showing that a meeting of the “West Covina Auto Plaza Association, Inc.” took place in July of 2021 at which the Association authorized Sarreidine to request, on behalf of the Association, the implementation of an overlay zone. (Ibid.)

Plaintiff’s declaratory relief cause of action is similarly based on allegations concerning the “July Meeting,” and as discussed, Plaintiff seeks an order that “(a) the July Meeting was conducted in violation of the Bylaws of the Association; (b) the action taken at the July Meeting by the Association violated the Bylaws and Articles of the Association; and (c) the Association is required to formally rescind any resolution passed or action taken at the July Meeting.” (Compl., ¶ 48.)

Based on the foregoing, the Court finds that Defendants have met their initial burden of demonstrating that Plaintiff’s first and second causes of action are without merit. As discussed, Defendants provide evidence that the West Covina Auto Plaza Association, Inc. did not hold a meeting on July 6, 2021, and that a special meeting of the Advisory Board for the West Covina Auto Plaza Business Improvement District took place on this date. The Court does not find that Plaintiff has raised a triable issue of material fact as to whether the alleged “July Meeting” of the West Covina Auto Plaza Association, Inc. took place. Accordingly, the Court grants Defendants’ motion for summary judgment.

Based on the foregoing, Defendants’ motion for summary judgment is granted. The Court orders Defendants to file and serve a proposed judgment within 10 days of the date of this Order.

[1]Resolution No. 9071 provides, “PASSED AND ADOPTED by the City Council of the City of West Covina at a regular meeting thereof held on the 19th day of April, 1994.” (Plaintiff’s RJN, Ex. G.)

[2]As discussed, Plaintiff alleges that the “July Meeting” took place in July of 2021. (Compl., ¶ 6.)

AZUSA GARVEY PROPERTIES, LLC, Plaintiff, vs. WEST COVINA AUTO PLAZA ASSOCIATION, INC., et al., Defendants.	Case No.:	21STCV34530
	Hearing Date:	September 24, 2024
	Hearing Time:	10:00 a.m.
	[TENTATIVE] ORDER RE: MOTION FOR SUMMARY JUDGMENT

Superior Court of California

County of Los Angeles

Department 50