Judge William A. Crowfoot, Case Number: 22AHCV00346, Date: 2025-06-13 Tentative Ruling

Judge: William A. Crowfoot, Case: 22AHCV00346, Date: 2025-06-13 Tentative Ruling

On June 8, 2022, plaintiff City of Pasadena (“Plaintiff”) filed this action against defendant Linked Progress, Inc. (“Defendant”) for breach of written contract and conversion. Plaintiff alleges Defendant failed to make timely payments as required under a Corrected First Amendment to Sublease Agreement 20,848 (“Agreement”), which provided that Defendant would pay $9,733 per month in rent for certain interior space (‘premises”) located within the “De Lacey Avenue Parking Facility” (“Parking Facility”).

On March 21, 2025, Plaintiff filed this motion for summary judgment or, in the alternative, summary adjudication of the breach of contract claim. The motion is unopposed.

The function of a motion for summary judgment or adjudication is to enable summary dismissal without the need for trial where an opposing party cannot show evidentiary support for a pleading or claim. (Aguilar v. Atlantic Ritchfield Co. (2001) 25 Cal.4th 826, 843.) Summary judgment is granted when, after the Court’s consideration of the evidence set forth in the papers and all reasonable inferences accordingly, no triable issues of fact exist, and the moving party is entitled to judgment as a matter of law. (Code Civ. Proc. § 437c (c); Villa v. McFarren (1995) 35 Cal.App.4th 733, 741.) A moving plaintiff meets their burden on summary judgment by proving each element entitling the party to judgment on that cause of action. (Code Civ. Proc., § 437c, subd. (p)(1).) The burden then shifts to the defendant or cross-defendant to show that a triable issue of one or more material facts exists as to that cause of action or defense thereto.

The Court GRANTS Plaintiff’s request for judicial notice as to Exhibits 3 and 4, which are two ordinances reflecting legislative enactments by the City of Pasadena. (RJN, Exs. 3-4.) The request is DENIED as to Exhibits 1 and 2, which are copies of the Sublease Agreement #20,848 and the Agreement, because they are not proper subjects of judicial notice; nevertheless, those exhibits are considered evidence authenticated by Plaintiff’s custodian of records.

To prove a breach of contract, the plaintiff must prove “(1) the contract, (2) the plaintiff’s performance of the contract or excuse for nonperformance, (3) the defendant’s breach, and (4) the resulting damage to the plaintiff.” (Richman v. Hartley (2014) 224 Cal.App.4th 1182, 1186.

Plaintiff explains that it (as “Sublessor”) entered into Sublease Agreement #20,848 with Spit Fire Restaurants, LLC (as “Sublessee”) for the Premises located within the Parking Facility. (Undisputed Material Fact (“UMF”) No. 3.) Sublease Agreement #20,848 provided that rent shall be $9,733 per month and contained an option for extension that was eventually exercised. (UMF Nos. 3-5.) In addition to rent, the Sublessee would pay “operating expenses” and all listed utilities; Sublessee would also be responsible for obtaining parking credits adequate to satisfy the parking required for Sublessee’s use (UMF Nos. 6, 7-8.)

On or about September 8, 2015, Plaintiff entered into a Corrected First Amendment to Sublease Agreement #20,848 (previously defined above as “the Agreement”) with Defendant as the new Sublessee. (UMF No. 11.) Under the Agreement, Defendant agreed to pay rent of $9,733 per month, as well as “Operating Expenses” and “all water, gas, heat, air conditioning, light, power, sewer charges, trash, telephone, services and all other services and utilities.” (UMF Nos. 17-19.)

Plaintiff argues that it has fully performed all of its obligations required under the Agreement (Hernandez Decl., ¶ 25) and that Defendant has breached the lease and caused damages of $259,247.4, consisting of $213,942.36 for rent, $29,282.78 for utilities, and $16,022 for unpaid zoning parking credits, along with $9,757.69 in prejudgment interest at a rate of 6% per the Agreement from October 31, 2021 to the date this motion was filed (UMF No. 20.)

Although Plaintiff meets its burden to establish every element of its breach of contract claim, the same cannot be said for its conversion claim. The elements of conversion require the plaintiff to show: (1) ownership or right to possession of personal property, (2) defendant’s disposition of the property inconsistent with the plaintiff’s rights, and (3) resulting damages. (Fischer v. Machado (1996) 50 Cal.App.4th 1069, 1072.) A “mere contractual right of payment, without more”, does not constitute conversion. (Farmers Ins. Exchange v. Zerin (1997) 53 Cal.App.4th 445, 451, 452.)

Therefore, the burden shifts to Defendant to show that a triable issue of material fact exists only as to Plaintiff’s breach of contract claim. Defendant did not oppose this motion and fails to raise a triable issue of fact. Accordingly, Plaintiff’s motion for summary judgment is DENIED and its motion for summary adjudication of the First Cause of Action is GRANTED.

Based on the foregoing, Plaintiff’s motion for summary judgment is DENIED and its motion for summary adjudication of the First Cause of Action is GRANTED.

William A. Crowfoot

Judge of the Superior Court

Parties who intend to submit on this tentative must send an email to the Court at ALHDEPT3@lacourt.org indicating intention to submit on the tentative as directed by the instructions provided on the court website at www.lacourt.org. Please be advised that if you submit on the tentative and elect not to appear at the hearing, the opposing party may nevertheless appear at the hearing and argue the matter. Unless you receive a submission from all other parties in the matter, you should assume that others might appear at the hearing to argue. If the Court does not receive emails from the parties indicating submission on this tentative ruling and there are no appearances at the hearing, the Court may, at its discretion, adopt the tentative as the final order or place the motion off calendar.