Judge William A. Crowfoot, Case Number: 24NNCV01000, Date: 2025-05-13 Tentative Ruling

Judge: William A. Crowfoot, Case: 24NNCV01000, Date: 2025-05-13 Tentative Ruling

On April 16, 2024, Plaintiff San Marino Gardens Wellness (“Tenant”) filed this action against defendant Park Marino Convalescent Center, Inc. (“Landlord”) for declaratory relief and breach of sublease. The claim for breach of sublease was dismissed on October 3, 2024, leaving only Tenant’s request for declaratory relief.

Tenant alleges that on or about August 17, 2011, it entered into a sublease with Landlord (“Sublease”) for the facility known as Pasadena Park Healthcare and Wellness Center, located at 2585 East Washington Blvd., Pasadena, California 91107 (“Property”). Tenant alleges an ongoing dispute regarding the replacement of the roof of the Property, including whether the replacement would be subject to the “maintenance cap” provided for under the Sublease.

On May 24, 2024, Landlord filed a cross-complaint. The operative First Amended Cross-Complaint was filed on June 27, 2024.

On December 23, 2024, Tenant filed this motion for summary judgment on the grounds that no triable issue of material fact as to its Complaint exists as to whether it is currently in default under the Sublease because:

(2) Even if the roof replacement were Tenant’s responsibility, its financial responsibility is limited by the Sublease’s maintenance cap;

(3) Tenant has adhered to its maintenance responsibilities under the Lease and either has resolved or is continuing to work to qualify and resolve all issues raised by Landlord.

Landlord filed its opposition brief, supporting evidence, and evidentiary objections on April 25, 2025

A party moving for summary judgment must show that there is no triable issue as to any material fact and that they are entitled to judgment as a matter of law. (Code Civ. Proc., § 437c, subd. (c).) When a plaintiff moves for summary judgment, the plaintiff meets its burden to show 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. (Id., subd. (p)(1).) The burden then shifts to the defendant to show that a triable issue of one or more material facts exists as to the cause of action or a defense thereto. (Ibid.) The defendant shall not rely upon the allegations or denials of its pleadings to show that a triable issue of material fact exists but, instead, shall set forth the specific facts showing that a triable issue of material fact exists as to the cause of action or a defense thereto. (Ibid.)

“In granting or denying a motion for summary judgment or summary adjudication, the court need rule only on those objections to evidence that it deems material to its disposition of the motion. Objections to evidence that are not ruled on for purposes of the motion shall be preserved for appellate review.” (Code Civ. Proc., § 437c, subd. (q).) The Court does not rule on Landlord’s objections to Tenant’s evidence regarding Tenant’s ongoing adherence with its maintenance and repair obligations because, as discussed more fully below, Tenant’s compliance with its repair obligations is irrelevant to the issues raised by its request for declaratory relief. Also, since the Court concludes that Tenant did not meet its moving burden to show no triable issue of fact exists, the Court does not rule on Tenant’s objections to Landlord’s evidence.

Tenant’s complaint seeks a judicial determination consisting of the following:

a. A determination that Sections 6.1 and 6.4 of the Sublease hold Tenant as being responsible for Property replacements if the replacements are due to a maintenance issue subject to the Maintenance Cap, but in instances where the overall life expectancy of items (such as its roof) expire during Tenant’s tenancy while utilizing the Property in an ordinary manner, and the items need to be replaced, such reflects a wear-and-tear issue—i.e., Landlord’s responsibility.

b. A determination that, even assuming arguendo replacing the Property’s roof constitutes maintenance (as opposed to a capital expenditures susceptible to ordinary wear and tear)—based off Sections 5.10(b) and 6.1 of the Sublease—Tenant’s cost to cover such work would be limited to the Maintenance Cap.

Tenant’s motion for summary judgment contends that there is no triable issue of fact as to its Complaint because: (1) the Property’s roof must be replaced as a result of its age and it is Landlord’s responsibility to do so; therefore, Tenant cannot be in default of the Sublease; (2) Tenant’s financial responsibility for the roof replacement is limited to the Maintenance Cap; therefore it is not in default of the Sublease; and (3) it “has and continues to adhere to its maintenance responsibilities” under the Sublease; therefore it is not in default of the Sublease. (Separate Statement, p. 2.)

Landlord argues that the scope of Tenant’s motion for summary judgment seeks declaratory relief that exceeds the bounds of the Complaint and that the Court cannot rule on whether Tenant has breached the Sublease or whether Landlord’s claims of default have merit. (Opp., p. 8.) Landlord notes, and the Court agrees, that Tenant’s Complaint “does not seek any declaratory relief regarding its adherence to its maintenance responsibilities or whether it is in default.” (Opp., p. 8.) Tenant notably does not address this procedural issue in its reply brief; rather, the Court notes that it appears that Tenant's motion is improperly overbroad in order to encompass Landlord’s claims that Tenant breached the Sublease, as asserted in Landlord’s First Amended Cross-Complaint.

Therefore, the motion is DENIED on the grounds that Tenant’s “issues” as stated in its separate statement exceed the scope of the relief sought in the Complaint and are inappropriate grounds for summary judgment. (FPI Development, Inc. v. Nakashima (1991) 231 Cal.App.3d 367, 381 [pleadings delimit the scope of the issues on summary judgment].)

Even assuming that Tenant’s notice of motion and separate statement were properly narrowed to address only: (1) the party responsible for Property replacements “where the overall life expectancy of items (such as its roof) expire during Tenant’s tenancy while utilizing the Property in an ordinary manner” or (2) whether such replacements would constitute “maintenance” (versus a capital expenditure susceptible to ordinary wear and tear) subject to the Maintenance Cap, Tenant does not meet its moving burden to show that no triable issues of material fact exist as a matter of law.

Section 6.1 of the Sublease sets forth Tenant’s maintenance obligations as follows:

Tenant] shall, at its own cost, and without expense to [Landlord], keep and maintain the Premises and every part thereof, including, but not limited to, the roof, exterior, interior, foundation, structural parts, operational parts, paving, landscaping, irrigation, sidewalks, buildings, surface parking lots, sewers, utility lines, mechanical and HVAC equipment, monitoring equipment, security alarm and safety systems, and other improvements of any kind which may be a part thereof, in good, sanitary and neat order, condition and repair, and free from hazards, including replacements as needed, at [Tenant]’s sole cost and expense, and except as specifically provided herein, restore and rehabilitate any improvements of any kind which may be destroyed or damaged by fire, casualty, acts of terrorism or any cause whatsoever, in such a manner as may be necessary to operate the Facility in accordance with applicable state and federal laws and regulations. [Tenant] shall also maintain the grounds in a good and sightly appearance, including regular mowing, watering, pruning, fertilizing, and other appropriate care of all grass, plants, and trees. [Tenant] shall promptly replace dead plants and shall maintain the extent of landscaping at least to the level as exists on the Commencement Date. [Landlord] shall not be obligated to make or bear the cost of any repairs, replacements or renewals of any kind, nature or description whatsoever to the Premises, the Facility, or other improvements thereon.

(UMF No. 9.) In addition, Section 6.4 of the Sublease states that “[u]pon the expiration or earlier termination of this Lease, [Tenant] shall surrender the Premises to [Landlord] in a good, clean condition, reasonable wear and tear excepted . . . . ”

In arguing that the Landlord is required to replace the roof, Plaintiff relies heavily on ASP Properties Group, L.P. v. Fard, Inc. (2005) 133 Cal.App.4th 1257 (“ASP Properties”), in which the Court of Appeal stated:

Case law supports a conclusion that, absent an express provision (or undisputed extrinsic evidence) showing a tenant has an obligation to replace a roof, a tenant's obligation to maintain or repair the premises (including a roof) does not include an obligation to replace an old, dilapidated roof with a new roof at tenant's expense.

(ASP Properties, supra, 133 Cal.App.4th at p. 1272.) The ASP court then continued to describe multiple California (and out-of-state) cases which limited a tenant’s obligation to “maintain” the leased premises and did not obligate the tenant to “restore the premises to a better condition than existed at inception of the lease.” (Ibid. [discussing Haupt v. La Brea Hating etc. Co. (1955) 133 Cal.App.2d Supp. 784, Lynn v. DePue Warehouse Co. (1962) 198 Cal.App.2d 742, 746].)

Tenant’s reliance on ASP is unavailing given the language of Section 6.1 that expressly states that “[Tenant] shall, at its own cost, and without expense to Lessor, keep and maintain the Premises and every part thereof, including, but not limited to, the roof … in good, sanitary and neat order, condition and repair, and free from hazards, including replacements as needed, at Lessee’s sole cost and expense…. [Landlord] shall not be obligated to make or bear the cost of any repairs, replacements or renewals of any kind, nature or description whatsoever to the Premises, the Facility, or other improvements thereon.” The fact that Section 6.4 requires Tenant to “surrender the Premises to [Landlord] in a good, clean condition, reasonable wear and tear excepted” creates an ambiguity that make the issue inappropriate for summary judgment. “Where the terms of a contract are at issue and any of its provisions are ambiguous or uncertain, the trial court ought not to grant summary judgment but should allow the parties a full opportunity to produce evidence of the facts, circumstances and conditions surrounding its execution and the conduct of the parties relative thereto.” (Daugherty Co. v. Kimberly-Clark Corp. (1971) 14 Cal.App.3d 151, 157 [citing Elliott v. Occidental Life Ins. Co. (1964) 225 Cal.App.2d 510, 515]; see also Visitacion Investment, LLC v. 424 Jessie Historic Properties, LLC (2023) 92 Cal.App.5th 1081, 1093 [interpretation of ambiguous contract presents a question of fact which is inappropriate for summary judgment].)
Tenant contends, in the alternative, that its financial obligations for “maintenance”, as opposed to “capital expenditures”, pursuant to Section 6.1 are expressly limited to a “maintenance cap” as follows:

…[N]otwithstanding anything to the contrary herein, [Tenant’s] obligations under this Section 6.1 are subject to the Maintenance Cap as defined in Section 5.10 above.

[Tenant] shall, at its own cost and expense, promptly and properly observe and comply with all present and future laws…relating to or arising from the use or occupancy of the Premises, and shall do all things required to comply with all federal, state, and local laws and to maintain all permits, licenses, certifications and approvals authorizing the operation of the Facility on the Premises. Notwithstanding anything to the contrary above, Lessee’s financial obligations under this Subsection 5.10(b) shall be capped at Two Hundred Fifty Thousand Dollars ($250,000.00) (the “Maintenance Cap”) in those instances where compliance with this Subsection requires a one time payment in excess of the Maintenance Cap (i.e., the Maintenance Cap shall not be applied to cumulative expenses).

[Tenant] expressly waives the benefit of any law, whether by statute, judicial decision, ordinance, or otherwise, now or hereafter in effect, that would otherwise accord [Tenant] the right to make repairs at [Landlord]’s expense or to terminate this Lease because of [Landlord]’s failure to keep the Premises or any portion thereof in good order, condition, or repair; provided, however, that notwithstanding anything to the contrary herein, [Tenant]’s obligations under this Section 6.1 are subject to the Maintenance Cap as defined in Section 5.10 above.

(Compl., Ex. A, p.16 [emphasis added].) In light of this preceding language, Tenant does not show that the Sublease unambiguously limits all “maintenance” costs to the Maintenance Cap set forth in Section 5.10. Furthermore, as discussed above, there are ambiguities as to what “maintenance” even entails, given the express disclaimer of any obligation by the Landlord to “make or bear the cost of any repairs, replacements or renewals of any kind, nature or description whatsoever to the Premises, the Facility, or other improvements thereon.” (Compl., Ex. A, p. 16.)

Since the language of the Sublease is ambiguous and uncertain, Tenant’s motion for summary judgment is DENIED.

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.