This case was last updated from Fresno County Superior Courts on 03/07/2018 at 21:57:27 (UTC).

Baltara Enterprises vs. R & C Patterson Family

Case Summary

On 04/11/2014 Baltara Enterprises filed a Contract - Other Contract lawsuit against R C Patterson Family. This case was filed in Fresno County Superior Courts, Bf Sisk Courthouse located in Fresno, California. The Judges overseeing this case are Ikeda, Dale, Snauffer, Mark, Snauffer, Mark W, Culver Kapetan, Kristi, Simpson, Alan and McGuire, Rosemary. The case status is Disposed - Judgment Entered.

Case Details Parties Documents Dockets

 

Case Details

  • Case Number:

    *******1033

  • Filing Date:

    04/11/2014

  • Case Status:

    Disposed - Judgment Entered

  • Case Type:

    Contract - Other Contract

  • Court:

    Fresno County Superior Courts

  • Courthouse:

    Bf Sisk Courthouse

  • County, State:

    Fresno, California

Judge Details

Judges

Ikeda, Dale

Snauffer, Mark

Snauffer, Mark W

Culver Kapetan, Kristi

Simpson, Alan

McGuire, Rosemary

 

Party Details

Plaintiffs

Baltara Enterprises, L. P.

Summa Properties Corporation, a California corporation

Kuban Corporation, a California Corporation

Dyck, William

Baltara Enterprises, L.P. a California Limited Partnership

Defendants

R & C Patterson Family Limiterd Partnership

Patterson, Ronald

Brooks-Ransom Associates, a California corporation

Ransom, Gaylord Rick

Cross Plaintiffs and Plaintiffs

Summa Properties Corporation, a California corporation

Kuban Corporation

Baltara Enterprises, L.P.

Dyck, William

Cross Defendant

R & C Patterson F amily Limited Partnership

Attorney/Law Firm Details

Plaintiff and Cross Plaintiff Attorney

Jones, Timothy

Wanger Jones Helsley Pc 265 E. River Park Circle Suite 310/P.O. Box 28340

Fresno, CA 93729

Defendant and Cross Defendant Attorneys

Whitney, Marshall C.

Weiland, David J.

 

Court Documents

Satisfaction of Judgment in Full filed

Acknowledgement of Satisfaction of Judgment Full

Declaration Filed

Declaration; Comment: of David J. Weiland in support of reply to the opposition

Minute Order Attachment

Minute Order Attachment; Comment: Civil Jury Trial - Day 10

Trial brief filed

Trial Brief

Proof of Service

Proof of Service; Comment: in support of documents

Opposition to Request for Pre-Trial Discovery filed

Opposition

Stipulation and Order to Continue Trial filed

Stipulation and Order to Continue Trial filed; Judicial Officer: Snauffer, Mark; Comment: Trial continued to: Jury Trial to 6/5/17 @ 9 am in Dept 501 TRR to 6/2/17 @ 9:30 am in Dept 501 MSC to 5/17/17 @ 10 am in Room 575 signed by Judge Snauffer

Declaration Filed

Declaration Filed; Comment: of William Dyck in support of Motion for leave to file cross complaint

Declaration Filed

Declaration; Comment: of Troy Ewell in support of Motion for Leave to File Cross-Complaint

Notice Filed

Notice; Comment: Notice

Response filed

Response; Comment: To Baltara's request for statement of decision

Opposition filed

Opposition14; Comment: Opposition to MIL 14

Motion in Limine filed

Motion in Limine Filed; Comment: MIL 9

Minute Order Attachment

Minute Order Attachment; Comment: From Chambers

Opposition to Request for Pre-Trial Discovery filed

Opposition

Objection filed

Objection; Comment: Evidentiary Objections to Evidence in Support of Cross-Complainant R&C Patterson Family Limited Partnership's Oppostion to Cross-Defendants' Motion for Summary Judgment or, in the Alternative, Summary Adjudication

Memorandum of Points and Authorities

Memorandum of Points and Authorities; Comment: in support of ex parte application fort an order shortening time

Declaration Filed

Declaration; Comment: of Scott Laird in support of Motion for Leave to File Cross-Complaint

335 More Documents Available

 

Docket Entries

  • 09/08/2017
  • View Court Documents
  • Disposition: Judgment- Judgment on Jury Verdict; Judicial Officer: Culver Kapetan, Kristi; Judgment Type: Judgment on Jury Verdict; Party Names: Baltara Enterprises, L. P.; R & C Patterson Family Limiterd Partnership; Patterson, Ronald; R & C Patterson F amily Limited Partnership; Baltara Enterprises, L.P.; Snauffer, Mark W; Dyck, William; Kuban Corporation; Summa Properties Corporation, a California corporation; Baltara Enterprises, L.P. a California Limited Partnership; Dyck, William; Summa Properties Corporation, a California corporation; Kuban Corporation, a California Corporation; Brooks-Ransom Associates, a California corporation; Ransom, Gaylord Rick; Judgment - Monetary Award; Awarded To:; Baltara Enterprises, L.P. a California Limited Partnership; Awarded Against:; Brooks-Ransom Associates, a California corporation; Ransom, Gaylord Rick; Amount; Damages: $8,582,960.50; Total: $8582960.50; Judgment - Monetary Award; Awarded To:; R & C Patterson F amily Limited Partnership; Awarded Against:; Baltara Enterprises, L.P.; Amount; Damages: $4,353,010.00; Total: $4353010.00; Judgment - Non-Monetary Award; Awarded To:; R & C Patterson Family Limiterd Partnership; Awarded Against:; Baltara Enterprises, L. P.; Comment: as to Baltara's First Amended Complaint against R&C patterson: Plaintiff shall recover nothing

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  • 08/30/2017
  • View Court Documents
  • Disposition: Judgment- Dismissal of Party; Judgment Type: Dismissal of Party; Party Names: Baltara Enterprises, L.P. a California Limited Partnership; Dyck, William; Summa Properties Corporation, a California corporation; Kuban Corporation, a California Corporation; Brooks-Ransom Associates, a California corporation; Ransom, Gaylord Rick; Comment: without prejudice

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  • 08/30/2017
  • View Court Documents
  • Disposition: Judgment- Dismissal of Party; Judgment Type: Dismissal of Party; Party Names: Dyck, William; Kuban Corporation; Summa Properties Corporation, a California corporation; Comment: without prejudice

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  • 05/22/2017
  • View Court Documents
  • Disposition: Judgment- Dismissal - Other filed; Judgment Type: Dismissal - Other filed; Party Names: Baltara Enterprises, L. P.; R & C Patterson Family Limiterd Partnership; Patterson, Ronald; Comment: Without Prejudice in Baltara's First Amended Complaint, the 12th Cause of Action for Negligent Interference with Prospective Economic Advatage Against R&C Patterson and Ronlad Patterson

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  • 05/04/2017
  • View Court Documents
  • Disposition: Judgment- Dismissal - Other filed; Judgment Type: Dismissal - Other filed; Comment: (without prejudice as to 10th causes of action, 11th causes of action Intentional interferance with Contractual Relations Against R&C Patterson Family Limited Partnership ahd Ronald Patterson)

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  • 01/19/2018
  • View Court Documents
  • Satisfaction of Judgment in Full filed- Acknowledgement of Satisfaction of Judgment Full; Comment: Acknowledgment of Satisfaction of Judgment (Full)

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  • 12/14/2017
  • Motion - Attorney Fees- Judicial Officer: Culver Kapetan, Kristi; Hearing Time: 3:28 PM; Cancel Reason: Off Calendar; Comment: Scott Laird

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  • 12/08/2017
  • View Court Documents
  • Satisfaction of Judgment in Full filed- Acknowledgement of Satisfaction of Judgment Full

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  • 12/07/2017
  • View Court Documents
  • Satisfaction of Judgment in Full filed- Acknowledgement of Satisfaction of Judgment Full

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  • 12/07/2017
  • Motion - Attorney Fees- Judicial Officer: Culver Kapetan, Kristi; Hearing Time: 3:28 PM; Cancel Reason: Off Calendar; Comment: set by Marshall Whitney

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494 More Docket Entries
  • 10/09/2015
  • Financial info for Baltara Enterprises, L. P.: Counter Payment Receipt # CIVIL-2015-00025583 Eddings Attorney Support Service $20.00

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  • 10/09/2015
  • Financial info for Baltara Enterprises, L. P.: Transaction Assessment $20.00

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  • 08/24/2015
  • Financial info for Baltara Enterprises, L. P.: Counter Payment Receipt # CIVIL-2015-00019009 Eddings Attorney Support Services $40.00

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  • 08/24/2015
  • Financial info for Baltara Enterprises, L. P.: Counter Payment Receipt # CIVIL-2015-00019007 Jones, Timothy $20.00

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  • 08/24/2015
  • Financial info for Baltara Enterprises, L. P.: Transaction Assessment $60.00

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  • 08/11/2014
  • Financial info for Baltara Enterprises, L. P.: Counter Payment Receipt # 193341 Baltara Enterprises, L. P. $150.00

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  • 08/11/2014
  • Financial info for Baltara Enterprises, L. P.: Transaction Assessment $150.00

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  • 04/11/2014
  • Financial info for Baltara Enterprises, L. P.: Counter Payment Receipt # 189066 Baltara Enterprises, L. P. $435.00

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  • 04/11/2014
  • Financial info for Baltara Enterprises, L. P.: Transaction Assessment $435.00

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  • 04/11/2014
  • Financial: Baltara Enterprises, L. P.; Total Financial Assessment $1,989.00; Total Payments and Credits $1,989.00

    Read MoreRead Less

Complaint Information

WANGER JONES HELSLEY PC

265 E. River Park Circle, Suite 310 Fresno, California 93720 Telephone: (559) 233-4800 Facsimile: (559) 233-9330

Timothy Jones, #119841 Scott D. Laird, #190122 Troy T. Ewell, #210338 Josiah M. Prendergast, #292840

Attorneys for:

SILED JUN 22 2016 FRESNO SUPERIOR COURT ¥ DEPUTY

Plaintiff, Cross-Defendant, and Cross-Complainant Baltara Enterprises,

L.P., a California Limited Partnership, and Cross-Defendants and Cross- Complainants William Dyck, an individual, Summa Properties Corporation, a California corporation, and Kuban Corporation, a

California corporation

SUPERIOR COURT OF CALIFORNIA, COUNTY OF FRESNO

CENTRAL DIVISION

BALTARA ENTERPRISES, L.P., a California Limited Partnership

R & C PATTERSON FAMILY LIMITED

PARTNERSHIP, et al.

Defendants.

R & C PATTERSON FAMILY LIMITED

PARTNERSHIP, a California limited partnership, Cross-Complainant, V.

BALTARA ENTERPRISES, et al.

Cross-Defendants.

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Case No. [4CECG01033

CROSS-COMPLAINT FOR:

Professional Negligence Negligent Misrepresentation Breach of Oral Contract Breach of Oral Contract (Third Party Beneficiary) Breach of Oral Contract Breach of Oral Contract (Third Party Beneficiary) Equitable Indemnity Implied Contractual Indemnity Tort of Another

. Declaratory Relief

40ECGU1033

Cross Complalnl Filed

INTRODUCTION

1. Baltara Enterprises, L.P. (“Baltara™) is, and at all times mentioned herein was, a limited partnership organized under the laws of and authorized to do business in the State of California.

2. Summa Properties Corporation (“Summa Properties™) s, and at all times mentioned herein was, a corporation organized under the laws of and authorized to do business in the State of California.

3. Kuban Corporation (“Kuban Corp.”) is, and at all times mentioned herein was, a corporation organized under the laws of and authorized to do business in the State of California. Kuban Corp. is, and at all times mentioned herein was, Baltara’s general partner.

4, William Dyck (“Will Dyck™) is, and at all times mentioned herein was, an individual, residing in the County of Fresno, State of California. Will Dyck is, and at all times mentioned herein was, Baltara’s authorized agent. Will Dyck is, and at all times mentioned herein was, an officer and director of Summa Properties and Kuban Corp.

5. Cross-Complainants are informed and believe, and based thereon allege, that Cross-Defendant Brooks-Ransom Associates is, and at all times mentioned herein was, a corporation organized under the laws of and authorized to do business in the State of California. Cross-Complainants are informed and believe, and based thereon allege, that Brooks-Ransom Associates is, and at all times mentioned herein was, engaged in the business of providing professional structural engineering services.

6. Cross-Complainants are informed and believe, and based thereon allege, that Cross-Defendant Gaylord Rick Ransom (“Rick Ransom”) is, and at all times mentioned herein

was, an individual residing in the County of Fresno, State of California, and a California

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{7346/002/00627762.DOCX} 1 11. Baltara approached Patterson Family LP with an offer to purchase the property and building at 1255 Fulton Mall, Fresno, California 93721 (the “Fulton Mall Building”). Baltara intended to offer the Fulton Mall Building to the GSA in response to the Request for Lease Proposals. |

11. Baltara approached Patterson Family LP with an offer to purchase the property and building at 1255 Fulton Mall, Fresno, California 93721 (the “Fulton Mall Building”). Baltara intended to offer the Fulton Mall Building to the GSA in response to the Request for Lease Proposals. |

12. Before a purchase or lease agreement was reached between Patterson Family LP and Baltara, Patterson Family LP gave Baltara permission to offer the Fulton Mall Building in Baltara’s proposal to the GSA.

13. At the time, the Fulton Mall Building.had been vacant for several years. The last use of the Fulton Mall Building was as a juvenile court facility, with courtrooms and holding cells—a highly specialized use.

14. Baltara knew that, if awarded the GSA Lease, interior demolition and renovations would be necessary to turn the Fulton Mall Building into leasable commercial office space. In anticipation of the construction to be performed, Baltara retained Summa Properties to serve as its general contractor for the Fulton Mall Building.

Cross-Defendants Retained to Evaluate Seismic Compliance,.

15. In order to be considered for the GSA Lease, Baltara was required to certify that the Fulton Mall Building, upon occupancy by the GSA, would meet certain seismic standards. In this case, qualification as a “Benchmark Building” would meet the GSA’s seismic requirements. Cross-Complainants are informed and believe, and based thereon allege, that the qualifications of a Benchmark Building are promulgated by the American Society of Civil Engineers, Structural Engineering Institute. |

16. Cross-Complainants are informed and believe, and based thereon allege, that a professional engineer certifies that a building qualifies as a Benchmark Building by completing a Seismic Form A.

17. Inearly October 2012, Will Dyck asked Patterson Family LP for documentation showing a point in time when the Fulton Mall Building complied with the then-applicable California Building Code. Patterson Family LP provided a set of building plans (the “1998 Plans™) that were marked “1994 UBC/CBC.”

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18. In or about October 2012, Summa Properties—Baltara’s general contractor— retained professional engineers Brooks-Ransom Associates and Rick Ransom, by way of an oral agreement, to perform professional engineering services in exchange for payment on an hourly basis. At the time, the specific engineering services Summa Properties sought, and Brooks-Ransom Associates promised to provide, were a determination as to whether the Fulton Mall Building met the GSA’s seismic qualifications and, if the building qualified, completion of the appropriate Seismic Form.

19. Cross-Complainants are informed and believe, and based thereon allege, that, after reviewing the cover page to 1998 Plans, Brooks-Ransom Associates and Rick Ransom determined that the Fulton Mall Building: (1) had been structurally evaluated and retrofitted to meet 1994 California Building Code requirements, and (2) qualified as a Benchmark Building.

20. In November 2012, Rick Ransom executed a Seismic Form A for the Fulton Mall Building, certifying that the Fulton Mall Building “qualifies as a Benchmark Building” within the standards promulgated by the American Society of Civil Engineers, Structural Engineering Institute.

The GSA Awards the GSA Lease to Baltara.

21. The GSA awarded the GSA Lease to Baltara (and the Fulton Mall Building). The GSA and Baltara signed the GSA Lease in February 2013.

22. As a result, Patterson Family LP and Baltara entered into a lease agreement to lease the Fulton Mall Building, with an option to purchase, in June 2013 (the “Patterson Lease”).

23. Shortly after executing the Patterson Lease, Baltara authorized Summa Properties to begin interior demolition and renovation on the Fulton Mall Building,.

Cross-Defendants Retained to Check Gravity L.oad Capacity of the Building.

24. As part of the demolition and renovation project, Baltara was required to go through Plan Check. Plan Check is a process in which building plans are reviewed by the governing governmental agency to make sure the plans comply with basic safety, engineering

and planning rules.

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25. During Plan Check, a question arose about the structural integrity of the Fulton Mall Building’s roof slab and the roof slab’s ability to support the weight of new air conditioning units, which were heavier than the then-existing units.

26. In or about December 2013, Summa Properties again retained Brooks-Ransom Associates and Rick Ransom, by oral agreement, to perform a structural evaluation of the Fulton Mall Building’s roof slab as well as other beams and slabs in the building, as may be necessary.

27. On December 16, 2013, Rick Ransom informed Summa Properties that he determined that the existing concrete roof slabs were not adequate to hold up their own weight, if code design requirements were observed. In light of that finding, Rick Ransom suggested that Cross-Defendants review the requirements for structural integrity contained in the GSA lease and evaluate other beams and slabs in the Fulton Mall Building.

28. Cross-Defendants proceeded to check some roof beams, floor slabs, and floor beams. Cross-Complainants are informed and believe, and based thereon allege, that Cross- Defendants determined, in late 2013/early 2014, that the roof beams, floor slabs, and floor beams were also inadequate.

29. Cross-Complainants are informed and believe, and based thereon allege, that Cross-Defendants reviewed structural calculations previously prepared by another professional, licensed engineer, Mike Jundt of Associated Design & Engineering. Cross- Complainants are informed and believe, and based thereon allege, that Jundt’s calculations suggested the roof slab, roof beams, floor slabs, and floor beams provided adequate structural support.

30. Cross-Complainants are informed and believe, and based thereon allege, that the Fulton Mall Building is a reinforced concrete structure, originally built in or about 1914.

31. InJanuary 2014, Cross-Defendants explained to Cross-Complainants that Jundt’s calculations were flawed because, according to Cross-Defendants, Jundt’s calculations were based on false assumptions regarding the strength of steel used to reinforce the concrete

and false assumptions as to the amount of steel used to reinforce the concrete. Cross-

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FIRST CAUSE OF ACTION

(Professional Negligence—by All Cross-Complainants Against Cross-Defendants Brooks- Ransom Associates, Gaylord Rick Ransom, and Moes 1-50)

43, Cross-Complainants reallege and incorporate by reference each and every allegation contained in paragraphs 1 through 42, inclusive, set forth above.

44. Cross-Complainants are informed and believe, and based thereon allege, that Cross-Defendants are professional structural engineers.

45. Summa Properties, through Will Dyck, retained Cross-Defendants to perform

professional engineering services.

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{7346/002/00627762.DOCX} 7 46. Cross-Complainants are informed and believe, and based thereon allege, that Cross-Defendants intended the professional services and information they provided to Summa Properties and Will Dyck to reach and influence the limited group of Will Dyck’s businesses that had a connection to the Fulton Mall Building, the GSA Lease, and the Patterson Lease. That limited group includes each of these Cross-Complainants—Baltara, Will Dyck, Summa Properties, and Kuban Corp. Cross-Complainants are informed and believe, and based thereon allege, that Cross-Defendants knew that Will Dyck intended to transmit the information to this limited group of individuals/entities and that this limited group would rely on Cross- Defendants’ analysis and conclusions, even if Cross-Defendants were unaware of the specific names of the entities to whom Will Dyck would transmit the information.

46. Cross-Complainants are informed and believe, and based thereon allege, that Cross-Defendants intended the professional services and information they provided to Summa Properties and Will Dyck to reach and influence the limited group of Will Dyck’s businesses that had a connection to the Fulton Mall Building, the GSA Lease, and the Patterson Lease. That limited group includes each of these Cross-Complainants—Baltara, Will Dyck, Summa Properties, and Kuban Corp. Cross-Complainants are informed and believe, and based thereon allege, that Cross-Defendants knew that Will Dyck intended to transmit the information to this limited group of individuals/entities and that this limited group would rely on Cross- Defendants’ analysis and conclusions, even if Cross-Defendants were unaware of the specific names of the entities to whom Will Dyck would transmit the information.

47. As professional engineers, Cross-Defendants owed Cross-Complainants the duty to use such skill, prudence, and diligence as other members of their profession commonly possess and exercise.

48. Cross-Complainants are informed and believe, and based thereon allege, that Cross-Defendants breached their duty by failing to use such skill, prudence, and diligence as other members of their profession commonly possess and exercise, when Cross-Defendants provided proféssional engineering services to: (1) determine whether the Fulton Mall Building qualified as a Benchmark Building, and (2) when evaluating the gravity load structural capacity of the Fulton Mall Building to determine whether the building posed a significant life- safety risk. Cross-Defendants breached their duty by failing to properly perform their promises and by communicating the faulty analysis to Cross-Complainants.

49. As aresult of Cross-Defendants executing the Seismic Form A for the Fulton Mall Building:

a. Baltara offered the Fulton Mall Building to the GSA;

b. Baltara was awarded the GSA Lease;

c. Kuban Corp.—Baltara’s general partner—authorized Baltara to enter into the GSA Lease;

d. Baltara entered into the GSA Lease;

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{7346/002/00627762.DOCX} ~ 8 e. Will Dyck signed the GSA Lease on behalf of Baltara,

e. Will Dyck signed the GSA Lease on behalf of Baltara,

f. Kuban Corp. authorized Baltara to enter into the Patterson Lease; Baltara entered into the Patterson Lease;

h. Will Dyck signed the Patterson Lease on behalf of Baltara;

i. Baltara authorized Summa Properties to perform interior demolition and other construction at the Fulton Mall Building; and

j. Baltara and Summa Properties incurred expenses related to renting and renovating the Fulton Mall Building.

50. Also as a result of Cross-Defendants executing the Seismic Form A and as a result of Cross-Defendants’ erroneously informing Cross-Complainants that the Fulton Mall Building posed a significant 1ife-safefy hazard from a gravity load capacity perspective:

a. DBaltara rescinded the Patterson Lease;

b. Baltara filed suit to confirm rescission of the Patterson Lease;

c. Baltara granted the GSA rent concessions to amend the GSA Lease and transfer the lease to the P Street Building; and

d. Patterson Family LP brought contract and tort claims against Baltara, Will Dyck, Summa Properties, and Kuban Corp.

51. Cross-Defendants’ conduct proximately caused Cross-Complainants to incur damages including: architectural, engineering, demolition, construction, and rent expenses | associated with the Fulton Mall Building; legal expenses associated with negotiating the Patterson Lease; legal fees related to prosecuting the Rescission Action; legal fees associated with defending against the Patterson Cross-Action; and concessions to the GSA to move the GSA Lease to the P Street Building.

52. Cross-Defendants’ conduct also proximately caused Cross-Complainants to be exposed to potential liability in the Patterson Cross-Action.

53. None of the damages would have befallen Cross-Complainants if Cross- Defendants had not executed the Seismic Form A for the Fulton Mall Building. Additionally,

many of these damages would have been avoidable if Cross-Defendants had not erroneously

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{7346/002/00627762.DOCX} 9 informed Cross-Complainants that the Fulton Mall Building was structurally unsound and a substantial life-safety hazard.

informed Cross-Complainants that the Fulton Mall Building was structurally unsound and a substantial life-safety hazard.

54. Cross-Complainants are entitled to recover their damages from Cross- Complainants, caused by Cross-Complainants’ professional negligence, including attorney’s fees in the Rescission Action and Patterson Cross-Action as damages under the tort of another doctrine.

SECOND CAUSE OF ACTION

(Negligent Misrepresentation—by All Cross-Complainants Against Cross-Defendants Brooks-Ransom Associates, Gaylord Rick Ransom, and Moes 1-50)

55. Cross-Complainants reallege and incorporate by reference each and every allegation contained in paragraphs 1 through 55, inclusive, set forth above.

56. In November 2012 and late 2013/early 2014, Cross-Defendants made the following representations of material fact: (1) that the Fulton Mall Building qualitied as a Benchmark Building; and (2) that the Fulton Mall Building is structurally unsound, from a gravity load carrying perspective, and poses a substantial life-safety hazard.

57. Cross-Complainants are informed and believe, and based thereon allege, that the representations alleged in Paragraph 56, above, were false.

58. Regardless of whether Cross-Defendants believed these representations were true at the time they were made, Cross-Complainants are informed and believe, and based thereon allege, that Cross-Defendants had no reasonable grounds for believing the representations to be true.

59. Cross-Defendants’ representations were made with the intent to induce Cross- Complainants to rely on them.

60. Cross-Complainants were unaware of the falsity of the representations and acted in reliance on the truth of the representations by first entering into the GSA Lease and Patterson Lease, and subsequently rescinding the Patterson Lease and moving the GSA Lease to the P Street Building. Cross-Complainants were justified in relying on the representations

of Cross-Defendants, as the Cross-Defendants were and are licensed professional structural

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engineers, performing professional structural engineering services.

61. Cross-Defendants’ misrepresentations were a substantial factor in causing injury to Cross-Complainants, as set forth more fully in Paragraphs 49-52, above.

62. Cross-Complainants are entitled to recover their damages, in an amount according to proof, from Cross-Complainants, including attorney’s fees in the Rescission Action and Patterson Cross-Action as damages under the tort of another doctrine.

63. Cross-Complainants are also entitled to prejudgment interest pursuant to California Civil Code § 3287.

THIRD CAUSE OF ACTION

(Breach of Oral Contract—by Summa Properties Corporation Against Cross-Defendants Brooks-Ransom Associates, Gaylord Rick Ransom, and Moes 1-30)

64. Cross-Complainants reallege and incorporate by reference each and every allegation contained in paragraphs 1 through 63, inclusive, set forth above.

65. Inor about August 2012, Baltara approached Patterson Family LP with an offer to purchase the Fulton Mall Building. Baltara intended to offér the Fulton Mall Building for lease by the GSA.

66. Cross-Complainants are informed and believe, and based thereon allege, that the GSA would not consider a lease proposal unless the building to be leased, upon occupancy, met certain seismic requirements, consistent with standards promulgated by the American Society of Civil Engineers, Structural Engineering Institute.

67. Baltara knew that the Fulton Mall Building would require interior demolition and renovation to be leasable as commercial office space. Baltara retained Summa Properties to be the general contractor for the Fulton Mall Building.

68. In or about October 2012, Will Dyck, in his capacity as an officer and agent of Summa Properties, entered into a valid oral contract with Brooks-Ransom Associates and Rick Ransom for the provision of professional engineering services (the “Seismic Contract”).

Under the Seismic Contract, Brooks-Ransom Associates and Rick Ransom promised to

determine whether the Fulton Mall Building met the GSA’s seismic requirements. If the

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FOURTH CAUSE OF ACTION

(Breach of Oral Contract (Third Party Beneficiary)—by Baltara Enterprises, L.P., William Dyck, and Kuban Corporation Against Cross-Defendants Brooks-Ransom Associates, Gaylord Rick Ransom, and Moes 1-50)

77. Cross-Complainants reallege and incorporate by reference each and every allegation contained in paragraphs 1 through 76, inclusive, set forth above.

78. In October 2012, Summa Properties and Cross-Defendants entered into a valid oral agreement for professional engineering services—the Seismic Contract.

79. Summa Properties and Cross-Defendants entered into the Seismic Contract, with the express intention that Will Dyck and his related entities, including Baltara and Kuban Corp., would benefit from Cross-Defendant’s performance. In the alternative, Cross- Complainants are informed and believe, and based thereon allege, that Cross-Defendants understood that Summa Properties intended the Seismic Contract to benefit Baltara, Will Dyck, and Kuban Corp.

80. Under the Seismic Contract, Brooks-Ransom Associates and Rick Ransom promised to determine whether the Fulton Mall Building met the GSA’s seismic requirements. If the Fulton Mall Building did meet the GSA’s seismic requirements, then Brooks-Ransom Associates and Rick Ransom promised to execute the applicable Seismic Form.

81. In return, Summa Properties agreed to pay Brooks-Ransom Associates and Rick Ransom for their services on an hourly basis.

82. Summa Properties fully performed its obligations under the Seismic Contract by paying Brooks-Ransom Associates and Rick Ransom for their services based on the agreed upon hourly rate. Obligations not performed by Summa Properties, if any, were excused.

83. Implied in Cross-Defendants’ promise to perform is the promise to perform properly—to perform their engineering services according to an engineer’s professional standard and duty to use such skill, prudence, and diligence as other members of their profession commonly possess and exercise.

84. Cross-Complainants are informed and believe, and based thereon allege, that

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FIFTH CAUSE OF ACTION

(Breach of Oral Contract—by Summa Properties Corporation Against Cross-Defendants Brooks-Ransom Associates, Gaylord Rick Ransom, and Moes 1-50)

91. Cross-Complainants reallege and incorporate by reference each and every allegation contained in paragraphs 1 through 63, inclusive, set forth above.

92. Inor about late 2013, Will Dyck, in his capacity as an officer and agent of Summa Properties, entered into an oral contract with Brooks-Ransom Associates and Rick Ransom for the provision of professional engineering services (the “Structural Contract”). Under the Structural Contract, Brooks-Ransom Associates and Rick Ransom promised to review structural issues relating to the Fulton Mall Building’s gravity load carry capacity for the roof and multiple floors.

93. Inreturn, Summa Properties, through Will Dyck, agreed to pay Brooks-Ransom Associates and Rick Ransom for their services on an hourly basis.

94, Summa Properties fully performed its obligations under the Seismic Contract by paying Brooks-Ransom Associates and Rick Ransom for their services based on the agreed upon hourly rate. Obligations not performed by Summa Properties, if any, were excused.

95. Implied in Cross-Defendants’ promise to perform is‘the promise to perform properly—to perform their engineering services according to an engineer’s professional standard and duty to use such skill, prudence, and diligence as othér members of their profession commonly possess and exercise.

96. Summa Properties is informed and believes, and based thereon alleges, that Cross-Defendants breached the Structural Contract when Cross-Defendants did not properly evaluate the structural characteristics of the Fulton Mall Building and, as a result, provided Summa Properties with false information and conclusions about the structural integrity of the building.

97. Cross-Complainants are informed and believe, and based thereon allege, that

Cross-Defendants intended for Summa Properties to transmit Cross-Defendants’ findings and

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{7346/002/00627762.DOCX} I5 recommendations to Baltara to enable Baltara to render the Fulton Mall Building suitable under the GSA Lease.

recommendations to Baltara to enable Baltara to render the Fulton Mall Building suitable under the GSA Lease.

98. Cross-Defendants’ breach of the Structural Contract was a substantial factor in causing Baltara to rescind the Patterson Lease and vacate the Fulton Mall Building,. Accordingly, Cross-Defendant’s breach of the Structural Contract was a substantial factor in causing Summa Properties to suffer injury.

99. Summa Properties is entitled to recover damages, according to proof, for architectural, engineering, demolition, and construction expenses related to the Fulton Mall Building as well as legal costs and fees associated with defending against the Patterson Cross- Action. Summa Properties’ damages, including legal expenses incurred defending against the Patterson Cross-Action, were foreseeable under the circumstances.

100. Summa Properties is also entitled to prejudgment interest pursuant to California Civil Code § 3287.

SIXTH CAUSE OF ACTION

(Breach of Oral Contract (Third Party Beneficiary)—by Baltara Enterprises, L.P., William Dyck, and Kuban Corporation Against Cross-Defendants Brooks-Ransom Associates, Gaylord Rick Ransom, and Moes 1-50)

101. Cross-Complainants reallege and incorporate by reference each and every allegation contained in paragraphs 1-63 and 91-100, inclusive, set forth above.

102. Inlate 2013, Summa Properties and Cross-Defendants entered into a valid oral agreement for professional engineering services—the Structural Contract.

103. Summa Properties and Cross-Defendants entered into the Structural Contract, with the express intention that Will Dyck and his related entities, including Baltara and Kuban Corp., would benefit from Cross-Defendant’s performance. In the alternative, Cross- Complainants are informed and believe, and based thereon allege, that Cross-Defendants understood that Summa Properties intended the Structural Contract to benefit Baltara, Will Dyck, and Kuban Corp.

104. Under the Structural Contract, Brooks-Ransom Associates and Rick Ransom

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{7346/002/00627762.DOCX} 16 N O e B

N O e B

promised to review structural issues relating to the Fulton Mall Building’s gravity load carry capacity for the roof and multiple floors.

105. Inreturn, Summa Properties agreed to pay Brooks-Ransom Associates and Rick Ransom for their services on an hourly basis. |

106. Summa Properties fully performed its obligations under the Structural Contract by paying Brooks-Ransom Associates and Rick Ransom for their services based on the agreed upon hourly rate. Obligations not performed by Summa Properties, if any, were excused.

107. Implied in Cross-Defendants’ promise to perform is the promise to perform properly—to perform their engineering services according to an engineer’s professional standard and duty to use such skill, prudence, and diligence as other members of their profession commonly possess and exercise.

108. Cross-Complainants are informed and believe, and based thereon allege, that Cross-Defendants breached the Structural Contract when Cross-Defendants did not properly evaluate the structural characteristics of the Fulton Mall Building and, as a result, provided Summa Properties with false information and conclusions about the structural integrity of the building.

109. Cross-Complainants are informed and believe, and based thereon allege, that Cross-Defendants intended for Summa Properties to transmit Cross-Defendants’ findings and recommendations to Baltara to enable Baltara to render the Fulton Mall Building suitable under the GSA Lease.

110. Cross-Defendants’ breach of the Structural Contract was a substantial factor in causing Baltara to rescind the Patterson Lease and vacate the Fulton Mall Building. Accordingly, Cross-Defendant’s breach of the Structural Contract was a substantial factor in causing Cross-Complainants to suffer injury.

111. Cross-Complainants are entitled to recover damages, according to proof, for concessions made to move the GSA Lease to the P Street Building, costs and fees associated with prosecuting the Rescission Action, and costs and fees associated with defending against

the Patterson Cross-Action. Cross-Complainants’ damages, including legal expenses incurred

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{7346/002/00627762.DOCX} 17 defending against the Patterson Cross-Action, were foreseeable under the circumstances. 112. Cross- Complainants are also entitled to prejudgment interest pursuant to California Civil Code § 3287.

defending against the Patterson Cross-Action, were foreseeable under the circumstances. 112. Cross- Complainants are also entitled to prejudgment interest pursuant to California Civil Code § 3287.

SEVENTH CAUSE OF ACTION

(Equitable Indemnity—by All Cross-Complainants Against Cross-Defendants Brooks- Ransom Associates, Gaylord Rick Ransom, and Moes 1-350)

113. Cross-Complainants realleges and incorporates by reference each and every allegation contained in paragraphs 1 through 112, inclusive, set forth above.

114. Patterson Family LP alleges that Cross-Complainants are liable to it for damages as alleged in its First Amended Cross-Complaint.

115. Cross-Complainants have denied Patterson Family LP’s allegations; however, if Patterson Family LP proves its causes of action against Cross-Complainants, or any of them, then Cross-Complainants are entitled to equitable indemnity, including attorney’s fees under the tort of another doctrine and California Code of Civil Procedure § 1021.6.

116. By reason of the foregoing, and in equity and good conscience, if Patterson Family LP recovers damages or attorney’s fees, by way of judgment, settlement, or otherwise, then Cross-Complainants are entitled to an equitable apportionment of the liability of Cross- Defendants on a comparative fault basis in an amount equal to the contributing negligent conduct or fault on the part of all other persons under the doctrine of equitable indemnity to the extent their respective negligence proximately caused and contributed to the loss, injury, damages, and detriment, if any, allegedly susfained by Patterson Family LP.

117. Cross-Complainants have incurred and continue to incur fees and costs by reason of the defense against the Patterson Cross-Action filed against them and in the prosecution of the Rescission Action and this cross-complaint. Cross-Complainants are additionally entitled to be indemnified for these fees and costs.

118. Additionally, Baltara faces potential liability for Patterson’s and Patterson Family LP’s attorney’s fees and costs, in the event Baltara’s claims based on the Patterson

Lease, as set forth more fully in Baltara’s First Amended Complaint, are unsuccesstul.

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{7346/002/00627762.DOCX} 18 Because of Cross-Defendants’ contractual relationship with Cross-Complainants; or their joint and several liability to Patterson Family LP, or both, and in equity and good conscience, Cross- Defendants are required to indemnify Cross-Complainants for any judgment or damages that are recovered against Cross-Complainants by Patterson Family LP or Patterson. Cross- Complainants are therefore entitled to apportionment of liability and judgment against Cross- Defendants according to their respective fault, in an amount according to proof.

Because of Cross-Defendants’ contractual relationship with Cross-Complainants; or their joint and several liability to Patterson Family LP, or both, and in equity and good conscience, Cross- Defendants are required to indemnify Cross-Complainants for any judgment or damages that are recovered against Cross-Complainants by Patterson Family LP or Patterson. Cross- Complainants are therefore entitled to apportionment of liability and judgment against Cross- Defendants according to their respective fault, in an amount according to proof.

119. Cross-Complainants also are entitled to attorney’s fees as damages under the tort of another doctrine and California Code of Civil Procedure § 1021.6.

120. To the extent required by law, Cross-Complainants hereby tender the defense and indemnity of the Patterson Cross-Action to Cross-Defendants.

EIGHTH CAUSE OF ACTION

(Implied Contractual Indemnity—by All Cross-Complainants Against Cross-Defendants Brooks-Ransom Associates, Gaylord Rick Ransom, and Moes 1-50)

121. Cross-Complainants reallege and incorporate by reference each and every allegation contained in paragraphs 1 through 120, inclusive, set forth above.

122. Cross-Defendants entered into the Seismic Contract and Structural Contract with Summa Properties, whereby Cross-Defendants agreed to provide professional engineering services for Summa Properties and to benefit Wiil Dyck, Baltara, and Kuban Corp.

123. By entering into the Seismic Contract and Structural Contract, Cross- Defendants impliedly agreed to indemnify and hold harmless Cross-Complainants from any loss, claim, expenses, or liability that Cross-Defendants might sustain at any time as a consequence of errors, inaccuracies, or nonperformance associated with the promised engineering services.

124. Cross-Complainants provided all information and access that Cross-Detendants asked of them, in order to facilitate Cross-Defendants performance under the Seismic Contract and Structural Contract.

125. Summa Properties performed all obligations required of it under the Seismic

Contract and Structural Contract, except those obligations that were excused.

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{7346/002/00627762.DOCX} 19 126. Despite Summa Properties’ performance, Cross-Defendants failed to properly perform under the Seismic Contract and Structural Contract, as alleged in the incorporated paragraphs above.

126. Despite Summa Properties’ performance, Cross-Defendants failed to properly perform under the Seismic Contract and Structural Contract, as alleged in the incorporated paragraphs above.

127. Accordingly, the damages sustained by Patterson Family LP, if any, as alleged in Patterson Family LP’s First Amended Cross-Complaint, were entirely caused by Cross- Defendants’ breach of contract. Cross-Complainants’ liability, if any, for damages to Patterson Family LP in the Patterson Cross-Action will rise solely from Cross-Defendants’ failure to properly perform the bargained-for professional engineering services, and not because of actual wrongdoing or fault of Cross-Complainants.

128. Based on the contractual relationship between Cross-Complainants and Cross- Defendants, and Cross-Defendants’ breach of the Seismic Contract and Structural Contract, Cross-Complainants are entitled to total implied indemnity in an arfiount to be determined at the time of trial and according to proof, for any and all amounts for which Cross-Complainants are held responsible to Patterson Family LP for the matters set forth and alleged in its First Amended Cross-Complaint.

129. Cross-Complainants also are entitled to attorney’s fees under the tort of another doctrine and California Code of Civil Procedure § 1021.6.

130. To the extent required by law, Cross-Complainants hereby tender the defense and indemnity of the Patterson Cross-Action to Cross-Defendants. |

NINTH CAUSE OF ACTION

(Tort of Another—Dby All Cross-Complainants Against Cross-Defendants Brooks- Ransom Associates, Gaylord Rick Ransom, and Moes 1-50)

131. Cross-Complainants reallege and incorporate by reference each and every allegation contained in paragraphs 1 through 130, inclusive, set forth above.

132. Cross-Complainants are informed and believe and based thereon allege that Cross-Defendants were obligated to perform professional engineering services to Cross- Complainants, exercising the same such skill, prudence, and diligence as other members of

their profession commonly possess and exercise, and that Cross-Defendants through their

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{7346/002/00627762.DOCX} 20 negligent acts or omissions failed to properly perform those services.

negligent acts or omissions failed to properly perform those services.

133. Cross-Complainants are informed and believe, that Cross-Defendants made negligent misrepresentations of material facts, as set forth in Paragraphs 5660, above.

134. By virtue of, and as a direct and proximate result of, Cross-Defendants’ failure to exercise the required skill, prudence, and diligence in providing engineering services to Cross-Complainants as well as Cross-Defendants’ negligent misrepresentations, Cross- Complainants have been sued by Patterson Family LP and are forced to protect their interests by defending these actions.

135. As adirect and proximate result the wrongful actions of Cross-Defendants, Cross-Complainants have been harmed by incurring, and continuing to incur, attorney’s fees and costs in this action and, potentially incur losses in the form of monies paid in settlement or judgment. As such, Cross-Complaints are entitled to, and do hereby seek to recover said attorney’s fees and costs, in an amount according to proof, from Cross-Defendants under the tort of another doctrine.

136. Further, by virtue of Cross-Defendants’ failures described above, and in equity and good conscience, Cross-Defendants are required to defend, indemnify, and hold harmless Cross-Complainants for any judgment or damages that are recovered against Cross- Complainants by Patterson or Patterson Family LP.

137. Cross-Complainants are therefore entitled to apportionment of liability and judgment against Cross-Defendants according to their respective fault, in an amount according to proof.

138. Cross-Complainants are entitled to recover attorney’s fees from Cross- Defendants pursuant to the tort of another doctrine and California Code of Civil Procedure § 1021.6.

139. To the extent required by law, Cross-Complainants hereby tender the defense and indemnity of the Patterson Cross-Action.

TENTH CAUSE OF ACTION

(Declaratory Relief—by All Cross-Complainants Against Cross-Defendants Brooks- Ransom Associates, Gaylord Rick Ransom, and Moes 1-50)

140. Cross-Complainants reallege and incorporate by reference each and every allegation contained in paragraphs 1-138, inclusive, set forth above.

141. An actual and substantial controversy has arisen and now exists between Cross- Complainants and Cross-Defendants, and each of them, concerning their respective rights and duties arising out of the Seismic Contract and Structural Contract.

142. Cross-Complainants contend Cross-Defendants are obligated to defend, indemnify, and hold Cross-Complainants harmless in the Rescission Action and the Patterson Cross-Action as well as reimburse Cross-Complainants for all expenses they have incurred and may incur in the prosecution of the Rescission Action and defense against the Patterson Cross- Action.

143, Cross-Complainants are informed and believe, and based thereon allege, that Cross-Defendants dispute these contentions and contend they have no obligation to defend, indemnify, or hold harmless any of the Cross-Complainants.

144. Cross-Complainants seek a judicial determination of their rights of indemnity from Cross-Defendants on the basis that any damages allegedly sustained by Patterson Family LP were proximately caused by the acts or omissions of Cross-Defendants, or of their agents, servants, employees, joint venturers, or partners, and were not proximately caused by the sole negligence or willful misconduct of Cross-Complainants.

145. Cross-Complainants have performed and satisfied all conditions precedent to the obligations of Cross-Defendants as alleged herein, or such conditions precedent have been excused.

146. Such a judicial declaration is necessary and appropriate at this time so that Cross-Complainants may ascertain their rights and duties relative to the prosecution of the Rescission Action and defense against the Patterson Cross-Action as well as the payment of

any damages, judgments, or other awards that might be awarded against Cross-Complainants.

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{7346/002/00627762.DOCX} 22 147. The adjudication of this Cross-Complaint in connection with Baltara’s First Amended Complaint and Patterson Family LP’s First Amended Cross-Complaint will be in the furtherance of justice, and will further the expedition of business of the above-entitled Court.

147. The adjudication of this Cross-Complaint in connection with Baltara’s First Amended Complaint and Patterson Family LP’s First Amended Cross-Complaint will be in the furtherance of justice, and will further the expedition of business of the above-entitled Court.

PRAYER FOR RELIEF

WHEREFORE, Cross-Complainants pray for Judgment against each Cross-Defendant,

named herein, as follows:

On the First, Second, and Seventh through Ninth Causes of Action:

1. For general and compensatory damages in an amount according to proof; 2. For prejudgment interest pursuant to California Civil Code § 3287; and 3. For attorneys’ fees and costs of suit herein incurred, pursuant to the tort of

another doctrine and California Civil Code § 1021.6. On the Third through Sixth Causes of Action:

1. For compensatory damages in an amount according to proof; and

2. For prejudgment interest pursuant to California Civil Code § 3287. On the Tenth Céuse of Action:

1. For a judicial declaration that Cross-Defendants are obligated to defend Cross- Complainants against Patterson Family LP’s Cross-Action,

2. For a judicial declaration that Cross-Defendants are obligated to hold Cross- Complainants harmless in the prosecution of Baltara’s First Amended Complaint and in the defense against Patterson Family LP’s Cross-Action; and

3. For a judicial declaration that Cross-Defendants are obligated to indemnify Cross-Complainants for any liability, costs, or fees incurred as a result of Baltara’s First Amended Complaint, Patterson Family LP’s Cross-Action, or this cross-action.

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{7346/002/00627762.DOCX} 23 For All Causes of Action:

For All Causes of Action:

1. For prejudgment interest as provided by law; 2. For attorneys’ fees and costs of suit herein incurred; and 3. For such other and further relief as the Court may deem just and proper.

Respectfully submitted, Dated: June L7, 2016 WANGER JONES HELSLEY PC

Attorneys for Cross-Complainants Baltara Enterprises, L.P., William Dyck, Summa Properties Corporation, and Kuban Corporation

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