This case was last updated from Los Angeles County Superior Courts on 06/02/2019 at 05:43:15 (UTC).

DAVID LYONS VS RYAN BALLINGER

Case Summary

On 10/13/2017 DAVID LYONS filed a Contract - Other Contract lawsuit against RYAN BALLINGER. This case was filed in Los Angeles County Superior Courts, Stanley Mosk Courthouse located in Los Angeles, California. The Judges overseeing this case are GREGORY W. ALARCON and DANIEL S. MURPHY. The case status is Pending - Other Pending.
Case Details Parties Documents Dockets

 

Case Details

  • Case Number:

    ****8812

  • Filing Date:

    10/13/2017

  • Case Status:

    Pending - Other Pending

  • Case Type:

    Contract - Other Contract

  • County, State:

    Los Angeles, California

Judge Details

Presiding Judges

GREGORY W. ALARCON

DANIEL S. MURPHY

 

Party Details

Petitioners, Plaintiffs and Cross Defendants

LYONS DAVID

LB4LB LLC

Respondents, Defendants and Cross Plaintiffs

DOES 1 TO 10

BALLINGER RYAN

Attorney/Law Firm Details

Petitioner and Plaintiff Attorneys

FERNALD BRANDON ESQ.

FERNALD LAW GROUP APC

Respondent and Defendant Attorneys

OSTER MATTHEW ESQ.

WOLF RIFKIN SHAPIRO SCHULMAN & RABKIN

Cross Plaintiff Attorney

FLOM JASON MATTSON

Cross Defendant Attorneys

FERNALD BRANDON CLAUS

MACIAS SEAN ERNESTO ESQ.

 

Court Documents

Minute Order

2/8/2018: Minute Order

OPPOSITION OF PLAINTIFF TO DEMURRER

2/22/2018: OPPOSITION OF PLAINTIFF TO DEMURRER

CROSS-DEFENDANT LB4LB, LLC'S NOTICE OF DEMURRER AND DEMURRER TO THE CROSS- COMPLAINT; ETC.

2/26/2018: CROSS-DEFENDANT LB4LB, LLC'S NOTICE OF DEMURRER AND DEMURRER TO THE CROSS- COMPLAINT; ETC.

PEREMPTORY CHALLENGE TO JUDICIAL OFFICER (CODE CIV. PROC, 170.6)

2/26/2018: PEREMPTORY CHALLENGE TO JUDICIAL OFFICER (CODE CIV. PROC, 170.6)

DEFENDANT RYAN BALLINGER'S REPLY IN SUPPORT OF DEMURRER TO COMPLAINT

2/27/2018: DEFENDANT RYAN BALLINGER'S REPLY IN SUPPORT OF DEMURRER TO COMPLAINT

Minute Order

3/6/2018: Minute Order

Unknown

3/15/2018: Unknown

CROSS-DEFENDANT LB4LB, LLC'S NOTICE OF DEMURRER AND DEMURRER TO THE CROSS-COMPLAINT; ETC.

3/16/2018: CROSS-DEFENDANT LB4LB, LLC'S NOTICE OF DEMURRER AND DEMURRER TO THE CROSS-COMPLAINT; ETC.

NOTICE OF MOTION AND MOTION OF DEFENDANT AND CROSS-COMPLAINANT RYAN BALLINGER TO COMPEL FURTHER RESPONSES OF PLAINTIFF AND CROSS-DEFENDANT DAVID LYONS; ETC

5/7/2018: NOTICE OF MOTION AND MOTION OF DEFENDANT AND CROSS-COMPLAINANT RYAN BALLINGER TO COMPEL FURTHER RESPONSES OF PLAINTIFF AND CROSS-DEFENDANT DAVID LYONS; ETC

SEPARATE STATEMENT IN SUPPORT OF DEFENDANT RYAN BALLINGER'S MOTION TO COMPEL FURTHER RESPONSES TO INTERROGATORIES

5/7/2018: SEPARATE STATEMENT IN SUPPORT OF DEFENDANT RYAN BALLINGER'S MOTION TO COMPEL FURTHER RESPONSES TO INTERROGATORIES

CROSS-COMPLAINANT RYAN BALLINGER'S OPPOSITION TO LB4LB LLC'S DEMURRER TO BALLINGER'S CROSS-COMPLAINT

5/8/2018: CROSS-COMPLAINANT RYAN BALLINGER'S OPPOSITION TO LB4LB LLC'S DEMURRER TO BALLINGER'S CROSS-COMPLAINT

CROSS-DEFENDANT LB4LB, LLC'S REPLY TO CROSS-COMPLAINANT RYAN BALLINGER'S OPPOSITION TO DEMURRER TO THE CROSS-COMPLAINT

5/14/2018: CROSS-DEFENDANT LB4LB, LLC'S REPLY TO CROSS-COMPLAINANT RYAN BALLINGER'S OPPOSITION TO DEMURRER TO THE CROSS-COMPLAINT

DAVID LYONS' OPPOSITION SEPARATE STATEMENT

5/21/2018: DAVID LYONS' OPPOSITION SEPARATE STATEMENT

TENTATIVE ORDER RE: CROSS-DEFENDANT'S DEMURRER TO CROSS-COMPLAINANT'S CROSS-COMPLAINT

5/21/2018: TENTATIVE ORDER RE: CROSS-DEFENDANT'S DEMURRER TO CROSS-COMPLAINANT'S CROSS-COMPLAINT

OPPOSITION OF PLAINTIFF DAVID LYONS TO MOTION TO COMPEL; DECLARATION OF BRANDON C. FEWNALD

5/21/2018: OPPOSITION OF PLAINTIFF DAVID LYONS TO MOTION TO COMPEL; DECLARATION OF BRANDON C. FEWNALD

Minute Order

5/21/2018: Minute Order

NOTICE OF CASE MANAGEMENT CONFERENCE

5/21/2018: NOTICE OF CASE MANAGEMENT CONFERENCE

NOTICE OF RULING

5/22/2018: NOTICE OF RULING

52 More Documents Available

 

Docket Entries

  • 02/25/2019
  • DocketAnswer; Filed by David Lyons (Cross-Defendant)

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  • 02/25/2019
  • DocketProof of Service (not Summons and Complaint); Filed by David Lyons (Cross-Defendant)

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  • 02/11/2019
  • Docketat 08:37 AM in Department 32, Daniel S. Murphy, Presiding; Jury Trial - Not Held - Advanced and Continued - by Court

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  • 01/31/2019
  • Docketat 08:37 AM in Department 32, Daniel S. Murphy, Presiding; Final Status Conference - Not Held - Advanced and Continued - by Court

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  • 01/16/2019
  • DocketAnswer (to Second Amended Cross Complaint); Filed by LB4LB,LLC (Cross-Defendant)

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  • 01/10/2019
  • DocketNotice (of Ruling); Filed by Ryan Ballinger (Cross-Complainant)

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  • 01/10/2019
  • DocketCross-Complaint (2nd Amended); Filed by Ryan Ballinger (Cross-Complainant); Ryan Ballinger (Cross-Complainant)

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  • 01/09/2019
  • Docketat 08:30 AM in Department 32, Daniel S. Murphy, Presiding; Hearing on Motion for Leave to Amend (To Amend Cross-Complaint) - Held

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  • 01/09/2019
  • DocketMinute Order ((Hearing on Motion for Leave to Amend To Amend Cross-Complaint)); Filed by Clerk

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  • 01/09/2019
  • DocketOrder (re Cross-Complainant Ryan Ballinger's Motion for Leave to Amend Cross-Complaint); Filed by Clerk

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90 More Docket Entries
  • 10/26/2017
  • DocketDeclaration; Filed by Plaintiff/Petitioner

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  • 10/26/2017
  • DocketProof of Service

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  • 10/26/2017
  • DocketProof of Service (not Summons and Complaint); Filed by Plaintiff/Petitioner

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  • 10/26/2017
  • DocketProof of Service (not Summons and Complaint); Filed by Plaintiff/Petitioner

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  • 10/26/2017
  • DocketDECLARATION OF DILIGENCE

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  • 10/26/2017
  • DocketProof of Service

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  • 10/13/2017
  • DocketSUMMONS

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  • 10/13/2017
  • DocketComplaint; Filed by David Lyons (Plaintiff)

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  • 10/13/2017
  • DocketVERIFIED COMPLAINT FOR DAMAGES: 1) FALSE PROMISE 2) BREACH OF CONTRACT

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  • 10/13/2017
  • DocketSUMMONS

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Tentative Rulings

Case Number: ****8812    Hearing Date: October 23, 2020    Dept: 32

david lyons,

Plaintiff,

v.

RYAN BALLINGER, et al.

Defendants.

Case No.: ****8812

Hearing Date: October 23, 2020

[TENTATIVE] order RE:

MOTION to enforce settlement

Background

A. Complaint

Plaintiff David Lyons (Lyons) commenced this action against Defendant Ryan Ballinger (Ballinger) on October 13, 2017. The Complaint asserts causes of action for (1) false promise and (2) breach of contract. The Complaint alleges in pertinent part as follows.

In 2012, Lyons set out to purchase a restaurant at a location where he could eventually also purchase the underlying real property. Lyons found a suitable property at 5137 York Blvd., Los Angeles, CA 90042 (Property).

Lyons created an entity, Apophenia, LLC (Apophenia) that would own the restaurant and began soliciting investments to finance the restaurant. Investors in Apophenia were given a right of first refusal to purchase an equivalent ownership share in the Property. Ballinger invested $95,000 in Apophenia and currently holds a 16% interest in the entity. Lyons owns 51% of Apophenia.

In March 2013, Lyons sought to purchase the Property. Lyons and Ballinger submitted an offer to purchase the Property for $520,000. Lyons and Ballinger created a new entity, 5137 York Blvd., LLC (5137 York) to own the Property and began soliciting investments. Shares in 5137 York were offered for $1,000 each.

Pursuant to his right of first refusal, Lyons intended to put up $51,000 to purchase 51 shares in 5137 York. However, as the financing process proceeded, Lyons learned that owning 10% or more in 5137 York would cause the SBA to scrutinize his financial history. This was problematic because Lyons had a bankruptcy on record. Ballinger and Lyons agreed that the safest way to acquire the Property was to keep Lyons’s percentage interest in 5137 York below 10%. Ballinger and Lyons entered into a handshake agreement whereby they agreed that Ballinger would purchase the 16 shares to which he was entitled as well as 42 of the total 51 shares to which Lyons was entitled. They further agreed that once Lyons’s bankruptcy had cleared from his record, Ballinger would sell the 42 shares back to Lyons at the original subscription purchase price of $1,000 per share. Lyons was comfortable with the handshake agreement because of his long history with Ballinger.

Since the purchase of the Property, Ballinger has not honored the parties’ handshake agreement. Ballinger has refused to sell Lyons the 42 shares to which he is entitled.

B. Cross-Complaint

Ballinger commenced a cross-action against Lyons and LB4LB, LLC (LB4LB) on November 30, 2017. The operative pleading in the cross-action is the Second Amended Cross-Complaint (SAXC) filed on January 10, 2019. The SAXC asserts causes of action for (1) breach of contract, (2) accounting, and (3) intentional misrepresentation / fraud.

C. Course of Proceedings

On July 25, 2019, the parties represented to the Court that they had reached a settlement.

On July 26, 2019, the parties filed a joint request for dismissal of the case. In the joint dismissal, the parties stipulated to the Court’s retention of jurisdiction over this action so that the Court could enforce the terms of the parties’ settlement agreement.

Legal Standard

“If parties to pending litigation stipulate, in a writing signed by the parties outside the presence of the court or orally before the court, for settlement of the case, or part thereof, the court, upon motion, may enter judgment pursuant to the terms of the settlement. If requested by the parties, the court may retain jurisdiction over the parties to enforce the settlement until performance in full of the terms of the settlement.” (CCP ; 664.6.)

CCP section 664.6 “allows the court to enter a stipulated judgment in settlement of a case, and to retain jurisdiction to enforce the settlement.” (Ironridge Global IV, Ltd. v. ScripsAmerica, Inc. (2015) 238 Cal.App.4th 259, 267.) A request for the trial court to retain jurisdiction under this statute must conform to three requirements: the request must be made (1) during the pendency of the case, not after the case has been dismissed in its entirety, (2) by the parties themselves, and (3) either in a writing signed by the parties or orally before the court. (Mesa RHF Partners, L.P. v. City of Los Angeles (2019) 33 Cal.App.5th 913, 917.)

Pursuant to section 664.6, a court is empowered to resolve underlying factual disputes, including whether the parties entered into a valid and binding settlement agreement (Khavarian Enterprises, Inc. v. Commline, Inc. (2013) 216 Cal.App.4th 310, 329) and how to interpret the the terms of the parties’ settlement agreement (Fiore v. Alvord (1985) 182 Cal.App.3d 561, 566). (Weil & Brown, Cal. Practice Guide: Civil Procedure Before Trial (The Rutter Group 2020) ¶ 12:977.)

Discussion

Ballinger moves to enforce the parties’ settlement agreement.

The parties’ settlement agreement states in pertinent part:

1. Apophenia, LLC (“Apophenia”), or its assets, and 5137 York Blvd., LLC (“5137 York”) should be sold as a package. LB4LB, LLC (“LB4LB”) should either be sold as part of this transaction or cease operations upon the sale. Lyons shall continue to operate Apophenia in the normal course and fashion pending this sale.

3. The sale proceeds will be used to cover sale transaction costs and to pay off mortgages….

4. Lyons will receive 28% of the net proceeds of any sale contemplated in paragraph 1 above.

5. Ballinger will receive 55.06% of the net proceeds of any sale contemplated in paragraph 1 above.

6. The remaining 16.94% of the net proceeds of any sale contemplated in paragraph 1 above will be distributed to the other investors in equitable fashion.

12. This agreement constitutes and contains the entire agreement and understanding between the parties and supersedes and replaces all prior negotiations and agreements proposed or otherwise, whether written or oral, concerning the subject matter of this agreement. This agreement is an integrated document. This agreement cannot be modified unless done so in writing signed by Lyons and Ballinger.

(Oster Decl. Ex. 1.)

Ballinger contends that Lyons has failed to carry out the terms of the settlement agreement by refusing to pay Ballinger the net proceeds for which he is owed from the sale of Apophenia, 5137 York, and LB4LB. Lyons responds that Ballinger misinterprets the settlement agreement with respect to allocation of the sale proceeds of Apophenia. Lyons contends that the parties did not intend to disrupt the undisputed ownership stakes of that company by executing the settlement agreement. Lyons complains that enforcing the settlement agreement in the manner advanced by Ballinger would, in effect, triple his stake in that enterprise (16.1% to 55.06%) and halve the interests of the other Apophenia stakeholders.

The Court concludes that the terms of the parties’ settlement agreement are clear and unambiguous. Ballinger is entitled to 55.06% of the net proceeds of the sales contemplated in Paragraph 1. Paragraph 1 contemplates the sale of Apophenia, 5137 York, and LB4LB. As such, Ballinger is entitled to 55.06% of the net proceeds of the sale of all three entities, including Apophenia.

Because the settlement agreement contains an integration clause, the parol evidence rule applies. The parol evidence rule “prohibits the introduction of any extrinsic evidence, whether oral or written, to vary, alter or add to the terms of an integrated written instrument.” (Casa Herrera, Inc. v. Beydoun (2004) 32 Cal.4th 336, 343.) In this case, Lyons and his counsel aver that the settlement agreement was intended to resolve only the parties’ respective stakes in 5137 York and was not intended to impact their respective stakes in Apophenia. (Fernald Decl. ¶¶ 4-6; Lyons Decl. ¶¶ 5-7.) The Court cannot consider this extrinsic evidence because it is inconsistent with the plain terms of the parties’ settlement agreement. The interpretation advanced by Lyons would invalidate the settlement agreement’s express language that Ballinger is entitled to “55.06% of the net proceeds of any sale contemplated in paragraph 1 above.” (Emphasis added.)

The Court rejects Lyons’ argument that the settlement agreement is ambiguous on this point and that extrinsic evidence can be used to explain the contractual language. “ ‘The test of admissibility of extrinsic evidence to explain the meaning of a written instrument is not whether it appears to the court to be plain and unambiguous on its face, but whether the offered evidence is relevant to prove a meaning to which the language of the instrument is reasonably susceptible.’ ” (Dore v. Arnold Worldwide, Inc. (2006) 39 Cal.4th 384, 391.) As noted ante, the language of the settlement agreement is not reasonably susceptible to the meaning advanced by Lyons. Lyons has not even attempted to explain how his interpretation can be reconciled with the plain language of Paragraphs 1 and 4.

The Court also rejects Lyons’s argument that Ballinger’s interpretation of the settlement agreement is nonsensical. According to Lyons’s brief, Ballinger had a 74.06% interest in 5137 York. Ballinger may have accepted a lower interest in the sale proceeds of 5137 York (55%) in order to offset his increased stake in the net proceeds from the sale of Apophenia. Moreover, Ballinger was asserting his own cross-claims. Ballinger may have received an increased interest in Apophenia in order to compensate him for the value of those claims.

Conclusion

Ballinger’s motion to enforce the parties’ settlement agreement is granted. Ballinger is entitled to 55.06% of the net proceeds of the sale of Apophenia.



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