On 12/27/2017 STARS ATHLETIC FOUNDATION filed a Contract - Other Contract lawsuit against KARAMANOUKIAN TRUST. This case was filed in Los Angeles County Superior Courts, Stanley Mosk Courthouse located in Los Angeles, California. The case status is Pending - Other Pending.
Pending - Other Pending
Los Angeles County Superior Courts
Stanley Mosk Courthouse
Los Angeles, California
STARS ATHLETIC FOUNDATION
DOES 1 TO 10
BICKENBACH PAUL H. ESQ.
KATZMAN MARC J. ESQ.
2/15/2018: NOTICE OF CASE MANAGEMENT CONFERENCE
4/6/2018: NOTICE OF CASE MANAGEMENT CONFERENCE
4/27/2018: Minute Order
6/26/2018: NOTICE OF CASE MANAGEMENT CONFERENCE RE: PROJECTED DAMAGES OF PLAINTIFF, STARS ATHLETIC FOUNDATION &
6/27/2018: DECLARATION OF MARC J. KATZMAN IN SUPPORT OF TILE COURT ORDERED WALKER HEARING AND IN OPPOSITION TO PLAINTIFF'S ?PROJECTEL) DAMAGES? SUBMISSION
6/28/2018: Minute Order
7/25/2018: DEFENDANT KARAMANOUKIAN TRUST'S NOTICE OF MOTION TO STRIKE PORTIONS OF PLAINTIFF'S COMPLAINT; MEMORANDUM OF POINTS AND AUTHORITIES; AND DECLARATION OF MARC KATZMAN
8/16/2018: PLAINTIFF, STARS ATHLETIC FOUNDATION'S OPPOSITION TO DEFENDANT, KARAMANOUKIAN TRUST'S FIRST AMENDED NOTICE OF DEMURRER TO PLAINTIFF'S COMPLAINT
8/23/2018: DEFENDANT'S REPLY TO PLAINTIFF'S OPPOSITION TO DEFENDANT'S AMENDED NOTICE OF DEMURRER
8/30/2018: NOTICE OF DEFENDANT APPEARING TELEPHONICALLY AT CASE MANAGEMENT CONFERENCE
9/14/2018: NOTICE OF TRIAL & FINAL STATUS CONFERENCE
9/28/2018: KARAMANOUKIAN TRUST'S CROSS-COMPLAINT FOR DAMAGES FOR: (1) BREACH OF CONTRACT; (2) FRAUD (INTENTIONAL MISREPRESENTATION); ETC.
1/10/2018: PROOF OF SERVICE SUMMONS
12/27/2017: COMPLAINT 1. BREACH OF CONTRACT 2. FRAUD & BUSINESS DISPUTE 3. ATTORNEY FEES; ETC
Summons on Cross ComplaintRead MoreRead Less
Answer; Filed by Karamanoukian Trust (Defendant)Read MoreRead Less
Summons (Cross-Complaint)Read MoreRead Less
KARAMANOUKIAN TRUST'S CROSS-COMPLAINT FOR DAMAGES FOR: (1) BREACH OF CONTRACT; (2) FRAUD (INTENTIONAL MISREPRESENTATION); ETC.Read MoreRead Less
Stipulation; Filed by Karamanoukian Trust (Defendant)Read MoreRead Less
STIPULATION TO STRIKE PUNITIVE DAMAGES FROM PLAINTIFF S COMPLAINT, ETC.Read MoreRead Less
NOTICE OF TRIAL & FINAL STATUS CONFERENCERead MoreRead Less
at 08:30 AM in Department 32; Case Management Conference (Conference-Case Management; Trial Date Set) -Read MoreRead Less
Minute OrderRead MoreRead Less
Order; Filed by CourtRead MoreRead Less
Minute OrderRead MoreRead Less
CASE MANAGEMENT STATEMENTRead MoreRead Less
NOTICE OF CASE MANAGEMENT CONFERENCERead MoreRead Less
NOTICE OF CASE MANAGEMENT CONFERENCERead MoreRead Less
Notice of Case Management Conference; Filed by ClerkRead MoreRead Less
Proof of Service (not Summons and Complaint); Filed by Stars Athletic Foundation (Plaintiff)Read MoreRead Less
PROOF OF SERVICE SUMMONSRead MoreRead Less
Complaint; Filed by Stars Athletic Foundation (Plaintiff)Read MoreRead Less
SUMMONSRead MoreRead Less
COMPLAINT 1. BREACH OF CONTRACT 2. FRAUD & BUSINESS DISPUTE 3. ATTORNEY FEES; ETCRead MoreRead Less
Case Number: BC688350 Hearing Date: December 04, 2019 Dept: 32
stars athletic foundation,
KARAMANOUKIAN TRUST, et al.
Case No.: BC688350
Hearing Date: December 4, 2019
[TENTATIVE] order RE:
Motion for summary judgment
Plaintiff Stars Athletic Foundation (“Plaintiff”) commenced this action against Defendant Karamanoukian Trust (“Defendant”) on December 27, 2017. The operative pleading is the First Amended Complaint (“FAC”) filed on May 1, 2018. The FAC asserts causes of action for (1) breach of contract and (2) fraud. Defendant’s demurrer to the fraud cause of action was sustained without leave to amend. The FAC alleges in pertinent part as follows.
Defendant owns commercial real property located at 922 S. Myrtle Avenue, Monrovia, CA (“Premises”). Plaintiff is in the business of providing children with multi-sports centers and ancillary activities. Plaintiff entered into a lease agreement (“Lease”) with Defendant pursuant to which Plaintiff leased the Premises. Plaintiff entered into the Lease in order to provide its services to children in the greater San Gabriel Valley area. Defendant breached the Lease by failing to provide, among other things, a working restroom or HVAC system.
Defendant cross-complained against Plaintiff and Joanne Bockian on September 28, 2018. The Cross-Complaint asserts causes of action for (1) breach of contract, (2) fraud (intentional misrepresentation), (3) negligent misrepresentation, and (4) negligence. These causes of action are based on Plaintiff’s actions with respect to the Lease.
CCP section 437c(c) states: “The 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.” A material fact is one that “must relate to some claim or defense in issue under the pleadings, and it must also be essential to the judgment in some way.” (Riverside County Community Facilities District v. Bainbridge 17 (1999) 77 Cal.App.4th 644, 653.) The court may not weigh the evidence. (Mann v. Cracchiolo (1985) 38 Cal.3d 18, 39.) A motion for summary adjudication may be made by itself or as an alternative to a motion for summary judgment and shall proceed in all procedural respects as a motion for summary judgment. (CCP § 437c(f)(2).) The moving party bears an initial burden of production to make a prima facie showing of the nonexistence of any triable issue of material fact, and if he does so, the burden shifts to the opposing party to make a prima facie showing of the existence of a triable issue of material fact. (Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 850-51.)
STATEMENT OF FACTS
A. Lease Negotiations
Defendant has owned the Premises since April 2000. (Karamanoukian Decl. ¶ 2.) The Premises consists of a single, free-standing industrial building of approximately 10,600 square feet. (Karamanoukian Decl. ¶ 3.) At all times that Defendant owned the Premises and before Plaintiff entered the Lease, the Premises was used as an industrial warehouse, primarily for storage and manufacturing and distribution of goods. (Karamanoukian Decl. ¶ 4.)
Commencing in September 2016, the parties began negotiations for Plaintiff to lease the Premises. (Karamanoukian Decl. ¶ 6.) Because Defendant had plans to redevelop the Premises and surrounding areas, the Premises was priced substantially below market value in order to get a short-term tenant who understood the Premises was being leased “as-is.” (Ibid.)
Prior to signing the Lease on behalf of Plaintiff, Bockian, Plaintiff’s PMK, had reviewed the Lease’s terms several times. (Bockian Depo. pp. 17, 127.) Bockian had also thoroughly toured the Premises and had the opportunity to inspect its systems. (Karamanoukian Decl. ¶ 7.) During some of these tours, Bockian noted issues with the building including small roof leaks, a broken faucet, and broken HVAC components. (Ibid.) Defendant made timely repairs to fix these issues. (Ibid.)
On April 6, 2017, Bockian conducted a final walk-through of the Premises. (Karamanoukian Decl. ¶ 8.) At the conclusion of this walk-through, Bockian signed the Lease. (Ibid.)
B. Lease Provisions
The Lease contains several pertinent provisions:
Under Section 2.2, Defendant agreed to “deliver the Premises to [Plaintiff] broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs (‘Start Date’), and, so long as long as the required service contracts described in Paragraph 7.1(b) below are obtained by Lessee and in effect within thirty days following the Start Date, warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems (‘HVAC’), loading doors, sump pumps, if any, and all other such elements in the Premises, other than those constructed by Lessee, shall be in good operating condition on said date….” (Karamanoukian Decl. Ex. 1, p. 2.)
Under Section 2.3, Defendant warranted “that to the best of its knowledge the improvements on the Premises comply with the building codes, applicable laws, covenants or restrictions of record, regulations, and ordinances (‘Applicable Requirements’) that were in effect at the time that each improvement, or portion thereof. was constructed. Said warranty does not apply to the use to which Lessee will put the Premises, modifications which may be required by the Americans With Disabilities Act or any similar laws as a result of Lessee’s use (see Paragraph 50), or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not the Applicable Requirements, and especially the zoning, are appropriate for Lessee’s intended use, and acknowledges that past uses of the Premises may no longer be allowed.” (Karamanoukian Decl. Ex. 1, p. 2.)
Under Section 2.4, Plaintiff acknowledged that “(a) it has been given an opportunity to inspect and measure the Premises, (b) it has been advised by Lessor and/or Brokers to satisfy itself with respect to the size and condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects. and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for Lessee’s intended use, (c) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises.” (Karamanoukian Decl. Ex. 1, p. 2.)
Under Section 7.2, Plaintiff agreed that “[s]ubject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 9 (Damage or Destruction) and 14 (Condemnation), it is intended by the Parties hereto that Lessor have no obligation, in any manner whatsoever, to repair and maintain the Premises, or the equipment therein, all of which obligations are intended to be that of the Lessee. It is the intention of the Parties that the terms of this Lease govern the respective obligations of the Parties as to maintenance and repair of the Premises.” (Karamanoukian Decl. Ex. 1, p. 5.)
Under an addendum to the Lease, Defendant’s landlord work is described as “as-is.” (Karamanoukian Decl. Ex. 1.)
C. Lease Disputes
Shortly after Plaintiff took possession of the Premises, Plaintiff began demanding that Defendant make capital expenditures of more than $50,000 so as to install a central air conditioning unit in the Premises’ warehouse. (Karamanoukian Decl. ¶ 9.) Plaintiff threatened to withhold rent if the repairs were not made. (Ibid.) Defendant refused because an air conditioning unit was not a term of the Lease and installing one would cost approximately as much as the gross revenue of Plaintiff’s tenancy would generate. (Karamanoukian Decl. ¶ 10.) As a result, Plaintiff withheld further rent payments. (Karamanoukian Decl. ¶¶ 10-11.)
Defendant moves for summary judgment on the Complaint on the ground that Plaintiff’s sole remaining cause of action for breach of contract fails as a matter of law. Specifically, Defendant contends that it complied with its minimal obligations under the Lease by delivering the Premises to Plaintiff in “broom clean” condition and with its promised systems “in good operating condition.” The Court agrees.
In general, the duties of a commercial landlord regarding preparing or maintaining the premises are minimal: “In the absence of an express covenant in the lease, the landlord is not obligated to prepare nonresidential premises for the tenant’s use, or to keep them in repair, except to the extent that he or she retains control over an area used in common by the public or other tenants. [¶] There is no implied covenant by the landlord that nonresidential premises leased are tenantable, or in any particular condition, or fit for the purpose for which they are leased or intended to be used by the tenant, or that they will continue to be fit for such purposes, even though the landlord knows the nature of the use intended.” (Del Taco, Inc. v. University Real Estate Partnership V (2003) 111 Cal.App.4th 16, 23 (citing 7 Miller & Starr, California Real Estate (3d ed.1997) ¶ 19:118).) In other words, the landlord has no duty to repair or prepare the premises for the tenant unless the lease expressly so provides. (See Friedman et al., Cal. Practice Guide: Landlord-Tenant (The Rutter Group 2019) ¶ 4:191.)
Under the terms of the Lease, Plaintiff assumed, and Defendant disclaimed, any obligation to repair and maintain the Premises. (Karamanoukian Decl. Ex. 1, p. 5.) Moreover, Defendant did not assume an obligation to ensure that the Premises was fit for the purpose for which Plaintiff intended to use it. To the contrary, the Lease states in bolded terms: “Lessee is responsible for determining whether or not the Applicable Requirements, and especially the zoning, are appropriate for Lessee’s intended use, and acknowledges that past uses of the Premises may no longer be allowed.” (Karamanoukian Decl. Ex. 1.)
Under the terms of the Lease, Defendant’s obligations with respect to delivery of the Premises to Plaintiff were minimal. In Section 2.2 of the Lease, Defendant agreed to “deliver the Premises to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs (‘Start Date’), and … warrant[ed] that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems (‘HVAC’), loading doors, sump pumps, if any, and all other such elements in the Premises, other than those constructed by Lessee, shall be in good operating condition on said date….” (Karamanoukian Decl. Ex. 1.) In accordance with this section, Defendant provided the Premises to Plaintiff in “broom clean condition, with the existing systems in good and operating condition for the purposes for which the Premises had been used at the time of leasing, and by making all required repairs.” (Karamanoukian Decl. ¶ 8; see also Karamanoukian Decl. ¶ 7 (stating that, prior to Lease’s execution, Defendant repaired broken faucet, sink leak, and broken HVAC components).) Notably, complying with the Lease in this respect did not entail installation of an air conditioning system in the warehouse as such a system did not exist when the Lease was executed. (Karamanoukian Decl. ¶ 9.)
The undisputed evidence shows that Defendant complied with its obligations under the Lease. By not opposing this motion, Plaintiff has failed to establish a triable issue of material fact.
Defendant’s motion for summary judgment is GRANTED.