The San Juan Company LLC vs. Hjorth-Olsen

A guarantor is one who promises to answer for the debt or perform the obligation of another when the person ultimately liable fails to pay or perform. (Civ. Code, § 2787; Gramercy Investment Trust v. Lakemont Homes Nevada, Inc. (2011) 198 Cal.App.4th 903, 911.)

The FAC alleges, in pertinent part, as follows:

In April 1990, Plaintiffs’ predecessors entered into a written License Agreement with Olsen Pavingstone, Inc. (“Olsen”). (FAC, ¶ 9 & Ex. A.) The license

agreement granted Olsen use of a site. (Id.) Under the agreement, Olsen was required, upon termination, to return the property “in as good as condition as received,” conduct an environmental audit, and complete any necessary remediation. (FAC, ¶¶ 10–12.)

In consideration for the execution of the agreement, Defendant executed a written personal guaranty unconditionally guaranteeing Olsen’s full and timely performance under the License Agreement. (FAC, ¶ 13 & Ex. A.)

The License Agreement terminated on March 31, 2022, after which Plaintiffs gave Olsen additional time to vacate and restore the property. (FAC, ¶ 14.) Olsen, however, failed to return the property in the condition required by the agreement. (FAC, ¶¶ 14–20.)

Plaintiffs performed their obligations and provided all required notices. (FAC, ¶ 29.) Despite demands, Defendant failed to respond or perform under the guaranty, causing Plaintiffs damages. (FAC, ¶¶ 24–25, 28, 30.)

The FAC alleges sufficient facts to state a claim for breach of guaranty.

Defendant argues that the FAC fails to adequately allege breach. Specifically, Defendant contends that the allegation that Olsen failed to return the property “in as good as condition as received” is conclusory because the FAC does not describe the property’s condition at the beginning and end of the license term or identify the specific remediation required. Such details, however, are not required to state a claim for breach of guaranty. The FAC identifies the relevant contractual duties and alleges that Olsen breached those duties by failing to restore the property after the License Agreement terminated. (FAC, ¶¶ 11-12, 20.)

The FAC further alleges that Defendant unconditionally guaranteed Olsen’s full and timely performance, received demands to honor the guaranty, and failed to respond or perform. (FAC, ¶¶ 13, 24–25, 28.) These ultimate facts sufficiently apprise Defendant of the nature and basis of the alleged breach.

As to Plaintiffs’ performance, Defendant contends that the FAC fails to plead performance or excuse. The FAC, however, alleges that Plaintiffs performed their obligations and provided all required notices. (FAC, ¶ 29.) Satisfaction of contract conditions may be pleaded generally (e.g., “plaintiff has duly performed all conditions on his part”). (Code Civ. Proc., § 457; Careau & Co. v. Security Pacific Business Credit, Inc. (1990) 222 Cal.App.3d 1371, 1390.)

Defendant also argues that Plaintiffs improperly seek to hold him liable for the $828,341.90 default judgment entered against Olsen in the prior action, even though he was not a party to that action. Although the prior judgment does not bind Defendant, Plaintiffs seek recovery for his alleged breach of the guaranty rather than direct enforcement of the judgment against him. “A contract of guaranty gives rise to a separate and independent obligation from that which binds the principal debtor.” (Talbott v. Hustwit (2008) 164 Cal.App.4th 148, 151.)

Regarding damages, Defendant argues that the FAC fails to allege recoverable damages adequately. The FAC, however, alleges that Defendant’s breach caused at least $828,341.90 in damages, plus interest. (FAC, ¶ 30.)

The allegation that Defendant transferred some or all of his obligations under the guaranty to Pernille Hjorth-Olsen in approximately 2012 also does not defeat the claim. (FAC, ¶ 27.) Generally, the burden of an obligation may be transferred only with the consent of the party entitled to its benefit. (Civ. Code, § 1457.) The

FAC does not allege that Plaintiffs consented to Defendant’s release or agreed to a novation. Accordingly, any uncertainty concerning the transfer’s terms or legal effect does not establish on the face of the FAC that Defendant was discharged from the guaranty.

Finally, Defendant’s references to a potential statute-of-limitations defense and the City of San Juan Capistrano’s possible responsibility do not establish a defect on the face of the FAC. The FAC does not establish that the claim is time-barred, and Defendant’s assertion concerning the City relies on facts outside the pleadings.

Accordingly, the motion for judgment on the pleadings is denied.

Plaintiffs to give notice.

58 Luera vs. Ford Motor Company

24-01450066

Motion for Judgment on the Pleadings

Defendant Theodore Robins Ford, Inc. dba Theodore Robins Ford’s (“Theodore Robins Ford”) motion for judgment on the pleadings is GRANTED. Should Plaintiff desire to file an amended complaint that addresses the issues in this ruling, Plaintiff must file and serve within 15 days of service of the notice of ruling.

A defendant may move for judgment on the pleadings where the court has no jurisdiction of the subject of the cause of action alleged in the complaint or the complaint does not state facts sufficient to constitute a cause of action against that defendant. (Code Civ. Proc, § 438 subd. (c)(1)(B).) The standard for ruling on a motion for judgment on the pleadings is essentially the same as that applicable to a general demurrer, that is, under the state of the pleadings, together with matters that may be judicially noticed, it appears that a party is entitled to judgment as a matter of law. (Bezirdjian v. O’Reilly (2010) 183 Cal.App.4th 316, 321-322, citing Schabarum v. California Legislature (1998) 60 Cal.App.4th 1205, 1216.)

Theodore Robins Ford contends the cause of action for negligent repair is barred by the statute of limitations. “Generally speaking, a cause of action accrues at ‘the time when the cause of action is complete with all of its elements.’ ” (Fox v. Ethicon Endo-Surgery, Inc. (2005) 35 Cal.4th 797, 806.) The discovery rule provides an exception by postponing the accrual of a cause of action until the plaintiff either discovers or has reason to discover the cause of action, which occurs when the plaintiff has reason to suspect a factual basis for a cause of action. (Id. at p. 807; Norgart v. Upjohn Co. (1999) 21 Cal.4th 383, 397–398.)

A plaintiff has reason to suspect a factual basis for a cause of action when he or she “has ‘ “ ‘ “notice or information of circumstances to put a reasonable person on inquiry.” ’ ” ’ ” (Norgart, supra, 21 Cal.4th at p. 398; Kline v. Turner (2001) 87 Cal.App.4th 1369, 1374 (Kline).) “For purposes of accrual of the limitations period, inquiry notice is triggered by suspicion.” (E-Fab, Inc. v. Accountants, Inc. Services (2007) 153 Cal.App.4th 1308, 1319 (E-Fab).) The plaintiff need not know the specific facts necessary to establish the elements of the cause of action, but must, within the applicable limitations period, “seek to learn the facts necessary to bring the cause of action in the first place.” (Norgart, supra, 21 Cal.4th at p. 398; Kline, supra, 87 Cal.App.4th at p. 1374.)