TRUEBECK CONSTRUCTION, INC., ET AL VS. SETH TAYLOR, ET AL

8/27/2026 – Law and Motion Calendar Judge: Honorable Mark A. McCannon – Department 2 Page 4 of 16

2:00 PM LINE 3 24-CIV-01921 TRUEBECK CONSTRUCTION, INC., ET AL VS. SETH TAYLOR, ET AL

TRUEBECK CONSTRUCTION, INC. A ROBERT ROSIN SETH TAYLOR

Plaintiff/Cross-Defendant Truebeck Construction, Inc.’s Motion for Leave to File a Second Amended Complaint

TENTATIVE RULING:

For the reasons stated below, Plaintiff and Cross-Defendant Truebeck Construction, Inc.'s ("Truebeck") Motion for Leave to File a Second Amended Complaint is GRANTED.

BACKGROUND

On June 17, 2022, Truebeck, as general contractor, entered into a contract with Defendant SL 750G, LLC to perform construction work at 750 Gateway Boulevard in South San Francisco. Defendant SmartLabs was a tenant at the property, and Defendant BMR-Gateway of Pacific II LLC, f/k/a BMR-Gateway of Pacific II LP, f/k/a BMR-750, 800, 850 Gateway LP ("BMR"), owns the property.

Truebeck filed this action on March 28, 2024, and filed the operative First Amended Complaint ("FAC") on April 4, 2024. The action has since been consolidated with related matters and includes multiple crosscomplaints.

Truebeck now seeks leave to file a Second Amended Complaint. The proposed amendments would: (1) add causes of action for common count/quantum meruit, promissory estoppel, and negligent misrepresentation/concealment against the BMR Defendants; (2) add a cause of action for intentional interference with contractual relations against newly named Director/Investor Defendants and certain existing parties; (3) add SmartLabs 2 as an alleged alter ego and as a party to existing claims; and (4) conform the pleading to prior Doe amendments and expand the alter ego allegations.

Truebeck states that the proposed amendments are based on information obtained in discovery in June 2026, including depositions taken on June 26 and June 30, 2026. The SmartLabs Defendants oppose the motion, arguing that Truebeck did not act diligently because the relevant information was available earlier in document productions and that certain proposed claims are legally futile.

LEGAL STANDARD

Code of Civil Procedure section 473, subdivision (a)(1), authorizes the Court, in furtherance of justice and on terms that are proper, to permit amendment of a pleading. Section 576 similarly provides that a judge may allow amendment of any pleading at any time before or after commencement of trial. A motion for leave to amend is also governed by California Rules of Court, rule 3.1324.

Judicial policy favors liberal allowance of amendments so that disputed matters may be resolved in the same action. (Kittredge Sports Co. v. Superior Court (1989) 213 Cal.App.3d 1045, 1047; Nestle v. City of Santa Monica (1972) 6 Cal.3d 920, 939.) Even where delay is asserted, denial of leave to amend is generally improper absent prejudice to the opposing party. (Higgins v. Del Faro (1981) 123 Cal.App.3d 558, 564-565.)

Courts also ordinarily do not determine the legal sufficiency of a proposed amended pleading on a motion for leave to amend; the preferred practice is to

8/27/2026 – Law and Motion Calendar Judge: Honorable Mark A. McCannon – Department 2 Page 5 of 16

permit the amendment and allow the opposing party to challenge the pleading by demurrer, motion for judgment on the pleadings, or other appropriate proceeding. (Kittredge, supra, 213 Cal.App.3d at p. 1048.)

DISCUSSION

The SmartLabs Defendants have not shown prejudice sufficient to overcome the liberal policy favoring amendment. No trial date is set. Truebeck represents that the proposed amendments are based on information developed through recent discovery, including June 2026 depositions. Although the SmartLabs Defendants contend that some of the information could have been discovered earlier, any asserted delay does not, on this record, establish prejudice that would warrant denial of leave to amend.

The SmartLabs Defendants also challenge the legal viability of the proposed intentional-interference claim. The Court declines to adjudicate the merits of the proposed pleading on this motion. Those arguments may be raised by demurrer, motion for judgment on the pleadings, motion to strike, or other appropriate procedure after the amended pleading is filed. (Kittredge, supra, 213 Cal.App.3d at p. 1048.)

Because leave to amend is liberally granted, no trial date has been set, and the opposing parties have not demonstrated cognizable prejudice from the amendment, the motion is GRANTED.

ORDER

Truebeck shall file and serve the Second Amended Complaint by September 3, 2026. If the tentative ruling is uncontested, it shall become the order of the Court. Thereafter, counsel for the moving party shall prepare a written order consistent with the Court's ruling for the Court's signature pursuant to California Rules of Court, rule 3.1312, and provide written notice of the ruling to all parties who have appeared in the action, as required by law and the California Rules of Court. The Court directs the parties to San Mateo County Superior Court Local Rule 3.403(b)(iv) regarding the wording of proposed orders.

8/27/2026 – Law and Motion Calendar Judge: Honorable Mark A. McCannon – Department 2 Page 6 of 16

2:00 PM LINE 4 24-CIV-01921 TRUEBECK CONSTRUCTION, INC., ET AL VS. SETH TAYLOR, ET AL

TRUEBECK CONSTRUCTION, INC. A ROBERT ROSIN SETH TAYLOR

Plaintiff/Cross-Defendant Truebeck Construction, Inc.’s Motion for Leave to Amend: Does

TENTATIVE RULING:

Parties to appear.

8/27/2026 – Law and Motion Calendar Judge: Honorable Mark A. McCannon – Department 2 Page 7 of 16

2:00 PM LINE 5 24-CIV-01921 TRUEBECK CONSTRUCTION, INC., ET AL VS. SETH TAYLOR, ET AL

TRUEBECK CONSTRUCTION, INC. A ROBERT ROSIN SETH TAYLOR

Defendant/Cross-Complainant BMR-Gateway of Pacific II, LLC’s Motion for Leave to Amend Cross-Complaint

TENTATIVE RULING:

_________________________________________________________________________________________

For the reasons stated below, the Motion for Leave to File a First Amended Cross-Complaint ("FAXC") filed by Defendant and Cross-Complainant BMR-Gateway of Pacific II LLC ("BMR"), f/k/a BMR-Gateway of Pacific II LP, f/k/a BMR-750, 800, 850 Gateway LP, is GRANTED.

BACKGROUND

These consolidated actions arise from disputes concerning SmartLabs' lease and tenant-improvement project at 750 Gateway Boulevard in South San Francisco, including SmartLabs' alleged failure to pay Truebeck Construction, Inc. for construction work and its alleged breach of the lease with BMR. BMR filed its Cross-Complaint on August 9, 2024.

On August 3, 2026, BMR moved for leave to file a FAXC based on information obtained through discovery. The proposed FAXC adds: (1) a tenth cause of action for intentional interference with contractual relations against ArrowMark Agency Services LLC and ArrowMark Colorado Holdings LLC; (2) an eleventh cause of action for intentional interference with contractual relations against Mass Innovation Labs, Inc.; and (3) alter ego allegations against Exycute LLC. The proposed pleading therefore adds ArrowMark Agency Services LLC, ArrowMark Colorado Holdings LLC, and Exycute LLC as new parties.

BMR contends that the proposed amendments arise from facts disclosed in substantial document productions made by the SmartLabs parties and ArrowMark during February, March, and May 2026. The SmartLabs Parties oppose, arguing that BMR delayed in seeking amendment and that the proposed interference and alter ego theories are legally futile.

LEGAL STANDARD

Code of Civil Procedure section 473, subdivision (a)(1), authorizes the Court, in furtherance of justice and on terms that are proper, to permit amendment of a pleading. Section 576 similarly provides that a judge may allow amendment of any pleading at any time before or after commencement of trial. A motion for leave to amend is also governed by California Rules of Court, rule 3.1324.

Judicial policy favors liberal allowance of amendments so that disputed matters may be resolved in the same action. (Kittredge Sports Co. v. Superior Court (1989) 213 Cal.App.3d 1045, 1047; Nestle v. City of Santa Monica (1972) 6 Cal.3d 920, 939.) Even where delay is asserted, denial of leave to amend is generally improper absent prejudice to the opposing party. (Higgins v. Del Faro (1981) 123 Cal.App.3d 558, 564-565.)

Courts also ordinarily do not determine the legal sufficiency of a proposed amended pleading on a motion for leave to amend; the preferred practice is to