Napa County Flood Control and Water Conservation District et al v. California Vacation Holdings Group, LLC et al

find in favor of Plaintiff on the first cause of action for breach of governing documents . . . [and] . . . The Court must find in favor of Plaintiff on the third cause of action for declaratory relief”].)

1. Requests for Judicial Notice

The Court rules on CVC’s Requests for Judicial Notice as follows.

Request No. 1: GRANTED.

CVC asks the Court to take judicial notice of the Declaration of Vacation Ownership Plan (Ownership Plan), presumably on grounds that it has been filed with the Napa County Recorder.

“Judicial notice may be taken of ‘the fact of a document’s recordation, the date the document was recorded and executed, the parties to the transaction reflected in a recorded document, and the document’s legally operative language, assuming there is no genuine dispute regarding the document’s authenticity. From this, the court may deduce and rely upon the legal effect of the recorded document, when that effect is clear from its face.” (Linda Vista Vill. San Diego Homeowners Assn., Inc. v. Tecolote Invs., LLC (2015) 234 Cal.App.4th 166, 184 (Linda Vista Village); see also Committee for Green Foothills v. Santa Clara County Bd. of Supervisors (2010) 48 Cal.4th 32, 42 (Green Foothills) [held: trial court properly took judicial notice of the filing of a Notice of Determination].)

There appears to be no dispute regarding the authenticity of the copy of the Ownership Plan attached as Exhibit 1 to CVC’s Index of Evidence. Moreover, the Court finds that this copy is independently authenticated by the Declaration of Doreen Bechard.

Request Nos. 2-6: GRANTED. The Court takes judicial notice of its files in the consolidated action, but not, necessarily, for the truth of matters asserted therein.

Request Nos. 7-12: DENIED. The Court does not find that the respective subjects of these requests are subject to judicial notice as undisputable facts. Moreover, the Court does not find that any of the subjects are material to its analysis and ruling on the instant motion. (See In re Tobacco Cases, II, JCCP 4042 (2004) 123 Cal.App.4th 617, 626 [“‘Although a court may take judicial notice of a variety of matters [citation], only relevant material may be noticed’

The Court rules on CVHG’s Requests for Judicial Notice as follows.

Request No. 1: GRANTED.

Request Nos. 2-4: GRANTED. The Court takes judicial notice of the subject documents, but not for the truth of the matters asserted therein.

2. Evidentiary Objections

“In granting or denying a motion for summary judgment or summary adjudication, the court need rule only on those objections to evidence that it deems material to its disposition of

the motion. Objections to evidence that are not ruled on for purposes of the motion shall be preserved for appellate review.” (Code Civ. Proc., § 437c, subd. (q).)

Because, as discussed below, CVC fails to include purportedly undisputed material facts sufficient to carry its initial burdens of persuasion, CVC’s evidentiary submissions are not material to the Court’s resolution of the instant motion. As a result, the Court declines to rule on CVHG’s evidentiary objections.

The Court rules as follows on CVC’s evidentiary objections.

Declaration of Brandon Bizar, Objection Nos. 1-3: OVERRULED. The Court finds that Paragraph 1 of the Declaration, together with the allegations of the FAC, and the purportedly undisputed material facts in CVC’s Separate Statement regarding the nature of CVHG’s participation in the Resort are sufficient to lay a foundation for the evidence, for the purpose of the instant motion.

Compendium of Evidence, Objection No. 2: OVERRULED. See Declaration of Brandon Bizar at ¶¶ 1 and 6.

Compendium of Evidence, Objection No. 3: OVERRULED. The Court does not admit the evidence “to establish that the floodwall will permit year-round use and a ‘net gain’ of Points (see Objection at 2:17-19) but rather as evidence that the net change in points remains speculative. (See below.)

The Court declines to rule on the remainder of CVC’s evidentiary objections on grounds that none of the subjects thereof are relevant to the Court’s analysis and ruling on the instant Motion. (See Code Civ. Proc., § 437c, subd. (q).)

B. LEGAL BACKGROUND

“A party may move for summary adjudication as to one or more causes of action within an action, . . . one or more claims for damages, or one or more issues of duty, if the party contends that the cause of action has no merit, . . . that there is no merit to a claim for damages, as specified in Section 3294 of the Civil Code, or that one or more defendants either owed or did not owe a duty to the plaintiff or plaintiffs. A motion for summary adjudication shall be granted only if it completely disposes of a cause of action, . . . a claim for damages, or an issue of duty. (Code Civ.

Proc., § 437c, subd. (f)(1).) Moreover, “a plaintiff may, despite the confusing language of the statute, move for summary adjudication of a cause of action, if the plaintiff asserts there is ‘no defense’ to that cause of action. Further, the plaintiff’s burden of proof on such a motion is defined by subdivision (p)(1) of Code of Civil Procedure section 437c; the plaintiff must ‘prove[] each element of the cause of action entitling the party to judgment on that cause of action.’” (Paramount Petroleum Corp. v.

Super. Ct. (2014) 227 Cal.App.4th 226, 241 (Paramount Petroleum).)

Summary relief is permitted “only where it is perfectly plain that there is no substantial issue to be tried.” (Walsh v. Walsh (1941) 18 Cal.2d 439, 442. Italics added.) “[A] plaintiff bears

the burden of persuasion that ‘each element of’ the ‘cause of action’ in question has been ‘proved,’ and hence that ‘there is no defense’ thereto.” (Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 850 (Aguilar), quoting Code Civ. Proc., § 437c.) The moving party also bears an initial burden of production to make a prima-facie showing of the nonexistence of any triable issue of material fact. (Id. at 850-51.) “If a plaintiff who would bear the burden of proof by a preponderance of evidence at trial moves for summary judgment, he must present evidence that would require a reasonable trier of fact to find any underlying material fact more likely than not – otherwise, he would not be entitled to judgment as a matter of law but would have to present his evidence to a trier of fact.” (Id. at 851.)

If the party carries this burden, there is a shift and the opposing party is then subjected to a burden of production to make a prima-facie showing. (Id. at 850.) “[T]here is no obligation on the opposing party . . . to establish anything by affidavit unless and until the moving party . . . has by affidavit stated ‘ “facts establishing every element necessary to sustain a judgment in his favor.” ’ [Citation.] . . . Summary judgments cannot be granted ‘by default’ [citation].” (Canifax v. Hercules Powder Co. (1965) 237 Cal.App.2d 44, 50.)

“In ruling on the motion, the trial court views the evidence and inferences therefrom in the light most favorable to the opposing party.” (Collin v. CalPortland Co. (2014) 228 Cal.App.4th 582, 588.)

C. LEGAL ANALYSIS

1. Plaintiff is Not Entitled to Summary Adjudication as to the Breach of Contract Cause of Action

“The elements of a breach of contract claim are that a contract was formed; that the plaintiff did everything required by the contract; that the defendant did not do something required by the contract; and that the plaintiff was harmed as a result.” (CSAA Ins. Exchange v. Hodroj (2021) 72 Cal.App.5th 272, 276.) “A plaintiff can obtain summary adjudication of a cause of action only by proving ‘each element of the cause of action entitling the party to judgment on that cause of action.’ [Citation.] As damages are an element of a breach of contract cause of action [citation], a plaintiff cannot obtain judgment on a breach of contract cause of action in an amount of damages to be determined later.” (Paramount Petroleum, supra, 227 Cal.App.4th at 241.)

There is no purportedly undisputed material fact in CVC’s Separate Statement which, if true, would make a prima facie showing of the damages suffered by CVC from the alleged breach of contract. Similarly, CVC presents no argument in the Memorandum filed in support of the motion (Support Memo.) on the subject of damages. As such, CVC is not entitled to summary adjudication as to its Breach of Contract Claim. (See Paramount Petroleum, supra, 227 Cal.App.4th at 241.)

Through the Reply, CVC appears to concede that it did not, through the moving papers, address damages. CVC attempts to recast the motion as one seeking summary adjudication as to CVHG’s duty under the alleged contract. (See Reply at 7:25-8:5 [“summary adjudication is available not only as to a ‘cause of action’ but also as to ‘an issue of duty”].) The Court agrees

that summary adjudication is available as to an issue of duty. However, CVC did not provide proper notice that it was moving for summary adjudication on that grounds.

“A notice of motion must state in the opening paragraph the nature of the order being sought and the grounds for issuance of the order.” (Cal. Rules of Ct., rule 3.1110; see also Code Civ. Proc. § 1010 [“the notice of a motion, other than for a new trial, must state . . . the grounds upon which it will be made”]; People v. American Sur. Ins. Co. (1999) 75 Cal.App.4th 719, 726 [held: trial court properly concluded that issue raised in supplemental papers did not comply with statutory notice requirements].)

As noted above, the Notice of Motion states “Plaintiff . . . move[s] for summary adjudication against Defendant . . . as to the first, and third causes of action asserted by Plaintiff in its First Amended Verified Complaint” and further states “[t]he court must find in favor of Plaintiff on the first cause of action for breach of governing documents . . ..” (Id. at 1:25-27, 2:9- 12.) These statements are consistent with the [Proposed] Order filed in support of the Motion which provides, in relevant part, that “The Court finds in favor of Plaintiff on the first cause of action for breach of governing documents because Defendant admitted to having only 1,305,000 points and is entitled to only 15.79% of the condemnation proceeds.” (Id. at 2:5-7.)

Moreover, the Court can find no discussion, in any of the moving papers, and no provision of the [Proposed] Order, that would put either CVHG or the Court on notice that, by the instant motion, CVC sought summary adjudication only as to one or more duties arising under the alleged contract.

Based on the foregoing, the motion is DENIED as to CVC’s Breach of Contract Claim.

2. Plaintiff is Not Entitled to Summary Adjudication as to the Declarative Relief Cause of Action

Pursuant to the Notice of Motion, CVC asserts that “[t]he Court must find in favor of Plaintiff on the third cause of action for declaratory relief because Defendant admitted to having only 1,305,000 points and is entitled to only 15.79% of the 16 condemnation proceeds.” (Notice of Motion at 2:14-16.)

As suggested by its name, declaratory relief is a declaration by a court regarding the rights and duties of the parties. An action for declaratory relief involves two essential elements: “(1) a proper subject of declaratory relief, and (2) an actual controversy involving justiciable questions relating to the rights or obligations of a party.” (Lee v. Silveira (2016) 6 Cal.App.5th 527, 546; see also Code Civ. Proc., § 1060.) “A proper subject includes a declaration of one’s rights and duties under a contract.”. (Cordoba Corp. v.

City of Industry (2023) 87 Cal.App.5th 145, 147.) “An ‘actual controversy’ under the declaratory relief statute is ‘one which admits of definitive and conclusive relief by judgment within the field of judicial administration, as distinguished from an advisory opinion upon a particular or hypothetical state of facts.’ [Citation.]” (Gilb v. Chiang (2010) 186 Cal.App.4th 444, 459.)

The pleadings contour the scope of issues on a motion for summary judgment. (See Orange County Air Pollution Control Dist. V. Super. Ct. (1972) 27 Cal.App.3d 109, 112.)

Summary judgment cannot be granted on a ground not raised by the pleadings. (Metromedia, Inc. v. City of San Diego (1980) 26 Cal. 3d 848, 885, revd. on other grounds (1981) 453 U.S. 490.)

Finally, “all material facts must be set forth in the separate statement. ... ‘[I]f it is not set forth in the separate statement, it does not exist.’” (United Community Church v. Garcin (1991) 231 Cal.App.3d, 327, 337, quoting Zebrowski, The Summary Adjudication Pyramid (Nov. 1989) 12 L.A. Law. 28, 29; see also Parkview Villas Assn., Inc. v. State Farm Fire & Casualty Co. (2005) 133 Cal.App.4th 1197, 1214 [“although sometimes apparently overlooked [citation], the ‘it’ in [the] ‘golden rule,’ ... [citation], is the undisputed material fact, which must appear in the separate statement or be disregarded, not the underlying evidence supporting the fact”].)

Through the FAC, CVC seeks the following declarations from the Court:

“3. that CVHG’s actions, as set forth in this Complaint, violate the Declaration Section 6.3;

4. that the DISTRICT’s appraisal does not include a valuation of the leasehold interest pursuant to Section 6.4 of the Declaration and possessory interest of Plaintiff pursuant to the LEASE and thus the appraisal and the PSA must be revised to reflect Plaintiff's possessory interest as set forth herein; (and)

5. that Defendants must comply with the allocation formula set forth in the DECLARATION Section 6.3.” (See FAC at 12:4-11.)

As used in the FAC, the phrase “DECLARATION Section 6.3” refers to section 6.3 of the Ownership Plan, which governs the distribution of proceeds from any condemnation action (Section 6.3). (See Index of Exhibits at Exh. 1.)

Because “[a] motion for summary adjudication shall be granted only if it completely disposes of a cause of action . . .” (Code Civ. Proc., § 437c, subd. (f)(1)), CVC is entitled to summary adjudication on its Dec. Relief Claim if, through the moving papers, it carries both its burdens of persuasion and proof as to each of the foregoing declarations, and if CVHG is not, thereafter, able to introduce evidence sufficient to create a triable question of fact.

It is apparent that a dispute exists between the parties regarding the proper interpretation of Section 6.3. However, as CVHG notes through the Opposition, CVC does not, through the FAC, ask the Court for a declaration as to which of the parties’ interpretations is correct. None of the three prayers specific to the Dec. Relief Claim, quoted above, addresses this issue. Rather, through the FAC, CVC goes one step further and asks the Court to declare that “CVHG’s actions . . . violate the [Ownership Plan] Section 6.3 . . ..” (FAC at 12:4-5.) The Court is unable to construe any of the purported undisputed material facts set forth in the Separate Statement as describing one or more actions by CVHG which violate(s) Section 6.3.

Moreover, evidence submitted by CVHG suggests that the parties’ dispute regarding the proper interpretation of Section 6.3 of the Ownership Plan may not yet be ripe, and therefore, not

the proper subject of a declaratory relief cause of action. Even if this evidence is not sufficient to establish that the issue is not yet ripe, it is sufficient to show that a triable question of material fact exists relating to whether Section 6.3(a), or Section 6.3(b) applies to the instant controversy.

“Facts and not conclusions of law must be pleaded which show a controversy of concrete actuality as opposed to one which is merely academic or hypothetical (Citation.); for, as has been aptly said, a statute providing for a declaration of rights ‘does not constitute a court a fountain of legal advice.’ (Citation.)” (Wilson v. Transit Authority of Sacramento (1962) 199 Cal.App.2d 716, 721.) “While section 1060’s language ‘appears to allow for an extremely broad scope of an action for declaratory relief’ [citation], ‘an actual controversy that is currently active is required for such relief to be issued, and both standing, and ripeness are appropriate criteria in that determination. [Citation.]’ [Citation.] ‘One cannot analyze requested declaratory relief without evaluating the nature of the rights and duties that the plaintiff is asserting, which must follow some recognized or cognizable legal theories that are related to subjects and requests for relief that are properly before the court.’” (D.

Cummins Corp. v. United States Fidelity & Guaranty Co. (2016) 246 Cal.App.4th 1484, 1489.)

CVHG submits evidence that the actual number of “lost points” from the condemnation is not yet capable of being determined. (See, e.g., Responsive Separate Statement at 10:8-16, 12:10-13:14 and evidenced cited therein.) It is undisputed that the question of whether Section 6.3(a) or 6.3(b) governs any particular condemnation event varies according to the number of points lost as a result of that event. If the number of points lost as a result of the current taking by Napa County Flood Control and Water Conservation District is not yet knowable, it would be impossible to determine which of subdivisions of (a) or (b) of Section 6.3 applies, and therefore the question of whether CVHG’s actions violate Section 6.3 of the Ownership Plan would not yet be ripe for judicial determination.

Even assuming, arguendo, that the number of points lost is knowable, CVHG’s evidence is sufficient to show a triable question regarding how many points have been lost as a result of the condemnation – a material fact.

As noted above, “A motion for summary adjudication shall be granted only if it completely disposes of a cause of action, an affirmative defense, a claim for damages, or an issue of duty.” (Code Civ. Proc., § 437c, subd. (f)(1).) CVC has not carried its burden of persuading the Court that “it is perfectly plain that there is no substantial issue to be tried” (Walsh v. Walsh, supra, 18 Cal.2d at 442) as to its prayer for a declaration “that CVHG’s actions, as set forth in this Complaint, violate the Declaration Section 6.3.” (FAC at 12:4-5.) Moreover, even if CVC had carried this burden, CVHG has produced evidence sufficient to show, at a minimum, a triable question of material fact.

Based on the foregoing, the Motion is DENIED as to the Dec. Relief Claim.

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