CALVINE ELK GROVE-FLORIN, LLC vs PHILZ COFFEE, INC., et al.

24CV015184: CALVINE ELK GROVE-FLORIN, LLC vs PHILZ COFFEE, INC., et al. 08/10/2026 Hearing on Motion for Summary Judgment in Department 8C

Tentative Ruling

NOTICE:

PLEASE TAKE NOTICE that any oral arguments regarding this tentative ruling will be heard at 1:30 p.m. in Department 8C in the Tani G. Cantil-Sakauye Courthouse at 500 G Street, Sacramento, CA, the Hon. Richard C. Miadich presiding.

Any party who wishes to contest the tentative ruling below must:

(1) request a hearing by calling the Law and Motion Oral Argument Request Line for Department 8C at (916) 874-8380, by 4:00 p.m. the Court day before the noticed hearing date, and leave a voicemail message (a) identifying themselves as the party requesting oral argument; (b) indicating the specific matter/motion for which they are requesting oral argument; and (c) confirming that they have notified the opposing party of their intention to appear; and

(2) advise the opposing party of the location and time of hearing pursuant to Local Rule 1.06.

If a hearing is not requested by 4:00 p.m. on the Court day before the noticed hearing date, the tentative ruling will become the final order of the Court.

If a hearing is requested, the Court prefers in-person attendance by the parties. However, parties may appear by Zoom unless the Court specifically orders in-person attendance. Parties choosing to appear by Zoom are reminded, however, that a Zoom appearance is still a formal appearance before the Court. Parties appearing via Zoom should do so from a quiet location, free from undue distractions, and wear attire suitable for an in-person court appearance.

The parties may join the Zoom session for hearing on the tentative ruling by audio and/or video through the following link:

https://saccourt-ca-gov.zoomgov.com/j/16039062174

SIP Address:

16039062174@sip.zoomgov.com

(833) 568-8864

24CV015184: CALVINE ELK GROVE-FLORIN, LLC vs PHILZ COFFEE, INC., et al. 08/10/2026 Hearing on Motion for Summary Judgment in Department 8C

ID: 16039062174

Parties requesting services of a court reporter will need to arrange for private court reporter services at their own expense, pursuant to Government code §68086 and California Rules of Court, Rule 2.956. Requirements for requesting a court reporter are listed in the Policy for Official Reporter Pro Tempore available on the Sacramento Superior Court website at https://www.saccourt.ca.gov/court-reporters/docs/crtrp-6a.pdf. Parties may contact Court- Approved Official Reporters Pro Tempore by utilizing the list of Court Approved Official Reporters Pro Tempore available at https://www.saccourt.ca.gov/court-reporters/docs/crtrp- 13.Pdf

A Stipulation and Appointment of Official Reporter Pro Tempore (CV/E-206) is required to be signed by each party, the private court reporter, and the Judge prior to the hearing, if not using a reporter from the Court’s Approved Official Reporter Pro Tempore list.

Once the form is signed it must be filed with the clerk. If a litigant has been granted a fee waiver and requests a court reporter, the party must submit a Request for Court Reporter by a Party with a Fee Waiver (CV/E-211) and it must be filed with the clerk at least 10 days prior to the hearing or at the time the proceeding is scheduled if less than 10 days away. Once approved, the clerk will be forward the form to the Court Reporter’s Office and an official reporter will be provided.

TENTATIVE RULING

***NOTICE: EFFECTIVE APRIL 13, 2026, THIS DEPARTMENT HAS MOVED TO THE TANI G. CANTIL-SAKAUYE COURTHOUSE LOCATED AT 500 G STREET SACRAMENTO, CA. ALL MOTIONS NOTICED FOR DEPARTMENT 28 WILL BE HEARD IN DEPARTMENT 8C OF THE NEW COURTHOUSE. ALL PAPERS FOR THIS DEPARTMENT MUST BE FILED AT THIS NEW LOCATION AND WILL NOT BE ACCEPTED AT THE HALL OF JUSTICE. ALL HEARINGS WILL TAKE PLACE AT THIS NEW LOCATION***

*** If oral argument is requested, the parties are directed to notify the clerk and opposing counsel at the time of the request which of the Issues identified in the Notice of Motion/Separate Statement and which of the Undisputed Material Facts offered by the moving defendant and/or the Additional Material Facts offered by plaintiff will be addressed at the hearing and the parties should be prepared to point to specific evidence which is claimed to show the existence or non-existence of a triable issue of material fact. ***

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV015184: CALVINE ELK GROVE-FLORIN, LLC vs PHILZ COFFEE, INC., et al. 08/10/2026 Hearing on Motion for Summary Judgment in Department 8C

Defendant and Cross-Complainant Philz Coffee, Inc.’s (“Defendant”) motion for summary judgment against Plaintiff Calvine Elk Grove-Florin, LLC (“Plaintiff”) is ruled upon as follows.

Evidentiary Issues

The Court need not rule on Defendant’s objections because they pertain to evidence not material to the Court’s disposition of the motion. (Code Civ. Proc. § 437c(q).)

Plaintiff did not submit written objections.

Background

This action arises out of a dispute over a commercial lease agreement (hereafter, the “Lease”). The parties entered into the Lease on June 29, 2022, with Plaintiff as the landlord and Defendant as the tenant. Plaintiff alleges that the lease had a duration of 10 years, but that on April 22, 2024, Defendant sent Plaintiff a Notice of Cancellation of Lease, citing to Section 8.3 of the Lease, which provides that if Plaintiff failed to deliver the subject premises to Defendant by March 31, 2024, one year after the anticipated delivery date of March 31, 2023, then either party could cancel the Lease.

Plaintiff alleges that it disputed that Section 8.3 was applicable due to force majeure events, and that Defendant was aware that the anticipated delivery date had been tolled by these events based on written communications Plaintiff gave to Defendant. Plaintiff thus alleges that Defendant’s invocation of Section 8.3 and cancellation of the Lease constitutes a material breach. Plaintiff filed the Complaint on July 29, 2024, alleging four causes of action: (1) breach of contract; (2) breach of implied covenant of good faith and fair dealing; (2) declaratory relief; and (4) promissory estoppel.

Section 8.3 of the Lease states:

Outside Delivery Date; Failure to Deliver. Landlord’s anticipated Delivery of the Premises shall occur on or before March 31, 2023, subject to Force Majeure Events (as defined in Section 47.13) (“Anticipated Delivery Date”); and, Landlord shall provide Tenant written notice of the actual Delivery Date. Failure of Landlord to deliver possession of the Premises within the time and in the condition provided for in this Lease will not give rise to any claim for damages by Tenant against Landlord or permit Tenant to rescind or terminate this Lease; provided, however, if Delivery of the Premises has not occurred before the expiration of one (1) year after the Anticipated Delivery Date, either party may cancel the Lease at any time thereafter, by giving written notice to the other prior to the Delivery of the Premises.

(Teter Decl., ¶ 2, Exh. A (hereafter, “Lease”), p. 14, § 8.3, bold and underline in original.)

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV015184: CALVINE ELK GROVE-FLORIN, LLC vs PHILZ COFFEE, INC., et al. 08/10/2026 Hearing on Motion for Summary Judgment in Department 8C

Section 47.13 of the Lease, the force majeure provision referenced in Section 8.3, states:

Force Majeure. If Landlord or Tenant is delayed or prevented from performing any of their respective obligations under this Lease because of strikes, lockouts, labor troubles, inability to procure materials, failure of power, acts of nature, war, terrorism, governmental restrictions, governmental delay in approving applications or issuance of permits, pandemics (such as COVID-19 which causes nationwide or regional (in the region where the Premises is located) stay-at-home policy or other similar shut down, or reasons of a like nature not the fault of the party delayed in performing such obligation (each a “Force Majeure Event”), then the period of such delays shall be deemed added to the time herein provided for the performance of any such obligation, and the defaulting party shall not be liable for losses or damages caused by such delays; provided, however, that this Article shall not apply to the payment of any sums of money required to be paid by Tenant hereunder or any obligation of Landlord or Tenant that can be satisfied by the payment of money (for clarification purposes only, a pandemic shall not excuse Tenant from paying Rent due hereunder).

(Lease, pp. 51-52, § 47.13, underline in original.)

Defendant’s separate statement consists of the following eight undisputed material facts (“UMFs”):

1. On June 30, 2022 Calvine & Elk Grove-Florin, LLC (“Plaintiff” or “Landlord”) and Philz Coffee Inc. (“Defendant” or “Tenant”) executed a written lease agreement for the premises located at SWC of Howe Avenue and Fair Oaks Boulevard, Sacramento, CA (the “Lease”).

2. Section 8.3 of the Lease provides that “Landlord’s anticipated Delivery of the premises shall occur on or before March 31, 2023.”

3. Section 8.3 of the Lease further provides that “Failure of Landlord to deliver possession of the Premises within the time and in the condition provided for in this Lease will not give rise to any claim for damages by Tenant against Landlord or permit Tenant to rescind or terminate this Lease; provided, however, if Delivery of the Premises has not occurred before the expiration of one (1) year after the Anticipated Delivery Date, either party may cancel the Lease at any time thereafter, by giving written notice to the other prior to the Delivery of the Premises[.]”

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV015184: CALVINE ELK GROVE-FLORIN, LLC vs PHILZ COFFEE, INC., et al. 08/10/2026 Hearing on Motion for Summary Judgment in Department 8C

4. As of March 31, 2024, Plaintiff did not deliver possession of the premises to Philz.

5. On April 22, 2024, prior to Plaintiff’s delivery of the premises, Philz provided Plaintiff with written notice cancelling the Lease.

6. Section 47.4 of the Lease provides that “This Lease contains all of the terms, conditions, representations and promises between Landlord and Tenant pertaining to the Premises, the Shopping Center and the relationship between Landlord and Tenant with respect to them. Except as expressly provided in this Lease, no other evidence but this Lease shall be effective to interpret, modify or supplement the agreement of the parties as expressed herein.”

7. The Lease provides that it may not be modified or supplemented except by a writing signed by both parties.

8. Plaintiff and Philz did not enter into any written agreement modifying the Lease to eliminate or conditions set forth in Paragraph 8.3 of the Lease.

(Defendant’s SSUMF, UMF Nos. 1-8.)

In its memorandum, Defendant contends that Plaintiff’s breach of contract claim fails because Defendant exercised its express contractual right to terminate the Lease after Plaintiff failed to deliver the premises by March 31, 2024. Defendant also contends that Plaintiff’s remaining claims are dependent upon the breach of contract claim. Finally, Defendant argues that the force majeure clause is not relevant to this dispute because it only applies to the “Anticipated Delivery Date” in the Lease, not Defendant’s right to terminate the Lease if delivery was not made by March 31, 2024.

For the reasons stated below, the Court finds that Defendant has not met its initial burden, and thus Defendant’s motion is DENIED.

Legal Standard

Summary judgment must 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 judgment as a matter of law. (Code Civ. Proc. § 437c(c); Mann v. Cracchiolo (1985) 38 Cal.3d 18, 35.) Summary judgment is properly granted only if the moving party’s evidence establishes that there is no issue of material fact to be tried. (Upson v. Superior Court (1982) 31 Cal.3d 362, 374.) A judge may not grant summary judgment when any material factual issue is disputed. (O’Riordan v. Federal Kemper

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV015184: CALVINE ELK GROVE-FLORIN, LLC vs PHILZ COFFEE, INC., et al. 08/10/2026 Hearing on Motion for Summary Judgment in Department 8C

Life Assur. (2005) 36 Cal.4th 281, 289.)

In evaluating a motion for summary judgment or summary adjudication the Court engages in a three-step process. First, the Court identifies the issues framed by the pleadings. The pleadings define the scope of the issues on a motion for summary judgment or summary adjudication. (FPI Dev. Inc. v. Nakashima (1991) 231 Cal.App.3d 367, 381-382.) The Court cannot consider an unpled issue in ruling on a motion for summary judgment or summary adjudication. (Roth v. Rhodes (1994) 25 Cal.App.4th 530, 541.)

Next, the Court must determine whether the moving party has met its burden. A defendant moving for summary judgment or summary adjudication bears the burden of persuasion that one or more elements of the plaintiff's cause of action cannot be established, or that there is a complete defense to the cause of action. (Aguilar v. Atlantic Richfield Co. (2001) 25 Cal. 4th 826, 850, quoting Code Civ. Proc. § 437c(p)(2).) A defendant is not required to conclusively negate one or more elements of the plaintiff's cause of action. (Saelzer v Advance, Group 400 (2001) 25 Cal.4th 763, 780-781). Rather, to meet its burden, the defendant is only required to show that the plaintiff cannot prove an element of its cause of action, i.e., that the plaintiff does not possess and cannot reasonably obtain evidence necessary to show this element. (Aguilar, supra, 25 Cal. 4th at pp. 853-55.)

At the same time, a defendant cannot shift the burden to the plaintiff simply by suggesting the possibility that the plaintiff cannot prove its case; a moving defendant must still make “an affirmative showing” in support of its motion. (Id. at pp. 854-855, fn. 23.)

Once the moving party has met its burden, the burden shifts to the opposing party to show that a material factual issue exists as to the cause of action alleged or a defense to it. (Code. Civ. Proc. § 437c(p); see generally Bush v. Parents Without Partners (1993) 17 Cal.App.4th 322, 326-27.) In ruling on the motion, the Court must consider the evidence and inferences reasonably drawn from the evidence in the light most favorable to the party opposing the motion. (Aguilar, supra, 25 Cal.4th 826 at p. 843.)

There is a triable issue of material fact only if the evidence would allow a reasonable trier of fact to find the underlying fact in favor of the party opposing the motion. (Id. at 850.) The trial court's function in ruling on the motion is to determine whether such issues of fact exist, not to decide the merits of the issues themselves. (Furla v. Jon Douglas Co. (1998) 65 Cal.App.4th 1069, 1076-77.) Whether or not a disputed fact is “material” is determined by the law applicable to the legal theories put in issue by the complaint. (Anderson v. Heart Federal Sav. & Loan Assn. (1989) 208 Cal.App.3d 202, 210.)

Discussion

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV015184: CALVINE ELK GROVE-FLORIN, LLC vs PHILZ COFFEE, INC., et al. 08/10/2026 Hearing on Motion for Summary Judgment in Department 8C

“To prevail on a breach of contract cause of action, [a plaintiff] must establish (1) a contract; (2) its performance or excuse for nonperformance; (3) breach; and (4) damages.” (Stockton Mortgage, Inc. v. Tope (2014) 233 Cal.app.4th 437, 447.)

A defendant’s burden on summary judgment is defined as follows: “A defendant or crossdefendant has met that party’s burden of showing that a cause of action has no merit if the party has shown that one or more elements of the cause of action, even if not separately pleaded, cannot be established, or that there is a complete defense to the cause of action.” (Code Civ. Proc. § 437c(p)(2).) “If the defendant does not address an issue in a motion for summary judgment that has been raised in the plaintiff’s complaint, it fails to meet its initial burden to show the plaintiff's action has no merit; the motion therefore fails to shift the burden to the plaintiff to oppose summary judgment.” (Hedayati v.

Interinsurance Exchange of the Automobile Club (2021) 67 Cal.App.5th 833, 846.) Since summary judgment is framed by the pleadings, “in alleging ‘material facts’ which the moving party contends are undisputed, it is incumbent upon the moving party to show the materiality of the facts by identifying, in the summary judgment pleadings, how the undisputed facts apply to specific issues raised by the complaint or answer and how they entitle the moving party to judgment as a matter of law.” (Juge v. County of Sacramento (1993) 12 Cal.App.4th 59, 67.) “[T]he initial duty to define the issues presented by the complaint and to challenge them factually is on the defendant who seeks summary judgment.” (Conn v.

National Can Corp. (1981) 124 Cal.App.3d 630, 638.; see also, Anderson v. Fitness Internat., LLC (2016) 4 Cal.App.5th 867, 880-881 [where the plaintiff alleges gross negligence in the complaint, a defendant moving for summary judgment on the basis of a liability release has the burden to refute the allegations of gross negligence].)

Here, in its Complaint, Plaintiff alleges that the force majeure clause tolled its obligation to deliver the subject premises, and thus Defendant did not have the right to cancel the Lease. Plaintiff alleges it had “regularly notified Defendant as to the status of the Subject Property and the uncontrollable delays due to delivery of the main electrical switch gear,” and that “[t]he tolling schedule of the project has been well documented without any objection from the Defendant.” (Complaint, ¶ 13.) Plaintiff further alleges, “The parties ongoing performance of the Agreement and the express terms of the Force Majeure clause of the Agreement make it clear that the Defendant’s Notice of Cancellation constitutes a material breach of the terms of the Agreement.” (Complaint, ¶ 17.) Under the breach of contract cause of action, Plaintiff alleges:

24. The delay in the Delivery Date and all rights associated therewith, including Defendant’s right to terminate the lease under Section 8.3, were tolled due to the Force Majeure events of main electrical switch shortages which is a crisis nationwide in the commercial building industry.

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV015184: CALVINE ELK GROVE-FLORIN, LLC vs PHILZ COFFEE, INC., et al. 08/10/2026 Hearing on Motion for Summary Judgment in Department 8C

25. The main electrical switch was one of the many specific requirements made by Defendant before the Subject Property could be delivered. The Force Majeure event of those switches becoming unavailable to Landlord, tolled Landlord’s ability to deliver the Subject Property to the Defendant.

26. By sending a Notice of Cancellation in spite of the Force Majeure events, Defendant has materially breached the Agreement.

(Complaint, ¶¶ 24-26.)

Thus, Plaintiff’s entire theory of breach, as alleged in the Complaint, is that Defendant’s right to terminate the Lease had not ripened because of the occurrence of force majeure events, which tolled the delivery of the premises. Meanwhile, Defendant’s motion contends, “Because the Lease unambiguously authorized Philz’s termination under the undisputed facts, Plaintiff cannot establish the breach element of the claim, and summary judgment must be granted as a matter of law.” (Motion MPA, p. 5:7-10, emphasis added.)

Since Defendant is attempting to show that Plaintiff’s breach of contract cause of action has no merit by showing that Plaintiff cannot establish the breach element, it is incumbent upon Defendant to address the theories of breach alleged in the Complaint. Defendant’s motion fails to make this showing, because it fails to make any factual argument as to the occurrence of force majeure events. (See UMF Nos. 1-8.)

Instead, Defendant, in its memorandum, presents an interpretive argument of the Lease to argue that the force majeure provision does not apply to this case. Defendant contends, “The Lease is clear that the force majeure provision can and will only come in to play if the Plaintiff fails to deliver the premises by the Anticipated Delivery Date.” (Motion MPA, p. 6:22-23.) In other words, Defendant argues that “only the ‘Anticipate[d] Delivery Date’ is ‘subject to Force Majeure Events.’” (Motion MPA, p. 7:3-4.) Thus, Defendant argues, the force majeure clause does not apply to the right of either party to terminate the Lease if delivery is not made by March 31, 2024.

Defendant’s interpretation of the Lease is not sound. The rules of contract interpretation are as follows:

Under statutory rules of contract interpretation, the mutual intention of the parties at the time the contract is formed governs interpretation. (Civ. Code, § 1636.) Such intent is to be inferred, if possible, solely from the written provisions of the contract. (Id., § 1639.) The “clear and explicit” meaning of these provisions, interpreted in their “ordinary and popular sense,” unless “used by the parties in a technical sense or a special meaning is given to them by usage” (id., § 1644), controls judicial interpretation. (Id., § 1638.) Thus, if the meaning a layperson would ascribe to contract language is not ambiguous, we

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV015184: CALVINE ELK GROVE-FLORIN, LLC vs PHILZ COFFEE, INC., et al. 08/10/2026 Hearing on Motion for Summary Judgment in Department 8C

apply that meaning.

(AIU Ins. Co. v. Superior Court (1990) 51 Cal.3d 807, 822-823.)

Here, Defendant is correct that the phrase “subject to Force Majeure Events” in Section 8.3 appears only after the phrase, “Landlord’s anticipated Delivery of the premises shall occur on or before March 31, 2023,” and does not reappear in the clauses pertaining to the one-year delivery deadline and the parties’ rights to terminate the Lease. (Lease, § 8.3, bold and underline in original.) However, immediately after stating that Landlord shall deliver the premises on or before March 31, 2023, subject to force majeure events as defined in the force majeure clause in the Lease, the Lease states, “(‘Anticipated Delivery Date’).” (Lease, § 8.3.)

This indicates that the phrase, “Anticipated Delivery Date,” is defined to mean “March 31, 2023, subject to Force Majeure Events.” (Lease, § 8.3, bold and underline in original.) Defendant’s argument is consistent with this interpretation at this point. Where it goes astray is later in Section 8.3, where the Lease states, “[P]rovided, however, if Delivery of the Premises has not occurred before the expiration of one (1) year after the Anticipated Delivery Date, either party may cancel the Lease at any time thereafter, by giving written notice to the other prior to the Delivery of the Premises.” (Lease, § 8.3, emphasis added.)

The use of the term “Anticipated Delivery Date” in this clause, right after a parenthetical defining that term as being subject to “Force Majeure Events,” means that the one-year delivery deadline, and the corresponding right to terminate the Lease, is subject to “Force Majeure Events” as well. It is well settled that when the parties to a contract define terms therein, courts must interpret the contract consistent with how the parties defined such terms. (Morrison v. Wilson (1866) 30 Cal. 344, 347-348 [explaining that “if the agreed definitions are free from ambiguity, then the only rule necessary to be invoked is the one requiring contracts to be enforced according to the intention of the parties who made them.”].)

Here, the contract provides that the one-year delivery deadline is measured from the “Anticipated Delivery Date,” a term the parties defined as being expressly “subject to Force Majeure Events.” The Lease does not state that if delivery has not occurred by March 31, 2024, then either party may terminate the Lease. Defendant’s grammatical argument does not address this issue and ignores the intent of the parties that is evidenced by their use of the term “Anticipated Delivery Date” after the term is defined.

In sum, the “Anticipated Delivery Date” is subject to the force majeure clause, and Defendant’s right to terminate the Lease under Section 8.3 ripens only if delivery has not occurred within one year after the Anticipated Delivery Date. Thus, Defendant’s failure to address the occurrence of force majeure events means that Defendant has not established that it had the right to terminate the Lease under Section 8.3. Therefore, Defendant has not met its initial burden to show Plaintiff’s breach of contract cause of action is without merit.

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV015184: CALVINE ELK GROVE-FLORIN, LLC vs PHILZ COFFEE, INC., et al. 08/10/2026 Hearing on Motion for Summary Judgment in Department 8C

Disposition

Defendant’s motion for summary judgment is DENIED.

Plaintiff is directed to prepare a formal order complying with Code of Civil Procedure section 437c(g) and California Rules of Court rule 3.1312.