RS LENDING, INC. et al. v. Lamb Partners LLC et al.

SUPERIOR COURT, STATE OF CALIFORNIA COUNTY OF SANTA CLARA Department 12 Honorable Nahal Iravani-Sani, Presiding Courtroom Clerk, Ryan Nguyen 191 North First Street, San Jose, CA 95113 Telephone: (408) 882-2230

DATE: 08/14/2026 TIME: 9:00 A.M. and 9:01 A.M.

LINE # CASE # CASE TITLE RULING LINE 1 21CV392455 Advoque Safeguard, LLC MOTION for SUMMARY JUDGMENT/ADJUDICATION et al. v. 305 Consulting LLC et al Please Ctrl Click (or scroll down to) Line 1 LINE 2 || || MOTION FOR JUDGMENT ON THE PLEADINGS Please Ctrl Click (or scroll down to) Line 2 LINE 3 || || Please Ctrl Click (or scroll down to) Line 3 LINE 4 22CV408831 Thomas White MOTION FOR ATTORNEY FEES v. Gabriel, Wall, Thompson, Harriss Please Ctrl Click (or scroll down to) Line 4 LINE 5 24CV439815 Main St.

Enterprise, MOTION FOR ATTORNEY FEES Inc. v. FCA US LLC Please Ctrl Click (or scroll down to) Line 5 LINE 6 24CV441663 RS LENDING, INC. MOTION FOR SUMMARY JUDGMENT/ADJUDICATION et al. v. Lamb Partners LLC et Please Ctrl Click (or scroll down to) Line 6 al. LINE 7 24CV443748 Helgah Yeff DEMURRER & MOTION TO STRIKE v. Alexander Grinberg, M.D et al. Please Ctrl Click (or scroll down to) Line 7 – 8 LINE 8 || || || LINE 9 Chamberlain MOTION FOR APPOINTMENT OF DISCOVERY REFEREE v. Chamberlain Moot and off calendar LINE 10 21CV392455 Advoque Safeguard, LLC Please Ctrl Click (or scroll down to) Line 10 et al. v. 305 Consulting LLC et al 9:01

Calendar Line 6 Case Name: RS Lending, Inc. et al. v. Lamb Partners LLC et al. Case No.: 24CV441663

I. BACKGROUND

On June 21, 2024, Plaintiffs RS Lending, Inc. (“RSL”) and IIRR Management Services, LLC (“IMS”) (collectively, “Plaintiffs”) initiated this action against Defendants Lamb Partners LLC (“LP”), LPG 405 Alberto Way Residential LLC (“AWR”), Randolph F. Lamb (“Randolph”), and Lisa Carey-Lamb (“Lisa”) (collectively, “Defendants”).

On July 16, 2024, Plaintiffs filed the operative First Amended Complaint (“FAC”). According to the FAC, RealtyShares, Inc. was an investment platform for real estate crowdfunding services that created subsidiary entities, including RSL, to participate in real estate transactions. RealtyShares, Inc. was liquidated following a final bankruptcy order in July 2023, but its subsidiary entities remained active in ongoing real estate projects.

In the subject transaction, AWR was the operating LLC, RSL was the Preferred Member, and LP was the Managing Member. Randolph and Lisa were guarantors of LP’s performance of its obligations under the Operating Agreement (“OA”).

In March 2023, RSL and LP entered into a First Amended and Restated Operating Agreement (“AOA”), under which AWR was to develop and maintain real property in Los Gatos, California. RSL contributed $2,350,824 in capital. The AOA provided for a Preferred Return of 18 percent per annum, subject to specified deadlines and a one-time 90-day extension upon payment of a $10,000 extension fee. RSL was also entitled to return of its initial capital contribution. RSL alleges it received no payments.

In September 2023, the parties executed an Agreement for Extension of Time to Pay Preferred Return (“Extension”), pursuant to which LP received an additional 90 days to make payment. LP paid part of the extension fee but otherwise failed to make the required payments.

Plaintiffs thereafter filed an earlier action. Following a demand for mediation, Plaintiffs dismissed that action and the parties entered into a Settlement Agreement. Under the Settlement Agreement, LP and/or AWR agreed to make four specified payments to RSL. LP made the first payment but no further payments.

Plaintiffs subsequently filed this action, asserting two causes of action: (1) breach of the Settlement Agreement against LP and AWR; and (2) breach of the AOA and Extension against Randolph and Lisa.

On June 3, 2026, Plaintiffs moved for summary judgment, or in the alternative, summary adjudication. LP, Randolph, and Lisa oppose the motion. Plaintiffs filed a reply.

II. LEGAL STANDARD

A 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.” (Code Civ. Proc., § 437c, subd. (c).)

The moving party bears the initial burden of production to make a prima facie showing of the nonexistence of any triable issue of material fact. (Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 850.) If the moving party meets that burden, the burden shifts to the opposing party to make a prima facie showing of a triable issue of material fact. (Ibid.) In determining whether a triable issue exists, the Court considers all the evidence and all reasonable inferences drawn from it, strictly construing the moving party’s evidence and liberally construing the opposing party’s evidence. (Id. at pp. 843, 850.)

“To prevail on a cause of action for breach of contract, the plaintiff must prove (1) the contract, (2) the plaintiff’s performance of the contract or excuse for nonperformance, (3) the defendant’s breach, and (4) the resulting damage to the plaintiff.” (Richman v. Hartley (2014) 224 Cal.App.4th 1182, 1186.)

FIRST CAUSE OF ACTION: BREACH OF SETTLEMENT AGREEMENT

Plaintiffs move for summary judgment on their first cause of action against LP and AWR.

Plaintiffs submit evidence that, following mediation, Plaintiffs, LP, and AWR entered into the Settlement Agreement on March 19, 2024. Under the Settlement Agreement, LP and/or AWR agreed to make four payments to RSL: $250,000 by March 31, 2024; $250,000 by April 30, 2024; $250,000 by May 31, 2024; and $2,164,248.66 by June 30, 2024. LP made the first payment of $250,000 on April 15, 2024, but made no further payments. Plaintiffs also submit evidence that the Subject Property was foreclosed upon and sold, but RSL received no proceeds from the sale. (UMFs 32-34, 38.)

A settlement agreement is subject to the general principles governing contracts. (Kaufman v. Goldman (2011) 195 Cal.App.4th 734, 745.) Thus, Plaintiffs must establish the existence of the Settlement Agreement, their performance or excuse for nonperformance, Defendants’ breach, and resulting damages. (Richman, supra, 224 Cal.App.4th at p. 1186.)

The present record establishes the existence of the Settlement Agreement and evidence of LP’s failure to make the required payments. The record, however, does not adequately establish Plaintiffs’ performance or excuse for nonperformance, or the consideration supporting the Settlement Agreement.

An enforceable contract requires consideration supporting the promises exchanged. (Passante v. McWilliam (1997) 53 Cal.App.4th 1240, 1247.) The consideration must be bargained for and given in exchange for the promise. (Simmons v. California Institute of Technology (1949) 34 Cal.2d 264, 272.) Plaintiffs do not identify in their separate statement evidence establishing what consideration was exchanged for the Settlement Agreement. Nor do Plaintiffs identify

evidence establishing their performance under the Settlement Agreement or an excuse for any nonperformance.

The record does state that Plaintiffs had previously filed an action, that the action was dismissed after the parties agreed to mediate, and that the parties thereafter entered into the Settlement Agreement. But the present motion does not adequately establish, through admissible evidence and the separate statement, whether the dismissal of the prior action, a release of claims, mutual promises, or some other act constituted the bargained-for consideration for the Settlement Agreement. The Court cannot infer an essential element of Plaintiffs’ contract claim merely from the existence of a settlement following mediation.

The Settlement Agreement further provides that, upon breach, IRM “may apply for entry of judgment for the balance due as set forth in paragraph 1.” (FAC, Ex. E, § 3.) The existence of that provision does not, by itself, establish that Plaintiffs have proved the elements of their separate breach-of-contract claim. Nor does the present record establish whether the stipulatedjudgment procedure was intended to be the exclusive remedy for breach.

Because Plaintiffs have not met their initial burden of establishing all elements of their first cause of action, the Court need not determine whether Defendants have established a triable issue of material fact.

Accordingly, Plaintiffs’ motion for summary judgment is DENIED. Plaintiffs’ alternative motion for summary adjudication of the first cause of action is likewise DENIED.

SECOND CAUSE OF ACTION: BREACH OF AOA AND EXTENSION

Plaintiffs’ Initial Burden

Plaintiffs move for summary adjudication of their second cause of action against Randolph and Lisa.

Plaintiffs submit evidence that RSL and LP entered into the AOA on March 3, 2023; LP was the manager of AWR; RSL contributed $2,350,824 in capital; the AOA provided for a Preferred Return; and RSL did not receive the amounts due. The AOA was subsequently extended for an additional 90 days pursuant to the Extension. (UMFs 1, 5-6, 11, 13-17.)

Plaintiffs further submit evidence that Randolph and Lisa executed the AOA as guarantors of LP’s obligations. The guaranty provision states that Randolph and Lisa are jointly and severally liable to RSL for the Company’s failure to pay amounts due under the AOA. The Extension was signed by Randolph as managing member of AWR and by Randolph and Lisa as guarantors. RSL did not receive the required payments. (UMFs 20-28.)

Plaintiffs have therefore met their initial burden of establishing the existence of the agreements, their performance by providing the capital contribution, Randolph and Lisa’s guaranty obligations, Defendants’ failure to make the required payments, and resulting damages.

The burden shifts to Defendants.

Defendants’ Opposition

Defendants first dispute that the AOA had a 90-day term. They contend that if a purchase could not take place within 90 days, LP had the option to extend the purchase window by an additional 90 days in exchange for $10,000. The language of section 2.7, however, provides that purchase of RSL’s units was to occur “no later than 90 days from the Effective Date, unless otherwise extended” by a one-time extension. (FAC, Ex. B, § 2.7.) The Extension was subsequently executed. Thus, this argument does not establish a triable issue concerning Defendants’ obligation to make the required payment.

Defendants next contend that the Extension was superseded and rendered null and void by paragraph 6 of the Settlement Agreement. The Settlement Agreement provides that it supersedes prior agreements between the “Parties” and contains the entire agreement between them. (FAC, Ex. E, § 6.) The Settlement Agreement, however, identifies the “Parties” as IRM, RSL, LP, and AWR. Randolph and Lisa are not parties to the Settlement Agreement. Accordingly, paragraph 6 does not establish that Randolph and Lisa’s separate guaranty obligations under the AOA and Extension were extinguished.

Finally, Defendants contend that Randolph and Lisa are not guarantors because the signature block of the AOA states that they executed the agreement “Solely for purposes of Section 2.2(3),” while the AOA contains no section 2.2(3).

This argument is unpersuasive. Section 2.1(3) expressly identifies Randolph and Lisa as the “Guarantors” and provides that they are jointly and severally liable to RSL for the Company’s failure to pay amounts due under the AOA. The provision further refers expressly to “the guaranties contained in this section 2.1(3).” (FAC, Ex. B, § 2.1(3).) Immediately thereafter, the signature block identifies Randolph and Lisa as “GUARANTORS,” but contains the erroneous reference to section 2.2(3). There is no section 2.2(3) in the AOA.

The agreement must be construed as a whole and, where possible, in a manner that gives effect to the parties’ intent. (The H.N. & Frances C. Berger Foundation v. Perez (2013) 218 Cal.App.4th 37, 44.) Here, the only reasonable reading of the agreement is that the reference to section 2.2(3) in the signature block was a typographical error referring to section 2.1(3). Section 2.1(3) contains the substantive guaranty; it expressly identifies Randolph and Lisa as guarantors; and the signature block immediately following that provision identifies them as “GUARANTORS.” The erroneous cross-reference does not negate the substantive guaranty provision.

Defendants identify no other basis for disputing the enforceability of the guaranty or Plaintiffs’ evidence that the guaranteed amounts remain unpaid. Accordingly, Defendants have failed to establish a triable issue of material fact.

DISPOSITION

Plaintiffs’ motion for summary adjudication of the second cause of action is GRANTED.

Plaintiffs’ motion for summary judgment is DENIED because Plaintiffs have not established their first cause of action for breach of the Settlement Agreement as a matter of law.

The Court will prepare the final Order.

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