Janco Industries, Inc VS Williams

“The papers are to be construed strictly against the moving party and liberally in favor of the opposing party; any doubts regarding the propriety of summary judgment are to be resolved in favor of the opposing party.” (Kulesa v. Castleberry (1996) 47 Cal.App.4th 103, 112.)

The pleadings play a key role in a summary judgment motion and serve the purpose of delimiting the scope of summary judgment and framing the outer measure of materiality in a summary judgment proceeding. (White v. Smule (2022) 75 Cal.App.5th 346, 354.)

BACKGROUND At issue in this Motion are three causes of action in Plaintiff Ellen Williams (“Plaintiff”)’s Third Amended Complaint (“TAC”) against Defendant, for Breach of Contract (Thirty-Fourth); Breach of Warranty (Twenty-Ninth), and Negligence (Twenty-Eighth). In this consolidated construction defect case, Plaintiff sues numerous other defendants, some of whom have also filed dispositive motions, who participated in the design and/or building of Plaintiff’s residence. RG21108716: Janco Industries, Inc VS Williams 08/14/2026 Hearing on Motion for Summary Judgment filed by NIELSEN BUILDERS, INC (Defendant) + CRS# 984612362353 in Department 25

DISCUSSION Causes of Action Twenty-Nine (Breach of Express Warranty) and Thirty-Four (Breach of Contract)

At the crux of Defendant’s argument for the contractual causes of action is that a person who is not a party to a contract cannot be held liable for breach of contract. (See, e.g., Clemens v. American Warranty Corp. (1987) 193 Cal.App.3d 444, 452; Gruenberg v. Aetna Ins. Co. (1973) 9 Cal.3d 566, 576.) Defendant asserts that he was not a party to the contract at issue in this case, and performed no services on the project in his individual capacity outside the scope of his agency. (UMFs 2, 3, 4, 5, 6.) Further, he states that he signed no personal guarantee. (UMFs 2, 3, 4.)

Plaintiff argues that corporate officers can be held liable for breach of contract if they purport to bind themselves individually. (United States Liab. Ins. Co. v. Haidinger-Hayes, Inc. (1970) 1 Cal.3d 586, 595.) Although the subject Contract (“Contract”) identifies co-Defendant Nielsen Builders, Inc. (“NBI”) as the “Contractor,” Plaintiff contends that other portions suggest that Defendant himself is also a party. (AMFs 3-4; 7/2/26 Williams Decl. Ex. B.) Alternatively, Plaintiff argues that it is at least ambiguous, requiring the Court to consider parol evidence regarding the parties’ intent. In addition, Plaintiff asserts under oath that Defendant orally bound himself to the Contract by making a personal guarantee to "identify and document every problem with the house” . (AMF 8.)

Defendant objects to the admissibility of this statement. (See Nielsen Objection No. 2.) The objection is OVERRULED. The statement does not constitute an improper legal conclusion. The legal term "guarantee" may implicate a legal conclusion when used technically, but when used colloquially to describe a personally-observed promise to perform, is a factual statement recounting what was heard. Thus, there is no need for expert opinion on this issue. To the extent that it is a lay opinion, it is not beyond Plaintiff’s personal observation, but “rationally based” on her firsthand perception and is therefore admissible. (Evid.

Code, §§ 800, 801.) Nor is this statement hearsay; once uttered, it became an operative fact, and thus is not offered for its truth. The declaration states adequate facts to demonstrate that Williams heard or personally observed Defendant’s statement, and under what circumstances.

Defendant also objects that Plaintiff’s assertion is meritless; however, the trial court may not decide dispositive motions based upon credibility. (AARTS Productions, Inc. v. Crocker National Bank (1986) 179 Cal.App.3d 1061, 1064.) “[T]he role of the court in summary judgment proceedings is not to weigh the evidence, but to determine whether there exists a triable issue of material fact.” (Habitat Trust for Wildlife, Inc. v. City of Rancho Cucamonga (2009) 175 Cal.App.4th 1306, 1342.)

As Plaintiff has demonstrated a triable issue as to whether Defendant personally guaranteed NBI’s performance on the Contract, the Motion is DENIED as to the breach of contract claim

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

RG21108716: Janco Industries, Inc VS Williams 08/14/2026 Hearing on Motion for Summary Judgment filed by NIELSEN BUILDERS, INC (Defendant) + CRS# 984612362353 in Department 25 and, in light of Defendant’s concession that the same legal principles apply, as to the breach of express warranty claim, as well. (Dagher v. Ford Motor Co. (2015) 238 Cal.App.4th 905, 928.)

In light of the foregoing, the Court need not determine whether there is a triable issue of material fact as to the parties’ mutual intent to make Defendant, in addition to NBI, a “Contractor” under the Contract.

Cause of Action Twenty-Eight: Negligence

To prove negligence at trial, Plaintiff must prove Defendant’s (1) legal duty to use due care, (2) a breach of such legal duty, (3) the breach as the proximate or legal cause of the resulting injury, and (4) damages. (See, e.g., Ladd v. County of San Mateo (1996) 12 Cal.4th 913, 917.)

Defendant argues that Plaintiff cannot show any triable issues as to duty or breach, because corporate directors can only be held vicariously liable for the corporation’s alleged torts in which they do personally participate; to be held liable, the tort must stem from their own individual conduct, not conduct arising out of the scope of their duties for the corporation. (Frances T. v. Village Green Owners Assn. (1986) 42 Cal.3d 490, 503; see also United States Liab. Ins. Co., supra, 1 Cal.3d at p. 595.)

However, Plaintiff presents evidence that Defendant not only supervised NBI’s work on Plaintiff’s home, but he personally performed some of that work. (AMFs 2, 7.) He therefore owed a duty to perform those tasks with due care, regardless of his role at NBI, or whether NBI also owed such a duty, and can be held liable for any breach of that duty, regardless of the fact that NBI may also be liable. (Michaelis v. Benavides (1998) 61 Cal.App.4th 681, 686-688; see also Frances T. v. Village Green Owners Assn. (1986) 42 Cal.3d 490, 503-505 [“[L]ike any other employee, directors individually owe a duty of care, independent of the corporate entity's own duty, to refrain from acting in a manner that creates an unreasonable risk of personal injury to third parties.”].) Based upon the foregoing, Defendant’s Motion is DENIED in its entirety.

OBJECTIONS

Defendant’s objections fall in the vein of “blunderbuss objections to virtually every item of evidence submitted” and are all overruled. (Reid v. Google, Inc. (2010) 50 Cal.4th 512, 532.) Defendant asserts the same list of objections to each statement offered by each witness and to every exhibit attached to the supporting declarations of Plaintiff and G. Thomas Rivera. Each objection to a declarant’s statement concerns a passage encompassing multiple statements, without specifying which statements are objectionable and on what grounds. Some of these, such as objecting to the admission of a contract as “irrelevant” or “improper legal conclusion” are plainly inapplicable. The remainder lack merit.

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

RG21108716: Janco Industries, Inc VS Williams 08/14/2026 Hearing on Motion for Summary Judgment filed by NIELSEN BUILDERS, INC (Defendant) + CRS# 984612362353 in Department 25

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