Motion for Summary Judgment; Motion for Summary Adjudication
(Stanley Mosk Courthouse: Dept. 510) August 17, 2026 DEPARTMENT 510 LAW AND MOTION RULINGS Please notify Department 510 via email at [email protected] and indicate that the parties are submitting on the tentative ruling. Please provide the attorney's name and represented party. Please notify the opposing side via email if submitting on the Court's tentative ruling.
Road WRX, Inc., et al. Plaintiff Swenson He, LLC's Motion for Summary Judgment, or in the Alternative, Summary Adjudication Plaintiff Swenson He, LLC moves for summary judgment against Defendant Lothian Road WRX, Inc. on its first-amended complaint. In the alternative, Plaintiff requests summary adjudication against Lothian Road WRX of its causes of action for (1) breach of contract; (2) breach of implied covenant of good faith and fair dealing; (3) intentional misrepresentation; (4) negligent misrepresentation; and (5) false promise.
Procedural Issues As an initial matter, the Court notes that Plaintiff did not move for summary adjudication on its sixth and final cause of action for declaratory relief. Because no argument or evidence addresses the merits of this specific claim, Plaintiff cannot move for or obtain summary judgment of all claims it brings against Defendant Lothian Road WRX, Inc. The Court will therefore only consider whether Plaintiff is entitled to summary adjudication of Plaintiff's first through fifth causes of action.
The Court also notes that after the deadline to oppose the instant motion, Defendant belatedly moved ex parte to continue the hearing on this motion and, because it had already missed the opposition deadline, set a new deadline. On August 3, 2026, the Court denied this request for relief, finding that no good cause existed. Plaintiff filed the motion on February 5, 2026, so Defendant had more than five months to oppose the motion. The Court did not indicate to Defendant at the ex parte hearing that any late opposition brief would be considered.
Nevertheless, Defendant filed an untimely opposition brief, declaration, and related papers on August 7, 2026, ten days after opposition was due and only six court days before the hearing. As the Court did not permit these late filings and no good cause exists for the Court to consider them, the Court exercises its discretion to strike Defendant's late papers and disregard their contents in their entirety when ruling on this motion. (See Cal. Rules of Court, rule 3.1300(d).)
Legal Standard
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A plaintiff moving for summary adjudication must prove each element of each cause of action; once the plaintiff does so, the burden shifts to the defendant to show a triable issue of at least one material fact. (Code Civ. Proc., Sec. 437c, subds. (f)(1) & (p)(1); Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 849.) A plaintiff who moves for summary judgment is not required "to disprove any defense asserted by the defendant as well as prove each element of his own cause of action." (Id., at p. 853.) "The affidavits of the moving party are strictly construed and those of the opponent are liberally construed; doubts as to the propriety of summary judgment should be resolved against granting the motion." (Shively v. Dye Creek Cattle Co. (1994) 29 Cal.App.4th 1620, 1627.)
First Cause of Action: Breach of Contract Plaintiff is entitled to summary adjudication of its first cause of action for breach of contract. For breach of contract, Plaintiff must show "(1) the existence of the contract, (2) plaintiff's performance or excuse for nonperformance, (3) defendant's breach, and (4) the resulting damages to the plaintiff." (Oasis West Realty, LLC v. Goldman (2011) 51 Cal.4th 811, 821.) On April 19, 2024, Plaintiff and Defendant entered into a "Mutual Settlement Agreement and General Release of All Claims." (Brezovec Decl., P. 3, Ex.
C.) Under it, Defendant agreed to pay $350,000 no later than May 4, 2024 in exchange for a mutual release of all claims. (Id., Sec.Sec. 1-2.) Defendant Grover Henry Colin Nix, IV signed the agreement on behalf of himself and Defendant Lothian Road WRX, Inc. (Id., at p. 9.) Despite requesting multiple extensions to pay the settlement sum, Defendant never paid and, therefore, breached the agreement. (See He Decl. P.P. 14-17; see also Brezovec Decl., Exs. E-F.) Defendant's breach caused Plaintiff $350,000 in damages. (See He Decl., P. 17.)
Thus, Plaintiff proves each required element of its claim and is entitled to summary adjudication.
Second Cause of Action: Breach of Implied Covenant of Good Faith & Fair Dealing Plaintiff is not entitled to summary adjudication of this cause of action. "A breach of the implied covenant of good faith and fair dealing involves something beyond breach of the contractual duty itself and it has been held that bad faith implies unfair dealing rather than mistaken judgment." (Careau & Co. v. Security Pacific Business Credit, Inc. (1990) 222 Cal.App.3d 1371, 1394.) "If the allegations do not go beyond the statement of a mere contract breach and, relying on the same alleged acts, simply seek the same damages or other relief already claimed in a companion contract cause of action, they may be disregarded as superfluous as no additional claim is actually stated." (Id. at pp. 1394-95.)
Here, Plaintiff relies on the same evidence that it submitted to support its breach of contract claim to prove breach of implied covenant of good faith and fair dealing. Plaintiff's argument in its memorandum of points and authorities does little to distinguish between the two claims, and simply reiterates the elements needed for a breach of contract claim. Plaintiff presents no additional evidence establishing that Defendant acted unreasonably or engaged in other bad faith conduct. Therefore, the claim presented by Plaintiff is superfluous and duplicative of the breach of contract claim.
Plaintiff does not meet its burden.
Third - Fifth Causes of Action: Intentional Misrepresentation, Negligent Misrepresentation, and False Promise Intentional misrepresentation requires "(1) a misrepresentation, (2) with knowledge of its falsity, (3) with the intent to induce another's reliance on the misrepresentation, (4) actual and justifiable reliance, and (5) resulting damage." (Daniels v. Select Portfolio Servicing, Inc. (2016) 246 Cal.App.4th 1150, 1166.) Similarly, promissory fraud, or "false promise," requires "(1) the defendant made a representation of intent to perform some future action, i.e., the defendant made a promise, and (2) the defendant did not really have that intent at the time that the promise was made, i.e., the promise was false." (Beckwith v.
Dahl (2012) 205 Cal.App.4th 1039, 1060.) Negligent misrepresentation requires the same elements as intentional misrepresentation except, instead of "knowledge of falsity," the plaintiff must allege a misrepresentation "without reasonable ground for believing it to be true." (Apollo Capital Fund, LLC v. Roth Capital Partners, LLC (2007) 158 Cal.App.4th 226, 243.)
Plaintiff fails to provide sufficient evidence to establish Defendant knew its misrepresentation was false or that it had no reasonable ground for believing it to be true. To show this element, Plaintiff points exclusively to its co-founder's declaration, Plaintiff's counsel's declaration, the settlement agreement itself, and three communications between the parties regarding forthcoming payment, a request for extension, and a second offer to settle the dispute for $100,000 (i.e., Brezovec Decl., Exs.
D-F.) These exhibits, together with the declarations, do not show Defendant knew its alleged misrepresentation to pay the $350,000 settlement sum was false, nor that it had no reasonable ground for believing it to be true. Plaintiff provides no deposition testimony from Defendant's officers that would potentially reveal evidence of Defendant's state of mind. Plaintiff does not meet its burden.
On a separate note, for intentional and negligent misrepresentation claims, Plaintiff argues that Defendant's "misrepresentation" was its act of signing the settlement agreement. "This action by Defendant was a knowingly false misrepresentation that it would pay the money owed under the Settlement Agreement." (Motion, at p. 13.) A party's misrepresentation of a future event, such as a promise to pay in the future, is not actionable. "[A]ctionable misrepresentations must pertain to past or existing material facts. ... Statements or predictions regarding future events are deemed to be mere opinions which are not actionable." (Cansino v. Bank of America (2014) 224 Cal.App.4th 1462, 1469.) Plaintiff provides no argument as to how Defendant signing the agreement represents an actionable misrepresentation under California law.
Disposition
Plaintiff Swenson He, LLC's motion for summary adjudication is granted in part as to the first cause of action for breach of contract only. | Home -->)" -->