Stamen v. OC Home Buyers, LLC

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opposition to the motion. While objections to specific evidence may be referenced by the objection number in the right column of a separate statement in opposition or reply to a motion, the objections must not be restated or reargued in the separate statement. Rule 3.1354.

The court did not consider the late filed reply papers. “A reply to the opposition shall be served and filed by the moving party not less than 11 days preceding the noticed or continued date of hearing, unless the court for good cause orders otherwise.” Code Civ. Proc., § 437c(b)(4). The reply papers were filed on August 12, 2026, 5 days before the date of the hearing. Moving party has provided no justification for this, and therefore the court cannot find good cause.

Defendant City to give notice of this ruling.

63. Stamen v. Plaintiffs Jed Hunter Stamen and Michael H. Leifer’s motion for OC Home summary judgment is DENIED. Buyers, LLC Plaintiffs have failed to meet their initial burden to prove each 2025- element of their sole cause of action for breach of contract. 01529001 (Code Civ. Proc., § 437c, subd. (p)(1) [burden]; see Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 850-851 [burden]; Oasis West Realty, LLC v. Goldman (2011) 51 Cal.4th 811, 821 [elements for breach of contract]; Darbun Enterprises, Inc. v. San Fernando Community Hospital (2015) 239 Cal.App.4th 399, 409, fn. 5 (Darbun Enterprises) [elements for specific performance].)

The complaint alleges a single cause of action for breach of a written real estate purchase and sale agreement (PSA) entered into between plaintiffs as the “buyer” and defendant OC Home Buyers, LLC as the “seller” for the property located at 104 Avenida San Pablo, San Clemente, CA 92672 (Compl. ¶¶ 9-15, Ex. A), seeking both specific performance and damages. (Id. ¶¶ 14-15 & prayer at ¶¶ 1-2.)

As an initial matter, specific performance and damages are alternative remedies for breach of contract. (See Mycogen Corp. v. Monsanto Co. (2002) 28 Cal.4th 888, 905 [“a party may not obtain both specific performance and damages for the same breach of contract”]; Darbun Enterprises, supra, 239 Cal.App.4th at p. 409 [“A plaintiff may seek specific performance, an equitable remedy, as an alternative to damages, but a plaintiff may not receive both for breach of contract to the extent such an award would constitute a

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double recovery”]; Rogers v. Davis (1994) 28 Cal.App.4th 1215, 1220-1221 [same].)

Plaintiffs have failed to identify which of the two alternative judgments they seek by this motion and have further failed to meet their initial burden as to either form of relief in any event.

To the extent plaintiffs are seeking a judgment of legal damages, plaintiffs have failed to demonstrate they performed and/or were excused from performing their obligations under the PSA, and have further failed to demonstrate any amount of damages. (Code Civ. Proc., § 437c, subd. (p)(1) [burden]; Oasis West Realty, LLC v. Goldman, supra, 51 Cal.4th at p. 821 [elements for breach of contract]; Paramount Petroleum Corp. v. Superior Court (2014) 227 Cal.App.4th 226, 241 [with respect to the element of damages, plaintiffs must show both the fact and the precise amount of damages caused by the breach]; CDF Firefighters v.

Maldonado (2008) 158 Cal.App.4th 1226, 1239 [same]; Parsons v. Estenson Logistics, LLC (2022) 86 Cal.App.5th 1260, 1265, fn. 5 [“ ‘[A]ll material facts must be set forth in the separate statement. “This is the Golden Rule of Summary Adjudication: if it is not set forth in the separate statement, it does not exist.” ’ ”]; see also Leifer Decl. ¶¶ 2, 5, Ex. A [PSA at ¶ 4, requiring payment of the full purchase price into escrow at or before closing]; Mtn. Sep. Stmt., in passim.)

To the extent plaintiffs are seeking a judgment of specific performance, plaintiffs have failed to demonstrate they performed and/or were excused from performing their obligations under the PSA. (See Darbun Enterprises, supra, 239 Cal.App.4th at p. 409, fn. 5 [elements for specific performance]; see also Pl. Sep. Stmt., in passim.)

Plaintiffs have also failed to show “the terms [are] sufficiently certain ‘to make the precise act which is to be done clearly ascertainable.’ [Citation.]” (Darbun Enterprises, supra, 239 Cal.App.4th at p. 409; see Civ. Code, § 3390, subd. (e).) Plaintiffs state that the PSA requires defendant to provide plaintiffs with “good and marketable title, free and clear of all liens and/or encumbrances,” and that defendant has failed to transfer this title to plaintiffs as the City of San Clemente has recorded a lis pendens against the property. (See Mtn. P&As at pp. 7-8, 10-11, 12; Pl. SSMF Nos. 2-6; see also Pl. RJN at Ex. A [City’s notice of pendency of nuisance abatement action (lis pendens) recorded 9/22/25].)

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But given the lis pendens, simply ordering defendant to provide “good and marketable title, free and clear of all liens and/or encumbrances” is inadequate to precisely describe defendant’s obligations. As plaintiffs acknowledge, providing “good and marketable title, free and clear of all liens and/or encumbrances” in this instance involves requiring defendant to obtain an order “expung[ing] the [City’s] Lis Pendens” and/or otherwise “obtain[] the City’s withdrawal or release of the Lis Pendens.” (Mtn.

P&As at p. 9.) The lis pendens, however, was recorded with respect to the City’s nuisance abatement action regarding numerous unabated “substandard” conditions at the property, including, inter alia, broken window/door screens, mold growth throughout the entire property, dilapidated fencing, dilapidated roofing and exterior walls, dilapidated pavement and walkways, dilapidated rain gutters, improper drainpipes, exposed electrical outlet and light fixtures, chipped/cracked exterior paint, an unstable landing and stair deck, “dangerous construction throughout the laundry room and [an] unpermitted unit” of the property, an exposed sewer line, an improperly installed gas line, “unpermitted plumbing and unpermitted construction in the bathroom,” an improperly installed toilet, the “accumulation of junk, trash and debris” at the property, among multiple other conditions. (Pl.

RJN at Ex. A [lis pendens].)

Arguably, this means defendant would have to correct all these substandard conditions at the property to obtain the City’s release of the lis pendens and deliver title free and clear to plaintiffs, even though plaintiffs agreed to purchase the property in “AS-IS condition, without any warranties or guarantees from [defendant] as to [the] physical condition of the Property other than marketable and good title,” and also explicitly “agree[d] to accept the Property in its present physical condition, including any trash, debris, or remaining personal property located thereon at the time of closing.” (Leifer Decl. at Ex. A [PSA ¶ 4].)

Plaintiffs fail to explain or show how the PSA can be reasonably interpreted to require defendant to correct the physical condition of the property that plaintiffs explicitly agreed to accept “as is,” as part of defendant’s obligation to provide free and clear title. (See Civ. Code, §§ 1636 [a contract is interpreted so as to give effect to the mutual intent of the contracting parties at the time the contract was formed], 1641 [a contract is read as a whole, “so as to give effect to every part, if reasonably practicable, each clause

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helping to interpret the other”]; MacKinnon v. Truck Ins. Exchange (2003) 31 Cal.4th 635, 647 [“ ‘ “The fundamental rules of contract interpretation are based on the premise that the interpretation of a contract must give effect to the “mutual intention” of the parties’ ”]; Coral Farms, L.P. v. Mahony (2021) 63 Cal.App.5th 719, 727 [“Contracts ‘are construed to avoid rendering terms surplusage’ ”]; see also Food Pro Internat., Inc. v. Farmers Ins. Exchange (2008) 169 Cal.App.4th 976, 986 [rejecting the interpretation of an “exclusion so broadly the exception swallows the rule”].) Where, as here, “the terms of [an agreement] are not sufficiently certain to make the precise act which is to be done clearly ascertainable,” the agreement “cannot be specifically enforced....” (Civ. Code, § 3390, subd. (e).)

Request for judicial notice. Plaintiffs’ requests for judicial notice of the City of San Clemente’s notice of pendency of action (lis pendens), the grant deed for the subject property (ROA No. 36 [Pl. RJN at Exs. A-B]), and defendant’s answer to complaint (ROA No. 54 [Pl. Reply RJN at Ex. A]) are GRANTED. (See Evid. Code, § 452, subd. (d); Yvanova v. New Century Mortg. Corp. (2016) 62 Cal.4th 919, 924, fn. 1 [court may take judicial notice of the existence and contents of recorded documents, though not of disputed or disputable facts stated therein].)

Plaintiffs’ request for judicial notice of the property detail report (ROA No. 36 [Pl. RJN at Ex. C]) is DENIED. (See Travelers Indemnity Company of Connecticut v. Navigators Specialty Insurance Company (2021) 70 Cal.App.5th 341, 354-355 [matters in private party documents are not facts that are not reasonably subject to dispute and that can be determined by indisputable accuracy].)

Objections. The court declines to rule on plaintiffs’ objections to defendant’s evidence (ROA No. 56), as they are not material to the disposition of the motion. (Code Civ. Proc., § 437c, subd. (q).)

Plaintiffs shall give notice of this ruling.

64.

65.