The Nichols Partnership LLC v. SRGA LP et al

1) Pursuant to the Settlement Agreement, the parties agreed that judgment shall be entered in favor of Plaintiff and against Defendant in the total amount of $436,856.13 (= $339,017.77 principal + $531.40 court costs + $96,106.96 interest + $1,200 attorney fees), less any amount paid prior to entry of judgment. (Amended Declaration of Long K. Bui (“Bui Decl.”), Exh. A.) 2) The parties agreed that the Settlement Agreement shall not be filed with the Court and enforcement of the judgment shall be stayed unless and until an Event of Default occurs. (Ibid.) 3) Plaintiff agreed that if the sum of $339,000.00 is paid without default, Plaintiff will then file a dismissal of the entire action with prejudice, stating that “Plaintiff has agreed to accept $339,000.00 in full settlement of the case.” (Ibid.) 4) In the event of a default, the judgment of $436,856.13, less any amount paid prior to default, shall be immediately due and enforceable as a judgment. (Ibid.) 5) Since the time of the Settlement Agreement, Defendants have paid $102,740.04. (Id., ¶ 4.) 6) On June 4, 2026, Plaintiff informed Defendants via email that they were in breach of the Settlement Agreement. (Id., ¶ 5, Exh.

B.) Since that date, no further payments have been received. (Ibid.)

Plaintiff requests judgment against Defendants in the amount of $334,116.09 (=$436,856.13 - $102,740.04).

Defendant implicitly concedes the foregoing by failing to file an Opposition.

Based on the foregoing, the motion is GRANTED.

The Nichols Partnership LLC v. SRGA LP et al 26CV000499

[1] DEFENDANT GA DEVELOPMENT NAPA VALLEY LP’S MOTION TO DISMISS OR STAY ON GROUNDS OF FORUM NON CONVENIENS

TENTATIVE RULING: The motion to dismiss the action against GA Development Napa Valley LP (GA), on grounds of forum non conveniens based on contract, is GRANTED. The alternative request, to stay the action, is, therefore, MOOT.

The moving party failed to include in the notice of this motion proper notice of the Court’s tentative ruling system as required by Local Rule 2.9. Moving party is directed to immediately provide, by telephone call AND email, the missing notice to opposing party/ies forthwith. The requirements for requesting oral argument under Local Rule 2.9 remain in effect. However, the Court may grant belated requests for oral argument or continuance of hearing, made by any party who represents it did not timely receive the required notice, regardless of whether or not moving party is present at the hearing.

Defendant GA Development Napa Valley LP (GA) moves, pursuant to California Code of Civil Procedure Sections 410.30 and 418.10, for an order dismissing this action on the grounds of forum non conveniens.

“When a court upon motion of a party or its own motion finds that in the interest of substantial justice an action should be heard in a forum outside this state, the court shall stay or dismiss the action in whole or in part on any conditions that may be just.” (Code Civ. Proc., § 410.30.) “In California, the procedure for enforcing a forum selection clause is a motion to stay or dismiss for forum non conveniens pursuant to Code of Civil Procedure sections 410.30 and 418.10 [citation], but a motion based on a forum selection clause is a special type of forum non conveniens motion.” (Berg v.

Mtc Electronics Techs. Co. (1998) 61 Cal.App.4th 349, 358 (Berg).) “The factors that apply generally to a forum non conveniens motion do not control in a case involving a mandatory forum selection clause. [Citation.] . . . if there is a mandatory forum selection clause, the test is simply whether application of the clause is unfair or unreasonable, and the clause is usually given effect.” (Ibid.)

The Complaint alleges as follows. Plaintiff The Nichols Partnership LLC (Nichols) “is an experienced developer specializing in the development of commercial, mixed-use, and multifamily real estate, headquartered in Denver, Colorado.” (Id. at ¶ 16.) In 2013 Nichols acquired a 95.56 acre site in Napa County California and began planning for a mixed-use development thereon (Project). (See id. id. at ¶ 18.) “[Defendant SRGA LP] was formed in June 2018 as a joint venture to develop the Project.” (Id. at ¶ 20.) “SRGA was formed by Stanly Ranch Resort Napa LLC (SRRN), an entity in which Nichols Partnership is a member, and GA.” (Id. at ¶ 21.) “Pursuant to the formation of the joint venture, Nichols Partnership and SRGA entered into that Development Agreement dated June 29, 2018 (Development Agreement).” (Id. at 22.) “In a letter dated February 4, 2025, GA, through counsel and purportedly on behalf of SRGA, purported to terminate Nichols Partnership as developer of the Project.” (Id. at ¶ 30.) “Specifically, the February 4, 2025, termination letter purported to retroactively terminate the Development Agreement ‘For Cause’ as of November 13, 2024 . . ..” (Id. at ¶ 31.) “Paragraph 7.2 of the Development Agreement provides that the existence of a Removal Event as defined under a separate Partnership Agreement which created the entity SRGA LP, is grounds for ‘For Cause’ termination of the Development Agreement.” (Id. at ¶ 28.

Italics added.)

The gravamen of the Complaint is that SRGA and GA breached the Development Agreement by failing and refusing to pay Nichols certain fees provided thereby. A copy of the Development Agreement is attached as Exhibit A to the Complaint.

In support of the instant Motion, GA presents evidence of a complaint filed in the Supreme Court of the State of New York on March 6, 2026 (NY Complaint), by Nichols and SRRN, as Plaintiffs, asserting claims against GA, Mandrake Capital Partners, LLC, and Benjamin Haefele. (See Declaration of Jennifer G. Kahn at ¶ 5 and Exh. A (Kahn Decl.).) Through the NY Complaint, Nichols alleges that “[o]n or about June 25, 2018, Plaintiff Stanly Ranch Resort Napa (or SRRN) and GA entered into a Limited Partnership Agreement dated June 25, 2018 . . .. A true and correct copy of the Partnership Agreement is attached hereto as

Exhibit 1.”2 (Id. at ¶ 21.) Nichols further alleges that “Pursuant to the Partnership Agreement, SRGA LP . . . was formed to pursue the Project on behalf of [Nichols] and GA.” (Id. at ¶ 22.) The gravamen of the New York action is that GA and its co-defendants breached the SRGA LP Partnership Agreement, as well as fiduciary duties that they owed to Nichols relating thereto.

The Limited Partnership Agreement of SRGA LP (SRGA Partnership Agreement) contains the following forum selection provision. “Each of the parties hereto irrevocably submits to the jurisdiction of the courts of the State of New York and the United States District Court, Southern District of New York and agrees that all matters involving this Agreement shall be heard and determined only in such courts. Each of the parties hereto waives irrevocably the defense of inconvenient forum to the maintenance of such action or proceeding.” (Kahn Decl., Exh. 1 to Exh. A at § 15.2, p. 55.)

GA further presents a copy of the February 4, 2025, letter alleged in Nichols’ Complaint. (See Kahn Decl. at Exh. D.) That letter states, in part,

As you are aware on August 15, 2024 Limited Partner made a Shortfall Loan to General Partner in the amount of $938,750 which Shortfall Loan matured on November 13, 2024, ninety (90) days after it was made. Pursuant to the JV LP Agreement, the failure to repay a Shortfall Loan at its maturity with respect to a failed Additional Capital Contribution during the period prior to Substantial Completion constitutes a Removal Event. Among its other remedies in connection with a Removal Event, Limited Partner may pursuant to Section 9.9(a)(vi) of the JV LP Agreement terminate the Development Agreement. In addition, Section 9.1(b) of the JV LP Agreement, provides that since the Development Agreement is an Affiliate Transaction, Limited Partner has the sole and exclusive power and authority to cause the Company to terminate the Development Agreement.

Please also be advised that the existence of a Removal Event is a ‘For Cause’ termination event under the Development Agreement. Pursuant to Section 7.2 of the Development Agreement, Venture shall have the right at any time to terminate the Development Agreement For Cause and the Development Agreement shall terminate as ofthe date set forth in such notice with the right of Developer to any Development Fee being forfeited.” (Ibid.)

Nichols does not dispute the authenticity of either the SRGA Partnership Agreement or the February 4, 2025, letter attached to the Kahn Decl. nor does Nichols assert that they are not the documents identified in the allegations of the Complaint.

The Court finds that, pursuant to the allegations of the Complaint and the contents of the SRGA Partnership Agreement and the February 4, 2025 letter alleged in the Complaint, each of Nichol’s claims in the instant action are “matters involving” the SRGA Partnership Agreement. The Court, therefore, finds that Nichols agreed, pursuant thereto, to have them heard and

2 A copy of this agreement is also attached as Exhibit A to the Declaration of Frederick C. Crombie filed in support of SRGA’s concurrent Motion to Dismiss based on forum non conveniens.

determined in the courts of the State of New York and the United States District Court, Southern District of New York.

Nichols concedes that the parties “did not include a forum-selection clause in the Development Agreement (the contract governing the development of Stanly Ranch).” (Opposition at 6:1-3.) Thus, this is not a circumstance in which two agreements relating to the same subject matter have inconsistent forum selection provisions.

Nichols asserts that “the Development Agreement neither incorporates the LPA wholesale nor adopts its forum-selection clause.” (Opposition at 6:5-6.) The assertion is immaterial. Nichols agreed, through the SRGA LP Partnership Agreement, that “all matters involving [that] Agreement shall be heard and determined only in [New York] courts.” (Kahn Decl., Exh. 1 to Exh. A at § 15.2, p. 55.) The allegations of the Complaint and the contents of the documents alleged therein make clear that each of Nichols’ claims are matters involving the SRGA LP Partnership Agreement.

Nichols fails to persuade the Court that the forum selection clause is either unfair or unreasonable. (See Berg, supra, 61 Cal.App.4th at 358.)

Based on the foregoing, the Motion to Dismiss on grounds of forum nonconveniens is GRANTED.

[2] DEFENDANT GA DEVELOPMENT NAPA VALLEY LP’S DEMURRER TO THE COMPLAINT OF PLAINTIFF THE NICHOLS PARTNERSHIP LLC

TENTATIVE RULING: Based on the concurrent ruling granting GA Development Napa Valley LP’s Motion to Dismiss, the instant demurrer is MOOT.

The moving party failed to include in the notice of this motion proper notice of the Court’s tentative ruling system as required by Local Rule 2.9. Moving party is directed to immediately provide, by telephone call AND email, the missing notice to opposing party/ies forthwith. The requirements for requesting oral argument under Local Rule 2.9 remain in effect. However, the Court may grant belated requests for oral argument or continuance of hearing, made by any party who represents it did not timely receive the required notice, regardless of whether or not moving party is present at the hearing.

[3] DEFENDANT SRGA LP’S MOTION TO DISMISS AND TO STAY COMPLAINT OF PLAINTIFF THE NICHOLS PARTNERSHIP LLC d/b/a THE NICHOLS GROUP LLC

TENTATIVE RULING: The motion to dismiss the action against SRGA LP (SRGA), on grounds of forum non conveniens based on contract, is GRANTED. The alternative request, to stay the action, is, therefore, MOOT.

The moving party fails to include, in the notice of this motion, the current version of the Tentative Ruling notice required by Local Rule 2.9, effective 1/1/26. The current version allows a party or counsel to request a hearing by calling the Court or emailing the Court, at JudicialReception2@napa.courts.ca.gov and providing specified information set out in Local Rule 2.9. The moving party is therefore directed to immediately provide, by telephone call AND email, the current Tentative Ruling notice explicitly required by Local Rule 2.9 to opposing party/ies forthwith.

The requirements for requesting oral argument under Local Rule 2.9 remain in effect. However, the Court may grant belated requests for oral argument or continuance of hearing, made by any party who represents it did not timely receive the required notice, regardless of whether or not moving party is present at the hearing.

SRGA moves for an order dismissing this action and for a judgment of dismissal or in the alternative, for an order staying the action.

“When a court upon motion of a party or its own motion finds that in the interest of substantial justice an action should be heard in a forum outside this state, the court shall stay or dismiss the action in whole or in part on any conditions that may be just.” (Code Civ. Proc., § 410.30.) “In California, the procedure for enforcing a forum selection clause is a motion to stay or dismiss for forum non conveniens pursuant to Code of Civil Procedure sections 410.30 and 418.10 [citation], but a motion based on a forum selection clause is a special type of forum non conveniens motion.” (Berg v.

Mtc Electronics Techs. Co. (1998) 61 Cal.App.4th 349, 358 (Berg).) “The factors that apply generally to a forum non conveniens motion do not control in a case involving a mandatory forum selection clause. [Citation.] . . . if there is a mandatory forum selection clause, the test is simply whether application of the clause is unfair or unreasonable, and the clause is usually given effect.” (Ibid.)

The Complaint alleges as follows. Plaintiff The Nichols Partnership LLC (Nichols) “is an experienced developer specializing in the development of commercial, mixed-use, and multifamily real estate, headquartered in Denver, Colorado.” (Id. at ¶ 16.) In 2013 Nichols acquired a 95.56 acre site in Napa County California and began planning for a mixed-use development thereon (Project). (See id. id. at ¶ 18.) “SRGA was formed in June 2018 as a joint venture to develop the Project.” (Id. at ¶ 20.) “SRGA was formed by Stanly Ranch Resort Napa LLC (SRRN), an entity in which Nichols Partnership is a member, and [Defendant GA Development Napa Valley LP (GA)].” (Id. at ¶ 21.) “Pursuant to the formation of the joint venture, Nichols Partnership and SRGA entered into that Development Agreement dated June 29, 2018 (Development Agreement).” (Id. at 22.) “In a letter dated February 4, 2025, GA, through counsel and purportedly on behalf of SRGA, purported to terminate Nichols Partnership as developer of the Project.” (Id. at ¶ 30.) “Specifically, the February 4, 2025, termination letter purported to retroactively terminate the Development Agreement ‘For Cause’ as of November 13, 2024 . . ..” (Id. at ¶ 31.) “Paragraph 7.2 of the Development Agreement provides that the existence of a Removal Event as defined under a separate Partnership Agreement which created the entity SRGA LP, is grounds for ‘For Cause’ termination of the Development Agreement.” (Id. at ¶ 28.

Italics added.)

The gravamen of the Complaint is that SRGA and GA breached the Development Agreement by failing and refusing to pay Nichols certain fees provided thereby. A copy of the Development Agreement is attached as Exhibit A to the Complaint.

In support of the instant Motion, SRGA presents a purported copy of the Limited Partnership Agreement of SRGA LP (SRGA Partnership Agreement). (See Declaration of Frederick C. Crombie at ¶ 2 and Exh. A (Crombie Decl.).)

The Court takes judicial notice of the Declaration of Jennifer G. Kahn (Kahn Decl.) filed in support of GA’s concurrent Motion to Dismiss or Stay. Attached thereto as Exhibit A is a complaint filed in the Supreme Court of the State of New York on March 6, 2026 (NY Complaint), by Nichols and SRRN, as Plaintiffs, asserting claims against GA, Mandrake Capital Partners, LLC, and Benjamin Haefele. (See Kahn Decl. at ¶ 5 and Exh. A.) Through the NY Complaint, Nichols alleges that “[o]n or about June 25, 2018, Plaintiff Stanly Ranch Resort Napa (or SRRN) and GA entered into a Limited Partnership Agreement dated June 25, 2018 . . ..

A true and correct copy of the Partnership Agreement is attached hereto as Exhibit 1.” (Id. at ¶ 21.) Nichols further alleges that “Pursuant to the Partnership Agreement, SRGA LP . . . was formed to pursue the Project on behalf of [Nichols] and GA.” (Id. at ¶ 22.) The gravamen of the New York action is that GA and its co-defendants breached the SRGA LP Partnership Agreement, as well as fiduciary duties that they owed to Nichols relating thereto.

The SRGA Partnership Agreement contains the following forum selection provision. “Each of the parties hereto irrevocably submits to the jurisdiction of the courts of the State of New York and the United States District Court, Southern District of New York and agrees that all matters involving this Agreement shall be heard and determined only in such courts. Each of the parties hereto waives irrevocably the defense of inconvenient forum to the maintenance of such action or proceeding.” (Crombie Decl., Exh. A, and Kahn Decl., Exh. 1 to Exh. A) at § 15.2, p. 55.)

SRGA further presents a copy of the February 4, 2025, letter alleged in Nichols’ Complaint. (See Crombie Decl. at Exh. B.) That letter states, in part,

As you are aware on August 15, 2024 Limited Partner made a Shortfall Loan to General Partner in the amount of $938,750 which Shortfall Loan matured on November 13, 2024, ninety (90) days after it was made. Pursuant to the JV LP Agreement, the failure to repay a Shortfall Loan at its maturity with respect to a failed Additional Capital Contribution during the period prior to Substantial Completion constitutes a Removal Event. Among its other remedies in connection with a Removal Event, Limited Partner may pursuant to Section 9.9(a)(vi) of the JV LP Agreement terminate the Development Agreement. In addition, Section 9.1(b) of the JV LP Agreement, provides that since the Development Agreement is an Affiliate Transaction, Limited Partner has the sole and exclusive power and authority to cause the Company to terminate the Development Agreement.

Please also be advised that the existence of a Removal Event is a ‘For Cause’ termination event under the Development Agreement. Pursuant to Section 7.2 of the Development Agreement, Venture shall have the right at any time to terminate the Development Agreement For Cause and the Development Agreement shall terminate as ofthe date set forth in such notice with the right of Developer to any Development Fee being forfeited.” (Ibid.)

Nichols does not, through its Opposition, dispute the authenticity of either the SRGA Partnership Agreement or the February 4, 2025, letter attached to the Crombie Decl. nor does Nichols assert that they are not the documents identified in the allegations of the Complaint.

The Court finds that, pursuant to the allegations of the Complaint and the contents of the SRGA Partnership Agreement and the February 4, 2025 letter alleged in the Complaint, each of Nichol’s claims in the instant action are “matters involving” the SRGA Partnership Agreement. The Court, therefore, finds that Nichols agreed, pursuant thereto, to have them heard and determined in the courts of the State of New York and the United States District Court, Southern District of New York.

Nichols concedes that the parties “did not include a forum-selection clause in the Development Agreement (the contract governing the development of Stanly Ranch).” (Opposition at 6:1-3.) Thus, this is not a circumstance in which two agreements relating to the same subject matter have inconsistent forum selection provisions.

Nichols asserts that “the Development Agreement neither incorporates the LPA wholesale nor adopts its forum-selection clause.” (Opposition at 6:5-6.) The assertion is immaterial. Nichols agreed, through the SRGA LP Partnership Agreement, to litigate “all matters involving [that] Agreement . . . only in [New York] courts.” (Crombie Decl., Exh. A at § 15.2, p. 55.) The allegations of the Complaint and the contents of the documents alleged therein make clear that each of Nichols’ claims are matters involving the SRGA LP Partnership Agreement.

Nichols fails to persuade the Court that the forum selection clause is either unfair or unreasonable. (See Berg, supra, 61 Cal.App.4th at 358.)

Based on the foregoing, the Motion to Dismiss on grounds of forum nonconveniens is GRANTED.

[4] DEFENDANT SRGA LP DEMURRER TO COMPLAINT OF PLAINTIFF THE NICHOLS PARTNERSHIP LLC d/b/a THE NICHOLS GROUP LLC

TENTATIVE RULING: Based on the concurrent ruling granting SRGA LP’s Motion to Dismiss, the instant demurrer is MOOT.

The moving party fails to include, in the notice of this motion, the current version of the Tentative Ruling notice required by Local Rule 2.9, effective 1/1/26. The current version allows a party or counsel to request a hearing by calling the Court or emailing the Court, at

JudicialReception2@napa.courts.ca.gov and providing specified information set out in Local Rule 2.9. The moving party is therefore directed to immediately provide, by telephone call AND email, the current Tentative Ruling notice explicitly required by Local Rule 2.9 to opposing party/ies forthwith. The requirements for requesting oral argument under Local Rule 2.9 remain in effect. However, the Court may grant belated requests for oral argument or continuance of hearing, made by any party who represents it did not timely receive the required notice, regardless of whether or not moving party is present at the hearing.

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