TOWNSCAPE MANAGEMENT INC. v. AG-SCH 8150 SUNSET BOULEVARD OWNER, L.P.

(Stanley Mosk Courthouse: Dept. 729) September 3, 2026 DEPARTMENT 729 LAW AND MOTION RULINGS

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Superior Court of California County of Los Angeles DEPARTMENT 729 TENTATIVE RULING TOWNSCAPE MANAGEMENT INC., vs. AG-SCH 8150 SUNSET BOULEVARD OWNER, L.P. | Case No.:

Hearing Date: September 3, 2026 | Cross-Defendant Townscape Management, Inc.'s motion for summary judgment of Cross-Complainant AG-SCH 8150 Sunset Boulevard Owner, L.P.'s Cross-Complaint is denied. Cross-Defendant Townscape Management, Inc.'s motion in the alternative for summary adjudication of Cross-Complainant AG-SCH 8150 Sunset Boulevard Owner, L.P.'s 1st, 2nd, and 3rd causes of action and claim for punitive damages is denied. Defendants AG-SCH 8150 Sunset Boulevard Owner, L.P.'s and Angelo Gordon & Co., L.P.'s motion for summary judgment of Plaintiff

Townscape Management Inc.'s Second Amended Complaint is denied. Defendants AG-SCH 8150 Sunset Boulevard Owner, L.P.'s and Angelo Gordon & Co., L.P.'s motion in the alternative for summary adjudication of the 1st, 2nd, and 3rd causes of action in Plaintiff Townscape Management Inc.'s Second Amended Complaint is denied. Cross-Defendant/Plaintiff Townscape Management, Inc. ("Townscape") ("Cross-Defendant/Plaintiff") moves for summary judgment of Cross-Complainant/Defendant AG-SCH 8150 Sunset Boulevard Owner, L.P.'s ("Sunset LP") ("Cross-Complainant/Defendant") cross-complaint ("XC"). (Notice Motion XC, pg. 2.)

Cross-Defendant/Plaintiff moves in the alternative for summary adjudication of the 1st, 2nd, and 3rd causes of action and claim for punitive damages in Complainant/Defendant's XC. (Notice of Motion XC; pg. 2.) Defendants Sunset LP and Angelo Gordon & Co., L.P ("Angelo Gordon") (collectively, "Defendants") move for summary judgment of Cross-Defendant/Plaintiff Townscape's second amended complaint ("SAC"). (Notice of Motion SAC, pgs. 2-3; C.C.P. Sec.437c.) Defendants move in the alternative for summary adjudication of Plaintiff Townscape's 1st, 2nd, and 3rd causes of action in Plaintiff's SAC. (Notice of Motion SAC, pgs. 2-3; C.C.P Sec.437c(f)(1).)

Procedural Background

Plaintiff filed its initial Complaint on September 8, 2023, against Defendant Sunset LP alleging a single cause of action for breach of written contract. On October 26, 2023, Cross-Complainant filed the operative XC against Plaintiff/Cross-Defendant alleging three causes of action: (1) breach of contract; (2) breach of fiduciary duty; and (3) intentional interference with prospective economic advantage. On August 11, 2025, Plaintiff filed its first amended complaint ("FAC") alleging two causes of action against Defendants: (1) breach of contract [against Sunset LP]; and (2) fraud [against Defendants]. On March 26, 2026, Plaintiff filed the operative SAC against Defendants alleging three causes of action: (1) breach of written contract [against Sunset LP]; (2) fraudulent inducement (false promise) [against Defendants]; and (3) fraudulent inducement (concealment) [against Defendants].

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. (C.C.P. Sec.437c(c).) Under C.C.P. Sec.437c, a party may move for summary adjudication as to one or more causes of action within an action, one or more affirmative defenses, one or more claims for damages, or one or more issues of duty, if the party contends that the cause of action has no merit, that there is no merit to an affirmative defense to the cause of action, or that there is no merit to a claim for damages, as specified in Section 3294 of the Civil Code [punitive damages], or that one or more defendants either owed or did not owe a duty to

the plaintiff or plaintiffs. (C.C.P. Sec.437c(f)(1).) A grant of summary adjudication can only be made if it completely disposes of a cause of action, affirmative defense, a claim for damages, or an issue of duty. (C.C.P. Sec.437c(f)(1).)

1. Cross-Defendant Townscape's MSJ/MSA on the XC Discussion

Cross-Defendant seeks summary adjudication of Defendant's cross-complaint. The Cross-complaint alleges three causes of action: 1. Breach Of Contract; 2. Breach Of Fiduciary Duty; and 3. Intentional Interference With Prospective Economic Advantage. A cause of action for breach of contract has 4 elements: 1) the contract, 2) plaintiff's performance of the contract or excuse for nonperformance, 3) defendant's breach, and 4) resulting damage to the plaintiff. (Richman v. Hartley (2014) 224 Cal.App.4th 1182, 1186.)

A cause of action for breach of fiduciary duty has 3 elements: 1) the existence of a fiduciary relationship, 2) its breach, and 3) damage proximately caused by that breach. (Mendoza v. Continental Sales Co. (2006) 140 Cal.App.4th 1395, 1405.) A cause of action for intentional interference with prospective economic advantage has 5 elements: 1) an economic relationship between the plaintiff and some third party, with the probability of future economic benefit to the plaintiff; 2) the defendant's knowledge of the relationship; 3) intentional acts on the part of the defendant designed to disrupt the relationship; 4) actual disruption of the relationship; and 5) economic harm to the plaintiff proximately caused by the acts of the defendant.

(Korea Supply Co. v. Lockheed Martin Corp. (2003) 29 Cal.4th 1134, 1153.) Accordingly, Cross-complainant's 3 causes of action have a total of 12 elements. Cross-Defendant could have established a right to a judgment on the entire Cross-complaint by establishing Cross-complainant's inability to present evidence on any one element of all 3 causes of action (a total of 3 elements) or summary adjudicate any one cause of action by establishing Cross-complainant's inability to present evidence on any one element of that cause of action (1 element per each cause of action).

This to say that Cross-Defendant could have moved with surgical precision to establish that Cross-complainant cannot establish one of the elements of each of Cross-complainant's 3 causes of action. This would have been compelling and easily verifiable. Instead, Cross-Defendant moves for summary judgment based upon a separate statement containing 420 proffered undisputed material facts.

"'[O]ne of the purposes of the separate statement is "to permit the trial court to focus on whether [the material] facts are truly undisputed."' [(Parkview Villas Assn., Inc. v. State Farm Fire & Casualty Co. (2005) 133 Cal.App.4th 1197, 1210.)] This can only be accomplished by both parties preparing the separate statement according to the statute and Rules of Court and acting in good faith. The moving party must include only material statements of fact, not incidental and background facts. The opposing party must concede facts that are truly undisputed and only add facts that are material.

It is difficult to conceive of a properly drafted separate statement that includes over 600 paragraphs of undisputed material facts. Because of their limited capacity, trial courts are instructed by Courts of Appeal that they "... should not hesitate to deny summary judgment motions when the moving party fails to draft a compliant separate statement - and an inappropriate separate statement includes an overly long document that includes multiple nonmaterial facts in violation of the Rules of Court.

Courts should also not hesitate to disregard attempts to game the system by the opposing party claiming facts are 'disputed' when the uncontroverted evidence clearly shows otherwise." (Beltran v. Hard Rock Hotel Licensing, Inc. (2023) 97 Cal.App.5th 865, 876.) Here, as in Beltran, Cross-Defendant's separate statement includes a separate statement with hundreds of undisputed material facts. Cross-Defendant's separate statement is an overly long document that includes multiple nonmaterial facts in violation of the Rules of Court.

The Court lacks the resources to waste on wading through such. Accordingly, Cross-Defendant's motion for summary judgment, and in the alternative, motion for summary adjudication is denied.

Conclusion

Cross-Defendant's motion for summary judgment is denied. Cross-Defendant's motion in the alternative for summary adjudication is denied. Moving Party to give notice.

2. Defendants' MSJ/MSA on the SAC

Evidentiary Objections

Defendants' 8/25/26 evidentiary objections to the Declaration of John Irwin ("Irwin") are overruled as to Nos. 1, 2, 3, 4, 5, 6, 7, 10, 12, 13, 14, 15, 16, 19, 20, 21, 22, 25, 26, 28, 29, 30, 31, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60, 61, 62, 63, 64, 65, 66, 67, 68, 69, and 70, and sustained as to Nos. 8, 9, 11, 17, 18, 23, 24, 27, 32, and 44.

Discussion

Breach of Written Contract (1st COA) [only alleged against Defendant Sunset LP]

As stated above, to prevail on a cause of action for breach of contract, the plaintiff must prove (1) the contract, (2) plaintiff's performance of the contract or excuse for nonperformance, (3) defendant's breach, and (4) resulting damage to the plaintiff. (Richman v. Hartley (2014) 224 Cal.App.4th 1182, 1186.) Defendants argue Plaintiff's breach of contract claim fails as a matter of law because Plaintiff cannot demonstrate damages. (Motion SAC, pgs. 21-24.) Defendants submitted undisputed evidence that Sunset LP paid all Management Services Fees required by the 2021 Agreement. (Defendants' Undisputed Separate Statement of Fact ["D-USSF"] No. 43.)

Defendants submitted evidence that Sunset LP did not owe Plaintiff any payments pursuant to a Sales Override Fee. (D-USSF Nos. 44-45.) Defendants submitted undisputed evidence that they did not owe Plaintiff a termination fee. (D-USSF Nos. 47-48.) Defendants met their burden to demonstrate Plaintiff's cause of action fails on the basis of damages, shifting the burden to Plaintiff to raise a triable issue of material fact. Plaintiff met its burden to demonstrate a triable issue of material fact as to damages.

Plaintiff submitted evidence that Sunset LP owed Plaintiff $50,000 a month in Management Services Fees for August, September and October 2022, which it did not pay. (Plaintiff's Additional Material Facts ["P-AMF"] Nos. 114-115.) Plaintiff submitted evidence that Sunset LP breached the 2021 Agreement by failing to pay Plaintiff the $120,000 Termination Fee. (P-AMF No. 119.) Plaintiff submitted evidence that Sunset LP did not pay Plaintiff the Sales Override Fee in the amount of $636,722.49. (P-AMF Nos. 123-124.)

Plaintiff met its burden to demonstrate a triable issue of material fact as to damages. Accordingly, Defendants' motion for summary adjudication of the 1st cause of action is denied.

Fraudulent Inducement (False Promise) & Fraudulent Concealment (2nd & 3rd COAs)

"[I]n a promissory fraud action, to sufficiently allege[] defendant made a misrepresentation, the complaint must allege (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.) "The required elements for fraudulent concealment are (1) concealment or suppression of a material fact; (2) by a defendant with a duty to disclose the fact; (3) the defendant intended to defraud the plaintiff by intentionally concealing or suppressing the fact; (4) the plaintiff was unaware of the fact and would have acted differently if the concealed or suppressed fact was known; and (5) the plaintiff sustained damage as a result of the concealment or suppression of the material fact." (Rattagan v.

Uber Technologies, Inc. (2024) 17 Cal.5th 1, 40.) Defendants argue Plaintiff's fraud claims fail as a matter of law because Plaintiff cannot demonstrate damages. (Motion SAC, pgs. 13-20.) Defendants submitted undisputed evidence that Plaintiff concedes its $6,000,000 calculation of fees owed for "pre-development work" were not owed under the 2012 Agreement. (D-USSF No. 23.) Defendants submitted evidence that prior to the 2021 Agreement, in the 2012 Agreement itself, Plaintiff had already agreed to subordinate its rights to Sunset LP's lenders and to waive any lien rights. (D-USSF No. 33.)

Defendants met their burden to demonstrate Plaintiff's cause of action fails on the basis of damages, shifting the burden to Plaintiff to raise a triable issue of material fact. Plaintiff met its burden to demonstrate a triable issue of material fact exists as to damages on the fraud causes of action. Plaintiff submitted evidence that in reliance on Defendants' promises of a genuine opportunity to acquire the Project, Plaintiff agreed to accept a discounted Management Services Fee of $50,000 per month under the 2021 Agreement even though the market rate for such services is much greater than that, and this rate differential is recoverable as a component of Townscape's out-of-pocket loss. (P-AMF No. 86.)

Further, Plaintiff submitted evidence that unpaid work was not within the scope of written agreements. (P-AMF Nos. 65, 67, 68, 69, 70.) Plaintiff met its burden to raise a triable issue of material fact as to damages on the fraud causes of action. Accordingly, Defendants' motion for summary adjudication of the 2nd and 3rd causes of action is denied.

Conclusion

Defendants' motion for summary judgment is denied. Defendant's motion in the alternative for summary adjudication of the 1st, 2nd, and 3rd causes of action is denied. Moving Party to give notice.

Dated: September _____, 2026 | Hon. Daniel M. Crowley | Judge of the Superior Court | Case Number: 24STCV30945 Hearing Date: September 3, 2026 Dept: 729 Superior Court of California County of Los Angeles DEPARTMENT 729