ICOAK, INC. vs BARRON PROPERTIES

22CV023758: ICOAK, INC. vs BARRON PROPERTIES 09/04/2026 Hearing on Motion for Summary Judgment filed by Benjamin Brown (Cross- Defendant) + CRS# 513796710898 in Department 520

Tentative Ruling - 09/03/2026 Jamilah A. Jefferson

The Motion of Cross-Defendants Icoak, Inc.; Benjamin Brown and Meredith Brown (“Cross- Defendants”) for Summary Judgment or in the Alternative, Summary Adjudication is GRANTED IN PART.

It is GRANTED as to the First, Third, Fourth, Sixth, Seventh, Eighth, Ninth and Tenth causes of action - and as to the Fifth cause of action as to Meredith Brown.

It is DENIED as to the Fifth cause of action - only as to Benjamin Brown and ICOAK, Inc. as they appear to be the only signatories on the underlying lease agreements.

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LEGAL STANDARD

In moving for summary judgment or summary adjudication, a defendant meets his burden if he shows that one or more elements of the cause of action cannot be established, or that there is a complete defense to that cause of action. (Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 849; Code Civ. Proc., § 437c, subd. (p)(2).) Once the defendant has met that burden, the burden shifts to the plaintiff to show that a triable issue of one or more material facts exists as to that cause of action or a defense thereto. (Aguilar, supra, 25 Cal.4th at p. 849; Code Civ. Proc., § 437c, subd. (p)(2).)

The party moving for summary judgment bears the burden of persuasion that there is no triable issue of material fact and that he is entitled to judgment as a matter of law. (Aguilar, supra, 25 Cal.4th at p. 850; Evid. Code, § 500.) A triable issue of material fact exists if the evidence would allow a reasonable trier of fact to find the underlying fact in favor of the nonmoving party. (Aguilar, supra, 25 Cal.4th at p. 850.) “A party cannot avoid summary judgment by asserting facts based on mere speculation and conjecture, but instead must produce admissible evidence raising a triable issue of fact.” (LaChapelle v. Toyota Motor Credit Corp. (2002) 102 Cal.App.4th 977, 981.)

“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.)

DISCUSSION 22CV023758: ICOAK, INC. vs BARRON PROPERTIES 09/04/2026 Hearing on Motion for Summary Judgment filed by Benjamin Brown (Cross- Defendant) + CRS# 513796710898 in Department 520 The Motion concerns the First, and Third through Tenth causes of action in the Cross-Complaint.

First Cause of Action: Negligence

Whether defendant landlord owes a duty is a question of law for the court to decide. (Pineda v. Ennabe (1998) 61 Cal.App.4th 1403, 1407; Mora v. Baker Commodities, Inc. (1989) 210 Cal.App.3d 771, 779.) A duty of care may arise through statute, contract, the general character of the activity, or the relationship between the parties. (Ratcliff Architects v. Vanir Construction Management, Inc. (2001) 88 Cal.App.4th 595, 604, citing J'Aire Corp. v. Gregory (1979) 24 Cal.3d 799, 803.)

Cross-Defendants first challenge Cross-Complainant The Greg Barron Trust (“Barron” or “Cross-Complainant”)'s ability to establish the duty element of its Negligence claim. Cross- Complainant claims that Cross-Defendants “owed and assumed duties regarding the electrical system, life safety systems, and the roof,” and focus specifically on their alleged duty to install fire sprinklers as a condition of their cannabis license, framing it as a duty to comply with the fire code and Cross-Complainant itself as an intended beneficiary of such compliance. (Oppo, pp. 14:16-17, 5:16-24, 13:9-12, 15:16-19.) However, as Cross-Defendants point out, this is not a duty owed to Cross-Complainant as their landlord but rather a duty owed to the City of Oakland. (Reply, p. 4.:16-17, 19-24.)

Accordingly, there was no duty of care owed as a matter of law and summary adjudication is GRANTED as to the First cause of action.

Third/Fourth Causes of Action: Breach of Contract/ Breach of Lease

Cross-Complainant brings this breach of contract claim as to both oral and written agreements besides the lease agreements. First, as to all Cross-Defendants' “express[] acknowledg[ment] . . . to pay for any and all repairs and upgrades” and Cross-Defendant Ben Brown’s January 24, 2018 writing personally assuming liability for electrical repairs at 958 77th Avenue in Oakland. (Cross- Complaint ¶ 49.) Second, as to Cross-Defendants' assumption of liability to bring the premises into compliance with building and fire codes. (Id. at ¶ 51.) Cross-Complainant claims that the consideration was in the form of the right of first refusal to purchase the premises that he granted Cross-Defendants. (Id. at ¶¶ 49, 51.)

Cross-Defendants argue that the oral contract is barred by the statute of frauds. Under California law, the statute of frauds mandates that contracts for the sale of real property be in writing and subscribed by the party to be charged or by the party's agent. (Civ. Code, § 1624.) The writing must contain all the material elements of the contract, including identification of the parties, the property, the price, and the terms of payment (House of Prayer v. Evangelical Assn. for India (2003) 113 Cal.App.4th 48.)

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

22CV023758: ICOAK, INC. vs BARRON PROPERTIES 09/04/2026 Hearing on Motion for Summary Judgment filed by Benjamin Brown (Cross- Defendant) + CRS# 513796710898 in Department 520

Under the statute of frauds, there is sufficient evidence that a contract has been made when “there is evidence of an electronic communication (including, without limitation, the recording of a telephone call or the tangible written text produced by computer retrieval), admissible in evidence under the laws of this state, sufficient to indicate that in the communication a contract was made between the parties.” (Civ. Code, § 1624, subd. (b)(3)(A).) There is also sufficient evidence that a contract has been made when “there is a note, memorandum, or other writing sufficient to indicate that a contract has been made, signed by the party against whom enforcement is sought or by its authorized agent or broker.” (Id., subd. (b)(3)(D).)

In Smyth v. Berman (2019) 31 Cal.App.5th 183, the court found that an exchange of e-mails between commercial tenant's attorney and landlord referencing an oral right of first refusal did not satisfy the writing requirement of the statute of frauds. (Id. at 197.) Although tenant's attorney stated in the first email that the landlord had agreed to give tenant a “right of first refusal,” the landlord responded by saying she requested that her real estate agent “respond with the contracts and other requests.” (Ibid.) “The equivocal and nonconfirmatory responses [did] not “show[]” that plaintiffs' counsel and Berman “made a contract” or set forth the “essential contract terms with reasonable certainty.” (Ibid.)

Here, there was no writing signed by Cross-Complainant, whether in response to any of Cross- Defendant's emails or not. While Cross-Complainant concedes this (UMF 19), it argues that “[t]he doctrine of part performance by the purchaser is a well recognized exception to the statute of frauds as applied to contracts for the sale or lease of real property. (1 Miller & Starr, Cal. Real Estate 2d (1989) § 1:60, p. 168.)” (Sutton v. Warner (1993) 12 Cal.App.4th 415, 422.) “Under the doctrine of part performance, the oral agreement for the transfer of an interest in real property is enforced when the buyer has taken possession of the property and either makes a full or partial payment of the purchase price, or makes valuable and substantial improvements on the property, in reliance on the oral agreement.” (1 Miller & Starr, supra, § 1:60, p. 168, italics in original, fn. omitted.)” (Id. [Footnote omitted.])

Although Cross-Defendants undisputedly made several improvements (UMFs 20-22), Cross- Complainant also does not dispute that they were done because “Mr. Brown and potential investors required” such as a condition for purposes of obtaining a long-term lease. (UMF 16.) In other words, it does not appear that there was a clear meeting of the minds or part performance as Cross-Complainant characterizes surrounds the context of how/when/why improvements were made.

Summary adjudication is GRANTED as to the Third cause of action.

As to the fourth cause of action, based on the series of rental agreements the parties entered into as to the premises, Cross-Complainant alleges that Cross-Defendants failed to make any rental payments for various sections of the premises that remained usable after the fire, and continued to store business and personal property in those spaces. (Cross-Complaint ¶ 56.) At the same

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

22CV023758: ICOAK, INC. vs BARRON PROPERTIES 09/04/2026 Hearing on Motion for Summary Judgment filed by Benjamin Brown (Cross- Defendant) + CRS# 513796710898 in Department 520 time, Cross-Complainant admitted that the building was red-tagged after the fire and deemed unsafe to enter. (UMF 28.) Cross-Complainant does not address how this, therefore, could have excused Cross-Defendants' performance.

Thus, summary adjudication is also GRANTED as to the Fourth cause of action.

Fifth Cause of Action: Breach of Implied Covenant of Good Faith and Fair Dealing

Although the breach of contract claim does not survive summary adjudication, Cross- Complainant is correct that the breach of lease claim is not defeated because of any claim that the leases did not exist. While not an express term, it is a triable issue of material fact for a jury to find whether Cross-Defendants acted in bad faith during the occupancy of the premises by failing to bring the premises into building code and fire code compliance. (Cross-Complaint ¶ 59.)

Accordingly, summary adjudication is DENIED as to the Fifth cause of action.

Sixth Cause of Action: Promissory Estoppel “The elements of a promissory estoppel claim are ‘(1) a promise clear and unambiguous in its terms; (2) reliance by the party to whom the promise is made; (3) [the] reliance must be both reasonable and foreseeable; and (4) the party asserting the estoppel must be injured by his reliance.”’ (Jones v. Wachovia Bank (2014) 230 Cal.App.4th 935, 945.)

Cross-Complainant's claim for promissory estoppel rests upon the allegation that Cross- Complainant granted Cross-Defendants the right of first refusal in exchange for Cross- Defendants' assumption of improvement work to be done on the premises. (Compendium, Ex. BB, Barron Decl., ¶ 4.) Cross-Defendants argue that just like with the breach of contract claim, the statute of frauds bars precludes this claim since the proposal was one that Mr. Barron refused to agree to or reduce to an enforceable signed writing. (Reply, p. 11:2-6.) However, claims for promissory estoppel are not presumptively barred by the statute of frauds. (Associated Creditors' Agency v. Haley Land Co. (1966) 239 Cal.App.2d 610, 617.)

By Mr. Barron’s deposition testimony, however, there was no clear promise that was unambiguous in its terms. While Mr. Barron states in his declaration that he “agreed to his right of first refusal to purchase. In exchange, ICOAK, Inc. assumed responsibility, control and expense to make tenant improvements,” in his deposition, he states that he did not agree to anything more than a month-to-month lease in exchange for hundreds of thousands of dollars in tenant improvements. (Barron Decl., ¶ 4; UMFs 14-15, citing to Compendium, Ex. 38, Barron Depo, 180:3-17.)

As Cross-Defendants have, thus, shown that one element of this cause of action cannot be

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

22CV023758: ICOAK, INC. vs BARRON PROPERTIES 09/04/2026 Hearing on Motion for Summary Judgment filed by Benjamin Brown (Cross- Defendant) + CRS# 513796710898 in Department 520 established, which Cross-Complainant has not sufficiently rebutted, summary adjudication is GRANTED as to the Sixth cause of action. (Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 849.)

Seventh/Eighth/Ninth/ Tenth Causes of Action: Equitable Indemnity / Contribution/ Apportionment/ Declaratory Relief

As Cross-Defendants allege, these are derivative at least of Cross-Complainant's tort cause of action (negligence), which does not survive. Accordingly, summary adjudication is also GRANTED as to the Seventh, Eighth, Ninth, and Tenth causes of action.

OBJECTIONS TO EVIDENCE Cross-Defendants' objections to portions of Barron’s declaration are overruled. The Court did not rely on and therefore does not reach Cross-Complainant’s objections thereto.

NOTICE: This tentative ruling will automatically become the court’s final order on September 4, 2026 unless, by no later than 5:00 P.M. on September 3, 2026, a party to the action notifies BOTH: 1) the court by emailing Dept520@alameda.courts.ca.gov; AND 2) all opposing counsel or self- represented parties (by telephone or email) that the party is contesting this tentative ruling.

The subject line (RE:) of the email must state: “Request for CONTESTED HEARING: [the case name], [number].” When a party emails to contest a tentative ruling, the party must identify the specific holding(s) within the ruling they wish to contest via oral argument.

The court does not provide court reporters for hearings in civil departments. A party who wants a record of the proceedings must engage a private court reporter. (Local Rule 3.95.) Any privately retained court reporter must also participate via video conference. Their email must be provided to the court at the time the Notice of Contest is emailed.

ALL CONTESTED LAW AND MOTION HEARINGS ARE CONDUCTED VIA REMOTE VIDEO unless an in person appearance is required by the court. Invitations to participate in the video proceeding will be sent by the court upon receipt of timely notice of contest. A party may give email notice they will appear in court in person for the hearing, however all other counsel/parties and the JUDGE MAY APPEAR REMOTELY.