BAYSIDE LASSEN, LLC, A DELAWARE LIMITED LIABILITY VS. ASIAN, INC., A CALIFORNIA NONPROFIT PUBLIC BENEFIT ET AL

SF Superior Court - Real Property / Housing Dept 501 - CGC23610467 - July 30, 2025 Hearing date: July 30, 2025 Case number: CGC23610467 Case title: BAYSIDE LASSEN, LLC, A DELAWARE LIMITED LIABILITY VS. ASIAN, INC., A CALIFORNIA NONPROFIT PUBLIC BENEFIT ET AL Case Number: | | CGC23610467 | Case Title: | | BAYSIDE LASSEN, LLC, A DELAWARE LIMITED LIABILITY VS. ASIAN, INC., A CALIFORNIA NONPROFIT PUBLIC BENEFIT ET AL | Court Date: | | 2025-07-30 09:30 AM | Calendar Matter: | | MOTION FOR SUMMARY ADJUDICATION And Notice Of Motion For Summary Adjudication On Its Declaratory Relief Cause Of Action; Memorandum Of Points And Authorities | Rulings: | | Real Property/Housing Court Law and Motion calendar for July 30, 2025, line 5.

Bayside Lassen, LLC's Motion for Summary Adjudication on its Declaratory Relief Cause of Action is GRANTED as to Issue Two and DENIED as to Issue One and Issue Three.

Summary adjudication is denied as to Issue One because there are multiple reasonable readings of whether the redemption structure of Bayside's purchase complied with the terms of the option. The Court's prior ruling on the lis pendens motion is not dispositive on this issue because this motion has different arguments, evidence, and burdens on the parties.

Summary adjudication is appropriate as to Issue Two because all three conditions precedent needed to occur for Asian's Right of First Refusal to be valid, and Asian did not dispute Bayside's Undisputed Material Facts 21-26.

Summary adjudication is denied as to Issue Three because there are multiple reasonable readings of Section 8.01(b) and Section 8.02(b)(i). The Court notes that moving party failed to offer an analysis of these provisions aside from what was in the separate statement. Section 8.01(b) appears to operate "not in limitation" of the contract's other provisions only when the General Partners are "acting unanimously" and in service of the "purpose of the Partnership." It is unclear how Section 8.01(b) functions otherwise because it is implausible to think that the General Partners could be "acting unanimously" while they "cannot agree" on a matter. =(501/GLW)

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Notice of contesting a tent ative ruling shall be provided by sending an email to the court to Department501ContestTR@sftc.org with a copy to all other parties stating, without argument, the portion(s) of the tentative ruling that the party contests. A party may not argue at the hearing if the opposing party is not so notified and the opposing party does not appear. | |