D.R. STEPHENS INDUSTRIAL PARTNERS, LLC, A VS. THERANOVA, L.L.C., A CALIFORNIA LIMITED LIABILITY ET AL

SF Superior Court - Real Property / Housing Dept 501 - CGC24615295 - July 7, 2025 Hearing date: July 7, 2025 Case number: CGC24615295 Case title: D.R. STEPHENS INDUSTRIAL PARTNERS, LLC, A VS. THERANOVA, L.L.C., A CALIFORNIA LIMITED LIABILITY ET AL Case Number: | | CGC24615295 | Case Title: | | D.R. STEPHENS INDUSTRIAL PARTNERS, LLC, A VS. THERANOVA, L.L.C., A CALIFORNIA LIMITED LIABILITY ET AL | Court Date: | | 2025-07-07 09:30 AM | Calendar Matter: | | DEMURRER to Amended CROSS COMPLAINT | Rulings: | | Real Property/Housing Court Law and Motion Calendar for July 7, 2025 line 2.

CROSS-DEFENDANT'S DEMURRER TO 2ND AMENDED CROSS-COMPLAINT is SUSTAINED, in part, and OVERRULED, in part

The demurrer to cause of action 1 is SUSTAINED with leave to amend to address the limitation of liability provision. Cross-Complainant's damages fall under this provision because Cross-Complaint alleges that it "cannot conduct business operations at the property," "the loss of clients who used TheraNova to manufacture medical devices," and being "forced to defend DR Stephens' lawsuit." There is no integration or statute of frauds problem here because the prior agreements are evidence of bad faith, mistake, and condition precedent. The Cross-Complaint also plausibly alleges a violation of a written term because the question of a breach boils down to whether the Cross-Defendant's withholding or delaying of consent to a modification was reasonable.

The demurrer to cause of action 2 is OVERRULED. The Cross-Complaint now plausibly alleges a mistake that was uncovered in 2023 through the parol evidence rule, which tolls the statute of limitations.

The demurrer to causes of action 3 and 4 are SUSTAINED with leave to amend facts supporting a violation of Civil Code Section 1950.8. The allegation that Cross-Defendant "required TheraNova to pay sums to modify its business that were not called for by the lease" is not sufficiently specific.

The demurrer to cause of action 6 is SUSTAINED with final leave to amend given Cross-Complainant received the benefit of the bargain from 2016-2023. The Court granted leave to amend this cause of action in its prior ruling sustaining the demurrer on this basis and the cause of action was not amended. =(501/CFH)

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