Home of the Ministering Angel v. Seneca Family of Agencies

Corporation Grant Deed (Deed) conveying title from Plaintiff to CARC was recorded on 5/5/1987. (FAC ¶ 8, Ex. 1.) Seneca holds title to the Property as a successor-in-interest to CARC. (FAC ¶ 3.)

Exhibit B of the Deed provides as follows:

“From the date of recordation of this deed, the property cannot be sold or transferred to another party other than the Home of Ministering Angel, unless The Home of Ministering Angel declines to purchase the property in writing. The sales price to the Home of the Ministering Angel during the next ten (10) years shall be $760,000.00.” (FAC ¶ 9, Ex. 1 at Ex. B.)

Plaintiff alleges “Seneca has entered into an agreement to sell the property to a third-party for profit entity without first having given notice to Plaintiff of the proposed sale or after having given Plaintiff the opportunity to repurchase the property at the sales price of $760,000.00, as adjusted for inflation.” (FAC ¶ 19.) Plaintiff seeks “a judicial determination of its right to repurchase the Property and the invalidity of any purported sale or transfer of the Property in contravention of that right.” (FAC ¶ 25.) Plaintiff also alleges it “tendered, or is ready and willing to tender, the sum of $760,00.00 adjusted for inflation as the purchase price . . . .” (FAC ¶ 27.)

Legal Standard

Any party or a non-party having an interest in the property affected by a notice of lis pendens may move for expungement any time after the lis pendens is recorded on several grounds, including the claimant cannot prove the probable validity of the real property claim. (Code Civ. Proc., §§ 405.30, 405.32.) An action has “probable validity” only if “it is more likely than not that the claimant will obtain a judgment against the defendant on the claim.” (Code Civ. Proc., § 405.3.) Where the motion is made on the grounds that the action does not involve a real property claim or the action lacks probable validity, the claimant who filed the lis pendens has the burden of proof. (Code Civ.

Proc., §§ 405.1, 405.30, 405.31, 405.32.) If the claimant fails to meet his or her burden, the court must order that the notice be expunged and may not order an undertaking be given as a condition of expunging the notice. (Code Civ. Proc., §§ 405.31, 405.32.)

Merits

Plaintiff recorded a lis pendens against the Property on 7/22/25. (RJN, Ex. 3.) Thus, as the claimant, Plaintiff bears the burden of establishing probable validity of the real property claim.

Seneca argues Plaintiff cannot prove the probable validity of its quiet title claim on several grounds, including the option stated in Exhibit B of the Deed (1) Plaintiff cannot prove ability, or

willingness, to tender payment; (2) violates the Statute of Frauds; and (3) expired by operation of law over 20 years ago.

Tender

To prevail, Plaintiff must prove it is entitled to specific performance. “[I]t is axiomatic that to obtain specific performance, a buyer must prove not only that he was ready, willing and able to perform at the time the contract was entered into but that he continued ready, willing and able to perform at the time suit was filed and during the prosecution of the specific performance action.” (C. Robert Nattress & Assocs. v. Cidco (1986) 184 Cal.App.3d 55, 64 [cleaned up]; see also Gaggero v. Yura (2003) 108 Cal.App.4th 884, 891 [a buyer “may not refuse to divulge this specific financial information after putting his ability to purchase the . . . property directly at issue by the allegations in his complaint.”].)

Here, Plaintiff has not presented any evidence ready, willing or able to tender. Seneca, on the other hand, presented evidence that Plaintiff is not. Namely, Plaintiff’s PMQ testified that Plaintiff does not have $760,000 on deposit in its bank account. (Averett Decl. ¶ 8, Ex. G [Small Dep.], at 73:15-76:16.) When asked if Plaintiff ever tendered, or was now willing to tender, Plaintiff’s PMQ responded: “Never.” (Id. at 71:8-11.) Plaintiff’s counsel refused to allow the PMQ to answer questions about Plaintiff’s ability to pay and Plaintiff has not presented evidence of its ability to pay with its opposition. (Id. at 73:15-76:16.) Thus, Plaintiff has failed to meet its initial burden of proving the probable validity of its claim.

Statute of Frauds

Under the statute of frauds, an agreement for the sale of real property is invalid unless it is in writing signed by the person to be charged. (Civ. Code, § 1624, subd. (a)(5); see also Woods v. Bradford (1967) 254 Cal.App.2d 501, 505 [option agreements to purchase real property must satisfy the statute of frauds].) To satisfy the statute of frauds, any “contract for the sale of real property must identify the buyer, the seller, the price, and the property.” (Sterling v. Taylor (2007) 40 Cal.4th 757, 772.) “If the writing includes the essential terms of the parties’ agreement, there is no bar to the admission of relevant extrinsic evidence to explain or clarify those terms.” (Id. at p. 762 [emphasis added].) However, “[b]ecause the memorandum itself must include the essential contractual terms, it is clear that extrinsic evidence cannot supply those required terms.” (Id. at p. 767.)

“Option agreements have generally been held or recognized to be sufficiently definite as to price to justify their enforcement if either a specific price is provided in the agreement or a practicable mode is provided for the court to determine price without any new expression by the parties themselves.” (Goodwest Rubber Corp. v. Munoz (1985) 170 Cal.App.3d 919, 921 [holding option agreement

that specified “fair market value” as the purchase price “does not require future agreement of the buyer and seller” and was “a proper substitute for a specific purchase price and will support an action for specific performance.”].)

Here, the option only contains a purchase price for the ten year period after the 1987 recordation date. It does not contain either a purchase price or a practicable mode for determining the price after the ten year period expired in 1998. Therefore, the option is unenforceable.

Plaintiff contends absence of the purchase price does not void the contract; instead, courts use reasonable fair market value to determine the purchase price. This argument fails. To support its contention, Plaintiff cites Civil Code section 1611, which provides: “When a contract does not determine the amount of the consideration, nor the method by which it is to be ascertained, or when it leaves the amount thereof to the discretion of an interested party, the consideration must be so much money as the object of the contract is reasonably worth.”

However, the statute of frauds stated in Section 1624 is a more specific statute that qualifies the more general Section 1611. (See Civ. Code, § 3534 [“Particular expressions qualify those which are general.”].) Plaintiff fails to cite any case decided after Sterling, supra, that applied Section 1611 to supply the purchase price for a contract for an interest in real property. In addition, Plaintiff’s cited authorities are distinguishable as none concern the elements necessary to satisfy the statute of frauds.

Plaintiff also argues the FAC alleges that the post-ten-year repurchase price is $760,000 as adjusted for inflation, which is a formulation that is independently ascertainable. This argument fails as well. While the FAC alleges Plaintiff has a right to repurchase the Property after ten years for $760,000 as adjusted for inflation (see FAC ¶ 19), the option itself is silent as to the sale price after ten years. (FAC, Ex. 1 at Ex. B.) Even if extrinsic evidence were admissible to supply a material term, Plaintiff has not submitted any such evidence.

In fact, Seneca submitted evidence showing Plaintiff has no such evidence. For instance, Plaintiff’s PMQ testified there is no document that uses the phrase “as adjusted for inflation.” (Averett Decl., ¶ 8, Ex. G [Small Dep.] at 69:5-8; see also Averett Decl., ¶ 7, Ex. F, at p. 21:27-28 [stating Plaintiff is “unaware of the terms that would be part of the ‘AGREEMENT’ not expressly established by way of a writing.”].)

The option therefore does not satisfy the statute of frauds and is unenforceable. Accordingly, Plaintiff has not met its burden of showing the probable validity of its real property claim.

Marketable Record Title Act

Seneca argues the option expired over 20 years ago pursuant to the Marketable Record Title Act (MRTA) (Civ. Code, § 880.020 et seq.)

Civil Code Section 884.010 provides, in relevant part: “If a recorded instrument creates or gives constructive notice of an option to purchase real property, the option expires of record if no conveyance, contract, or other instrument that gives notice of exercise or extends the option is recorded within the following times: [¶] (a) Six months after the option expires according to its terms. [¶] (b) If the option provides no expiration date, six months after the date the instrument that creates or gives constructive notice of the option is recorded.” (Civ. Code, § 884.010, subds. (a), (b).)

The purpose of the MRTA is “to simplify and facilitate real property title transactions in furtherance of public policy by enabling persons to rely on record title to the extent provided in this title, with respect to the property interests specified in this title, subject only to the limitations expressly provided in this title and notwithstanding any provision or implication to the contrary in any other statute or in the common law. This title shall be liberally construed to effect the legislative purpose.” (Civ. Code, § 880.020, subd. (b).)

Here, the option expired either on 11/6/1987, i.e. six months after the 5/5/1987 recordation date, as stated in the first sentence of the option, or on 11/6/97 at the latest, i.e. six months after expiration of the ten-year term stated in the second sentence of the option.

Plaintiff does not dispute that the MRTA applies to the second sentence. However, Plaintiff contends the MRTA does not apply to the first sentence because it is not an option but a restrictive covenant on the power of alienation.

Plaintiff’s argument fails because “a right of first refusal is a species of option to purchase[.]” (Smyth v. Berman (2019) 31 Cal.App.5th 183, 192.) Section 884.010 applies to any “recorded instrument [that] creates or gives constructive notice of an option to purchase real property.” The first sentence of Exhibit B creates such an option since it prevents the sale of the Property to any third party unless Plaintiff “declines to purchase the property in writing”. Therefore, the MTRA applies to the first sentence of Exhibit B.

This interpretation furthers the purpose of the MRTA to “simplify and facilitate real property title transactions in furtherance of public policy by enabling persons to rely on record title . . . .” (Civ. Code., § 880.020, subd. (b); see also subd. (a)(2) [“Interests in real property and defects in titles created at remote times, whether or not of record, often constitute unreasonable restraints on alienation and marketability of real property . . . .”].)

Thus, Plaintiff has not established the probable validity of its real property claim.

Because Plaintiff’s real property claim does not have probable validity on three separate grounds, the court need not address Seneca’s remaining arguments.

The motion is GRANTED.

Attorney Fees

A prevailing party on a motion to expunge a lis pendens is entitled to recover “reasonable attorney’s fees and costs of making or opposing the motion unless the court finds that the other party acted with substantial justification or that other circumstances make the imposition of attorney's fees and costs unjust.” (Code Civ. Proc., § 405.38.)

Here, Seneca is the prevailing party. Plaintiff has not established substantial justification for opposing the motion or other circumstances making the imposition of fees and costs unjust.

Seneca requests attorney fees and costs in the amount of $159,207.63. (Robinson Decl., ¶¶6-7, Exs. J, K.) Based on the supporting declaration, this amount includes tasks over the past five months, including “factual investigation, preliminary and subsequent legal research, preparation and propounding of written discovery, subsequent enforcement of that discovery (e.g., repeated meet and confer efforts, reviewing multiple iterations of Plaintiff’s responses to discovery, preparing and filing ensuing motions to compel), preparing for and taking the deposition of Plaintiff’s designated ‘person most qualified,’ digesting all of the foregoing, along with our drafting, polishing and filing of the actual motion and supporting papers.” (Id., ¶¶ 4, 6.) These tasks are not limited to making the motion. Thus, Seneca’s attorney fee request is unreasonable in amount.

No later than nine court days before the continued hearing date, Seneca is ordered to file a supplemental declaration and billing statements for tasks associated with conducting legal research, preparing the motion, reviewing the opposition, preparing the reply, and attending the hearing. Plaintiff may file a supplemental reply not more than three pages addressing the fees no later than five court days before the continued hearing date.

4. MONSTER ENERGY COMPANY VS. C.H. ROBINSON WORLDWIDE, INC. 2026-01537801 MOTION FOR ORDER TO STAY PROCEEDINGS

Defendant C.H. Robinson Worldwide, Inc’s Motion to Stay Proceedings is GRANTED. The Court exercises its discretion and ORDERS this proceedings stayed pending the resolution of the proceedings on the same issues