JRK Investors, Inc. et al vs Fairfield Great Oaks LP et al

SUPERIOR COURT, STATE OF CALIFORNIA COUNTY OF SANTA CLARA Department 12 Honorable Nahal Iravani-Sani, Presiding Courtroom Clerk, Ryan Nguyen 191 North First Street, San Jose, CA 95113 Telephone: (408) 882-2230

DATE: 06/10/2026 TIME: 9:00 and 9:01 A.M.

LINE # CASE # CASE TITLE RULING LINE 1 22CV407623 Shiue-Mei Kou et al Motion: Order vs Chih-Ling Chou et al Please control click or scroll down to Line 1 LINE 2 24CV432761 JRK Investors, Inc. et Motion: Summary Judgment / Adjudication al vs Please control click or scroll down to Line 2 (for 2 & 3) Fairfield Great Oaks LP et al LINE 3 || || || LINE 4 24CV443124 Lozzie Jessie, IV Motion: Compel vs Zanotto’s Willow Glen, Defendant’s Motion to Compel Deposition of Dr. Sukhdeep Ahuja and Inc. Dr. Jennifer Bruha and Request for Monetary Sanctions Against Plaintiff.

The Court has received no opposition from Plaintiff. “[T]he failure to file an opposition creates an inference that the motion or demurrer is meritorious.” (Sexton v. Superior Court (1997) 58 Cal.App.4th 1403, 1410.) Good Cause Appearing, Defendant’s motion to compel is GRANTED. Sanctions are appropriate but the requested amount is excessive as the anticipated three hours for reviewing Plaintiff’s opposition and preparing reply brief is not applicable. Court GRANTS sanctions in the amount of $750.00 for costs incurred in bringing this action. If no one contests this tentative ruling, the amount will be further reduced by one hour.

Defendant to prepare the final order, accompanied by the necessary Forms EFS-020, within 10 days of the date of the hearing.

LINE 5 24CV450632 Subramanyam Motion: Compel Answers Ramaswamy vs Please control click or scroll down to Line 5 PPC Sage LLC et al

- oo0oo –

Calendar Lines 2-3 Case Name: JRK Investors, Inc., et al. v. Fairfield Great Oaks, LP, et al. Case No.: 24-CV-432761

Factual and Procedural Background

This is an action for fraud, breach of contract and related claims by plaintiffs JRK Investors, Inc. (“JRK”) and Duo Apartments Property Owner, LLC (“Duo”) (collectively, “Plaintiffs”) against defendants Fairfield Great Oaks, LP (“Fairfield Great Oaks”), Fairfield Development, LP (“Fairfield Development”) (collectively, “Fairfield Defendants”) and Air Systems, Inc. (“Air Systems”) (collectively, “Defendants”).

According to the first amended complaint (“FAC”), by early 2017, the Fairfield Defendants were in the process of developing a multi-family apartment complex commonly known as the Duo Apartments, located at 6670 Emergent Way and 6520 Gamma Way, San Jose, California (“Project” or “Property”). (FAC at ¶ 8.) Fairfield Development acted as the design-build general contractor responsible for all trade work on the Project. (Id. At ¶¶ 10, 36.) The Fairfield Defendants acted together in concert as developers of the Property. (Id. At ¶ 9.)

Among other attributes, the Project contained plumbing service from main lines running through the common corridor spaces and branch lines entering into each unit through the common walls. (FAC at ¶ 14.) On May 23, 2018, Fairfield Development entered into a subcontract with defendant Air Systems for the supply and installation of plumbing systems at the Project. (Id. At ¶ 15.)

On June 1, 2023, plaintiff JRK communicated it was interested in purchasing the Property and issued a draft letter of intent, which outlined the terms of its interest and requested information to confirm, among other things, the “[d]escription of any factor that might change or reduce the current use of the property” and copies of building plans and permits. (FAC at ¶ 24.)

On June 27, 2023, JRK and Fairfield Great Oaks entered into a Letter of Intent (“LOI”) under which JRK agreed to proceed to negotiate a final purchase and sale agreement. (FAC at ¶ 25.) The principal terms of the LOI included a compressed timeline in which to execute a purchase and sale agreement and thereafter complete due diligence and close the sale. (Ibid.)

Following execution of the LOI, JRK’s acquisition team had multiple conversations, communications, and meetings with Fairfield Defendants’ representatives concerning the purchase of the Project. (FAC at ¶ 29.) At no time during the negotiations did Fairfield Defendants indicate that the construction of the Project was performed in a manner that deviated from the building codes, rules and regulations, or otherwise failed to meet the standard of care of design or construction of similar plumbing and other systems. (Ibid.) Instead, throughout the due diligence process, Fairfield Defendants reaffirmed and misrepresented to JRK’s acquisition team that there were no significant plumbing defects. (Ibid.)

On August 2, 2023, JRK and Fairfield Great Oaks entered into a written agreement of sale for the purchase and sale of the Project and Property (“PSA”). (FAC at ¶ 32.) After execution of the PSA, and prior to closing of the sale, JRK engaged in additional discussions with Fairfield Defendants in connection with JRK’s due diligence for the sale. (Id. At ¶ 34.) But, at no time did the Fairfield Defendants disclose defective plumbing, fireproofing or piping work on the Project. (Ibid.) Subsequent to the close of the sale, JRK transferred the Property to Duo, who holds title. (Id. At ¶ 42.)

Upon taking possession of the Property, Plaintiffs discovered that plumbing work did not comply with applicable law, building codes or industry standards and was hidden concealed within or behind walls. (FAC at ¶ 22.) Plaintiffs allege the Fairfield Defendants knew or should have known that the plumbing and piping work, as examples, were not installed or performed according to the applicable codes, laws or industry standards but that the Fairfield Defendants failed to disclose those known conditions to Plaintiffs. (Ibid.)

By stipulation and order, filed November 12, 2025, Plaintiffs filed the operative FAC against Defendants alleging causes of action for: (1) fraudulent concealment [against Fairfield Defendants]; (2) negligent misrepresentation [against Fairfield Defendants]; (3) negligence [against Defendants]; (4) breach of contract [against Fairfield Defendants]; (5) breach of contract [against Air Systems]; (6) express indemnity [against Air Systems]; (7) declaratory relief [against Fairfield Defendants]; and (8) declaratory relief [against Air Systems].

On December 4, 2025, the Fairfield Defendants filed an answer setting forth a general denial and affirmative defenses.

On December 19, 2025, the Fairfield Defendants filed separate motions for summary judgment and summary adjudication to causes of action in the FAC.1 The Fairfield Defendants also filed requests for judicial notice in conjunction with the motions. Plaintiffs filed written oppositions. The Fairfield Defendants filed reply papers.

Trial is scheduled for April 5, 2027.

Motion for Summary Judgment, or in the Alternative, Summary Adjudication by Defendant Fairfield Development

The first, second, third, fourth and seventh causes of action in the FAC are alleged against defendant Fairfield Development. Fairfield Development moves for an order of summary judgment on the ground that Plaintiffs cannot raise any triable issue of material fact as to these claims and thus judgment should be entered as a matter of law. In the alternative, Fairfield Development moves for summary adjudication of the first, second, third, fourth, and seventh causes of action.

Request for Judicial Notice

“Judicial notice is the recognition and acceptance by the court, for use by the trier of fact or by the court, of the existence of a matter of law or fact that is relevant to an issue in the action

1 The Fairfield Defendants are represented by the same counsel of record.

without requiring formal proof of the matter.” (Poseidon Development, Inc. v. Woodland Lane Estates, LLC (2007) 152 Cal.App.4th 1106, 1117.)

In support of the motion, defendant Fairfield Development requests judicial notice of the following: (1) screenshots of plaintiff JRK’s website: (2) Plaintiffs’ FAC; and (3) the court’s order stating that “Plaintiffs’ First Amended Complaint is deemed filed and served as of the date the Court’s Order is entered and served on the Parties.” (See Request for Judicial Notice at Exs. A-C.)

Here, the court declines to take judicial notice of Exhibits B and C, Plaintiffs’ FAC and the court’s order regarding the FAC, as the court must necessarily consider allegations of the challenged pleading in addressing a motion for summary judgment and summary adjudication. (See Scolinos v. Kolts (1995) 37 Cal.App.4th 635, 640 [“On a motion for summary judgment, the issues are framed by the pleadings since it is those allegations to which the motion must respond.”].) The court also declines to take judicial notice of Exhibit A, screenshots of JRK’s website, as they are not relevant to resolving issues raised by the motion for reasons explained below. (See Jordache Enterprises, Inc. v. Brobeck, Phleger & Harrison (1998) 18 Cal.4th 739, 748, fn. 6 [a court need not take judicial notice of a matter unless it “is necessary, helpful, or relevant”].)

Accordingly, the request for judicial notice is DENIED.

Legal Standard

Any party may move for summary judgment. (Code Civ. Proc., § 437c, subd. (a); Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 843 (Aguilar).) “The 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.” (Code Civ. Proc., § 437c, subd. (c).) “The object of the summary judgment procedure is ‘to cut through the parties’ pleadings’ to determine whether trial is necessary to resolve their dispute. [Citation.]” (Spinks v. Equity Residential Briarwood Apartments (2009) 171 Cal.App.4th 1004, 1020.)

“[T]he party moving for summary judgment bears an initial burden of production to make a prima facie showing of the nonexistence of any triable issue of material fact...” (Aguilar, supra, 25 Cal.4th at p. 850.) “A prima facie showing is one that is sufficient to support the position of the party in question.” (Id. At p. 851.)

If a moving defendant makes the necessary initial showing, the burden of production shifts to the plaintiff to make a prima facie showing of the existence of a triable issue of material fact. (Code Civ. Proc., § 437c, subd. (p)(2); see Aguilar, supra, 25 Cal.4th at p. 850.)

A triable issue of material fact exists “if, and only if, the evidence would allow a reasonable trier of fact to find the underlying fact in favor of the party opposing the motion in accordance with the applicable standard of proof.” (Aguilar, supra, 25 Cal.4th at p. 850, fn. Omitted.) If the plaintiff opposing summary judgment presents evidence demonstrating the existence of a disputed material fact, the motion must be denied. (Id. At p. 856.)

Throughout the process, the trial court “must consider all of the evidence and all of the inferences drawn therefrom.” (Aguilar, supra, 25 Cal.4th at p. 856.) The moving party’s evidence is strictly construed, while the opponent’s is liberally construed. (Id. At p. 843.)

Similarly, “[a] party may seek summary adjudication on whether a cause of action, affirmative defense, or punitive damages claim has merit or whether a defendant owed a duty to a plaintiff. [Citation.] ‘A motion for summary adjudication...shall proceed in all procedural respects as a motion for summary judgment.’ [Citation.]” (California Bank & Trust v. Lawlor (2013) 222 Cal.App.4th 625, 630.)

“[S]ummary judgment (or summary adjudication) is a drastic remedy and should be used with caution. [Citation.] Because summary judgment is a drastic procedure all doubts as to the propriety of granting a motion for summary judgment should be resolved in favor of the party opposing the motion. [Citations.]” (Tully v. World Savings & Loan Assn. (1997) 56 Cal.App.4th 654, 660; see Kernan v. Regents of University of California (2022) 83 Cal.App.5th 675, 684 [“The drastic remedy of summary judgment may not be granted unless reasonable minds can draw only one conclusion from the evidence.”].)

First Cause of Action: Fraudulent Concealment

“The elements of fraudulent concealment are ‘(1) concealment or suppression of a material fact; (2) by a defendant with a duty to disclose the fact to the plaintiff; (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 not have acted as he or she did if he or she had known of the concealed or suppressed fact; and (5) plaintiff sustained damage as a result of the concealment or suppression of the fact.’ [Citation.]” (Aton Center, Inc. v. United Health Care Ins. Co. (2023) 93 Cal.App.5th 1214, 1246.)

“ ‘The purpose of a summary judgment proceeding is to permit a party to show that material factual claims arising from the pleadings need not be tried because they are not in dispute.’ [Citation.] ‘The function of the pleadings in a motion for summary judgment is to delimit the scope of the issues: the function of the affidavits or declarations is to disclose whether there is any triable issue of fact within the issues delimited by the pleadings.’ [Citations.] The complaint measures the materiality of the facts tendered in a defendant’s challenge to the plaintiff’s cause of action. [Citation.]” (FPI Development, Inc. v. Nakashima (1991) 231 Cal.App.3d 367, 381 (FPI Development).)

“The role of the pleadings in measuring materiality is supplemented by rules directly applicable to a summary judgment proceeding. The parties must submit ‘separate statements’ identifying each of the material facts in dispute with reference to the supporting evidence. [Citation.] The motion or opposition thereto must be supported by facts in the form of ‘affidavits, declarations, admissions, answers to interrogatories, depositions, and matters of which judicial notice shall or may be taken.’ [Citation.]

In a properly pleaded case this showing addresses the matters of fact put in issue by the pleadings, for properly drafted pleadings aver the ultimate facts which constitute the cause of action or defense thereto. [Citation.] In a summary judgment proceeding the factual submissions of the parties must track these averments by providing evidence of the ultimate facts averred. Because of this relationship, in the absence of an appropriate objection, some defects in the pleading of an ultimate fact may be remedied by resort to a factual showing in the summary judgment

proceeding. In this manner the pleadings may be read together with the factual showings in the summary judgment proceeding for purposes of discerning what is in issue.” (FPI Development, supra, 231 Cal.App.3d at p. 382.)

“The procedure for resolving a summary judgment motion presupposes that the pleadings are adequate to put in issue a cause of action or defense thereto. [Citation.] However a pleading may be defective in failing to allege an element of a cause of action or in failing to intelligibly identify a defense thereto. In such a cause, the moving party need not address a missing element or, obviously, respond to assertions which are unintelligible or make out no recognizable legal claim. The summary judgment proceeding is thereby necessarily transmuted into a test of the pleadings and the summary judgment motion into a motion for judgment on the pleadings.

In these circumstances it has been said that a defendant’s ‘motion for summary judgment necessarily includes a test of the sufficiency of the complaint and as such is in legal effect a motion for judgment on the pleadings.’ [Citation.]” (FPI Development, supra, 231 Cal.App.3d at p. 382.)

A motion for judgment on the pleadings tests the legal sufficiency of factual allegations in the complaint. (Lee v. Kotyluk (2021) 59 Cal.App.5th 719, 728.) Like a demurrer, a motion for judgment on the pleadings challenges only defects on the face of the complaint. (Ibid.)

On summary judgment, defendant Fairfield Development argues in part that the fraudulent concealment claim fails as Plaintiffs have no evidence establishing a duty to disclose. (See Motion at pp. 12:5-13:1.)

“To maintain a cause of action for fraud through nondisclosure or concealment of facts, there must be allegations demonstrating that the defendant was under a legal duty to disclose those facts.” (Los Angeles Memorial Coliseum Commission, et al. v. Insomniac, Inc., et al. (2015) 233 Cal.App.4th 803, 831.) “A duty to disclose a material fact can arise if (1) it is imposed by statute; (2) the defendant is acting as the plaintiff’s fiduciary or is in some other confidential relationship with the plaintiff that imposes a disclosure duty under the circumstances; (3) the material facts are known or accessible only to the defendant, and the defendant knows those facts are not known or reasonably discoverable by the plaintiff (i.e., exclusive knowledge); (4) the defendant makes representations but fails to disclose other facts that materially qualify the facts disclosed or render the disclosure misleading (i.e. partial concealment); or (5) the defendant actively conceals discovery of material fact from the plaintiff (i.e., active concealment).” (Rattagan v.

Uber Technologies, Inc. (2024) 17 Cal.5th 1, 40.)

Here, Plaintiffs do not allege facts establishing a duty of disclose against either defendant and thus fail to state a valid cause of action. The fraudulent concealment claim also includes both non-disclosures and affirmative misrepresentations. (See FAC at ¶¶ 54, 56-58.) Thus, it appears Plaintiffs are attempting to allege both a fraudulent concealment cause of action and an intentional misrepresentation claim. Plaintiffs concede as much in their opposition where, in a footnote, they confirm the existence of affirmative fraud and non-disclosure while reserving the right to add a claim for affirmative fraud. (See Plaintiffs’ OPP at p. 14, fn. 3.)

Based on these pleading concerns, the court finds that it is in the best of interest of all parties to treat the motion for summary judgment to the first cause of action as a motion for judgment on the pleadings. The court will afford Plaintiffs leave to amend the fraudulent concealment cause

of action to allege facts establishing a duty to disclose and separately allege a claim for affirmative fraud based on any misrepresentations. Should defendant Fairfield Development take issue with the amended fraudulent concealment claim and/or misrepresentation cause of action, it can file the appropriate pleading motion for demurrer, motion for judgment on the pleadings (after the filing of an answer), or dispositive motion for summary judgment or summary adjudication.

Therefore, the motion for summary judgment is DENIED. The motion for judgment on the pleadings to the first cause of action is GRANTED WITH 30 DAYS LEAVE TO AMEND. (See City of Stockton v. Super. Ct. (2007) 42 Cal.4th 730, 747 [if the plaintiff has not had an opportunity to amend the pleading in response to a motion challenging the sufficiency of the allegations, leave to amend is liberally allowed as a matter of fairness, unless the pleading shows on its face that it is incapable of amendment].) Having granted the motion for judgment on the pleadings, the court declines to address the remaining grounds on the motion for summary judgment and summary adjudication.

Second Cause of Action: Negligent Misrepresentation

“The elements of a negligent misrepresentation are ‘(1) the misrepresentation of a past or existing material fact, (2) without reasonable ground for believing it to be true, (3) with intent to induce another’s reliance on the fact misrepresented, (4) justifiable reliance on the misrepresentation, and (5) resulting damage.’ [Citation.]” (Tindell v. Murphy (2018) 22 Cal.App.5th 1239, 1252.)

In the second cause of action, the court again finds similar pleading deficiencies as the negligent misrepresentation claim improperly relies on both misrepresentations and nondisclosures. (See FAC at ¶¶ 64, 66-68.) Thus, the court also treats the second cause of action as a motion for judgment on the pleadings so Plaintiffs can properly amend and allege a valid claim based on misrepresentations, not concealment of facts. Furthermore, amendment appears appropriate given that Plaintiffs will also be amending the first cause of action for reasons explained above.

Consequently, the motion for judgment on the pleadings to the second cause of action is GRANTED WITH 30 DAYS LEAVE TO AMEND. Having granted the motion for judgment on the pleadings, the court declines to address the remaining grounds on the motion for summary adjudication.

Third Cause of Action: Negligence

“The essential elements of a cause of action for negligence are: (1) the defendant’s legal duty of care toward the plaintiff; (2) the defendant’s breach of duty – the negligent act or omission; (3) injury to the plaintiff as a result of the breach – proximate or legal cause; and (4) damage to the plaintiff.” (Leyva v. Garcia (2018) 20 Cal.App.5th 1095, 1103.)

On summary adjudication, defendant Fairfield Development asserts that plaintiff JRK, through execution of the PSA, expressly agreed to release Fairfield Development from certain claims, including negligence, relating to the condition of the Property.

“A release may negate the duty element of a negligence action. Contract principles apply when interpreting a release, and ‘normally the meaning of contract language, including a release, is a legal question.’ [Citation.]” (Benedek v. PLC Santa Monica (2002) 104 Cal.App.4th 1351, 1356 (Benedek).)

“A written release may exculpate a tortfeasor from future negligence or misconduct. [Citation.] To be effective, such a release ‘must be clear, unambiguous, and explicit in expressing the intent of the subscribing parties.’ [Citation.] The release need not achieve perfection. [Citation.]” (Benedek, supra, 104 Cal.App.4th at p. 1356.)

“In the absence of extrinsic evidence, the scope of a release is determined by the express language of the release. [Citation.] The express terms of the release must be applicable to the particular negligence of the defendant, but every possible specific act of negligence of the defendant need not be spelled out in the agreement. [Citation.] When a release expressly releases the defendant from any liability, it is not necessary that the plaintiff have had a specific knowledge of the particular risk that ultimately caused the injury. [Citation.] If a release of all liability is given, the release applies to any negligence of the defendant.” (Benedek, supra, 104 Cal.App.4th at p. 1357.)

In support, defendant Fairfield Development directs the court to Section 7(a) of the PSA which provides in relevant part:

“Purchaser hereby releases Seller, Fairfield Development L.P., FF Properties L.P., FF Properties II LP, Fairfield Residential Holdings LLC, Fairfield Residential Company LLC and, Fairfield Investment Company LLC, together with all of their respective direct or indirect members, managers, partners, officers, directors, employees, representatives, agents, shareholders, trustees and/or beneficiaries and all their respective current and former affiliates, heirs, successors, assigns, predecessors, attorneys, agents and related entities (each a “Seller Related Party” and collectively the “Seller Related Parties”) from any and all liability in connection with any claims (including but not limited to all health and medical claims) which Purchaser may have against any of the Seller Related Parties, and Purchaser hereby agrees not to assert any claims, for damage, loss, compensation, contribution, cost recovery or otherwise, against any of the Seller Related Parties, whether in tort, contract, or otherwise, relating directly or indirectly to the condition of the Property...” (See Fairfield Development’s Separate Statement of Undisputed Facts [“SSUF”] at Nos. 197-198.)

But, as the opposition points out, there is a question as to whether the Fairfield Defendants induced plaintiff JRK to enter into the PSA through fraud. (See OPP at p. 24:2-13.) If so, the PSA could be subject to rescission and the release relied upon by Fairfield Development would have no force and effect. (See Persson v. Smart Inventions, Inc. (2005) 125 Cal.App.4th 1141, 1153 [“It is settled law that if a defrauded party is induced by false representations to execute a contract, the party has the option of rescinding the contract or affirming it and recovering damages for the fraud.”].)

It is not yet clear if the Fairfield Defendants engaged in fraud as the court has allowed Plaintiffs to amend the fraud claims for reasons articulated above. Thus, the court, at this time, finds that summary adjudication is not warranted as Plaintiffs may still be able to allege and maintain a valid fraud claim.

Accordingly, the motion for summary adjudication to the third cause of action is DENIED. The court’s ruling is without prejudice to defendant Fairfield Development raising this argument in a subsequent motion for summary judgment or summary adjudication after the filing of an amended pleading.

Fourth Cause of Action: Breach of Contract

“To establish a cause of action for breach of contract, the plaintiff must plead and prove (1) the existence of the contract, (2) the plaintiff’s performance or excuse for nonperformance, (3) the defendant’s breach, and (4) resulting damages to the plaintiff.” (Maxwell v. Dolezal (2014) 231 Cal.App.4th 93, 97-98.)

“Contract formation requires mutual consent, which cannot exist unless the parties ‘agree upon the same thing in the same sense.’ [Citations.] ‘If there is no evidence establishing a manifestation of assent to the “same thing” by both parties, then there is no mutual consent to contract and no contract formation.’ [Citation.] ‘Mutual assent is determined under an objective standard applied to the outward manifestations or expressions of the parties, i.e., the reasonable meaning of their words and acts, and not their unexpressed intentions or understandings.’ [Citations.]” (Bustamante v. Intuit, Inc. (2006) 141 Cal.App.4th 199, 208 (Bustamante).)

“Where the existence of a contract is at issue and the evidence is conflicting or admits of more than one inference, it is for the trier of fact to determine whether the contract actually existed. But if the material facts are certain or undisputed, the existence of a contract is a question for the court to decide. [Citation.]” (Bustamante, supra, 141 Cal.App.4th at p. 208.)

On summary adjudication, defendant Fairfield Development argues there is no viable claim for breach of contract as it was not a party to the PSA. (See Fairfield Development’s SSUF at Nos. 120-179.) This argument is persuasive as the breach of contract claim arises from the PSA entered into between plaintiff JRK and defendant Fairfield Great Oaks. (See FAC at ¶ 80.) And, the FAC specifically alleges breaches by Fairfield Great Oaks for failing to perform or properly perform its obligations under the PSA. (Id.

At ¶ 84.) Plaintiffs appear to concede this argument as they do not address this point in their opposition and thus fail to raise any triable issue of material fact. (See Sehulster Tunnels/Pre-Con v. Traylor Brothers, Inc. (2003) 111 Cal.App.4th 1328, 1345, fn. 16 [failure to address point is “equivalent to a concession”]; see also Westside Center Associates v. Safeway Stores 23, Inc. (1996) 42 Cal. App. 4th 507, 529 [failure to challenge a contention in a brief results in the concession of that argument].)

Therefore, the motion for summary adjudication to the fourth cause of action is GRANTED.

Seventh Cause of Action: Declaratory Relief

Code of Civil Procedure section 1060, which governs actions for declaratory relief, provides: “Any person interested under a written instrument ..., or under a contract, or who desires a declaration of his or her rights or duties with respect to another ...may, in cases of actual controversy relating to the legal rights and duties of the respective parties, bring an original action ... for a declaration of his or her rights and duties in the premises, including a

determination of any question of construction or validity arising under the instrument or contract.”

“Summary judgment is appropriate in a declaratory relief action when only legal issues are presented for the court’s determination. [Citation.] The defendant’s burden in a declaratory relief action ‘is to establish the plaintiff is not entitled to a declaration in its favor. It may do this by establishing (1) the sought-after declaration is legally incorrect; (2) undisputed facts do not support the premise for the sought-after declaration; or (3) the issue is otherwise not one that is appropriate for declaratory.’ [Citation.]” (California Public Records Research, Inc. v. County of Yolo (2016) 4 Cal.App.5th 150, 185.)

On summary adjudication, defendant Fairfield Development contends there is no viable claim for declaratory relief as it was not a party to the PSA. While the seventh cause of action refers to the PSA, the declaratory relief claim arises from an actual controversy regarding the enforceability of the releases in the PSA. Plaintiffs specifically allege that:

“An actual controversy now exists between Plaintiff JRK and Fairfield Defendants with respect to the rights and duties of the parties regarding the enforceability of any releases in the PSA as a result of the false and misleading statements, representations and omissions by Fairfield Defendants with respect to the defects, errors and the hidden and concealed conditions in the Project and Property constructed by Fairfield Defendants and sold to Plaintiff JRK without disclosure.” (FAC at ¶ 106, emphasis in bold added.)

Even though Fairfield Development is not a named party to the PSA, the entity is identified in Section 7 of the agreement as a “Seller Related Party” subject to certain releases contained therein. (See Plaintiffs’ Additional Facts at No. 57; Schnarr Decl. at Ex. D.) Thus, the fact that Fairfield Development is not a named party to the PSA is not fatal to resolving the declaratory relief cause of action. (See Otay Land Co. v. Royal Indemnity Co. (2008) 169 Cal.App.4th 556, 562 [“The fundamental basis of declaratory relief is the existence of an actual, present controversy over a proper subject.”]; see also Meyer v.

Sprint Spectrum L.P. (2009) 45 Cal.4th 634, 647 [“Code of Civil Procedure section 1060 does not require a breach of contract in order to obtain declaratory relief, only an ‘actual controversy.’ ”].) Furthermore, Fairfield Development’s own motion seeks to rely on these releases in challenging the third cause of action for negligence as articulated above. Therefore, the court finds Plaintiffs have a viable claim for declaratory relief in this action.

Consequently, the motion for summary adjudication to the seventh cause of action is DENIED.

Motion for Summary Adjudication by Defendant Fairfield Great Oaks

Defendant Fairfield Great Oaks seeks an order of summary adjudication with respect to the first and second causes of action.

Request for Judicial Notice

The request for judicial notice is DENIED for the same reasons stated above in connection with the court’s order addressing the motion for summary judgment and summary adjudication by defendant Fairfield Development.

First Cause of Action: Fraudulent Concealment

The motion for judgment on the pleadings to the first cause of action is GRANTED WITH 30 DAYS LEAVE TO AMEND for reasons stated above in the court’s order addressing the motion for summary judgment and summary adjudication by defendant Fairfield Development.

Second Cause of Action: Negligent Misrepresentation

The motion for judgment on the pleadings to the second cause of action is GRANTED WITH 30 DAYS LEAVE TO AMEND for reasons stated above in the court’s order addressing the motion for summary judgment and summary adjudication by defendant Fairfield Development.

Disposition

The motion for summary judgment to the FAC by defendant Fairfield Development is DENIED.

The motion for judgment on the pleadings to the first and second causes of action by defendant Fairfield Development is GRANTED WITH 30 DAYS LEAVE TO AMEND.

The motion for summary adjudication to the third and seventh causes of action by defendant Fairfield Development is DENIED.

The motion for summary adjudication to the fourth cause of action by defendant Fairfield Development is GRANTED.

The motion for judgment on the pleadings to the first and second causes of action by defendant Fairfield Great Oaks is GRANTED WITH 30 DAYS LEAVE TO AMEND.

The court will prepare the order.

- oo0oo –