Culver City Mall v. Shanghai No. 1 Seafood Village CA2/1

Filed 2/29/24 Culver City Mall v. Shanghai No. 1 Seafood Village CA2/1 NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION ONE

CULVER CITY MALL LLC et al., B322183

Plaintiffs and Respondents, (Los Angeles County Super. Ct. No. 21STCV16837) v.

SHANGHAI NO. 1 SEAFOOD VILLAGE, INC., et al.,

Defendants and Appellants.

APPEAL from a judgment of the Superior Court of Los Angeles County, Michael L. Stern, Judge. Affirmed. _______________ P&N Law Firm, Ruben R. Newell and Pooja Patel for Defendants and Appellants. Ballard Spahr, Brian D. Huben and Nahal Zarnighian for Plaintiffs and Respondents.

Shanghai No. 1 Seafood Village, Inc. (Shanghai) and Eric Qian (Qian) appeal from a judgment against them in a breach of lease and guarantee lawsuit by Shanghai’s former landlords, Culver City Mall LLC (Culver City Mall) and Valencia Town Center Venture, L.P. (Valencia Mall) (collectively, the Malls). At trial, Shanghai and Qian argued that governmental restrictions on dine-in restaurants during the COVID-19 pandemic excused their obligations to pay rent. Their only challenge is to the sufficiency of the evidence to support the trial court’s findings in rejecting the pandemic-related affirmative defenses. As discussed below, we conclude that regardless of governmental restrictions or the challenged factual findings, the leases obligated the restaurants to pay rent. We affirm.

FACTUAL BACKGROUND Shanghai entered into two virtually identical leases (collectively, the leases) with the Malls. Qian personally guaranteed the lease with Valencia Mall. The leases required that Shanghai use the leased spaces solely for “the operation of an Azabu Sabo [the trade name for the restaurant listed in the agreements] Japanese restaurant.” The leases contain force majeure clauses addressing the possibility that either party is “delayed in the performance of its initial construction, or maintenance and/or repair obligations, by reasons of [, inter alia,] . . . Acts of God . . . restrictive governmental laws or controls; [or] judicial orders.” These clauses permit such delayed performance to “be excused for the period of the delay . . . provided, however, that the time for performance shall in no event be extended due to[, inter alia,] financial or economic problems of either party.” The force majeure clauses impose notice requirements as “a condition of [Shanghai]’s right to claim