2018-00225669-CU-BC

Kamar Singh vs. Josh Bottfeld Trust

Nature of Proceeding: Motion to File 2nd Amended Complaint

Filed By: Thomas, Michael W.

Plaintiffs Kamar Singh and Kent Hoggan’s motion for leave to file a second amended complaint is denied without prejudice.

Plaintiffs filed the complaint in this action on January 22, 2018 alleging causes of action for declaratory judgment, promissory estoppel, specific performance, breach of contract and breach of the implied covenant of good faith and fair dealing. Plaintiffs allege that they are the assignees of an agreement to purchase real property (“Agreement”) that was entered into between SAVS Energy, LLC (“SAVS”) and Defendants on or about January 12, 2017. They allege that SAVS assigned the Agreement to them. They allege that SAVS made $30,000 in deposits and that the transaction was originally scheduled to close on April 27, 2017. They allege that before closing they learned that an adjoining land owner (Lennar) required substantial infrastructure changes to the subject property and that governmental approvals would be required. Plaintiffs allege that Defendants did not disclose these facts. They allege

that they have expended over $100,000 in engineering and development costs based on Defendants’ representations that they would extend the closing date until completion of the lot line adjustment and reconfigurations, including the necessary governmental approvals. They allege that Defendants abruptly attempted to cancel the Agreement in January 2018.

Plaintiffs seek leave to amend “to better allege the facts recently discovered regarding Defendants breach of Purchase Agreement leading to undisclosed material changes to the Property.” (Mot. 2:16-19.) Plaintiffs’ counsel declares that since the complaint was filed, Plaintiffs discovered additional details of meetings between Defendants and Lennar Homes regarding material changes to the tentative map and lot lines in violation of the Purchase Agreement and which constitutes an anticipatory breach. (Thomas Decl. ¶ 2.) There are no further details and no indication as to when these new facts were discovered. The proposed SAC only contains causes of action for declaratory relief, breach of contract and breach of the implied covenant of good faith and fair dealing. The proposed SAC removes the causes of action for promissory estoppel and specific performance.

Defendants oppose the motion on the basis that Plaintiffs are simply seeking to present a moving target and stave off their motion for summary judgment. The instant motion was scheduled after the motion for summary judgment which was heard on October 12, 2018. To that end, the Court granted summary adjudication as to the first cause of action for declaratory relief and the second cause of action for promissory estoppel. The Court denied summary adjudication as to the third, fourth and fifth causes of action for breach of contract, specific performance and breach of the implied covenant of good faith and fair dealing.

It is well established that California courts have a policy of great liberality in allowing amendments at any stage of the proceeding so as to dispose of cases upon their substantial merits where the authorization does not prejudice the substantial rights of others. Indeed, it is a rare case in which “a court will be justified in refusing a party leave to amend his or her pleading so that he or she may properly present his or her case. Thus, absent a showing of prejudice to the adverse party, the rule of great liberality in allowing amendment of pleadings will prevail. Board of Trustees v. Superior Court (2007) 149 Cal. App. 4th 1154, 1163. Moreover, Section 473 of the Code of Civil Procedure authorizes the trial court, in its discretion, to allow amendments in furtherance of justice. The policy of great liberality in permitting amendments at any stage of the proceeding has been declared by our courts. Klopstock v. Superior Court (1941) 17 Cal.2d 13, 19-20.

Here, as seen from the opposition, Plaintiffs offer no detail as to when they discovered the new facts that give rise to the motion. Again, Plaintiffs’ counsel’s declaration states that since the complaint was filed they discovered additional details of meetings between Defendants and Lennar Homes regarding material changes to the tentative map and lot lines. (Thomas Decl. ¶ 2.) However, as pointed out by Defendants, the proposed SAC contradicts that statement in that it alleges that Plaintiffs learned that Defendants met with Lennar regarding the changes to the tentative map in December 2017. (Thomas Decl. Exh. 1, ¶ 18 [proposed SAC].) In addition, Plaintiff Singh testified at his July 3, 2018 deposition that Lennar approached Defendants’ agent in December 2017 regarding changing the tentative map. (Corrick Decl. Exh. C, 26:1-7 [26:1-7, 39:2-7].) Plaintiffs’ proposed SAC and Plaintiff Singh’s deposition testimony establish that the purported new facts are not actually new facts and were known to

Plaintiffs prior to the time the complaint was filed on January 22, 2018. Plaintiffs’ failure to describe when they discovered these purported new facts in light of the opposition showing that they were aware of the facts prior to the filing of the instant complaint is a basis to deny the instant motion.

Further, the proposed amended complaint does not appear necessary. To that end the breach of contract cause of action in the proposed SAC does not differ in any material way from the FAC. The FAC alleges that Defendants “materially breached the Gerber Contract when they failed to disclose material changes regarding the requirements to develop the Gerber Properties and encouraged Plaintiffs….to expend

additional sums for engineering and entitlement.” (FAC ¶ 31.) The proposed SAC contains that identical language and seeks to add the allegation that “Defendants materially and anticipatorily breached the Gerber Contract when they met with Lennar Homes to change the tentative map and lot lines…” (Thomas Decl. Exh. 1 ¶ 29.) Plaintiffs fail to explain why the amendment is needed given that the FAC already sets forth allegations that Defendant breached the subject agreement by failing to disclose material changes regarding the requirements to develop the property. These allegations appear to encompass the proposed allegations that Defendants breached the agreement by changing the tentative map. Plaintiffs fail to explain why the proposed SAC is necessary in light of the existing allegations in the FAC. Again, the motion for summary adjudication was filed and heard before this motion was heard; no request for a continuance was made by Plaintiffs. Ultimately, seen in this light, the proposed amendments are not materially different from the operative complaint when the summary adjudication motion was filed.

In reality, the motion appears to be an attempt to stave off Defendants’ motion for summary judgment, which in any event, the Court has already ruled upon. Yet Plaintiffs have failed to provide any new facts and have not explained why they delayed in seeking leave to amend. (Huff v. Watkins (2006) 138 Cal.App.4th 732, 746.) In any event, as seen from the Court’s ruling on Defendants’ motion for summary judgment, Plaintiffs’ breach of contract and breach of the implied covenant of good faith and fair dealing survived the motion.

The motion is denied without prejudice.

The minute order is effective immediately. No formal order pursuant to CRC Rule 3.1312 or further notice is required.