Case Name:   Lee Mintz, et al.  v. Thomas M. Yuki, et al.

Case No.:       1-13-CV-253340

 

Currently before the Court are the motions of defendants Thomas M. Yuki (“Thomas”) and Yuki Farms General Partnership (“Yuki Farms”) (collectively, “Defendants”) (1) for summary adjudication of Yuki Farms’ cross-claim or cross-claims for declaratory relief, and (2) to file certain documents associated with the motion for summary adjudication under seal.  Plaintiffs Lee Mintz and Marilyn Mintz (collectively, “Plaintiffs”), co-trustees of the trust governed by the Mintz Trust Agreement Dated February 12, 1998, as Amended and Restated (the “Trust”), oppose Defendants’ motion for summary adjudication.

 

Motion for Summary Adjudication

 

As an initial matter, Plaintiffs submit objections to evidence in connection with their opposition to Defendants’ motion for summary adjudication.  However, Plaintiffs fail to include a proposed order as required by California Rules of Court, rule 3.1352 (c).  Consequently, the objections to evidence are OVERRULED.

 

The Court also notes that Defendants fail to comply with the California Rule of Court governing summary judgment motions.  California Rules of Court, rule 3.1350(b) provides that a motion for summary adjudication must state, both in the notice of motion and in the separate statement of undisputed material facts, “the specific cause of action” to be adjudicated, and rule 3.1350(d) provides that the separate statement must treat each cause of action separately.  Here, Defendants’ notice of motion states that summary adjudication is sought as to “Defendants’ claim for declaratory relief,” and their separate statement is presented in the form of a single list of assertedly undisputed facts, with no cause or causes of action identified.  This presentation is confusing and wholly inadequate in light of the fact that Yuki Farms’ cross-complaint asserts two claims for declaratory relief addressing different issues of contract interpretation.

 

Defendants’ failure to submit an appropriate separate statement is itself grounds for the Court to deny their motion.  (See Code Civ. Proc, § 437c, subd. (b)(1) [stating that a motion for summary judgment shall be accompanied by a separate statement, and the failure to comply with this requirement may in the court’s discretion constitute a sufficient ground for denial of the motion]; Brantley v. Pisaro (1996) 42 Cal. App. 4th 1591, 1607 [“Section 437c is a complicated statute. There is little flexibility in the procedural imperatives of the section, and the issues raised by a motion for summary judgment (or summary adjudication) are pure questions of law. As a result, section 437c is unforgiving; a failure to comply with any one of its myriad requirements is likely to be fatal to the offending party.”]; Department of General Services v. Super. Ct. (Sacramento Builder’s Exchange, Inc.) (1978) 85 Cal.App.3d 273, 284 [“It is academic that the burden is on the party moving for summary judgment; because of the drastic nature of the remedy sought, he is held to strict compliance with the procedural requisites.”].)  Nevertheless, the Court exercises its discretion to consider the motion in deference to the principle that matters should be decided upon their merits and given that the presentation of the separate statement does not seriously impede the analysis presented below.

 

To qualify for declaratory relief, a party must demonstrate that its action presents two essential elements: (1) a proper subject of declaratory relief and (2) an actual controversy involving justiciable questions relating to the party’s rights or obligations.  (Jolley v. Chase Home Finance, LLC (2013) 213 Cal.App.4th 872, 909.)  Here, Defendants have not established that the first element is satisfied as to either of the declaratory relief claims asserted in the cross-complaint.  While it appears that Defendants may not yet have closed escrow on the sale of the property at issue to Grosvenor USA Limited (“Grosvenor”) or another buyer, there is no evidence in the record on this point.  It is Plaintiffs’ right to pre-close-of-escrow payments alone that is addressed by the first declaratory relief claim (see Cross-Complaint, ¶ 68), and this relief will consequently have no bearing on any post-close-of-escrow relations between the parties.  (See Osseous Technologies of America, Inc. v. DiscoveryOrtho Partners LLC (2010) 191 Cal.App.4th 357, 372 [“in a dispute involving an alleged breach of contract, courts may provide declaratory relief under section 1060 if  the relief sought would also govern the future conduct of the parties”].)  Likewise, it is Yuki Farms’ right to reimbursement if Grosvenor does not ultimately purchase the property that is at issue in the second declaratory relief claim (see Cross-Complaint, ¶ 72), and this issue would not be appropriately resolved through declaratory judgment if Grosvenor has already backed out of the purchase and Yuki Farms’ claim has matured into one for breach of contract.  (See Jolley v. Chase Home Finance, LLC, supra, 213 Cal.App.4th at pp. 909-910 [affirming summary adjudication in favor of defendant to declaratory relief claim where plaintiff had a fully matured breach of contract claim against defendant].)

 

Declaratory relief connected to either or both of these claims may ultimately be proper if Defendants demonstrate that they have yet to close escrow on the Property and the parties’ disputes concerning pre-escrow payments and/or reimbursement of advances will likely need to be addressed in the near future.  However, whether a claim is a proper subject of declaratory relief is an essential element of such a claim that Defendants must prove in order to obtain summary adjudication.  (Code Civ. Proc., § 437c, subd. (p)(1).)  Defendants have failed to offer any evidence on this point with respect to either of Yuki Farms’ claims.

 

Accordingly, the motion for summary adjudication is DENIED on the ground that Defendants have failed to meet their burden to demonstrate that declaratory relief is proper with respect to either of Yuki Farms’ claims.  (See Osseous Technologies of America, Inc. v. DiscoveryOrtho Partners LLC, supra, 191 Cal.App.4th at pp. 376-377 [affirming dismissal of declaratory relief action on demurrer where there was no allegation of an ongoing contractual relationship between the parties and defendant’s potential breach of contract claim provided an alternative remedy for adjudication of the parties’ dispute]; Jolley v. Chase Home Finance, LLC, supra, 213 Cal.App.4th at pp. 909-910; see also Code Civ. Proc., § 1061 [court has discretion to decline to grant declaratory relief where “not necessary or proper at the time under all the circumstances”].)

 

Motion to Seal

 

In support of their motion to seal, Defendants submit a declaration by Thomas stating that the documents that Defendants seek to file under seal contain “sensitive, non-public business information that is private, proprietary and commercially sensitive” and that “Grosvenor, a non-party and innocent bystander to this litigation, would suffer significant business harm if these documents were disclosed to the public.”  (Yuki Decl. ISO Motion to Seal, ¶ 4.)  Thomas goes on to declare that “Grosvenor is in the process of negotiating a number of business deals with various parties, and the business relationship with Yuki Farms is only one piece of a larger business transaction.  The negotiations, terms, conditions and structure of the deal is [sic] extremely complex and multi-faceted.  Grosvenor understandably does not want any aspect of its business dealings to be known to other entities, which whom [sic] negotiations are ongoing.”  (Id.)

 

This declaration fails to indicate what specific information reflected in the Grosvenor contracts is assertedly confidential and why Grosvenor would suffer harm from the disclosure of this information.  It merely refers in conclusory terms to “business information” and states that aspects of some sort of larger business deal in which Grosvenor is involved are “complex” and Grosvenor “understandably does not want any aspect of its business dealings to be known to other entities” with which it is negotiating.  (Yuki Decl. ISO Motion to Seal, ¶ 4, italics added.)  While it may be understandable that Grosvenor does not want these contracts to become public, it is impossible to determine based on Thomas’s conclusory declaration that (1) there exists an overriding interest that overcomes the right of public access to the contracts; (2) the overriding interest supports sealing them; and (3) there exists a substantial probability that the overriding interest will be prejudiced if the contracts are not sealed.  (Cal. Rules of Court, rule 2.550(d).)

 

Furthermore, even if Defendants had established an interest in information in the contracts overriding the public’s interest in access thereto, they have made no attempt to show that (4) the proposed sealing is narrowly tailored and (5) no less restrictive means exist to achieve the overriding interest.  (Cal. Rules of Court, rule 2.550(d).)  Instead of redacting any assertedly confidential information from the documents at issue (see Cal. Rules of Court, rule 2.551(b)(5)), Defendants have asked the Court to seal entire documents, including their memorandum of points and authorities and supporting documents, which merely refer to the contracts that Defendants contend reflect confidential information and which are essential to an understanding of the Court’s ruling in this matter.

 

Defendants have consequently failed to submit to the Court facts sufficient to justify the sealing requested.  (See Cal. Rules of Court, rule 2.551(b)(1); In re Providian Credit Card Cases (2002) 96 Cal.App.4th 292, 301, 305 [a declaration supporting a motion to seal should be specific, not conclusory, as to the facts supporting the overriding interest; if the court finds that the supporting declarations are conclusory or otherwise unpersuasive, it may conclude that the moving party has failed to demonstrate an overriding interest that overcomes the right of public access].)  Nevertheless, their motion is unopposed, and it appears that some confidential information may be at issue.  Accordingly, the hearing on the motion to seal is CONTINUED until August 19, 2014 to allow Defendants an opportunity to submit supplemental materials and briefing in support of their motion.  Defendants shall serve and file any supplemental papers by July 29, 2014, and Plaintiff shall serve and file any responsive papers by August 6, 2014.