Art Works Studio etc. v. Leonian CA2/7 ( 2022 )

Filed 3/14/22 Art Works Studio etc. v. Leonian CA2/7
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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has not been certified for publication or ordered published for purposes of rule 8.1115.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 SEVEN
ART WORKS STUDIO & B304461
CLASSROOM, LLC et al.,
(Los Angeles County
Plaintiffs and Appellants, Super. Ct. No. 19STCV14497)
v.
JEANNE LEONIAN, et al.,
Defendants and Respondents.
APPEAL from an order of the Superior Court of
Los Angeles County, Monica Bachner, Judge. Dismissed.
Novian & Novian, Farhad Novian and Alex Tablosky for
Plaintiffs and Appellants.
Kashfian & Kashfian, Ryan D. Kashfian and Robert A.
Kashfian for Defendants and Respondents.
____________________
This appeal involves a dispute arising from two commercial
leases for properties formerly occupied by Art Works Studio &
Classroom, LLC (Art Works) and Coffee + Food, LLC (collectively
appellants). Appellants appeal from an order entered after the
trial court partially granted a special motion to strike (Code Civ.
Proc., § 425.16,1 “anti-SLAPP” statute)2 filed by defendants and
respondents Massco Investments, Inc. (Massco) and Larchmont
Place, LLC (Larchmont). While this appeal was pending final
judgments were entered against appellants in unlawful detainer
actions filed by Larchmont. Each of the causes of action struck
by the trial court (and indeed every cause of action) in the
operative complaint is premised on appellants having an ongoing
possessory interest in the properties. Because the issues litigated
and decided in the unlawful detainer actions have rendered moot
appellants’ claims of possession, appellants did not appeal the
final judgments in the unlawful detainer actions and appellants
have since vacated the properties, we reverse the order granting
the anti-SLAPP motion and remand to the trial court to vacate
the order as well as the derivative order awarding attorneys’
3
fees.
1
All further undesignated statutory references are to the
Code of Civil Procedure.
2
“SLAPP is an acronym for ‘strategic lawsuit against public
participation.’” (City of Montebello v. Vasquez (2016) 1 Cal.5th
409, 413, fn. 2.)
3 Because dismissing the appeal as moot would constitute an
affirmance, we have elected to reverse with directions. (See
generally Paul v. Milk Depots, Inc. (1964) 62 Cal.2d 129, 134-135;
2
FACTUAL AND PROCEDURAL BACKGROUND
1. The First Amended Complaint
Appellants were commercial tenants in a building formerly
owned by David Leonian (Leonian) and other members of the
Leonian family. Coffee + Food and Art Works entered into five-
year leases with Leonian on January 1, 2013 and March 1, 2013,
respectively. The initial terms of the leases ended on December
31, 2017 for Coffee + Food and on February 28, 2018 for Art
Works. Both leases provided an option to extend the lease term
by one five-year period, which had to be exercised at least 60 days
before expiration of the initial lease term. Appellants allege they
timely exercised their options to extend both leases by five years,
and Leonian accepted and acknowledged the extensions by
continuing to accept the increased rent payments made during
the option periods.
Around February 2019 appellants learned the Leonian
family had retained Paul Brehme, an agent with WESTMAC
Commercial Brokerage Company, Inc., to market and sell the
property.4 Brehme created a sales brochure, which appellants
allege “represented the true and correct expiration dates of the
Coffee + Food Lease and the Art Works Lease.” 5 Appellants also
Coalition for a Sustainable Future in Yucaipa v. City of Yucaipa
(2011) 198 Cal.App.4th 939, 945.)
4
Leonian, members of the Leonian family, Brehme and
WESTMAC are defendants in the civil action but are not parties
to this appeal.
5
The sales brochure for the building stated the expiration
dates of the Coffee + Food and Art Works leases were December
31, 2022 and February 28, 2021, respectively. The brochure also
3
allege Leonian informed Brehme and WESTMAC that appellants
exercised their contractual option rights to extend their leases.
In March 2019 MCAP Partners initiated negotiations to
buy the building.6 Appellants allege Brehme engaged in a dual
representation relationship with the Leonian family and MCAP
Partners. Brehme prepared estoppel certificates and Leonian
presented the certificates to Cyndi Finkle, principal of Art Works
and Coffee + Food, for signature. Leonian told Finkle the
prospective buyer was asking for estoppel certificates and
explained “an ‘estoppel’ is a ‘form’ that is ‘very standard practice
in sophisticated commercial leasing,’ and that ‘[Brehme] filled out
the form to the best of his ability.’”
The certificates contained preprinted form language with
blanks that were filled in either by hand or by computer.
Paragraph two of the Art Works certificate stated, “The Lease
term commenced on March 1st, 2013 and expires on February
28th, 2018.” Paragraph two of the Coffee + Food certificate
stated, “The Lease term commenced on January 1st, 2013 and
expires on December 31st, 2017.” Brehme had typed the dates on
both certificates.
Paragraph five of the certificates stated, “The Lease has not
been modified, orally or in writing, since its execution, except as
herein above identified. The Lease is in full force and effect and
contains the entire agreement between Lessor and Lessee, except
(if there are no exceptions, write ‘NONE’).” Finkle handwrote the
noted that Art Works has “one 2-year option after their lease
expires 2/28/21.”
6
Plaintiffs allege MCAP Partners is the alter ego of
Larchmont and Massco.
4
word “NONE” following that language. Paragraph 14 stated,
“Lessee is aware that buyers, lenders and others will rely upon
the statements made in this Estoppel Certificate, and has
therefore adjusted the language hereof as necessary to make it an
accurate statement of the current facts concerning the Lease. If
no such adjustments have been made, said parties may rely upon
the statements in this form as printed.” Paragraph 15 stated,
“Additional terms (if there are no additional items, write
‘NONE’).” After this language Finkle handwrote “NONE.”
Finkle signed the certificates on March 22, 2019.
On April 17, 2019 Alexander Massachi, Executive Vice
President of MCAP Partners, informed Finkle via email that
MCAP Partners would be the new owner of the property and
asked to set up a meeting to discuss the future of the building “as
well as the current state of your expired leases (for Artwork [sic]
& Coffee + Food) given the estoppel certificates signed.” Finkle
was surprised to receive Massachi’s email because she
understood the terms of both leases had been extended. Eight
days after receiving Massachi’s email, and the day before escrow
closed on the sale of the property, appellants filed their
complaint. Approximately one month later, on May 31, 2019,
Larchmont served appellants with 30-day notices to terminate
their leases.
On August 12, 2019 appellants filed their first amended
complaint. As to Massco and Larchmont, appellants alleged
claims for breach of the lease agreements (first and second causes
of action), specific performance (third and fourth causes of
action), intentional interference with prospective economic
relations (seventh and eighth causes of action) and negligent
interference with prospective economic relations (ninth and 10th
5
causes of action).7 In paragraph 59 of the operative complaint,
appellants allege MCAP Partners’ service of the notices to
terminate were “on the incorrect and fabricated basis that
Plaintiffs Coffee + Food and Art Works [were] month-to-month
tenants” and such action constituted “an unequivocal and
absolute repudiation of the Coffee + Food Lease and Art Works
Lease and a refusal to perform the terms thereof.” Because
Brehme was serving as a dual representative to the Leonian
family and MCAP Partners for the sale of the building,
appellants allege MCAP Partners possessed knowledge that
appellants had extended their lease agreements but MCAP
Partners nevertheless served the notices to terminate under the
guise appellants were in a month-to-month tenancy. Appellants
further allege in paragraphs 53 and 54 that Leonian
misrepresented to MCAP Partners that appellants had not
exercised their option rights to extend the terms of their leases,
and Brehme “advised MCAP Partners that it should use, albeit
wrongfully, the Estoppel Certificates in an attempt to
characterize [appellants] as month-to-month tenants . . . .”
2. Massco’s and Larchmont’s Motion to Strike
On October 11, 2019 Larchmont moved, and Massco joined,
to strike the complaint pursuant to section 425.16.8 Defendants
argued the causes of action alleged against them were predicated
7
The fifth and sixth causes of action for intentional
interference with contractual relations are alleged only against
Brehme and WESTMAC.
8
In addition to joining the motion Massco sought to strike
the alter ego allegations against it.
6
on their service of the 30-day notices to terminate—conduct that
was protected by the anti-SLAPP statute. Defendants also
asserted appellants could not demonstrate a reasonable
probability of success on the merits, in part because the estoppel
certificates Finkle signed conclusively established appellants
were in month-to-month tenancies.
In their opposition appellants maintained their causes of
action against respondents were predicated on Massachi’s
April 17, 2019 email in which he “repudiate[d] the full force and
effect of Plaintiffs’ written lease agreements” because he asserted
the agreements had “‘expired . . . given the estoppel certificates
signed [by appellants].’” Appellants argued the email was not
protected conduct and service of the 30-day notices to terminate
was “merely incidental to the challenged claims and provide
context therefor.” Even if the causes of action were based on
protected conduct, appellants asserted they could demonstrate a
reasonable probability of success on the merits. Appellants could
both show they exercised their options to extend their leases, and
MCAP Partners was aware appellants had exercised their
options. MCAP Partners’ reliance on the estoppel certificates
was consequently unjustified.9 In addition, Appellants argued
the estoppel certificates did not support MCAP Partners’ theory
that they were signed after the leases had expired because the
certificates included the present tense of the word “expires,”
suggesting the lease terms had not yet expired. Appellants also
9
At oral argument, plaintiffs’ counsel argued Massachi’s
April 17, 2019 email, and not the termination notices, was “what
caused . . . the initial complaint to be filed in April,” as well as
defendants’ “wrongful reliance on the estoppel forms to terminate
these tenancies.”
7
offered a different interpretation of the estoppel certificates—
arguing they “conclusively evidence that Plaintiffs’ respective
written lease agreements are in ‘full force and effect’ during the
option periods of same[.]” In support of appellants’ opposition,
Finkle submitted a declaration describing her version of events
and included copies of the leases, correspondence with Leonian
about extending the lease terms and Leonian’s acceptance of
increased rental payments during the option periods, the sales
brochure for the building and the estoppel certificates.
Following oral argument on January 3, 2020 the parties
filed supplemental briefs primarily focused on the issue of
whether the estoppel certificates were ambiguous, and, if so,
whether the trial court should consider extrinsic evidence to
interpret them. Art Works and Coffee + Food contended the
ambiguity in the language of the certificates supported the
court’s consideration of extrinsic evidence (including evidence
that appellants timely exercised their options to extend the lease
terms) in interpreting the meaning and effect of the certificates.
Appellants asserted “MCAP Partners’ position that Plaintiffs are
month-to-month tenants based on the Certificates is dishonest[,]”
in part, because MCAP Partners had actual notice before the
close of escrow that appellants had extended their lease terms.
Defendants argued no extrinsic evidence was allowed to interpret
the estoppel certificates because the certificates were clear and
explicit, and controlled when the lease terms ended.
The trial court granted defendants’ motion as to the first,
second and seventh through 10th causes of action, finding the
causes of action were “entirely based on allegations of protected
activity with respect to Defendants[,]” i.e., service of the notices
8
to terminate. 10 The court also found appellants failed to
demonstrate a probability of success on the merits. The estoppel
certificates established Coffee + Food and Art Works were under
month-to-month tenancies as of December 31, 2017 and February
28, 2018, respectively. The court found that even if Massachi’s
April 17, 2019 email improperly repudiated the leases or
interfered with prospective economic relations, because the
estoppel certificates were controlling, no liability could arise from
Massachi’s email.
Appellants timely filed a notice of appeal.
3. Unlawful Detainer Proceedings
Larchmont filed separate unlawful detainer complaints
against Art Works and Coffee + Food (collectively tenants in the
unlawful detainer proceeding) on October 10, 2019.11 Tenants
10
The trial court denied the motion as to the third and fourth
causes of action for specific performance because those causes of
action did “not concern the service of notice to terminate; instead,
Plaintiffs allege Defendants failed to honor Plaintiffs’ exercise of
their rights to extend the term of their leases.” The trial court
also denied Massco’s motion to strike the alter ego allegations.
11
Upon respondents’ unopposed request, we take judicial
notice of the following documents from the unlawful detainer
proceedings in case numbers 19STUD09867 and 19STUD09855:
the verified complaints; the verified answers; documents filed by
Larchmont in support of its motions for summary judgment;
documents filed by tenants in opposition to the motions for
summary judgment; the August 20, 2020 hearing transcript of
the oral argument on the motions for summary judgment; the
orders granting the motions for summary judgment; the
judgments entered; and the notices of entry of judgment. (Evid.
9
answered the complaints alleging 26 affirmative defenses
including unclean hands, estoppel, performance, waiver, bad
faith, tenants’ satisfaction of their obligations, fault of Larchmont
and non-expiration of the leases. The trial court in the civil
action declined to relate the unlimited civil action and the
unlawful detainer actions.
On July 21, 2020 Larchmont filed motions for summary
judgment in the unlawful detainer matters and argued tenants
wrongfully refused to vacate the premises consistent with the
terms of the estoppel certificates that established tenants were in
month-to-month tenancies. Larchmont relied on the trial court’s
ruling on its anti-SLAPP motion in the civil action and asserted
the ruling precluded tenants from relitigating the validity of the
estoppel certificates. Larchmont also contended tenants failed to
timely exercise their options to extend their lease terms.
Tenants opposed summary judgment arguing it was
inappropriate given the numerous factual and legal issues that
needed to be decided including whether the estoppel certificates
dictated tenants were in month-to-month tenancies. Tenants
argued they properly extended the lease terms for an additional
five years and the estoppel certificates did not prove otherwise.
In support of this argument tenants filed a declaration from
Finkle, documentary evidence and the transcript from Leonian’s
Code, §§ 452, subd. (d), 459 subd. (a).) We take judicial notice of
the documents for the purposes of determining the issues that
were actually litigated and necessarily decided in the unlawful
detainer proceedings and their preclusive effect, if any, but “‘“we
do not take judicial notice of the truth of all matters stated
therein.”’” (People v. Castillo (2010) 49 Cal.4th 145, 157.)
Respondents’ request for judicial notice is otherwise denied.
10
deposition, which was taken in the unlawful detainer
proceedings.
Following oral argument the court in the unlawful detainer
matters granted Larchmont’s summary judgment motions. The
court found tenants were bound by the representations and lease
expiration dates contained in the estoppel certificates. The fixed-
term leases therefore expired on December 31, 2017 for Coffee +
Food and February 28, 2018 for Art Works. Once the fixed terms
expired the tenancies became month-to-month and Larchmont
properly initiated unlawful detainer proceedings. The court
entered judgments against tenants on August 20, 2020 and
tenants did not appeal. Art Works and Coffee + Food vacated the
premises on October 1, 2020.
On February 11, 2021 respondents filed a motion to dismiss
this appeal as moot.12 Appellants opposed the motion.
DISCUSSION
1. Relevant Law
An appeal is moot when events make it impossible for the
court to grant the appellant ‘“‘“‘any effective relief.’”’”’ (See
Newsom v. Superior Court (2021) 63 Cal.App.5th 1099, 1109;
Building a Better Redondo, Inc. v. City of Redondo Beach (2012)
203 Cal.App.4th 852, 866 [“‘a live appeal may be rendered moot
by events occurring after the notice of appeal was filed’”].)
12
Respondents filed a request to file a reply brief in support
of their motion to dismiss. The request was deferred to the panel
designated to hear the merits of the appeal. The request is
denied as unnecessary.
11
“‘[A]n unlawful detainer judgment has limited [preclusive]
force because it typically follows a summary proceeding focused
only on deciding a party’s right to immediate possession of
property.’” (Struiksma v. Ocwen Loan Servicing, LLC (2021) 66
Cal.App.5th 546, 554; accord, Malkoskie v. Option One Mortgage
Corp. (2010) 188 Cal.App.4th 968, 973.) An unlawful detainer
judgment, however, may bar subsequent litigation of issues that
were fully litigated in the unlawful detainer proceeding. (See
Ayala v. Dawson (2017) 13 Cal.App.5th 1319, 1327 [in the context
of unlawful detainer proceedings “[issue preclusion] will only
apply if the party to be bound agreed expressly or impliedly to
submit an issue to prior adjudication [citation] and had a full and
fair opportunity to litigate [citation] under circumstances
affording due process protections”].)
“Issue preclusion prohibits the relitigation of issues argued
and decided in a previous case, even if the second suit raises
different causes of action. [Citation.] Under issue preclusion, the
prior judgment conclusively resolves an issue actually litigated
and determined in the first action.” (DKN Holdings LLC v.
Faerber (2015) 61 Cal.4th 813, 824, italics omitted (DKN
Holdings); accord, In re Marriage of Brubaker & Strum (2021) 73
Cal.App.5th 525, 537 (Brubaker & Strum); see also Palm Springs
Paint Co. v. Arenas (1966) 242 Cal.App.2d 682, 688 [“[W]here a
judgment becomes final while an appeal from a judgment in
another action presenting the same issue between the same
parties is pending, the first final judgment may be brought to the
attention of the appellate court in which the appeal is pending
and may be there relied upon as res judicata”].) “[I]ssue
preclusion applies (1) after final adjudication (2) of an identical
issue (3) actually litigated and necessarily decided in the first
12
suit and (4) asserted against one who was a party in the first suit
or one in privity with that party.” (DKN Holdings, at p. 825;
accord, Brubaker & Strum, at p. 537.)
“‘In considering whether these criteria have been met,
courts look carefully at the entire record from the prior
proceeding, including the pleadings, the evidence, the jury
instructions, and any special jury findings or verdicts.’”
(Brubaker & Strum, supra, 73 Cal.App.5th at pp. 537-538; see
Ayala v. Dawson, supra, 13 Cal.App.5th at pp. 1326-1327 [“‘the
pleadings and proof in each case must be carefully scrutinized to
determine whether a particular issue was raised even though
some legal theory, argument or “matter” relating to the issue was
not expressly mentioned or asserted’”].) Courts look to the
factual allegations in each action to determine whether the
earlier judgment decided an “identical issue.” (See Brubaker &
Strum, at p. 537; accord, Hernandez v. City of Pomona (2009) 46
Cal.4th 501, 511-512.) “‘[A]n issue was actually litigated in a
prior proceeding if it was properly raised, submitted for
determination, and determined in that proceeding.’” (Brubaker &
Strum, supra, at p. 537.) To establish that an issue was
“necessarily decided” pursuant to prong three of DKN Holdings
“‘require[s] only that the issue not have been “entirely
unnecessary” to the judgment in the initial proceeding[.]’”
(Samara v. Matar (2018) 5 Cal.5th 322, 327.)
If the threshold requirements are satisfied, “courts may
consider the public policies underlying issue preclusion in
determining whether the doctrine should be applied.” (Meridian
Financial Services, Inc. v. Phan (2021) 67 Cal.App.5th 657, 686;
accord, Murray v. Alaska Airlines, Inc. (2010) 50 Cal.4th 860,
879.) Those public policies include “‘conserving judicial resources
13
and promoting judicial economy by minimizing repetitive
litigation, preventing inconsistent judgments which undermine
the integrity of the judicial system, and avoiding the harassment
of parties through repeated litigation.’” (Meridian, supra, at
pp. 686-687.)
2. Issue Preclusion Renders the Appeal Moot
Respondents contend the appeal is moot in light of the final
judgments entered in the unlawful detainer actions.
Respondents argue the issues surrounding the legitimacy of the
estoppel certificates, and the related determination regarding
when the leases expired, were decided in the unlawful detainer
actions and are the same issues raised in the civil action (and in
this appeal). Because these issues were fully litigated in the
unlawful detainer actions, appellants are barred from relitigating
these issues. Respondents also assert appellants voluntarily
vacated the premises, which renders their appeal moot.
Appellants do not dispute that they were parties to the
unlawful detainer actions and that the lawsuits resulted in final
judgments against them. In their brief appellants maintain the
unlawful detainer judgments do not moot their appeal because
the only issue resolved was possession of the properties and their
civil action seeks other relief—damages, attorney’s fees and
costs—unrelated to the issue of possession.13 Appellants further
argue they were not provided an opportunity to fully litigate the
issues in the unlawful detainer actions that are raised in their
13
Notwithstanding that contention, during oral argument
appellants acknowledged that all their causes of action are
premised on the continued validity and enforceability of their
leases.
14
civil action, specifically they assert they were not allowed to
depose Brehme.
To determine the issues that were actually litigated and
necessarily decided in the unlawful detainer actions, we review
the verified complaints, tenants’ verified answers, the pleadings
and evidence relating to Larchmont’s summary judgment
motions and the court’s orders granting summary judgment. We
conclude appellants had a fair opportunity to fully litigate the
effect of the estoppel certificates, which is the central issue raised
in this appeal in connection with the trial court’s anti-SLAPP
order.
The unlawful detainer proceedings below were more robust
than a typical eviction case. Tenants asserted 26 affirmative
defenses, including unclean hands, that “the lease by which
[tenants] hold[ ] possession of the premises has not expired” and
that Larchmont “is not entitled to a remedy because it breached
the terms of the [lease] contract.” Tenants also acknowledged, in
their oppositions to Larchmont’s motions for summary judgment,
that the proceedings were “not a simple no-fault eviction case”
noting the actions “involve[d] an ultimate determination of [a]
myriad of issues, including . . . [w]hether [tenant] exercised its
option to extend; [¶] [w]hether the estoppel certificate dictates
that [tenant] is a month-to-month tenant; [and] [¶] [w]hether
[Larchmont] is falsely characterizing the estoppel certificate to
mean that [tenant] is a month-to month tenant.” Tenants argued
the estoppel certificates did not prove they were in month-to-
month tenancies because of ambiguities in the certificates about
when the term leases expired as well as evidence tenants had
exercised their options to extend their leases.
15
In support of their oppositions tenants submitted a
declaration from Finkle, which attached the leases, an email from
Finkle to Leonian expressing her desire to exercise the options to
extend the lease terms for both properties for another five years,
text messages between Finkle and Leonian regarding the
increased rent starting in March 2019, the estoppel certificates
and the sales brochure for the building. Further, tenants
submitted documents produced by Leonian, including documents
showing tenants exercised their options to extend their leases
and the 96-page transcript from Leonian’s deposition, taken by
tenants in the unlawful detainer proceedings.
The unlawful detainer court’s detailed, 13-page orders
further illustrate the issues raised by the parties and considered
by the court. The court summarized tenants’ arguments as
follows: “(1) [tenant] exercised its option to extend the lease an
additional five years . . . ; (2) the estoppel certificate does not
clearly establish that [tenant] has been occupying the Property
under a month-to-month tenancy . . . because it is ambiguous; (3)
even if the estoppel certificate is unambiguous, it is void or
voidable due to fraud; and (4) [tenant] is not barred by res
judicata or collateral estoppel from challenging the estoppel
certificate.” The crucial factual question the court needed to
resolve in the unlawful detainer action was whether a disputed
issue of fact existed about when the lease terms expired. In order
to address that question the court necessarily had to decide the
impact, if any, the estoppel certificates had on the expiration
dates. The court concluded no material dispute existed because,
as a matter of law, the estoppel certificates controlled when the
lease terms expired: “The language of the estoppel certificate is
clear; by executing it [tenants] certified that the term of its
16
written lease with the prior owners of the Property—the
Leonians—had expired some fifteen months earlier . . . .”14
Appellants maintain they were unable to fully litigate the
estoppel certificates because the trial court denied their motion to
consolidate the civil case and the unlawful detainer actions, and
the unlawful detainer court denied appellants’ request to “depose
a key witness prior to the determinations of the sole issues of
possession—Paul Brehme . . . .” Appellants fail to develop these
arguments in their opposition to the motion to dismiss. They do
not explain how the denial to consolidate the pending actions or
the inability to take Brehme’s deposition thwarted them from
fully litigating the issue of the estoppel certificates. We treat the
point as forfeited.15 (See Trinity Risk Management, LLC v.
Simplified Labor Staffing Solutions, Inc. (2021) 59 Cal.App.5th
995, 1008 [the failure to support a point with reasoned argument
14
The court also addressed tenants’ argument that the
estoppel certificates were voidable due to fraud. The court noted
that tenants failed to plead fraud as an affirmative defense in
their answers but, in any event, that tenants failed to establish
fraud in the absence of a misrepresentation and justifiable
reliance. We observe in the first amended complaint there is no
express allegation that the estoppel certificates were fraudulently
induced or were themselves fraudulent, unlike in the original
complaint, in which plaintiffs repeatedly pleaded the phrase
“fraudulent estoppel certificates” over 40 times.
15
Appellants also argue the unlawful detainer actions only
resolved the question of possession. They are correct but that
observation does not improve appellants’ position because to
resolve the question of possession the unlawful detainer court
had to consider the estoppel certificates to determine when the
leases expired.
17
and citations to authority results in waiver]; accord, Los Angeles
Unified School Dist. v. Torres Construction Corp. (2020) 57
Cal.App.5th 480, 498 [“‘We may and do “disregard conclusory
arguments that are not supported by pertinent legal authority or
fail to disclose the reasoning by which the appellant reached the
conclusions he wants us to adopt.”’”].)
There is no doubt that the effect of the estoppel certificates
is the same issue raised both in the trial court and on appeal.
Appellants’ main argument on appeal is that the trial court
incorrectly granted respondents’ anti-SLAPP motion because
their causes of action do not arise from protected conduct but
rather from Larchmont and Massco “dishonestly decid[ing] to
repudiate the Leases and the status of Plaintiff’s tenancies in
violation of such Leases and in bad faith, with no valid grounds
for termination . . . .” However, we do not reach the issue of
whether Massachi’s email was protected activity because
irrespective of the outcome appellants would not be afforded any
meaningful relief in the trial court. In order to succeed on the
causes of action struck by respondents’ anti-SLAPP motion,
appellants must prevail on the issue that respondents repudiated
the leases by improperly relying on the estoppel certificates. Yet
the unlawful detainer judgments conclusively establish the
validity of the estoppel certificates, including the dates on which
the leases expired. As a result, when Massachi sent his email
purportedly repudiating the leases, the term leases had already
expired.
The documents from the unlawful detainer proceedings
confirm appellants had a full opportunity to present their
arguments and evidence as to why the trial court should not have
relied upon the estoppel certificates. The unlawful detainer court
18
considered and rejected appellants’ position and entered final
judgments against them. Because the elements for issue
preclusion are met as to the effect of the estoppel certificates,
appellants are precluded from relitigating this issue in the trial
court and on appeal.16 (See Brubaker & Strum, supra, 73
Cal.App.5th at p. 537; see Samara v. Matar, supra, 5 Cal.5th at
p. 327.)
16
Appellants argue in their opposition to the motion to
dismiss that applying issue preclusion “by the unlawful detainer
judgments to this appeal does not comport with fairness and
sound public policy.” This conclusory statement is not supported
by argument or citations to authority and is deemed forfeited.
(See Trinity Risk Management, LLC v. Simplified Labor Staffing
Solutions, Inc., supra, 59 Cal.App.5th at p. 1008.) In any event,
we note the public policy considerations typically considered
when applying issue preclusion⎯conserving judicial resources,
minimizing repetitive litigation, preventing inconsistent
judgments⎯are met here.
19
DISPOSITION
The trial court’s order on respondents’ motion to strike is
moot. We reverse the order granting the anti-SLAPP motion and
remand the matter to the trial court to vacate the order as well as
the derivative order awarding attorneys’ fees.
*
WISE, J.
We concur:
PERLUSS, P. J.
FEUER, J.
*
Judge of the Alameda County Superior Court, assigned by
the Chief Justice pursuant to article VI, section 6 of the
California Constitution.
20