The opinion of the court was delivered by: VIRGINIA A. Phillips United States District Judge
[Motion filed on October 8, 2009]
ORDER GRANTING SUMMARY JUDGMENT
In 2006, NFT Parcel A LLC sold a parcel of land secured by a purchase money mortgage. After amendments were made to the original loan agreement, Michael Marix and the Marix Family Trust signed guarantees for the loan, made to a non-party limited liability company apparently under their control. That entity eventually defaulted on its debt.
NFT Parcel A LLC brought this action seeking to enforce the guarantees of Mr. Marix and the Marix Family Trust, and now seeks summary judgment on its claim for breach of guaranty. After reviewing and considering all papers filed in support of, and in opposition to, as well as the arguments advanced by counsel at the hearing on, the Motion, the Court GRANTS the Motion.
The following material facts are supported adequately by admissible evidence and are uncontroverted. They are "admitted to exist without controversy" for the purposes of this Motion. See Local Rule 56-3.
On January 18, 2006, NFT Parcel A LLC ("Plaintiff") and Desert Wells 237 LLC ("Desert Wells") entered into an agreement whereby Desert Wells purchased approximately 36 acres of land in the city of Palm Desert, California, (the "Property") from Plaintiff. The purchase was financed in part by a promissory note (the "Note") in the amount of $4,367,674 secured by a deed of trust (the "Original Deed") creating a first lien on the Property. (See Decl. of Thomas Noble ("Noble Decl.") Exs. A, B; Opp'n at 2:4--7.) The maturity date of the Note was February 1, 2007, and the annual interest rate was eight percent. (Noble Decl. Ex. A ¶ 1.)
On March 6, 2006, Palm Desert 31 LLC ("Palm Desert") assumed Desert Wells's obligations under the Note and Original Deed. (Noble Decl. Ex. C.)
At an unspecified time, Palm Desert obtained a loan from La Jolla Bank, FSB ("La Jolla") in the amount of $9,720,000 (the "La Jolla Loan") which was secured by a deed of trust executed in favor of La Jolla.*fn1 On April 18, 2006, Plaintiff and Palm Desert entered into a subordination agreement whereby Plaintiff agreed to subordinate the Original Deed to the La Jolla Deed. (Noble Decl. Ex. D.) On April 21, 2006, Defendants Michael Marix and the Marix Family Trust ("Defendants") executed a guaranty (the "Original Guaranty") whereby they guaranteed the debt of Palm Desert under the Note. (Noble Decl. Ex. E.)
On April 18, 2007, Plaintiff and Palm Desert agreed to an amendment of the terms of the Note ("Amendment One"). (Noble Decl. Ex. F.) As a result of Amendment One, the maturity date of the debt became January 31, 2008, the interest rate became 9.5 percent, and Palm Desert was required to make a payment of $367,674 to reduce the principal amount of the debt to $4,000,000. (Id. at ¶¶ 1--3.) Palm Desert made the required payment. (Noble Decl. ¶ 9(c).)
On June 3, 2008, Plaintiff and Palm Desert agreed to a second amendment of the Note ("Amendment Two"). (Noble Decl. Ex. G.) As a result of Amendment Two, the maturity date of the debt became January 15, 2009, Palm Desert was required make a payment of $2,000,000 to reduce the principal amount of the debt to $2,000,000, and Palm Desert was required to pay all accrued but unpaid interest as of June 30, 2008. (Id. at ¶¶ 1(a--b).) Palm Desert made these required payments. (Noble Decl. ¶ 10(b).) Also on June 3, 2008, Defendants executed a guaranty of the debt evidenced by Amendment Two (the "Guaranty").
On January 15, 2009 - the maturity date set forth in Amendment Two - Palm Desert failed to pay the outstanding principal and interest due under the Note. (Noble Decl. ¶ 13.) To date, these amounts remain unpaid. (Id.)
Plaintiff claims total damages in the amount of $2,336,837.93, calculated as follows: (1) principal in the amount of $2,000,000; (2) interest accrued as of the maturity date of $56,472.22; (3) late charges pursuant to paragraph 6 of the Note in the amount of $102,823.61; and (4) interest accrued after the maturity date in the amount of $177,542.10 as of October 1, 2009.
Plaintiff filed its Complaint on March 30, 2009 in the Superior Court of the State of California for the County of Riverside, alleging causes of action for (1) breach of guaranty; (2) "for money due;" and (3) for account stated. (Compl. ¶¶ 18--31.) On April ...