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Pivotal 650 California St., LLC v. Manteca Stadium Park

May 10, 2011

PIVOTAL 650 CALIFORNIA ST., LLC, CROSS-COMPLAINANT AND RESPONDENT,
v.
MANTECA STADIUM PARK, L.P., ET AL., CROSS-DEFENDANTS AND APPELLANTS.



(Super. Ct. No. 39-2009-00203963-CU-BC-STK)

The opinion of the court was delivered by: Nicholson , J.

Pivotal 650 California St. v. Manteca Stadium Park

CA3

NOT TO BE PUBLISHED

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 This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

Cross-defendants Manteca Stadium Park, L.P., and others (collectively, Manteca) filed an anti-SLAPP motion, pursuant to Code of Civil Procedure section 425.16, to strike the cross-complaint of Pivotal 650 California St, LLC (Pivotal), as to several causes of action.*fn1 The trial court denied the motion, finding that the causes of action did not arise from Manteca's filing of the original complaint against Pivotal.

We conclude the trial court erred. The challenged causes of action arose from Manteca's filing of its complaint against Pivotal, which is a petitioning activity protected by section 425.16, the anti-SLAPP statute. Furthermore, Pivotal failed to establish that it had a probability of prevailing on the challenged causes of action. Therefore, the trial court should have granted the anti-SLAPP motion.

ANTI-SLAPP MOTIONS

Section 425.16, subdivision (b)(1) provides: "A cause of action against a person arising from any act of that person in furtherance of the person's right of petition or free speech under the United States Constitution or the California Constitution in connection with a public issue shall be subject to a special motion to strike, unless the court determines that the plaintiff has established that there is a probability that the plaintiff will prevail on the claim." "As used in [section 425.16], 'act in furtherance of a person's right of petition or free speech under the United States or California Constitution in connection with a public issue' includes: (1) any written or oral statement or writing made before a legislative, executive, or judicial proceeding, or any other official proceeding authorized by law . . . ." (§ 425.16, subd. (e).)

"Section 425.16, subdivision (b)(1) requires the court to engage in a two-step process. First, the court decides whether the defendant has made a threshold showing that the challenged cause of action is one arising from protected activity. The moving defendant's burden is to demonstrate that the act or acts of which the plaintiff complains were taken 'in furtherance of the [defendant]'s right of petition or free speech under the United States or California Constitution in connection with a public issue,' as defined in the statute. (§ 425.16, subd. (b)(1).) If the court finds such a showing has been made, it then determines whether the plaintiff has demonstrated a probability of prevailing on the claim. Under section 425.16, subdivision (b)(2), the trial court in making these determinations considers 'the pleadings, and supporting and opposing affidavits stating the facts upon which the liability or defense is based.'" (Equilon Enterprises v. Consumer Cause, Inc. (2002) 29 Cal.4th 53, 67.)

We review an order denying an anti-SLAPP motion de novo. (Flatley v. Mauro (2006) 39 Cal.4th 299, 325-326.)

BACKGROUND

In 2007, Manteca and Pivotal negotiated a series of contracts concerning Manteca's 20-acre retail development called Stadium Park. Jeffrey Allen negotiated on behalf of Manteca, and Andrew Cohn on behalf of Pivotal. On December 3, 2007, Manteca and Pivotal entered into three contracts concerning Stadium Park: the land contract, the ground lease, and the buildings contract. Pursuant to the land contract, Pivotal purchased the Stadium Park land from Manteca, and, with the ground lease, Pivotal leased the land back to Manteca. The buildings contract provided for the sale of the Stadium Park buildings to Pivotal for more than $30,000,000. It contained a clause providing for $10,000 in liquidated damages against Pivotal in the event escrow failed to close because of Pivotal's default.

After the parties failed to close escrow on the buildings contract, Manteca filed a complaint against Pivotal, seeking specific performance, monetary damages, and declaratory relief. Pivotal responded with a cross-complaint alleging 10 causes of action: (1) fraud (seeking rescission), (2) another fraud cause of action (seeking monetary damages), (3) aiding and abetting fraud, (4) negligent misrepresentation, (5) unfair competition based on fraud, (6) unilateral mistake, (7) mutual mistake, (8) breach of contract, (9) breach of the implied covenant of good faith and fair dealing, and (10) unjust enrichment. Pivotal alleged that the parties agreed that the $10,000 in liquidated damages would be the extent of Pivotal's risk in the transaction and that Manteca committed fraud by entering into that agreement while intending to seek more in damages in the event of a Pivotal breach.

Manteca filed an anti-SLAPP motion challenging eight of the 10 causes of action in Pivotal's cross-complaint -- the first five causes of action and the last cause of action, which allege misrepresentation (collectively, the fraud causes of action), and the eighth and ninth causes of action, which allege a breach of contract (collectively, the breach of contract causes of action). Manteca did not challenge the sixth (unilateral mistake) and seventh (mutual mistake) causes of action.

Pivotal opposed the anti-SLAPP motion and filed the declaration of Andrew Cohn to establish Pivotal's probability of prevailing on the merits. The trial court denied the anti-SLAPP motion based on its finding that, under the first prong of the anti-SLAPP statute, Manteca failed to establish that the challenged causes of action arose from Manteca's protected activity of filing the complaint. The court therefore did ...


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