2025 WL 656654
Only the Westlaw citation is currently available.
United States District Court, C.D. California.
Case No. 8:24-cv-00146-MRA-KES
Filed 01/10/2025
ORDER GRANTING DEFENDANT'S MOTION FOR SUMMARY JUDGMENT [ECF 28]
HON. MÓNICA RAMÍREZ ALMADANI UNITED STATES DISTRICT JUDGE
*1 Before the Court is Defendant's Motion for Summary Judgment (the “Motion”). ECF 28. The Court read and considered the Motion and deemed the matter appropriate for decision without oral argument. See Fed. R. Civ. P. 78(b); L.R. 7-15. The hearing was therefore vacated and removed from the Court's calendar. ECF 36. For the reasons stated herein, the Court GRANTS the Motion.
I. BACKGROUND1
Plaintiff Jewelry Designs by Steven, Inc. (“Plaintiff” or “Jewelry Designs”) commenced this case against Defendant Johnson Controls Security Solutions, LLC (“Defendant” or “Johnson Controls”) on December 1, 2023, in Orange County Superior Court. ECF 1 ¶¶ 1-2, Ex. A (Compl.).
On February 7, 2019, Jewelry Designs and Johnson Controls entered into a commercial sales agreement (the “Agreement”), whereby Johnson Controls agreed to install and monitor a security alarm system in Jewelry Designs' store. ECF 28-4 (SUF) 1; see also ECF 28-2 (Goldschmidt Decl.) ¶ 3, Ex. A (ECF 28-2 at 4-12). The Agreement provides that “Johnson Controls agrees to install or cause to be installed the Equipment and furnish the Service(s), collectively, the System, on the terms and conditions set out in this Agreement.” ECF 28-2 at 6. Among the equipment to be installed was a Honeywell IP and GSM (4G) Digital Cellular Communicator. Id. The “TOTAL INSTALLATION CHARGE” was $1,045.92, and the “TOTAL ANNUAL SERVICE CHARGE” was $2,726.89. SUF 10; ECF 28-2 at 6. The Agreement states that “if an alarm signal registers at Johnson Controls' alarm monitoring center (“CMC”), Johnson Controls will endeavor to notify the appropriate Police or Fire Department and if required by local law, the Customer's designated representative.” SUF 11. The Agreement further provides, “If a burglar alarm signal or fire signal registers at Johnson Controls' CMC, Johnson Controls at its sole discretion may endeavor to contact the Customer's premises by telephone to verify that the alarm is not false.” Id. 12.
The first page of the Agreement provides: “ATTENTION IS DIRECTED TO THE WARRANTY, LIMIT OF LIABILITY AND OTHER CONDITIONS CONTAINED IN THE SECTION ENTITLED ‘TERMS AND CONDITIONS’ AND ‘ADDITIONAL TERMS AND CONDITIONS.’ ” Id. 6. The Agreement contains the following provision:
E. Limitation of Liability. 1. Johnson Controls is not an insurer. The amounts Johnson Controls charges Customer are not insurance premiums. Such charges are based upon the value of the Service, System and Equipment provided and are unrelated to the value of Customer's property, the property of others located in Customer's premises, or any risk of loss on Customer's premises. 2. Johnson Controls' services, systems and equipment do not cause and cannot eliminate occurrence of the events they are intended to detect or avert. Johnson Controls MAKES NO GUARANTY OR WARRANTY, INCLUDING ANY IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THAT THE SERVICES, SYSTEM OR EQUIPMENT SUPPLIED WILL DETECT OR AVERT SUCH EVENTS OR THE CONSEQUENCES THEREFROM. Accordingly, Johson Controls does not undertake any risk that Customer's person or property, or the person or property of others, may be subject to injury or loss if such an event occurs. The allocation of such risk remains with Customer, not Johnson Controls. Insurance, if any, covering such risk shall be obtained by Customer. Johnson Controls shall have no liability for loss, damage or injury due directly or indirectly to events, or the consequences therefrom, which the System or Services are intended to detect or avert. Customer shall look exclusively to its insurer and not to Johnson Controls to pay Customer in the event of any such loss, damage or injury. Customer releases and waives for itself and its insurer all subrogation and other rights to recover from Johnson Controls arisign as a result of paying any claim for loss, damage or injury of Customer or another person.
Id. 7.
The Agreement continues: “If notwithstanding the provisions of this Section E, Johnson Controls is found liable for loss, damage or injury under any legal theory due to a failure of the Services, System or Equipment in any respect, its liability shall be limited to a sum equal to 10% of the Annual Service Charge or $1,000, whichever is greater, as agreed upon damages and not as a penalty, as Customer's sole remedy.” Id. 8. It further states:
This Agreement, together with all of its written Amendments, Riders, Scope of Work and/or Exhibits, constitutes the entire agreement between the Customer and Johnson Controls relating to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements and understandings. The terms and conditions of this Agreement will prevail over any conflicting, inconsistent or additional terms and/or conditions contained in any purchase order, agreement, or other document issued by Customer. In signing this Agreement, Customer is not relying on any advice, advertisements, or oral representations of Johnson Controls and agrees to be bound to the terms and conditions contained in all the pages of the Agreement.
Id. 9.
Between February 7, 2019, until May 4, 2023, Johnson Controls monitored the alarm system, and the alarm system worked as designed. SUF 2, 3. On May 4, 2023, an unknown burglar entered the Jewelry Design store via the women's restroom in the adjacent restaurant, Bagel Me, by removing a toilet and cutting a hole in the wall. Id. 4. The burglar entered Jewelry Design's store through a cabinet and then disabled the security alarm. Id. 5. As a result, Johnson Controls did not receive a signal on the night of the burglary. ECF 32 ¶ 7, Ex. 1. The burglary resulted in the purported theft of merchandise and raw gold, as well as damage to the premises. Compl. ¶ 7.2
*3 In its Complaint, Plaintiff alleges five causes of action against Defendant: (1) breach of contract, (2) false advertising, (3) negligence, (4) misrepresentation, and (5) deceptive sales. Compl. ¶¶ 10-36. Defendant removed the action to federal court on January 19, 2024. ECF 1.
On January 29, 2024, the Court (Judge John W. Holcomb presiding) set the scheduling conference in this matter for March 1, 2024. ECF 11. After the parties submitted their Joint Rule 26(f) Report, but prior to the scheduling conference, the case was reassigned to the undersigned district judge. ECF 14. On April 1, 2024, upon review of the parties' Joint Rule 26(f) Report, the Court issued a pretrial scheduling order, setting in relevant part the non-expert discovery cut-off for September 12, 2024, the expert discovery cut-off for October 3, 2024, and the non-discovery motions hearing deadline for December 5, 2024. ECF 18 at 2. Plaintiff purportedly allowed the discovery deadlines to expire without conducting any discovery or naming any experts. See ECF 30 at 5. On October 24, 2024, Defendant filed the instant Motion, arguing that Plaintiff's claims have no basis in fact. Id. at 6. Plaintiff filed an Opposition. ECF 32. Defendant filed a Reply. ECF 35.
II. LEGAL STANDARD
Federal Rule of Civil Procedure 56 provides that summary judgment is appropriate where the movant has shown that “there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a). Entry of judgment is appropriate “if, under the governing law, there can be but one reasonable conclusion as to the verdict.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 250 (1986). “Material facts are those which may affect the outcome of the case.” Long v. Cnty. of Los Angeles, 442 F.3d 1178, 1185 (9th Cir. 2006); In re Caneva, 550 F.3d 755, 760 (9th Cir. 2008); Anderson, 447 U.S. at 248. “A dispute as to a material fact is genuine if there is sufficient evidence for a reasonable jury to return a verdict for the non-moving party.” Long, 442 F.3d at 1185; Thomas v. Ponder, 611 F.3d 1144, 1150 (9th Cir. 2010).
The moving party “bears the initial responsibility of informing the district court of the basis for its motion, and identifying those portions of [the record], which it believes demonstrate the absence of a genuine issue of material fact.” Celotex Corp v. Cartrett, 477 U.S. 317, 323 (1986). Where the moving party does not bear the burden of proof at trial, it need only show that “there is an absence of evidence to support the nonmoving party's case” to discharge its burden. Id. at 325. Once the moving party has met its initial burden, Rule 56(c) requires the nonmoving party to “go beyond the pleadings and by her own affidavits, or by the ‘depositions, answers to interrogatories, and admissions on file,’ designate ‘specific facts showing that there is a genuine issue for trial.’ ” Id. at 324; Norse v. City of Santa Cruz, 629 F.3d 966, 973 (9th Cir. 2010) (en banc). The court must grant summary judgment for the moving party if the nonmoving party “fails to make a showing sufficient to establish the existence of an element essential to that party's case, and on which that party will bear the burden of proof at trial.” Id. at 322.
“[I]n ruling on a motion for summary judgment, the nonmoving party's evidence ‘is to be believed, and all justifiable inferences are to be drawn in [that party's] favor.’ ” Hunt v. Cromartie, 526 U.S. 541, 552 (1999) (quoting Anderson, 477 U.S. at 255); Groh v. Ramirez, 540 U.S. 551, 562 (2004). However, “facts must be viewed in the light most favorable to the nonmoving party only if” the dispute as to those facts is “genuine.” Scott v. Harris, 550 U.S. 372, 380 (2007); Ricci v. DeStefano, 557 U.S. 557, 586 (2009). And a plaintiff's claims do not survive summary judgment where merely a “scintilla of evidence” supports them. Anderson, 477 U.S. at 252. Rather, “there must be evidence on which the [fact finder] could reasonably find for the plaintiff.” Id.; Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586 (1986) (requiring more than a “metaphysical doubt” to establish a genuine dispute of material fact).
III. DISCUSSION
A. Claim 1: Breach of Contract
*4 In its Complaint, Plaintiff alleges that Johnson Controls breached the Agreement because it failed to notify Jewelry Designs or police dispatch when the alarm was dismantled during the burglary. Compl. ¶¶ 14-15. Plaintiff's theory of breach is fundamentally flawed.
The material facts are undisputed. Jewelry Designs concedes that it entered into the Agreement with Johnson Controls to install and monitor the alarm system. SGD 1; see also ECF 32 (Hurley Decl.) at 11-12. Johnson Controls monitored the alarm system, which worked as designed, until the date of the burglary. SGD 2, 3. The unidentified burglar entered the Jewelry Designs store through a side wall from the neighboring business, disabled the alarm system by smashing the keypad and cutting the phone line, and thereby avoided triggering the alarm signal. SUF 4, 5; ECF 32 ¶¶ 3, 6, 7, Ex. 1. Plaintiff claims, however, that “the parties did not have the same understanding as to what the contract stated.” ECF 32 ¶ 29, at 6. Plaintiff “was at all times under the impression that they [sic] the alarm system would be effective” in this situation, and “that the monitoring station would have gotten a signal if the keypad was smashed[,] and the phone line cut.” ECF 32 ¶¶ 5, 11, at 2-3.
“An essential element of any contract is the consent of the parties, or mutual assent.” Donovan v. RRL Corp., 26 Cal. 4th 261, 270 (2001). “Mutual assent is determined under an objective standard applied to the outward manifestations or expressions of the parties, i.e., the reasonable meaning of their words and acts, and not their unexpressed intentions or understandings.” Serafin v. Balco Props. Ltd., LLC, 236 Cal. App. 4th 165, 173 (2015) (quoting Alexander v. Codemasters Grp. Ltd., 104 Cal. App. 4th 129, 141 (2002)). It is well-established that “[t]he parties' undisclosed intent or understanding is irrelevant to contract interpretation.” Cedars-Sinai Med. Ctr. v. Shewry, 137 Cal. App. 4th 964, 980 (2006) (citation omitted). “[I]t is the objective intent, as evidenced by the words of the contract, rather than the subjective intent of one of the parties, that controls interpretation.” Id. (citation omitted); Koenig v. Warner Unified Sch. Dist., 41 Cal. App. 5th 43, 58 (2019). As such, Plaintiff's subjective belief that the alarm system would be effective at preventing the burglary is irrelevant.
Yet Plaintiff's breach of contract claim turns entirely on subjective would have, should have, and could have eventualities wholly absent from the written terms of the Agreement. Jewelry Designs believes “if the alarm was set, it would go off if someone dismantled it in the middle of the night,” and that “the monitoring station would have gotten a signal if the keypad was smashed and the phone line cut.” ECF 32 ¶¶ 11, 13 (emphases added). It further claims that “even if there was no signal sent, the lack thereof, or a ‘failed to test’ signal would have been sufficient to notify Defendants of the burglary ....” Id. ¶ 10 (emphasis added). And because Plaintiff is a jewelry store, it believes “the standards for monitoring should have been in accordance with the fact that a jewelry store is a high target for burglaries.” Id. ¶ 12 (emphasis added). In other words, “there should have [been] [sic] a system in place where there are frequent test signals[.]” Id. ¶ 21 (emphasis added). And “if that were not the case, it should have been detailed in the contract as well.” Id. ¶¶ 21 (emphasis added); see also id. ¶ 31. Plaintiff contends that these omissions as to test signals rendered the contract “fraudulently misleading, incomplete and ambiguous.” Id. ¶ 22. “As a jewelry store, automatic alarm testing would have been imperative, say once every 60 minutes.” Id. ¶ 23 (emphasis added). “Had Defendants received frequent test signals around the time of the burglary, they would have gotten a ‘failed to test’ signal and could have dispatched the police around the time of the burglary.” Id. ¶ 22 (emphases added).
*5 These allegations are not supported by any materials in the record.3 See ECF 32 at 11-12. They are purely conjecture. In fact, Plaintiff concedes, as it must, that none of its favored terms appear in the fully integrated Agreement. See id. ¶ 30, at 6 (“The contract was devoid of indicating [sic] the alarm testing system, as well as the issue that the cellular backup would not send signals if the phone line was cut.”), ¶ 32 (“The contract is void of these points.”); ECF 32 at 12 (“[T]he fact that [frequent automatic tests were] not [programmed] was not clearly stated in the contract.”); id. (“[T]he fact that [the system did not communicate to central station if and when the phone line was cut] was not clearly stated in the contract.”). There are no references to “test reports,” “test signals,” or any other “test” events in the Agreement. In fact, the Agreement clearly reflects that the parties agreed Johnson Controls would monitor alarm signals, not test events. See ECF 28-2 at 7 (“If an alarm signal registers at Johnson Controls' [CMC], Johnson Controls will endeavor to notify the appropriate [authorities].”). The Agreement contains no promise that the alarm system would send a signal in the event it was disabled. To the contrary, the Agreement informs Jewelry Designs of the opposite:
JOHNSON CONTROLS' RECEIPT OF ALARM SIGNALS, ELECTRONIC DATA, VOICE DATA OR IMAGES (COLLECTIVELY “ALARM SIGNALS”) FROM THE EQUIPMENT OR SYSTEM INSTALLED IN CUSTOMER'S PREMISES IS DEPENDENT UPON PROPER TRANSMISSION OF SUCH ALARM SIGNALS ... JOHNSON CONTROLS CMC CANNOT RECEIVE ALARM SIGNALS WHEN THE CUSTOMER'S TELECO SERVICE OR OTHER TRANSMISSION MODE IS NOT OPERATING OR HAS BEEN CUT.
ECF 28-2 at 7. The manual for the Honeywell alarm system further confirms that it “does not offer guaranteed protection against burglary .... Any alarm system, whether commercial or residential, is subject to compromise or failure to warn for a variety of reasons.” Goldschmidt Decl. ¶ 4, Ex. B (ECF 28-2 at 13-93) at 88. The first reason listed is that “[i]ntruders may gain access through unprotected openings or have the technical sophistication to bypass an alarm sensor or disconnect an alarm warning device.” Id. Plaintiff admits that this is precisely what occurred on the night of the burglary. ECF 32 ¶¶ 3, 6, at 2.
The Agreement made explicit that “Johnson Controls shall have no liability for loss, damage or injury due directly or indirectly to events, or the consequences therefrom, which the System or Services are intended to detect or avert. Customer shall look exclusively to its insurer and not to Johnson Controls to pay Customer in the event of any such loss, damage or injury.” SUF 7. Plaintiff insists that inclusion of this limitation on liability was “convenient” and “strategic” on Johnson Control's part. ECF 32 ¶¶ 26, 29, at 5-6. Indeed, it was, for reasons made abundantly clear by this suit and long recognized by numerous California courts in upholding identical risk allocation provisions as a common feature in alarm service contracts. In Guthrie v. American Protection Industries, the California Court of Appeals considered a risk allocation provision akin to the one at issue here. 160 Cal. App. 3d 951, 953 n.1 (1984). The court observed:
The usual alarm system is designed to act as a deterrent in the first instance and to permit prompt detection and apprehension of the undeterred intruder. The success of such a system depends on many variables and intangibles such as the intestinal fortitude, agility, mental state, speed and skill of the burglar as well as the response time of the police, all of which are beyond the control of the installer of the system.... [As such,] it would be impossible in any case to prove, after the fact, that an operative alarm system would have prevented the crime. Consequently it would be impossible to prove that the failure of an alarm system caused any damage. Most persons, especially operators of business establishments, carry insurance for loss due to various types of crime. Presumptively insurance companies who issue such policies base their premiums on their assessment of the value of the property and the vulnerability of the premises. No reasonable person could expect that the provider of an alarm service would, for a fee unrelated to the value of the property, undertake to provide an identical type coverage should the alarm fail to prevent a crime.
*6 Id. at 954 (emphasis added).
The reasoning in Guthrie squarely applies here. Indeed, the Agreement specifies that Johnson Controls does not warrant that the alarm system will be effective at detecting or averting a burglary, and that “[t]he allocation of such risk remains with Customer, not Johnson Controls. Insurance, if any, covering such risk shall be obtained by Customer.... Customer shall look exclusively to its insurer and not to Johnson Controls to pay Customer in the event of any such loss, damage or injury.” SUF 7. Jewelry Designs agreed to and is bound by these terms.
Setting aside this absolute limitation on Defendant's liability, Plaintiff acknowledges that the Agreement also contains a “catch all” liquidated damages provision that limits Johnson Controls' liability to “a sum equal to 10% of the Annual Service Charge or $1,000, whichever is greater, as agreed upon damages and not as a penalty, as Customer's sole remedy.” SUF 7; ECF 32 ¶ 8, at 2. Such liquidated damages provisions are common and valid because “it is impracticable and extremely difficult to fix the damages which may result from the defendant's failure to render its service” in the context of an alarm system contract. Better Foods Mkts. v. Am. Dist. Tel. Co., 40 Cal. 2d 179, 184 (1953); accord Zurich Ins. Co. v. Kings Indus., Inc., 255 Cal. App. 2d 919, 924-25 (1967); Feary v. Aaron Burglar Alarm, Inc., 32 Cal. App. 3d 553, 557 (1973). In Better Foods Markets, the California Supreme Court explained:
The possibilities of the consequences of a failure of the defendant to perform its obligation under the contract are innumerable. A failure to receive the signals, or to respond to them, or to report them to the plaintiff would be a violation of the agreement. Entrances to the building after working hours might be made by persons having authority as well as by burglars or by persons bent upon mischief. They might or might not cause damage. There might be the theft of a ham, or of a truckload of goods, or the contents of a safe. There might be a breaking in for the purpose of theft and no theft. If money was taken it might be a few dollars or many thousands. Books might be tampered with, or papers abstracted. Damage might be caused in many ways that were not forseeable. In short, it w[ould be] extremely difficult to predict the nature and extent of the loss. Furthermore, there w[ould be] no way of ascertaining what portion of any loss sustained could be attributed to the defendant's failure to perform.
40 Cal. 2d at 186 (emphasis added).
Plaintiff asserts in conclusory terms that such limitations provisions are “unconscionable.” ECF 32 ¶ 26, at 5. Yet it fails to offer any support—legal or factual—for this proposition. In fact, Plaintiff's Opposition cites no caselaw whatsoever. Instead, it is abundantly clear that, dissatisfied with the agreed-to terms of the contract, Plaintiff now seeks to rewrite the Agreement to its liking. But lamenting missing contract terms, while ignoring the clear and unambiguous terms, does not substantiate a breach of contract claim. To the contrary, “[s]ummary judgment is appropriate when the contract terms are clear and unambiguous, even if the parties disagree as to their meaning.” United States v. King Features Ent., Inc., 843 F.2d 394, 398 (9th Cir. 1988); Int'l Union of Bricklayers v. Martin Jaska, Inc., 752 F. 2d 1401, 1406 (9th Cir. 1985) (“The fact that the parties dispute a contract's meaning does not establish that the contract is ambiguous.”). Here, the terms of the Agreement unambiguously provide that Plaintiff agreed to retain the risk that the alarm system would fail to detect or avert a burglary and to purchase insurance to cover such a risk of loss. This alone is fatal to Plaintiff's breach of contract claim. Accordingly, the Court GRANTS Defendant's Motion as to Claim 1.
B. Claim 3: Negligence
*7 In its Complaint, Plaintiff alleges that Defendant “owed a duty to Plaintiff to effectively monitor the alarm system and to make sure that the alarm was in working order.” Compl. ¶ 25. Defendant allegedly breached its duty by failing to “either sen[d] someone to the property to make sure the alarm was working or stop[ ] billing for the monitoring.” Id. ¶¶ 26, 27.
Plaintiff's negligence claim fails for several reasons. As explained above, there is no genuine dispute of material fact that Defendant monitored the alarm system, and therefore did not breach its duty to monitor. But more to the point, Plaintiff attempts to bring a common-law tort claim that duplicates its breach-of-contract claim. Compare Compl. ¶¶ 10-15 and id. ¶¶ 23-27. It is settled law in California that “conduct amounting to a breach of contract becomes tortious only when it also violates a duty independent of the contract arising from principles of tort law.” Erlich v. Menezes, 21 Cal. 4th 543, 551 (1999); see also Better Foods Mkts., 40 Cal. 2d at 187-88 (limiting a plaintiff to contractual remedies where a defendant alarm company failed timely to report alarm activations to law enforcement). In Valenzuela v. ADT Sec. Servs., Inc., the Ninth Circuit affirmed a district court's grant of summary judgment in favor of an alarm service company where its legal obligations to install and monitor the alarm system “arose solely from its contractual relationship with [the plaintiff], not from any duty independent of the parties' contract.” 475 F. App'x 115, 117 (9th Cir. 2012). The same outcome follows here. Plaintiff's attempts to distinguish Valenzuela are unavailing and incoherent. See ECF 32 ¶ 54. Plaintiff otherwise impermissibly falls back on unsubstantiated allegations of negligence in its unverified Complaint. Compare Compl. ¶¶ 23-27 and ECF 32 ¶¶ 38-42; see Orr v. Bank of Am., NT & SA, 285 F.3d 764, 773 (9th Cir. 2002) (“A trial court can only consider admissible evidence in ruling on a motion for summary judgment.”). Accordingly, the Court GRANTS Defendant's Motion as to Claim 3.
C. Claims 2, 4, 5: False Advertising, Misrepresentation, and Deceptive Sales
In its Complaint, Plaintiff alleges that Defendant engaged in false advertising and made a deceptive sale by advertising that their monitoring of the alarm system would be “effective in stopping burglaries.” Compl. ¶¶ 18; see id. ¶ 35. Plaintiff similarly alleges that Defendant misrepresented that “the alarm would be monitored.” Id. ¶¶ 30-32, 35-36.
None of these claims have any basis in fact. Plaintiff cannot point to any evidence in the record to support its allegations that Defendant did not monitor the alarm system or promised that its monitoring would be effective at preventing burglaries. The undisputed facts are that Defendant did monitor the alarm system and never advertised that its monitoring would be effective at preventing burglaries. SGD 2, 3; SUF 6, 7. Again, Johnson Controls explicitly made clear that it “MAKES NO GUARANTY OR WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THAT THE SERVICES, SYSTEM OR EQUIPMENT SUPPLIED WILL DETECT OR AVERT SUCH EVENTS OR THE CONSEQUENCES THEREFROM.” SUF 7. Similarly, Honeywell made clear that its alarm system “does not offer guaranteed protection against burglary.” ECF 28-2 at 88.
Plaintiff fails to even identify the purported statements that form the basis of its misrepresentation claim. But because the claim has no basis in the written terms of the Agreement, the purported misrepresentations are presumably external to the Agreement. Such a theory ignores the Agreement's integration, non-reliance clause, which states in relevant part that “[i]n signing this Agreement, [Jewelry Designs] is not relying on any advice, advertisements, or oral representations of Johnson Controls and agrees to be bound to the terms and conditions contained in all the pages of the Agreement.” SUF 9. California's parol evidence rule “provides that when parties enter an integrated written agreement, extrinsic evidence may not be relied upon to alter or add to the terms of the writing.” Riverisland Cold Storage, Inc. v. Fresno-Madera Prod. Credit Assn., 55 Cal. 4th 1169, 1174 (2013); see Cal. Civ. Proc. Code § 1856(a). Since the integration clause in the Agreement merged all prior written and oral communications between the parties, Plaintiff could not have justifiably relied on any pre-Agreement statements, whatever those may have been. See id. (“The written terms supersede statements made during the negotiations. Extrinsic evidence of the agreement's terms is thus irrelevant, and cannot be relied upon.”).
*8 Plaintiff offers no rebuttal. Once more, it merely restates the allegations in its Complaint without citing any evidence in the record. Compare Compl. ¶¶ 16-22, 28-36 and ECF 32 ¶¶ 34-37, 43-52. Its claims do not survive summary judgment. Accordingly, the Court GRANTS Defendant's Motion as to Claims 2, 4, and 5.
IV. CONCLUSION
For the foregoing reasons, Defendant's Motion for Summary Judgment is GRANTED in its entirety. The Court VACATES all further pre-trial dates and deadlines. Within five days of the date of this Order, Defendant shall file a proposed final judgment.
IT IS SO ORDERED.
All Citations
Slip Copy, 2025 WL 656654Footnotes
The Court has reviewed and considered all evidence in the record, including declarations and documentary evidence. Unless otherwise indicated, the facts set forth in this section are taken from Defendant's Statement of Uncontroverted Facts (“SUF”), Plaintiff's Statement of Genuine Disputes of Material Fact (“SGD”), or Defendant's Response to Statements of Genuine Dispute (“RSGD”). District courts are not required to make findings of fact on a motion for summary judgment. Fed. R. Civ. P. 52(a)(3). Instead, the court “may assume that the material facts as claimed and adequately supported by the moving party are admitted to exist without controversy except to the extent that such material facts are (a) included in the Statement of Genuine Disputes and (b) controverted by declaration or other written evidence filed in opposition to the motion. The Court is not obligated to look any further in the record for supporting evidence other than what is actually and specifically referenced” in the SUF, the SGD, and the RSGD. L.R. 56-4; see also Fed. R. Civ. P. 56(c).
The Court refers to allegations in Plaintiff's Complaint for background purposes only. A party's reliance on allegations in an unverified pleading are improper at summary judgment. See Orr v. Bank of Am., NT & SA, 285 F.3d 764, 773 (9th Cir. 2002) (“A trial court can only consider admissible evidence in ruling on a motion for summary judgment.”). Here, Plaintiff repeatedly relies on unsubstantiated allegations in its Complaint for statements of fact in opposition to summary judgment. Compare ECF 1 ¶¶ 1-2, Ex. A (Compl.) and ECF 32. Indeed, Plaintiff states only three facts in its SGD. See ECF 32 (Bakhos Decl.) at 13-14. None of Plaintiff's purported SGDs are supported by pin cite to “particular parts of materials in the record” as required by Federal Rule of Civil Procedure 56(c)(1)(A) and Local Rule 56-2. Moreover, by merely repeating several of Defendant's SUFs, the SGDs fail to establish any triable issue of material fact. Plaintiff and its counsel are admonished that this blatant failure to comply with the evidentiary standards at summary judgment may be grounds for sanctions. See Fed. R. Civ. P. 11(b); L.R. 83-7.
Plaintiff submitted a scant declaration of its agent Amanda Hurley in support of several legal conclusions couched as factual assertions. ECF 32 at 11-12. But “a conclusory, self-serving affidavit, lacking detailed facts and any supporting evidence, is insufficient to create a genuine issue of material fact.” Nilsson v. City of Mesa, 503 F.3d 947, 952 n.2 (9th Cir. 2007) (cleaned up).