Preview
Electronically FILED by Superior Court of California, County of Los Angeles on 04/16/2021 11:17 PM Sherri R. Carter, Executive Officer/Clerk of Court, by D. Ramos,Deputy Clerk
1 PETER C. SHERIDAN - State Bar No. 137267
psheridan@glaserweil.com
2 ALEXANDER J. SUAREZ - State Bar No. 289044
asuarez@glaserweil.com
3 GLASER WEIL FINK HOWARD
AVCHEN & SHAPIRO LLP
4 10250 Constellation Boulevard, 19th Floor
Los Angeles, California 90067
5 Telephone: (310) 553-3000
Facsimile: (310) 556-2920
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Attorneys for Defendant
7 Next Century Partners, LLC
8 SUPERIOR COURT OF THE STATE OF CALIFORNIA
9 FOR THE COUNTY OF LOS ANGELES, CENTRAL DISTRICT
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11 RETROLOCK CORP., a California corporation Case No. 21STCV07384
General Jurisdiction
12 Plaintiffs,
Assigned to the Honorable Gregory Keosian
13 v. Department: 61
14 NEXT CENTURY PARTNERS, LLC, a NEXT CENTURY PARTNERS, LLC’S
Delaware limited liability company; WEBCOR ANSWER TO COMPLAINT OF
15 CONSTRUCTION, LP, D.B.A WEBCOR RETROLOCK CORP.
BUILDERS, a California limited partnership; JP
16 MORGAN CHASE BANK, NATIONAL
ASSOCIATION, a national association bank; Action Filed: February 24, 2021
17 FIDELITY AND DEPOSIT COMPANY OF Trial Date: None set yet
MARYLAND, a Maryland corporation; and
18 DOES ONE (1) through TWENTY (20),
inclusive;
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Defendants.
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NEXT CENTURY PARTNERS, LLC’S ANSWER TO COMPLAINT
1992474
1 Defendant Next Century Partners, LLC (“NCP”) answers the Complaint (“Complaint”) of
2 Plaintiff Retrolock Corp. (“Plaintiff”) as follows:
3 GENERAL DENIAL
4 Pursuant to Section 431.30 (d) of the California Code of Civil Procedure, NCP hereby
5 denies, both generally and specifically, each and every allegation in the Complaint, and each
6 purported cause of action therein, and denies that Plaintiff has sustained or will sustain injuries or
7 damages in the sum or sums alleged, or in any sum at all, by reason of any act, omission, or fault on
8 the part of NCP, its agents, servants, or employees. NCP further denies engaging in any wrongful
9 conduct whatsoever.
10 AFFIRMATIVE DEFENSES
11 NCP asserts the following separate and independent affirmative defenses to the Complaint
12 and the causes of action attempted to be asserted therein. By labeling these as “Affirmative
13 Defenses,” NCP does not intend to assume, and does not assume, any additional burden of proof or
14 persuasion beyond those assigned to it by applicable law.
15 FIRST AFFIRMATIVE DEFENSE
16 (Failure to State a Cause of Action)
17 The Complaint, and each of the purported causes of action attempted to be asserted therein,
18 fails to state facts sufficient to constitute a cause of action against NCP.
19 SECOND AFFIRMATIVE DEFENSE
20 (Uncertainty in Pleading)
21 Insofar as it seeks relief against NCP, the Complaint is uncertain, ambiguous, or
22 unintelligible. (Cal Code Civ. Proc., § 430.30, subd. (f).).
23 THIRD AFFIRMATIVE DEFENSE
24 (Unclean Hands)
25 The Complaint, and each of the purported causes of action attempted to be asserted therein,
26 is barred, in whole or in part, by the doctrine of unclean hands.
27 ///
28 ///
2
NEXT CENTURY PARTNERS, LLC’S ANSWER TO COMPLAINT
1992474
1 FOURTH AFFIRMATIVE DEFENSE
2 (Material Breach of Contract)
3 The Complaint, and each of the purported causes of action attempted to be alleged therein, is
4 barred, in whole or in part, by Plaintiff’s material breaches of the contracts relied upon by Plaintiff
5 as the basis for its purported causes of action.
6 FIFTH AFFIRMATIVE DEFENSE
7 (Waiver)
8 The Complaint, and each of the purported causes of action attempted to be alleged therein, is
9 barred, in whole or in part, by the doctrine of waiver.
10 SIXTH AFFIRMATIVE DEFENSE
11 (Estoppel)
12 The Complaint, and each of the purported causes of action attempted to be alleged therein, is
13 barred, in whole or in part, by the doctrine of estoppel.
14 SEVENTH AFFIRMATIVE DEFENSE
15 (Failure to Mitigate)
16 The Complaint, and each of the purported causes of action attempted to be alleged therein, is
17 barred, in whole or in part, by Plaintiff’s failure to mitigate its alleged damages.
18 EIGHTH AFFIRMATIVE DEFENSE
19 (Offset)
20 The Complaint, and each of the purported causes of action attempted to be alleged therein, is
21 barred, in whole or in part, by the doctrine of offset in that NCP is entitled to damages from Plaintiff
22 for Plaintiff’s own wrongdoing or breach of contractual or other legal obligations and duties as to
23 NCP.
24 NINTH AFFIRMATIVE DEFENSE
25 (Privilege)
26 The Complaint, and each of the purported causes of action attempted to be alleged therein, is
27 barred, in whole or in part, by the doctrine of privilege in that NCP was privileged to act as it did.
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NEXT CENTURY PARTNERS, LLC’S ANSWER TO COMPLAINT
1992474
1 TENTH AFFIRMATIVE DEFENSE
2 (Justification)
3 The Complaint, and each of the purported causes of action attempted to be alleged, therein is
4 barred, in whole or in part, by the doctrine of justification in that NCP was justified in acting as it
5 did.
6 ELEVENTH AFFIRMATIVE DEFENSE
7 (Substantial Performance)
8 The Complaint, and each of the purported causes of action attempted to be alleged therein, is
9 barred, in whole or in part, because NCP has performed, or substantially performed, all its
10 contractual obligations.
11 TWELFTH AFFIRMATIVE DEFENSE
12 (Excuse)
13 The Complaint, and each of the purported causes of action attempted to be alleged therein, is
14 barred, in whole or in part, because NCP was excused from performing its alleged obligations upon
15 which the Complaint is purportedly based.
16 THIRTEENTH AFFIRMATIVE DEFENSE
17 (Unjust Enrichment)
18 The Complaint, and each of the purported causes of action attempted to be alleged therein, is
19 barred, in whole or in part, because any award to or recovery by Plaintiff as to NCP would result in
20 Plaintiff’s unjust enrichment.
21 FOURTEENTH AFFIRMATIVE DEFENSE
22 (Failure to Perform)
23 The Complaint, and each of the purported causes of action attempted to be alleged therein, is
24 barred, in whole or in part, by Plaintiff’s own failure to perform its obligations.
25 FIFTEENTH AFFIRMATIVE DEFENSE
26 (Conditions Precedent and/or Antecedent)
27 The Complaint, and each of the purported causes of action attempted to be alleged therein, is
28 barred, in whole or in part, because any alleged agreements were subject to a condition precedent
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NEXT CENTURY PARTNERS, LLC’S ANSWER TO COMPLAINT
1992474
1 and/or antecedent and such conditions have occurred or have not occurred thereby extinguishing or
2 precluding liability of NCP under those agreements at this time.
3 SIXTEENTH AFFIRMATIVE DEFENSE
4 (Failure to Comply with Applicable Law)
5 Plaintiff’s fourth cause of action is barred, in whole or in part, to the extent Plaintiff failed to
6 comply with Civil Code Sections 8500, et seq., governing the enforcement of stop payment notices
7 based on private works of improvement.
8 SEVENTEENTH AFFIRMATIVE DEFENSE
9 (Failure to Comply with Statutory Notice Requirements)
10 Plaintiff’s fourth cause of action is barred, in whole or in part, to the extent Plaintiff failed to
11 comply with the filing, notice and/or service requirements of, without limitation, California Civil
12 Code sections 8100, et seq. and/or to the extent that any such attempted compliance is otherwise
13 defective.
14 EIGHTEENTH AFFIRMATIVE DEFENSE
15 (Failure to Comply with Civil Code Preliminary Notice Requirements)
16 Plaintiff’s fourth cause of action is barred, in whole or in part, to the extent Plaintiff failed to
17 comply with the filing, notice and/or service requirements of, without limitation, California Civil
18 Code sections 8200, et seq. and/or to the extent that any such attempted compliance is otherwise
19 defective.
20 NINETEENTH AFFIRMATIVE DEFENSE
21 (Liability of Third Parties)
22 The Complaint, and each of the purported causes of action attempted to be alleged therein, is
23 barred, in whole or in part, because the obligations owed to Plaintiff, if any, are owed by parties,
24 persons, or entities other than NCP.
25 TWENTIETH AFFIRMATIVE DEFENSE
26 (Damages Caused by Others)
27 The Complaint, and each of the purported causes of action attempted to be alleged therein, is
28 barred, in whole or in part, because Plaintiff’s claimed damages, if any, were directly and
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NEXT CENTURY PARTNERS, LLC’S ANSWER TO COMPLAINT
1992474
1 proximately caused by, or contributed to, by Plaintiff’s own actions or by the actions of other
2 parties, persons, or entities separate and apart from NCP, including, without limitation, unknown
3 third parties, persons, or entities.
4 TWENTY-FIRST AFFIRMATIVE DEFENSE
5 (Comparative Fault)
6 The Complaint, and each of the purported causes of action attempted to be alleged therein, is
7 barred, in whole or in part, because Plaintiff itself was responsible, in whole or in part, for the
8 purported damages it contends it has suffered, and Plaintiff was fully aware and assumed the risks of
9 the purported circumstances and events alleged in the Complaint. Under principles of comparative
10 fault, Plaintiff’s recovery, if any, must be barred entirely or reduced based on Plaintiff’s own
11 culpability.
12 TWENTY-SECOND AFFIRMATIVE DEFENSE
13 (Negligent Conduct)
14 The Complaint, and each of the purported causes of action attempted to be alleged therein, is
15 barred, in whole or in part, because Plaintiff’s damages, if any, were proximately caused and/or
16 contributed to by the negligence and/or otherwise wrongful or unlawful conduct of Plaintiff and/or
17 persons or entities whose conduct is imputable to Plaintiff such that recovery by Plaintiff is
18 precluded in whole or in part.
19 TWENTY-THIRD AFFIRMATIVE DEFENSE
20 (Conduct)
21 The Complaint, and each of the purported causes of action attempted to be alleged therein, is
22 barred, in whole or in part, because the conduct of Plaintiff and/or persons or entities whose conduct
23 is imputable to Plaintiff precludes recovery, in whole or in part, by Plaintiff against NCP for any
24 claims asserted in the Complaint.
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6
NEXT CENTURY PARTNERS, LLC’S ANSWER TO COMPLAINT
1992474
1 TWENTY-FOURTH AFFIRMATIVE DEFENSE
2 (Defective Labor)
3 The Complaint, and each of the purported causes of action attempted to be alleged therein, is
4 barred, in whole or in part, to the extent that the labor allegedly supplied by Plaintiff was, in whole
5 or in part, unsatisfactory and/or unnecessary and not pursuant to any proper requirement for such
6 labor.
7 TWENTY-FIFTH AFFIRMATIVE DEFENSE
8 (Defective Material or Equipment)
9 The Complaint, and each of the purported causes of action attempted to be alleged therein, is
10 barred, in whole or in part, to the extent that any material supplied by Plaintiff was defective and/or
11 not in conformance with the requirements for such material.
12 TWENTY-SIXTH AFFIRMATIVE DEFENSE
13 (Release)
14 The Complaint, and each of the purported causes of action attempted to be alleged therein, is
15 barred, in whole or in part, to the extent that Plaintiff’s conduct constitutes a complete or partial
16 release of any and all claims it may have had against NCP.
17 TWENTY-SEVENTH AFFIRMATIVE DEFENSE
18 (Secondary Liability)
19 The Complaint, and each of the purported causes of action attempted to be alleged therein, is
20 barred, in whole or in part, because, to the extent NCP is held liable to Plaintiff (and NCP denies
21 that there is any basis for NCP to be held liable to Plaintiff), NCP’s liability would be passive,
22 imputed, or secondary while Plaintiff, Webcor, or third parties would be actively or primarily liable
23 for Plaintiff’s alleged damages.
24 TWENTY-EIGHTH AFFIRMATIVE DEFENSE
25 (Reservation of Other Defenses)
26 NCP hereby gives notice that it reserves the right (a) to rely on other and further defenses as
27 may become available during discovery and/or investigation in this action, and (b) to amend this
28 Answer to assert those defenses.
7
NEXT CENTURY PARTNERS, LLC’S ANSWER TO COMPLAINT
1992474
1 PRAYER
2 WHEREFORE, NCP prays as follows:
3 1. That Plaintiff take nothing on the Complaint and that no relief be awarded against
4 NCP;
5 2. That the Complaint be dismissed, with prejudice and in its entirety, as to NCP and
6 that judgment be entered on the Complaint in NCP’s favor and against Plaintiff.
7 3. That NCP be awarded its costs of suit and expenses incurred in this action, including
8 reasonable attorneys’ fees to the extent it has a right to their recovery under the law; and
9 4. That NCP be awarded such other, different, and further relief as the Court may deem
10 just and proper.
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12 DATED: April 16, 2021 GLASER WEIL FINK HOWARD
AVCHEN & SHAPIRO LLP
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By:
PETER SHERIDAN
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ALEXANDER J. SUAREZ
Attorneys for Defendant,
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Next Century Partners, LLC
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NEXT CENTURY PARTNERS, LLC’S ANSWER TO COMPLAINT
1992474
1 PROOF OF SERVICE
2 STATE OF CALIFORNIA, COUNTY OF LOS ANGELES
3 I am employed in the County of Los Angeles, State of California; I am over the age of 18
and not a party to the within action; my business address is 10250 Constellation Boulevard, 19th
4 Floor, Los Angeles, California 90067.
5 On April 16, 2021, I served the foregoing document(s) described as NEXT CENTURY
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PARTNERS, LLC’S ANSWER TO COMPLAINT on the interested parties to this action by
delivering thereof in a sealed envelope addressed to each of said interested parties at the following
7 address(es):
8 (BY MAIL) I am readily familiar with the business practice for collection and processing of
correspondence for mailing with the United States Postal Service. This correspondence shall
9 be deposited with the United States Postal Service this same day in the ordinary course of
business at our Firm’s office address in Los Angeles, California. Service made pursuant to
10 this paragraph, upon motion of a party served, shall be presumed invalid if the postal
cancellation date of postage meter date on the envelope is more than one day after the date of
11 deposit for mailing contained in this affidavit.
12 (BY ELECTRONIC SERVICE) by causing the foregoing document(s) to be electronically
filed using the Court’s Electronic Filing System which constitutes service of the filed
13 document(s) on the individual(s) listed on the attached mailing list.
14 (BY E-MAIL SERVICE) I caused such document to be delivered electronically via e-mail
to the e-mail address of the addressee(s) set forth in the attached service list.
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(BY OVERNIGHT DELIVERY) I served the foregoing document by FedEx, an express
16 service carrier which provides overnight delivery, as follows: I placed true copies of the
foregoing document in sealed envelopes or packages designated by the express service
17 carrier, addressed to each interested party as set forth above, with fees for overnight delivery
paid or provided for.
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(BY PERSONAL SERVICE) I caused such envelope to be delivered by hand to the offices
19 of the above named addressee(s).
20 (State) I declare under penalty of perjury under the laws of the State of California that
the above is true and correct.
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Executed on April 16, 2021, at Los Angeles, California.
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24 Alexander J. Suarez
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PROOF OF SERVICE
1942856.1
1 Retrolock Corp. vs Next Century Partners, LLC, et al.
LASC Case No.: 21STCV07384
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SERVICE LIST
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Grant A. Nigolian Attorneys for Plaintiff RETROLOCK
4 GRANT NIGOLIAN, P.C. CORP.
695 Town Center Drive, Suite 700
5 Costa Mesa, CA 92626
Tel: (310) 853-2777
6 grant@gnpclaw.com
7 David M. Huff, Esq Attorneys for JPMORGAN CHASE BANK,
ORBACH HUFF SUAREZ & N.A.
8 HENDERSON LLP
1901 Avenue of the Stars, Suite 575
9 Los Angeles, California 90067
dhuff@ohshlaw.com
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Garrett E. Dillon Attorneys for WEBCOR CONSTRUCTION,
11 VARELA LEE METZ & GUARINO LLP LP & FIDELITY and DEPOSIT
333 Bush Street, Suite 1500 COMPANY OF MARYLAND.
12 San Francisco, CA 94104
(415) 623-7000
13 gdillon@vlmglaw.com
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PROOF OF SERVICE
1942856.1
Preview
Electronically FILED by Superior Court of California, County of Los Angeles on 04/16/2021 11:17 PM Sherri R. Carter, Executive Officer/Clerk of Court, by D. Ramos,Deputy Clerk 1 PETER C. SHERIDAN - State Bar No. 137267 psheridan@glaserweil.com 2 ALEXANDER J. SUAREZ - State Bar No. 289044 asuarez@glaserweil.com 3 GLASER WEIL FINK HOWARD AVCHEN & SHAPIRO LLP 4 10250 Constellation Boulevard, 19th Floor Los Angeles, California 90067 5 Telephone: (310) 553-3000 Facsimile: (310) 556-2920 6 Attorneys for Defendant 7 Next Century Partners, LLC 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA 9 FOR THE COUNTY OF LOS ANGELES, CENTRAL DISTRICT 10 11 RETROLOCK CORP., a California corporation Case No. 21STCV07384 General Jurisdiction 12 Plaintiffs, Assigned to the Honorable Gregory Keosian 13 v. Department: 61 14 NEXT CENTURY PARTNERS, LLC, a NEXT CENTURY PARTNERS, LLC’S Delaware limited liability company; WEBCOR ANSWER TO COMPLAINT OF 15 CONSTRUCTION, LP, D.B.A WEBCOR RETROLOCK CORP. BUILDERS, a California limited partnership; JP 16 MORGAN CHASE BANK, NATIONAL ASSOCIATION, a national association bank; Action Filed: February 24, 2021 17 FIDELITY AND DEPOSIT COMPANY OF Trial Date: None set yet MARYLAND, a Maryland corporation; and 18 DOES ONE (1) through TWENTY (20), inclusive; 19 Defendants. 20 21 22 23 24 25 26 27 28 1 NEXT CENTURY PARTNERS, LLC’S ANSWER TO COMPLAINT 1992474 1 Defendant Next Century Partners, LLC (“NCP”) answers the Complaint (“Complaint”) of 2 Plaintiff Retrolock Corp. (“Plaintiff”) as follows: 3 GENERAL DENIAL 4 Pursuant to Section 431.30 (d) of the California Code of Civil Procedure, NCP hereby 5 denies, both generally and specifically, each and every allegation in the Complaint, and each 6 purported cause of action therein, and denies that Plaintiff has sustained or will sustain injuries or 7 damages in the sum or sums alleged, or in any sum at all, by reason of any act, omission, or fault on 8 the part of NCP, its agents, servants, or employees. NCP further denies engaging in any wrongful 9 conduct whatsoever. 10 AFFIRMATIVE DEFENSES 11 NCP asserts the following separate and independent affirmative defenses to the Complaint 12 and the causes of action attempted to be asserted therein. By labeling these as “Affirmative 13 Defenses,” NCP does not intend to assume, and does not assume, any additional burden of proof or 14 persuasion beyond those assigned to it by applicable law. 15 FIRST AFFIRMATIVE DEFENSE 16 (Failure to State a Cause of Action) 17 The Complaint, and each of the purported causes of action attempted to be asserted therein, 18 fails to state facts sufficient to constitute a cause of action against NCP. 19 SECOND AFFIRMATIVE DEFENSE 20 (Uncertainty in Pleading) 21 Insofar as it seeks relief against NCP, the Complaint is uncertain, ambiguous, or 22 unintelligible. (Cal Code Civ. Proc., § 430.30, subd. (f).). 23 THIRD AFFIRMATIVE DEFENSE 24 (Unclean Hands) 25 The Complaint, and each of the purported causes of action attempted to be asserted therein, 26 is barred, in whole or in part, by the doctrine of unclean hands. 27 /// 28 /// 2 NEXT CENTURY PARTNERS, LLC’S ANSWER TO COMPLAINT 1992474 1 FOURTH AFFIRMATIVE DEFENSE 2 (Material Breach of Contract) 3 The Complaint, and each of the purported causes of action attempted to be alleged therein, is 4 barred, in whole or in part, by Plaintiff’s material breaches of the contracts relied upon by Plaintiff 5 as the basis for its purported causes of action. 6 FIFTH AFFIRMATIVE DEFENSE 7 (Waiver) 8 The Complaint, and each of the purported causes of action attempted to be alleged therein, is 9 barred, in whole or in part, by the doctrine of waiver. 10 SIXTH AFFIRMATIVE DEFENSE 11 (Estoppel) 12 The Complaint, and each of the purported causes of action attempted to be alleged therein, is 13 barred, in whole or in part, by the doctrine of estoppel. 14 SEVENTH AFFIRMATIVE DEFENSE 15 (Failure to Mitigate) 16 The Complaint, and each of the purported causes of action attempted to be alleged therein, is 17 barred, in whole or in part, by Plaintiff’s failure to mitigate its alleged damages. 18 EIGHTH AFFIRMATIVE DEFENSE 19 (Offset) 20 The Complaint, and each of the purported causes of action attempted to be alleged therein, is 21 barred, in whole or in part, by the doctrine of offset in that NCP is entitled to damages from Plaintiff 22 for Plaintiff’s own wrongdoing or breach of contractual or other legal obligations and duties as to 23 NCP. 24 NINTH AFFIRMATIVE DEFENSE 25 (Privilege) 26 The Complaint, and each of the purported causes of action attempted to be alleged therein, is 27 barred, in whole or in part, by the doctrine of privilege in that NCP was privileged to act as it did. 28 3 NEXT CENTURY PARTNERS, LLC’S ANSWER TO COMPLAINT 1992474 1 TENTH AFFIRMATIVE DEFENSE 2 (Justification) 3 The Complaint, and each of the purported causes of action attempted to be alleged, therein is 4 barred, in whole or in part, by the doctrine of justification in that NCP was justified in acting as it 5 did. 6 ELEVENTH AFFIRMATIVE DEFENSE 7 (Substantial Performance) 8 The Complaint, and each of the purported causes of action attempted to be alleged therein, is 9 barred, in whole or in part, because NCP has performed, or substantially performed, all its 10 contractual obligations. 11 TWELFTH AFFIRMATIVE DEFENSE 12 (Excuse) 13 The Complaint, and each of the purported causes of action attempted to be alleged therein, is 14 barred, in whole or in part, because NCP was excused from performing its alleged obligations upon 15 which the Complaint is purportedly based. 16 THIRTEENTH AFFIRMATIVE DEFENSE 17 (Unjust Enrichment) 18 The Complaint, and each of the purported causes of action attempted to be alleged therein, is 19 barred, in whole or in part, because any award to or recovery by Plaintiff as to NCP would result in 20 Plaintiff’s unjust enrichment. 21 FOURTEENTH AFFIRMATIVE DEFENSE 22 (Failure to Perform) 23 The Complaint, and each of the purported causes of action attempted to be alleged therein, is 24 barred, in whole or in part, by Plaintiff’s own failure to perform its obligations. 25 FIFTEENTH AFFIRMATIVE DEFENSE 26 (Conditions Precedent and/or Antecedent) 27 The Complaint, and each of the purported causes of action attempted to be alleged therein, is 28 barred, in whole or in part, because any alleged agreements were subject to a condition precedent 4 NEXT CENTURY PARTNERS, LLC’S ANSWER TO COMPLAINT 1992474 1 and/or antecedent and such conditions have occurred or have not occurred thereby extinguishing or 2 precluding liability of NCP under those agreements at this time. 3 SIXTEENTH AFFIRMATIVE DEFENSE 4 (Failure to Comply with Applicable Law) 5 Plaintiff’s fourth cause of action is barred, in whole or in part, to the extent Plaintiff failed to 6 comply with Civil Code Sections 8500, et seq., governing the enforcement of stop payment notices 7 based on private works of improvement. 8 SEVENTEENTH AFFIRMATIVE DEFENSE 9 (Failure to Comply with Statutory Notice Requirements) 10 Plaintiff’s fourth cause of action is barred, in whole or in part, to the extent Plaintiff failed to 11 comply with the filing, notice and/or service requirements of, without limitation, California Civil 12 Code sections 8100, et seq. and/or to the extent that any such attempted compliance is otherwise 13 defective. 14 EIGHTEENTH AFFIRMATIVE DEFENSE 15 (Failure to Comply with Civil Code Preliminary Notice Requirements) 16 Plaintiff’s fourth cause of action is barred, in whole or in part, to the extent Plaintiff failed to 17 comply with the filing, notice and/or service requirements of, without limitation, California Civil 18 Code sections 8200, et seq. and/or to the extent that any such attempted compliance is otherwise 19 defective. 20 NINETEENTH AFFIRMATIVE DEFENSE 21 (Liability of Third Parties) 22 The Complaint, and each of the purported causes of action attempted to be alleged therein, is 23 barred, in whole or in part, because the obligations owed to Plaintiff, if any, are owed by parties, 24 persons, or entities other than NCP. 25 TWENTIETH AFFIRMATIVE DEFENSE 26 (Damages Caused by Others) 27 The Complaint, and each of the purported causes of action attempted to be alleged therein, is 28 barred, in whole or in part, because Plaintiff’s claimed damages, if any, were directly and 5 NEXT CENTURY PARTNERS, LLC’S ANSWER TO COMPLAINT 1992474 1 proximately caused by, or contributed to, by Plaintiff’s own actions or by the actions of other 2 parties, persons, or entities separate and apart from NCP, including, without limitation, unknown 3 third parties, persons, or entities. 4 TWENTY-FIRST AFFIRMATIVE DEFENSE 5 (Comparative Fault) 6 The Complaint, and each of the purported causes of action attempted to be alleged therein, is 7 barred, in whole or in part, because Plaintiff itself was responsible, in whole or in part, for the 8 purported damages it contends it has suffered, and Plaintiff was fully aware and assumed the risks of 9 the purported circumstances and events alleged in the Complaint. Under principles of comparative 10 fault, Plaintiff’s recovery, if any, must be barred entirely or reduced based on Plaintiff’s own 11 culpability. 12 TWENTY-SECOND AFFIRMATIVE DEFENSE 13 (Negligent Conduct) 14 The Complaint, and each of the purported causes of action attempted to be alleged therein, is 15 barred, in whole or in part, because Plaintiff’s damages, if any, were proximately caused and/or 16 contributed to by the negligence and/or otherwise wrongful or unlawful conduct of Plaintiff and/or 17 persons or entities whose conduct is imputable to Plaintiff such that recovery by Plaintiff is 18 precluded in whole or in part. 19 TWENTY-THIRD AFFIRMATIVE DEFENSE 20 (Conduct) 21 The Complaint, and each of the purported causes of action attempted to be alleged therein, is 22 barred, in whole or in part, because the conduct of Plaintiff and/or persons or entities whose conduct 23 is imputable to Plaintiff precludes recovery, in whole or in part, by Plaintiff against NCP for any 24 claims asserted in the Complaint. 25 /// 26 /// 27 /// 28 /// 6 NEXT CENTURY PARTNERS, LLC’S ANSWER TO COMPLAINT 1992474 1 TWENTY-FOURTH AFFIRMATIVE DEFENSE 2 (Defective Labor) 3 The Complaint, and each of the purported causes of action attempted to be alleged therein, is 4 barred, in whole or in part, to the extent that the labor allegedly supplied by Plaintiff was, in whole 5 or in part, unsatisfactory and/or unnecessary and not pursuant to any proper requirement for such 6 labor. 7 TWENTY-FIFTH AFFIRMATIVE DEFENSE 8 (Defective Material or Equipment) 9 The Complaint, and each of the purported causes of action attempted to be alleged therein, is 10 barred, in whole or in part, to the extent that any material supplied by Plaintiff was defective and/or 11 not in conformance with the requirements for such material. 12 TWENTY-SIXTH AFFIRMATIVE DEFENSE 13 (Release) 14 The Complaint, and each of the purported causes of action attempted to be alleged therein, is 15 barred, in whole or in part, to the extent that Plaintiff’s conduct constitutes a complete or partial 16 release of any and all claims it may have had against NCP. 17 TWENTY-SEVENTH AFFIRMATIVE DEFENSE 18 (Secondary Liability) 19 The Complaint, and each of the purported causes of action attempted to be alleged therein, is 20 barred, in whole or in part, because, to the extent NCP is held liable to Plaintiff (and NCP denies 21 that there is any basis for NCP to be held liable to Plaintiff), NCP’s liability would be passive, 22 imputed, or secondary while Plaintiff, Webcor, or third parties would be actively or primarily liable 23 for Plaintiff’s alleged damages. 24 TWENTY-EIGHTH AFFIRMATIVE DEFENSE 25 (Reservation of Other Defenses) 26 NCP hereby gives notice that it reserves the right (a) to rely on other and further defenses as 27 may become available during discovery and/or investigation in this action, and (b) to amend this 28 Answer to assert those defenses. 7 NEXT CENTURY PARTNERS, LLC’S ANSWER TO COMPLAINT 1992474 1 PRAYER 2 WHEREFORE, NCP prays as follows: 3 1. That Plaintiff take nothing on the Complaint and that no relief be awarded against 4 NCP; 5 2. That the Complaint be dismissed, with prejudice and in its entirety, as to NCP and 6 that judgment be entered on the Complaint in NCP’s favor and against Plaintiff. 7 3. That NCP be awarded its costs of suit and expenses incurred in this action, including 8 reasonable attorneys’ fees to the extent it has a right to their recovery under the law; and 9 4. That NCP be awarded such other, different, and further relief as the Court may deem 10 just and proper. 11 12 DATED: April 16, 2021 GLASER WEIL FINK HOWARD AVCHEN & SHAPIRO LLP 13 14 By: PETER SHERIDAN 15 ALEXANDER J. SUAREZ Attorneys for Defendant, 16 Next Century Partners, LLC 17 18 19 20 21 22 23 24 25 26 27 28 8 NEXT CENTURY PARTNERS, LLC’S ANSWER TO COMPLAINT 1992474 1 PROOF OF SERVICE 2 STATE OF CALIFORNIA, COUNTY OF LOS ANGELES 3 I am employed in the County of Los Angeles, State of California; I am over the age of 18 and not a party to the within action; my business address is 10250 Constellation Boulevard, 19th 4 Floor, Los Angeles, California 90067. 5 On April 16, 2021, I served the foregoing document(s) described as NEXT CENTURY 6 PARTNERS, LLC’S ANSWER TO COMPLAINT on the interested parties to this action by delivering thereof in a sealed envelope addressed to each of said interested parties at the following 7 address(es): 8 (BY MAIL) I am readily familiar with the business practice for collection and processing of correspondence for mailing with the United States Postal Service. This correspondence shall 9 be deposited with the United States Postal Service this same day in the ordinary course of business at our Firm’s office address in Los Angeles, California. Service made pursuant to 10 this paragraph, upon motion of a party served, shall be presumed invalid if the postal cancellation date of postage meter date on the envelope is more than one day after the date of 11 deposit for mailing contained in this affidavit. 12 (BY ELECTRONIC SERVICE) by causing the foregoing document(s) to be electronically filed using the Court’s Electronic Filing System which constitutes service of the filed 13 document(s) on the individual(s) listed on the attached mailing list. 14 (BY E-MAIL SERVICE) I caused such document to be delivered electronically via e-mail to the e-mail address of the addressee(s) set forth in the attached service list. 15 (BY OVERNIGHT DELIVERY) I served the foregoing document by FedEx, an express 16 service carrier which provides overnight delivery, as follows: I placed true copies of the foregoing document in sealed envelopes or packages designated by the express service 17 carrier, addressed to each interested party as set forth above, with fees for overnight delivery paid or provided for. 18 (BY PERSONAL SERVICE) I caused such envelope to be delivered by hand to the offices 19 of the above named addressee(s). 20 (State) I declare under penalty of perjury under the laws of the State of California that the above is true and correct. 21 Executed on April 16, 2021, at Los Angeles, California. 22 23 24 Alexander J. Suarez 25 26 27 28 1 PROOF OF SERVICE 1942856.1 1 Retrolock Corp. vs Next Century Partners, LLC, et al. LASC Case No.: 21STCV07384 2 SERVICE LIST 3 Grant A. Nigolian Attorneys for Plaintiff RETROLOCK 4 GRANT NIGOLIAN, P.C. CORP. 695 Town Center Drive, Suite 700 5 Costa Mesa, CA 92626 Tel: (310) 853-2777 6 grant@gnpclaw.com 7 David M. Huff, Esq Attorneys for JPMORGAN CHASE BANK, ORBACH HUFF SUAREZ & N.A. 8 HENDERSON LLP 1901 Avenue of the Stars, Suite 575 9 Los Angeles, California 90067 dhuff@ohshlaw.com 10 Garrett E. Dillon Attorneys for WEBCOR CONSTRUCTION, 11 VARELA LEE METZ & GUARINO LLP LP & FIDELITY and DEPOSIT 333 Bush Street, Suite 1500 COMPANY OF MARYLAND. 12 San Francisco, CA 94104 (415) 623-7000 13 gdillon@vlmglaw.com 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2 PROOF OF SERVICE 1942856.1