Preview
1 Gregory S. Cavallo (Bar No. 173270)
Jeffrey W. Shopoff (Bar No. 46278)
2 SHOPOFF CAVALLO LLP
155 Montgomery Street, Suite 401 ELECTRONICALLY
3 San Francisco, CA 94104 F I L E D
Phone and fax: (415) 854-0370 Superior Court of California,
4 County of San Francisco
Attorneys for Plaintiff 12/08/2021
5 White House Ventures, LLC Clerk of the Court
BY: YOLANDA TABO-RAMIREZ
6 Deputy Clerk
SUPERIOR COURT OF THE STATE OF CALIFORNIA
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COUNTY OF SAN FRANCISCO
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UNLIMITED JURISDICTION
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10 WHITE HOUSE VENTURES, LLC, CASE NO. CGC-20-582659
a California limited liability company,
11 SUPPLEMENTAL DECLARATION OF
Plaintiff, ATTORNEY CAVALLO IN SUPPORT OF
12 v. WHITE HOUSE VENTURES, LLC’S
OPPOSITION TO DEFENDANT ALICE
13 ALICE PHELAN SULLIVAN PHELAN SULLIVAN CORPORATION’S
CORPORATION, a California corporation; MOTION TO ENFORCE SETTLEMENT
14 and DOES 1-100, AND FOR ENTRY OF JUDGMENT
15 Defendants, Dept: 505
Hearing Date: December 13, 2021
16 Hearing Time: 9:00 a.m.
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19 I, Gregory S. Cavallo, declare as follows:
20 1. I am a partner in the law firm of Shopoff Cavallo LLP, and attorney for Plaintiff
21 White House Ventures, LLC (“Tenant”). I have personal knowledge of the following facts and, if
22 called upon to do so, could testify competently thereto.
23 2. I submit the following supplemental declaration in support of White House
24 Ventures, LLC’s Opposition To Defendant Alice Phelan Sullivan Corporation’s Motion To Enforce
25 Settlement And For Entry Of Judgment.
26 ///
27 ///
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SHOPOFF -1-
CAVALLO SUPPLEMENTAL DECLARATION OF CAVALLO IN
LLP
OPPOSITION TO APS’S MOTION TO ENFORCE
1 3. On Saturday, November 20, I had a half-hour telephone call with Landlord’s counsel
2 Steve Hammond. The vast majority of the time was spent discussing the Landlord’s insistence on
3 Mr. Karas encouraging the current garage operator to sign a contract with Landlord well before the
4 closing, and Tenant’s insistence that it wasn’t in the mediated settlement terms, and was not
5 necessary because Mr. Karas would ensure a smooth transition. However, Mr. Hammond did say
6 something offhandedly along the lines of Landlord having “lined up financing” or “secured
7 financing,” which came as no surprise whatsoever to me, as I believed that Landlord had securing
8 financing months ago, and it was two days before the waiver deadline and Landlord was still paying
9 attorneys’ fees to negotiate the terms. But in my experience, simply having financing is not the
10 equivalent of waiving a financing contingency.
11 4. As for the idea of removing of the contingency language from the draft PSA as of
12 November 20, I agreed with counsel for Landlord that given the timing, there was no longer any
13 need for contingency waiver language in the purchase and sale agreement. But that was not because
14 Landlord had waived it already. It was because the waiver date was going to come at the same time,
15 or before, the purchase and sale agreement and settlement agreement could possibly be signed. This
16 phone call was Saturday, November 20, and the deadline was Monday, November 22, and Tenant
17 hadn’t even received Landlord’s response to Tenant’s revisions of the agreements. So, it was a
18 certainty that the final agreements wouldn’t be signed until late in the day on Monday at the earliest.
19 Therefore, there was no point in including the financing contingency waiver methodology in the
20 PSA. The waiver would have to be made before (or at best at the same time as) the PSA was signed.
21 5. Simultaneously with failing to provide a written notice of waiver, Landlord’s counsel
22 also had not communicated with me for two-and-a-half days about the deal, or sent Landlord
23 revisions or comments about Tenant’s revisions to the PSA or settlement agreement (most of which
24 Landlord had for 10 days), or funding the earnest money escrow deposit.
25 6. While Tenant did not expressly reject the “waiver by silence” language in its revisions
26 to the PSA (as Tenant was trying to pick its battles), Tenant did not agree to it either.
27 ///
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SHOPOFF -2-
CAVALLO SUPPLEMENTAL DECLARATION OF CAVALLO IN
LLP
OPPOSITION TO APS’S MOTION TO ENFORCE
1 I declare under penalty of perjury under the laws of the State of California that the foregoing
2 is true and correct. Executed this 8th day of December, 2021, at San Francisco, California.
3
4 ______________________
Gregory Cavallo
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SHOPOFF -3-
CAVALLO SUPPLEMENTAL DECLARATION OF CAVALLO IN
LLP
OPPOSITION TO APS’S MOTION TO ENFORCE
1 PROOF OF SERVICE
2 STATE OF CALIFORNIA, CITY AND COUNTY OF SAN FRANCISCO
3 I am employed in the city and county of San Francisco, State of California. I am over the
age of 18 and not a party to the within action; my business address is: 155 Montgomery Street, Suite
4 401, San Francisco, CA 94104.
5 On December 8, 2021, I served the document described as:
6 SUPPLEMENTAL DECLARATION OF ATTORNEY CAVALLO IN SUPPORT OF
7 WHITE HOUSE VENTURES, LLC’S OPPOSITION TO DEFENDANT ALICE
PHELAN SULLIVAN CORPORATION’S MOTION TO ENFORCE SETTLEMENT
8 AND FOR ENTRY OF JUDGMENT
9
10 in this action by placing the true copies thereof enclosed in sealed envelopes addressed as follows:
11
Timothy Flaherty (tflaherty@clarkhill.com)
12 Christian Foote (cfoote@clarkhill.com)
Clark Hill LLP
13 505 Montgomery St., 13th Floor
San Francisco, CA 94111
14 T (415) 984-8500
F (415) 984-8599
15
[ ] (BY MAIL) I am “readily familiar” with the firm’s practice for collection and processing
16 correspondence for mailing. Under that practice it would be deposited with the U.S. Postal
Service on that same day with postage thereon fully prepaid at San Francisco, California in
17 the ordinary course of business. I am aware that on motion of the party served, service is
presumed invalid if postal cancellation date or postage meter date is more than one day after
18 date of deposit for mailing in affidavit.
19 [ ] (BY PERSONAL SERVICE) I delivered such envelope by hand to the offices of the
addressee.
20
[ ] (BY OVERNIGHT DELIVERY) I caused said envelope(s) to be delivered overnight via an
21 overnight delivery service in lieu of delivery by mail to the addressee(s).
22 [X] (BY EMAIL) Pursuant to an email service agreement between the parties, I transmitted the
document by email to the email addresses listed above.
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Executed on December 8, 2021, at San Francisco, California.
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25 ________________________________
Gregory S. Cavallo
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SHOPOFF -4-
CAVALLO SUPPLEMENTAL DECLARATION OF CAVALLO IN
LLP
OPPOSITION TO APS’S MOTION TO ENFORCE
Preview
1 Gregory S. Cavallo (Bar No. 173270) Jeffrey W. Shopoff (Bar No. 46278) 2 SHOPOFF CAVALLO LLP 155 Montgomery Street, Suite 401 ELECTRONICALLY 3 San Francisco, CA 94104 F I L E D Phone and fax: (415) 854-0370 Superior Court of California, 4 County of San Francisco Attorneys for Plaintiff 12/08/2021 5 White House Ventures, LLC Clerk of the Court BY: YOLANDA TABO-RAMIREZ 6 Deputy Clerk SUPERIOR COURT OF THE STATE OF CALIFORNIA 7 COUNTY OF SAN FRANCISCO 8 UNLIMITED JURISDICTION 9 10 WHITE HOUSE VENTURES, LLC, CASE NO. CGC-20-582659 a California limited liability company, 11 SUPPLEMENTAL DECLARATION OF Plaintiff, ATTORNEY CAVALLO IN SUPPORT OF 12 v. WHITE HOUSE VENTURES, LLC’S OPPOSITION TO DEFENDANT ALICE 13 ALICE PHELAN SULLIVAN PHELAN SULLIVAN CORPORATION’S CORPORATION, a California corporation; MOTION TO ENFORCE SETTLEMENT 14 and DOES 1-100, AND FOR ENTRY OF JUDGMENT 15 Defendants, Dept: 505 Hearing Date: December 13, 2021 16 Hearing Time: 9:00 a.m. 17 18 19 I, Gregory S. Cavallo, declare as follows: 20 1. I am a partner in the law firm of Shopoff Cavallo LLP, and attorney for Plaintiff 21 White House Ventures, LLC (“Tenant”). I have personal knowledge of the following facts and, if 22 called upon to do so, could testify competently thereto. 23 2. I submit the following supplemental declaration in support of White House 24 Ventures, LLC’s Opposition To Defendant Alice Phelan Sullivan Corporation’s Motion To Enforce 25 Settlement And For Entry Of Judgment. 26 /// 27 /// 28 SHOPOFF -1- CAVALLO SUPPLEMENTAL DECLARATION OF CAVALLO IN LLP OPPOSITION TO APS’S MOTION TO ENFORCE 1 3. On Saturday, November 20, I had a half-hour telephone call with Landlord’s counsel 2 Steve Hammond. The vast majority of the time was spent discussing the Landlord’s insistence on 3 Mr. Karas encouraging the current garage operator to sign a contract with Landlord well before the 4 closing, and Tenant’s insistence that it wasn’t in the mediated settlement terms, and was not 5 necessary because Mr. Karas would ensure a smooth transition. However, Mr. Hammond did say 6 something offhandedly along the lines of Landlord having “lined up financing” or “secured 7 financing,” which came as no surprise whatsoever to me, as I believed that Landlord had securing 8 financing months ago, and it was two days before the waiver deadline and Landlord was still paying 9 attorneys’ fees to negotiate the terms. But in my experience, simply having financing is not the 10 equivalent of waiving a financing contingency. 11 4. As for the idea of removing of the contingency language from the draft PSA as of 12 November 20, I agreed with counsel for Landlord that given the timing, there was no longer any 13 need for contingency waiver language in the purchase and sale agreement. But that was not because 14 Landlord had waived it already. It was because the waiver date was going to come at the same time, 15 or before, the purchase and sale agreement and settlement agreement could possibly be signed. This 16 phone call was Saturday, November 20, and the deadline was Monday, November 22, and Tenant 17 hadn’t even received Landlord’s response to Tenant’s revisions of the agreements. So, it was a 18 certainty that the final agreements wouldn’t be signed until late in the day on Monday at the earliest. 19 Therefore, there was no point in including the financing contingency waiver methodology in the 20 PSA. The waiver would have to be made before (or at best at the same time as) the PSA was signed. 21 5. Simultaneously with failing to provide a written notice of waiver, Landlord’s counsel 22 also had not communicated with me for two-and-a-half days about the deal, or sent Landlord 23 revisions or comments about Tenant’s revisions to the PSA or settlement agreement (most of which 24 Landlord had for 10 days), or funding the earnest money escrow deposit. 25 6. While Tenant did not expressly reject the “waiver by silence” language in its revisions 26 to the PSA (as Tenant was trying to pick its battles), Tenant did not agree to it either. 27 /// 28 SHOPOFF -2- CAVALLO SUPPLEMENTAL DECLARATION OF CAVALLO IN LLP OPPOSITION TO APS’S MOTION TO ENFORCE 1 I declare under penalty of perjury under the laws of the State of California that the foregoing 2 is true and correct. Executed this 8th day of December, 2021, at San Francisco, California. 3 4 ______________________ Gregory Cavallo 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SHOPOFF -3- CAVALLO SUPPLEMENTAL DECLARATION OF CAVALLO IN LLP OPPOSITION TO APS’S MOTION TO ENFORCE 1 PROOF OF SERVICE 2 STATE OF CALIFORNIA, CITY AND COUNTY OF SAN FRANCISCO 3 I am employed in the city and county of San Francisco, State of California. I am over the age of 18 and not a party to the within action; my business address is: 155 Montgomery Street, Suite 4 401, San Francisco, CA 94104. 5 On December 8, 2021, I served the document described as: 6 SUPPLEMENTAL DECLARATION OF ATTORNEY CAVALLO IN SUPPORT OF 7 WHITE HOUSE VENTURES, LLC’S OPPOSITION TO DEFENDANT ALICE PHELAN SULLIVAN CORPORATION’S MOTION TO ENFORCE SETTLEMENT 8 AND FOR ENTRY OF JUDGMENT 9 10 in this action by placing the true copies thereof enclosed in sealed envelopes addressed as follows: 11 Timothy Flaherty (tflaherty@clarkhill.com) 12 Christian Foote (cfoote@clarkhill.com) Clark Hill LLP 13 505 Montgomery St., 13th Floor San Francisco, CA 94111 14 T (415) 984-8500 F (415) 984-8599 15 [ ] (BY MAIL) I am “readily familiar” with the firm’s practice for collection and processing 16 correspondence for mailing. Under that practice it would be deposited with the U.S. Postal Service on that same day with postage thereon fully prepaid at San Francisco, California in 17 the ordinary course of business. I am aware that on motion of the party served, service is presumed invalid if postal cancellation date or postage meter date is more than one day after 18 date of deposit for mailing in affidavit. 19 [ ] (BY PERSONAL SERVICE) I delivered such envelope by hand to the offices of the addressee. 20 [ ] (BY OVERNIGHT DELIVERY) I caused said envelope(s) to be delivered overnight via an 21 overnight delivery service in lieu of delivery by mail to the addressee(s). 22 [X] (BY EMAIL) Pursuant to an email service agreement between the parties, I transmitted the document by email to the email addresses listed above. 23 Executed on December 8, 2021, at San Francisco, California. 24 25 ________________________________ Gregory S. Cavallo 26 27 28 SHOPOFF -4- CAVALLO SUPPLEMENTAL DECLARATION OF CAVALLO IN LLP OPPOSITION TO APS’S MOTION TO ENFORCE