Motion for Summary Judgment in DOORDASH, INC. VS. 901 MARKET ST SF LLC ET AL| Trellis.Law

On May 26, 2020 a Motion-Secondary was filed involving a dispute between Doordash, Inc., and 901 Market St Sf Llc, Knotel, Inc., for civil in the District Court of San Francisco County.

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1 Lily A. North (CA 260709)
Whitney (Carlson) Johnson (CA 308024)
2 Benesch, Friedlander, Coplan & Aronoff LLP
ELECTRONICALLY
One Montgomery, Suite 2700
3 San Francisco, CA 94104-4505 F I L E D
Telephone: 628-600-2243 Superior Court of California,
County of San Francisco
4 Email: lnorth@beneschlaw.com
wjohnson@beneschlaw.com 11/13/2020
5 Clerk of the Court
BY: ERNALYN BURA
J. Erik Connolly (IL 6269558) (pro hac vice pending) Deputy Clerk
6 Kate Watson Moss (IL 6321176) (pro hac vice pending)
Madhavi Seth (IL 6330420) (pro hac vice pending)
7 Benesch, Friedlander, Coplan & Aronoff LLP
71 South Wacker Drive, Suite 1600
8 Chicago, IL 60606
Telephone: 312-212-4949
9 Email: econnolly@beneschlaw.com
kmoss@beneschlaw.com
10 mseth@beneschlaw.com
11 Attorneys for Plaintiff DoorDash, Inc.
12
SUPERIOR COURT OF THE STATE OF CALIFORNIA
13 COUNTY OF SAN FRANCISCO
14 DOORDASH, INC., Case No.: CGC-20-584606
15 Plaintiff, PLAINTIFF DOORDASH, INC.’S
MEMORANDUM OF POINTS AND
16 v. AUTHORITIES IN SUPPORT OF
PLAINTIFF DOORDASH, INC.’S
17 901 MARKET ST SF LLC and KNOTEL, MOTION FOR SUMMARY JUDGMENT,
INC., OR IN THE ALTERNATIVE,
18 SUMMARY ADJUDICATION
Defendants.
19 REDACTED
20 DATE: Tuesday, January 19, 2021
TIME: 9:30 a.m.
21 DEPT: 302
Judge: Hon. Ethan P. Schulman
22
Action Filed: May 26, 2020
23 Trial Date: May 3, 2021
24

28
PLAINTIFF DOORDASH, INC.’S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF ITS
MOTION FOR SUMMARY JUDGMENT OR, IN THE ALTERNATIVE, SUMMARY ADJUDICATION
Case No.: CGC-20-584606
1 TABLE OF CONTENTS
2 I. INTRODUCTION .............................................................................................................. 1
3 II. FACTUAL BACKGROUND ............................................................................................. 1
4 A. DoorDash Assigned Its Lease to Knotel ................................................................. 1
5 B. Knotel, Inc. Guaranteed Knotel LLC’s Obligations Under the
Lease, Landlord Consent, and Assignment............................................................. 2
6
C. Knotel Failed to Provide DoorDash with a Letter of Credit ................................... 3
7
D. Knotel Failed to Make Rent Payments from April to September
8 2020......................................................................................................................... 3
9 i. Knotel Agreed to Make Monthly Rental Payments .................................... 3
10 ii. Knotel Failed to Make Monthly Rental Payments ...................................... 4
11 iii. Knotel Refuses to Honor Its Obligations Going Forward .......................... 6
12 III. LEGAL STANDARD......................................................................................................... 8
13 A. Summary Judgment ................................................................................................ 8
14 B. Summary Adjudication ........................................................................................... 8
15 IV. ARGUMENT ...................................................................................................................... 9
16 A. DoorDash Is Entitled to Summary Adjudication on Its Breach of
Contract Claim ........................................................................................................ 9
17
B. DoorDash Is Entitled to Summary Adjudication on Its Claim for
18 Anticipatory Breach .............................................................................................. 11
19 C. DoorDash Is Entitled to Summary Adjudication on Its Claim for
Declaratory Judgment ........................................................................................... 13
20
D. DoorDash Is Entitled to Summary Judgment ....................................................... 15
21
V. CONCLUSION ................................................................................................................. 16
22

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PLAINTIFF DOORDASH, INC.’S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF ITS
MOTION FOR SUMMARY JUDGMENT OR, IN THE ALTERNATIVE, SUMMARY ADJUDICATION
Case No.: CGC-20-584606
1
TABLE OF AUTHORITIES
2
Page(s)
3
Cases
4

5 Aguilar v. Atl. Richfield Co.
(2001) 25 Cal. 4th 826 ...............................................................................................................8
6
Atkinson v. Elk Corp. of Texas
7 (2006) 142 Cal. App. 4th 212 ....................................................................................................8
8 Central Valley General Hospital v. Smith
(2008) 162 Cal. App. 4th 501 ..................................................................................................11
9
City of Monterey v. Carrnshimba
10
(2013) 215 Cal. App. 4th 1068 ..................................................................................................8
11
Exchequer Acceptance Corp. v. Alexander
12 (1969) 271 Cal. App. 2d. 1 ......................................................................................................14

13 Federal Sav. And Loan Ins. Corp. v. Musacchio
(N.D. Cal. 1988) 695 F. Supp. 1044 ........................................................................................11
14
Ferguson v. City of Cathedral City
15
(2011) 197 Cal. App. 4th 1161 ................................................................................................12
16
First Commercial Mortgage Co. v. Reece
17 (2001) 89 Cal.App.4th 731 ........................................................................................................9

18 Gold Mining v. Swinerton
(1943) 23 Cal. 2d 19 ................................................................................................................12
19
Guerrieri v. Severini
20 (1958) 51 Cal. 2d 12 ................................................................................................................11
21
Harara v. ConocoPhillips Co.
22 (N.D. Cal. 2005) 375 F. Supp. 2d 905 .....................................................................................11

23 Jolley v. Chase Home Finance, LLC
(2013) 213 Cal. App. 4th 872 ..................................................................................................13
24
Mammoth Lakes Land Acquisition, LLC v. Town of Mammoth Lakes
25 (2010) 191 Cal. App. 4th 435 ..................................................................................................11
26 Mission Beverage Co. v. Pabst Brewing Co., LLC.
27 (2017) 15 Cal. App. 5th 686 ....................................................................................................12

28
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PLAINTIFF DOORDASH, INC.’S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF ITS
MOTION FOR SUMMARY JUDGMENT OR, IN THE ALTERNATIVE, SUMMARY ADJUDICATION
Case No.: CGC-20-584606
1 Oldcastle Precast, Inc. v. Lumbermens Mutual Casualty Co.
(2009) 170 Cal. App. 4th 554 ..............................................................................................8, 10
2
Reichert v. General Ins. Co.
3
(1968) 68 Cal. 2d 822 ................................................................................................................9
4
Selby Realty Co. v. City of San Buenaventura
5 (1973) 10 Cal.3d 110 ...............................................................................................................14

6 Sherwyn v. Department of Social Services
(1985) 173 Cal. App. 3d 52 .....................................................................................................14
7
Stephens & Stephens XII, LLC v. Fireman's Fund Ins. Co.
8 (2014) 231 Cal. App. 4th 1131 ................................................................................................11
9
Travelers Cas. and Sur. Co. v. Superior Court
10 (1998) 63 Cal. App. 4th 1440 ..................................................................................................14

11 Whitehead v. Habig
(2008) 163 Cal. App. 4th 896 ..................................................................................................14
12
Statutes
13
Cal. Civ. Pro. Code § 3300 ........................................................................................................9, 10
14

15 Cal. Civ. Proc. Code § 437(c) ..........................................................................................................8

16 Cal. Civ. Proc. Code §437(c)(p)(2) ..................................................................................................8

17 Cal. Civ. Proc. Code § 437(c), subd. (f) ..........................................................................................8

18 Cal. Civ. Proc. Code § 437(c), subd. (f)(1) ......................................................................................8

19 Cal. Civ. Proc. Code § 1440 ..........................................................................................................12
20

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PLAINTIFF DOORDASH, INC.’S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF ITS
MOTION FOR SUMMARY JUDGMENT OR, IN THE ALTERNATIVE, SUMMARY ADJUDICATION
Case No.: CGC-20-584606
1 I. INTRODUCTION
2 On July 1, 2019, DoorDash assigned its interest in a commercial office space lease to
3 Defendant 901 Market St. SF LLC (“Knotel LLC”). DoorDash did so with the consent of its
4 landlord and with a guaranty by Defendant Knotel, Inc. (“Knotel, Inc.”) that it would perform all
5 of Knotel LLC’s obligations pursuant to the assignment and lease. Knotel, Inc. and Knotel LLC
6 are collectively referred to as “Knotel.” The lease assignment, landlord consent, and guaranty
7 required Knotel to make monthly rent payments directly to the landlord and to provide DoorDash
8 with a letter of credit to be drawn upon in the event of a breach or failure by Knotel.
9 Knotel did not provide DoorDash with the required letter of credit. And only eight months
10 after assignment of the lease, Knotel stopped making rent payments and told DoorDash it would
11 make no additional payments in the future. To avoid an event of default under the lease, DoorDash
12 had no choice but to make rent payments in Knotel’s stead directly to the landlord. To date,
13 DoorDash has paid the landlord more than $2.4 million owed and guaranteed by Knotel, and it
14 will incur damages in excess of $19 million as a result of Knotel’s anticipatory breach.
15 Knotel has admitted that it was obligated to provide a letter of credit and to make these rent
16 payments, and it has admitted it failed to do so. Knotel therefore cannot present any material issue
17 of triable fact to defeat DoorDash’s claims for breach of contract, anticipatory breach, and
18 declaratory judgment. This Court therefore should grant DoorDash’s motion for summary
19 judgment or, in the alternative, summary adjudication.
20 II. FACTUAL BACKGROUND
21 Consistent with the standard for summary judgment or, in the alternative, for summary
22 adjudication, as discussed infra, the following facts are either undisputed or stated in the light most
23 favorable to Defendants, the non-moving parties.
24 A. DoorDash Assigned Its Lease to Knotel
25 On June 20, 2019, DoorDash assigned its interest in its Office Lease Agreement (the
26 “Lease”) with Hudson 901 Market, LLC (the “Landlord”) for office space located at 901 Market
27 Street in San Francisco, California, to Knotel LLC through execution of an Assignment of Lease
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PLAINTIFF DOORDASH, INC.’S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF ITS
MOTION FOR SUMMARY JUDGMENT OR, IN THE ALTERNATIVE, SUMMARY ADJUDICATION
Case No.: CGC-20-584606
1 Agreement (“the Assignment”). (Undisputed Fact (“UF”) 1). The Lease had a term of
2 (Id., UF 6). Under Section 1 of the Landlord Consent, the Assignment
3 was effective as of . (Id.). Per Section 7 of the Assignment, the Assignment was
4 “ ” (Id.).
5 On that same day, to effectuate the Assignment, the Landlord, along with DoorDash and Knotel
6 LLC, signed and executed a Landlord Consent to Assignment and Assumption of Lease (the
7 “Landlord Consent”). (UF 2).
8 Under the terms of the Assignment, Knotel LLC “
9

11 with respect to the property at 901 Market Street. (UF 4). Knotel LLC further
12

15 (Id.).
16 B. Knotel, Inc. Guaranteed Knotel LLC’s Obligations Under the Lease, Landlord
Consent, and Assignment
17
Pursuant to Section 11 of the Assignment,
18

20
UF 3). Knotel, Inc. executed the Guaranty and its obligations under the
21
Guaranty were effective from . (Id.). Under Section 1 of the Guaranty, Knotel, Inc.
22

23
(Id., UF 9). Specifically, Knotel, Inc. guaranteed: (a) Knotel LLC’s
24
(b) Knotel
25
LLC’s performance
26
and (c) [
27

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PLAINTIFF DOORDASH, INC.’S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF ITS
MOTION FOR SUMMARY JUDGMENT OR, IN THE ALTERNATIVE, SUMMARY ADJUDICATION
Case No.: CGC-20-584606
1

2 (Id.).
3 C. Knotel Failed to Provide DoorDash with a Letter of Credit
4 Under Section 10 of the Assignment, Knotel LLC agreed that “
5 it “
6

7 (UF 5). In addition, Knotel LLC
8 further agreed that DoorDash would “
9

10 (Id.). Section 10 of the Assignment provided that
11

16 (UF 7). Knotel LLC did not deliver to DoorDash the required letter
17 of credit. (UF 14). Knotel, Inc. likewise did not deliver to DoorDash a letter of credit. (UF 15).
18 D. Knotel Failed to Make Rent Payments from April to September 2020
19 i. Knotel Agreed to Make Monthly Rental Payments
20 Knotel had an obligation to make rental payments to the Landlord under the Assignment,
21 the Landlord Consent, and the Guaranty. First, under Section 4 of the Assignment, Knotel LLC
22 agreed to
23 ” (UF 6). Knotel LLC also agreed that
24 it would “
25 (Id.).
26 Second, under Section 3 of the Landlord Consent, Knotel LLC agreed to assume and
27 perform DoorDash’s obligations under the Lease after , including
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PLAINTIFF DOORDASH, INC.’S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF ITS
MOTION FOR SUMMARY JUDGMENT OR, IN THE ALTERNATIVE, SUMMARY ADJUDICATION
Case No.: CGC-20-584606
1

3 (UF 8).
4 Third, under Section 1 of the Guaranty, Knotel, Inc.
5 (UF 9).
6 Specifically, Knotel, Inc. guaranteed Knotel LLC’s “
7

11 (Id.). Knotel, Inc. acknowledged that the Guaranty was “
12 (UF 10).
13 ii. Knotel Failed to Make Monthly Rental Payments
14 On April 17, 2020, DoorDash received a Notice of Non-Payment of Rent with Five (5)
15 Day Opportunity to Cure (“April Notice”) from the Landlord, dated April 13, 2020. (UF 16-17).
16 The May Notice was addressed to Knotel LLC as the “Tenant/Assignee” and to DoorDash as the
17 “Former Tenant/Assignor.” (Id.). According to the invoice attached to the April Notice, Knotel
18 LLC, as the Tenant/Assignee, owed $420,358.31. (Id.). Neither Knotel LLC nor Knotel, Inc. paid
19 the amount due pursuant to the April Notice. (Id.). On April 21, 2020, after determining that
20 Knotel would not pay April rent, and to avoid an event of default under the Lease, DoorDash paid
21 the Landlord the full amount the Landlord claimed was due pursuant to the April Notice using a
22 payment voucher. (UF 18-19).
23 On May 13, 2020, DoorDash received a 5 Day Notice To Pay Rent or Be in Breach (“May
24 Notice”) from the Landlord, dated May 12, 2020. (UF 16-17). The May Notice was addressed to
25 Knotel LLC as the “Tenant” and to DoorDash as the “Original Tenant” (Id.), and itstated that
26 “there was due and unpaid delinquent rent in the estimated amount of $406,052.94.” (Id.). The
27 invoice accompanying the May Notice referenced the same amount owed. (Id.). Neither Knotel
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PLAINTIFF DOORDASH, INC.’S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF ITS
MOTION FOR SUMMARY JUDGMENT OR, IN THE ALTERNATIVE, SUMMARY ADJUDICATION
Case No.: CGC-20-584606
1 LLC nor Knotel, Inc. paid the amount due pursuant to the May Notice. (Id.). On May 14, 2020,
2 after determining that Knotel would not pay May rent, and to avoid an event of default under the
3 Lease, DoorDash paid the Landlord the full amount the Landlord claimed was due pursuant to the
4 May Notice using a payment voucher. (UF 18-19).
5 On June 6, 2020, DoorDash received a 5 Day Notice To Pay Rent or Be in Breach (“June
6 Notice”) from the Landlord, dated June 2, 2020. (UF 16-17). The June Notice was addressed to
7 Knotel LLC as the “Tenant” and to DoorDash as the “Original Tenant” (Id.), and it stated that
8 “there was due and unpaid delinquent rent in the estimated amount of $399,799.69.” (Id.). The
9 invoice accompanying the June Notice referenced the same amount owed. (Id.). Neither Knotel
10 LLC nor Knotel, Inc. paid the amount due pursuant to the June Notice. (Id.). On June 2, 2020,
11 after determining that Knotel would not pay June rent, and to avoid an event of default under the
12 Lease, DoorDash again paid the Landlord the full amount the Landlord claimed was due pursuant
13 to the June Notice using a payment voucher. (UF 18-19).
14 On July 2, 2020, DoorDash received a 5 Day Notice To Pay Rent or Be in Breach (“July
15 Notice”) from the Landlord, dated July 2, 2020. (UF 16-17). The July Notice was addressed to
16 Knotel LLC as the “Tenant” and to DoorDash as the “Original Tenant” (Id.), and itstated that
17 “there was due and unpaid delinquent rent in the estimated amount of $400,774.98.” (Id.). The
18 invoice accompanying the July Notice referenced the same amount owed. (Id.). Neither Knotel
19 LLC nor Knotel, Inc. paid the amount due pursuant to the July Notice. (Id.). On July 6, 2020,
20 after determining that Knotel would not pay July rent, and to avoid an event of default under the
21 Lease, DoorDash paid the Landlord the full amount the Landlord claimed was due pursuant to the
22 July Notice using a payment voucher. (UF 18-19).
23 On August 3, 2020, DoorDash received a 5 Day Notice To Pay Rent or Be in Breach
24 (“August Notice”) from the Landlord, dated August 3, 2020. (UF 16-17). The August Notice was
25 addressed to Knotel LLC as the “Tenant” and to DoorDash as the “Original Tenant” (Id.), and it
26 stated that “there was due and unpaid delinquent rent in the estimated amount of $399,155.69.”
27 (Id.). The invoice accompanying the June Notice referenced the same amount owed. (Id.). Neither
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PLAINTIFF DOORDASH, INC.’S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF ITS
MOTION FOR SUMMARY JUDGMENT OR, IN THE ALTERNATIVE, SUMMARY ADJUDICATION
Case No.: CGC-20-584606
1 Knotel LLC nor Knotel, Inc. paid the amount due pursuant to the August Notice. (Id.). On August
2 3, 2020, after determining that Knotel would not pay the amount due for August rent and to avoid
3 an event of default under the Lease, DoorDash paid the Landlord the full amount the Landlord
4 claimed was due pursuant to the August Notice using a payment voucher. (UF 18-19).
5 On September 2, 2020, DoorDash received a 5 Day Notice To Pay Rent or Be in Breach
6 (“September Notice”) from the Landlord. (UF 16-17). The September Notice was addressed to
7 Knotel LLC as the “Tenant” and to DoorDash as the “Original Tenant” (Id.), and it stated that
8 “there was due and unpaid delinquent rent in the estimated amount of $399,145.10.” (Id.). The
9 invoice accompanying the September Notice referenced the same amount owed. (Id.). Neither
10 Knotel LLC nor Knotel, Inc. paid the amount due pursuant to the September Notice. (Id.). On
11 September 2, 2020, after determining that Knotel would not be paying the amount due for
12 September rent, and to avoid an event of default under the Lease, DoorDash paid the Landlord the
13 full amount the Landlord claimed was due pursuant to the September Notice using a payment
14 voucher. (UF 18-19).
15 Knotel LLC has not provided the letter of credit to date as required by Section 10 of the
16 Assignment. (UF 14). Moreover, Knotel, Inc. has not provided the letter of credit as required by
17 Section 1 of the Guaranty. (UF 15). As a result of Knotel’s failure to pay rent from April 2020 to
18 September 2020. DoorDash has suffered damages of $2,425,286.71 in the form of rental payments
19 made to Landlord on Knotel’s behalf between April and September 2020. (UF 19).
20 iii. Knotel Refuses to Honor Its Obligations Going Forward
21 On April 8, 2020, DoorDash received an e-mail from the Landlord informing DoorDash
22 that “DoorDash was in default of the payment of rent for April 2020.” (UF 20) The e-mail stated
23 that “[Landlord] typically receives Rent directly from [Knotel LLC] pursuant to the Assignment.
24 Rent was not received by [Landlord] from [Knotel LLC] for April, and therefore, DoorDash is
25 obligated to cure this default within 3 days of this notice.” (Id.). On April 14, 2020, DoorDash
26 wrote an e-mail to Daniel Solomon, Account Executive for Knotel LLC, informing him of the
27 April 8, 2020 e-mail notice that DoorDash received from the Landlord regarding the default. (Id.).
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PLAINTIFF DOORDASH, INC.’S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF ITS
MOTION FOR SUMMARY JUDGMENT OR, IN THE ALTERNATIVE, SUMMARY ADJUDICATION
Case No.: CGC-20-584606
1 DoorDash also inquired as to whether Knotel LLC had an update as to when it would cure this
2 default. (Id.).
3 On April 17, 2020, Joe Drucker, DoorDash’s Head of Real Estate and Facilities, and Ari
4 Sacharow, DoorDash’s Senior Manager for Real Estate, met over Zoom with Daniel Solomon,
5 Chris James, and Ari Kantrowitz, each of whom held himself out to be an employee of Knotel
6 LLC and a member of its business operations team, to discuss Knotel LLC’s business operations.
7 (Id.). During this meeting, the Knotel LLC team told Mr. Drucker and Mr. Sacharow that they
8 would send DoorDash a proposal regarding a possible termination of the Assignment by April 21,
9 2020. (Id.).
10 After the meeting, on that same day, Ari Sacharow received via interoffice e-mail a scanned
11 copy of the April Notice dated April 13, 2020, which had been delivered by the Landlord via
12 certified mail to DoorDash, with copies sent to Knotel LLC and Knotel, Inc. (Id.). That evening,
13 DoorDash sent an e-mail to Ari Kantrowitz, Chris James, Daniel Solomon, and Kwame Spearman
14 of Knotel LLC, in which DoorDash informed them of DoorDash’s receipt of the April Notice and
15 requested that they provide by April 18, 2020, rather than April 21, 2020, Knotel’s proposal
16 regarding termination of the Assignment. (Id.).
17 On April 18, 2020, DoorDash received an e-mail response from Daniel Solomon at Knotel
18 LLC, in which he wrote, “With regard to the outstanding security deposit and obligation at 901
19 Market Street in San Francisco, there are no easy choices as we assess the path forward.
20 Unfortunately we are unable to fund this deposit.” (Id.). Mr. Solomon also stated Knotel’s intent
21 “to terminate our sublease with DoorDash at 901 Market Street effective April 1st, 2020.” (Id.).
22 Because Knotel told DoorDash that it would not pay rent going forward, DoorDash is
23 obligated to pay the Landlord an estimated total of $19,677,197.30 for rent payments due from
24 October 2020 through August 2024. (UF 21). Such payments will include utility charges,
25 commercial rent tax, operating expenses, property taxes, and base rent. (Id.).
26

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PLAINTIFF DOORDASH, INC.’S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF ITS
MOTION FOR SUMMARY JUDGMENT OR, IN THE ALTERNATIVE, SUMMARY ADJUDICATION
Case No.: CGC-20-584606
1 III. LEGAL STANDARD
2 A. Summary Judgment
3 Summary judgment is appropriate if there is no triable issue of any material fact. Cal. Civ.
4 Proc. Code § 437(c). “Once the [movant] has met that burden [of persuasion that there is no triable
5 issue of material fact], the burden shifts to the [non-moving party] to show that a triable issue of
6 one or more material facts exists as to that cause of action. Cal. Civ. Proc. Code §437(c)(p)(2);
7 Aguilar v. Atl. Richfield Co. (2001) 25 Cal. 4th 826, 849. “A plaintiff moving for summary
8 judgment establishes the absence of a defense to a cause of action by proving ‘each element of the
9 cause of action entitling the party to judgment on that cause of action.’” City of Monterey v.
10 Carrnshimba (2013) 215 Cal. App. 4th 1068, 1081. (internal citation omitted). “The plaintiff need
11 not, however, disprove any affirmative defenses alleged by the defendant.” Oldcastle Precast,
12 Inc. v. Lumbermens Mutual Casualty Co. (2009) 170 Cal. App. 4th 554, 565. “Once the plaintiff's
13 burden is met, the burden of proof shifts to the defendant ‘to show that a triable issue of one or
14 more material facts exists as to that cause of action or a defense thereto.’” Id. “In meeting this
15 burden, the defendant must present ‘specific facts showing’ the existence of the triable issue of
16 material fact.” Id.
17 B. Summary Adjudication
18 Any party to an action may also move in the alternative for summary adjudication. Cal.
19 Civ. Proc. Code § 437(c), subd. (f)(1). In all procedural respects, a motion for summary
20 adjudication is the same as a motion for summary judgment, but a party may bring a motion for
21 summary adjudication as to one or more causes of action within a larger complaint. Cal. Civ. Proc.
22 Code § 437(c), subd. (f). A motion for summary adjudication should be granted “if it completely
23 disposes of a cause of action, an affirmative defense, a claim for damages, or an issue of duty.”
24 Atkinson v. Elk Corp. of Texas (2006) 142 Cal. App. 4th 212, 221 (quoting Cal. Civ. Proc. Code §
25 437c(f)(l)).
26

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PLAINTIFF DOORDASH, INC.’S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF ITS
MOTION FOR SUMMARY JUDGMENT OR, IN THE ALTERNATIVE, SUMMARY ADJUDICATION
Case No.: CGC-20-584606
1 IV. ARGUMENT
2 A. DoorDash Is Entitled to Summary Adjudication on Its Breach of Contract Claim
3 To prevail on its breach of contract claim, DoorDash must demonstrate there is no issue of
4 material fact that: (1) a contract existed between DoorDash and Knotel; (2) DoorDash performed
5 its contractual duties or was excused from nonperformance; (3) Knotel breached its contractual
6 duties; and (4) DoorDash suffered damages as a result of the breach. Reichert v. General Ins. Co.
7 (1968) 68 Cal. 2d 822, 830; see also First Commercial Mortgage Co. v. Reece (2001) 89
8 Cal.App.4th 731, 745. “For the breach of an obligation arising from contract, the measure of
9 damages […] is the amount which will compensate the party aggrieved for all the detriment
10 proximately caused thereby, or which, in the ordinary course of things, would be likely to result
11 therefrom.” Cal. Civ. Proc. Code § 3300. DoorDash has met its burden as to all four elements.
12 First, it is undisputed that contracts existed between DoorDash and Knotel. DoorDash and
13 Knotel LLC entered the Assignment and Landlord Consent. (UF 1-2). Knotel LLC and Knotel,
14 Inc. have admitted that Knotel LLC entered those agreements. (Id.). DoorDash and Knotel, Inc.
15 entered the Guaranty. (UF 3). Knotel LLC and Knotel, Inc. have admitted that Knotel, Inc. entered
16 the Guaranty. (Id.).
17 Second, it is undisputed that DoorDash performed its contractual duties. DoorDash’s
18 obligations pursuant to the Assignment are set forth in sections 1, 3, 4-6, 8, 10 and 14 of the
19 agreement. (UF 11). DoorDash’s obligations pursuant to the Landlord Consent are set forth in
20 sections 1, 2, 4, 9 and 13 of the agreement. (UF 12). DoorDash’s obligations pursuant to the
21 Guaranty are set forth in section 5, 13, 17, 20 of the agreement. (UF 13). DoorDash has performed
22 all of those obligations. (UF 11-13).
23 Third, it is undisputed that Knotel breached its contractual duties:
24 (A) Knotel LLC breached Section 4 of the Assignment by failing to make the monthly
25 rental payments from April to September 2020. (UF 16). Knotel LLC and Knotel, Inc. have
26 admitted that Knotel LLC did not make these monthly rental payments. (Id.).
27 (B) Knotel LLC breached Section 3 of the Landlord Consent by failing to make the monthly
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PLAINTIFF DOORDASH, INC.’S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF ITS
MOTION FOR SUMMARY JUDGMENT OR, IN THE ALTERNATIVE, SUMMARY ADJUDICATION
Case No.: CGC-20-584606
1 rental payments from April to September 2020. (Id.). Knotel LLC and Knotel, Inc. have admitted
2 that Knotel LLC did not make those monthly rental payments. (Id.).
3 (C) Knotel LLC breached Section 10 of the Assignment by failing to deliver a letter of
4 credit to DoorDash. (UF 14).
5 (D) Knotel, Inc. breached the Guaranty by failing to perform Knotel LLC’s obligations
6 pursuant to the Assignment and Landlord Consent, including failing to make the monthly rental
7 payments from April to September 2020 and delivering a letter of credit to DoorDash. (UF 15).
8 It is undisputed that Knotel LLC and Knotel, Inc. did not make the monthly rental payments or
9 deliver the letter of credit. (UF 14-17).
10 Fourth, it is undisputed that DoorDash suffered damages as a result of Knotel’s breaches
11 of the Assignment, Landlord Consent, and Guaranty:
12 (A) DoorDash has been forced to pay $2,425,286.70 on Knotel’s behalf to the Landlord
13 between April and September 2020 as a result of Knotel’s failure to make the monthly rental
14 payments. (UF 19). It is undisputed that DoorDash has made the monthly rental payments. (UF
15 18).
16 (B) DoorDash has not received a letter of credit from Knotel in the amount of
17 as a result of Knotel’s failure to deliver the same. (UF 14-15). It is undisputed that
18 DoorDash has not received the letter of credit. (Id.) DoorDash has the
19

22 (UF 7).
23 Summary judgment in DoorDash’s favor is appropriate under these circumstances. See.
24 e.g., Oldcastle v. Lumbermens, supra, 170 Cal. App. 4th 554, 557 (affirming trial court’s granting
25 of summary judgment on plaintiff-subcontractor’s breach of contract claim against contractor and
26 its surety guaranteeing payment to the plaintiff under a construction contract, where there were
27 “no triable issue of material fact as to [Lumbermens’] liability, as surety, on a payment bond in
28 10
PLAINTIFF DOORDASH, INC.’S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF ITS
MOTION FOR SUMMARY JUDGMENT OR, IN THE ALTERNATIVE, SUMMARY ADJUDICATION
Case No.: CGC-20-584606
1 favor of plaintiff”); Federal Sa

Case Info

Judge

Samuel K. Feng Track Judge’s New Case

Case No.

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Document Filed Date

November 13, 2020

Case Filing Date

May 26, 2020

County

Parties

901 MARKET ST SF LLC Defendant
CONNOLLY, J. ERIK Attorney for the Plaintiff
DOORDASH, INC. Plaintiff
KNOTEL, INC. Defendant
MCCORMICK, TERENCE W. Attorney for the Defendant
MOSS, KATHLEEN WATSON Attorney for the Plaintiff
NORTH, LILY A Attorney for the Plaintiff
SETH, MADHAVI Attorney for the Plaintiff
Whitney Johnson Attorneys for Plaintiffs
Rubina Kazi Attorney
Craig Daniel Attorney
Matthew Gluck Attorney
Justin Sowa Attorney
Scott Klein Attorney

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Motion-Secondary: DOORDASH, INC. VS. 901 MARKET ST SF LLC ET AL

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