Central Coast Water Authority et al vs Santa Barbara County Flood Control and Water Conservation District et al

Case Number

21CV02432

Case Type

Hearing Date / Time

Fri, 03/29/2024 - 10:00

Nature of Proceedings

Motion for Summary Judgment

Tentative Ruling

For the reasons set forth herein, the motion of plaintiffs for summary adjudication as to their fourth cause of action for declaratory relief is denied.

Background:

(1)       Facts

On February 26, 1963, a contract was executed entitled “Contract Between the State of California Department of Water Resources and Santa Barbara County Flood Control and Water Conservation District for a Water Supply” (the State Water Contract) which provided for the allocation, conveyance, and delivery of water through the State Water Project (SWP) in exchange for payments by defendant Santa Barbara County Flood Control and Water Conservation District (District) to the State. (Defendant’s Response Separate Statement [DSS], undisputed fact 1.) (Note: The operative pleading is a combined petition for writ of mandate and complaint, so each plaintiff is a petitioner and plaintiff, and each defendant is respondent and defendant. The terms petitioner and respondent are omitted from these descriptions for ease of writing.)

The State Water Contract includes the following terms (Plaintiffs’ Evidence, exhibit 11a to exhibit A, capitalization altered and bolding omitted):

“41.     Assignment

“No assignment or transfer of this contract or any part hereof, rights hereunder, or interest herein by the Agency shall be valid unless and until it is approved by the State and made subject to such reasonable terms as the State may impose.”

In 1981, the State Water Contract was amended to reduce the District’s allocation by 12,214 acre-feet to 45,486 acre-feet/year (AFY). (DSS, undisputed fact 2.) The District considered relinquishing some or all of its water entitlement and capacity rights under the State Water Contract to relieve the taxpayers of the payment of taxes related thereto. (DSS, undisputed fact 3.) Various public corporations and private entities within the District’s boundaries requested the District to retain such water entitlement and capacity rights under the State Water Contract and expressed a willingness to pay the District those portions of the costs payable under the State Water Contract attributable to the amount of water entitlement or capacity rights which the respective public corporations and private entities requested the District to retain. (DSS, undisputed fact 4.)

Between June of 1985 and May of 1988, the District entered into agreements, each entitled a “Water Supply Retention Agreement” (WSRA), with plaintiffs City of Santa Barbara, City of Santa Maria, Buellton Community Services District, City of Guadalupe, Goleta Water District, Carpinteria County Water District, Montecito Water District, and Santa Ynez River Valley Water Conservation District, Improvement District No. 1 (collectively, Contractors), respectively. (DSS, undisputed fact 5.)

Each WSRA contains the following terms (Plaintiffs’ Evidence, exhibit 1 to exhibit A [WSRA]):

“The CONTRACTOR agrees to pay the DISTRICT the amount required to be paid by the DISTRICT under the State Water Contract to retain annual entitlement and capacity rights of ___ acre feet, and all rights associated therewith under the State Water Contract (‘Retained Rights’) . . . .” (WSRA, § 2(a).).

“The DISTRICT hereby assigns to CONTRACTOR all rights and obligations under the State Water Contract relating to the Retained Rights.” (WSRA, § 3(a).)

“[T]he CONTRACTOR will assume the primary fiscal obligations of the DISTRICT in regard to the Retained Rights and will exercise, within its boundaries, any rights of the DISTRICT enabling it to meet such obligations; however, nothing contained herein shall be construed to … change the obligation of the DISTRICT to make the payments required by the State Water Contract.” (WSRA, § 3(b).)

“The DISTRICT shall take all necessary action, whether positive or negative, to preserve and protect all Retained Rights and shall not amend the State Water Contract in any way inconsistent with the provisions of this Agreement. The termination, sale, or assignment of non-retained rights is hereby declared not to be inconsistent with this Agreement.” (WSRA, § 5(b).)

According to plaintiffs, “In a letter dated August 13, 1991, the Director of the Department of Water Resources (DWR) stated that DWR had no objection to the WSRAs, with the understanding that the WSRAs in no way affect the District’s obligations to DWR under the State Water Contract and may not in any way be construed as an assignment obligating DWR to the Contractors or their agency or giving the Contractors or their agency any rights to proceed directly against DWR, or relieving the District of any of its obligations to DWR under the State Water Contract.” (Plaintiffs’ Separate Statement [PSS], fact 8.) According to the District, “DWR expressly rejected the WSRAs to the extent that the WSRAs purport to constitute an assignment of any of the District’s rights under the SWC, and stated that DWR instead considered the WSRAs to be subcontracts of the District’s water entitlements to Plaintiffs. DWR also stated it had no objection to the District subcontracting part or all of its State Water Project entitlement to Plaintiffs under the WRSAs with the understanding that such subcontracts will in no way affect the District’s obligations to DWR under the SWC.” (DSS, response to fact 8.)

In August 1991, eight public agency Contractors formed the Central Coast Water Authority (CCWA), a joint powers authority, and each of those Contractors became a member (the Members) of CCWA. (DSS, undisputed fact 9.) CCWA was organized for the purpose of exercising the Members’ rights under their respective WSRAs. (DSS, undisputed fact 10.) The Contractors, including all 8 Members, that elected to continue their participation in the SWP each executed a Water Supply Agreement (WSA) with CCWA. (DSS, fact 11 [undisputed on this point].)

On November 12, 1991, CCWA and the District entered into an agreement entitled “Transfer of Financial Responsibility Agreement” (TFRA). (DSS, undisputed fact 13.) The TFRA includes the following terms (Plaintiffs’ Evidence, exhibit 10 to exhibit A):

“DWR has approved the WSRAs in a letter to the District dated August 13, 1991, but specified that the WSRAs, the creation of CCWA, and the WSAs ‘may not in any way be construed as an assignment obligating the [DWR] to the local water purveyors or their agency, or giving the local purveyors or their agency any rights to proceed directly against [DWR], or relieving the District of any of its obligations to [DWR] under the water supply contract.’ The District and CCWA are continuing their efforts to secure from DWR an agreement to release the District from its obligations under the SWP Contract to the extent those obligations have been assumed by CCWA.” (TFRA, recital C.)

“CCWA was formed for the purpose of planning, designing, financing, constructing, and operating the facilities needed to deliver water from the State Water Project to the various entities entitled to receive that water in Santa Barbara County, and to

collect funds from each such entity for that entity’s share of payments due to the State of California under the SWP Contract. Each entity that will receive that water (hereinafter referred to as a ‘CCWA Contractor’) has executed, or will execute, a [WSA] with CCWA under which the CCWA Contractor assigns its rights under its WSRA to CCWA and receives from CCWA an agreement to deliver water on specified terms and conditions.” (TFRA, recital E.)

“The WSAs entered into by CCWA and the CCWA Contractors contain provisions intended to ensure that the District will be fully and completely reimbursed by the CCWA for all of its costs, District’s financial obligations under the SWP Contract attributable to a CCWA Contractor will be completely and fully assumed and satisfied by CCWA, and that the District will be fully and completely reimbursed by the CCWA for all of its costs, liabilities and obligations in connection with implementation of the SWP Contract as to each CCWA Contractor. The terms of this Agreement shall therefore be interpreted in order to achieve that purpose, whenever interpretation is required.” (TFRA, recital J.)

“SWP Contract Provisions. CCWA agrees to be bound by all the terms and conditions contained in the SWP Contract with respect to the rights held by CCWA under or in connection with the SWP Contract, the WSRA of each entity which has executed a WSA with CCWA, and the various WSAs ....” (TFRA, § 2(D).)

“Agreement to Expedite Action: Delegation of Responsibility. The District agrees to promptly transmit to DWR all communications, directions, requests and other documents from CCWA upon receipt of a letter from CCWA requesting such action. The District further agrees to designate an appropriate official for this purpose.” (TFRA, § 5, underscoring omitted.)

“Representation at State Water Contractors’ Meetings. In recognition of the fact that CCWA is comprised of entities which have been assigned the District’s rights under the SWP Contract, District authorizes CCWA to participate in lieu of the District in proceedings of the State Water Contractors ….” (TFRA, § 6, underscoring omitted.)

On June 30, 1993, CCWA and the District entered into an agreement entitled “Assignment Agreement” (Assignment Agreement). (DSS, undisputed fact 17.) The Assignment Agreement includes the following terms (Plaintiffs’ Evidence, exhibit B):

“The [District] is a party to a ‘Water Supply Retention Agreement’ with the various water purveyors (‘Purveyors’) (styled ‘Model I, 12/11/84) (‘WSRA’) under which the Purveyors and [District] hold certain rights and obligations relating to the State Water Project. The [District] retained the right to 250 acre feet of entitlement under Section 7 of the Water Supply Retention Agreement.” (Assignment Agreement, recital A.)

“On October 8, 1991, the Board of Directors directed staff to exercise the [District’s] rights under Section 9 of the WSRA to assign its retained rights to 250 acre feet of annual entitlement.” (Assignment Agreement, recital B.)

“Pursuant to the aforesaid direction on October 10, 1991 the [District] notified the [CCWA] and other Purveyors of the offer to relinquish its retained rights.” (Assignment Agreement, recital C.)

“All necessary preconditions to the assignment from [District] to the [CCWA] of the [District’s] WSRA rights and obligations have been met.” (Assignment Agreement, recital D.)

“The [District] hereby assigns to the [CCWA] all of its retained rights to 250 acre feet of annual entitlement and the ‘[CCWA]’ hereby agrees to pay to [District] … the sum of ….” (Assignment Agreement, § 1.)

On April 20, 2021, the District’s Board of Directors adopted Resolution No. 21-73 (sometimes, the Resolution). (DSS, undisputed fact 22.) The Resolution acknowledged that DWR entered into the State Water Contract with the District. (DSS, undisputed fact 23.) The Resolution acknowledged that CCWA is comprised of the eight Members and that the District transferred certain rights and responsibilities under the State Water Contract to CCWA, as documented in the TFRA. (DSS, undisputed fact 24.) The Resolution acknowledged that DWR and the State Water Contractors negotiated Amendment 21 to the State Water Contract (Amendment 21) creating new tools for water management, including clarifying rules on exchanges and allowing direct sales of water between State Water Contractors. (DSS, undisputed fact 25.) The Resolution acknowledged that in a letter dated October 28, 2020, CCWA requested that the District’s Board of Directors execute Amendment 21. (DSS, undisputed fact 26.)

In the Resolution, the District declared and directed that requests for transfers and sales of SWP water outside the County shall be presented to the District’s Board for approval and would be considered for approval only if there were no in-county transfer option and if the proposed sale or transfer: (i) provides an exchange for a minimum of ratio of 1:1 “unless otherwise approved by the Board…”; (ii) has first been offered to in-county water purveyors “at a reasonable cost”; (iii) if a sale outside of the County, “show[s] an equivalent replacement of a new local supply”; and (iv) meets additional requirements for transactions that can be imposed by the Board based on in-county conditions at the time. (DSS, undisputed fact 27.)

On March 21, 2023, the Board of Directors of the District rescinded the Resolution by consent. (DSS, fact 28 [undisputed on this point].)

(2)       Procedural History

On June 18, 2021, plaintiffs filed their original petition and complaint in this action.

On July 16, 2021, plaintiffs filed their first amended petition and complaint (FAP). The FAP asserted five causes of action: (1) reverse validation to determine the invalidity of Resolution No. 21-73; (2) writ of mandate for acting in excess of statutory authority; (3) breach of contract; (4) breach of implied covenant of good faith and fair dealing; and (5) declaratory relief.

Defendants District, Board of Supervisors, and Board of Directors (collectively, defendants) demurred to the FAP. On October 29, 2021, the court sustained the demurrer in part and overruled the demurrer in part.

On November 15, 2021, plaintiffs filed their second amended petition and complaint (SAP). The SAP asserted four causes of action: (1) writ of mandate for acting in excess of statutory authority; (2) breach of contract; (3) breach of implied covenant of good faith and fair dealing; and (4) declaratory relief.

On December 15, 2021, defendants filed their answer to the SAP, generally denying the allegations thereof and asserting 29 affirmative defenses.

On September 2, 2022, with leave of court, respondent District filed a cross-complaint.

On October 4, 2022, cross-defendants filed their demurrer to the cross-complaint.

On January 27, 2023, the court sustained the demurrer to the cross-complaint in its entirety with leave to amend.

On February 27, 2023, the District filed its first amended cross-complaint (FACC).

On April 3, 2023, cross-defendants filed their demurrer to the FACC.

On May 5, 2023, petitioners filed their motion for leave to file a third amended petition (TAP). The court granted the unopposed motion on July 21. On July 25, petitioners filed their TAP. The TAP asserts the same four causes of action asserted in the SAP.

On August 28, 2023, defendants filed their answer to the TAP generally denying the allegations thereof and asserting 29 affirmative defenses.

On October 13, 2023, plaintiffs filed this motion for summary adjudication on some of their declaratory relief claims. The motion is opposed by defendants.

On October 27, 2023, the court sustained cross-defendants’ demurrer to the FACC without leave to amend.

Analysis:

(1)       Requested Adjudications

Plaintiffs’ TAP asserts as its fourth cause of action a claim for declaratory relief. In its prayer, plaintiffs request the following declarations:

“(1)      Respondents/Defendants did not have the authority or right to adopt Resolution No. 21-73, which was unenforceable, or a similar resolution or to adopt other conditions or restrictions on CCWA’s rights under the State Water Contract;

“(2)      Respondent/Defendant District has breached its obligations under the Transfer of Financial Responsibility Agreement and each and all of the 19 Water Supply Retention Agreements;

“(3)      Respondent/Defendant District has breached the implied covenant of good faith and fair dealing required by the Transfer of Financial Responsibility Agreement and by each and all of the 19 Water Supply Retention Agreements;

“(4)      Respondents/Defendants do not have the authority or right to require the CCWA Participants to engage only in balanced exchanges of SWP water;

“(5)      Respondents/Defendants do not have the authority or right to dictate the price of SWP water transferred or exchanged by the CCWA Participants;

“(6)      Respondents/Defendants do not have the authority or right to require the CCWA Participants to show an equivalent replacement of a new local water supply as a condition of engaging in any transfer or exchange of SWP water;

“(7)      Respondents/Defendants do not have the authority or right to deprive CCWA and the CCWA Participants of the benefits of the State Water Contract, as amended by the Water Management Amendment, by imposing conditions on CCWA’s and the CCWA Participants’ exercise of their rights under the State Water Contract; and

“(8)      Respondents/Defendants do not have authority or right to impose conditions on, much less withhold approval of, any DWR Agreement for which CCWA has approved and agreed to be bound, including but not limited to the Water Management Amendment or any other amendment to the State Water Contract.” (TAP, at pp. 46-47.)

In moving for summary adjudication, the notice of motion states the requested adjudications as follows:

“Plaintiffs are entitled to summary adjudication as to the Complaint’s Fourth Cause of Action under California Code of Civil Procedure 437c(c), as follows:

“Plaintiffs are entitled to declaratory relief under their Fourth Cause of Action to establish the relative rights and duties between the parties: Plaintiffs seek summary adjudication from this Court that, the District having assigned to Plaintiffs all of its rights in and to the Retained Rights under the State Water Contract, the District has no right to impose any conditions or limitations on Plaintiffs’ use, enjoyment, and exploitation of those rights. Plaintiffs therefore seek the following judicial declarations:

            “[(i)]    Respondents/Defendants did not have the authority or right to adopt Resolution No. 21-73, which was unenforceable, or a similar resolution or to adopt other conditions or restrictions on CCWA’s rights under the State Water Contract;

            “[(ii)]   Respondents/Defendants do not have the authority or right to require the CCWA Participants to engage only in balanced exchanges of SWP water;

            “[(iii)]  Respondents/Defendants do not have the authority or right to dictate the price of SWP water transferred or exchanged by the CCWA Participants;

            “[(iv)]  Respondents/Defendants do not have the authority or right to require the CCWA Participants to show an equivalent replacement of a new local water supply as a condition of engaging in any transfer or exchange of SWP water;

            “[(v)]   Respondents/Defendants do not have the authority or right to deprive CCWA and the CCWA Participants of the benefits of the State Water Contract, as amended by the Water Management Amendment, by imposing conditions on CCWA’s and the CWA Participants’ exercise of their rights under the State Water Contract.” (Notice, at pp. 4-5, fn. omitted.) (Note: The identifiers (i) through (v) are used in place of bullet points used in the notice for convenience of writing. Requested declaration in the notice (i) corresponds to requested declaration (1) in the TAP, (ii) to (4), (iii) to (5), (iv) to (6), and (v) to (7).)

In plaintiffs’ separate statement, all of the moving separate statement facts are set forth under a single headline (capitalization altered, bolding and underlining omitted): “Issue 1 – Plaintiffs are entitled to declaratory relief under their fourth cause of action to establish the relative rights and duties between the parties.”

(2)       Notice Issues

The District argues that plaintiffs have failed to comply with California Rules of Court, rule 3.1350(b), which provides in relevant part: “If summary adjudication is sought, whether separately or as an alternative to the motion for summary judgment, the specific cause of action, affirmative defense, claims for damages, or issues of duty must be stated specifically in the notice of motion and be repeated, verbatim, in the separate statement of undisputed material facts.” The District points out that the entirety of the requested adjudication as stated in the notice is not repeated in the separate statement.

In response to the District’s argument that the moving separate statement is defective, plaintiffs argue that the heading in the separate statement is the same as the first part of the above-quoted statement of the requested adjudication and, in any case, there is no confusion as to what separate statement facts apply to plaintiffs’ requested adjudication.

With respect to the sufficiency of the separate statement, the court finds that the separate statement substantially complies with rule 3.1350(b) and (d) in that it identifies that all facts in the separate statement apply to the entirety of the adjudications requested by the motion. (See Truong v. Glasser (2009) 181 Cal.App.4th 102, 118.)

(3)       Complete Adjudication

“A party may move for summary adjudication as to one or more causes of action within an action, one or more affirmative defenses, one or more claims for damages, or one or more issues of duty, if the party contends that the cause of action has no merit, that there is no affirmative defense to the cause of action, that there is no merit to an affirmative defense as to any cause of action, that there is no merit to a claim for damages, as specified in Section 3294 of the Civil Code, or that one or more defendants either owed or did not owe a duty to the plaintiff or plaintiffs. A motion for summary adjudication shall be granted only if it completely disposes of a cause of action, an affirmative defense, a claim for damages, or an issue of duty.” (Code Civ. Proc., § 437c, subd. (f)(1).)

The District argues that plaintiffs’ motion is procedurally improper because it does not completely dispose of a cause of action or an issue of duty. Plaintiffs argue that the motion is procedurally proper because the requested adjudications are separate and distinct, and all relate to “the District’s contractual duty not to interfere with Plaintiffs’ unconditional enjoyment of all of the rights assigned to them by the District.” (Motion, at p. 16.)

The start of this analysis is the obvious point that the fourth cause of action of plaintiffs’ complaint requests eight different declarations but plaintiffs here request summary adjudication as to only five declarations. Plaintiffs argue partial adjudication of distinct claims is permissible, citing Blue Mountain Enterprises, LLC. v. Owen (2022) 74 Cal.App.5th 537 (Blue Mountain).

In Blue Mountain, the defendant entered into a series of agreements selling his interest in a company and agreeing to serve as the chief executive officer of the newly formed company for five years. (Blue Mountain, supra, 74 Cal.App.5th at pp. 542-543.) The employment agreement included a covenant not to solicit the business of customers for three years after termination of his employment. (Id. at p. 543.) Thereafter, the defendant was terminated for cause and formed a new company. (Id. at pp. 543-544.) The defendant later sent an announcement to several representatives of the plaintiff’s customers, informing them that the defendant had started the new company. (Id. at p. 544) The plaintiff sued the defendant alleging breach of contract, inducing breach of contract, and intentional interference. (Ibid.)

During the litigation in Blue Mountain, the plaintiff moved for summary adjudication of its cause of action for breach of contract based on the defendant’s violation of the customer nonsolicitation covenant. (Blue Mountain, supra, 74 Cal.App.5th at p. 547.) The defendant asserted in opposition that the motion was procedurally improper because the breach of contract cause of action also alleged breach of contract by soliciting the plaintiff’s employees and the motion did not seek summary adjudication of that claim. (Ibid.) After waiving any claim for damages and seeking only equitable relief, the trial court granted the motion finding that the announcement constituted solicitation as a matter of law. (Ibid.) The trial court converted its preliminary injunction into a permanent injunction, which injunction expired shortly after entry of judgment. (Id. at p. 548.) The plaintiff dismissed the remaining causes of action. (Ibid.) The trial court awarded the plaintiff attorney fees as the prevailing party on contract pursuant to an attorney fee provision in the contract. (Ibid.)

On appeal in Blue Mountain, the defendant argued that the plaintiff was not entitled to summary adjudication of the breach of contract claim because it did not fully resolve the breach of contract claim. (Blue Mountain, supra, 74 Cal.App.5th at p. 549.) The Blue Mountain court disagreed:

“A recognized exception to the statutory language [of section 437c, subdivision (f)(1)] holds that where two or more separate and distinct wrongful acts are combined in the same cause of action in a complaint, a party may present a summary adjudication motion that pertains to some, but not all, of the separate and distinct wrongful acts. [Citation.] That is because each separate and distinct wrongful act is an invasion of a separate and distinct primary right, and each violation of a primary right is a separate and distinct ‘cause of action’—regardless of how the claim is presented in the complaint. [Citation.] Thus, to the extent the FAC’s first cause of action alleged separate and distinct contractual violations, [the plaintiff] was entitled to present a motion for summary adjudication as to any alleged violation. [Citation.]” (Blue Mountain, supra, 74 Cal.App.5th at p. 549.)

“We have no difficulty concluding that [the plaintiff’s] customer solicitation claim and employee solicitation claim involve two different primary rights: [the plaintiff’s] right to enjoy and preserve the customer goodwill it had acquired from [the defendant], and its right to be free from interference with its employment relationships. Both primary rights are contractual and were conferred by two different provisions in the Employee Agreement. The solicitation of [the plaintiff’s] customers thus invaded a different right and constituted a ‘separate and distinct’ wrongful act from the solicitation of [the plaintiff’s] employees. [Citation.] Though the breaches were pleaded together in a single cause of action, they involve allegations of separate and distinct wrongful acts and damages. Consequently, the trial court did not abuse its discretion in addressing the discrete customer solicitation claim by way of summary adjudication.” (Blue Mountain, supra, 74 Cal.App.5th at p. 550.)

Unlike the claims in Blue Mountain, however, plaintiffs’ declaratory relief claims asserted in the TAP do not constitute separate and independent wrongful acts. Each of the declaratory relief claims is alleged to arise from the District’s enactment of Resolution No. 21-73 and the interference caused by the requirements of Resolution No. 21-73. This same interference is alleged to be the subject of the breach of contract claims and associated requested declarations. (TAP, ¶¶ 112-114, 119-123, 128(2), 128(3), 129.) This same interference is the basis for the alleged actual controversy of all declaratory relief claims. (TAP, ¶ 129.) The court therefore concludes that this motion for summary adjudication is not procedurally proper as a motion to summarily adjudicate distinct “causes of action” under the general heading of plaintiffs’ fourth causes of action.

Alternatively, plaintiffs argue that the requested adjudications are proper as summary adjudication of issues of duty, citing Linden Partners v. Wilshire Linden Associates (1998) 62 Cal.App.4th 508 (Linden Partners). In Linden Partners, the plaintiffs agreed to buy a medical office building owned by the defendants. (Id. at p. 512.) One space in the building was rented by Wells Fargo Bank (Wells Fargo), which in turn subleased the space to Bank Leumi (Leumi). (Ibid.) Leumi, as subtenant, paid rent to Wells Fargo, as tenant, which in turn paid rent to the defendant-owner. (Ibid.) The purchase agreement obligated the defendants to furnish to the plaintiffs estoppel certificates signed by each tenant attesting to details about the respectively rented space in the building, but not until the close of escrow. (Id. at p. 513.) Leumi refused to sign an estoppel certificate because it was not required to do so in its sublease with Wells Fargo. (Ibid.) Wells Fargo also refused to sign an estoppel certificate for its subtenant. (Ibid.) Owing to a buy-out of the Wells Fargo lease, an important issue was the amount of rent paid by Leumi under the sublease, which was not disclosed. (Id. at p. 514.) Defendants described how to calculate the rent, but both the defendants and plaintiffs miscalculated the actual rent. (Ibid.) After escrow closed, plaintiffs learned how much rent was actually being paid by Leumi, a lower number than calculated. (Ibid.) Plaintiffs ultimately sued defendants based on that difference. (Ibid.)

During the litigation in the trial court in Linden Partners, the plaintiffs filed a motion for summary adjudication seeking, among other things, a ruling “that defendants had a duty to deliver to plaintiffs an ‘estoppel certificate’ that correctly stated the current monthly rent being paid by Leumi.” (Linden Partners, supra, 62 Cal.App.4th at p. 515.) The trial court granted that aspect of the plaintiff’s motion. (Ibid.)

On appeal in Linden Partners, the defendant argued that summary adjudication was improper because it did not dispose of an issue of duty as required by section 437c, subdivision (f)(1). (Linden Partners, supra, 62 Cal.App.4th at p. 515.) Addressing this issue, the Linden Partners court first noted that the analysis requires considering the precise statement of the issue and the ruling. (Id. at p. 516.) The court then found that summary adjudication there was an adjudication of the type of duty permitted under subdivision (f)(1):

“We do not believe that the Legislature intended the words ‘an issue of duty’ in section 437c(f) to apply only to negligence causes of action—and neither does the court in [Regan Roofing Co. v. Superior Court (1994) 24 Cal.App.4th 425 (Regan), disapproved on other grounds in Crawford v. Weather Shield Mfg., Inc. (2008) 44 Cal.4th 541, 565], which had no hesitancy in declaring it to be a ‘well established rule that a duty to defend (in the context of insurance contract law) is contractual in nature [citation] and determination of such duty is a matter of law appropriate for summary adjudication.’ [Citation.]

“This court does not intend to paint too broadly. We believe it may fairly be concluded from settled authority and upon a reasonable interpretation of legislative intent that if, under the facts and circumstances of a given case, a court finds it appropriate to determine the existence or non-existence of a duty in the nature of a contractual obligation, it may properly do so by a ruling on that issue presented by a motion for summary adjudication.

“In the instant case, the agreement does not specifically provide that defendants had a duty (contractual obligation) to deliver to plaintiffs an estoppel certificate containing an accurate statement of the current monthly rental from Leumi. Such language was, however, implicit in the obligatory language of the agreement and the court was asked to declare and define such duty by motion for summary adjudication.” (Linden Partners, supra, 62 Cal.App.4th at pp. 518–519.)

The Linden Partners court then addressed the issue of the effect of the ruling. Disagreeing with Regan, the court stated:

“It will be noted from the text of section 437c(f) …, that the substantive areas which may be challenged by motion for summary adjudication are stated in the disjunctive—‘... a cause of action, an affirmative defense, a claim for damages or an issue of duty.’ We believe that the plain meaning of this language is that a motion for summary adjudication may be granted or denied as to any one of these substantive areas, standing alone, and without reference to the dispositive effect of such ruling on any of the companion substantive areas. A ruling which ‘completely disposes’ of an issue of duty as required by the last sentence of the section, but which has no dispositive impact on other issues would appear to be fully in conformance with legislative intent and the straightforward, unambiguous language of the section.” (Linden Partners, supra, 62 Cal.App.4th at pp. 519–520, emphasis in original.) “We hold that on a motion for summary adjudication, the court may rule whether a defendant owes or does not owe a duty to plaintiff without regard for the dispositive effect of such ruling on other issues in the litigation, except that the ruling must completely dispose of the issue of duty.” (Id. at p. 522.)

As Linden Partners demonstrates, a contractual duty may be the subject of a motion for summary adjudication provided that the adjudication completely disposes of the issue of duty. With this proposition in mind, there are several overlapping concepts that preclude the adjudications sought by plaintiffs.

The first overlapping concept relates back to the notice of motion. As Linden Partners notes, the analysis of the propriety of summary adjudication of an issue of duty begins with identifying the specific issue of duty that is the subject of adjudication. As quoted above, however, each of the requested adjudications is framed as “Respondents/ Defendants did not have the authority or right” “to adopt,” “to require,” “to dictate,” and “to deprive.” None of the requested adjudications are framed as an issue of duty. In the memorandum in support of their motion, it is clear that plaintiffs are not advocating for these requested adjudications as expressly framed by plaintiffs, but instead are arguing for a different adjudication, namely, that plaintiffs own all of the “retained rights” free from any interference by the District because the District made a valid assignment. (Notice, at p. 4; Motion, at pp. 17-22.) This issue is different, and narrower, than the requested adjudications (i) through (v).

For example, as discussed below, requested adjudication (i) seeks to adjudicate, among other things, that the District did not have the authority to adopt Resolution No. 21-73. This is consistent with, and somewhat redundant to, plaintiffs’ first cause of action for writ of mandate challenging the Resolution as “exceed[ing] the scope of the agency’s authority ….” (TAP, ¶ 101.) There is nothing in the moving papers that seeks to adjudicate that the District lacked authority to adopt the Resolution. Indeed, plaintiffs’ argument in this motion is not about the authority to adopt the Resolution, but rather about the effect of such adoption. Insofar as the notice of the motion specifies requested adjudication (i) as within the scope of the more generic “free from interference” adjudication of duty, the requested adjudications do not fully resolve the issue of duty presented in the TAP, making the motion improper under subdivision (f)(1). This is a sufficient, and alternative, basis to deny the motion.

(4)       Scope of Declaratory Relief

Putting aside the above issue of whether the amorphously described issue of duty is fully resolved by the requested adjudications, there are two other, more basic, issues with the nature of the declaratory relief sought here. One issue is in the discretionary nature of declaratory relief; the other is the extent to which the declaratory relief sought is alternatively moot or not ripe.

“First, and generally, from commencement to conclusion, the party moving for summary judgment bears the burden of persuasion that there is no triable issue of material fact and that he is entitled to judgment as a matter of law.” (Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 850; accord, Paramount Petroleum Corp. v. Superior Court (2014) 227 Cal.App.4th 226, 243 [summary adjudication].)

“Summary judgment procedure includes declaratory relief actions ‘ “in a proper case.” ’ [Citation.] ‘ “ ‘[T]he propriety of the application of [summary judgment to] declaratory relief lies in the trial court’s function to render such a judgment when only legal issues are presented for its determination.’ ” [Citations.]’ [Citation.]” (Gafcon, Inc. v. Ponsor & Associates (2002) 98 Cal.App.4th 1388, 1401–1402 (Gafcon).)

“The court may refuse to exercise the power granted by this chapter in any case where its declaration or determination is not necessary or proper at the time under all the circumstances.” (Code Civ. Proc., § 1061.) “The court has discretion to refuse to render a declaratory judgment when it would not be necessary or proper under all the circumstances. [Citation.] [¶] … There is no reason why this discretion cannot be exercised on a motion for summary judgment because there the court has before it in affidavit form the evidence of the parties.” (Travers v. Louden (1967) 254 Cal.App.2d 926, 932.)

Here, plaintiffs’ claim for declaratory relief was originally premised upon the adoption and enforcement of Resolution No. 21-73. (See Petition, ¶¶ 128-132; FAP, ¶¶ 130-134; SAP, ¶¶ 117-120.) Although the residual effects of the Resolution remain as an issue as to the second (breach of contract) and third (breach of the implied covenant of good faith and fair dealing) causes of action the TAP, the Resolution has since been rescinded. In addition to the mootness and ripeness issues discussed below, the fact that the Resolution has been rescinded raises the issue of whether the disposition of the second and third causes of action will not provide sufficient, concrete relief to render declaratory relief on the same basis unnecessary or imprudent.

While “[t]he mere circumstance that another remedy is available is an insufficient ground for refusing declaratory relief” (Filarsky v. Superior Court (2002) 28 Cal.4th 419, 433), where a contract dispute has matured into a breach of contract cause of action, the court may exercise its discretion not to render declaratory relief. (Ermolieff v. R.K.O. Radio Pictures (1942) 19 Cal.2d 543, 549 [“It may well be that by reason of the discretion vested in the trial court in the granting of declaratory relief (Code of Civil Procedure, sec. 1061) the court may under proper circumstances deny that relief where other remedies will serve as well or better.”]; Osseous Technologies of America, Inc. v. DiscoveryOrtho Partners LLC (2010) 191 Cal.App.4th 357, 375 (Osseous).)

Unlike cases typically dealing with denial of declaratory relief (e.g., Osseous, supra, 191 Cal.App.4th at p. 360), the issue now is not whether declaratory relief should be finally denied, but rather whether under all of the circumstances as they exist now declaratory relief should be awarded while the fully matured contract claims remain pending. As a discretionary matter pursuant to section 1061, the court denies declaratory relief until the scope of the fully matured contract claims were resolved because the scope of appropriate declaratory relief, if any, would be affected by the resolution of those contract claims. This application is similar to the situation in Hood v. Superior Court (1995) 33 Cal.App.4th 319 (Hood):

“We believe a comment is in order about the declaratory relief cause of action itself. The issues invoked in that cause of action already were fully engaged by other causes of action. Because they were, declaratory relief was unnecessary and superfluous. [Citations.] ‘The declaratory relief statute should not be used for the purpose of anticipating and determining an issue which can be determined in the main action. The object of the statute is to afford a new form of relief where needed and not to furnish a litigant with a second cause of action for the determination of identical issues.’ [Citations.] [¶] Here, the underlying cause of action already had matured and a declaration of rights adds nothing to those matters that were asserted and presumably will be resolved in the underlying action.” (Hood, supra, 33 Cal.App.4th at p. 324.)

What distinguishes Hood from the present case is (1) the potential that the declaratory relief claim may yet provide useful prospective relief and (2) the separate statutory authorization to summarily adjudicate an issue of duty. The potential for declaratory relief to provide useful prospective relief raises the issue of mootness or ripeness.

“The controversy that is the subject of declaratory relief ‘ “ ‘ “must be of a character which admits of specific and conclusive relief by judgment within the field of judicial determination, as distinguished from an advisory opinion upon a particular or hypothetical state of facts....” ’ ” ’ [Citation.] ‘The judgment must decree, not suggest, what the parties may or may not do. [Citations.]’ [Citation.] Moreover, declaratory relief ‘ “operates prospectively, and not merely for the redress of past wrongs. It serves to set controversies at rest before they lead to repudiation of obligations, invasion of rights or commission of wrongs; in short, the remedy is to be used in the interests of preventive justice, to declare rights rather than execute them.” ’ [Citation.]” (Gafcon, supra, 98 Cal.App.4th at p. 1403.)

“ ‘The “actual controversy” referred to in this statute is one which admits of definitive and conclusive relief by judgment within the field of judicial administration, as distinguished from an advisory opinion upon a particular or hypothetical state of facts. The judgment must decree, not suggest, what the parties may or may not do. [Citations.]’ [Citation.] Moreover, declaratory relief ‘ “operates prospectively, and not merely for the redress of past wrongs. It serves to set controversies at rest before they lead to repudiation of obligations, invasion of rights or commission of wrongs; in short, the remedy is to be used in the interests of preventive justice, to declare rights rather than execute them.” [Citations.]’ [Citation.]” (Baxter Healthcare Corp. v. Denton (2004) 120 Cal.App.4th 333, 360.)

The rescission of Resolution No. 21-73 means that declaratory relief related specifically to the Resolution would not operate prospectively.

“ ‘An issue becomes moot when some event has occurred which “deprive[s] the controversy of its life.” [Citation.] The policy behind a mootness dismissal is that “courts decide justiciable controversies and will normally not render advisory opinions.” ’ [Citations.] The voluntary cessation of allegedly wrongful conduct destroys the justiciability of a controversy and renders an action moot unless there is a reasonable expectation the allegedly wrongful conduct will be repeated.” (Center for Local Government Accountability v. City of San Diego (2016) 247 Cal.App.4th 1146, 1157.)

“A party seeking declaratory relief must show a very significant possibility of future harm. [Citation.] In assessing whether declaratory relief is available, a court determines whether ‘a probable future dispute over legal rights between parties is sufficiently ripe to represent an “actual controversy” within the meaning of the statute authorizing declaratory relief [citation], as opposed to purely hypothetical concerns ....’ [Citation.] ‘ “An ‘actual controversy’ under the declaratory relief statute is ‘one which admits of definitive and conclusive relief by judgment within the field of judicial administration, as distinguished from an advisory opinion upon a particular or hypothetical state of facts.” [Citation.]’ [Citation.]” (Monterey Coastkeeper v. Central Coast Regional Water Quality Control Board (2022) 76 Cal.App.5th 1, 13.)

Based upon the facts as presented, declaratory relief as to Resolution No. 21-73 is moot. In order for declaratory relief to be appropriate under these circumstances, the moving party must present evidence that there is a very significant possibility of future harm. The future harm argued by the motion is merely that there is a reasonable expectation that the wrong will be repeated. (Motion, at pp. 22-23) However, no evidence is presented to support an expectation that Resolution No. 21-73, or any of its requirements, would again be enacted. Plaintiffs, as the moving parties in this motion, have not met their initial burden to show an entitlement to declaratory relief.

(5)       Scope of the Duty Issue

The second issue distinguishing Hood from this case presents the issue of reconciling the limitations of declaratory relief and the statutory authorization of summary adjudication of an issue of duty. As discussed above, the notice of motion seeks summary adjudication as to particular aspects of plaintiffs’ fourth cause of action for declaratory relief. Although not characterized or framed in the notice as an issue of duty, plaintiffs argue that this summary adjudication is nonetheless proper under the statutory authorization for an issue of duty. As also discussed above, the notice of motion fails to identify an issue of duty that would be completely resolved by the motion. These circumstances can also be characterized as a failure of the plaintiffs to meet their initial burden on summary adjudication.

The issue of duty discussed in Linden Partners, supra, 62 Cal.App.4th 508, was an affirmative contractual duty, i.e., of the Linden Partners defendants to deliver to plaintiffs a correct estoppel certificate. (Id. at p. 515.) Here, the issue is expressed negatively: “the District having assigned to Plaintiffs all of its rights in and to the Retained Rights under the State Water Contract, the District has no right to impose any conditions or limitations on Plaintiffs’ use, enjoyment, and exploitation of those rights.” (Notice, at p. 4, fn. omitted.) All of the more specific declarations requested are special cases of this broader request for summary adjudication (noting, as discussed above, that in some cases they are broader still and not addressed by the motion so as to fully resolve the issue).

The terms of the contracts at issue themselves describe the duties among the parties. The term “Retained Rights” is defined in the WSRA as a portion of the District’s annual entitlement and capacity rights to water, and all rights associated therewith under the State Water Contract. (WSRA, § 2(a).) The District expressly assigned “all rights and obligations under the State Water Contract relating to the Retained Rights.” (WSRA, § 3(a).) At the same time, the WSRA contemplates residual obligations of the District under the State Water Contract by providing that the Contractor assumes the primary fiscal obligations of the District but also providing that nothing in the WSRA changes the obligation of the District to make payments required by the State Water Contract. (WSRA, § 3(b).)

The duty of noninterference comes from two sources. There is an express duty of the District to “take all necessary action, whether positive or negative, to preserve and protect all Retained Rights and shall not amend the State Water Contract in any way inconsistent with the provisions of this Agreement.” (WSRA, § 5(b).) There is also the implied covenant of good faith and fair dealing implied in every contract:

“ ‘This covenant [of good faith and fair dealing] not only imposes upon each contracting party the duty to refrain from doing anything which would render performance of the contract impossible by any act of his own, but also the duty to do everything that the contract presupposes that he will do to accomplish its purpose.’ [Citation.]” (Pasadena Live v. City of Pasadena (2004) 114 Cal.App.4th 1089, 1093.) “ ‘The implied covenant of good faith and fair dealing is limited to assuring compliance with the express terms of the contract, and cannot be extended to create obligations not contemplated by the contract.’ [Citation.]” (Id. at p. 1094.)

Putting these terms together, plaintiffs’ evidence with respect to this motion is insufficient for the court to find as a matter of law that the District had “no right to impose any conditions or limitations on Plaintiffs’ use, enjoyment, and exploitation of those rights.” The evidence presented by plaintiffs is sufficient to show that the District has a contractual duty to refrain from doing anything which would render performance of the contract impossible by any act of its own and to do everything that the contract presupposes that the District will do to accomplish its purpose. However, plaintiffs’ evidence is insufficient to show that there are no conditions or limitations on Plaintiffs’ use, enjoyment, or exploitation of plaintiffs’ Retained Rights whatsoever which may also be permitted in connection with the District’s residual obligations.

The insufficiency of this evidence to demonstrate that no conditions or limitations whatsoever may be imposed points out the difference between an issue of duty and an issue of breach. The express contractual duty is “to preserve and protect all Retained Rights” and “not [to] amend the State Water Contract” inconsistently with the WSRA. By summarily adjudicating a duty, particularly in the context of a declaratory relief action, the duty must be specific as to what the District may or may not do. But the issue of duty sought to be adjudicated here is too broad for the court to provide anything but general parameters. Alternatively, if the court identifies that a particular course of past conduct, such as the enactment of Resolution No. 21-73, violates a duty of noninterference, the court would be summarily adjudicating the issue of a specific past breach rather than the existence or nonexistence of a duty. “[T]here is no statutory basis for summary adjudication on the issue of breach.” (Paramount Petroleum Corp. v. Superior Court, supra, at p. 243, italics omitted.) The scope of the issue of the noninterference duty here is too broad and amorphous for a specific declaration given the limited facts presented by plaintiffs. Because plaintiffs have not met their burden to completely dispose of an issue of duty, this is alternatively a basis for denying the motion.

(6)       Triable Issues of Fact

            (A)       Requests for Judicial Notice and Evidentiary Matters

In support of the motion, plaintiffs request that the court take judicial notice of: (Plaintiffs’ Request for Judicial Notice, exhibit B) the Assignment Agreement; (exhibit D) Resolution No. 21-73; and (exhibit E) the Agenda, Agenda Letter, and Minute Order relating to the District’s Board of Directors’ March 21, 2023, meeting concerning Administrative Agenda Item A-13. The court will grant judicial notice as to these items. (See Evid. Code, § 452, subds. (c), (h).)

In opposition to the motion, the District requests that the court take judicial notice of: (Defendant’s Request for Judicial Notice, exhibit 3) the Agenda, Agenda Letter (with Attachment A), Action Summary, and Minute Order relating to the meeting of the District’s Board of Directors on March 21, 2023; (exhibit 4) the declaration of James Stubchaer filed in litigation styled Goleta Water District, et al. v. Santa Barbara County Flood Control and Water Conservation District, et al., Santa Barbara Superior Court Case No. 145984, dated July 9, 1984; (exhibit 5) a letter from David. S. Kennedy, Director of DWR, dated August 13, 1991; (exhibit 6) a letter from Robert A. Almy dated November 24, 1996; (exhibit 7) a letter from Donald R. Long, DWR’s Chief State Water Project Analysis Office, dated January 17, 1997; (exhibit 8) a memorandum from Steven A. Amerikaner, General Counsel of CCWA, dated June 14, 2017; (exhibit 9) the October 26, 2017, board packet relating to CCWA’s Board of Director’s meeting on September 28, 2017; (exhibit 11) a draft Water Supply Retention Agreement from Santa Barbara Water Purveyors Agency dated September 1, 1982; (exhibit 16) a Memorandum from Ray A. Stokes, Executive Director of CCWA, to CCWA’s Board of Directors dated July 24, 2023; (exhibit 18) DWR’s State Water Project Contract Amendments Negotiation Meeting Series 2018, dated, April 17, 2018; (exhibit 19) a letter from William B. Wallace dated September 10, 1982; and (exhibit 20) DWR’s State Water Project Contract Amendments Negotiation Meeting Series 2018, dated, May 2, 2018. The court will grant judicial notice as to these items. (See Evid. Code, § 452, subds. (c), (d)(1), (h).)

“Although the existence of a document may be judicially noticeable, the truth of statements contained in the document and its proper interpretation are not subject to judicial notice if those matters are reasonably disputable.” (Fremont Indemnity Co. v. Fremont General Corp. (2007) 148 Cal.App.4th 97, 113, italics omitted (Fremont Indemnity).)

Each of the parties assert evidentiary objections as to evidence proffered by the other. The District objects to evidence presented by way of the District’s pleadings, specifically, (objection 1) the District’s FACC, (objection 2) recital E of the TFRA, appearing in exhibit 10 to the FACC, (objection 3) recital F of the TFRA, (objection 4) plaintiffs’ exhibit E, namely, the Agenda, Agenda Letter, and Minute Order relating to the District’s Board of Directors’ March 21, 2023, meeting concerning Administrative Agenda Item A-13. The District further objects to the declaration of Stephanie Hastings identifying plaintiffs’ exhibit A as the FACC (objection 5), plaintiffs’ exhibit D as Resolution 21-73 (objection 7), and plaintiffs’ exhibit E as the Agenda, Agenda Letter, and Minute Order relating to the District’s Board of Directors’ March 21, 2023, meeting concerning Administrative Agenda Item A-13 (objection 8.)

With respect to the FACC itself, the court takes judicial notice of the entirety of the FACC in the court’s file. With this qualification, the District’s objection 1 is overruled. The District’s objections 2, 3, and 4 are frivolous: The District itself has proffered as evidence the TFRA and the board packet that is the subject of this objection. (District’s Evidence, exhibits 1, 4.) Those objections are overruled. Objections 5, 7, and 8, which merely provide foundation for those same exhibits are similarly overruled.

Plaintiffs object to some of the District’s evidence on the grounds that it is improper extrinsic evidence as to the meaning of the assignment language in the WSRAs. “The proper interpretation of a contract is disputable if the contract is susceptible of more than one reasonable interpretation, that is, if the contract is ambiguous. An ambiguity may appear on the face of a contract, or extrinsic evidence may reveal a latent ambiguity. [Citation.] A court determining whether a contract is ambiguous must first consider extrinsic evidence offered to prove the parties’ mutual intention. If the court determines that the contract is reasonably susceptible of an interpretation supported by extrinsic evidence, the court must admit that evidence for purposes of interpreting the contract. [Citation.] A court cannot determine based on only the four corners of a document, without provisionally considering any extrinsic evidence offered by the parties, that the meaning of the document is clear and unambiguous.” (Fremont Indemnity, supra, 148 Cal.App.4th at p. 114.) Plaintiffs’ objections 1 through 7 are overruled.

District’s objection 6 relates to the propounding of discovery on the District. This objection is overruled. The court notes that plaintiffs’ separate statement facts 19, 20, and 21 are based upon discovery responses of the District that the agreements at issue in this action are enforceable, are not ambiguous, and all parts are in writing. In response, the District argues that the separate statement fact is ambiguous and improper because the discovery responses are misconstrued. The core of this dispute is that both plaintiffs and the District contend that the WSRAs are not ambiguous, but that the unambiguous meaning is the meaning asserted by each respective party. The court does not find the District’s discovery responses to be an admission by the District as to the meaning of the WSRAs asserted by the plaintiffs.

            (B)       Factual Disputes

Even if plaintiffs had met their initial burden on summary adjudication, there remain factual disputes which would preclude summary adjudication. For example, plaintiffs’ separate statement fact 8 is:

“In a letter dated August 13, 1991, the Director of the Department of Water Resources (‘DWR’) stated that DWR had no objection to the WSRAs, with the understanding that the WSRAs in no way affect the District’s obligations to DWR under the State Water Contract and may not in any way be construed as an assignment obligating DWR to the Contractors or their agency or giving the Contractors or their agency any rights to proceed directly against DWR, or relieving the District of any of its obligations to DWR under the State Water Contract.”

The evidence cited in support of this fact is paragraph 185 of the District’s FACC, which states:

“In response to the Santa Barbara Water Purveyors Agency’s request for approval of assignment of the Santa Barbara County Flood Control and Water Conservation District’s rights as allegedly provided by the Water Supply Retention Agreements, the Department of Water Resources declined to provide such approval. In a letter dated August 13, 1991, signed by the Director of the Department of Water Resources David S. Kennedy, he explained: ‘Although the agreements use language that speaks in terms of an assignment, the Department considers these contractual arrangement to be subcontracts of the District’s water entitlement to the purveyors.’ He further explains: ‘The Department’s willingness to indicate that it has no objection to these arrangements is being provided only with the further understanding that the arrangements may not in any way be construed as an assignment obligating the Department to the local water purveyors or their agency, or giving the local purveyors or their agency any rights to proceed directly against the Department, or relieving the District of any of its obligations to the Department under the water supply contract.’ ”

The referenced letter states in relevant part:

“This is in reply to Mr. Stubchaer’s April 2, 1991 letter to me concerning certain contractual arrangements entered into between the Santa Barbara County Flood Control and Water Conservation District and certain local water purveyors in Santa Barbara County. Specifically, Mr. Stubchaer requested Department of Water Resources’ approval of the Water Supply Retention Agreements between the District and water purveyors that were attachments to his letter.

“The Department has reviewed the request, along with the attachments. On July 11, 1991, Department attorneys and staff met to discuss this matter with Mr. David Nawi and Ms. Mary Ellen Barilotti of the Santa Barbara County Counsel’s Office, Mr. Robert Almy of the Santa Barbara County Water Agency and Messrs. Stanley Hatch and Steven Amerikaner, representing the Santa Barbara Water Purveyors Agency.

“A primary purpose of these agreements is to allocate to the local water purveyors specified portions of the District’s water entitlement under the February 26, 1963 Water Supply Contract between the District and State of California, Department of Water Resources. Although the agreements use language that speaks in terms of an assignment, the Department considers these contractual arrangements to be subcontracts of the District’s water entitlement to the purveyors. This is consistent with the Department’s treatment of a similar arrangement involving the Ventura County Flood Control District’s subcontract of its State water entitlement to the Ventura River Municipal Water District in 1970.

“This is to inform you that the Department has no objection to the District subcontracting part or all of its State Water Project entitlement to the local water purveyors in Santa Barbara County in accordance with the arrangements contained in the Water Supply Retention Agreements attached to your letter, with the understanding that such subcontracts will in no way affect the obligations to the State under the District’s State Water Supply Contract.

“The Department’s willingness to indicate that it has no objection to these arrangements is being provided only with the further understanding that the arrangements may not in any way be construed as an assignment obligating the Department to the local water purveyors or their agency, or giving the local purveyors or their agency any rights to proceed directly against the Department, or relieving the District of any of its obligations to the Department under the water supply contract.

“The Department would appreciate being kept apprised of any substantive changes or additions to the contractual arrangements between the District and local water purveyors.” (Defendant’s Evidence, exhibit 5.)

The factual dispute is apparent from plaintiffs’ citation in the motion to separate statement fact 8: “DWR expressly approved the WSRAs insofar as those agreements pertained to the District assigning its rights pursuant to the State Water Contract to the Contractors. [Fn.] DWR only objected to the WSRAs being interpreted to obligate DWR to the Contractors or to release the District from its obligations to DWR. [Fns.]” (Motion, at p. 11, citing PSS, fact 8.) But the only evidence cited by plaintiffs in support of separate statement fact 8 is the District’s own allegation that includes the allegation that the DWR “declined to provide such approval.” The assignment provision of the State Water Contract provides: “No assignment or transfer of this contract or any part hereof, rights hereunder, or interest herein by the Agency shall be valid unless and until it is approved by the State and made subject to such reasonable terms as the State may impose.” (Plaintiffs’ Evidence, exhibit 11a to exhibit A, § 41, capitalization altered and bolding omitted.) The August 13 letter by its terms does not approve, and expressly disclaims, the WSRAs as assignments.

Insofar as a material dispute between the parties is whether the WSRAs constitute assignments or subcontracts, there is a material factual dispute raised in separate statement fact 8 of whether DWR approved the WSRAs pertaining to the District “assigning its rights” or merely expressed the absence of objection to subcontracts.

The court alternatively finds that the District has met its burden to show the existence of triable issues of fact. This, too, is an alternative basis for denying the motion.