Kick On Vineyard, LLC, v. Diamond West Farming, Inc., et al

Case Number

25CV03063

Case Type

Hearing Date / Time

Wed, 01/14/2026 - 10:00

Nature of Proceedings

Motion of Plaintiff for Summary Judgment

Tentative Ruling

For Plaintiff Kick On Vineyard, LLC: Kevin R. Nimmons, Reicker, Pfau, Pyle & McRoy LLP.

                                   

For Defendants Diamond West Farming, Inc., and Sukhjivan Sran: Tracy A. Agrall, Ruth Newton; Wild, Carter & Timpton.

RULING

For the reasons set forth herein, the motion of Plaintiff Kick On Vineyard, LLC, for summary judgment is granted in part and denied in part. The motion is granted to award judgment in favor of Plaintiff and against Defendant Diamond West Farming, Inc., in the amount of $112,254.95. The motion is denied as to Defendant Sukhjivan Sran.

Background

According to Defendant Sukhjivan Sran, erroneously sued as Sukhwinder Sran, and referred to by many people as “Sukhy” (Sran), Sran is a supervisor for Defendant Diamond West Farming Company, Inc. (DWF) and does not have any ownership interest in DWF. (Sran decl., ¶ 3.)

Before 2024, DWF and Plaintiff Kick On Vineyard, LLC (KOV) entered into an agricultural lease. (Sran decl., ¶ 4.) This lease ended in December 2024. (Ibid.) At the time of the lease termination, KOV maintained that DWF had not paid the full amount owing under the lease. (Ibid.) In December 2024, Sran had a discussion with Steven Lyons, who presented Sran with a promissory note to sign saying this was the amount by DWF after the end of the lease. (Ibid.) (Note: Steven Lyons is the managing member of KOV. (Lyons decl., ¶ 2.)) Sran signed the note on behalf of DWF because he knew that some amount of money was owed to KOV by DWF. (Sran decl., ¶ 4.)

According to KOV, on December 20, 2024, on behalf of KOV, Lyons loaned DWF and Sran the sum of $112,911, evidenced by a promissory note dated December 20, 2024 (the Note). (Lyons decl., ¶ 3.) Lyons had believed that Lakhy Sran would be a borrower and one of the makers of the Note, but instead Sran executed the Note. (Lyons decl., ¶ 4.)

The Note, entitled “Promissory Note Secured by Deed of Trust” (capitalization altered), provides at the top of the text:

“FOR VALUE RECEIVED, Diamond West Farming, Inc. and Lakhy Sran (together referred to herein as ‘Maker’), promises to pay Kick On Vineyard, LLC, or its assignee (‘Holder’), or order, the principal sum of seven hundred thousand $112,911 [sic] with interest at five percent (5%) per annum (the ‘Base Rate’) commencing on the first (1^st) day of the month commencing [Feb 1], 2025 (the ‘Commencement Date’).” (Lyons decl., ¶ 3 & exhibit 1, p. 1.) (Note: The Commencement Date is typescript as January 1 with a handwritten line through it and “Feb 1” in handwriting beneath.)

The signature block of the Note is:

“MAKER

“Diamond West Farming Co., Inc.

“By: __ [Sukhy Sran spelled out]__

“Name:

“Its:

“MAKER

“___ [Signature of Sukhy Sran]__

“Lakhy Swan

“[Sukhy Sran spelled out]” (Note, p. 4, bolding omitted, strikethrough handwritten in original.)

According to Sran, KOV never loaned DWF any funds and any funds alleged to be owned to KOV are payments due under the lease agreement. (Sran decl., ¶ 6.) KOV never loaned Sran any funds. (Sran decl., ¶ 7.) Sran signed the Note on behalf of DWF and Sran never intended to be personally obligated to KOV for any monies. (Ibid.)

DWF made one payment under the Note in February 2025 in the amount of $5,895.79. (Defendants Separate Statement [DSS], fact 9 [undisputed on this point].) Thereafter no further payments were made, even after demand was made for payment. (DSS, facts 10-12 [undisputed on this point].) There is, as of January 14, 2025, $112,254.95 owing on the Note, including late fees and interest. (DSS, fact 14 [undisputed on this point].)

On May 16, 2025, KOV filed its complaint in this action asserting one cause of action for breach of promissory note.

On August 11, 2025, DWF and Sran filed their answer to the complaint, generally denying the allegations thereof and asserting 16 affirmative defenses.

On October 3, 2025, KOV filed this motion for summary judgment, seeking summary judgment against both DWF and Sran.

Sran opposes the motion.

Analysis

“A party may move for summary judgment in an action or proceeding if it is contended that the action has no merit or that there is no defense to the action or proceeding.” (Code Civ. Proc., § 437c, subd. (a)(1).)

“The motion for summary judgment shall be granted if all the papers submitted show that there is no triable issue as to any material fact and that the moving party is entitled to a judgment as a matter of law. In determining if the papers show that there is no triable issue as to any material fact, the Court shall consider all of the evidence set forth in the papers, except the evidence to which objections have been made and sustained by the Court, and all inferences reasonably deducible from the evidence, except summary judgment shall not be granted by the Court based on inferences reasonably deducible from the evidence if contradicted by other inferences or evidence that raise a triable issue as to any material fact.” (Code Civ. Proc., § 437c, subd. (c).)

“A Plaintiff … has met that party’s burden of showing that there is no defense to a cause of action if that party has proved each element of the cause of action entitling the party to judgment on the cause of action. Once the Plaintiff … has met that burden, the burden shifts to the Defendant … to show that a triable issue of one or more material facts exists as to the cause of action or a defense thereto. The Defendant … shall not rely upon the allegations or denials of its pleadings to show that a triable issue of material fact exists but, instead, shall set forth the specific facts showing that a triable issue of material fact exists as to the cause of action or a defense thereto.” (Code Civ. Proc., § 437c, subd. (p)(1).)

(1)       Procedural Matters

The Court notes that Defendants’ response separate statement is fails to comply with required formatting.

“The opposition papers shall include a separate statement that responds to each of the material facts contended by the moving party to be undisputed, indicating if the opposing party agrees or disagrees that those facts are undisputed. The statement also shall set forth plainly and concisely any other material facts the opposing party contends are disputed. Each material fact contended by the opposing party to be disputed shall be followed by a reference to the supporting evidence. Failure to comply with this requirement of a separate statement may constitute a sufficient ground, in the Court’s discretion, for granting the motion.” (Code Civ. Proc., § 437c, subd. (b)(3).

“The Separate Statement in Opposition to Motion must be in the two-column format specified in (h).

“(1)      Each material fact claimed by the moving party to be undisputed must be set out verbatim on the left side of the page, below which must be set out the evidence said by the moving party to establish that fact, complete with the moving party’s references to exhibits.

“(2)      On the right side of the page, directly opposite the recitation of the moving party’s statement of material facts and supporting evidence, the response must unequivocally state whether that fact is ‘disputed’ or ‘undisputed.’ An opposing party who contends that a fact is disputed must state, on the right side of the page directly opposite the fact in dispute, the nature of the dispute and describe the evidence that supports the position that the fact is controverted. Citation to the evidence in support of the position that a fact is controverted must include reference to the exhibit, title, page, and line numbers.” (Cal. Rules of Court, rule 3.1350(f).)

Defendants’ separate statement does not state “disputed” or “undisputed” as to any fact. Instead, Defendants’ separate statement contains comments and, at times, citations to evidence. Nonetheless, because the evidence presented in support of and in opposition to this motion is straightforward, the Court will exercise its discretion to overlook the formatting problem here.

The Court also notes that KOV’s declarations fail to comply with formatting rules. “Documents must be consecutively paginated. The page numbering must begin with the first page and use only Arabic numerals (e.g., 1, 2, 3). The page number may be suppressed and need not appear on the first page.” (Cal. Rules of Court, rule 3.1110(c); accord, rule 2.109.) The pagination requirement includes pagination of exhibits. The purpose of this rule is, among other things, to facilitate citing and finding specific pages of a document. Citation to internal page numbers of documents requires the reader to first find the exhibit and then find the page in the exhibit, rather than finding the specific page in the first instance (as is simple in the case of electronic documents).

In all cases, counsel are reminded of their obligations to follow all of the applicable statutes and rules, including matters of formatting.

(2)       Diamond West Farming, Inc.

“A cause of action for breach of contract requires proof of the following elements: (1) existence of the contract; (2) Plaintiff’s performance or excuse for nonperformance; (3) Defendant’s breach; and (4) damages to Plaintiff as a result of the breach.” (CDF Firefighters v. Maldonado (2008) 158 Cal.App.4th 1226, 1239.)

With respect to Defendant DWF, KOV has presented evidence of the existence of the contract as the Note. The text of the Note is undisputed. On its face, the Note provides an agreement for the payment of money by DWF to KOV. KOV has presented evidence that the Note was signed on behalf of DWF. Defendants do not dispute that the Note was signed on behalf of KOV. (Sran decl., ¶ 4.)

KOV has also presented evidence of its performance by a loan to KOV. Defendants assert that this fact is disputed because there was no loan of money to DWF. (DSS, response to fact 1; Sran decl., 6.) At least with respect to DWF, there is no material dispute on this point. Defendants present evidence that the amount of money that constitutes the “loan” is an amount of money owing to DWF following the termination of an agricultural lease. (Sran decl., ¶¶ 4, 6.) Construing the evidence most favorably to the Defendants under the standard for summary judgment, the Note is reasonably be understood to provide a definite principal amount owing at the conclusion of the agricultural lease and payment terms for such amount owing. The undisputed facts therefore show both the existence of a contract with DWF for the payment of money and KOV’s performance under the contract.

KOV has presented evidence that DWF has defaulted on the Note by failing to make payments when due. Defendants do not dispute this point and present evidence showing that KOV is unable to make such payments. The undisputed evidence therefore shows that DWF has breached the contract and that KOV is damaged by such breach in the amount owing under the Note of $112,254.95.

KOV has met it initial burden on summary judgment to show that there is no defense as to its action against DWF. The burden shifts to DWF to demonstrate the existence of a triable issue of fact. As discussed above, the undisputed facts support each of the element of KOV’s action against DWF and DWF has not shown a triable issue of material fact. KOV is therefore entitled to judgment against DWF and the motion for summary judgment will be granted to that extent.

(3)       Sukhjivan Sran

A different analysis applies as to Defendant Sran because, whether or not KOV has met its initial burden as to Sran, there are triable issues of fact that preclude summary judgment. KOV asserts that Sran is liable as a maker of the Note to the same extent as DWF. KOV bases this assertion on its construction of the evidence that Sran signed the Note in his individual capacity. (Motion, at p. 3.) Sran, on the other hand, argues that he did not intend to sign the document as a promisor under the Note but only signed on behalf of DWF.

“ ‘ “An essential element of any contract is ‘consent.’ [Citations.] The ‘consent’ must be ‘mutual.’ [Citations.] ....” “ ‘The existence of mutual consent is determined by objective rather than subjective criteria, the test being what the outward manifestations of consent would lead a reasonable person to believe. [Citation.]’ ” ’ [Citations.] [¶] ‘The interpretation of the purported acceptance or rejection of an offer is a question of fact. [Citation.] ... [And] the test is what a reasonable person in the position of the parties would have thought it meant. [Citation.]’ [Citation.]” (Birdsall v. Helfet (2025) 113 Cal.App.5th 558, 569.)

KOV asserts that Sran’s signature at the end of the Note is clear and unambiguous in showing that Sran signed the Note in his individual capacity. From that assertion, KOV asserts that Sran’s subjective intention not to be bound individually is inadmissible and irrelevant.

Sran asserts that he signed the Note only on behalf of DWF and not individually. (Sran decl., ¶ 7.) “Where the signature as agent and not as a principal appears on the face of the contract, the principal is liable and not the agent.” (Lippert v. Bailey (1966) 241 Cal.App.2d 376, 382.)

Contrary to KOV’s assertion, the Note does not obviously support the interpretation that Sran signed the document in his individual capacity as a “Maker” of the Note. As quoted above, on its face, the Note defines the “Maker” collectively as DWF and Lakhy Sran (not Defendant Sran). While there is a handwritten alteration in the same sentence, that alteration changes only the date payment is to commence. There is no alteration—handwritten or otherwise—in the Note’s definition of “Maker.” On its face, then, the Note defines the Maker as including Lakhy Sran and not including (and thereby excluding) Defendant Sran. Under the terms of the Note, only the “Maker” owes the contractual duty of payment.

KOV relies solely upon the language of the signature block for the proposition that the Note unambiguously replaces Lakhy Sran with Defendant Sran as a “Maker.” However, the signature block, also quoted above, is at best ambiguous. The typed portions of the signature block have signature lines under two bolded-underscored headings for “Maker”: one for DWF and one for Lakhy “Swan”, presumably a typo for Lakhy Sran. The handwritten alterations in the signature block is only to strike out “Lakhy Swan” and print “Sukhy Sran”. But also significant is the fact that “Sukhy Sran” is printed (not signed) in the signature line under DWF and below the signature line under “Lakhy Swan”. Sukhy Sran signs (in the form of a signature as distinct from printing) only once on the lower signature line. Taking the signature block together, the stronger impression is that Defendant Sran signed only once as the authorized agent for DWF and not as an individual assuming liability as a Maker under the Note.

“The whole of a contract is to be taken together, so as to give effect to every part, if reasonably practicable, each clause helping to interpret the other.” (Civ. Code, § 1641.)

When the first paragraph of the Note is considered together with the signature block, the impression becomes stronger still. This construction of the text of the Note demonstrates that the Note is at least ambiguous when compared with the construction of the Note asserted against Defendant Sran. As such, the Note itself provides conflicting inferences which constitute a triable issue of fact precluding summary judgment. (See Code Civ. Proc., § 437c, subd. (c).)

Even assuming that the parol evidence rule would otherwise apply (see note below), the existence of the ambiguity would permit the Court to consider extrinsic evidence as to the parties’ intent. (Hewlett-Packard Co. v. Oracle Corp. (2021) 65 Cal.App.5th 506, 531; Code Civ. Proc., § 1856, subd. (g).) The evidence of intent presented with this motion is at least conflicting. Lyons declares that Defendant Sran executed the Note in his individual capacity making him personally liable under the Note. (Lyons decl., ¶ 4.) Sran declares that he signed the Note on behalf of DWF and did not intend to be personally obligated. (Sran decl., ¶ 6.) Sran further provides background to the transaction as arising out of the conclusion of the agricultural lease between KOV and DWF. (Sran decl., ¶ 4.) The evidence presented by Sran explains why Sran would have no reason to, and did not, sign the Note as an alteration of its terms to make Sran personally liable. This, too, demonstrates the existence of a triable issue of fact precluding summary judgment.

(Note: KOV argues that the parol evidence rule generally applies to the Note to preclude extrinsic evidence. The Note does not include an integration clause or other express provision to indicate that the Note is “intended by the parties as a final expression of their agreement with respect to the terms included therein” (See Code Civ. Proc., § 1856, subd. (a).) Considering Sran’s declaration testimony regarding the origination of Note as not being a loan of money in the sense of advancing cash but as documentation for repayment terms for DWF’s post-lease monetary obligations, the scope of the application of the parol evidence rule, if any, is itself subject to dispute.)

Based upon the foregoing, the Court concludes that Sran has met his burden to show the existence of triable issues of material fact. KOV’s motion for summary judgment will be denied as to Defendant Sran.