Catherine Cash v. Hope Ranch Park Homes Association

Case Number

25CV05882

Case Type

Hearing Date / Time

Wed, 12/03/2025 - 10:00

Nature of Proceedings

Plaintiff’s Motion for Preliminary Injunction

Tentative Ruling

For Plaintiff Catherine Cash: Julie Z. Kimball, Ernest J. Guadiana, Elkins Kalt Weintraub Reuben Gartside LLP

For Defendant Hope Ranch Park Homes Association: Matt D. Ober, Jonathan R. Davis, Richardson Ober

RULING

For all reasons discussed herein, the motion of Plaintiff Catherin Cash for a preliminary injunction is granted, in part, to enjoin Defendant Hope Ranch Park Homes Association from taking action on any item of business outside of a board meeting, and to require Defendant to allow Plaintiff to inspect and copy records of any meeting of the “Executive Committee” as further discussed herein. Except as herein granted, the motion is denied in all other respects. On or before December 8, 2025, Plaintiff shall serve and present for the Court’s review and signature, a proposed order that conforms to the Court’s ruling herein.

Background

On September 19, 2025, Plaintiff Catherine Cash (Cash) filed a complaint against Defendant Hope Ranch Park Homes Association (the Association), alleging one cause of action for violation of the Davis-Stirling Common Interest Development Act (Davis-Stirling), codified as Civil Code section 4000 et seq. The claims alleged in the complaint arise from the establishment and operation of an executive committee (the Executive Committee) by the board of directors (the Board) of the Association, which Cash alleges was created for the sole purpose of excluding Cash and another director from meetings of the Board based on allegations by four directors of a breach of confidentiality by Cash. (Compl., ¶¶ 5-6, 18-19, 21-22 & 39.) The complaint alleges that, as a result of the exclusion of Cash from meetings of the Executive Committee, Cash has lost the opportunity to participate in meetings of the Board and to fulfill her duties as a director. (Compl., ¶ 42.)

On November 7, 2025, the Association filed its answer to the complaint, generally denying its allegations and asserting affirmative defenses.

The motion of Cash for a preliminary injunction:

On September 24, 2025, Cash filed a motion for a preliminary injunction: (1) restraining the Association from excluding Cash from meetings and decisions of the Board (Injunction Order 1); (2) prohibiting the Association from failing to provide Cash and all members and directors with timely notice of all Board meetings (Injunction Order 2); (3) prohibiting the Association from excluding Cash from full participation in meetings, deliberations, and votes (Injunction Order 3); (4) prohibiting the Association from participating in the Executive Committee comprised of five members of the Board (Injunction Order 4); (5) ordering the Association to provide Cash with access to all meeting materials and records including those of the Executive Committee (Injunction Order 5); and (6) ordering the Association to unwind any actions taken without timely notice and full participation of all members and directors (Injunction Order 6). (See Notice at p. 2, ll. 4-20.)

In support of the motion Cash submits their declaration and a declaration by Cash’s counsel, Ernest J. Guadiana (Guadiana).

The motion is opposed by the Association. In support of that opposition, the Association submits a declaration of Liza Kirkbride (Kirkbride), who is employed by the Association as an Executive Assistant. (Kirkbride Decl., ¶ 2.) Kirkbride’s duties as an Executive Assistant include assisting with the management of the Association and the day-to-day operations of the community on behalf of the Association, and handling the regularly kept business records of the Association, including the minutes of the meetings of its Board. (Ibid.)

Information and evidence appearing in the declarations of Cash, Guadiana, and Kirkbride, and the arguments advanced by Cash and the Association in their respective moving and opposing papers, show that the following matters are not disputed or reasonably disputed by the parties:

The Association is an “[a]ssociation” as that term is defined in section 4080 of Davis-Stirling, whose members comprise the owners of property in a common interest development known as Hope Ranch, which is a “planned development” as that term is defined in section 4175. (Cash Decl., ¶ 2; Motion at p. 7, ll. 3-7; Opp. at p. 4, ll. 22-24.) The Association is responsible for maintaining common areas and amenities of Hope Ranch, and is governed by Davis-Stirling and the terms and conditions of a set of governing documents which include Covenants, Conditions and Restrictions (the CC&Rs), “Bylaws”, “Rules”, and “Building Guidelines”, copies of which are included with the Cash declaration. (Cash Decl., ¶ 3 & Exhs. A-D; Motion at p. 7, ll. 8-14; Opp. at p. 5, l. 23-p. 6, l. 6.)

Pursuant to the Bylaws, the members of the Association elect seven directors to the Board, who each serve for a two year term. (Cash Decl., ¶ 4; Motion at p. 7, ll. 15-16; Opp. at p. 6, ll. 6-8.) The Bylaws further provide that a “majority of the authorized number of [d]irectors shall constitute a quorum of the Board for the transaction of business.” (Motion at p. 7, ll. 16-17; Cash Decl., Exh. B [Bylaws] at p. 7, ¶ 5.03; see also Opp. at p. 8, ll. 3-6 [general discussion of the presence of a quorum at a Board meeting].)

Cash was elected to the Board on February 25, 2025. (Cash Decl., ¶ 4; Kirkbride Decl., ¶ 3.) The Board became operational in March 2025, and as of March 2025, the directors of the Board include Cash, Adrienne Schuele (Schuele), Tim Casey (Casey), Robert Coles (Coles), Charles Kimbell (Kimbell), Laurie Kurilla (Kurilla), and Suzanne Reuter (Reuter), who have each participated in multiple executive sessions and open meetings. (Kirkbride Decl., ¶ 3.) Due to the confidentiality of matters discussed in executive session Board meetings, executive session meeting minutes are not provided to members of the Association, who instead are provided with notice of those meetings and an agenda. (Kirkbride Decl., ¶ 4.)

At meetings of the Board held on July 18 and August 1, 2025, Cash and Schuele were accused by certain directors of a breach of confidentiality of matters discussed during “executive session” meetings. (Cash Decl., ¶ 5; Opp. at p. 7, l. 23-p. 8, l. 2.) During an open session meeting held on August 12, 2025, (the August 12 Meeting), at which all seven members of the Board were present, Kurilla made a motion (the Kurilla Motion) for the creation of the Executive Committee which would include directors Casey, Coles, Kimbell, Kurilla, and Reuter only, and which would be empowered to act on behalf of the Board for “(1) personnel and staffing matters, including employment decisions, evaluations, and disciplinary actions and (2) current, pending, or potential legal matters involving litigation, legal counsel, and privileged communications.” (Cash Decl., ¶¶ 6-7 & Exh. E [redacted copy of meeting minutes]; Kirkbride Decl., ¶¶ 5-6 & Exhs. A [Kurilla Motion] & B [meeting minutes].) The Kurilla Motion further provided that the Executive Committee would report any formal acts to the Board, and that all meetings of the Executive Committee would be held in accordance with Davis-Stirling. (Cash Decl., Exh. E at pp. 4-5; Kirkbride Decl., ¶ 6 & Exh. B.)

At the August 12 Meeting, director Reuter seconded the Kurilla Motion and, upon a vote of the Board, the Kurilla Motion passed four to three as reflected in the minutes (the Meeting Minutes) of the August 12 Meeting. (Cash Decl., 6 & Exh. E, pp. 4-5; Kirkbride Decl., ¶ 7 & Exh. B [agenda and Meeting Minutes].) A “Board Resolution No. 2025-0812” also passed on August 12, 2025. (Kirkbride Decl., ¶ 7 & Exhs. B [Meeting Minutes showing Cash opposed motion to approve resolution which passed four to three] & C [resolution].) The Meeting Minutes, which also reflect that the Kurilla Motion was made pursuant to Corporations Code section 7212, were approved by the Board at a meeting held on September 9, 2025 (the September 9 Meeting). (Cash Decl., ¶ 6; Kirkbride Decl., Exh. D [minutes of September 9 meeting], ¶ 5.)

Cash remains an active member and director, and has participated in open session meetings, of the Board since the August 12 Meeting, including the September 9 Meeting. (Cash Decl., ¶ 10 [discussing matters submitted at the September 9 Meeting]; Kirkbride Decl., ¶ 8 & Exh. D [minutes of September 9 Meeting].) Cash was notified of, but not permitted to attend, an Executive Committee meeting on September 23, 2025. (Cash Decl., ¶ 11; see also Kirkbride Decl., ¶ 8 [identifying meetings in which Cash participated].)

The Executive Committee has met and acted on behalf of the Association with respect to Hope Ranch. (Cash Decl., ¶ 8; Guadiana Decl., ¶ 4; see also Motion at p. 11, ll. 24-25 & p. 15, ll. 18-20 [describing the role of the Executive Committee].) Cash has demanded that the Association terminate the Executive Committee but the Association refused. (Cash Decl., ¶ 9; see also Guadiana Decl., ¶¶ 2-4 & Exhs. A-B [discussing “litigation hold” letter to and phone call with counsel for the Association regarding mediation, Cash’s request that the Executive Committee meetings be suspended, and confirmation by the Association that the Executive Committee would continue to operate].)

The above is not intended to be an exhaustive summary of the evidence and information submitted by the parties. The Court considers all relevant and admissible evidence to determine the motion.

Analysis

“As its name suggests, a preliminary injunction is an order that is sought by a Plaintiff prior to a full adjudication of the merits of its claim. [Citation.] To obtain a preliminary injunction, a Plaintiff ordinarily is required to present evidence of the irreparable injury or interim harm that it will suffer if an injunction is not issued pending an adjudication of the merits.

“Past California decisions further establish that, as a general matter, the question whether a preliminary injunction should be granted involves two interrelated factors: (1) the likelihood that the Plaintiff will prevail on the merits, and (2) the relative balance of harms that is likely to result from the granting or denial of interim injunctive relief.... ‘The ultimate goal of any test to be used in deciding whether a preliminary injunction should issue is to minimize the harm which an erroneous interim decision may cause. [Citation.]’ [Citation.]” (White v. Davis (2003) 30 Cal.4th 528, 554, original italics.)

“[T]he burden [is] on [Cash], as the part[y] seeking injunctive relief, to show all elements necessary to support issuance of a preliminary injunction.” (O’Connell v. Superior Court (2006) 141 Cal.App.4th 1452, 1481.)

Injunction Order 1, Injunction Order 2, and Injunction Order 3:

“A preliminary injunction is proper only if there is a substantial basis to suppose that the Defendant, if not restrained, will actually engage in the conduct sought to be enjoined. Such an injunction ‘cannot issue in a vacuum based on the proponents’ fears about something that may happen in the future. It must be supported by actual evidence that there is a realistic prospect that the party enjoined intends to engage in the prohibited activity.’ [Citations.]” (Epstein v. Superior Court (2011) 193 Cal.App.4th 1405, 1410 (Epstein).)

On their face, Injunction Order 1, Injunction Order 2, and Injunction Order 3, which is effectively the same as Injunction Order 1, seek to prohibit or restrain the Association, generally, from excluding Cash from all meetings and decisions of the Board, and from withholding timely notice of Board meetings. Though Injunction Order 1, Injunction Order 2, and Injunction Order 3 are not expressly limited to meetings of the Executive Committee, wholly absent from the motion is any evidence or information showing that the Association actually intends to exclude Cash from open session Board meetings or decisions in general, to withhold notice of those meetings from Cash, or to prevent Cash from accessing materials and records of those meetings. Instead, the undisputed available evidence and information shows that Cash remains an active member of the Board who continues to participate in open session meetings, and that the Association provides Cash with notice of those meetings. (See, e.g., Kirkbride Decl., ¶¶ 4 & 8.)

For all reasons discussed above, absent information or evidence sufficient to show a realistic prospect that the Association intends to generally exclude Cash from all open session Board meetings or decisions, to withhold from Cash timely notice of these meetings, or to prevent Cash from accessing materials and records of these meetings, Cash has failed to meet their burden to show the elements necessary to support the issuance of Injunction Order 1, Injunction Order 2, and Injunction Order 3. (Epstein, supra, 193 Cal.App.4th at p. 1410.) For these reasons, the Court will deny the motion as to Injunction Order 1, Injunction Order 2, Injunction Order 3, as stated in the notice of the present motion.

In addition, to the extent Injunction Order 5 further discussed below requests the issuance of an injunction requiring the Association to provide Cash with access to materials and records of open session meetings of the Board generally, apart from meetings of the Executive Committee, the Court will, for the same reasons discussed above, also deny the motion, in part and as to any such request.

Injunction Order 4 and Injunction Order 5:

Noted above, Injunction Order 4 and Injunction Order 5 request, respectively, the issuance of injunctions prohibiting the Association from participating in the Executive Committee, and requiring the Association to provide Cash with access to materials and records of Executive Committee meetings.

As to Injunction Order 4, Cash contends that Civil Code section 4910 prohibits the Board from acting on any items of business outside of a meeting of the Board, and that the creation of the Executive Committee comprised of 5 of the 7 directors violates the Common Interest Development Open Meeting Act (the Open Meeting Act), codified as Civil Code section 4900 et seq. For these reasons, Cash contends, Cash has the right as a director, pursuant to the Bylaws, Davis-Stirling, and the Open Meeting Act, to attend all meetings of the Executive Committee.

The Association contends that, because Corporations Code section 7212 authorizes the Board to establish the Executive Committee, actions taken by the Executive Committee are exempted under the Open Meeting Act. For these reasons, the Association argues, the Open Meeting Act does not require the meetings of the Executive Committee to be open for Cash’s attendance.

Civil Code section 4910 provides that the Board “shall not take action on any item of business outside of a board meeting.” (Civ. Code, § 4910, subd. (a).) An “ ‘[i]tem of business’ means any action within the authority of the board, except those actions that the board has validly delegated to any other person or persons, managing agent, officer of the association, or committee of the board comprising less than a quorum of the board.” (Civ. Code, § 4155.)

Noted above, the Bylaws of the Association expressly state that a majority of the authorized number of directors, of which there are seven, constitutes a quorum of the Board. The undisputed record shows that the Executive Committee includes 5 of the 7 directors of the Board. The Association presents no reasoned argument showing why the Executive Committee is not comprised of a majority of the authorized number of directors, or a quorum of the Board. The Association also fails to explain why the Executive Committee comprises less than a quorum of the board for the purpose of the exception set forth in Civil Code section 4155.

For all reasons discussed above, and notwithstanding whether Corporations Code section 7212 authorizes the creation of the Executive Committee, the undisputed available evidence and information shows that the Executive Committee is not comprised of less than a quorum of the Board. For these and all further reasons set forth above, and as the available information and evidence shows that the exception set forth in Civil Code section 4155 does not apply under the circumstances present here, Cash has met their burden to show that there exists a likelihood that Cash will prevail on the merits of the claim that the Board may not act on any item of business outside of a meeting pursuant to Civil Code section 4910, and that the Board has not complied with the Open Meeting Act in regard to the Executive Committee meetings.

As to Injunction Order 5, the undisputed record shows that Cash continues to serve as a director of the Board. Corporations Code section 6334 provides that “[e]very director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation of which such person is a director.” (Corp. Code, § 6334.) Moreover, the Bylaws expressly provide that “[e]very [d]irector of the Association shall have the absolute right to inspect any and all books, papers, records and documents of the Association and all property owned or controlled by the Association at any reasonable time for any purpose reasonably related to the affairs of the Association.” (Cash Decl., Exh. B at p. 17, ¶ 7.07(b).)

For all reasons discussed above, Cash has also made a sufficient showing of a likelihood of success on the merits of the claim that Cash is entitled to access all meeting materials and records of the Executive Committee meetings.

Cash must also meet their burden to show that the balance of harms weighs in favor of issuing Injunction Order 4 and Injunction Order 5. (Cohen v. Board of Supervisors (1985) 40 Cal.3d 277, 286-288 [the Court must determine both factors when granting or denying a preliminary injunction].)The Court’s determination of whether to grant a preliminary injunction “must be guided by a ‘mix’ of the potential-merit and interim-harm factors; the greater the Plaintiff’s showing on one, the less must be shown on the other to support an injunction.” (Butt v. State of California (1992) 4 Cal.4th 668, 678.)

As a director of the Board, Cash owes a fiduciary duty to the Association which include “ ‘proper governance’ of the [B]oard.... [Citations].)” (Choi v. Orange County Great Park Corp. (2009) 175 Cal.App.4th 524, 531 (Choi).) The Association does not dispute that the Executive Committee is empowered to act on behalf of the Board. (See Opp. at p. 8, ll. 10-14.) As further discussed above, the Open Meeting Act prohibits the Board from acting on any “item of business” outside of a board meeting. As the available evidence and information also shows that the Executive Committee is not comprised of a less than a quorum of the Board for purposes of the exception provided in Civil Code section 4155, the Association has, as further discussed above, failed to show why Cash may be excluded from meetings of a committee which purports to act on behalf of the Board.

Furthermore, and considering Cash’s fiduciary relationship to the Association, “the unqualified right of inspection accorded [Cash] by the statute ... is manifestly in aid of such principle.” (Hartman v. Hollingsworth (1967) 255 Cal.App.2d 579, 581-582, superseded by statute on another ground as stated in Penasquitos, Inc. v. Superior Court (1991) 53 Cal.3d 1180, 1184.) For these reasons, Injunction Order 5 “serve[s] to enforce [Cash’s] absolute inspection rights” as a director of the Association, “granted to [Cash] by both [the Association’s] bylaws and the Corporations Code.” (Choi, supra, 175 Cal.App.4th at pp. 531-532.) Permitting Cash to access the materials and records of the Executive Committee meetings “achieve[s] the policy set out in Corporations Code section 6334, a fundamental legislative goal....” (Id. at p. 532.)

For all reasons discussed above, as Cash owes fiduciary duties to the members of the Association and has an absolute right to inspect the materials and records of the Association, were the Court to deny Injunction Order 4 and Injunction Order 5, Cash is likely to sustain irreparable interim harm which cannot be adequately compensated, if at all, by the payment of damages. (Tahoe Keys Property Owners’ Assn. v. State Water Resources Control Bd. (1994) 23 Cal.App.4th 1459, 1471.)

Furthermore, the vague and conclusory assertions by the Association of a purported breach of confidentiality by Cash and the confidential nature of matters discussed in executive session meetings (see Opp. at p. 7, fn. 3), are insufficient to show why these matters otherwise authorize the Board to act outside of a board meeting, or to override Cash’s absolute right to inspect materials and records of Executive Committee meetings. Though the Association states that it is prepared to further elaborate on the confidentiality issues “with leave of Court to file certain documents and declarations under seal...” (ibid.), the Association fails to explain why it failed to lodge any supporting material, and file an appropriate motion to seal that material, concurrently with the Association’s opposition to the present motion.

For all reasons discussed above, the present record is sufficient to show that Cash is likely to suffer greater injury from the denial of Injunction Order 4 and Injunction Order 5 than the Association is likely to suffer if these injunction orders were granted. Considering that the available evidence and information also shows that the exception set forth in Civil Code section 4155 does not apply here, and that Cash has a present right to inspect all books, records, and documents of the Association, the record is also sufficient to show that, if the Court were to grant the motion as to Injunction Order 4 and Injunction Order 5, the appropriate status quo would be maintained. (Abrams v. St. John’s Hospital & Health Center (1994) 25 Cal.App.4th 628, 636.) As Cash has shown a possibility of prevailing on the merits of the claims further discussed above, and as the balance of the harms and relative hardships the parties would suffer weighs in favor of granting the requests for the issuance of Injunction Order 4 and Injunction Order 5, the Court will grant the motion as to these injunction orders, in part.

As to Injunction Order 4, the Court will, pending trial, enjoin the Association from taking action on any item of business outside of a board meeting. As to Injunction Order 5, the Court will, pending trial, require the Association to permit Cash to, at a reasonable time, inspect and copy the records of any meeting of the Executive Committee.

Injunction Order 6:

Noted above, Injunction Order 6 requests the issuance of an injunction unwinding any actions taken by the Board without timely notice and full participation of all members and directors.

Vague and overbroad injunctions are generally improper. (Evans v. Evans (2008) 162 Cal.App.4th 1157, 1169 [general discussion].) “[J]udicial abstention may be appropriate in cases where ‘granting injunctive relief would be unnecessarily burdensome for the trial Court to monitor and enforce given the availability of more effective means of redress.’ [Citation.]” (Arce v. Kaiser Foundation Health Plan, Inc. (2010) 181 Cal.App.4th 471, 496.)

Though Cash has met their burden to show why Injunction Order 4 and Injunction Order 5 should issue, wholly absent from the motion is any evidence or information to show what, if any, actions were taken by the Board without timely notice or full participation of all members or directors, or when these actions were taken, among other things. For this reason, Injunction Order 6 as stated is impermissibly vague.

Cash also submits new matters in their reply (specifically, the Cash reply declaration with exhibits A through D) which were not included in the moving papers. As to Injunction Order 6, Cash offers new information purporting to show those matters or issues which Cash contends the Executive Committee has been considering in regard to the hiring of a new general manager and an easement agreement, and the number of times the Executive Committee has met or will meet in the future. (Cash Reply Decl., ¶¶ 8-10.)

“The general rule of motion practice, which applies here, is that new evidence is not permitted with reply papers.” (Jay v. Mahaffey (2013) 218 Cal.App.4th 1522, 1537.) Declarations submitted with a reply should not address the substantive issues in the first instance but should only fill gaps in the evidence created by the opposition. (Id. at 1538.)

The additional evidence offered by Cash described above appears intended to shore up the idea that the Executive Committee has acted without timely notice or participation of all members or directors, which constitute gaps in the original evidence presented by Cash and not those created by the opposition. For these reasons, the new matters are disregarded. (San Diego Watercrafts, Inc. v. Wells Fargo Bank, N.A. (2002) 102 Cal.App.4th 308, 316 [“due process requires a party be fully advised of the issues to be addressed and be given adequate notice of what facts it must rebut in order to prevail”].)

For all reasons discussed above, the Court will deny the motion as to Injunction Order 6.