Ocean Avenue LLC v. County of L.A. ( 2014 )


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  • Filed 6/3/14; mod. & pub. orders 6/24/14 (see end of opn.)
    IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
    SECOND APPELLATE DISTRICT
    DIVISION TWO
    OCEAN AVENUE LLC,                                            B246499
    Plaintiff and Respondent,                            (Los Angeles County
    Super. Ct. No. BC462619)
    v.
    COUNTY OF LOS ANGELES,
    Defendant and Appellant.
    APPEAL from a judgment of the Superior Court of Los Angeles County.
    Joanne O’Donnell, Judge. Affirmed and remanded with directions.
    John F. Krattli, County Counsel and Albert Ramseyer, Principal Deputy County
    Counsel, for Defendant and Appellant.
    Ajalat, Polley, Ayoob & Matarese, Christopher J. Matarese, Richard J. Ayoob and
    Gregory R. Broege, for Plaintiff and Respondent.
    _________________________
    Raised herein is the following tax issue: Is there a Proposition 13 change in
    ownership of property held by a limited liability company when all of its membership
    interests are sold but no one person or entity obtains, directly or indirectly, more than a
    50 percent interest in the capital and profits? The answer is no. Accordingly, the trial
    court properly concluded that the Los Angeles County Assessor (Assessor) should not
    have reassessed Ocean Avenue LLP’s (Ocean Avenue) property as of July 7, 2006, and
    that Ocean Avenue was entitled to a judgment for a tax refund. The County of
    Los Angeles (County) urges us to uphold the reassessment on the theory that a single
    person obtained majority control of the capital and profits; an aborted sales contract
    entered into on July 7, 2006, triggered the doctrine of equitable conversion; the substance
    over form test applied in federal tax cases should be applied in California; and the
    existing tax legislation is unconstitutional because it conflicts with either the letter or
    spirit of Proposition 13. Due to a lack of evidence, supporting law, or both, these
    arguments lack traction. Consequently, we affirm the judgment.
    Ocean Avenue requests attorney fees on appeal pursuant to Revenue and Taxation
    Code section 5152.1 That matter is remanded to the trial court and deferred pending our
    resolution of the County’s currently stayed appeal in which it challenges the trial court’s
    award of section 5152 attorney fees below.
    FACTS
    Since 1999, the Fairmont Miramar Hotel (Hotel) has been owned by Ocean
    Avenue, an entity formed by Hotel Equity Fund VII, L.P. (Equity Fund). In March 2006,
    the Hotel was put up for sale. On July 7, 2006, Ocean Avenue entered into a contract
    (Initial Contract) to sell the Hotel to 101 Wilshire, LLC.2 On September 6, 2006, the
    parties signed a document in which they terminated the Initial Contract and related
    1
    All further statutory references are to the Revenue and Taxation Code unless
    otherwise indicated.
    2
    The County maintains that 101 Wilshire LLC was formed by MSD Capital LP
    (MSD Capital).
    2
    escrow. The same day, Equity Fund sold 100 percent of its membership/ownership
    interest in Ocean Avenue as follows: The Susan Lieberman Dell Separate Property Trust
    acquired a 49 percent interest; MSD Portfolio, L.P.—Investments (MSD Portfolio)
    acquired a 42.5 percent interest; and Miramar Hotel Investor, LLC (Hotel Investor LLC)
    acquired a 8.5 percent interest.
    Michael Dell directly owns 99 percent of MSD Portfolio. The other 1 percent is
    owned by MSD Capital. Because Michael Dell owns 99 percent of MSD Capital, he
    directly or indirectly owns 99.9 percent of MSD Portfolio.3 There is no dispute that
    Michael Dell effectively owns 42.5 percent of Ocean Avenue through MSD Portfolio.
    Hotel Investor LLC has four owners. They are Kingfish Investments V, LLC
    (Kingfish), Blue Fin Investments, LLC (Blue Fin), Michelangelo LLC (Michelangelo),
    and 645 Investments V, LLC (645 Investments). Blue Fin and Michelangelo each own a
    separate 36.5326 percent interest in Hotel Investor LLC. John Phelan owns a 66.67
    percent profits interest in Blue Fin and a 6.67 percent capital interest. With respect to
    Michelangelo, Glen Fuhrman (Fuhrman) holds the exact same interests. MSD Capital
    owns a 33.3 percent profits interest and a 93.3 percent capital interest in both Blue Fin
    and Michelangelo.4
    Melissa Sexton (Sexton), a staff member who worked for the Assessor,
    investigated and then analyzed whether the Hotel should be reassessed on the theory that
    one person had acquired more than a 50 percent ownership interest in Ocean Avenue
    such that there was a change in ownership for purposes of Proposition 13, the relevant tax
    3
    According to Ocean Avenue, Susan Lieberman Dell owns .000001 percent of
    MSD Portfolio.
    4
    The attorney for MSD Capital testified regarding his understanding of how
    Michelangelo’s net income would be distributed under its operating agreement. He said
    that capital investments would receive a preferred rate of return (1 to 1.5 percent interest
    on capital). Next, net income would be used to pay back investors for their capital
    contributions. Then, and only then, would the net income be split two-thirds for Fuhrman
    and one-third for MSD Capital. We presume that Blue Fin was set up in the same
    manner.
    3
    statutes (§§ 60, 64),5 and the relevant tax rules (Cal. Code. Regs., tit. 18, § 462.180).
    Using a multiply-through test, she concluded that Michael Dell had only a 47.82 percent
    interest, and no one had an interest that exceeded 50 percent.6 Nonetheless, the Assessor
    reassessed the Hotel.
    Ocean Avenue appealed to the Los Angeles County Assessment Appeals Board
    (Board). The Board concluded there was a change of ownership based on any of the
    following theories: Equity Fund transferred all of its ownership rights in the Hotel; the
    Initial Contract between Equity Fund and 101 Wilshire, LLC was enforceable, so the
    Hotel transferred on July 7, 2006, by equitable conversion; or, Michael Dell controlled
    more than 50 percent of the capital invested in the purchase, plus he had a right to profits,
    including a preferred rate of return. The Board upheld the reassessment, noting that the
    “revision of the original transaction . . . was only for the purpose of avoiding property tax
    reassessment. The real objective of the transaction was to transfer the Hotel’s ownership
    in its entirety.”
    Subsequently, Ocean Avenue filed a complaint for a tax refund of $314,680.95
    and alleged, inter alia, that because there had been no change in the Hotel’s ownership,
    the Hotel could not lawfully be reassessed. The trial court entered a judgment in favor of
    Ocean Avenue.
    This timely appeal followed.
    5
    Section 60 provides that a change in ownership means “a transfer of a present
    interest in real property, including the beneficial use thereof, the value of which is
    substantially equal to the value of the fee interest.” Under section 64, subdivision (a),
    however, the transfer of interests in legal entities, such as limited liability companies,
    “shall not be deemed to constitute a transfer of the real property of the legal entity.”
    Section 64, subdivision (c) creates an exception to subdivision (a) when one person or
    entity obtains a majority interest in the legal entity which owns real property. In that
    situation, there is a change in ownership. Section 64, subdivision (a) and (c) are
    implemented by the corresponding tax rules in the California Code of Regulations.
    (Cal. Code. Regs., tit. 18, § 462.180, subds. (c) & (d)(1)(B).)
    6
    Testimony from Sexton suggested that a second staff member also concluded that
    no one acquired more than a 50 percent interest.
    4
    After the trial, Ocean Avenue filed motion for attorney fees pursuant to section
    5152 and sought $252,118.75. Under that statute, a prevailing taxpayer can recover
    attorney fees if an assessor, believing a tax law is unconstitutional, acted contrary to the
    tax law without first seeking declaratory relief. The trial court noted that the “gist of [the
    County’s] position, both before the Board and in the court trial, was that the court should
    not apply Section 64[, subdivision] (a) because the scenario it protects—that seized upon
    by the Dells—is ‘too good to be true.’” To support this finding, the trial court quoted
    numerous statements by County witnesses. Then the trial court stated: “In short, [the
    County] advanced the Constitution and the ‘too good to be true’ doctrine as an alternative
    to following the plain language of the statute. While [the County] does not expressly
    charge that the statute and the rule are unconstitutional or invalid, its position is
    transparent. [The County] would not have urged the court to disregard the statute if it did
    not believe it was unconstitutional or otherwise invalid. Accordingly, [the County] was
    required to bring a declaratory relief action, not merely tax [Ocean Avenue] and force it
    to file suit. Because [the County] did not do so, [Ocean Avenue] is entitled to its
    attorney’s fees under [section 5152].”
    The trial court granted Ocean Avenue’s motion. The County appealed. That
    attorney fees appeal is stayed until we render an opinion resolving the appeal from the
    judgment.
    STANDARD OF REVIEW
    “The issue of whether, based on a set of undisputed facts, there has been a change
    in ownership for purposes of property tax assessment ‘is a question of law subject to this
    court’s independent de novo judicial review.’ [Citation.]” (Fashion Valley Mall, LLC v.
    County of San Diego (2009) 
    176 Cal.App.4th 871
    , 877.)
    5
    DISCUSSION
    I. Proposition 13; Binding Regulations.
    Proposition 13, adopted by California voters in 1978, added article XIIIA to our
    state Constitution and “limited the rate at which real property in this state may be taxed
    and the extent to which the assessed value of real property may be increased. As
    [provided], real property may be taxed at no more than 1 percent of its ‘full cash value,’
    with ‘full cash value’ defined to mean either the assessed value of that property in the
    1975–1976 tax year or the property’s value at the time of a subsequent ‘change in
    ownership,’ subject to an adjustment for inflation. [Citation.] Thus, real property
    generally is taxed based on its value at the time of acquisition, not its current value. The
    task of defining when there has been a change in ownership that triggers reassessment has
    been left largely to the Legislature. [Citation.]” (Holland v. Assessment Appeals Bd.
    No. 1 (2014) 
    58 Cal.4th 482
    , 485.)
    The State Board of Equalization has promulgated administrative regulations
    interpreting the change in ownership statutes. “Local assessors must follow these
    regulations.” (Industrial Indemnity Co. v. City and County of San Francisco (1990) 
    218 Cal.App.3d 999
    , 1006, citing Gov. Code, § 15606, subds. (c), (h).)
    II. The Applicable Property Tax Rule.
    Generally, the purchase of an ownership interest in a legal entity is not a change in
    ownership of the real property held by that entity. (Cal. Code. Regs., tit. 18, § 462.180,
    subd. (c).) But there are exceptions. One provides that there is a change of ownership in
    real property owned by a limited liability company “[w]hen any corporation, partnership,
    limited liability company, Massachusetts business trust or similar trust, other legal entity
    or any person: [¶] . . . [¶] (B) obtains through multi-tiering, reorganization, or any
    transfer direct or indirect ownership of more than 50 percent of the total interest in [the
    limited liability company’s] capital and more than 50 percent of the total interest in [its]
    profits[.]” (Cal. Code. Regs., tit. 18, § 462.180, subd. (d)(1)(B).)
    6
    III. The Change in Ownership Theory.
    The County contends that there was a change in ownership of the Hotel. As
    discussed below, we disagree.
    Exhibits submitted to the Board to support Ocean Avenue’s tax appeal reveal that
    Sexton and another staff person in the Assessor’s office applied a multiply-through test to
    conclude that Michael Dell acquired about a 48 percent interest in Ocean Avenue, and
    that no one person acquired more than 50 percent. Thus, the evidence submitted below
    established that Michael Dell’s indirect interests in the capital of Ocean Avenue did not
    exceed the 50 percent threshold. Moreover, there was no evidence that he owned an
    indirect interest in more than 50 percent of the profits. The County makes no attempt to
    debunk the multiply-through test applied by the Assessor’s staff. Nor does it provide and
    apply a different formula for calculating Michael Dell’s interests. Thus, California Code
    of Regulations, title 18, section 462.180, subdivision (d)(1)(B) has no application.
    According to the County, it “should be undisputed that Michael S. Dell has a
    majority interest in the capital of Ocean Avenue LLC.” As indicated by the numbers
    relied upon by the County, this argument fails. According to the County, Michael Dell
    owns 99.99 percent of the capital of MSD Portfolio, which owns 42.5 percent of Ocean
    Avenue. He owns 93.3333 percent of Blue Fin and Michelangelo, and those two entities,
    collectively, own 73.065 percent of Hotel Investor, which owns 8.5 percent of Ocean
    Avenue. The flaw in the County’s argument is that it never does the math. The multiply-
    through test reveals the following: Michael Dell’s capital interest in Ocean Avenue
    through MSD Portfolio is 42.49575 percent, which is the sum of .9999 x 42.5. His
    interest in Ocean Avenue through Hotel Investor is derived by multiplying .933333 by
    73.065, the sum of which is 68.194, and then by multiplying .68194 by 8.5, to reach
    5.79649 percent. When 42.49575 percent is added to 5.79649 percent, the total is
    48.29224 percent.7
    7
    Our calculations are similar to the calculations on the worksheets done by Sexton
    and another member of the Assessor’s staff. One worksheet containing rounded off
    numbers showed that because MSD Portfolio owned 42.5 percent of Ocean Avenue, and
    7
    In a convoluted argument, the County argues that Michael Dell controls a majority
    of the capital and profits of Blue Fin and Michelangelo, and that this somehow results in
    a majority interest in Ocean Avenue. But even supposing Michael Dell owned 100
    percent of Blue Fin and Michelangelo, it would not matter. Those two entities have a
    73.065 interest in Hotel Investor, which has an 8.5 percent interest in Ocean Avenue. If
    .73065 is multiplied by 8.5, the sum is 6.210525. When 6.210525 is added to 42.49575,
    the equation reveals a figure that is still less than a 50 percent interest in Ocean Avenue,
    i.e., a 48.706275 percent interest.
    IV. The Substance Over Form Theory.
    The County next argues that we should apply the substance over form doctrine set
    forth by the United States Supreme Court for analyzing federal tax issues (Frank Lyon
    Co. v. United States (1978) 
    435 U.S. 561
    , 573; Commissioner v. Court Holding Co.
    (1945) 
    324 U.S. 331
    , 334) and conclude that the economic reality of the underlying
    transactions was a sale of the Hotel. This argument lacks merit. First, this is a California
    property tax issue, not a federal income tax issue, which means that federal law is not
    controlling or even helpful. Second, the Board was bound by the property tax rules in the
    California Code of Regulations, so we cannot justify departing from those rules to uphold
    the Board’s decision. And third, the County failed to show that the sale of Ocean
    Avenue’s membership was the equivalent of a sale of the Hotel, i.e., an asset sale.
    Notably, general counsel for MSD Capital testified in front of the Board that a purchase
    of Ocean Avenue’s membership involved much more than a purchase of the Hotel. For
    example, it involved the acquisition of a pension liability as well as succession to liquor
    licenses and business permits.
    because Michael Dell owned 99 percent of MSD Portfolio, the formula for Michael
    Dell’s interest in Ocean Avenue through MSD Portfolio was this: .99 x 42.5 = 42.08.
    Multiplying Michael Dell’s interest through Michelangelo and Blue Fin, and then through
    Hotel Investor, the worksheet concluded that his interest was 5.736 percent. The
    worksheet added the sum of 42.08 percent and 5.736 percent to establish that Michael
    Dell’s interest in Ocean Avenue was 47.82 percent. Another worksheet, which contained
    more decimal fractions, concluded that Michael Dell’s direct and indirect interest in
    Ocean Avenue was 48.19068 percent.
    8
    V. The Equitable Conversion Theory.
    In the County’s view, the Hotel changed ownership on July 7, 2006, under section
    60, the day the Initial Contract was signed, based on equitable conversion. As we discuss
    below, this argument misses the mark.
    “An unconditional contract for the sale of land, of which specific performance
    would be decreed, grants the purchaser equitable title, and equity considers him the
    owner. [Citations.]” (Parr-Richmond Industrial Corp. v. Boyd (1954) 
    43 Cal.2d 157
    ,
    165 (Parr-Richmond) [no equitable conversion for property tax purposes because the
    seller did not have merchantable title and the sale contract was not subject to specific
    enforcement at the time of assessment].) Regardless of the foregoing rule, equitable
    conversion “may or may not be absolute. Whether it is, or not, will depend upon whether
    the terms of the contract of sale are subsequently complied with.” (In re Estate of Dwyer
    (1911) 
    159 Cal. 664
    , 675.) And, in any event, “there is no equitable conversion where
    the contracting parties demonstrate an intention to the contrary. [Citations.]” (Parr-
    Richmond, supra, at p. 166.) Further, the doctrine will not be invoked when “it would
    compel an inequitable result[.]” (13 Witkin, Summary of Cal. Law (10th ed. 2005)
    Equity, § 174, p. 502.)
    Here, there was no equitable conversion because the contractual terms were never
    satisfied, and the parties demonstrated an intention contrary to equitable conversion when
    they terminated the Initial Contract.
    But even if there was equitable conversion on July 7, 2006, there was no change in
    ownership. For section 60 to trigger a reassessment, there must be a present interest, a
    transfer of the property’s beneficial use, and the value of the interest transferred must be
    substantially equal to the value of the fee interest. (Reilly v. City and County of
    San Francisco (2006) 
    142 Cal.App.4th 480
    , 492–496 (Reilly).) As discussed below, this
    three-prong test cannot be satisfied.
    On July 7, 2006, any interest obtained by 101 Wilshire, LLC was contingent
    because the sale contained conditions precedent, such as payment of the purchase price.
    Also, 101 Wilshire, LLC was not obligated to purchase the Hotel unless Ocean Avenue
    9
    delivered various documents, books and records, keys and other items. The Reilly court
    explained that “the ‘present interest’ requirement [was] an attempt to avoid treating
    contingent . . . transfers as changes in ownership[.]” (Reilly, supra, 142 Cal.App.4th at
    p. 492, citing the Report of the Task Force on Property Tax Administration.) In light of
    the foregoing, we conclude that on July 7, 2006, 101 Wilshire, LLC’s interest, if any, was
    not a present interest under section 60.
    Nor was there a transfer of beneficial use because, under the Initial Contract,
    Ocean Avenue was entitled to all revenue and responsible for all expenses pertaining to
    the Hotel until the date of closing. As explained by Reilly, “The receipt of income
    generated by property qualifies as a ‘beneficial use’ of the property[.]” (Reilly, supra,
    142 Cal.App.4th at p. 495.) Moreover, there is no dispute that Ocean Avenue retained
    legal title. Evidence Code section 662 provides: “The owner of the legal title to property
    is presumed to be the owner of the full beneficial title. This presumption may be rebutted
    only by clear and convincing proof.” When analyzing whether there has been a change in
    ownership under section 60, courts have applied this rule. (Pacific Southwest Realty Co.
    v. County of Los Angeles (1991) 
    1 Cal.4th 155
    , 164.) The County makes no attempt to
    rebut the presumption.
    Finally, the County adverts to no evidence that the value of what 101 Wilshire
    LLC received on July 7, 2006, was substantially equal to the value of the fee interest. In
    particular, the County fails to point to any testimony or documents in which
    101 Wilshire, LLC’s contingent interest was assigned a value and found to substantially
    compare to the value of a fee interest.
    VI. The Constitutional Theory.
    The County argues that Proposition 13 should control our analysis, not the
    Revenue and Taxation Code or the tax rules in the regulations. Further, it argues that any
    legislation that is inconsistent with Proposition 13 is unconstitutional. There are a variety
    of infirmities with these arguments. First, the Board was bound by the tax rules, and it
    therefore erred when it did not follow them. Second, Proposition 13 did not define
    change in ownership, so it does not contradict the definitions of change in ownership in
    10
    section 64 and the tax rules in California Code of Regulations, title 18, section 462.180.
    Third, the Assessor was not permitted to reassess the Hotel on the theory that the
    legislation is unconstitutional without first prevailing in a declaratory relief action on that
    issue.8
    VII. Attorney Fees.
    Section 5152 provides in part: “In an action in which the recovery of taxes is
    allowed by the court, if the court finds that the void assessment or void portion of the
    assessment was made in violation of a specific provision of the Constitution of the State
    of California, of this division, or of a rule or regulation of the board, and the assessor
    should have followed the procedures set forth in Section 538 in lieu of making the
    assessment, the plaintiff shall be entitled to reasonable attorneys’ fees as costs in addition
    to the other allowable costs.” Before awarding attorney fees, a trial court must make a
    factual finding that a flawed assessment was based on the Assessor’s belief that a tax law
    was unconstitutional rather than a misunderstanding of the law. (Phillips Petroleum Co.
    v. County of Lake (1993) 
    15 Cal.App.4th 180
    , 197–198 [“Section[s] 5152 and 538 require
    a cognitive decision on the part of the assessor that a particular provision, rule or
    regulation is unconstitutional or invalid either on its face or as applied to the
    circumstances in the case”].)
    8
    In relevant part, section 538, subdivision (a) provides: “If the assessor believes
    that a specific provision of the Constitution of the State of California, of this division, or
    of a rule or regulation of the [State Board of Equalization] is unconstitutional or invalid,
    and as a result thereof concludes that property should be assessed in a manner contrary to
    such provision, . . . the assessor shall, in lieu of making such an assessment, bring an
    action for declaratory relief against the board under Section 1060 of the Code of Civil
    Procedure.” In addition, the California Constitution, article III, section 3.5 provides, in
    relevant part: “An administrative agency, including an administrative agency created by
    the Constitution or an initiative statute, has no power: [¶] (a) To declare a statute
    unenforceable, or refuse to enforce a statute, on the basis of it being unconstitutional
    unless an appellate court has made a determination that such statute is unconstitutional;
    [¶] (b) To declare a statute unconstitutional[.]”
    11
    Ocean Avenue requests attorney fees on appeal because the Assessor failed to
    comply with section 538 before reassessing the Hotel. We conclude that this matter must
    be deferred until after we decide the County’s related appeal challenging the award of
    section 5152 attorney fees below.
    DISPOSITION
    We affirm the judgment. Regarding Ocean Avenue’s request for section 5152
    attorney fees on appeal, that matter is remanded to the trial court and deferred pending
    our resolution of the County’s appeal of the award of section 5152 attorney fees below.
    Ocean Avenue is entitled to its costs on appeal.
    __________________________, J.
    ASHMANN-GERST
    We concur:
    _____________________________, P. J.
    BOREN
    ______________________________, J.*
    FERNS
    *
    Judge of the Los Angeles Superior Court, assigned by the Chief Justice pursuant to
    article VI, section 6 of the California Constitution.
    12
    Filed 6/24/14
    CERTIFIED FOR PUBLICATION
    IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
    SECOND APPELLATE DISTRICT
    DIVISION TWO
    OCEAN AVENUE LLC,                                      B246499
    Plaintiff and Respondent,                      (Los Angeles County
    Super. Ct. No. BC462619)
    v.
    ORDER MODIFYING OPINION
    COUNTY OF LOS ANGELES,                                AND DENYING PETITION FOR
    REHEARING
    Defendant and Appellant.
    [NO CHANGE IN JUDGMENT]
    THE COURT:*
    It is ordered that the opinion filed herein on June 3, 2014, be modified as follows:
    1.        On page 5, the first sentence of the first full paragraph, beginning “After the
    trial” is deleted and the following sentence is inserted in its place:
    After the trial, Ocean Avenue filed a motion for attorney fees pursuant to
    section 5152.
    *
    BOREN, P. J., ASHMANN-GERST, J., FERNS, J.†
    †       Judge of the Los Angeles Superior Court, assigned by the Chief Justice pursuant to
    article VI, section 6 of the California Constitution.
    2.     On page 5, the first sentence of the second full paragraph, beginning “The
    trial court granted” is deleted and the following sentence is inserted in its place:
    The trial court granted Ocean Avenue $252,118.75 in attorney fees.
    3.     On page 8, the last full paragraph, beginning “The County next argues” is
    deleted and the following paragraph is inserted in its place:
    The County next argues that we should apply the substance over form
    doctrine set forth by the United States Supreme Court for analyzing federal
    tax issues (Frank Lyon Co. v. United States (1978) 
    435 U.S. 561
    , 573;
    Commissioner v. Court Holding Co. (1945) 
    324 U.S. 331
    , 334) and
    conclude that the economic reality of the underlying transactions was a sale
    of the Hotel. This argument lacks merit. First, this is a California property
    tax issue, not a federal income tax issue, which means that federal law is not
    controlling or even helpful. Second, the Board was bound by the property
    tax rules in the California Code of Regulations, so we cannot justify
    departing from those rules to uphold the Board’s decision.
    There is no change in the judgment.
    Appellant’s Petition for Rehearing is denied.
    2
    Filed 6/24/14
    CERTIFIED FOR PUBLICATION
    IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
    SECOND APPELLATE DISTRICT
    DIVISION TWO
    OCEAN AVENUE LLC,                                  B246499
    Plaintiff and Respondent,                  (Los Angeles County
    Super. Ct. No. BC462619)
    v.
    ORDER CERTIFYING OPINION
    COUNTY OF LOS ANGELES,                             FOR PUBLICATION
    Defendant and Appellant.
    THE COURT:*
    The opinion in the above-entitled matter filed on June 3, 2014, was not certified
    for publication in the Official Reports.
    For good cause it now appears that the opinion should be published in the Official
    Reports and it is so ordered.
    *
    BOREN, P. J., ASHMANN-GERST, J., FERNS, J.†
    †       Judge of the Los Angeles Superior Court, assigned by the Chief Justice pursuant to
    article VI, section 6 of the California Constitution.
    

Document Info

Docket Number: B246499

Filed Date: 6/24/2014

Precedential Status: Precedential

Modified Date: 10/30/2014