Ruby’s Laguna Assocs. v. Ruby’s Diner
In its demurrer, defendant and respondent Ruby’s Diner, Inc. (Ruby’s Diner) claimed Doug DeCinces (DeCinces) was not the proper plaintiff with respect to the cause of action for breach of a right of first refusal, inasmuch as he was not a party to the agreement that contained the right of first refusal and that identified Ruby’s Laguna Associates, Ltd. (Laguna Associates) as the holder of the right. The court sustained the demurrer. So, the plaintiffs amended the complaint to state that Laguna Associates was the plaintiff pursuing that cause of action. Ruby’s Diner then filed a motion for summary judgment, contending that Laguna Associates was not the proper plaintiff, DeCinces was, because he was the holder of the right of first refusal. The court granted summary judgment, leaving no plaintiff to pursue the second cause of action.
In reviewing the summary judgment, we first conclude that Laguna Associates succeeded in raising a triable issue of material fact as to whether it was indeed the proper plaintiff. This notwithstanding, we also conclude that no trial will be necessary on the identity of the proper plaintiff, on remand. We apply the doctrine of judicial estoppel to bar Ruby’s Diner from claiming that Laguna Associates is not the proper plaintiff with respect to the second cause of action. We reverse the summary judgment in favor of Ruby’s Diner, together with the award of attorney fees in its favor, and remand.
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