Golden Eagle Land Inv., L.P. v. Rancho Santa Fe Ass'n

19 Cal.App.5th 399

227 Cal.Rptr.3d 903

GOLDEN EAGLE LAND INVESTMENT, L.P., et al., Plaintiffs and Appellants,

v.RANCHO SANTA FE ASSOCIATION, Defendant, Respondent and Appellant.

D069872

Court of Appeal, Fourth District, Division 1, California.

Filed January 12, 2018

Niddrie Addams Fuller, David A. Niddrie, John S. Addams ; Wingert Grebing Brubaker & Juskie, Alan K. Brubaker and Andrew A. Servais, San Diego, for Plaintiffs and Appellants.

Epsten Grinnell & Howell, Anne L. Rauch and William S. Budd for Defendant and Appellant.

HUFFMAN, J.

This is an appeal and cross-appeal from an anti-SLAPP ruling which granted the defense motion to strike in part and denied it in part. ( Code Civ. Proc.,¹ § 425.16.) Plaintiff and appellant Golden Eagle Land Investment, L.P. (Golden Eagle) and its coplaintiff and appellant Mabee Trust (the Trust; sometimes together, Appellants)² own real property in the vicinity of Rancho Santa Fe. Appellants sought approvals for their proposed joint development project (the project) from land use authorities at the County of San Diego (the County). At the same time, they began the process of seeking land use approvals for the project from defendant, respondent and cross-appellant, the Rancho Santa Fe Association (the Association or RSFA), whose activities in this respect are governed by a protective covenant and bylaws, as well as County general planning.

Appellants sued the Association on numerous statutory and tort theories, only some of which were pled by the Trust, for injuries caused by allegedly unauthorized discussions and actions by the Association in processing the requested approvals, in communicating with County authorities and others. Appellants contend that these Association activities and communications took place without adequate compliance with the Common Interest Development Open Meeting Act ("Open Meeting Act"; Civ. Code, §§ 4900 et seq., 4955 [civil action for declaratory or equitable relief may be brought by an association member for a violation of that Act's provisions] ).³

On appeal, Appellants challenge the trial court's order granting in large part (eight out of nine causes of action) the Association's special motion to strike their complaint, based on each of the two prongs of the anti-SLAPP test. ( Equilon Enterprises v. Consumer Cause, Inc. (2002) 29 Cal.4th 53, 67, 124 Cal.Rptr.2d 507, 52 P.3d 685 ( Equilon ) [first prong of test for statutory application asks if cause of action arises from protected activity].) Appellants contend that none of these related tort and bylaws claims arose out of or involved protected Association activity, but rather they are mixed causes of action that are "centered around" alleged earlier false promises by Association representatives to abide by the provisions of the Open Meeting Act.⁴ Appellants argue that even if the Association's land use planning activities are deemed to be protected in nature, Appellants can satisfy the second prong of the test, that they will probably prevail on their legally sufficient claims. They argue they are the equivalent of qualified "members" who own property within the Association's jurisdiction, and can therefore seek relief against it. ( § 425.16, subd. (b)(1).)⁵

The trial court denied the Association's motion as to one remaining cause of action, in which Golden Eagle alone alleged violations of the Open Meeting Act. The court ruled that the Association's challenged conduct in that respect was not on its face entitled to the benefits of section 425.16, because it did not fall within the statutory language that defines protected communications during "official" proceedings. ( § 425.16, subd. (e)(1) & (2).) On that cause of action only, the trial court did not find it necessary to reach the second portion of the statutory test under the anti-SLAPP statute, on whether Appellants are able to establish a probability that they will prevail on their claims.

The Association cross-appeals that portion of the order, arguing the trial court erred as a matter of law in finding the anti-SLAPP statute was inapplicable by its terms. With regard to this cause of action, and further as to Golden Eagle's other "Association-based" claims (breaches of fiduciary duty and/or Association bylaws and/or its covenant of good faith and fair dealing with its members), the Association contends that Golden Eagle could not show entitlement to sue or prevail against the Association on those four theories that are alleged by it alone. Although the Trust provided judicially noticeable materials to the trial court of its ownership of property entitling it to membership in the Association, Golden Eagle did not do so.

"The Legislature spelled out the kinds of activity it meant to protect in section 425.16, subdivision (e) : ‘As used in this section, "act in furtherance of a person's right of petition or free speech under the United States or California Constitution in connection with a public issue" includes: (1) any written or oral statement or writing made before a legislative, executive, or judicial proceeding, or any other official proceeding authorized by law, (2) any written or oral statement or writing made in connection with an issue under consideration or review by a legislative, executive, or judicial body, or any other official proceeding authorized by law, ... or (4) any other conduct in furtherance of the exercise of the constitutional right of petition or the constitutional right of free speech in connection with a public issue or an issue of public interest.’ " ( City of Montebello v. Vasquez (2016) 1 Cal.5th 409, 422, 205 Cal.Rptr.3d 499, 376 P.3d 624.) The Association's motion attempted to invoke all of the above categories of protections except section 425.16, subdivision (e)(3), the "public forum" definition (statements made in public forum "in connection with an issue of public interest").

As instructed in Baral v. Schnitt (2016) 1 Cal.5th 376, 395, 205 Cal.Rptr.3d 475, 376 P.3d 604 ( Baral ), we examine the complaint to determine whether its claims make allegations of protected activity for the purpose of asserting them as grounds for relief. On de novo review of the order, we conclude that the trial court correctly applied the anti-SLAPP statutory scheme in granting the Association's motion to strike the second through ninth causes of action, as variously alleged by one or both Appellants. The statute is applicable to the protected communicative conduct that allegedly gave rise to these claims for relief, and Appellants failed to make an adequate showing of their probability of prevailing on those theories. ( § 425.16, subd. (b)(1).)

We reverse the order in part, concluding that the trial court should have granted the motion to strike the first cause of action regarding alleged violations of the Open Meeting Act. The Association's challenged land use communications, on the subject of governmental entitlement applications, amount to protected conduct described in section 425.16, subdivision (e)(4), as carried out "in furtherance of the exercise of the constitutional right of petition or the constitutional right of free speech in connection with a public issue or an issue of public interest." It is unnecessary in this case to decide whether the Association's challenged communications took place in the context of "official" proceedings within the meaning of section 425.16, subdivision (e)(1) and (2). (See Talega Maintenance Corp. v. Standard Pacific Corp. (2014) 225 Cal.App.4th 722, 727-728, 170 Cal.Rptr.3d 453 ( Talega ) [other cases have analyzed anti-SLAPP motions arising from homeowners association board meetings under the rubrics of § 425.16, subd. (e)(3) & (4) ].)

Moreover, on the current record, Appellants are unable to show that Golden Eagle, the only plaintiff on that claim, qualifies as an Association member who has standing to seek remedies pursuant to the Open Meeting Act and who will probably prevail on them. ( § 425.16, subd. (b)(1).) We reverse the order with directions to the trial court to grant the motion to strike in full, and to allow further proceedings on any application for attorney fees that may be brought. ( § 425.16, subd. (c).)

IBACKGROUND

We will outline the background facts in a somewhat abbreviated manner, since the purpose of this opinion is not to resolve the merits of the overall dispute, but rather to determine whether the anti-SLAPP statutory scheme properly applies to this set of allegations concerning the parties' interactions. More facts will be added as appropriate in the discussion portion of this opinion.

A. Nature of Dispute; Complaint

Golden Eagle, a limited partnership, owns a parcel of property in the Rancho Santa Fe area that it wants to develop, together with larger parcels that are owned by the Trust, to make a 28-acre housing and amenities project for senior citizens (Rancho Librado), that would consist of 50 attached and four detached single family residential units. This project would represent a higher population density than the usual type of development in the Rancho Santa Fe area.

The complaint does not fully identify the distinction between the two Appellants, simply alleging both "Plaintiffs' real property lies within [the RSFA boundaries] and the County of San Diego." As more specifically described in the complaint, the Project would be developed "on the Subject Property ," defined as those parcels owned by the Trust. Somewhat inconsistently, the complaint also admits that the Project's boundaries would extend into Golden Eagle's portion of the property, which would need to be annexed into the covenant area before such approvals could be granted, and annexation will require separate proceedings before the Association, including a vote among its 3,000-some members.

As a proposed developer, Golden Eagle filed a separate application to the County's planning and development services department in September 2014, seeking to amend the general plan to allow development of the...