(1)VIOLATION OF OPEN MEETING Successor Co …rancholibrado.com/.../uploads/2015/09/GOLDEN_EAGLE_COMPLAINT.pdfCOMPLAINT 1 45218) Ronald M. Green, Esq. ... PROMISSORY ESTOPPEL; (6) INTENTIONAL

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COMPLAINT

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Bryan R. Gerstel, Esq. (SBN 45218) Ronald M. Green, Esq. (SBN 149777) Jeffrey A. French, Esq. (SBN 174968) Matthew T. Poelstra, Esq. (SBN 231246) GREEN, BRYANT & FRENCH, LLP 1230 Columbia Street, Suite 1120 San Diego, California 92101 Tel: (619) 239-7900 Fax: (619) 239-7800 Attorneys for Plaintiffs

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF SAN DIEGO

GOLDEN EAGLE LAND INVESTMENT, L.P., a California Limited Partnership; CHRISTINE PENROD MABEE, LAURA E. BOSWELL, AND DANIEL UKKESTAD, Successor Co-Trustees Of The Larry Gene Mabee Revocable Trust UDT 05/17/2005 As Amended And Restated UDT 12/07/2012; Plaintiffs, v. RANCHO SANTA FE ASSOCIATION, a California Non-Profit Cooperative Corporation; and DOES 1 - 200, Defendants.

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Case No.: COMPLAINT FOR DAMAGES: (1) VIOLATION OF OPEN MEETING

ACT (CIVIL CODE §§ 4900, 4930, 4955 et seq.);

(2) BREACH OF FIDUCIARY DUTY; (3) FRAUD: FALSE PROMISE; (4) FRAUD: NEGLIGENT

MISREPRESENTATION; (5) PROMISSORY ESTOPPEL; (6) INTENTIONAL INTERFERENCE

WITH PROSPECTIVE ECONOMIC RELATIONS;

(7) NEGLIGENT INTERFERENCE WITH PROSPECTIVE ECONOMIC RELATIONS;

(8) BREACH OF IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING; AND

(9) BREACH OF ASSOCIATION GOVERNING DOCUMENTS

Plaintiffs, GOLDEN EAGLE LAND INVESTMENT, L.P., a California Limited

Partnership; and CHRISTINE PENROD MABEE, LAURA E. BOSWELL, AND DANIEL

UKKESTAD, Successor Co-Trustees Of The Larry Gene Mabee Revocable Trust UDT

05/17/2005 As Amended And Restated UDT 12/07/2012, allege as follows:

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COMPLAINT

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GENERAL ALLEGATIONS

1. Plaintiff, GOLDEN EAGLE LAND INVESTMENT, L.P., a California Limited

Partnership, a California Limited Liability Corporation (hereinafter referred to as “GOLDEN

EAGLE”), is now and at all times mentioned herein was a business existing under and by virtue of

the laws of the State of California and conducted business in San Diego County. GOLDEN

EAGLE is an owner of certain real property that falls within the jurisdiction of Defendant

RANCHO SANTA FE ASSOCIATION within the Covenant and is therefore a member of

RANCHO SANTA FE ASSOCIATION.

2. Plaintiffs CHRISTINE PENROD MABEE, LAURA E. BOSWELL, AND

DANIEL UKKESTAD, as Successor Co-Trustees Of The Larry Gene Mabee Revocable Trust

UDT 05/17/2005 As Amended And Restated UDT 12/07/2012 (referred to herein as the “MABEE

TRUST”), at all relevant times mentioned herein, resided in the County of San Diego, State of

California, and owned portions of certain real property identified herein as the Subject Property,

which is located in the County of San Diego.

3. All Plaintiffs are sometimes referred to in this Complaint collectively as

“Plaintiffs.”

4. Plaintiff is informed and believes and thereon alleges that Defendant, RANCHO

SANTA FE ASSOCIATION, a California Non-Profit Mutual Benefit Corporation (hereinafter

“RSFA”), is a California Non-Profit Mutual Benefit Corporation incorporated and existing under

and by virtue of the laws of the State of California, and conducted business in the County of San

Diego. Plaintiff is informed and believes and thereon alleges that RSFA is a common interest

homeowners association and is therefore subject to the applicable California laws and codes

governing same, including but not limited to the Davis-Stirling Act (California Civil Code §§

4000-6150).

5. Plaintiff is informed and believes and thereon alleges that all events relevant to this

Complaint occurred in the County of San Diego in the State of California.

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6. This action concerns certain real property in San Diego County owned by Plaintiffs

consisting of 28.69 acres located at the corner of Calzada de Bosque and Via De La Valle (referred

to herein as the “Subject Property”). Accordingly, venue is proper in this Court.

7. Plaintiff is informed and believes and thereon alleges that, at all times relevant

herein, Defendant Does 1 through 200, inclusive, whether individual, corporate, associate or

otherwise, are fictitious names of Defendants whose true names and capacities are, at this time,

unknown to Plaintiff. Plaintiff is informed and believes and thereon alleges that, at all times

mentioned in this Complaint, each of the Defendants sued herein as a DOE Defendant is and was

acting for itself or as an agent, servant and/or employee of his or its co-Defendants, and in doing

the things hereinafter mentioned was acting in the scope of authority as such agent, servant, and

employee, and with the authorization, permission and consent of his or its co-Defendants and each

of said fictitiously named Defendants, whether acting for himself or itself as agent, corporation,

association or otherwise, is in some way liable or responsible to Plaintiff on the claims hereinafter

alleged. Said Defendants proximately caused injuries and damages as hereinafter alleged. At such

time as Defendants’ true names become known to Plaintiff, Plaintiff will seek leave to amend this

Complaint to insert the true names and capacities of the DOE Defendants named herein.

BACKGROUND FACTS

8. On or around May 15, 2014, Plaintiffs made an informal presentation to the Board

of Directors of defendant RSFA regarding a proposal for a senior, age-restricted housing

development on the Subject Property that would consist of multiple attached and detached single-

family residential units between 2,500 to 6,500 square feet each, with private courtyards.

9. The Board Members and representatives of RSFA who were present at the meeting

on May 15, 2014 were Chair Wilkinson, Vice President Putnam, Treasurer Spitcaufsky and

Directors Slosar, McAllister and Yahr. Director and Board President Ann Boon was absent from

the meeting.

10. Plaintiffs’ real property lies within RSFA and the County of San Diego. RSFA has

zoned it as Class C for multiple dwellings/apartments; however, the land within the County has a

more restrictive residential density which will require Plaintiffs to apply to the County for a

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density change within the current zoning that would permit the development of the project on the

Subject Property. In addition, although all of the real property is in the County of San Diego, three

of the four lots will need to be annexed into the RSFA boundary.

11. After hearing the presentation on May 15, 2014, the Board of RSFA expressed their

support and stated that they were pleased with the proposed senior, age-restricted housing concept

and the project was favorably received. In fact, in the May 2014 meeting the Board voted

unanimously for the project. In addition, on or around May 22, 2014, the local newspaper called

the “Rancho Santa Fe Review” published an article confirming that the age-restricted housing

development was well-received by the Board of RSFA.

12. After the May 15, 2014 meeting, Plaintiffs met with RSFA staff to work on the

process for the senior, age-restricted development project and review plans. RSFA staff

suggestions were incorporated into the plan.

13. In or around September 2014, and in reliance on RSFA’s support and prior

confirmation at the meeting on May 15, 2014 that the concept was well-received, Plaintiff

GOLDEN EAGLE submitted the senior, age-restricted housing development plan to the County of

San Diego to begin the approval process. Specifically, it submitted an application for a tentative

map requiring a general plan amendment and major use permit.

14. This submission to the County of San Diego was consistent with the standard

protocol and procedure adopted by Defendant RSFA in the past; namely, that a proposed housing

project is submitted to the County for approval first if County zoning approvals are required, then

to the RSFA. In fact, a similar senior age-restricted project on the same 28.69 acre property in

2003 desired to submit its plan for County approval first before submitting it to RSFA.

Evidencing the long-standing RSFA approval of proceeding with the County first, the RSFA

confirmed to the County of San Diego in writing that it agreed with such a procedure. In fact, it

specifically agreed on October 4, 2003, as follows: “[w]e are therefore supportive of the owner’s

request to start the appropriate discretionary approval process with the County of San Diego in

order to facilitate the community’s opportunity to evaluate the merits of the age restricted housing

project as currently envisioned.”

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15. On or around January 15, 2015, Plaintiffs made a presentation to the San Dieguito

Planning Group as part of their application for a tentative map requiring a general plan amendment

and major use permit for the proposed senior, age-restricted housing development on the Subject

Property. In order to submit the proposed project on the Subject Property to the County of San

Diego, Plaintiffs have expended in excess of $1,600,000.00 on design professionals, consultants,

engineers, and other related development costs, so as to provide specific and detailed information

to the County about the project, including but not limited to design, water flow, drainage, water

impact, traffic flow and emergency access, trails access, structure design, open space, density,

agriculture, infrastructure, zoning, and other issues.

16. On or around February 11, 2015, RSFA sent a letter to the Planning and

Development Services of the County of San Diego stating that Defendant RSFA did not take a

formal position regarding the proposed age-restricted housing development on the Subject

Property. Plaintiffs are informed and believe, and thereon allege, that the February 11, 2015 letter

was never authorized by the RSFA Board of Directors, and that the issue addressed in the letter

was never identified on any agenda published to the owners for discussion at any Board meeting of

RSFA, that was sent for the purpose of opposing Plaintiffs’ pending applications and constitutes

actions taken against Plaintiffs in violation of the Common Interest Development Open Meeting

Act (Civil Code 4900 et seq.).

17. On February 18, 2015 Laura Boswell sent an email to RSFA Board President Ann

Boon offering to meet with her and show her the project, but Ann Boon refused to do so.

18. On or around April 22, 2015, two weeks before the RSFA nonemergency Board

Meeting on May 7, 2015, RSFA Director and President Ann Boon sent an email to Laura Mabee

Boswell inviting Plaintiffs to the May 7, 2015 board meeting to discuss “zoning, density, and

traffic issues” related to the proposed senior, age-restricted housing development on the Subject

Property at an informational item on the Board agenda.

19. In response, on or around April 24, 2015, Plaintiffs requested the presentation be

postponed to a date after May 7, 2015 as Plaintiffs’ project design engineer and land planner

would not be available on May 7, 2015, and it was important to have him present to discuss

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zoning, density, and traffic, as requested. Plaintiffs also proposed alternate dates of June 4, 2015

or July 2, 2015 for the meeting to occur at a time when its project designer and land planner would

be available.

20. On or around April 24, 2015, Ann Boon of RSFA responded that the presentation

could not be postponed past May 7, 2015 as requested by Plaintiff because the San Dieguito

Planning Group was meeting to discuss the senior, age-restricted housing project on May 14, 2015,

and RSFA was being urged by a few of the neighbors who opposed the project to take a position

on the project before the San Dieguito Planning Group vote.

21. On or around April 28, 2015, Plaintiffs informed RSFA that the San Dieguito

Planning Group postponed its May 14, 2015 meeting and would not be voting on the age-restricted

housing project on the Subject Property.

22. On or around April 30, 2015, Ann Boon, Board President of RSFA, while not

agreeing to postpone the agenda item, sent an email to Laura Boswell stating the following:

“I assure you that the RSFA board has no intention of undermining or

interfering in any way with your effort to bring the county’s

entitlements in line with the Covenant.”

23. When the May 7, 2015 RSFA Board of Directors’ Meeting Agenda was published,

it contained vague and ambiguous agenda item 5. titled “Presentation on High Density Housing,”

and 6. “Review of 2006 RSFA Planning Committee Study and Board Decision,” neither of which

specifically identified Plaintiffs’ proposed age-restricted housing project on the Subject Property in

any way. The RSFA Agenda Item for the May 7, 2015 meeting also confirmed that item 5.

Presentation on High Density Housing was “informational only,” as follows: “This is

informational only. The Board will not be voting to approve or disapprove this particular

project.”

24. Even though there was no agenda item for the May 7, 2015 Board meeting that

properly noticed a discussion or action to be taken regarding Plaintiff’s proposed age-restricted

housing project, the Board, in violation of the Common Interest Development Open Meeting Act

and its own Bylaws, engaged in substantial discussion about Plaintiffs’ project and took direct

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action by making a motion and voting to write a letter to the County regarding Plaintiffs’ proposed

project to “(1) remind them that no formal submittal has been made to the Association as yet and

that no approval has been granted, and (2) request that they adhere to and enforce the County’s

General Plan 2020 that states ‘one dwelling maximum per two acre sites.’” The motion was

seconded and passed by a vote of the RSFA Board on May 7, 2015. In fact, both Ann Boon and

Kim Eggleston voted against the project without ever seeing it.

25. Part (1) of the RSFA’s motion and subsequent vote to confirm with the County in

writing that “no approval has been granted” directly contradicted its prior statement to Plaintiffs

during the Board meeting on May 15, 2014 that the Board supported the proposed senior, age-

restricted housing project and that it was well-received. It also directly contradicted RSFA

President Ann Boon’s express, written assurance to Plaintiffs that RSFA had no intention of

undermining or interfering in any way with Plaintiff’s efforts to bring the County’s entitlements in

line with the Covenant.

26. Part (2) of the RSFA’s motion and subsequent vote on May 7, 2015 constituted a

direct vote of disapproval of Plaintiffs’ proposed senior, age-restricted housing project and

effectively defeated Plaintiffs’ project and any chance of Plaintiffs obtaining a general plan

amendment and major use permit.

27. On or around May 11, 2015, RSFA wrote to the Planning and Development

Services department of the County of San Diego and requested on behalf of RFSA that the County

adhere to and enforce the current County General Plan 2020 land use and zoning for the Subject

Property. This action undermined, interfered with, and was in direct contravention to Plaintiffs’

proposed senior, age-restricted housing project, which required an amendment to the General Plan

to allow for the higher residential density.

28. Plaintiffs promptly demanded that RSFA rescind the May 11, 2015 letter to the

County, but RSFA has refused to do so.

29. Plaintiffs are informed and believe and thereon allege that RSFA has engaged in a

wrongful course of conduct that is deliberately and intentionally designed to not only interfere with

and undermine Plaintiffs’ efforts to obtain County approval for a tentative map, major use permit,

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and related other approvals, but to prevent Plaintiffs from developing their age-restricted senior

housing project on their own property. In furtherance of this wrongful course of conduct, RSFA

has engaged in the following bad-faith acts:

a. Sent letters to the County of San Diego that were issued in violation of the

Common Interest Development Open Meeting Act (Civil Code Section 4900, et

seq.);

b. Opposed Plaintiffs’ application to the County of San Diego without conforming

to the Common Interest Development Open Meeting Act (Civil Code Section

4900, et seq.) by illegally discussing Plaintiffs’ project and illegally voting to

request that the County reject Plaintiffs’ general plan amendment request;

c. Opposed Plaintiffs’ efforts to obtain County of San Diego approvals before

RSFA approvals;

d. Wrongfully and without justification refused to postpone a Board informational

discussion so that Plaintiffs could meaningfully participate in it;

e. Encouraged, aided, and abetted opponents of Plaintiffs’ project by providing

such opponents with access to Plaintiffs’ RSFA files, the RSFA May 11, 2015

letter to the County, and other information the extent of which is presently

unknown to Plaintiffs;

f. Wrongfully refused to rescind the May 11, 2015 RSFA letter to the County after

demand was made by Plaintiffs to do so;

g. Considered adopting and approving, without discussion, a disguised nine-year-

old resolution that was previously rejected by RFSA, that would prevent

Plaintiffs’ project from being constructed on Plaintiffs’ property; and

h. Acting in an adversarial manner to Plaintiffs in other ways not yet known to

Plaintiffs rather than satisfying its fiduciary duties to Plaintiffs as members of

RSFA.

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/ / /

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/ / /

FIRST CAUSE OF ACTION

VIOLATION OF COMMON INTEREST DEVELOPMENT OPEN MEETING ACT

(CIVIL CODE §§ 4900, 4930, 4955 et seq.)

(By Plaintiff GOLDEN EAGLE Against Defendants RANCHO SANTA FE ASSOCIATION

and Does 1-100)

30. Plaintiff re-alleges and incorporates by reference herein each of the allegations in

the paragraphs above as if fully set forth herein.

31. Plaintiff GOLDEN EAGLE is an owner of real property located within RSFA and

its jurisdictional boundaries and as such is a member of RSFA.

32. Pursuant to California Civil Code § 4930 (a), the RSFA Board may not discuss or

take action on any item at a nonemergency meeting unless the item was placed on the agenda

included in the notice that was distributed pursuant to subdivision (a) of Section 4920.

33. Pursuant to California Civil Code § 4955, a member of an association may bring a

civil action for declaratory or equitable relief for a violation of the Common Interest Open Meeting

Act by the association, including but not limited to injunctive relief, restitution, or a combination

thereof.

34. Plaintiff is informed and believes, and thereon alleges, that Defendant RSFA

violated California Civil Code § 4930 (a) by discussing, voting, and taking action at the May 7,

2015 nonemergency meeting regarding Plaintiff’s proposed age-restricted housing project on the

Subject Property, without specifically identifying the item on the agenda, and after expressly

stating that “[t]he Board will not be voting to approve or disapprove this particular project.”

35. Plaintiff is informed and believes, and thereon alleges that Defendant RSFA

violated California Civil Code § 4930 (a) by discussing and voting at the May 7, 2015

nonemergency meeting to confirm with the County in writing that “no approval has been granted”

regarding Plaintiff’s proposed age-restricted project, which action/vote was never placed on the

May 7, 2015 Agenda as an action item. To the contrary, the Agenda expressly stated that “[t]he

Board will not be voting to approve or disapprove this particular project.”

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nonemergency meeting to request in writing that the County adhere to and enforce the County’s

General Plan 2020 that states ‘one dwelling maximum per two acre sites. This action/vote was

not identified on the May 7, 2015 Agenda as a possible action item and it constituted a direct vote

of disapproval of Plaintiff’s proposed age-restricted housing project, which RSFA knew required

more than one dwelling per two acre site. The RSFA misconduct and violation of the Act

effectively defeated Plaintiff’s project and any chance of Plaintiff obtaining a general plan

amendment and major use permit as Plaintiff had previously applied for and expended over one

million dollars on.

37. As a direct and proximate cause of Defendant RSFA’s violation of California’s

Common Interest Open Meeting Act, Plaintiff has been damaged in an amount in excess of $1.6

million dollars spent on design, engineering, land, traffic, and other professionals and costs

regarding same, as well as substantial lost profits, which are ongoing and continuing and which

will be proved in an exact amount at the time of trial.

38. In performing the acts and misconduct alleged herein, RSFA acted with malice,

oppression, and fraud, and with a conscious and willful disregard for the rights of Plaintiff

GOLDEN EAGLE and carried out purposeful, wrongful, and intentional conduct to harm Plaintiff

GOLDEN EAGLE and undermine and interfere with its proposed age-restricted senior housing

project so as to defeat it and prevent it from being constructed. Accordingly, Plaintiff GOLDEN

EAGLE is entitled to recover punitive damages against RSFA.

SECOND CAUSE OF ACTION

BREACH OF FIDUCIARY DUTY

(By Plaintiff GOLDEN EAGLE Against DEFENDANT RANCHO SANTA FE

ASSOCIATION and Does 1-100)



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40. RSFA, as the homeowners association that has jurisdiction over that certain real

property owned by Plaintiff GOLDEN EAGLE located within the Covenant and within the

boundaries of RSFA, owes and at all times mentioned herein owed a fiduciary duty to Plaintiff

GOLDEN EAGLE as a member/owner within the community, which includes a duty of loyalty to

Plaintiff GOLDEN EGALE and to act with the utmost good faith in the best interests of Plaintiff

GOLDEN EAGLE, among others.

41. RSFA breached its fiduciary duties owed to Plaintiff GOLDEN EAGLE and failed

to act as a reasonably careful and prudent fiduciary would have acted under the same or similar

circumstances, and engaged in wrongful acts and course of conduct that were deliberately and

intentionally designed to undermine and interfere with Plaintiffs’ proposed age-restricted senior

housing project at the Subject Property, as follows:



seq.);




request that the County reject Plaintiffs’ zoning request;


RSFA approvals;









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RSFA.

42. As a direct and proximate result of RSFA’s breach of its fiduciary duties owed to

Plaintiff GOLDEN EAGLE, Plaintiff GOLDEN EAGLE was harmed and damaged in excess of

$1.6 million and substantial lost profits in an amount to be proved at trial.

43. RSFA’s conduct was a substantial factor in causing Plaintiff GOLDEN EAGLE’s

harm and damages.







THIRD CAUSE OF ACTION

FRAUD: FALSE PROMISE

(By All Plaintiffs against All Defendants)

45. Plaintiffs re-allege and incorporate by reference herein each of the allegations in the

paragraphs above as if fully set forth herein.

46. In or around April 30, 2015, RSFA, through its authorized representative and Board

President, Ann Boon, made a promise via email to Plaintiffs that RSFA would not undermine or

interfere in any way with Plaintiffs’ efforts to bring the County’s entitlements in line with the

RSFA Covenant regarding the proposed age-restricted senior housing project at the Subject

Property.

47. This promise was important to the transaction and interaction between the parties

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because Plaintiffs were entitled to obtain approvals from the County of San Diego for the proposed

age-restricted senior housing project to be constructed at the Subject Property.

48. At the time RSFA made the promise, RSFA did not intend to perform this promise.

49. At the time RSFA made the promise to Plaintiffs, RSFA intended that Plaintiffs

rely

on the promise.

50. Plaintiffs reasonably relied on RSFA’s promise.

51. RSFA did not perform its promise and instead engaged in deliberate and intentional

actions to undermine and interfere with Plaintiffs’ efforts to obtain approvals and entitlements

from the County for the age-restricted senior housing project.

52. As a direct and proximate result of RSFA’s false promise as alleged herein,

Plaintiffs were harmed and damaged in excess of $1.6 million.

53. Plaintiffs’ reliance on RSFA’s promise was a substantial factor in causing

substantial harm and damage to Plaintiffs in excess of $1.6 million, and which total amount will be

proved at the time of trial.


oppression, and fraud, and with a conscious and willful disregard for the rights of Plaintiffs and

carried out purposeful, wrongful, and intentional conduct to harm Plaintiffs and undermine and

interfere with its proposed age-restricted senior housing project so as to defeat it and prevent it

from being constructed. Accordingly, Plaintiffs are entitled to recover punitive damages against

RSFA.

FOURTH CAUSE OF ACTION

FRAUD: NEGLIGENT MISREPRESENTATION

(By All Plaintiffs against All Defendants)

55. Plaintiffs re-allege and incorporate by reference herein each of the allegations in


56. In or around April 30, 2015, RSFA, through its authorized representative and

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Board President, Ann Boon, represented via email to Plaintiffs that an important fact was true;

specifically, that RSFA would not undermine or interfere in any way with Plaintiffs’ efforts to

bring the County’s entitlements in line with the RSFA Covenant regarding the proposed age-

restricted senior housing project at the Subject Property.

57. RSFA’s representation that RSFA would not undermine or interfere in any way

with

Plaintiffs’ efforts to bring the County’s entitlements in line with the RSFA Covenant regarding the

proposed age-restricted senior housing project at the Subject Property was not true and constituted

a material misrepresentation of fact at the time it was made.

58. In making the affirmative misrepresentation of material fact as described herein,

RSFA had no reasonable grounds for believing the representation was true when RSFA made it.

59. RFSA intended that Plaintiffs rely on the misrepresentation as alleged herein.

60. Plaintiffs reasonably and justifiably relied on RSFA’s misrepresentation and

statement of material fact that RSFA would not undermine or interfere in any way with Plaintiffs’

efforts to bring the County’s entitlements in line with the RSFA Covenant regarding the proposed

age-restricted senior housing project at the Subject Property

61. As a direct and proximate result of such negligent misrepresentations of RSFA and

Plaintiffs’ reasonable reliance thereon, Plaintiffs have been substantially injured and harmed in

excess of $1.6 million, plus substantial lost profits, which amount is ongoing and continues to

increase, and which total amount will be proved at the time of trial.

FIFTH CAUSE OF ACTION

PROMISSORY ESTOPPEL

(By All Plaintiffs against all Defendants)

62. Plaintiffs re-allege and incorporate by reference herein each of the allegations in


63. In or around April 2015, RSFA made a promise with clear and unambiguous terms

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to Plaintiffs that RSFA had no intention of undermining or interfering in any way with Plaintiffs’

efforts to bring the county’s entitlements in line with the RSFA Covenant regarding the proposed

age-restricted senior housing project at the Subject Property.

64. In good-faith, reasonable, and foreseeable reliance on the promise made by RSFA,

and to Plaintiffs’ substantial detriment, Plaintiffs incurred over $1.6 million dollars in expenses to

generate designs, plans, reports, surveys, and other development costs for the proposed age-

restricted senior housing project at the Subject Property.

65. As a direct and proximate result of Plaintiffs’ detrimental reliance on RSFA’s

promise, and RSFA’s failure and refusal to comply with its promise by violating the Open Meeting

Act, sending letters to the County to defeat Plaintiff’s project, and refusing to rescind such letters,

Plaintiffs have been damaged in an amount in excess of $1.6 million dollars, and have lost profits

from the project, which amount is ongoing and continues to increase, which total amount will be

proved at the time of trial.

SIXTH CAUSE OF ACTION

INTENTIONAL INTERFERENCE WITH PROSPECTIVE ECONOMIC RELATIONS

(By all Plaintiffs Against All Defendants)



67. As alleged herein, Plaintiffs were in an economic relationship with multiple third

parties, including developers, designers, contractors, engineers, and other professionals regarding

the proposed age-restricted senior housing project at the Subject Property that probably would

have resulted in an economic benefit to Plaintiffs.

68. Plaintiffs are informed and believe, and thereon allege, that RSFA knew

of Plaintiffs’ economic relationships with multiple third parties regarding the proposed age-

restricted housing project at the Subject Property.

69. However, RSFA engaged in a series of bad-faith actions with the intent to

disrupt the relationships between Plaintiffs and multiple third parties regarding the proposed age-

restricted housing project at the Subject Property.

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70. RSFA engaged in wrongful conduct through its violations of the Common Interest

Development Open Meeting Act (Civil Code Section 4930, 4955, et seq.), violation of its fiduciary

duties, fraud and false promises, and other wrongful acts and course of conduct as alleged herein.

71. RFSA’s conduct disrupted Plaintiffs’ relationships with various third parties

regarding the proposed age-restricted housing project on the Subject Property.

72. As a direct and proximate result of Defendants’ conduct as alleged herein, Plaintiffs

Have been harmed and damaged in an amount in excess of $1.7 million, plus lost profits, which

amount is continuing to accrue and increase and will be proved at the time of trial.

73. Defendants’ conduct as alleged herein was a direct and substantial factor in causing

Plaintiffs’ harm and damages.







SEVENTH CAUSE OF ACTION

NEGLIGENT INTERFERENCE WITH PROSPECTIVE ECONOMIC RELATIONS

(By all Plaintiffs Against All Defendants)



76. As alleged herein, Plaintiffs were in an economic relationship with multiple third

parties, including developers, designers, contractors, engineers, and other professionals regarding

the proposed age-restricted senior housing project at the Subject Property that probably would

have resulted in an economic benefit to Plaintiffs.

77. Plaintiffs are informed and believe, and thereon allege, that RSFA knew

or should have known of Plaintiffs’ economic relationships with multiple third parties regarding

the proposed age-restricted housing project at the Subject Property.

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78. Plaintiffs are informed and believe, and thereon allege, RSFA knew or should have

known that these relationships would be disrupted if they failed to act with reasonable care.

79. However, RSFA failed to act with reasonable care and severely disrupted

Plaintiffs’ relationships with multiple third parties.

80. RSFA engaged in wrongful conduct through its violations of the Common Interest

Development Open Meeting Act (Civil Code Section 4930, 4955, et seq.), violation of its fiduciary

duties, fraud and false promises, and other wrongful acts and course of conduct as alleged herein.

81. RFSA’s conduct disrupted Plaintiffs’ relationships with various third parties

regarding the proposed age-restricted housing project on the Subject Property.

82. As a direct and proximate result of Defendants’ conduct as alleged herein, Plaintiffs

Have been harmed and damaged in an amount in excess of $1.6 million, plus lost profits, which

amount is continuing to accrue and increase and will be proved at the time of trial.

83. Defendants’ conduct as alleged herein was a direct and substantial factor in causing

Plaintiffs’ harm and damages.

EIGHTH CAUSE OF ACTION

BREACH OF IMPLIED COVENANT OF FAITH AND FAIR DEALING

(By Plaintiff GOLDEN EAGLE Against Defendant RANCHO SANTA FE ASSOCIATION

and Does 1-100)



85. Plaintiff GOLDEN EAGLE and RSFA entered into contracts and are in contractual

privity with each other by virtue of the existence of RSFA’s governing documents, including but

not limited to RSFA’s Bylaws that incorporate by reference the Common Interest Development

Open Meeting Act.

86. By virtue of their contractual privity and the fiduciary obligations owed by RSFA to

Plaintiff GOLDEN EAGLE, RSFA has made an implied covenant of good faith and fair dealing

and owed a duty of good faith and fair dealing to GOLDEN EAGLE at all times mentioned herein.

87. Plaintiff GOLDEN EAGLE did all, or substantially all of the things required of it

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under RSFA’s governing documents, including the Bylaws and/or was excused from doing those

things.

88. All of the conditions required for RSFA’s performance under its governing

documents and the Bylaws have occurred.

89. RSFA unfairly interfered with Plaintiff GOLDEN EAGLE’s right to receive the

benefits of RSFA’s governing documents, and the Bylaws, by engaging in the wrongful conduct as

alleged herein, including but not limited to the following acts:



seq.);




request that the County reject Plaintiffs’ general plan amendment request;


RSFA approvals;












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RSFA.

90. As a direct and proximate result of RSFA’s conduct as alleged herein, Plaintiff

GOLDEN EAGLE has been damaged in an amount in excess of this court’s minimal jurisdictional

limits, including consequential damages, which amount is ongoing and continues to increase, and

which total amount will be proved at the time of trial.







NINTH CAUSE OF ACTION

BREACH OF ASSOCIATION GOVERNING DOCUMENTS

(By Plaintiff GOLDEN EAGLE Against Defendant RANCHO SANTA FE ASSOCIATION

and Does 1-100)



93. RSFA’s Bylaws incorporate by reference the California Davis-Stirling Common

Interest Development Act, as amended, and provide in Article IV, Section 5of the Bylaws that

RSFA will comply with the provisions of the California Davis-Stirling Common Interest

Development Act, as amended, with respect to RSFA Board meetings.

94. Pursuant to California Civil Code § 4930 (a), the RSFA Board may not discuss or

take action on any item at a nonemergency meeting unless the item was placed on the agenda

included in the notice that was distributed pursuant to subdivision (a) of Section 4920.

95. Pursuant to California Civil Code § 4955, a member of an association may bring a

civil action for declaratory or equitable relief for a violation of the Common Interest Open Meeting

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Act by the association, including but not limited to injunctive relief, restitution, or a combination

thereof.

96. Plaintiff is informed and believes, and thereon alleges, that Defendant RSFA

violated California Civil Code § 4930 (a) by discussing, voting, and taking action at the May 7,

2015 nonemergency meeting regarding Plaintiff’s proposed age-restricted housing project on the

Subject Property, without specifically identifying the item on the agenda, and after expressly

stating that “[t]he Board will not be voting to approve or disapprove this particular project.”



nonemergency meeting to confirm with the County in writing that “no approval has been granted”

regarding Plaintiff’s proposed age-restricted project, which action/vote was never placed on the

May 7, 2015 Agenda as an action item. To the contrary, the Agenda expressly stated that “[t]he

Board will not be voting to approve or disapprove this particular project.”



nonemergency meeting to request in writing that the County adhere to and enforce the County’s

General Plan 2020 that states ‘one dwelling maximum per two acre sites. This action/vote was

not identified on the May 7, 2015 Agenda as a possible action item and it constituted a direct vote

of disapproval of Plaintiff’s proposed age-restricted housing project, which RSFA knew required

more than one dwelling per two acre site. The RSFA misconduct and violation of the Act

effectively defeated Plaintiff’s project and any chance of Plaintiff obtaining a general plan

amendment and major use permit as Plaintiff had previously applied for and expended over one

million, six hundred thousand dollars to obtain.

99. As a direct and proximate cause of Defendant RSFA’s violation of California’s

Common Interest Open Meeting Act, Plaintiff has been damaged in an amount in excess of $1.6

million dollars spent on design, engineering, land, traffic, and other professionals and costs

regarding same, as well as substantial lost profits, which are ongoing and continuing and which

will be proved in an exact amount at the time of trial.

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100. Plaintiff has incurred attorneys’ fees in order to enforce RSFA’s governing

documents, and will continue to incur attorneys’ fees through the trial of this matter and therefore

seeks reimbursement of all reasonable attorneys’ fees pursuant to California Civil Code § 5975.

PRAYER

WHEREFORE, Plaintiff pray for judgment against Defendants, and each of them, as

follows:

1. For general and compensatory damages in excess of $1.6 million in accordance

with proof at time of trial;

2. For Restitution in excess of $1.6 million pursuant to California Civil Code § 4955;

3. For lost profits for Plaintiffs’ age-restricted housing project in an amount to be

proved at the time of trial;

4. For a judicial determination that RSFA’s actions opposing Plaintiff’s project and its

letters to the County of San Diego regarding same be declared null and void.;

5. For pre-trial interest at the maximum legal rate;

6. For punitive damages,

7. For Plaintiff’s costs, including reasonable attorney’s fees; including reasonable

attorneys’ fees pursuant to California Civil Code § 5975; and

8. For such further relief as the Court may deem proper.

Dated: August ___ , 2015 GREEN BRYANT & FRENCH, LLP

By: ____________________________________ Bryan R. Gerstel, Esq. Ronald M. Green, Esq. Jeffrey A. French, Esq. Matthew T. Poelstra, Esq. Counsel for Plaintiffs

Documents

(1)VIOLATION OF OPEN MEETING Successor Co …rancholibrado.com/.../uploads/2015/09/GOLDEN_EAGLE_COMPLAINT.pdfCOMPLAINT 1 45218) Ronald M. Green, Esq. ... PROMISSORY ESTOPPEL; (6) INTENTIONAL