02 DEVELOPMENT, LLC v. 607 South Park, LLC

02 Development, LLC (02 Development), a California limited liability company, appeals from a summary judgment in favor of 607 South Park, LLC (607 South Park), also a California limited liability company, on 02 Development’s complaint for breach of a real estate purchase agreement. We reverse.

BACKGROUND

In March 2004, 607 South Park entered into a written agreement to sell the Park Plaza Hotel to “Creative Environments of Hollywood, Inc., as General Partner of 607 Park View Associates, Ltd., a California limited partnership” (Creative Environments) for $8.7 million. In February 2005, Creative Environments and 02 Development executed a contract purporting to assign Creative Environments’s rights in the hotel purchase agreement to 02 Development.

02 Development did not exist when the parties executed the assignment agreement. Robert Epstein executed the assignment agreement for 02 Development, and in May 2005 he created 02 Development by executing and filing the appropriate articles of organization with the California Secretary of State.

02 Development later sued 607 South Park for breach of the hotel purchase agreement. The operative second amended complaint alleged…