Raceway Properties, LLC v. LSOF Carlsbad Land L.P.

MEMORANDUM **

Raceway Properties, LLC (“Raceway”) appeals the district court’s order granting the motion to dismiss Raceway’s complaint by LSOF Carlsbad Land, L.P.; Lone Star Opportunity Fund, L.P.; Lone Star Partner, L.P.; LSOF Genpar III, Inc.; Hudson Advisors LLC; and John Dell (collectively “LSOF”). Raceway also appeals the district court’s decision to deny its application under California Civil Code § 1714.10 to add LSOF’s counsel as defendants. We have jurisdiction under 28 U.S.C. § 1291 . We affirm in part and reverse in part.

I

A

Although the terms of LSOF’s loan to Raceway exceeded California’s usury law limit, the district court dismissed the usury *961 claim on the basis of California Corporations Code § 25118(f)(2), a usury exemption for certain loans made to sophisticated borrowers. See Jablon v. Dean Witter & Co., 614 F.2d 677, 682 (9th Cir.1980) (stating that an affirmative defense can be grounds for dismissing a claim if the requirements of the defense are “apparent on the face of the complaint”). Raceway raises three challenges to the district court’s dismissal of its usury claim. We find no reversible error.

Raceway’s first argument, that the district…