Olive Hill Street Partners, LLC v. SPC Owner LLC

I. INTRODUCTION

On March 4, 2021, Olive/Hill Street Partners, LLC (“Olive/Hill’) filed suit against SPC Owner LLC (“SPC”). Dkt. 1 (“Compl.”). Both parties are real estate investors who entered into a purchase-and-sale agreement (“PSA”) on February 27, 2020, pursuant to which SPC agreed to purchase downtown Los Angeles commercial real estate from Olive/Hill located at 133 Olive Street, 1139 South Hill Street, 1149 South Hill Street, and 150 West 12th Street (the “Buildings”). Id. By letter dated April 23, 2020, defendant notified plaintiff that it was terminating the transaction after objecting to plaintiff's delivery of tenant estoppel certificates as required under the PSA in advance of the closing date. Id. Plaintiff asserts two claims for relief: (1) breach of contract in the form of contractual liquidated damages, or in the alternative, actual damages; and (2) declaratory relief that defendant’s refusal to consummate the parties’ purchase deal constitutes a default under the PSA entitling plaintiff to defendant’s earnest-money deposit it has refused to release. Id. On May 26, 2021, SPC answered Olive/Hill’s complaint and filed a counterclaim against…