Filed 5/19/22 Sweetflower Pasadena v. City of Pasadena CA2/7

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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION SEVEN

SWEETFLOWER PASADENA 

LLC,

Plaintiff and Respondent,

v.

CITY OF PASADENA, 

Defendant,

INTEGRAL ASSOCIATES 

DENA, LLC,

Real Party in Interest

and Appellant.

 B312412

 (Los Angeles County

Super. Ct. No.

20STCP03212)

APPEAL from an order of the Superior Court of 

Los Angeles County, Mitchell L. Beckloff, Judge. Affirmed.

Carlson & Nicholas, Richard A. McDonald for Real Party in 

Interest and Appellant.

No appearance for Defendant. 
2

Nossaman, Artin N. Shaverdian, Gabriela S. Pérez, 

Gregory W. Sanders and John J. Flynn III for Plaintiff and 

Respondent. 

__________________

SweetFlower Pasadena, LLC filed a verified petition for 

writ of mandate and complaint seeking to compel the City of 

Pasadena to set aside any permits the City had granted to 

SweetFlower’s competitor, Integral Associates Dena, LLC,

pertaining to Integral’s operation of a retail cannabis store in the 

City and to obtain a judicial declaration that the City had erred 

in concluding Integral remained eligible to participate in the 

permitting process following a material change in its ownership. 

Integral, named in SweetFlower’s petition/complaint as real 

party in interest, filed a special motion to strike pursuant to Code 

of Civil Procedure section 425.16.

1

The trial court denied 

Integral’s motion, concluding none of SweetFlower’s claims arose 

from protected speech or petitioning activity. We affirm. 

FACTUAL AND PROCEDURAL BACKGROUND

1. Integral’s Applications for Cannabis-related City Permits

According to SweetFlower’s petition/complaint, in June 

2018 City voters approved two initiative measures to legalize and 

regulate commercial cannabis businesses within City boundaries. 

(See Pas. Mun. Code, §§ 5.28.010 et seq., 5.78.010 et seq., 

1

Statutory references are to this code unless otherwise 

stated.
3

8.11.010 et seq., 17.50.066.)

2

The initiative measures authorized 

the City’s manager or his or her designee to promulgate the rules 

and procedures governing the application process for the 

necessary City permits. 

After a detailed vetting process that involved an 

independent selection committee reviewing and scoring more 

than 120 applications, in June 2019 the City selected 

SweetFlower, Integral and four other candidates to apply for a 

retail cannabis conditional use permit. Pursuant to the City’s 

procedures, applicants that were successful in obtaining a 

conditional use permit could then apply for a commercial 

cannabis permit and related operational permits. In January 

2020 the City approved Integral’s application for a conditional 

use permit. Sweetflower’s application was rejected as incomplete 

and ultimately denied after Integral and other SweetFlower 

competitors secured the only available spots for cannabis-related 

businesses in the City’s districts.

On June 18, 2020, after questions emerged whether a 

change of ownership or control at the selected candidates’ 

businesses during the permitting process should invalidate that 

applicant’s application and continued eligibility to obtain further 

cannabis-related permits, the city manager, Steven Mermell, 

issued new rules for reviewing cannabis-related permit 

applications following a change in a candidate’s ownership or 

management. The new rules declared that “a material change in 

either ownership or management during the permitting process 

2

Some of the City’s cannabis-related ordinances were 

amended in November 2021. Those amendments, the subject of 

ongoing litigation between Integral and the City in the 

Los Angeles Superior Court, are not at issue in this appeal. 
4

would undermine the legislative intent in [Pas. Mun. Code] 

Section 5.78.080[] where qualities specific to both were evaluated 

and directly impacted the scoring and ranking of permitees as 

part of the selection process. [Thus,] as a matter of equity to all 

applicants, a material change in ownership and/or management 

should be evaluated. [¶] A change in ownership and/or 

management is not allowed and is considered material where it 

constitutes a ‘change of control.’ ‘Change of control’ shall refer to 

a transaction whereby a new party acquires a beneficial 

ownership interest in applicant (or in an existing owner of a 

beneficial ownership interest in applicant), or a new party is 

identified as a manager of applicant, such that after such 

transaction there is a change of identity of the person or entity 

that has the power to direct or cause the direction of the 

management and policies of applicant, and therefore would have 

impacted the substantive scoring of the application such that a 

different outcome would have been likely.” 

Under the new rules, in undertaking a review of a change 

of ownership or management the City compares the “application 

materials regarding ownership and management submitted at 

the beginning of the permittee selection process” with “potential 

evidence of a change of control.” “The applicant shall have an

opportunity to rebut such evidence, and/or offer evidence of no 

change of control within 10 days of written notice.” “Within 

10 days of review of all evidence, the City Manager shall issue a 

decision in writing as to whether or not any change in ownership 

and/or management is a change of control and notify the 

applicant of such conclusion. If there was a change of control, the 

applicant shall lose the right to proceed through the cannabis 

permitting process and its application will be rejected.” 
5

On June 30, 2020 SweetFlower wrote to the City alleging 

Integral had undergone a material change in ownership and/or 

management since it filed its screening application. In 

particular, SweetFlower alleged (1) Alex Yemenidjian, Armen 

Yemenidjian and Brian Greenspun had owned and/or controlled 

various entities that, in turn, owned and controlled Integral at 

the time Integral filed its initial application in January 2019; 

(2) in June 2019 Green Thumb Industries, Inc., acquired the 

Yemenidjians’ and Greenspun’s ownership interests in Integral 

and its controlling entities; (3) following Green Thumb’s 

acquisition of the Yemenidjians and Greenspun’s interests,

neither the Yemenidjians nor Greenspun remained significantly

involved in the operations of Integral. 

Integral responded that the Yemenidjians were still 

involved in the operations of Integral after the sale of their 

interests and Greenspun remained available to Integral as a 

consultant. 

In July 2020 the City found no material change of control 

at Integral and allowed Integral to continue participating in the 

permitting process to open a cannabis retail store. 

2. SweetFlower’s Petition/Complaint 

In October 2020 SweetFlower filed a verified petition for 

writ of mandate pursuant to sections 1085 and/or 1094.5 and 

complaint for declaratory relief. In support of its petition, 

SweetFlower asserted the City had arbitrarily, and without 

substantial evidence, found Green Thumb’s acquisition of the 

Yemenidjians’ and Greenspun’s interests had not resulted in a 

material change of control at Integral. SweetFlower asserted 

substantially the same allegations to support its claim for a 

judicial declaration that, based on City rules, Integral’s material 
6

change in ownership during the permitting process disqualified it 

from its participation and rendered any and all cannabis-related 

permits it received null and void.

3

3. Integral’s Special Motion To Strike

Integral filed a special motion to strike the 

petition/complaint under section 425.16. Integral argued 

SweetFlower’s action arose from statements and writings made 

by Integral in connection with its application for cannabis-related 

City permits, protected speech or petitioning activity within the 

meaning of section 425.16, subdivision (e)(1) and (e)(2). In 

support Integral cited several paragraphs in the 

petition/complaint and its attached exhibits quoting statements 

Integral had made in its initial screening application and in its 

3

In addition to this lawsuit SweetFlower filed at least three 

other petitions for writs of mandate involving the City’s cannabisrelated permit decisions. (See Super. Ct. L.A. County 

no. 20STCP00038 [challenging the City’s denial of SweetFlower’s 

own conditional use permit application] (the SweetFlower permit 

action); Super. Ct. L.A. County no. 20STCP01048 [challenging 

the City’s approval of a conditional use permit for Harvest of 

Pasadena LLC, a SweetFlower competitor] (the Harvest action); 

Super. Ct. L.A. County no. 20STCP01456 [challenging the City’s 

approval of a conditional use permit for Integral] (the Integral 

permit action).)

SweetFlower dismissed its appeal from the judgment 

entered against it in the SweetFlower permit action (case 

no. B312571). Integral has appealed from the trial court’s orders 

denying the special motions to strike it filed in the Integral 

permit action (case no. B308897); and Harvest has appealed from 

the trial court’s order denying its special motion to strike in the 

Harvest action (case no. B308645). 
7

responses to City inquiries following Green Thumb’s acquisition, 

primarily that Yemenidjians and Greenspun continued to be 

involved in the operations of Integral in some meaningful 

capacity even after Green Thumb’s acquisition of their interests. 

Integral argued these statements—protected activity—formed 

the basis of SweetFlower’s claims. Integral also argued 

SweetFlower could not demonstrate its action had even minimal 

merit. 

In its opposition SweetFlower argued its claims were 

directed to the City’s arbitrary and flawed decision that no 

material change of ownership and control at Integral had 

occurred. The statements highlighted in its petition/complaint 

supplied evidence relating to the City’s arbitrary and 

unsubstantiated nature of that finding, SweetFlower argued, but 

none of those statements was the wrong alleged. 

The trial court denied Integral’s special motion to strike, 

ruling the causes of action arose from the City’s decision

following an investigation, not protected speech or petitioning 

activity. Because Integral failed to carry its threshold burden to 

demonstrate the claims arose from protected speech or 

petitioning activity, the court denied Integral’s special motion to 

strike without addressing whether SweetFlower could 

demonstrate its claims had minimal merit. 

Integral filed a timely notice of appeal. (§§ 425.16,

subd. (i), 904.1, subd. (a)(13).) 
8

DISCUSSION

1. Governing Law and Standard of Review

Section 425.16, commonly known as the anti-SLAPP 

statute, makes available a special motion to strike certain 

meritless claims early in the litigation: “A cause of action against 

a person arising from any act of that person in furtherance of a 

person’s right of petition or free speech under the United States 

Constitution or the California Constitution in connection with a 

public issue shall be subject to a special motion to strike, unless 

the court determines that the plaintiff has established that there 

is a probability that the plaintiff will prevail on the claim.” 

(§ 425.16, subd. (b)(1); see Rand Resources, LLC v. City of Carson 

(2019) 6 Cal.5th 610, 619-620 [“[a] court may strike a cause of 

action only if the cause of action (1) arises from an act in 

furtherance of the right of petition or free speech ‘in connection 

with a public issue,’ and (2) the plaintiff has not established ‘a 

probability’ of prevailing on the claim”].)

Pursuant to section 425.16, subdivision (e), an “‘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, (3) any written or oral statement or writing 

made in a place open to the public or a public forum in connection 

with an issue of public interest, or (4) any other conduct in 

furtherance of the exercise of the constitutional right of petition 
9

or the constitutional right of free speech in connection with a 

public issue or an issue of public interest.” 

In ruling on a motion under section 425.16, the trial court 

engages in a now-familiar two-step process. “First, the defendant 

must establish that the challenged claim arises from activity 

protected by section 425.16. [Citation.] If the defendant makes 

the required showing, the burden shifts to the plaintiff to 

demonstrate the merit of the claim by establishing a probability 

of success.” (Baral v. Schnitt (2016) 1 Cal.5th 376, 384 (Baral); 

accord, Bonni v. St. Joseph Health System (2021) 11 Cal.5th 995, 

1009 (Bonni); Park v. Board of Trustees of California State 

University (2017) 2 Cal.5th 1057, 1061 (Park).) If the moving 

party fails to demonstrate that any of the challenged claims for 

relief arise from protected activity (the first step), the court 

properly denies the motion to strike without addressing the 

probability of success (the second step). (City of Cotati v. 

Cashman (2002) 29 Cal.4th 69, 80-81; Verceles v. Los Angeles 

United School Dist. (2021) 63 Cal.App.5th 776, 784.)

“A claim arises from protected activity when that activity 

underlies or forms the basis for the claim.” (Park, supra, 

2 Cal.5th at pp. 1062-1063; accord, Bonni, supra, 11 Cal.5th at 

p. 1009.) Thus, “[t]he defendant’s first-step burden is to identify 

the activity each challenged claim rests on and demonstrate that 

that activity is protected by the anti-SLAPP statute. A ‘claim 

may be struck only if the speech or petitioning activity itself is 

the wrong complained of, and not just evidence of liability or a 

step leading to some different act for which liability is asserted.’”

(Wilson v. Cable News Network, Inc. (2019) 7 Cal.5th 871, 884 

(Wilson); see Bonni, at p. 1009 [“[t]he defendant’s burden is to 

identify what acts each challenged claim rests on and to show 
10

how those acts are protected under a statutorily defined category 

of protected activity”]; Park, at p. 1060 [same].)

A motion pursuant to section 425.16 need not challenge an 

entire cause of action as pleaded in the complaint. (Bonni, supra, 

11 Cal.5th at p. 1010; Baral, supra, 1 Cal.5th at p. 382.) Rather, 

“courts should analyze each claim for relief—each act or set of 

acts supplying a basis for relief, of which there may be several in 

a single pleaded cause of action—to determine whether the acts 

are protected and, if so, whether the claim they give rise to has 

the requisite degree of merit to survive the motion.” (Bonni, at 

p. 1010; accord, Baral, at p. 395; Musero v. Creative Artists 

Agency, LLC (2021) 72 Cal.App.5th 802, 815; see Park, supra, 

2 Cal.5th at p. 1063 [in determining whether a claim arises from 

protected activity, “courts should consider the elements of the 

challenged claim and what actions by the defendant supply those 

elements and consequently form the basis for liability”].)

We review do novo an order granting or denying a special 

motion to strike under section 425.16. (Wilson, supra, 7 Cal.5th 

at p. 884; Park, supra, 2 Cal.5th at p. 1067.) 

2. The Court Properly Concluded SweetFlower’s Claims 

Did Not Arise From Protected Speech or Petitioning 

Activity 

Integral contends SweetFlower’s claims are based on 

documents Integral presented to the City in its initial screening 

application or in response to the City’s requests for further 

information concerning the change in ownership following 

Green Thumb’s acquisition of the Yemenidjians’ and Greenspun’s 
11

interests in Integral.4 Because those documents/statements were 

submitted to the City in connection with a matter before the City, 

by definition, Integral argues, they constitute acts in furtherance 

of the right to petition or free speech in connection with a public 

issue. (§ 425.16, subd. (e)(2); see Sugarman v. Brown (2021) 

73 Cal.App.5th 152 [documents filed with the Securities and 

Exchange Commission were protected petitioning and speech 

activity within the meaning of section 425.16, subdivision (e)(2).) 

Integral’s entirely accurate characterization of the 

documents Integral and SweetFlower submitted to the City as 

protected within the meaning of section 425.16, subdivision (e)(2), 

satisfies only part of the first step inquiry. As discussed, to be 

subject to a special motion to strike, the claim must arise from 

the protected activity. (§ 425.16, subd. (b)(1); see Wilson, supra, 

7 Cal.5th at p. 884 [the protected activity must itself be the 

wrong complained of and not just evidence of liability]; Park, 

supra, 2 Cal.5th at p. 1060 [same].) 

SweetFlower’s petition for writ of mandate alleged the 

City’s finding that no change of control at Integral had occurred 

was arbitrary and unsupported by the evidence. (See § 1085, 

subd. (a) [court issues a writ of mandate to compel compliance 

with the law by “any inferior tribunal, corporation, board, or 

4

Those documents submitted to the City, which are 

mentioned throughout the petition/complaint, include

(1) Integral’s initial screening application; (2) a June 6, 2019 

letter from Armen Yemenidjian; (3) an April 2020 written 

statement from Integral’s counsel; and (4) statements from 

Integral on May 6, 2020, June 17, 2020 and June 23, 2020 in 

response to the City’s request for further information. 

SweetFlower alleged Integral relied on Integral’s statements 

even when confronted with evidence of their falsity. 
12

person”].) Its claim for declaratory relief was essentially the 

same. The documentation cited throughout SweetFlower’s 

petition/complaint may well provide evidence relating to those 

claims, but neither the documents, nor the statements Integral’s 

agents made in them, are an element of those claims, let alone 

the basis for the City’s liability. In short, they are not the wrong 

alleged. (See Park, supra, 2 Cal.5th at p. 1068 [“Park’s complaint 

is ‘based on the act of denying plaintiff tenure based on national 

origin. Plaintiff could have omitted allegations regarding 

communicative acts . . . and still state the same claims’”]; Area 51 

Productions, Inc. v. City of Alameda (2018) 20 Cal.App.5th 581, 

596 [communications from the city “that led to and that followed” 

the alleged breach—the city’s refusal to issue a license—were 

“merely incidental to the asserted claims” against the city for 

breach, interference and unfair business practices]; cf. Rand 

Resources, LLC v. City of Carson, supra, 6 Cal.5th at pp. 622-623

[in claim for fraudulent misrepresentation, mayor and city 

officials’ statements are “themselves the ‘wrong[s] complained 

of’”]; City of Montebello v. Vasquez (2016) 1 Cal.5th 409, 425 

[distinguishing between complaints against a public entity for 

“acts of governance” preceding or following statements by 

government officials, which would not be subject to a special 

motion to strike, and a complaint against the officials based on 

their statements themselves, which could be].) 

Integral responds that, because SweetFlower’s 

petition/complaint alleged the City relied on Integral’s 

statements in reaching its decision, the City’s decision, and 

Integral’s statements, are “inextricably intertwined.” The 

Supreme Court has soundly rejected such attempts to conflate 

statements preceding a government decision with the challenge 
13

to the decision itself. (See Park, supra, 2 Cal.5th p. 1070 

[rejecting the university’s argument that “all aspects of its tenure 

process, including its ultimate decision, are inextricably 

intertwined protected activity”]; id. at p. 1060 [“a claim is not 

subject to a [special] motion to strike simply because it contests 

an action or decision that was arrived at following speech or 

petitioning activity, or that was thereafter communicated by 

speech or petitioning activity”]; see also Graffiti Protective 

Coatings, Inc. v. City of Pico Rivera (2010) 181 Cal.App.4th 1207, 

1211 (Graffiti Protective).)5 

Finally, relying on language in Rudisill v. California

Coastal Com. (2019) 35 Cal.App.5th 1062, 1075, a case decided by 

Division Two of this court, Integral contends that, by seeking an 

order setting aside the cannabis-related permits it received, 

SweetFlower’s petition/complaint is fundamentally a direct 

attack on its petitioning activity. (See ibid. [“[n]or did Petitioners 

seek an order directly affecting Real Parties in Interest’s 

participation in the government process underlying the 

government entities’ decisions (such as, for example, an order 

precluding Real Parties in Interest from submitting any further 

permits”].) At the threshold, SweetFlower’s request for an order 

to set aside the issuance of a permit, without more, does not 

make it subject to a special motion to strike. (See Shahbazian v. 

City of Rancho Palos Verdes (2017) 17 Cal.App.5th 823, 835; cf. 

5

That SweetFlower alleged Integral’s responses to City 

inquiries following Green Thumb’s acquisition were false, which 

the City would have discovered had it conducted any 

investigation, also does not alter our analysis. Integral is not 

being sued for its statements. Rather, SweetFlower sued the City 

for its governmental decision, the only alleged basis for liability. 
14

Graffiti Protective, supra, 181 Cal.App.4th at p. 1211.) And, 

whatever merit there may be to the implication in the Rudisill

dictum that a petition’s request for an injunction preventing 

further petitioning activity would necessarily subject the petition 

to a special motion to strike—a proposition about which we have 

serious doubts6—that is not the request here. The 

petition/complaint challenges the City’s decision following its 

finding; it does not seek an order or injunction prohibiting 

Integral from engaging in future petitioning activity.7

In sum, Integral did not carry its threshold burden to 

demonstrate SweetFlower’s claims arose from protected activity 

6 When considering whether a claim arises from protected 

speech or petitioning activity within the meaning of 

section 425.16, the focus is on the “‘“acts on which liability is 

based”’” (Bonni, supra, 11 Cal.5th at p. 1012, italics omitted), not 

the damages suffered (Renewable Resources Coalition, Inc. v. 

Pebble Mines Corp. (2013) 218 Cal.App.4th 384, 396) or any other 

type of remedy sought, including an injunction (see Guessous v. 

Chrome Hearts, LLC (2009) 179 Cal.App.4th 1177, 1187 [antiSLAPP motion is properly directed to a cause of action, not the 

relief sought; an “‘[i]njunction relief is a remedy, not a cause of 

action’”]; Marlin v. Aimco Venezia, LLC (2007) 154 Cal.App.4th 

154, 162 [same]; see generally Baral, supra, 1 Cal.5th at p. 395 

[anti-SLAPP motion is properly directed to “allegations of 

protected activity that are asserted as grounds for relief”; “[t]he 

targeted claim must amount to a ‘cause of action’ in the sense 

that it is alleged to justify a remedy,” italics omitted].) 

7

SweetFlower’s requests for judicial notice of the operative 

complaints Integral filed in other actions and the minutes of the 

November 1, 2021 Pasadena City Council meeting are denied as 

irrelevant. (See Bacoka v. Best Buy Stores, L.P. (2021) 

71 Cal.App.5th 126, 135.) 
15

under section 425.16. Accordingly, the trial court did not err in 

denying the special motion to strike. 

DISPOSITION

The trial court’s order denying Integral’s special motion to 

strike is affirmed. SweetFlower is to recover its costs on appeal. 

PERLUSS, P. J.

We concur:

SEGAL, J.

FEUER, J.