1 Filed 4/3/23 ; certified for publication 4/2 8 /23 (order attached)

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

FIRST APPELLATE DISTRICT

DIVISION TWO

WEST PUEBLO PARTNERS, LL C , Plaintiff and Respondent ,
v. STONE BREWING CO., LLC , Defendant and Appellant

. A 164022
( Napa County Super. Ct. No. 21CV000498 )

After a commercial tenant did not pay rent for several months during the pandemic , its landlord sued for unlawful detainer. The tenant argued it was excused from paying rent because COVID

- 19 regulations and business interruptions triggered a force majeure provision found in its lease. The trial court disagreed and granted the landlor d’s motion for summary judgment.
The trial court found that the force majeure provision only excused performance if the claiming party was unable to meet its obligations due to factors outside its control; but, because the tenant admitted during discovery it had the financial resources to pay rent during the period of the COVID

- 19 regulations but simply refused to do so, it could not invoke the force majeure provision.2 We affirm the judgment . The trial court correctly interpreted the force majeure provis ion here not to apply where the tenant had the ability to meet its contractual obligations but chose not to perform due to financial
constraints

. The tenant’s remaining arguments on appeal are unpersuasive. BACKGROUND
I.
Facts The landlord, W est Pueblo Partners, LL C ( W est Pueblo ) , is a four

member limited liability company that holds a single asset: the Borreo
b uilding ( the b uilding ) , located in downtown Napa. The tenant, Stone Brewing Co., LLC (Stone) , is a large beer brewing and retail corporation that, among other things, operates restaurants known as “brewpubs

. ”
B eginning in 2015, Stone began negotiating a lease (the l ease) with
W est Pueblo to use the b uilding for one of its new brewpub s

. The l ease was

e xecuted in May 2016 , and provided that W est Pueblo would deliver the
b uilding with certain improvements and that Stone would pay a base rent of $38,000 that would increase over the l ease’s 20

- year term. The l ease further provided that, absent special permission, “the Premises shall be used for a full service restaurant and brewery to include the sale of malt bevera ges for both on and off premise consumption events as well as the sale of [Stone’s]
merchandise

. . . . ” Among the provisions the p arties negotiated in the l ease was a force majeure provision. That provision states as follows: “ FORCE M AJEURE

. If either Party is delayed, interrupted or prevented from performing any of its obligations under this Lease, and such delay, interruption or prevention is due to fire, act of God, governmental act or failure to act, labor dispute, unavailability of materi als or any cause outside the reasonable control of that3 Party, then the time for performance of the affected obligations of the Party shall be extended for a period equivalent to the period of such delay, interruption or prevention. ” Stone took possessio n of the b uilding in January 2018

. 1 When COVID

19 emerged in early 2020, California and local government s imposed severe restrictions on Napa restaurants and businesses. From March 20 , 2020 , to May 18, 2020, Stone could not offer any on

- premises dining. From July 8 , 2020 , to September 2, 2020 , it could not offer indoor dining. From September
3 , 2020 , to October 19, 2020 , it was required to limit indoor dining to 25 percent capacity. That limitation was loosened to 50 percent from October
20 , 2020 , to November 15, 2020 , but regulations were again tightened to prohibit indoor dining from November 17 , 2020 , to December 15 , 2020

. From December 16, 2020, to January 24, 2021, Stone was banned from offering on

premises dining yet again. Those restrictions were then loosened to prohibit only indoor dining from January 25 , 2021 , to March 2, 2021. According to Stone, t hese restrictions were “devastat[ing]” to its operating profits. As Stone explained in a letter that requested a rent reduction from W est Pueblo : “As a result of the forced closure, we were faced with the business decision to lay off vast majority of our team members in order to minimize the financial losses we started to experience on day 1 of the imposed closure. With no known endpoint, we made the decision to continue to operate the business with a skeleton crew, not only as a service to the Napa community by offering donations to first responders and hospitals, but

1 Stone’s possession of the b uilding was delayed in part because of delays in renovation occasioned by the 2018 C amp F ire affecting Northern California ; Stone contends that these events are relevant to interpreting the force majeure provision and we discuss them in further detail below.4 also with the hope that we could retain a certain number of the management team through these uncertain times.” During the first year of the pandemic in 2020 , Stone argues that its monthly rent payments b ecame unsustainable based on the negative impact COVID

- 19 regulations had upon its business generally. Stone initially asked West Pueblo for rent relief, and later withheld rent for June and July 2020 , contending it was entitled to do so under the l ease’s force majeure p rovision

. Stone paid full rent through November 2020 , b ut again withheld rent for the months of December 2020 , January 2021, February 2021, and March 2021
based on the force majeure prov ision

. Stone’s failure to pay rent for these four months

— December 2020 through March 2021

— gave rise to this litigation. W est Pueblo ultimately issued a “ Five

- Day Notice to Pay Rent or Surrender Possession ” on March 23, 2021. Stone did not pay, and W est Pueblo filed an unlawful detainer action against Stone on April 6, 2021

. II. Motion for Summary Judgment The parties filed competing motions for summary judgment. W est Pueblo’s motion argued that Stone’s force majeure defense fails as a matter of
law because the undisputed facts showed that the COVID

- 19 government restrictions did not delay, interrupt, or prevent Stone from paying its rent. To the contrary, Stone con ceded during litigation that it had the ability to pay rent for the b uilding, and W es t Pueblo argued that a mere increase in expense or difficulty does not excuse a party’s obligation to perform under the force majeure p rovision

. On October 20, 2021, the trial court granted W est Pueblo’s motion for summary judgment, denied Stone’s motion for summary judgment, and5 denied various motions filed by Stone concerning allegedly improper discovery conduct by West Pueblo

. In granting W est Pueblo’s motion, the trial c ourt held that the force majeure p rovision was unambiguous: “In line with [ West Pueblo ’s ] position in the case, the court finds this plain language unambiguously means exactly what it says

— that

. . . the [ force majeure ] provision would apply to excuse Stone’s obligation only if the pandemic delayed, interrupted or prevented Stone’s payment of rent.” Applying that interpretation of the l ease , the c ourt held that the force majeure p rovision “ did not apply because Stone always maintained the ready ability to make the rental payments and simply made a financial decision not to” pay rent

. ( I talics added .)
The trial court concluded that there was no triable issue of material fact as to Stone’s ability to pay rent based on certain admissions Stone made
durin g discovery: “Stone [] repeated [ly] admi [tted] that it nevertheless had the financial resources to pay rent to [ W est Pueblo ] from December 202 0 to March 2021

. ” In ruling against Stone, the trial court explained: “Stone’s presentation of evidence reflecti ng that the [ force majeure ] events had a degree of negative financial impact on its business, where it admits it never lost the ability to pay rent, is simply insufficient to show a triable issue of fact as to delay, interruption or prevention of rent paym ents.” Stone timely appealed.
D ISCUSSION
I. Legal Standards Summary judgment is proper “if all the papers submitted show that there is no triable issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.” (Code Civ. Proc., § 437c,6 subd. (c).) A defendant seeking summary judgment “bears the burden of persuasion that there is no triable issue of material fact and that he is entitled to judgment as a matter of law. ” ( Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 850. ) A defendant meets this burden by showing th at plaintiff “has not established, and cannot reasonably expect to establish” an essential element of his claim. ( Saelzler v. Advanced Group 400 (2001) 25 Cal.4th 763, 768

. ) We review a grant of summary judgment de novo, which means we “decide independe ntly whether the facts not subject to triable dispute warrant judgment for the moving party as a matter of law.” ( Intel Corp. v.
Hamidi (2003) 30 Cal.4th 1342, 1348.) In deciding whether a material issue of fact exists for trial, we “consider all of the evidence set forth in the papers, except the evidence to which objections have been made and sustained by the court, and all inferences reasonably deducible from the evidence [

. ] ” (Code Civ. Proc., § 437c, subd. (c).)
When interpreting a contract, a court seeks to ascertain the mutual intent of the parties solely from the written contract so long as possible. (Civ. Code, § 1638.) The court considers the contract as a whole and interprets the language in context, rather tha n in isolation. (Civ. Code, § 1641.) And where the language is clear and explicit, and does not involve an absurdity, the plain meaning governs. (Civ. Code, § 1638.) In this same vein, the court “should avoid an interpretation which will make the contr act unusual, extraordinary, harsh, unjust or inequitable [citations], or which would result in an absurdity

. . . . ” ( Harris v. Klure (1962) 205 Cal.App.2d 574, 578.) But, “ ‘ W here the meaning of the words used in a contract is disputed,
the trial court must provisionally receive any proffered extrinsic evidence which is relevant to show whether the contract is reasonably susceptible of a7 particular meaning. [Citations.] Indeed, it is reversible error for a trial court to refuse to consider such extrins ic evidence on the basis of the trial court ’ s own conclusion that the language of the contract appears to be clear and unambiguous on its face. Even if a contract appears unambiguous on its face, a latent ambiguity may be exposed by extrinsic evidence whi ch reveals more than one possible meaning to which the language of the contract is yet reasonably susceptible. [Citations.]’ ” ( Wolf v. Superior Court (2004) 114 Cal.App.4th 1343, 1351 ( Wolf ) , as modified on denial of reh g. Feb. 19, 2004.)

“ The interpretation of a contract involves ‘ a two

- step process: “ First the court provisionally receives (without actually admitting) all credible evidence concerning the parties ’ intentions to determine ‘ ambiguity, ’ i.e., whether the
l anguage is ‘ reasonably susceptible ’ to the interpretation urged by a party. If in light of the extrinsic evidence the court decides the language is ‘ reasonably susceptible ’ to the interpretation urged, the extrinsic evidence is then
admitted to aid in the second step

— interpreting the contract. [Citation.] ” [Citation.] The trial court ’ s determination of whether an ambiguity exists is a question of law, subject to independent review on appeal. [Citation

. ] ’ ” ( Wolf , supra , 114 Cal.App.4th at p. 1351.)
II.
There is No Triable Issue of Fact as to Whether the Force Majeure Provision Excused Stone’s Rent Payments

. Stone argues the trial court erred in concluding it did not create a triable issue of material fact as to whether it was excused from performing its obligation to pay rent for the December 2020 through March 2021 period at
issue due an erroneous interpretation of the f orce majeure provision . In Stone’s view, the COVID

- 19 pandemic and its associated government closures

were force majeure events that excused or deferred its obligation to pay rent

.8 Stone offers three arguments in support of its position. First, Stone

argues the ordinary definitions of “delayed,” “interrupted,” or “prevented” are not synonymous with “unable to pay,” and that under its interpretation of
the se words , it was excused from performing under the l ease because of the

pan demic’s impact on its business

. Second, Stone argues that cases which
have interpret ed similar force majeure provisions have not imposed an “inability to pay” standard , but have found that a force majeure provision applied to delay the payment of rent where a force majeure event interfered
with a party’s operations or revenue

. Third, Stone contends that extrinsic
evidence demonstrates the parties understood the force majeure provision to encompass unforeseen events that ma ke “performance [more] difficult and expensive than the parties originally contemplated.” Stone points to the parties’ course of dealing involving construction delays occasioned by the C amp F ire and to the negotiation history of the force majeure opinion. We are unpersuaded by these arguments. A. Plain Meaning of the F orce M ajeure Provision We begin our analysis with the language of the force majeure provision itself. This provision states in pertinent part : “ If either Party is delayed, interrupted or prevented from performing any of its obligations under this
l ease , and such delay, interruption or prevention is due to [a force majeure

event ], then the time for performance of the affected o b ligations of the Par ty shall be extended for a period equivalent to the period of such delay, interruption or prevention .” As the trial court noted, “ T here is no dispute that the COVID

- 19 pandemic qualified as a [ force majeure ] event potentially implicating the [ force majeur e ] provision of the lease.” The only question then, is whether Stone’s performance of its obligation to pay rent was “delayed, interrupted, or9 prevented” by the COVID

- 19 pandemic and the related closure orders. During discovery, Stone admitted in responses to requests for admission that even though the brewpub operated at a loss , it was able to “and had the financial resources to pay rent to [ W est Pueblo] ” f or the months it withheld

rent under the force majeure provision

. Further, al though the brewpub operated at a loss, Stone ’s request s for admission responses admitted that it generated an overall profit in January and February 2021. 2 Stone argues however , that the terms “delayed, interrupted, or prevented” under the force majeure provision each have a distinct and ordinary meaning and cannot simply all mean “unable to pay ” in a literal

sense as the trial court held

. For example, Stone points to the Oxford English Dictionary’s definition of “delay” as “to hold back or slow down (a person or thing)” and “interrupt” as “to break the continuity of (something) in
time.” At the summary judgment hearing, the trial court agreed with Stone
that “ [ d ] elayed an d interrupted don’t mean unable, inability” and that “[t]hey have their own unique meaning that is not ambiguous.” However, even applying that definition, t he trial court determined that Stone was not delayed or interrupted in its ability to pay rent by i ts COVID

- related financial difficulties. The trial court contrasted Stone’s financial hardship with an interruption in the ability to make timely payment, such as a delay

2 Stone’s opening brief made no mention of these admissions. Its reply brief argued in a footnote that , prior to the subject motion, it amended its responses to deny that it made an overall profit in January or February 2021

. Any argument that we cannot rely on Stone’s prior admissions is waived as Stone failed to raise it in its opening brief . Even assuming it was not waived , Stone failed to seek leave to withdraw or amend its prior admissions purs uant to Code of Civil Procedure section 2033.300

. T hese matters are thus deemed “conclusively e stablished ” against Stone. (Code Civ. Proc. , § 2033.410, subd. (a).)10 in receiving a line of credit o r the post office’s failure to deliver a mailed check
on time

. We agree with the trial court’s reasoning . T he plain meaning of the force majeure provision does not support an interpretation that ties a party’s obligation to pay rent to its profitability or revenue stream instead of a delay or interruption caused by the force majeure event itself.
As our high court has held, where a contract contains a force majeure provision, the “mere increase in expense does not excuse the performance unless there exists ‘extreme and unreasonable difficulty, expense, injury, or loss involved.’ ” ( Butler v. Nepple (1960) 54 Cal.2d 589, 599.) This standard derives from the doctrin e s of impossibility and impracticability , which are common law defenses to contract performance. (See Oosten v. Hay Haulers Dairy Emp loyee & Helpers Union ( 1955) 45 Cal.2d 784 , 788 .) Although a force majeure provision is often included in a contract to s pecify which qualifying events will trigger its application , the qualifying event must have
still caused a party’s timely performance under the contract to “become impossible or unreasonably expensive.” ( Watson Laboratories, Inc. v. Rhone

Poulenc Rorer, Inc. ( C.D.Cal. 2001) 178 F.Supp.2d 1099, 1110, quoting Oosten , at p. 789.) As applied here, Stone ’s ability to pay rent must have been “delayed, interrupted, or prevented” by COVID

- 19 because timely performance would
have either been impossible or was made impracticable due to extreme and
unreasonabl e difficult y. There is no triable issue of fact as to this issue
because Stone admitted that it had the financial resources to pay rent to
W est Pueblo for the subject month s , even though the brewpub (a small component of Stone’s overall business) was operating at a loss. The mere fact that Stone was generating less revenue during this time period did not render its performance impossible or impracticab le , and the force majeure11 event therefore did not impair Stone’s ability to pay its rent. Stone merely argues that the force majeure event made it more costly to do so. Based on the plain meaning of the force majeure provision and the undisputed materia l facts in this case , the COVID

- 19 and the related closure orders did not delay, interrupt, or prevent Stone’s timely performance under
the l ease. B. Case Authorities Do Not Favor Stone’s Interpretation of the F orce Majeure Provision. We now turn to Stone’s next argument, that caselaw favors its interpretation of the force majeure provision

. W e preliminarily observe that
these cases are out

- of

- state decisions and supply persuasive authority only to the extent we find their reasoning convincing . (See LG Chem, Ltd. v. Superior Court (2022) 80 Cal.App.5th 348, 371.)
Stone primarily relies upon In re Hitz Restaurant Group (Bankr. N.D. Ill. 2020) 616 B.R. 374 ( Hitz ) , which it c haracteriz es as the “most analogous
case” with the facts there “ [bein g] nearly identical.” In that case , as a result of COVID

- 19 business closure orders made in Illinois, the tenant, Hitz , argued that “ rent is excused by the lease’s force majeure clause,” which provided relief if a triggering event “prevented or delayed, r etarded or hindered” Hitz from performing an obligation. ( Id . at pp. 376

– 3 77. ) The court concluded that the pandemic could be said to have caused the post

bankruptcy petition (ongoing) failure to pay

— at least in part

— because, even
had the restaurant re

- o pened, government restrictions would have prevented it from generating sufficient business to cover its rent obligation. ( Id. at

pp. 377

– 3 78 [“the [government] order was unquestionably the proximate cause of Debtor’s inability to pay rent, at least in part, because it prevented Debtor from operating normally and restricted its business to take

- out, curbside pick

- up, and delivery”].)12 We find Hitz distinguishable on its facts. Hitz involved a special purpose entity that ran a single restaurant that had already been placed into bankruptcy at the time of the litigation. ( Hitz , supra , 616 B.R. at p. 376 .)
There was thus no dispute as to the “Debtor’s inability to pay rent,” which the court acknowledged. ( Id

. at p. 377 , italics added .) Because the abilit y to pay rent was not disputed, the decision itself includes few facts, but a review of the docket 3 illustrates the circumstances of the debtor precluded it from paying rent altogether : the entirety of the debtor’s assets consisted of $6,000 in inventory at the restaurant, and $100 in cash ; the debtor could not operate
the restaurant and already owed over $60,000 in rent. Here, Stone is a large beer brewing and retail corporation with multiple operations, and more importantly, admitted that it maintained the ability to pay rent during the disputed months

. 4 The other cases Stone relies on are similar; each involves a trial court’s factual finding that a tenant was rendered unable to pay rent by the COVID

19 pandemic and thus was excused from ti mely payment by a lease’s force majeure clause. ( Morgan St reet Partners, LLC v. Chicago Climbing Gym Co. LLC , (N.D.Ill. Mar. 1, 2022) No. 20

- CV

- 4468, 2022 WL 602893 ; 1600 Walnut Corp. v. Cole Haan Co. Store (E.D.Pa. 2021) 530 F.Supp.3d 555 .) These cases turn not on the contested interpretation of a force majeure clause but rather on the particular facts presented by each case. In Morgan St reet Partners , the court found that the tenant s had “ offered uncontroverted evidence that

3 We grant W est Pueblo’s unopposed request to judicial ly notice the docket of Hitz pursuant to Evidence Code section 452, subdivision ( d)(2).

4 We also observe but do not rely upon the fact that the holding of Hitz has also been questioned as an “outlier” decision . (See 55 Oak St reet LLC v. RDR Enterprises, Inc. (Me. 2022) 275 A.3d 31 6, 324 , fn. 9 [“The approach taken in Hitz is an outlier and has not been followed elsewhere”].)13 the pandemic

— and the govern ment orders

— [were] the sole reason they could not pay rent to Plaintiff.” ( Morgan St reet Partners , at p. *5, italics added.)
And in 1600 Walnut Corp. , the court found that the government’s “ COVID

- 19 orders closing and restricting retail businesses are th e most obvious proximate cause of [the tenant’s] non
- performance.” ( Id . at pp. 558

– 559. )
H ere , by contrast, S tone made binding admissions that despite pandemic orders it had the ability to pay rent during the subject period. Thus, the “cause” of its nonpayment was not its inability to pay rent timely but its decision not to make payment.
A recent California case is more persuasive. In SVAP II I Poway Crossings, LLC v. Fitness International, LLC (2023) 87 Cal.App.5th 882 , a fitness center was unable to operate intermittently due to COVID

- 19 closure orders. ( Id . at p. 886 .) In opposition to summary judgment in the landlord’s breach of contract action , the fitness center argued that the force majeure provision in the lease temporarily excused it s obligation to pay rent. ( Id . at

p. 888 .) The Fourth District Court of Appeal affirmed the trial court’s grant of summary judgment to the landlord. ( I bid. ) Although the force majeure provi sion in that case included a n exclusion for any “failures to perform

. . . which can be cured by the payment of money,” the Fourth District independently held that there was also no evidence “that the pandemic and resulting government orders hindered Fitness’s ability to pay rent.” ( Id. at

p p. 892

– 893 .) With respect to impossibility and impracticability, the court similarly held that , “ N othing about the pandemic or resulting closure orders has made Fitness’s perfo rmance of its obligations to SVAP

— paying rent

— impossible.” ( Id. at p. 893 .) Indeed, “ G overnmental acts that merely make performance unprofitable or more difficult or expensive do not suffice to excuse a contractual obligation.” ( Id . at p. 895 .) We agre e.14 C. Since the F orce Majeure Provision is Unambiguous, We Need Not Consider Extrinsic Evidence to Aid Interpretation. As Wolf sets out, a court in interpreting a contract provisionally receives credible extrinsic evidence concerning the parties’ intentions to determine whether the contract language is reasonably susceptible to a party’s interpretation. ( Wolf , supra , 114 Cal.App .4th at p. 1351.) Stone proffers extrinsic evidence in support of its interpretation of the l ease’s force majeure provision. This evidence does not alter our conclusion that the provision is unambiguous and is not reasonably susceptible to Stone’s interp retation. For instance, with respect to Stone’s evidence about the parties’ course of dealing surrounding the C amp F ire, we conclude that this extrinsic evidence sheds little light on the application of the force majeure clause to the parties’ rent disput e

. 5 To elaborate, West Pueblo was obliged by the l ease to complete certain renovations and deliver the b uilding to Stone by a specified date; if delivery was delayed; Stone’s rent would be abated two days for each day of delay. At the time of the C amp F ire, Stone summarizes, W est Pueblo’ s “construction team was preparing [the b uilding] for Stone’s approaching tenancy

. But the Camp Fire had created smoky air

. . . w hile [W est Pueblo ] and its workers were free to continue working

— the government had not prohibited outdoor work

— the air quality made that work more difficult.” Stone states that it did not hold W est Pueblo accountable for delays in construction during this time because it recognized the C amp F ire as a force majeure event that “delayed, inter rupted, or prevented” construction work.

5 Various portions of the parties’ briefs, including their discussion of how the force majeure provision applied to the C amp F ire , are sealed. As a result, although we have considered the specific facts detailed in the briefs, we discuss them only generally in this opinion.15 Stone argues that the parties agreed to postpone W est Pueblo’s obligations there “even though there was no evidence that [W est Pueblo ] was, in fact, unable to perform.” First, we note that al though Stone argues th at the parties had agreed to apply the force majeure provision to the delay in construction caused by the C amp F ire, W est Pueblo disputes that it in fact discussed the applicability of
the force majeure provision to the C amp F ire with Stone in any detail a t that
time. T o what extent the parties agreed to apply the force majeure provision
to that event remains questionable. In any event, a s the trial court stated, it is undisputed that the words “delayed” and “interrupted” do not mean “unable to , ” and so the issue is not
whether W est Pueblo would have been able to continue construction if it was determined to do so. Along these lines, Stone argues that “[h]ad it offered its construction workers $1,000 per hour, there is little doubt [W est Pueblo ]
could h ave enticed them to complete the job on time.” This reasoning would
obviate the doctrine of impracticality, as any performance obligation short of an impossible one could be satisfied at sufficient expense . This is not the standard; rather, the C amp F ire created impracticable construction
conditions because it made the continuation of such work unreasonably difficult and hazardous for the workers. By contrast, as discussed above, the COVID

- 19 closure orders did not directly cause a delay or interruption in Stone’s ability to pay rent; rather, Stone admitted it had the ability to pay rent at all relevant times, and indeed its business made a profit during two of the disputed months. Stone’s ability to pay rent was therefore not made impracticable and is n ot comparable to the impracticability of continuing construction work during the hazardous C amp F ire

.16 In sum, Stone has failed to raise a triable issue of fact that it was delayed, interrupted, or prevented from paying rent due to COVID

- 19 and
the relate d closure orders.

DISPOSITION
The judgment is affirmed

. W est Pueblo shall recover its costs on appeal.17 _________________________ Van Aken , J.*

We concur:

_________________________ Stewart , P.J.

_________________________ Miller , J.

West Pueblo Partners, LLC v. Stone Brewing Co., LLC (A1 6 4022 )

* Judge of the San Francisco Superior Court, assigned by the Chief Justice pursuant to article VI, section 6 of the California Constitution.1 Filed 4/ 28 /23

CERTIFIED FOR PUBLICATION

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

FIRST APPELLATE DISTRICT

DIVISION TWO

WEST PUEBLO PARTNERS, LL C , Plaintiff and Respondent ,
v. STONE BREWING CO., LLC , Defendant and Appellant

. A 164022
( Napa County Super. Ct. No. 21CV000498 )

ORDER CERTIFYING OPINION FOR PUBLICATION

The opinion in the above

- entitled matter, filed on April 3, 2023, was not certified for publicat ion . For good cause, request for publication is granted. Pursuant to California Rules of Court, rules 8.1120 and 8.1105, the opinion in the above

- entitled matter is ordered certified for publication in the Official Reports.

Dated:

__________________ ____________________________ Stewart, P.J.2 Trial Court: Napa County Superior Court
Trial Judge: Hon. Victoria D. Wood
Attorneys for Defendant and Appellant : BraunHagey & Borden Stone Brewing Co., LLC Matthew Borde n Kory J. DeClark
Attorneys for Plaintiff and Respondent: Munger, Tolles & Olson West Pueblo Partners, LLC J acob M

. Rosen Ted G. Dane Gart h T. Vincent Stephen A. Hylas