# Ontario International Airport Authority v. Mag US Lounge Management LLC

> District Court, C.D. California · April 22, 2025

URL: https://www.frixlaw.com/law-library/cases/10850498

## Case

- **Court:** District Court, C.D. California
- **Decided:** April 22, 2025
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/10850498

## How later opinions describe it (automated extraction)

- holding that a series of written correspondence does not constitute a claim within the meaning of the GCA
- finding plaintiff's letter to be substantially compliant with the GCA

## Opinion text

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES — GENERAL ‘Q’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al

Present: The Honorable CHRISTINA A. SNYDER
Catherine Jeang Not Present N/A
Deputy Clerk Court Reporter / Recorder Tape No.
Attorneys Present for Plaintiffs: Attorneys Present for Defendants:
Not Present Not Present
Proceedings: (IN CHAMBERS) - PLAINTIFF CAVU EXPERIENCES
(AMER) LLC F/K/A MAG US LOUNGE MANAGEMENT
LLC’S MOTION FOR PARTIAL SUMMARY JUDGMENT
(Dkt. 114, filed on January 3, 2025)
DEFENDANT/PLAINTIFF ONTARIO INTERNATIONAL
AIRPORT AUTHORITY’S MOTION FOR PARTIAL
SUMMARY JUDGMENT (Dkt. 115, filed on January 3, 2025)
I. INTRODUCTION
On June 16, 2021, plaintiff Cavu Experiences (Amer) LLC, f/k/a MAG US Lounge
Management LLC (“plaintiff’ or “MAG” □ filed suit in this Court against defendant
Ontario International Airport Authority (“OIAA”’) in MAG US Lounge Management
LLC v. Ontario International Airport Authority, Case No. 2:21-cv-04909-CAS-RAOx
(“MAG 1”), for (1) breach of contract; (2) breach of the implied covenant of good faith
and fair dealing; and (3) declaratory relief. MAGI, dkt. 4. On February 4, 2022, MAGI
was dismissed for lack of subject matter jurisdiction. Dkt. 22. Thereafter, MAG
appealed to the Ninth Circuit. Dkt. 23.
On July 19, 2022, OIAA filed suit in San Bernardino County Superior Court
against MAG and Does 1-50 for (1) breach of contract; (2) breach of the implied
covenant of good faith and fair dealing; (3) common counts; and (4) declaratory relief.
See Ontario International Airport Authority v. MAG US Lounge Management LLC, Case

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al
No. 5:22-cv-01926-CAS-RAOx (“MAG II’), dkt. 1-1 (“OIAA Compl.”). On October 31,
2022, MAG removed MAG II to this Court. Id.
On December 14, 2022, the Ninth Circuit reversed the dismissal of MAG I, finding
that diversity of citizenship existed between the parties. MAG I, dkts. 27-28. MAGI
was thereafter reassigned to this Court. Dkt. 29. On December 29, 2022, MAG II was
transferred to this Court as a related case. dkt. 21.
On January 30, 2023, the Court granted MAG’s motion to consolidate MAG I and
MAG II. MAGI dkt. 47.
On March 4, 2024, MAG filed its first amended complaint, asserting five claims
for relief: (1) breach of contract; (2) breach of the implied covenant of good faith and fair
dealing; (3) declaratory relief; (4) fraudulent concealment; and (5) fraudulent
misrepresentation. Dkt. 78 (“FAC”). On March 18, 2024, OIAA moved to dismiss the
FAC’s fourth and fifth claims. Dkt. 81. On April 22, 2024, the Court granted OIAA’s
motion and granted MAG leave to amend. Dkt. 90.
On September 3, 2024, MAG filed its operative second amended complaint,
asserting six claims for relief: (1) breach of contract; (2) breach of the implied covenant
of good faith and fair dealing; (3) declaratory relief: (4) breach of mandatory duty under
California’s Public Records Act (“CPRA”), Cal. Gov't Code § 7920.000 et seg., pursuant
to Cal. Gov't Code § 815.6; (5) breach of mandatory duty based on OIAA’s Ethics Policy
and RFP Guidelines, pursuant to Cal. Gov't Code § 815.6; and (6) promissory estoppel.
Dkt. 101 (“MAG SAC”).
On January 3, 2025, MAG filed a motion for partial summary judgment. Dkt. 114
(“MAG MSJ’). On the same day, OIAA filed a motion for partial summary judgment.
Dkt. 115 (“‘OIAA MSJ”). On February 3, 2025, OIAA filed its opposition to MAG’s
motion. Dkt. 119 (“MAG Opp.”). On the same day, MAG filed its opposition to OIAA’s
motion. Dkt. 124 (“OIAA Opp.”). On February 18, 2025, MAG filed its reply, dkt. 128
(“MAG Reply’), as well as its response to OIAA’s statement of genuine disputes, dkt.
129 (“MAG SDF”). On the same day, OIAA filed its reply, dkt. 127 (“OIAA Reply”), as
well as its response to MAG’s statement of genuine disputes, dkt. 131 (“OIAA SDF’).
MAG filed evidentiary objections, to which OIAA filed a response. Dkts. 126, 130, 132.

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al
On March 10, 2025, the Court held a hearing. Presently before the Court are
MAG’s and OJAA’s cross-motions for summary judgment. Having carefully considered
the parties’ arguments and submissions, the Court finds and concludes as follows.
I. BACKGROUND
Unless otherwise noted, the Court references only facts that are uncontroverted and
to which evidentiary objections, if any, have been overruled.’
On June 20, 2018, MAG and OIAA “entered into a Common Use Airport Lounge
Concession Lease Agreement for Common Use Airport Loung[e] Concession and Car
Parking Services at Ontario International Airport” (the “Agreement”), with an effective
date of July 1, 2018, for a period of ten years, to commence on or about the date of the
opening of a second lounge or June 1, 2019, whichever was earlier. MAG SDF 4 1. The
Agreement provided that it could be terminated for “convenience” or in the event of a
default. Agreement §§ 2.4, 14.2.

To the extent the Court relies on evidence to which there has been an objection, the
Court has overruled the objection to that evidence. The Court overrules MAG’s
objection #8, see dkt. 130 at 9, because as OIAA’s Chief Financial Officer, John Schubert
states he has personal knowledge of the amounts paid and owed between the parties. The
Court also overrules MAG’s objection #4, see id. at 5, because Daniel Cappell offers
sufficient evidence as to his personal knowledge as to whether MAG engaged in financial
reconciliation. Further, the alleged inconsistencies between John Schubert’s 30(b)(6)
testimony and Daniel Cappell’s declaration are not “clear and unambiguous.” See
Yeager v. Bowlin, 693 F.3d 1076, 1080 (9th Cir. 2012) (“[T]he sham affidavit rule
should be applied with caution”). Finally, the Court overrules MAG’s objections to the
declaration of Norma Alley, see dkt. 126. As the “Clerk of Board of Commissioners...
responsible for maintaining OIAA’s official records and for responding to discovery
requests,” see dkt. 115-1 □□ she shows why she has personal knowledge regarding the
process for document maintenance and production. Further, the documents at issue,
which were prepared, maintained, and stored in OJAA’s ordinary course of business, fall
into the business records exception to the hearsay rule.

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al
Approximately one year after the Agreement was signed, while the initial
Agreement remained in effect, on August 17, 2020, OIAA issued a Request for Proposals
(“RFP”) seeking proposals from companies to provide car parking services. Id. §j 2.
Section 10.4 of the RFP provides, in pertinent part:
OIAA reserves the right to reject any or all [statements of qualifications
(“SOQs”)]; to waive any informality in the SOQs when doing so would be to the
advantage of OIAA: to reject any unapproved alternative SOQ(s): and to reject the
SOQ of any proposer who has previously failed to perform competently in any
prior business relations with the OIAA. The receipt of the SOQs shall not in any
way obligate the OIAA to enter into any agreement or any other contract of any
kind with any prospective proposer.
OIAA SDF 431. The RFP Guidelines state that after individual evaluators complete
their scoring sheets, “the [Evaluation] Committee will meet to discuss each proposal;
make any appropriate changes: document any change; and, individually assign Total
Scores for each submission.” Id. ] 33. The RFP Guidelines further state that
“Evaluation Committee members should feel comfortable with the justification and
defense of each proposal’s evaluation and scoring. Members may not concur on any
given point; however, this meeting is an opportunity for Evaluation Committee members
to discuss, for example, gross differences in evaluations.” Id. § 34. After the Evaluation
Committee’s initial round of scoring, MAG was the highest scoring bidder. Id. 36. The
Evaluation Committee then changed its scores, resulting in the contract being awarded to
another bidder, Parking Concepts, Inc. (“PCT”). Id. § 37.
Thereafter, OIAA entered into a contract with PCI to provide car parking and
shuttle bus services at Ontario International Airport (the “Airport’”), and this contract
went into effect on March 25, 2021 (though the parties agree it was signed on April 21,
2021). MAG SDF 4 3.
On April 15, 2021, OIAA sent MAG a notice of termination of the Agreement for
convenience pursuant to Sections 2.4 and 2.4.1. Id. 9/4. In this notice, OIAA stated
“both the Lounge Concession and the Car Parking Services at Ontario International

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al
Airport (ONT) under the MAG USA Agreement will terminate.” Dkt. 121-8. Section
2.4 provides, in pertinent part:
2.4 Termination. Except as set forth below, this Agreement may be terminated for
convenience by either party without cause, upon one year prior written notice to
the other party delivered in accordance with this Agreement; subject to the
following:
2.4.1 If the Authority provides the Concessionaire written notice of termination
more than one (1) year prior to termination date of the Term, the Authority shall
pay for the Concessionaire's unamortized portion of the (a) Concessionaire's
Improvement costs in the Assigned Area(s) listed on Exhibits A-1 and A-2 if the
Lounge Concession Services are being terminated, plus (b) unamortized portion of
Concessionaire's Car Parking Services Costs if the Car Parking Services are being
terminated, in each case on a straight line basis, ten (10) year amortization
schedule. Payment must be made to the Concessionaire within thirty (30) days of
the Authority's notice to terminate (“Termination Costs”).
Agreement § 2.4. The parties dispute whether OIAA validly terminated the Agreement
for cause on May 20, 2021, pursuant to Sections 14.1 and 14.2 of the Agreement. MAG
SDF 4 4. The parties agree, however, that OIAA did not terminate the Agreement
following one-year prior written notice to MAG on April 15, 2021 of its intent to effect
such termination for convenience. Id. § 5. OIAA contends that this was because
“{d]uring the wind-down of the parties’ relationship ... it quickly became clear to OJAA
that MAG was not honoring its obligations under the Agreement.” Id. According to
OIAA,
MAG (1) did not and would not return the $1,181,417 overpayment, (11)
would not reimburse OJAA the $486,994 in sales taxes OIAA paid on
MAG’s behalf, (111) would not remburse OIAA the $74,774.51 in utility
costs OIAA paid on MAG’s behalf, (iv) would not remit to OIAA the
$1,704,881 in baseline parking revenues that MAG owed to OJAA, (v)
would not remit to OIAA the $735,931 in pre-book parking revenues that
MAG owed to OJAA, and (vi) would not provide OIAA the information it

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al
needed to conduct a full and accurate financial reconciliation between the
parties.
Id. OIAA claims that based on these breaches, it properly terminated the Agreement for
cause. Id.
Following OIAA’s April 15, 2021, notice of termination of the Agreement, OIAA
did not make any payments to MAG. Id. § 6. The parties dispute whether “OIAA
frustrated MAG’s efforts to reconcile accounts by not meaningfully or clearly responding
or engaging.” Id. § 7. OIAA contends that “[i]t was OIAA, not MAG that consistently
sought to engage in financial reconciliation; and it was MAG, not OIAA, that refused to
provide the data necessary for such a reconciliation to occur.” Id.
MAG did not formally present a written claim for breach of Section 2.4’s notice
provision under the Government Claims Act (“GCA”), Cal. Gov't Code § 945.4. OIAA
SDF 1. However, in spring 2021, MAG and OJAA exchanged correspondence related
to the one-year notice period, and on April 30, 2021, O[AA’s Chief Commercial Officer,
Daniel Cappell (“Cappell’”), wrote to MAG “to [i]nquire if MAG would be open to a
conversation reference a buyout of the 12 month termination period over and above the
Capital Expenditure re1mbursement,” which would be “under the settlement
communications provisions of the California Evidence Code.” Id, As noted above,
MAG filed its original complaint against OIAA on June 16, 2021, and its second
amended complaint on September 3, 2024, after this case was remanded to this Court. Id.
§|2. The second amended complaint was the first pleading to assert a claim for breach of
Section 2.4’s notice provision. Id.
Il. LEGAL STANDARD
Summary judgment is appropriate where “there is no genuine dispute as to any
material fact and the movant is entitled to judgment as a matter of law.” Fed. R. Civ. P.
56(a). The moving party bears the initial burden of identifying relevant portions of the
record that demonstrate the absence of a fact or facts necessary for one or more essential
elements of each claim upon which the moving party seeks judgment. See Celotex Corp.
v. Catrett, 477 U.S. 317, 323 (1986).

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al
If the moving party meets its initial burden, the opposing party must then set out
specific facts showing a genuine issue for trial in order to defeat the motion. Anderson v.
Liberty Lobby, Inc., 477 U.S. 242, 250 (1986): see also Fed. R. Civ. P. 56(c), (e). The
nonmoving party must not simply rely on the pleadings and must do more than make
“conclusory allegations [in] an affidavit.” Lujan v. Nat’] Wildlife Fed’n, 497 U.S. 871,
888 (1990): see also Celotex, 477 U.S. at 324. Summary judgment must be granted for
the moving party if the nonmoving party “fails to make a showing sufficient to establish
the existence of an element essential to that party’s case, and on which that party will
bear the burden of proof at trial.” Celotex, 477 U.S. at 322; see also Abromson v. Am.
Pac. Corp., 114 F.3d 898, 902 (9th Cir. 1997).
In light of the evidence presented by the nonmoving party, along with any
undisputed facts, the Court must decide whether the moving party is entitled to judgment
as a matter of law. See T.W. Elec. Serv., Inc. v. Pac. Elec. Contractors Ass’n, 809 F.2d
626, 631 & n.3 (9th Cir. 1987). When deciding a motion for summary judgment, “the
inferences to be drawn from the underlying facts . . . must be viewed in the light most
favorable to the party opposing the motion.” Matsushita Elec. Indus. Co. v. Zenith Radio
475 U.S. 574, 587 (1986) (citation omitted); Valley Nat’] Bank of Ariz. v_ ALE.
Rouse & Co., 121 F.3d 1332, 1335 (9th Cir. 1997). Summary judgment for the moving
party is proper when a rational trier of fact would not be able to find for the nonmoving
party on the claims at issue. See Matsushita, 475 U.S. at 587.
IV. DISCUSSION
Although the parties have asserted multiple grounds for seeking summary
judgment, the crux of their dispute arises from the fact that OIAA terminated the
Agreement with MAG for convenience on April 15, 2021, but did not terminate the
Agreement for cause until May 20, 2021. The central issue in this case appears to be
whether OJAA acted properly when it awarded a new contract to a different parking
concessionaire, PCI, with an effective date of March 25, 2021, or whether OIAA’s entry
into a contract with PCI was a breach of the Agreement with MAG.
OIAA moves for summary judgment on: (1) MAG’s claim for breach of contract
based on Section 2.4’s notice provision; (2) MAG’s claim for breach of mandatory duty
pursuant to the CPRA; (3) MAG’s other claims for breach of mandatory duty; and (4)

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al
MAG’s claim for promissory estoppel. OIAA MSJ at 1-2. MAG moves for summary
judgment on (1) MAG’s claim for breach of contract, including three separate breaches;
(2) OIAA’s claim for breach of contract; (3) OIAA’s claim for breach of the implied
covenant of good faith and fair dealing; and (4) OIAA’s claim for common counts. MAG
MSJ at 11. The Court discusses each claim in turn.
A. OJAA’s MSJ
1. MAG’s Breach of Contract Claim Based on Section 2.4’s Notice
Provision
OIAA first moves for summary judgment on MAG’s breach of contract claim
based on OIAA’s alleged failure to provide one-year notice of termination under Section
2.4 of the Agreement. According to MAG, after OIAA terminated for convenience, it
was required to comply with a one-year notice of termination period, and not terminate
MAG’s contract until April 19, 2022.
OIAA argues that MAG’s breach of contract claim based on Section 2.4’s notice
provision fails because MAG failed to comply with the GCA. OIAA MSJ at 8. OIAA
argues that MAG never presented this claim to OIAA for consideration and that any
letters exchanged between the parties were insufficient to properly make a claim. Id. at
11. Even if the letters were adequate to comply with the GCA, OIAA argues that MAG
failed to timely assert the claim in a lawsuit within two years of its accrual, as required by
the GCA. Id. at 14. OIAA lastly contends that MAG not only omitted this claim and
damages category from its complaint and first amended complaint, but also its Rule 26
Initial Disclosures, which have not been updated. Id.
In opposition, MAG argues that OIAA knew about Section 2.4’s one-year notice of
termination requirement in the months leading up to MAG filing the lawsuit, and even
retained counsel to propose buying out its obligations under the notice provision before
choosing to breach it. OLAA Opp. at 14. MAG therefore argues that it substantially
complied with the GCA. Id. at 15. MAG asserts that OIAA sent MAG notice in April
2021 that proposed extending the 30-day notice of termination period to 90 days: MAG
replied, rejecting the proposal and observing that the Agreement provides for one-year
notice; and OIAA responded, stating that it agreed to the one-year notice period. Id. at
15-16. Then, MAG asserts, on April 30, 2021, OIAA tried again to shorten it, proposing

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al

a buyout of the notice period with the advice of counsel. Id. On May 7, 2021, according
to MAG, OIAA repeated the buyout proposal for the “remaining 12-month notice
period.” Id. Additionally, MAG argues that this claim is timely, because the breach
arises out of the same conduct set out in the complaint, and thus relates back to the
original complaint’s filing date under Federal Rule of Civil Procedure 15. Id. at 17.
In reply, OIAA contends that MAG did not substantially comply because there
“was not compliance with any of the [GCA Section 910] requirements, let alone some
compliance with all of them.” OIAA Reply at 3. OIAA asserts that the GCA must be
satisfied even if the public entity has actual knowledge of facts that might support a
claim. Id. at 4. Separately, OIAA argues that MAG did not make a “claim as presented,”
and does not even argue that it did so, as MAG cannot point to any communication in
which it put OIAA on notice that it was filing this claim or that litigation would result if
the issue was not resolved. Id. at 5-6. In regard to timeliness, OIAA asserts that in order
to relate back, a new contract claim must arise from the same contract provision at issue
in the prior pleading, whereas here, MAG’s claim under Section 2.4’s notice provision
arises from a different provision and occurred at a different time. Id. 7-8.
The GCA requires that a party seeking to recover money damages from a public
entity or its employees must submit a claim to the entity before filing suit in court,
generally no later than six months after the cause of action accrues. Cal. Gov't Code §§
905, 911.2, 945.4, and 950.2. Timely claim presentation is not merely a procedural
requirement but is an element of the plaintiffs claim for relief. Shirk v. Vista Unified
School District, 42 Cal. 4th 201, 209 (2007). A plaintiff may sue the public entity and its
employees in court only after the entity has acted upon or is deemed to have rejected the
claim. Id.; see Mangold v. California Public Utilities Commission, 67 F.3d 1470, 1477
(9th Cir. 1995) (“The California Tort Claims Act requires, as a condition precedent to suit
against a public entity, the timely presentation of a written claim and the rejection of the
claim in whole or in part.”). The California Supreme Court has held that the claims filing
requirements of the GCA apply to both tort and contract claims. City of Stockton v.
Superior Court, 42 Cal. 4th 730, 738-41 (2007).
“Substantial compliance” with the GCA will also suffice to enable plaintiffs to
state a claim for relief against a public entity. “The test for substantial compliance is
whether the face of the filed claim discloses sufficient information to enable the public

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al
entity to make an adequate investigation of the claim's merits and settle it without the
expense of litigation.” Connelly v. County of Fresno, 146 Cal. App. 4th 29, 38 (2006).
So long as these purposes are effectuated, the statutory requirements “should be given a
liberal construction to permit full adjudication on the merits.” Stockett v. Ass'n of Cal.
Water Agencies Joint Powers Ins. Auth., 34 Cal. 4th 441, 449 (2004) (quoting Minsky v.
City of Los Angeles, 11 Cal. 3d 113, 123 (1974)). Additionally, Government Code
Section 911 establishes that “[a]ny defense as to the sufficiency of the claim based upon a
defect or omission in the claim as presented is waived by failure to give notice of
insufficiency with respect to the defect or omission as provided in Section 910.8].|” A
“document constitutes a ‘claim as presented’... if it discloses the existence of a claim
which will result in a lawsuit against the entity if it is not satisfactorily resolved.” Green
v. State Ctr. Cmty. Coll. Dist., 34 Cal. App. 4th 1348, 1355 (1995) (citing Phillips v.
Desert Hosp. Dist., 49 Cal. 3d 699, 705 (1989)).
The Court acknowledges that courts have differed in their interpretation of the
presentation requirement of the GCA. Some courts have narrowly construed the GCA to
find that correspondence cannot constitute “substantial compliance” or a “claim as
presented.” See. e.g., Dilts v. Cantua Elementary Sch. Dist., 189 Cal. App. 3d 27, 35-36
(Ct. App. 1987) (holding that a series of written correspondence does not constitute a
claim within the meaning of the GCA); Olson v. Manhattan Beach Unified Sch. Dist., 17
Cal. App. Sth 1052, 1062 (Ct. App. 2017) (holding that a letter notifying a public entity
of a breach of contract is not a “claim as presented” because it did not “threaten litigation
if the contractual breaches are not remedied”). Other courts, by contrast, have found
correspondence to either be substantially compliant with the GCA or to otherwise
constitute a “claim as presented” pursuant to Section 911, triggering the public entity’s
duty to notify the claimant of the technical deficiencies. See, e.g., Gen. Sec. Servs.
Corp. v. Cnty. of Fresno, 815 F. Supp. 2d 1123, 1140 (E.D. Cal. 2011) (finding plaintiff's
letter to be substantially compliant with the GCA); All. Fin. v. City & Cnty. of San
Francisco, 64 Cal. App. 4th 635, 647 (1998) (“A communication to the public entity that
a claim has accrued and that the claimant intends to enforce it suffices, even though the
communication fails to notify the public entity that a lawsuit is imminent.”).
The Court finds the cases construing the provisions of the GCA to permit
correspondence to comply with its provisions to be more persuasive, as indicated in its
February 13, 2023 order. See dkt. 51. In Foster v. McFadden, 30 Cal. App. 3d 943, 948

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al
(Ct. App. 1973), the California Court of Appeal found that the plaintiffs letter
“performed the function of a claim” because it “accomplished the two principal purposes
of a sufficient claim” by affording the public entity the “opportunity to make a prompt
investigation of the accident occasioning the letter” and giving the public entity the
“opportunity to settle without suit, if it so desired.” Foster, 30 Cal. App. 3d at 948.
Foster was described as “directly [o]n point” by the California Supreme Court in Phillips,
49 Cal. 3d at 710.
Here, the Court finds that undisputed facts demonstrate that the GCA’s notice of
claim requirements were satisfied by the parties’ correspondence in April and May 2021.
Accordingly, the Court applies “a liberal construction [of the GCA] to permit full
adjudication on the merits.” Stockett, 34 Cal. 4th at 449. Specifically, the Court finds
that correspondence between Cappell and MAG’s Chief Executive Officer, Martin Jones
(“Jones”), qualifies as a “claim as presented” as a matter of law. See Simms v. Bear
Valley Cmty. Healthcare Dist., 80 Cal. App. 5th 391, 401, n.3 (2022) (holding that the
determination of whether a letter is a claim under the GCA 1s a question of law). After
back-and-forth correspondence between the parties regarding the length of the notice
period under Section 2.4, Cappell wrote the following to Jones on April 30, 2021:
Thank you for your letter April 26% 2021, prior to responding, I am writing to
enquire if MAG would be open to a conversation reference a buyout of the 12
month termination period over and above the Capital Expenditure rermbursement.
If MAG are interested in having a discussion please advise times that are suitable
for you, and if not, please confirm in order that we can respond to your letter.
Possible discussions about a buyout would be under the settlement
communications provisions of the California Evidence Code we earlier identified
on this matter.
Dkt. 124-18 at 74. Cappell confirmed in his deposition that he had “legal input” when
writing this proposal. Id. at 53. On May 7, 2021, Cappell sent a letter to Jones that
referenced the buyout proposal again, stating that OIAA “will facilitate buyout
discussions post May 19", 2021.” Dkt. 124-20 at 24. Additionally, in response to
MAG’s request for admissions on May 1, 2023, OIAA denied that MAG submitted a
“claim” under the GCA, but “admit|ted] that OIAA investigated the facts and positions

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al

set forth in correspondence between OJAA and MAG that occurred prior to MAG’s
[filing of the lawsuit].” Dkt. 114-7 at 11.
Viewing this evidence in the light most favorable to OIAA, the Court finds that
MAG’s correspondence “performed the function of a claim,” because it accomplished the
GCA’s purposes: it gave OIAA the opportunity to investigate its compliance with Section
2.4’s notice provision and gave OJAA the opportunity to settle. See Foster, 30 Cal. App.
3d at 948. OJAA admitted that it investigated the “facts and positions” of the spring 2021
correspondence, which included discussion of the length of the notice period and buyout
proposal. Further, Cappell’s responses to Jones demonstrate that OIAA had the
opportunity to settle this dispute without tral, as OIAA itself explicitly requested
“discussions about a buyout... under the settlement communications provisions of the
California Evidence Code.” It is further undisputed that O[AA did not notify MAG that
its correspondence might have been deficient under the GCA, thereby waiving any
defense that there were deficiencies pursuant to Section 911. Accordingly, the Court
finds that summary judgment in OIAA’s favor is not appropriate on the grounds of
deficient compliance with the GCA, because MAG complied with the GCA as a matter of
law. See Stockett, 34 Cal. 4th at 446 (“As the purpose of the claim is to give the
government entity notice sufficient for it to investigate and evaluate the claim, not to
eliminate meritorious actions, the claims statute should not be applied to snare the
unwary where its purpose has been satisfied.”’) (citations and quotations omitted).
At oral argument, counsel for OIAA cited La v. San Mateo Cnty. Transit Dist., No.
14-CV-01768-WHO, 2014 WL 6682476, at *6 (N_D. Cal. Nov. 25, 2014) and AIL Fin.,
64 Cal. App. 4th at 647, as standing for the proposition that before a claim can be
presented, the dispute between the parties must be ripe. Although these cases discuss
ripeness, they do not appear to support OIAA’s argument. In La, the letter offered to
prove compliance with the GCA’s presentation requirement was found not to be
sufficient because it “did not concern [plaintiff's] potential legal claims against
defendants,” but merely requested documentation. La, 2014 WL 6682476, at *6.
Further, the Court based its decision on the fact that “[a]t no point during the course of
this correspondence did [plaintiff] convey to [defendant], either explicitly or implicitly,
that a claim for monetary damages exists and that litigation may ensue, or that a claim is
ripe and that litigation can be expected if the matter is not resolved.” Id. (citations
omitted). The use of the term “or” suggests that ripeness is not a prerequisite in all

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al
instances. As for All. Fin., although the California Court of Appeal found that the claim
at issue was ripe, the case does not appear to stand for OIAA’s asserted proposition. In
fact, in All. Fin., the letter was found to be sufficient as a “claim as presented” because it
“communicate[d] a basis for a lawsuit and communicate[d] an intent to sue—at some
time—if the claim is not resolved. [The California Supreme Court’s decision in] Phillips
requires no more.” All. Fin., 64 Cal. App. 4th at 648. Accordingly, the Court is not
persuaded by OJAA’s argument that the correspondence over Section 2.4’s notice
provision, as well as Section 5.1.10 (see Part IV(B)(1)(a)), fails under the GCA because
the disputes were unripe at the time.
Separately, at oral argument, counsel for OIAA cited Gen. Sec. Servs. Corp., 815
F. Supp. 2d at 1138, to assert that the correspondence between the parties did not
sufficiently threaten litigation. However, the correspondence regarding Section 2.4’s
notice provision expressly referenced settlement discussions, and the correspondence
regarding Section 5.10.1, written by MAG’s attorneys, effectively stated that OIAA
would be in breach if it awarded the new contract to PCI, after O[AA notified MAG that
it intended to do so. See dkt. 124-18 at 74; dkt. 121-6 at 5. Moreover, “a communication
to the public entity that a claim has accrued and that the claimant intends to enforce it
suffices, even though the communication fails to notify the public entity that a lawsuit is
imminent.” All. Fin., 64 Cal. App. 4th at 647.
Turning to OIAA’s argument about the timeliness of MAG’s filing suit for breach
of Section 2.4’s notice provision, the Court finds that the claim at issue relates back to the
conduct alleged in MAG’s original complaint. “An amendment to a pleading relates back
to the date of the original pleading when... the amendment asserts a claim or defense that
arose out of the conduct, transaction, or occurrence set out--or attempted to be set out--in
the original pleading.” Fed. R. Civ. P. 15(c)(1)(B). “To relate back, the original and
amended pleadings [must] share a common core of operative facts so that the adverse
party has fair notice of the transaction, occurrence, or conduct called into question. The
relation back doctrine of Rule 15(c) is liberally applied.”. ASARCO, LLC v. Union Pac.
R. Co., 765 F.3d 999, 1004 (9th Cir. 2014) (quotations and citations omitted).
The Court finds that MAG’s claim that OIAA breached Section 2.4’s notice
provision arises from the same conduct set out in the original pleading, which asserted
that OIAA breached Section 2.4 by failing to pay termination costs, 1.e., MAG’s capital

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al
expenditures, by May 19, 2021. Dkt. 49 37. Plainly, and applying Rule 15(c)
“liberally,” both breaches arise from OJAA’s termination of the Agreement. See Fin.
Indem. Co. v. Messick, No. 2:21-CV-01585-DAD-AC, 2023 WL 2696779, at *5 (E.D.
Cal. Mar. 29, 2023) (concluding that the plaintiff's reformation of contract claim arose
out of the same conduct set forth in the original pleading when the original complaint
sought declaratory relief under the same insurance contract involving the same parties).
Accordingly, because the original complaint was timely filed on June 16, 2021, the Court
finds that pursuant to Rule 15(c), MAG’s claim for breach of Section 2.4’s notice
provision, included in its SAC on September 3, 2024, relates back to the original
complaint and should be deemed to be timely. Therefore, summary judgment is not
appropriate on these grounds.
Finally, the Court considers OJAA’s assertion that MAG failed to supplement its
Rule 26 Initial Disclosures with its claim for $3.2 million in lost profits, which it now
seeks in damages resulting from the breach of Section 2.4’s notice provision. It appears
that OIAA makes this argument in support of its assertion that MAG failed to comply
with the GCA. It is unclear, however, if OL[AA moves to exclude evidence of MAG’s
lost profits damages on this basis. Regardless, it appears to the Court that, despite
failure to supplement its Initial Disclosures, MAG filed its SAC on September 3,
2024, when discovery was ongoing. The Advisory Committee notes to Rule 26(e)
explain that there is “no obligation to provide supplemental or corrective information that
has been otherwise made known to the parties in writing or during the discovery
process.” Accordingly, the Court finds that the supplemental information requested
here—that MAG seeks $3.2 million in lost profits damages, in addition to its original
damages claim—was made known to OJAA in writing by the filing of MAG’s SAC.
Therefore, supplemental disclosure was not required by Rule 26(e).
2. MAG’s Claim for Breach of Mandatory Duty Under the CPRA
OIAA seeks summary judgment on MAG’s breach of mandatory duty claim under
the CPRA. According to MAG, after OJAA awarded the new contract to PCI, MAG
requested records of the RFP scoring process under the CPRA to protest the award of the
contract to PCI. OIAA argues that MAG’s claim for breach of mandatory duty under the
CPRA fails because (1) it is untimely; (2) the exclusive remedy for CPRA violations is
the writ of mandamus; (3) the CPRA does not impose mandatory, non-discretionary

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al
duties; and (4) it was not designed to protect against commercial injuries. OIAA MSJ at
16-20.
In opposition, MAG argues that its non-contract claims are timely. OIAA Opp. at
19. MAG contends that it did not discover that OIAA withheld responsive CPRA
documents until OIAA produced them in December 2023 and January 2024. Id. at 20.
Additionally, MAG argues that its non-contract claims relate back to the references to a
“sham RFP” in its original complaint, which was promptly amended after MAG
discovered that OIAA withheld documents. Id. at 20-21. MAG then argues that the
CPRA imposes mandatory duties, as it states that an agency “shall” determine whether a
request seeks copies of disclosable public records, notify the requester, and respond to
denied requests in writing. Id. at 21 (citing Cal. Gov't Code §§ 7922.535(a),
7922.540(c)). Next, MAG asserts that the writ of mandamus is not the exclusive remedy
for CPRA violations, and the CPRA does not conflict with § 815.6. Id. at 22. Finally,
MAG argues that its claim satisfies the CPRA’s purposes because MAG 1s a member of
the public that suffered a dignitary harm and seeks to expose OIAA’s practices. Id. at 24.
In reply, OIAA reiterates that MAG’s non-contract claims are untimely. OIAA
Reply at 9. Next, OIAA argues that the term “shall” in the CPRA does not show a
mandatory duty, pointing to other language in the statute that permits discretion. Id. at
11. OJAA asserts that MAG cites no case finding a mandatory duty in the CPRA. Id.
As a threshold matter, the Court finds that MAG’s non-contract claims are not
barred by the statute of limitations. “An otherwise time-barred claim in an amended
pleading is deemed timely if it relates back to the date of a timely original pleading.”
ASARCO, 765 F.3d at 1004. As MAG alleged in its original complaint that OIAA
conducted a “sham RFP,” see dkt. 4 § 4, the Court finds that MAG’s claims for breach of
mandatory duty and promissory estoppel arise from the same conduct alleged in the
original pleading. Therefore, the non-contract claims relate back to the timely-filed
claims under Rule 15(c) and are not barred by the statute of limitations.
Turning to MAG’s CPRA-based claim for breach of mandatory duty, the Court
finds that MAG’s claim for damages under § 815.6 is barred by Filarsky, in which the
California Supreme Court held that the CPRA was “the exclusive procedure for litigating
the issue of a public agency's obligation to disclose records to a member of the public in

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al
these circumstances.” Filarsky v. Superior Ct., 28 Cal. 4th 419, 423 (2002). Therefore,
MAG 1s barred from asserting this claim under § 815.6. Even if MAG attempted to assert
this claim under the CPRA itself, “[t]he CPRA's judicial remedy is limited to a
requestor's action to determine whether a particular record or class of records must be
disclosed.” Cnty. of Santa Clara v. Superior Ct., 171 Cal. App. 4th 119, 130 (2009).
Under the CPRA, a plaintiff is entitled “only to injunctive or declaratory relief and costs,
not monetary damages.” Bagdasaryan v. City of Los Angeles, No. 2:15-CV-01008-JLS-
KES, 2020 WL 2770193, at *14 (C.D. Cal. Feb. 4, 2020), report and recommendation
adopted, No. 2:15-CV-01008-JLS-KES, 2020 WL 2770689 (C.D. Cal. Mar. 24, 2020).
Because MAG seeks damages for this claim, see dkt. 101 § 74, and not injunctive or
declaratory relief, the Court finds that even if MAG asserted it under the CPRA, the
claim would not be cognizable. See also Hammerlord v. Filner, No. 11-CV-01564 JLS
NLS, 2013 WL 4046676, at *6 (S.D. Cal. Aug. 9, 2013) (dismissing CPRA claim for
monetary damages because “the CPRA does not provide for monetary damages”).
Accordingly, the Court finds that MAG’s CPRA-based claim for breach of
mandatory duty under § 815.6 fails as a matter of law. OJAA is therefore entitled to
summary judgment on this claim.
3. MAG’s Other Claims for Breach of Mandatory Duty
OIAA next moves on MAG’s other breach of mandatory duty claims. According
to MAG, the RFP scoring process that resulted in the contract award to PCI failed to
comply with mandatory duties imposed by the Ontario Municipal Code, OIAA’s Ethics
Policy, and OIAA’s RFP Guidelines. Specifically, MAG contends that OIAA’s
evaluators failed to fulfill their duties to act with integrity and score MAG’s proposal
solely on the published RFP evaluation criteria. OJAA argues that these claims fail
because (1) they are untimely; (2) the Ontario Municipal Code does not apply to OIAA;
(3) the Ethics Policy and RFP Guidelines are not “enactments” under § 815.6; and (4)
they were not designed to prevent MAG’s commercial injury. OIAA MSJ at 20-23.
In opposition, MAG argues that OIAA’s Ethics Policy is modeled on Ontario
Municipal Code § 2-6.03, and states that its employees are “required to exemplify high
standards of integrity... and are responsible to ensure that they conduct procurement
activity consistent with O[AA policy and procedures and applicable federal, state, local

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al
laws and regulations.” OIAA Opp. at 24. MAG contends that the Ethics Policy
mandates that OIAA employees comply with all California and Ontario laws, which
require any bidding process to be “honest” and be “seen to be honest.” Id. at 25 (citing
Advanced Real Est. Servs., Inc. v. Superior Ct., 196 Cal. App. 4th 338, 352 (2011)
(emphasis in the original)). Additionally, according to MAG, the Acknowledgement that
OIAA required its RFP evaluators to sign uses mandatory language to explain an
evaluator’s role, including that their evaluation “must be based on the published
evaluation criteria,” and not on outside influences. Id. Finally, MAG contends that these
documents are designed to protect the public, including the economic injury suffered by
MAG. Id. at 26.
In reply, OIAA contends that MAG’s arguments are irrelevant, because the Ethics
Policy and RFP Guidelines are not “enactments” under § 815.6. OIAA Reply at 13.
California Government Code § 815.6 establishes liability for violation of a
mandatory duty and provides:
Where a public entity is under a mandatory duty imposed by an enactment that is
designed to protect against the risk of a particular kind of injury, the public entity
is hable for an injury of that kind proximately caused by its failure to discharge the
duty unless the public entity establishes that 1t exercised reasonable diligence to
discharge the duty.
Cal. Gov't Code § 815.6. Courts apply a three-pronged test to establish a prima facie
basis for liability for the violation of a mandatory duty: “(1) An enactment must impose a
mandatory, not discretionary, duty; (2) The enactment must be intended to protect against
the kind of risk of injury suffered by the plaintiff; and (3) The breach of the mandatory
duty must be a proximate cause of the plaintiff's injury.” Sumner Peck Ranch, Inc. v.
Bureau of Reclamation, 823 F. Supp. 715, 726 (E.D. Cal. 1993): see also Haggis v. City
of Los Angeles, 993 P.2d 983, 987 (Cal. 2000) (“Section 815.6 requires that the
enactment at issue be obligatory, rather than merely discretionary or permissive, in its
directions to the public entity; 1t must require, rather than merely authorize or permit, that
a particular action be taken or not taken.”).
Here, the Court finds that MAG’s claims based on OJAA’s Ethics Policy and RFP
Guidelines fail at the first step of this test. MAG has not established that either of these

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al
authorities are “enactments,” defined as “a constitutional provision, statute, charter
provision, ordinance or regulation.” Cal. Gov't Code § 810.6. “This definition is
intended to refer to all measures of a formal legislative or quasi-legislative nature.”
Wilson v. Cnty. of San Diego, 91 Cal. App. 4th 974, 982 (2001). MAG has not
established that either the Ethics Policy or the RFP Guidelines are legislative or quasi-
legislative in nature. MAG appears to argue that the Ethics Policy requires all OIAA
employees to comply with all of California law, which includes a judicial decision,
Advanced Real Est. Servs., 196 Cal. App. 4th at 352, requiring that bidding processes are
“honest” and “seen to be honest.” OLAA Opp. at 24-25 (emphasis in the original).
However, this judicial decision is not an enactment, as it is not legislative or quasi-
legislative in nature. Accordingly, the Court finds that neither the Ethics Policy nor the
RFP Guidelines are enactments imposing mandatory duties under § 815.6. See also
Quiroz v. Cate, No. C 11-0016 LHK PR, 2012 WL 3236490, at *3 (N.D. Cal. Aug. 6,
2012) (finding that the California Department of Corrections and Rehabilitation
Operations Manual, Code of Conduct, and Code of Ethics “appear to be general
declarations of policy goals, and thus do not impose a mandatory duty within the
meaning of § 815.6”). This claim therefore fails as a matter of law and OIAA 1s entitled
to summary judgment.
4. MAG’s Claim for Promissory Estoppel
OIAA next moves on MAG’s promissory estoppel claim. According to MAG,
even if OIAA was entitled to award the new contract to PCI under the Agreement, OIAA
was estopped from doing so because MAG received the highest score in the proposal
evaluation process. OIAA argues that MAG’s promissory estoppel claim fails because
(1) MAG failed to timely present it to OIAA; (2) OIAA did not make a “clear and
unambiguous” promise to award the contract to the highest scoring bidder; (3) OJAA
retained discretion to award the contract to any bidder and change its initial scoring; and
(4) MAG was not the highest scoring bidder overall. OIAA MSJ at 23-25.
In opposition, MAG argues that OL[AA made a clear and definite promise to the
bidders when its RFP included “28 pages of details and over 100 pages of exhibits
regarding the criteria for the job of the winning bidder.” OIAA Opp. at 27. MAG then
distinguishes the instant case from cases where the public entity reserved its right to
reject all bids and in fact rejected all bids. Id. Additionally, MAG argues that whether or

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al

not it was the highest scoring bidder is a disputed issue. Id. at 26. The record shows,
according to MAG, that OIAA did not want to award MAG the contract and conspired to
“knowingly select the lowest scoring operator,” thereafter creating substitute scoring
sheets after announcing the award of the contract to PCI. Id.
In reply, OIAA distinguishes the authority relied upon by MAG, arguing that here,
there is no charter or statute that required OIAA to award the contract to the highest
scoring bidder. OIAA Reply at 14. Further, OJAA asserts that this was not a process
whereby bidders provided irrevocable proposals for specific dollar amounts, but was
rather a process where bidders provided unverified revenue projections. Id.
Promissory estoppel acts to make “a promise which the promisor should
reasonably expect to induce action or forbearance on the part of the promisee or a third
person and which does induce such action or forbearance” binding, if justice so requires.
Kajima/Ray Wilson v. Los Angeles Metro. Transp. Authority, 23 Cal. 4th 305, 310
(2000) (citation omitted). Under California law, promissory estoppel requires: “(1) a
promise clear and unambiguous in its terms; (2) reliance by the party to whom the
promise is made; (3) his reliance must be both reasonable and foreseeable; and (4) the
party asserting the estoppel must be injured by his reliance.” Laks v. Coast Fed. Sav. &
Loan Assn., 60 Cal. App. 3d 885, 890 (1976).
The Court acknowledges that in the context of bidding for public contracts, the
California Court of Appeal recognized a claim for promissory estoppel in Swinerton &
Walberg Co. v. City of Inglewood-L.A. Cnty. Civic Ctr. Auth., 40 Cal. App. 3d 98, 104
(1974), where the public entity awarded a public works contract to a bidder who was not
the “lowest responsible bidder.” However, in Swinerton, the public entity had
“Tc|learly... promised in its solicitation of bids to award the contract to the lowest
responsible bidder,” which established the first element of the plaintiffs claim: a clear
and unambiguous promise. See id. The public entity in Swinerton was also statutorily
required to award public contracts to the “lowest responsible bidder.” Id. at 105. Here,
by contrast, MAG has not identified a clear and unambiguous promise in the RFP to
award the contract to the highest scoring bidder. Instead of identifying such a promise,
MAG points to “28 pages of details and over 100 pages of exhibits.” OLAA Opp. at 27.
Therefore, the Court finds that, unlike the public entity in Swinerton, OIAA had not
clearly promised in its RFP to award the contract to the highest scoring bidder, let alone

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al
the highest scoring bidder in the initial scoring. Because there is no general implied
promise to award a contract to the lowest bidder (or as applied here, the highest scoring
bidder), see Pac. Architects Collaborative v. State of California, 100 Cal. App. 3d 110,
123 (1979), and MAG fails to identify a clear and unambiguous promise, MAG’s claim
for promissory estoppel fails as a matter of law.
B. MAG’s MSJ
1. MAG’s Breach of Contract Claim
MAG contends that OIAA breached the Agreement in its efforts to replace MAG
with PCI. MAG argues that it is entitled to summary judgment on the first three elements
of its breach of contract claim, that there was a contract, that MAG performed, and that
OIAA breached. MAG MSJ at 17. According to MAG, there is no genuine dispute as to
three breaches by OIAA: (1) that OIAA contracted with PCI for services governed by its
existing Agreement with MAG before the Agreement terminated, in violation of Section
5.10.1; (2) that OIAA did not provide MAG with one-year prior written notice as
required by Section 2.4 before terminating the Agreement; and (3) that OIAA did not pay
MAG termination costs owed pursuant to Section 2.4.1 of the Agreement. Id.
a. OIAA Contracting with PCI While Agreement in Effect
MAG argues that Section 5.10.1 of the Agreement prohibited OIAA from
contracting with other vendors for similar services, and that OIAA breached this portion
of the Agreement by awarding an RFP to PCI to operate car parking services MAG had
been providing, just three years into the ten-year term of the Agreement. Id. at 18. MAG
contends that “OIJAA effectively contracted with PCI on March 25, 2021,” when the
contract took effect. Id. at 18-19. On this date, MAG argues, its Agreement with OIAA
remained in force, as OIAA had not sent its terminal notice yet, and even if it had, the
Agreement would have subsequently terminated a year later. Id. at 19. MAG argues that
“OIAA’s premature and accelerated termination of the Agreement on June 20, 2021, also
came too late to avoid this breach.” Id.
In opposition, O[AA contends that MAG’s claim that OIAA breached on this basis
fails for three reasons: (1) MAG did not present this claim as required by the GCA; (2)
the PCI contract did not include the same car parking services that MAG was providing:

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al
and (3) by the time OJAA entered the contract with PCI, MAG had already breached the
Agreement, rendering Section 5.10.1 inoperative. MAG Opp. at 2-3.
In reply, MAG contends that each of these arguments fails. MAG Reply at 8-9.
MAG argues that it substantially complied with the GCA. Id. Because OIAA knew
about and investigated MAG’s contract claim, MAG argues, 1t cannot now argue that it
was not properly noticed. Id. MAG argues that Section 5.10.1 prohibits OIAA from
contracting with any other entity to perform similar services and that the services
contracted for in the OIAA-PCI contract are plainly similar. Id. at 13. MAG lastly
argues that it cannot have been in breach at the time of contracting because OJAA relies
on a letter dated May 13, 2021, which was almost two months after it entered into its
contract with PCI. Id.
As an initial matter, the Court finds that MAG complied with the GCA’s
presentation requirements for its PC]-related claim as a matter of law. See generally Part
IV(A)(1). Specifically, MAG’s Protest Letter, dated February 23, 2021, “performed the
function of a claim” because it “accomplished the two principal purposes of a sufficient
claim” by affording the public entity the “opportunity to make a prompt investigation of
the accident occasioning the letter” and giving the public entity the “opportunity to settle
without suit, if it so desired.” Foster, 30 Cal. App. 3d at 948. In pertinent part, the
Protest Letter sent to OIAA states as follows:
MAG’s existing contract also states that OIAA shall not contract with any other
entity to perform Car Parking Services provided by MAG. This therefore restricts
OIAA’s ability to switch providers of these services. It also significantly brings
into question the proposed start date and validity of the new PCI contract|.]
Dkt. 121-6 at 5. The letter was signed by MAG’s counsel. Id. at 7. The Court finds that
OIAA’s receipt of this information gave it the opportunity to investigate its compliance
with Section 5.10.1, and specifically warned OIAA that it would be in breach of this
provision if it moved forward with awarding the contract to PCI. Further, OIAA
admitted that it investigated the “facts and positions” of the spring 2021 correspondence,
which appears to have included the Protest Letter. The Protest Letter gave OIAA an
opportunity to settle this matter without trial because it attempted to avoid the breach in
the first place. Accordingly, the Protest Letter constitutes a claim as presented because it

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES — GENERAL ‘Oo’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al

was “written notice that a claim for monetary damages exists and that litigation may
ensue.” Phillips, 49 Cal. 3d at 709 (citations omitted).
Viewing these facts in the light most favorable to OIAA, the Court finds that it is
undisputed that the Protest Letter put OIAA on notice that a claim for monetary damages
would accrue if OIAA moved forward with the PCI contract and that MAG intended to
enforce that claim. It is also undisputed that the Protest Letter gave OIAA an opportunity
to investigate and settle this matter. Accordingly, the Court finds that summary judgment
as to the GCA presentation element of MAG’s claim is appropriate because MAG
complied with the GCA as a matter of law. See Shirk, 42 Cal. 4th at 209 (“Timely claim
presentation... is an element of the plaintiff's claim for relief.”); Simms, 80 Cal. App. 5th
at 401, n.3 (whether a letter is a claim under the GCA 1s a question of law).
The Court further concludes that to find that OIAA’s contract with PCI was an
event of breach, there must be no dispute of fact as to two issues: first, the Agreement
must have been in force at the ttme OIAA’s contract with PCI took effect, and second,
OIAA’s contract with PCI must have been for services similar to the services provided
for in the Agreement, such that it violated Section 5.10.1. OIAA disputes that either of
these conditions was established.
The Court concludes that the Agreement was in effect when OIAA contracted with
PCI, because MAG was not properly considered in breach of the Agreement at that time.
OIAA argues that MAG was already in breach because as of February 28, 2021, MAG
had not paid or rermbursed OIAA for the alleged overpayment, sales taxes owed by
MAG and paid by OIAA, utility costs owed by MAG and paid by OJAA, certain baseline
car parking revenues, and certain incremental pre-book car parking revenues. MAG Opp.
at 12. The Court finds this argument unavailing. OIAA contends that the reference date
of February 28, 2021 “is important, because it precedes by nearly a month the effective
date of OIAA’s parking contract with PCI.” Id. However, OIAA also states that it
communicated these alleged breaches to MAG in a letter dated May 13, 2021. Id. In this
letter, OIAA explained that failure to cure “will constitute a breach and default of the
Agreement by MAG.” Dkt. 121-10 at 2. The Court concludes that the May 13, 2021
letter’s forward-looking language makes clear that OIAA did not consider MAG already
in default. Additionally, pursuant to Section 14.1 of the Agreement, OIAA was permitted
to terminate for cause if “one or more of the following events of default occur,” with

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al
Section 14.1.4 providing that default would occur “[i]f [MAG] fails to pay any other
monetary obligation required hereunder within thirty calendar days after written notice
thereof ....”. Agreement §§ 14.1, 14.1.4. Given that written notice was first provided on
May 13, 2021, MAG could not have been in default before thirty days from that time,
which was after OIAA contracted with PCI. Accordingly, the Court concludes that there
is no genuine dispute of fact that MAG was not already in breach at the time of its
contract with PCI.
The Court further concludes that to constitute an event of breach of Section 5.10.1
of the Agreement, OJAA need only have entered into a contract with another entity to
“perform the Car Parking Services or any services similar to, or designed to provide, the
Car Parking Services during the Car Parking Services Term.” Agreement § 5.10.1.
Accordingly, OIAA’s contention that its contract with PCI did not include the same
services is unpersuasive. OIAA’s contract with PCI provides that “Concessionaire has
been selected to manage and operate the car parking operations, valet parking, car
parking services and all shuttle bus operations at the Airport ....”. Dkt. 121-7 at 5. In the
Agreement, “‘Car Parking Services’ means certain parking services and products to be
provided by Concessionaire that includes, but is not limited to, pre-book parking
reservations, trading and valet/“drop & go” parking or other such services and products
Agreement § 3.1. The Court concludes that the contract with PCI therefore covers
“services similar to ... the Car Parking Services” as defined by the Agreement.
Agreement § 5.10.1. Thus, OIAA entering into a contract with PCI to provide these
services with an effective date of March, 25, 2021, before OIAA terminated the
Agreement for convenience or cause, constituted an event of breach.27 MAG SDF 9 3.
Even though the notice of termination for convenience was on April 15, 2021, it would
not have been effective for one year, and therefore, the Agreement remained in effect
when the PCI contract was signed, whether deemed to be March 25, 2021 or April 21,
2021. OIAA’s argument does not create a genuine dispute of material fact that the

? The parties agree that the effective date of OIAA’s contract with PCI was March 25,
2021, but OIAA contends that the contract was executed on April 21, 2021. MAG SDF §
3. The parties agree that the notice of termination for convenience was the first notice
sent and that it was sent on April 15, 2021. Id. 4 4.

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al
services it contracted for in the PCI contract were not “similar to” those covered by the
Agreement.
The Court concludes that summary judgment on this issue for MAG is appropriate,
given that MAG sufficiently presented the issue under the GCA, the Agreement was still
in effect when OJAA contracted with PCI because MAG was not noticed of its alleged
breach until after the contract became effective, and the contract between OIAA and PCI
covered services “similar to” those to be exclusively provided by MAG.
b. OIAA’s Failure to Give One-Year Prior Notice of Termination
MAG argues that OIAA separately breached the Agreement because it failed to
provide the one-year prior written notice required by Section 2.4 of the Agreement.
MAG MSJ at 19. MAG contends that because OIAA then tried to buy out Section 2.4’s
notice period, it “knew what it was doing.” Id.
In opposition, OIAA argues that MAG’s claim for breach on this basis fails for
three reasons: (1) MAG did not present this claim as required by the GCA; (2) MAG did
not file this claim within the two-year time period allowed under the GCA; and (3)
Section 2.4’s notice provision only applies if OIAA terminates the Agreement for
convenience, but here the Agreement was terminated for cause. MAG Opp. at 3.
In reply, MAG argues that “OIAA does not dispute its failure to give one-year
written notice as required under Section 2.4.1 of the Agreement.”” MAG Reply at 14.
MAG argues that OJAA’s argument that this claim was not properly presented fails
because OJAA investigated the issue and MAG previously demanded OIAA’s adherence
to Section 2.4’s notice period, which OJAA agreed to and then offered to buy out. Id. at
14-15. According to MAG, the time bar does not apply because its amendment relates
back to the date of the original pleading and because OIAA had actual notice. Id. at 15.
MAG argues that the Agreement was terminated for convenience and that OJAA’s later
expression of termination for cause “[a|t best ... goes to damages; at worst, it is a
disingenuous effort to manufacture a way to avoid its contractual obligations.” Id.
As an initial matter, the Court finds that, as a matter of law, MAG complied with
the GCA’s presentation requirements for its breach claim based on Section 2.4’s notice
provision. The Court incorporates by reference the evidence presented in Part IV(A)(1)
of this order. Examining this evidence in the light most favorable to OIAA, the Court

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al
finds that the contents of the correspondence between the parties in April and May 2021
is undisputed. This correspondence was “written notice that a claim for monetary
damages exists and that litigation may ensue,” constituting a “claim as presented” of the
Section 2.4 notice provision breach under the GCA. See Phillips, 49 Cal. 3d at 709
(citations omitted). It is further undisputed that OJAA investigated the positions in this
correspondence and that, throughout this correspondence, OJAA repeatedly proposed a
buyout of Section 2.4’s notice provision, demonstrating that it had, and attempted to take
advantage of, an opportunity to settle the matter. Because this correspondence
constituted a claim as presented and satisfied the purposes of the GCA as a matter of law,
the Court finds that MAG 1s entitled to summary judgment on this element of its claim
for breach of Section 2.4’s notice provision. See Shirk, 42 Cal. 4th at 209 (“Timely
claim presentation... is an element of the plaintiffs claim for relief.”); Simms, 80 Cal.
App. 5th at 401, n.3 (whether a letter is a claim under the GCA is a question of law).
Additionally, the Court deems MAG’s claim for breach of Section 2.4’s notice
provision timely as a matter of law, because it relates back to the claims in MAG’s
original complaint, which was timely filed on June 16, 2021. The Court incorporates by
reference its finding on this matter in Part [V(A)(1) of this order.
The Court next addresses OIAA’s argument that its termination for cause
eliminated its need to comply with Section 2.4’s notice provision. The Court concludes
that no provision of the Agreement provides that after giving one-year prior written
notice of termination for convenience, OIAA is barred from terminating the Agreement
for cause discovered thereafter. See generally Agreement. According to the Agreement,
it “may be terminated for convenience by either party without cause, upon one year prior
written notice to the other party delivered in accordance with this Agreement ....”
Agreement § 2.4. Accordingly, the Court concludes that the written notice provided on
April 15, 2021, began the notice period but did not actually effect termination. Asa
result, the Court finds that summary judgment for MAG on this issue 1s not warranted,
because though OIAA would have been obligated to honor Section 2.4’s notice period
had it only raised convenience as the basis for termination, it subsequently terminated for
cause, pursuant to Sections 14.1 and 14.2. These provisions allow for immediate
termination. Agreement §§ 14.1, 14.2. The Court concludes that the remaining question
is whether there were in fact breaches that warranted a for-cause termination, and that
this is a question for a jury, not properly decided on a motion for summary judgment.

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al

c. OIFAA Failed to Make the Requisite Termination Payment
Under the terms of the Agreement between the parties, a termination payment 1s
due in the event of a termination for convenience, but not in the event of a termination for
cause. See Agreement §§ 2.4.1, 14.1. This dispute arises from OIAA’s initial
termination for convenience on April 15, 2021, and the impact of its subsequent May 20,
2021, termination for cause on its obligation to pay termination costs. OIAA disputes its
obligation to pay these costs because it contends that MAG decided not to continue as the
lounge operator, because the obligation to pay no longer applied when it terminated the
Agreement for cause, and if due, it paid these costs in the form of revenues MAG has
improperly refused to return. MAG Opp. at 3.
MAG argues that “OJAA also independently breached the Agreement by failing to
pay the Termination Costs required by Section 2.4.1.” MAG MSJ at 19. MAG contends
that the record shows that OIAA agreed it owed MAG termination costs by May 19,
2021, before this litigation began, and that OJAA has never disputed MAG’s calculation
of the termination costs. Id. at 20. MAG argues that OIAA has not paid any termination
costs, and therefore breached the Agreement. Id.
In opposition, O[AA contends that MAG’s claim for breach fails for three reasons:
(1) MAG’s own decision not to continue as lounge operator unless it retained the car
parking services under the Agreement trumped OIAA’s duty to pay termination costs; (2)
Section 2.4.1 and OIAA’s duty to pay termination costs no longer applied once the
Agreement was terminated for cause; and (3) OIAA did actually pay termination costs
prior to termination in the form of parking revenues belonging to OIAA that MAG has
withheld. MAG Opp. at 3, 18.
In reply, MAG argues that none of OJAA’s three contentions has merit. MAG
Reply at 16. First, MAG argues that in OIAA’s termination notice, it provided that both
the lounge services and car parking services would terminate, and thus prior comments
about the lounge operation not being independently viable do not change OIAA’s
obligations. Id. at 17. Next, MAG argues that OIAA has no authority to support its
proposition that the subsequent termination for cause eliminated OIAA’s obligation to
pay termination costs. Id. MAG argues that even if the termination for cause is valid, it
does not affect whether OJAA breached in this way because the Agreement preserves
MAG’s right to recover damages even in the event of a termination for cause. Id. at 18.

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al
Finally, MAG contends that OIAA incorrectly argues that it was not required to pay
termination costs because MAG “recaptured” its capital expenditures. Id.
The Court first looks to O[AA’s argument that MAG itself decided not to continue
as the lounge operator, and that O[AA’s obligation to pay termination costs under Section
2.4.1 only applied 1f OIAA terminated MAG as lounge operator. MAG Opp. at 16. The
Court concludes that a reasonable juror could find for OIAA on this question. In support
of its motion, MAG points to the termination notice from April 15, 2021, wherein OIAA
stated that “both the Lounge Concession and the Car Parking Services at Ontario
International Airport (ONT) under the ... Agreement will terminate.” Dkt. 114-18 at 37.
OIAA points to MAG’s Protest Letter, dated February 23, 2021, in which MAG informed
OIAA that “the lounges do not constitute a workable standalone business model.” Dkt.
121-6 at 4. Additionally, in his deposition, “[w]hen asked if he had offered to keep MAG
as the lounge operator, Cappell said that he had but that MAG [was not] interested.”
MAG SDF 4 6. The Court finds that this raises a genuine factual dispute as to whether
MAG sought to terminate the lounge services or whether OJAA terminated them. Thus,
the question of whether OJAA owes MAG the resulting termination costs is not properly
adjudicated at this stage.
Next, as to OIAA’s argument that it does not owe termination costs to MAG
because the Agreement was terminated for cause, the Court concludes that triable issues
of fact remain. As the Court concluded above, OJAA was able to terminate the
Agreement for cause pending termination for convenience after one-year prior written
notice was given on April 15, 2021. MAG argues that even if OIAA terminated for cause
after its termination for convenience, because pursuant to Section 2.4.1, the termination
costs come due on the thirtieth day after notice is given, the payment from OJAA to
MAG was due on May 19, 2021. MAG Reply at 17. MAG contends that OIAA
terminated the Agreement for cause on May 20, 2021, at which point the termination
costs based on termination for convenience were already due and not excused by the
subsequent termination for cause. Id. The Court finds that a reasonable juror could find
that the termination costs obligation was eliminated by the termination for cause, and
therefore that summary judgment on this issue 1s not warranted. Section 14.2 provides
that termination pursuant Section 14.1:

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al
shall be without prejudice to any remedy for arrears of payments due
hereunder or breach of covenant, or damages for the balance of all fees
payable hereunder through the full Term of this Agreement, or any other
damages or remedies whatsoever, including without limitation, all direct,
indirect, consequential, and all other damages whatsoever. Upon any
termination pursuant to this Article XIV, [MAG] shall have no nght to any
reimbursements from [OIAA].
Agreement § 14.2. The Court concludes that it is not clear whether the termination costs,
which are equal to an adjusted portion of MAG’s improvement expenditures for the
lounges and parking services, are considered damages or a reimbursement pursuant to the
Agreement. Agreement § 2.4.1. If they are considered damages, MAG would be entitled
to the payment after termination for cause, but if they are considered a reimbursement for
MAG’s improvements, MAG would not be entitled to the payment under Section 14.2.
The Court finds that this is an issue of fact for a jury to consider, and is not properly
adjudicated by the Court as a matter of law.
Lastly, the Court considers OIAA’s defense that if it does owe termination costs,
OIAA has already paid these costs in the form of monies held by MAG that should be
paid to O[AA. MAG Opp. at 18. The Court concludes that the amounts owed by the
parties to one another remain in dispute, thus it is not possible to adjudicate with this
motion the ultimate question of which party owes the other and in what amount. The
Court concludes that once there is an accounting of what is owed by each party to the
other, any amount that MAG may owe to OIAA should be credited to reduce OIAA’s
debt to MAG, and if applicable, MAG’s debt to OIAA.
Accordingly, the Court concludes that summary judgment in favor of MAG is not
proper on the basis that OIAA breached the Agreement by failing to pay the requisite
termination costs.
2. OIAA’s Breach of Contract Claim
According to OIAA, MAG was the party that was initially in breach of the
Agreement, by not returning OJAA’s overpayments to MAG, and thus OIAA was free to
contract with whomever it chose. According to Sections 3.26, 4.10, and 4.11, the parties
are obligated to engage in financial reconciliation and provide one another certain

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al
accounting statements so that each party is aware of its financial obligations to the other.
Agreement §§ 3.26, 4.10, 4.11. MAG argues that OIAA’s claim for breach of contract is
based upon a failure to make payments MAG allegedly owed, but that OIAA failed to
engage in required reconciliation, and therefore, MAG was not on notice of what was
allegedly owed. MAG MSJ at 20-21. MAG contends that it “made numerous attempts to
engage OJAA in contractually required reconciliations of their financial accounting,” and
that though OIAA acknowledged its contractual obligation to participate, it did not. Id. at
20. MAG argues that OJAA’s terminal notice stated that it was terminating the
Agreement for convenience, not for cause, barring its breach of contract claim. Id. at 22.
In opposition, OIAA argues that MAG 1s not entitled to summary judgment on
OIAA’s claim for breach of contract for three reasons: (1) MAG knew the overpayment
amount, so no reconciliation was necessary; (2) OIAA provided the reconciliation
information requested in a letter dated May 13, 2021; and (3) if OIAA’s conduct is found
to excuse MAG’s breach regarding overpayment, which it should not be, MAG has not
shown that its other breaches were also excused. MAG Opp. at 3-4.
In reply, MAG argues that though $1,118,258, the amount it puts forth as at issue
in 1ts motion, 1s less than the overpayment OJAA claims in its opposition, MAG 1s
regardless entitled to summary judgment “that it did not breach the Agreement by failing
to pay any amount owed OIAA because OJAA never put MAG on notice of the specific
amount.” MAG Reply at 19.
The Court concludes that triable issues remain on OIAA’s breach of contract
claim. Taking all inferences in favor of OIAA as the Court must on MAG’s motion for
summary judgment, the Court concludes that there is a dispute of fact as to whether MAG
was aware of the amounts it owed. The Court finds that a reasonable juror could
conclude that MAG was at least on notice of the amounts it allegedly owed, and was
given an opportunity to cure these bases for breach, at the time of the May 13, 2021 letter
from OIAA, which provided the requested financial reconciliation. Additionally, OIAA
relies on the declaration of Cappell wherein he states that “it was OIAA, not MAG, that
consistently sought to engage in financial reconciliation; and it was MAG, not OJAA,
that refused to provide the data necessary for such a reconciliation to occur.” Dkt. 121 4
19. On the basis of this claim and the May 13, 2021 letter, the Court concludes that there
is at least a dispute of fact as to whether MAG was aware of the amounts it owed OJAA.

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al
The Court also restates its above conclusion that OJAA was permitted to terminate the
Agreement for cause during the pendency of the one-year notice period initiated by the
notice of termination for convenience, and thus the Court does not credit MAG’s
alternative argument that OJAA’s breach claim is barred by its initial notice of
termination for convenience. Accordingly, the Court concludes that summary judgment
on this claim is unwarranted.
3. OIAA’s Claim for Breach of the Implied Covenant of Good Faith and
Fair Dealing
According to OIAA, MAG’s conduct violated several implied duties in the
Agreement, in addition to the alleged express breaches. In its complaint, OIAA alleges
five ways in which MAG breached the implied covenant of good faith and fair dealing.
These are: (1) that MAG agreed OIAA overpaid incremental turn-up revenues of
$1,181,418, but refused to provide an offset for this overpayment in calculating the
amounts owed between the parties, despite initial willingness to do so; (2) that MAG
refused to substantively respond to O[AA’s May 13, 2021 financial reconciliation; (3)
that MAG “failed to acknowledge or pay the amount owed”; (4) that MAG “filed—and
refused to voluntarily dismiss—a frivolous federal complaint against OIAA”; and (5) that
MAG claimed that certain trade fixtures were capital expenditures chargeable to OIAA,
and then after termination and after being reimbursed for the items, MAG repeatedly
demanded to remove them from the Airport. OI[AA Compl. § 41. MAG disputes each of
these bases for breach, either arguing that they are superfluous because they restate
breach of contract claims, or that no such implied duty arises from the contract. MAG
MSJ at 22-26. OIAA contends that factual disputes on these issues remain. MAG Opp.
at 4.
The Court addresses in turn each of MAG’s arguments directed to the five bases
put forth for breach of the implied covenant in OIAA’s complaint. See OIAA Compl. §
41. Under California law, the implied covenant of good faith and fair dealing “is implied
as a supplement to express contractual covenants to prevent a contracting party from
engaging in conduct that frustrates the other party’s rights to the benefits of the
agreement.” Charpentier v. Los Angeles Rams Football Co., 75 Cal. App. 4th 301, 314
(1999). However, a claim for breach of the implied covenant of good faith and fair

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al
dealing must “go beyond the statement of a mere contract breach.” Careau & Co. v. Sec.
Pac. Bus. Credit, Inc., 222 Cal. App. 3d 1371, 1394 (1990).
First, the Court looks to the claim that MAG breached the implied covenant by
failing to provide an offset for overpaid incremental turn-up revenues of $1,181,418.
OIAA Compl. § 41. The Court concludes that there is no implied duty to agree to an
offset where the parties dispute whether or not the contract has been breached. As the
Court previously concluded herein, to the extent MAG is holding money to which it is
not entitled, these monies will serve as an offset. However, the Court finds that the
contract terms do not give rise to an independent obligation to agree to an offset when a
dispute as to what each party owes remains ongoing. Accordingly, the Court concludes
that as a matter of law, this does not give rise to an implied duty and that summary
judgment for MAG on this claim is warranted.
Next, the Court looks at OIAA’s claim that MAG breached the implied covenant
by failing to respond to financial reconciliation. While the Court acknowledges that in its
order denying the motion to dismiss on February 6, 2023, it sustained OJAA’s claim for
breach of the implied covenant of good faith and fair dealing, that was informed by the
standard that on a Rule 12(b)(6) motion the Court must take all allegations as true. See
MAG II, dkt. 35. However, when viewed in light of the Agreement, it appears that the
duty to reconcile payments is set forth in the Agreement. Section 3.26 defines Car
Parking Revenue Allocation, with Section 3.26.5 setting out when payments are due and
Section 3.26.6 stating what kind of annual statements must be provided. Agreement §§
3.26, 3.26.5, 3.26.6. Section 4.10 requires MAG to maintain certain books and records in
compliance with generally accepted accounting principles. Agreement § 4.10. Pursuant
to Section 4.11, MAG 1s required to provide OIAA with an annual report of its gross
revenues, with Sections 4.11.1-4.11.4 setting out the requirements of what the annual
report must include. Agreement §§ 4.11, 4.11.1-4.11.4. Indeed, former OIAA Chief
Financial Officer John Schubert (“Schubert”) acknowledged the contractual requirement
to participate in financial reconciliation in his deposition. Dkt. 114-14 at 28:1-5. When
asked “[t]he contract calls for both MAG and OJAA to exchange statements for purposes
of reconciling accounts; right?” Schubert responded, “[y]Jes.” Id. Accordingly, it appears
that the parties are required to engage in financial reconciliation by the terms of the
Agreement, rather than by an implied covenant of good faith and fair dealing. Summary
judgment for MAG 1s therefore warranted on this theory.

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al
Third, the Court examines the claim that MAG breached the implied covenant
when it “failed to acknowledge or pay the amount owed.” OIAA Compl. 4 41. As MAG
points out in its motion, and OJAA fails to meaningfully contest, this claim is duplicative
of OIAA’s express breach of contract claim. Accordingly, it cannot serve as the basis for
a claim for breach of the implied covenant, which is a supplement to express terms. The
Court concludes that summary judgment for MAG on this theory is also appropriate.
Fourth, OIAA contends that MAG breached the implied covenant by filing its
initial “frivolous” lawsuit. Id. The Court finds that the Agreement’s terms do not give
rise to any implied duty not to file suit, nor does OJAA point to any relevant terms on
which it hinges this duty. Indeed, OIAA does not address MAG’s argument on this point
in 1ts opposition. See generally MAG Opp. To the extent OJAA’s argument rests on the
notion that there is an implied duty not to file a “frivolous federal complaint,” and that
this complaint was frivolous because it was originally dismissed for lack of subject
matter jurisdiction, the Ninth Circuit, in a memorandum disposition, reversed the decision
to dismiss the complaint on diversity grounds and remanded it to this Court. Dkt. 27.
Accordingly, for both of these reasons, the Court concludes that OIAA’s claim for breach
of the implied covenant is not supported on this basis. Summary judgment for MAG
pursuant to this theory is granted.
Last, the Court looks at OIAA’s claim that MAG breached the implied covenant by
demanding to remove trade fixtures that it allegedly initially classified as capital
expenditures, for which OIAA claims it rembursed MAG, and that MAG subsequently
reclassified the fixtures as removable “‘personal property’ trade fixtures.” OIAA Compl.
The Court finds that the classification and treatment of fixtures is comprehensively
covered by Section 6.11 of the Agreement, which specifies that “trade fixtures not
permanently affixed” do not become the property of OIAA upon termination. Agreement
§ 6.11. Accordingly, the Court finds that any alleged breach is based on this express
provision, rather than on an implied duty to which it may give rise. Therefore, as a
matter of law, OIAA cannot state a claim for a breach of the implied covenant on this
basis, and summary judgment for MAG is appropriate.
The Court concludes that none of the five theories put forth by OIAA for MAG’s
breach of the implied covenant of good faith and fair dealing is viable as a matter of law.

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authorityetal
Accordingly, summary judgment on OIAA’s claim for breach of the implied covenant is
granted in MAG’s favor.
4. OIAA’s Claim for “Common Counts”
According to OJAA, even if the parties did not have an enforceable contract, MAG
owed OIAA’s monies under this alternative theory. MAG contends that neither of
OIAA’s legal theories for its claim for common counts, open book account and money
had and received “1s viable in light of the undisputed existence of the Agreement.” MAG
MSJ at 26. MAG contends that OIAA cannot recharacterize its contract claim as a
common count. Id. at 27. Even if the claim were not duplicative, MAG argues, “OIAA
cannot present any evidence that MAG agreed to create an open book account.” Id.
MAG argues that OIAA’s money had and received claim also fails because it is based on
the existence of a quasi-contract and such a claim cannot be brought when an express
agreement exists. Id. at 28.
In opposition, O[AA contends that it is permitted to assert the common counts
claim in the alternative and that it has alleged sufficient facts to demonstrate that the
course of dealing between the parties established an open book account. MAG Opp. at 4.
OIAA argues that “OIAA’s recordkeeping creates a triable issue as to the existence of an
open book account and a claim for money had and received.” Id. at 25.
In reply, MAG argues that “[a]lthough a party is entitled to plead alternative
theories, this matter is well past the pleading stage.” MAG Reply at 24. MAG contends
that to succeed on an open book theory, the Court would have to find no valid contract,
which is impossible since the parties both assert breach of contract claims. Id. at 24, n.6.
MAG argues that OJAA’s money had and received claim fails because OIAA “makes no
effort to refute MAG’s argument|s],” and that OJAA therefore concedes it cannot carry
its burden on this claim. Id. at 26.
The Court concludes that OIAA is entitled to maintain its alternative theories, and
that if prevails at trial, it must at that point make an election between its theories for
recovery. The Court also finds that triable issues of fact remain as to whether the parties
established an open book account for money due and whether MAG is indebted to OIAA
for money had and received by MAG for the use of OIAA. Pursuant to California law,
parties can establish an open book account through conduct. Eloquence Corp. v. Home

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘oO’
Case No. 2:21-cv-04909-CAS Ox); consolidated Date April 22, 2025
with eISIECASRADH)
Title Mag US Lounge Management LLC v. Ontario International Airport
Authority et al
Consignment Ctr., 49 Cal. App. 5th 655, 666 (2020) (citing Warda v. Schmidt, 146 Cal.
App. 2d 234, 303 (1956)). The Court concludes that issues of fact remain as to whether
the parties did maintain such an account, crediting and debiting the amounts owed in each
direction. See dkt. 122 (declaration of Schubert, who states that “OIAA and MAG kept
account of the monies owed to and from one another under the [A]greement, including
amounts MAG owed to OIJAA for overpayment of parking revenues”). The Court finds
that summary judgment on the claim for an open book account is not appropriate.
The Court concludes that disputes also remain as to OJAA’s money had and
received claim. The factual disputes that underlie this claim are identical to those that
underlie OIAA’s breach claim: that MAG retained certain sums it should have remitted to
OIAA. OIAA Compl. § 45. Given that the Court has concluded this issue remains in
dispute, the Court finds that summary judgment on this claim is unwarranted.
V. CONCLUSION
In accordance with the foregoing, the Court GRANTS IN PART and DENIES IN
PART OIJAA’s motion. The Court DENIES OIAA’s motion for summary judgment on
MAG’s claim for breach of contract based on Section 2.4’s notice provision. The Court
GRANTS OJAA’s motion for summary judgment on MAG’s fourth, fifth, and sixth
claims.
The Court GRANTS IN PART and DENIES IN PART MAG’s motion. The
Court GRANTS MAG’s motion to the extent it seeks summary judgment on its breach of
contract claim based on Section 5.10.1 and GRANTS MAG’s motion for summary
judgment on OJAA’s implied covenant of good faith and fair dealing claim. The Court
DENIES MAG’s motion to the extent it seeks summary judgment on its breach of
contract claim based on failure to comply with Section 2.4’s notice provision and failure
to make the termination payment. The Court DENIES MAG’s motion for summary
judgment on OJAA’s breach of contract claim and OIAA’s common counts claim.
IT IS SO ORDERED.
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Initials of Preparer OM

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/10850498. Public record. Not legal advice.