Bellini's Food Corp. v. Restaurant Kitchen Services & Consulting

Filed 6/1/06 Bellini's Food Corp. v. Restaurant Kitchen Services & Consulting

CA2/4

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

California Rules of Court, rule 977(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 977(b). This opinion has not been certified for publication or ordered published for purposes of rule 977.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION FOUR

APPEAL from a judgment of the Superior Court of Los Angeles County, Lorna Parnell, Judge. Affirmed.

Lord, Bissell & Brook, Mitchell J. Popham, Erik L. Jackson, Beverly Y. Lu, and Hugh Balsam for Defendants and Appellants.

Epport, Richman & Robbins, Mark Robbins and Wendy K. Shapnick for Plaintiffs and Respondents.

BACKGROUND

Plaintiff and respondent, Bellini's Food Corporation (Bellini's), commenced this action on February 28, 2003, against appellants, Restaurant Kitchen Services & Consulting, Ltd. (RKSC), Diane Kalinowski, and Paul Valet, alleging that the individual defendants were the alter egos of the corporate defendant. The allegations of the first cause of action of the complaint, which claims damages for a breach of contract, are incorporated into the second, which seeks declaratory relief, damages, and specific performance. RKSC entered a general denial, with 28 boilerplate affirmative defenses. In addition, RKSC filed a cross-complaint against Bellini's, Bruce Beach, Judy Beach, and Donald Beach.[1]

Bellini's complaint alleges that on or about June 18, 2001, Bellini's entered into a written agreement to sell its Santa Monica restaurant, known as Pentola Restaurant, to RKSC, along with an assignment of the lease on the property. A copy of the agreement, â€