1 2 3 4 5 UNITED STATES DISTRICT COURT 6 SOUTHERN DISTRICT OF CALIFORNIA 7 BRIGHTON GROUP, LLC, an Arkansas Case No.: 3:24-cv-1624-JAH-SBC limited liability company, 8 ORDER DENYING PLAINTIFF’S Plaintiff, 9 MOTION FOR SUMMARY v. JUDGMENT 10
SEAPORT GROUP ENTERPRISES LLC 11 [ECF No. 15] d/b/a SEAPORT MEAT COMPANY, a 12 California limited liability company; and DOES 1-10, 13 Defendants. 14 15 16 INTRODUCTION 17 Before the Court is Plaintiff Brighton Group, LLC’s (“Plaintiff” or “Brighton”) 18 Motion for Summary Judgment (“Motion”). ECF No. 15. On September 11, 2024, 19 Plaintiff filed a complaint (“Complaint”) against Defendant Seaport Group Enterprises, 20 LLC (“Defendant” or “Seaport”), asserting breach of contract and unjust enrichment claims 21 based on Seaport’s alleged failure to pay Brighton for delivered goods. ECF No. 1. On 22 November 6, 2024, Defendant answered the Complaint (“Answer”). ECF No. 4. On July 23 11, 2025, Plaintiff moved for summary judgment. ECF No. 15. On September 3, 2025, 24 Defendant opposed the Motion (“Opp’n,” ECF No. 18), and on September 10, 2025, 25 Plaintiff replied (“Reply,” ECF No. 19). The Court took the matter under submission, 26 finding it suitable for adjudication on the papers. ECF No. 20. After a thorough review of 27 the record, and for the reasons set forth below, the Court DENIES Plaintiff’s Motion. 28 // 1 BACKGROUND 2 The parties generally agree on the underlying facts regarding the initial contract 3 between Brighton and Seaport. See Defendant’s Opposition to Plaintiff’s Separate 4 Statement of Undisputed Facts (“UMF”), ECF No. 18-1. Between October 4, 2021, and 5 November 1, 2021, Seaport placed five orders for various beef products with Brighton. 6 UMF No. 1. Brighton delivered the products to Seaport’s facility and invoiced Seaport for 7 a total of $545,352.55. UMF Nos. 2, 3. Seaport paid Brighton $45,500.00, with the 8 remaining $499,852.55 left unpaid. UMF Nos. 4, 5. 9 On July 14, 2023, Brighton entered into a Claim Purchase Agreement 10 (“Agreement”) with Trillium Partners, LP (“Trillium”), where Brighton “agreed to sell and 11 assign its right, title, and interest in Seaport’s outstanding [$499,852.55] debt to Trillium 12 for $400,000 (the Purchase Price).” Reply at 9. The Agreement between Brighton and 13 Trillium provided that “[Brighton] hereby sells, transfers and assigns all right, title and 14 interest of [Brighton] in the [Seaport outstanding debt claim] to [Trillium].” See 15 Defendant’s Request for Judicial Notice (“RJN”), ECF No. 18-3, Ex. A. Trillium’s 16 obligation to pay Brighton was conditioned upon a separate agreement Trillium entered 17 with Pacific Ventures Group, Inc. (“PVG”), Seaport’s parent company. Reply at 9. 18 “Trillium was unable to perform the condition necessary for the [Agreement] to take 19 effect,” thus Trillium never paid Brighton the $400,000 purchase price. Id. at 10. 20 On September 11, 2024, Brighton sued Seaport for failure to pay the outstanding 21 $499,852.55 debt stemming from the 2021 invoices. See Complaint. 22 On May 15, 2025, Brighton and Trillium entered into another agreement (“Release 23 Agreement”) where Trillium “hereby releases all right, title, and interest it has to the 24 [Seaport outstanding debt claim] under the [Agreement].” See RJN, Ex. G. Further, 25 “Brighton hereby releases Trillium from its obligation to pay the Purchase Price pursuant 26 to the [Agreement].” Id. 27 // 28 // 1 LEGAL STANDARD 2 Courts may enter summary judgment “if the movant shows that there is no genuine 3 dispute as to any material fact and the movant is entitled to judgment as a matter of law.” 4 Fed. R. Civ. P. 56(a). A fact that “might affect the outcome of the suit” is material. 5 Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). 6 The movant carries the initial burden of establishing the absence of any genuine 7 dispute of material fact. Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986). The movant 8 may satisfy this burden by producing evidence that negates an essential element of the 9 nonmovant’s claim or defense, or by demonstrating that the nonmovant does not 10 sufficiently establish an essential element to their case, on which the nonmovant bears the 11 burden of proof at trial. Id. at 322-323; Nissan Fire & Marine Ins. Co., Ltd. v. Fritz Cos., 12 Inc., 210 F.3d 1099, 1102 (9th Cir. 2000). A “complete failure of proof concerning an 13 essential element of the nonmoving party’s case necessarily renders all other facts 14 immaterial,” thus, there cannot be a genuine dispute of material fact. Celotex, 477 U.S. at 15 323. 16 If the movant fails to carry its initial burden, the nonmovant “may defeat the motion 17 for summary judgment without producing anything.” Nissan Fire & Marine, 210 F.3d at 18 1103 (citations omitted). However, once the movant carries its initial burden, the 19 nonmovant “must produce evidence to support its claim or defense.” Id. The nonmovant 20 cannot merely rest on the allegations or denials in its pleadings, but instead must use 21 affidavits, depositions, answers to interrogatories, and admissions on file to designate 22 specific facts showing a genuine issue for trial. Celotex, 477 U.S. at 324 (citing Fed. R. 23 Civ. P. 56(e)). Courts do not weigh conflicting evidence nor determine credibility, and all 24 inferences are drawn “in the light most favorable to the nonmoving party.” Soremekun v. 25 Thrifty Payless, Inc., 509 F.3d 978, 984 (9th Cir. 2007) (citation omitted). That said, 26 “[c]onclusory, speculative testimony . . . is insufficient to raise genuine issues of fact and 27 defeat summary judgment.” Id. 28 // 1 DISCUSSION 2 I. Request for Judicial Notice 3 Defendant requests that the Court take judicial notice of several exhibits in support 4 of its Opposition1. See RJN, Exs. A-G. Plaintiff objects to all exhibits in Defendant’s RJN. 5 ECF No. 19-3. Courts “may judicially notice a fact that is not subject to reasonable dispute 6 because it: (1) is generally known within the trial court’s territorial jurisdiction; or (2) can 7 be accurately and readily determined from sources whose accuracy cannot be reasonably 8 questioned.” Fed. R. Evid. 201(b). Courts “must take judicial notice if a party requests it 9 and the court is supplied with the necessary information.” Fed. R. Evid. 201(c)(2). 10 Exhibits B, C, D, E, and F are documents related to a state court case involving 11 Trillium and PVG, neither of whom are named parties here. Although court documents 12 are proper subjects for judicial notice, the Court denies Defendant’s request regarding 13 Exhibits B, C, D, E, and F because they are irrelevant to the instant matter. 14 Next, Plaintiff argues that Exhibits A (Agreement) and G (Release Agreement) are 15 not subject to judicial notice because “Plaintiff disputes the terms, nature, and meaning of 16 the contract[s].” ECF No. 19-3 at 2, 11. Further, Plaintiff argues that Defendant “lacks 17 foundation/personal knowledge to authenticate” the exhibits. Id. at 2, 12. The Court rejects 18 these arguments for several reasons. 19 First, the Agreement and Release Agreement are contracts signed by Plaintiff. See 20 RJN, Exs. A, G.
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1 2 3 4 5 UNITED STATES DISTRICT COURT 6 SOUTHERN DISTRICT OF CALIFORNIA 7 BRIGHTON GROUP, LLC, an Arkansas Case No.: 3:24-cv-1624-JAH-SBC limited liability company, 8 ORDER DENYING PLAINTIFF’S Plaintiff, 9 MOTION FOR SUMMARY v. JUDGMENT 10
SEAPORT GROUP ENTERPRISES LLC 11 [ECF No. 15] d/b/a SEAPORT MEAT COMPANY, a 12 California limited liability company; and DOES 1-10, 13 Defendants. 14 15 16 INTRODUCTION 17 Before the Court is Plaintiff Brighton Group, LLC’s (“Plaintiff” or “Brighton”) 18 Motion for Summary Judgment (“Motion”). ECF No. 15. On September 11, 2024, 19 Plaintiff filed a complaint (“Complaint”) against Defendant Seaport Group Enterprises, 20 LLC (“Defendant” or “Seaport”), asserting breach of contract and unjust enrichment claims 21 based on Seaport’s alleged failure to pay Brighton for delivered goods. ECF No. 1. On 22 November 6, 2024, Defendant answered the Complaint (“Answer”). ECF No. 4. On July 23 11, 2025, Plaintiff moved for summary judgment. ECF No. 15. On September 3, 2025, 24 Defendant opposed the Motion (“Opp’n,” ECF No. 18), and on September 10, 2025, 25 Plaintiff replied (“Reply,” ECF No. 19). The Court took the matter under submission, 26 finding it suitable for adjudication on the papers. ECF No. 20. After a thorough review of 27 the record, and for the reasons set forth below, the Court DENIES Plaintiff’s Motion. 28 // 1 BACKGROUND 2 The parties generally agree on the underlying facts regarding the initial contract 3 between Brighton and Seaport. See Defendant’s Opposition to Plaintiff’s Separate 4 Statement of Undisputed Facts (“UMF”), ECF No. 18-1. Between October 4, 2021, and 5 November 1, 2021, Seaport placed five orders for various beef products with Brighton. 6 UMF No. 1. Brighton delivered the products to Seaport’s facility and invoiced Seaport for 7 a total of $545,352.55. UMF Nos. 2, 3. Seaport paid Brighton $45,500.00, with the 8 remaining $499,852.55 left unpaid. UMF Nos. 4, 5. 9 On July 14, 2023, Brighton entered into a Claim Purchase Agreement 10 (“Agreement”) with Trillium Partners, LP (“Trillium”), where Brighton “agreed to sell and 11 assign its right, title, and interest in Seaport’s outstanding [$499,852.55] debt to Trillium 12 for $400,000 (the Purchase Price).” Reply at 9. The Agreement between Brighton and 13 Trillium provided that “[Brighton] hereby sells, transfers and assigns all right, title and 14 interest of [Brighton] in the [Seaport outstanding debt claim] to [Trillium].” See 15 Defendant’s Request for Judicial Notice (“RJN”), ECF No. 18-3, Ex. A. Trillium’s 16 obligation to pay Brighton was conditioned upon a separate agreement Trillium entered 17 with Pacific Ventures Group, Inc. (“PVG”), Seaport’s parent company. Reply at 9. 18 “Trillium was unable to perform the condition necessary for the [Agreement] to take 19 effect,” thus Trillium never paid Brighton the $400,000 purchase price. Id. at 10. 20 On September 11, 2024, Brighton sued Seaport for failure to pay the outstanding 21 $499,852.55 debt stemming from the 2021 invoices. See Complaint. 22 On May 15, 2025, Brighton and Trillium entered into another agreement (“Release 23 Agreement”) where Trillium “hereby releases all right, title, and interest it has to the 24 [Seaport outstanding debt claim] under the [Agreement].” See RJN, Ex. G. Further, 25 “Brighton hereby releases Trillium from its obligation to pay the Purchase Price pursuant 26 to the [Agreement].” Id. 27 // 28 // 1 LEGAL STANDARD 2 Courts may enter summary judgment “if the movant shows that there is no genuine 3 dispute as to any material fact and the movant is entitled to judgment as a matter of law.” 4 Fed. R. Civ. P. 56(a). A fact that “might affect the outcome of the suit” is material. 5 Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). 6 The movant carries the initial burden of establishing the absence of any genuine 7 dispute of material fact. Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986). The movant 8 may satisfy this burden by producing evidence that negates an essential element of the 9 nonmovant’s claim or defense, or by demonstrating that the nonmovant does not 10 sufficiently establish an essential element to their case, on which the nonmovant bears the 11 burden of proof at trial. Id. at 322-323; Nissan Fire & Marine Ins. Co., Ltd. v. Fritz Cos., 12 Inc., 210 F.3d 1099, 1102 (9th Cir. 2000). A “complete failure of proof concerning an 13 essential element of the nonmoving party’s case necessarily renders all other facts 14 immaterial,” thus, there cannot be a genuine dispute of material fact. Celotex, 477 U.S. at 15 323. 16 If the movant fails to carry its initial burden, the nonmovant “may defeat the motion 17 for summary judgment without producing anything.” Nissan Fire & Marine, 210 F.3d at 18 1103 (citations omitted). However, once the movant carries its initial burden, the 19 nonmovant “must produce evidence to support its claim or defense.” Id. The nonmovant 20 cannot merely rest on the allegations or denials in its pleadings, but instead must use 21 affidavits, depositions, answers to interrogatories, and admissions on file to designate 22 specific facts showing a genuine issue for trial. Celotex, 477 U.S. at 324 (citing Fed. R. 23 Civ. P. 56(e)). Courts do not weigh conflicting evidence nor determine credibility, and all 24 inferences are drawn “in the light most favorable to the nonmoving party.” Soremekun v. 25 Thrifty Payless, Inc., 509 F.3d 978, 984 (9th Cir. 2007) (citation omitted). That said, 26 “[c]onclusory, speculative testimony . . . is insufficient to raise genuine issues of fact and 27 defeat summary judgment.” Id. 28 // 1 DISCUSSION 2 I. Request for Judicial Notice 3 Defendant requests that the Court take judicial notice of several exhibits in support 4 of its Opposition1. See RJN, Exs. A-G. Plaintiff objects to all exhibits in Defendant’s RJN. 5 ECF No. 19-3. Courts “may judicially notice a fact that is not subject to reasonable dispute 6 because it: (1) is generally known within the trial court’s territorial jurisdiction; or (2) can 7 be accurately and readily determined from sources whose accuracy cannot be reasonably 8 questioned.” Fed. R. Evid. 201(b). Courts “must take judicial notice if a party requests it 9 and the court is supplied with the necessary information.” Fed. R. Evid. 201(c)(2). 10 Exhibits B, C, D, E, and F are documents related to a state court case involving 11 Trillium and PVG, neither of whom are named parties here. Although court documents 12 are proper subjects for judicial notice, the Court denies Defendant’s request regarding 13 Exhibits B, C, D, E, and F because they are irrelevant to the instant matter. 14 Next, Plaintiff argues that Exhibits A (Agreement) and G (Release Agreement) are 15 not subject to judicial notice because “Plaintiff disputes the terms, nature, and meaning of 16 the contract[s].” ECF No. 19-3 at 2, 11. Further, Plaintiff argues that Defendant “lacks 17 foundation/personal knowledge to authenticate” the exhibits. Id. at 2, 12. The Court rejects 18 these arguments for several reasons. 19 First, the Agreement and Release Agreement are contracts signed by Plaintiff. See 20 RJN, Exs. A, G. Specifically, the Agreement was signed by Kenneth Griggs, Plaintiff’s 21 managing member. Declaration of Kenneth Griggs (“Griggs Decl.”), ECF No. 19-2 at ¶ 1. 22 Griggs confirmed the existence of the Agreement and referenced several of its provisions. 23 Id. at ¶¶ 2-5; see also Reply at 9 (“On July 14, 2023, Plaintiff entered into a Claim Purchase 24 Agreement with Trillium”). Rather than disputing the Agreement’s authenticity, Plaintiff 25 26 27 1 Ex. A (the Agreement); Ex. B (Trillium v. PVG state court settlement agreement); Ex. C (Trillium v. PVG complaint); Ex. D (Trillium v. PVG notice of settlement); Exs. E, F (Trillium v. PVG minute orders); 28 1 argues that “the assignment between Plaintiff and Trillium was null and void when Plaintiff 2 filed the complaint.” Reply at 9. Griggs also confirmed the existence of the Release 3 Agreement. Griggs Decl. at ¶ 14 (“On May 15, 2025, Brighton and Trillium signed the 4 ‘Release of Claim Purchase Agreement’ . . .”). Again, instead of disputing the authenticity 5 of the Release Agreement, Plaintiff argues that “[t]he release was prepared and provided 6 to Seaport . . . for the purposes of ongoing settlement discussions . . . .” Reply at 10. 7 While Plaintiff may “dispute the terms, nature, and meaning of the [contracts],” 8 Reply at 8, Plaintiff does not dispute their authenticity nor argue that the contracts are 9 forged, altered, or incomplete. See ECF No. 19-3. For these reasons, the Court GRANTS 10 Defendant’s request to judicially notice Exhibits A and G. 11 II. Plaintiff’s Standing to Sue 12 Brighton argues that summary judgment should be granted in its favor because there 13 is no dispute that Seaport breached their contract and owes the remaining unpaid 14 $499,852.55. Motion at 5-6. Although there is no dispute that $499,852.55 remains 15 unpaid, Seaport argues that Brighton lacked standing at the time this action was filed 16 because Brighton assigned its rights to Trillium. Opp’n at 4-6. The Court agrees with 17 Seaport. 18 In California, “[a]n action must be prosecuted in the name of the real party in 19 interest.” Purcell v. Colonial Ins. Co., 20 Cal. App. 3d 807, 814 (1971) (citing Cal. Civ. 20 Proc. Code § 367). When a single and indivisible cause of action is assigned, the assignor 21 waives that claim and the assignee becomes the real party in interest. Id. “In determining 22 what rights or interests pass under an assignment, the intention of the parties as manifested 23 in the instrument is controlling.” Nat’l Rsrv. Co. of Am. v. Metro. Tr. Co. of Cal., 17 Cal. 24 2d 827, 832 (1941). 25 Per the Agreement, Brighton assigned Seaport’s outstanding debt to Trillium in clear 26 and unequivocal language. See RJN, Ex. A; see also Purcell, 20 Cal. App. 3d at 814. As 27 such, Brighton waived any claim regarding Seaport’s outstanding debt effective July 14, 28 2023. Purcell, 20 Cal. App. 3d at 814 (By assigning the cause of action to a third party, 1 “the plaintiff simply waived any claim . . .”). As of September 11, 2024, the date Brighton 2 initiated this action, Trillium, by virtue of the assignment, was the real party in interest. 3 Therefore, Brighton did not have standing when it filed suit. 4 Acknowledging the existence of the Agreement, Brighton argues in its Reply that 5 they have standing because “the assignment between Plaintiff and Trillium was null and 6 void when Plaintiff filed the complaint.” Reply at 9. Brighton asserts that a clause within 7 the Agreement voided the Agreement because Trillium was unable to pay the purchase 8 price due to a default by PVG. Id. at 9-10. This argument fails. 9 First, the Agreement plainly states, “[i]f such event of default occurs and is not cured 10 within the prescribed time period, . . . this Agreement shall be null and void, unless 11 otherwise agreed by written agreement of [Brighton and Trillium].” RJN, Ex. A (emphasis 12 added). Such written agreement occurred when Brighton and Trillium signed the Release 13 Agreement on May 15, 2025. RJN, Ex. B. This also demonstrates Brighton and Trillium’s 14 joint understanding that the Release Agreement was necessary to relieve them of their 15 obligations within the Agreement. Stated differently, the mere existence of the Release 16 Agreement disposes of Brighton’s assertion that the Agreement was null and void when 17 this action was filed. Further, it supports Defendant’s argument that Plaintiff lacked 18 standing to sue when it filed the Complaint against Defendant. 19 In addition, Plaintiff does not argue the issue of standing in its Motion, despite 20 Defendant raising the issue as an affirmative defense in its Answer. See ECF Nos. 4, 15. 21 The Court need not consider Plaintiff’s standing argument because it was raised for the 22 first time in the Reply. See Zamani v. Carnes, 491 F.3d 990, 997 (9th Cir. 2007) (citation 23 omitted) (“The district court need not consider arguments raised for the first time in a reply 24 brief”); U.S. v. Anderson, 472 F.3d 662, 668 (9th Cir. 2006) (citations omitted) (“Issues 25 raised for the first time in a . . . reply brief are generally deemed waived”). 26 In sum, the timeline of events here is straightforward. In 2021, Seaport allegedly 27 breached its contract with Brighton. In July 2023, Brighton assigned its claim against 28 Seaport to Trillium. In September 2024, Brighton sued Seaport. In May 2025, Trillium | ||released the Seaport claim back to Brighton. At the time this suit was filed, Trillium was 2 ||the party in interest, and Brighton lacked standing to sue. Accordingly, Plaintiff fails to 3 ||negate Defendant’s affirmative defense, and Defendant has produced a genuine issue of 4 ||material fact to avoid summary judgment. Therefore, the Court DENIES summary 5 judgment in favor of Plaintiff on the breach of contract claim. 6 7 CONCLUSION 8 Accordingly, IT IS HEREBY ORDERED Plaintiff’s Motion for Summary Judgment 9 DENIED. 10 11 ||Dated: February 13, 2026
13 United States District Judge 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28