Panterra GP, Inc. v. Superior Court

Panterra GP, Inc. (Panterra GP) (plaintiff) was the general partner of Panterra Development, Ltd., L.L.P. (Panterra Development). Panterra GP served as the general contractor on a construction project for Rosedale Bakersfield Retail VI, LLC and Movie Grill Concepts XX, LLC (collectively, retailers) (defendants). However, the parties’ contract identified Panterra Development, which was not a licensed contractor, as the project’s general contractor. Panterra GP completed the work, but the retailers failed to pay. Panterra Development filed a mechanic’s lien stating that Panterra Development served as the project’s general contractor. Panterra GP sued the retailers to recover the amounts allegedly owed under the contract. In its second amended complaint, Panterra GP alleged that it was the general contractor on the project because it was the authorized representative of the contract’s actual signatory, Panterra Development. Panterra GP attached the building permit and occupancy certificate as exhibits, both of which identified Panterra GP as the general contractor. However, Panterra GP also attached the mechanic’s lien, which identified Panterra Development as the contractor, as an exhibit. After the retailers asserted that Panterra Development was not a licensed contractor, Panterra GP filed a third amended complaint in which it added a claim for reformation based on unilateral or mutual mistake. Specifically, Panterra GP claimed that the contract erroneously identified Panterra Development as the contracting party and asked the court to reform the contract to correctly identify Panterra GP as the contracting party. The trial court took judicial notice of the second amended complaint and sustained the retailers’ demurrer without leave to amend. Panterra GP petitioned the California Court of Appeal for a writ of mandate.