Organovo Inc. v. New English Brewing Co. CA4/1

Filed 10/30/26 Organovo Inc. v. New English Brewing Co. CA4/1 NOT TO BE PUBLISHED IN OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115. COURT OF APPEAL, FOURTH APPELLATE DISTRICT DIVISION ONE STATE OF CALIFORNIA ORGANOVO INC., D086439 Plaintiff and Appellant, v. (Super. Ct. No. 37-2023- 00050375-CU-BT-CTL) NEW ENGLISH BREWING COMPANY INC., Defendant and Respondent. APPEAL from a judgment of the Superior Court of San Diego County, James A. Mangione, Judge. Affirmed. Law Offices of Daniel A. Kaplan and Daniel A. Kaplan, for Plaintiff and Appellant. Dillon Miller Ahuja & Boss, Scott Alan Miller and Sarah E. Bryant, for Defendant and Respondent.  Plaintiff and appellant Organovo Inc. (Organovo) appeals a summary judgment in favor of defendant and respondent New English Brewing Company Inc. (New English) on Organovo’s cause of action for intentional interference with contractual relations. Organovo claimed New English interfered with its (and other tenants’) rights under a lease by obtaining exclusive authorization to serve alcohol within certain outdoor common areas of the leased premises, thereby preventing Organovo’s and its employees’ claimed lease right to use those premises for gatherings where non-New English alcohol is served. The trial court ruled there were no triable issues of material fact as to whether New English’s intentional acts were designed to induce a breach or disruption of Organovo’s contractual relationship; whether there was any actual breach or disruption of Organovo’s contractual relationship; and whether Organovo suffered damages because its asserted damages were speculative. Organovo contends the court erred by granting summary judgment for various reasons, including because its lease granted it a nonexclusive right to bring and use alcohol in the outdoor area of the leased premises at issue. As we explain below, we disagree and thus affirm the judgment. FACTUAL AND PROCEDURAL BACKGROUND We state the facts and view the evidence in the light most favorable to Organovo as the losing party, resolving evidentiary doubts or ambiguities in its favor. (Bailey v. San Francisco District Attorney’s Office (2024) 16 Cal.5th 611, 620, 634.) New English and Organovo both lease commercial space in an industrial park (the property) owned by San Diego Inspire 2, LLC (Inspire), and managed by Longfellow Property Management Services CA, Inc. 2 (Longfellow).1 Since 2011, New English has operated its premises as a brewery and tasting room. The commercial property presently includes an approximately 10,000 square foot outdoor area including a hardscape patio, pergola and extended lawn (the Outdoor Area).2 Around the time the landlord acquired the property in 2019, a representative discussed its plans for the space with Lacey, telling him that once the Outdoor Area was created, New English could use the entire space to serve beer to its patrons. Based on their interactions, Lacey concluded that New English and the landlord had an oral agreement authorizing New English to use the entire area for beer service under an exclusive license, as long as it had insurance and maintained its California Department of Alcoholic Beverage Control (ABC) license in good standing. It was in 2020 that the landlord converted an unimproved parking lot into the Outdoor Area as a tenant amenity. Early that year, Organovo began negotiating with the landlord for new commercial space in the property. During the negotiations, the landlord’s representatives stated on multiple occasions that the Outdoor Area was part of the common area available for the non-exclusive use and enjoyment of Organovo and other tenants, and that 1 As does Organovo, we sometimes collectively refer to Inspire and Longfellow as the landlord. The parties refer to the property at times as the SOVA Science District or SOVA. 2 In his opposing summary judgment declaration, Organovo’s executive chairman Keith Murphy refers to the approximately 10,000 square foot Outdoor Area—including the hardscape patio, pergola and lawn—as the “Patio and Lawn Amenity.” He states that the landlord represented that the Patio and Lawn Amenity (i.e., the entire 10,000 square foot Outdoor Area) was part of the common area. In his moving summary judgment declaration, New English’s president Simon Lacey refers to the outdoor patio, pergola and lawn area as the “Patio Area.” 3 any tenant could occasionally hold special events by reserving a portion of the space for its exclusive use. The landlord did not say that any tenant had superior rights to use the Outdoor Area over any other tenant. In July 2020, New English applied for and obtained an ABC COVID-19 temporary catering permit. This allowed it to use a portion of the Outdoor Area adjacent to its tasting room and bounded by a chain link fence for beer service (the temporary permit space).3 As early as that month, New English began serving beer, and by September 2020, it was using the entire Outdoor Area to do so.4 In November 2020, Organovo signed its lease agreement. The lease provides for Organovo’s non-exclusive use of common areas on the premises, subject to specified rules and regulations. Specifically, section 1.1.3 of the lease, entitled “Common Areas,” provides: “Tenant shall have the non- exclusive right to use in common with other tenants in the Project and, subject to the rules and regulations referred to in Article 5 of this Lease, those portions of the Project which are provided, from time to time, for use in common by Landlord, Tenant and any other tenants of the Project (such areas, together with such other portions of the Project designated by Landlord, in its reasonable discretion, including certain areas designated for the exclusive use of certain tenants, including Tenant, or to be shared by 3 This reading of the temporary catering permit is most favorable to Organovo, as is required on summary judgment review, and disregards Lacey’s conflicting deposition testimony that the bounded area encompassed the entire Outdoor Area. 4 It was not until April 2021, however, that New English and the landlord entered into a license agreement granting New English the exclusive right to serve alcohol in the temporary permit space. That license agreement acknowledged that New English had been using the temporary permit space without the landlord’s authorization. 4 Landlord and certain tenants, including Tenant, are collectively referred to here as the ‘Common Areas’).” Similarly, section 5.5.1 of the lease provides that the “Tenant shall have the non-exclusive right, in common with others, to use the Common Areas, subject to the Rules and Regulations.” The lease has an integration clause.5 The lease rules and regulations are set out in Exhibit 5.2. The sole alcohol-related rule provides that the landlord “reserves the right to exclude or expel from the Project any person who . . . is intoxicated or under the influence of liquor or drugs, or who shall [take] any act in violation of these Rules or Regulations.” The rules and regulations also prohibit specified activities by tenants, including using flammable substances, keeping animals, and cooking, but nothing related to alcohol use. Paragraph 19 of the rules address use of the common areas, and provides: “Tenant, its employees and agents shall not loiter in or on the entrances, corridors, sidewalks, lobbies, courts, halls, stairways, elevators, vestibules or any Common Areas for the purpose of smoking tobacco products or for any other purpose, nor in any way obstruct such areas, and shall use them only as a means of ingress and egress for the Premises.” 5 Paragraph 29.14 of the lease provides: “Entire Agreement. It is understood and acknowledged that there are no oral agreements between the parties hereto affecting this Lease and this Lease constitutes the parties’ entire agreement with respect to the leasing of the Premises and supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between the parties hereto or displayed by Landlord to Tenant with respect to the subject matter thereof, and none thereof shall be used to interpret or construe this Lease. None of the terms, covenants, conditions or provisions of this Lease can be modified, deleted or added to except in writing signed by the parties hereto.” 5  After entering into a first amendment expanding the leased square feet, in December 2021 Organovo moved into its space, which was near the Outdoor Area. In February 2023, Lacey learned that the ABC was phasing out its temporary catering authorization permits, so that month, New English began preparing an application package for a permanent change to its licensed premises. On March 29, 2023, Lacey personally submitted to the ABC an application to permanently expand its ABC license beyond the temporary permit space to encompass the entire Outdoor Area. Later that day, Murphy and a group of Organovo employees gathered on the premises in a space within the Outdoor Area. Organovo purchased New English beer for that event, and also supplied wine for some employees. At some point New English staff members interrupted the gathering and told the group they could not drink outside alcohol at that location. When Murphy asserted Organovo’s right to use the area and instructed New English staff not to take the wine, the New English staff members left but returned and put Lacey on the phone with Murphy. Lacey told Murphy it was unlawful or illegal for anyone to consume outside alcohol in the area. Murphy disagreed. As a result of the March 29, 2023 interaction, Organovo stopped using the Outdoor Area to what it believed was the full extent allowed by the lease. Organovo then held gatherings at off-site venues. In April 2023, the ABC approved New English’s request for a permanent expansion of its ABC license. In May and June 2023, New English and the landlord discussed a new license agreement. During the negotiations, the landlord’s representatives proposed including “language to clarify that other tenants can continue to use the expanded [Outdoor Area] as 6 part of the Common Area of the Project, regardless of whether they choose to purchase beverages from [New English],” specifically referencing Murphy’s claims. But Lacey insisted on having “clear language [in the license agreement] stat[ing] that [New English] is the sole purveyor of alcohol within the designated expanded . . . area” out of concern the ABC might reject the license and terminate its privileges. (Some capitalization omitted.) Lacey stated: “I understand that [New English] cannot prevent other tenants from using the space and that use of the [Outdoor Area] for EVERY OTHER use is non-exclusive (to everyone) but for the sale/consumption/possession of alcoholic beverages [New English] must be the ONLY entity granted those rights or ABC will not approve the use.” In mid-June 2023, New English entered into a license agreement with Inspire giving New English the exclusive right to use the entire Outdoor Area to serve alcoholic beverages (the June 2023 license). Organovo’s Lawsuit Organovo thereafter sued New English, alleging a single cause of action for intentional interference with contract. It alleged New English knew Organovo had a contractual right under the lease to use the Outdoor Area (referred to in the pleadings as the “Patio Area”) for functions where Organovo provided or allowed the consumption of alcohol by its employees and guests, but New English had interfered with its lease in various ways, including by using and marketing the Outdoor Area beyond the scope of its ABC license; asserting an exclusive right to serve alcohol on the Outdoor Area before obtaining an expanded license to do so; making misrepresentations to or omitting information from the ABC about the premises or the parties’ disputes; asserting an exclusive right to be the sole 7 provider of alcohol on the Outdoor Area; and preventing Organovo from bringing or consuming its own alcoholic beverages there. Summary Judgment Motion New English moved for summary judgment or alternatively summary adjudication. It argued it had a preexisting oral agreement with the landlord to use the entire Outdoor Area to serve alcohol, and pointed to the June 2023 license giving New English the exclusive right to use the patio area for that purpose. According to New English, the license agreement gave tenants the right to use the patio area for private events with landlord approval by use of a reservation form, which limited the consumption of alcohol to beer served by New English, but permitted consumption of non-New English alcoholic beverages if the tenant obtained a daily license, catering authorization, or event authorization from the ABC. The reservation form advised tenants that no outside food or alcohol was permitted in the Outdoor Area unless approved by the landlord. Thus, New English argued Organovo did not have an unqualified right under its lease to use the Outdoor Area for the consumption of its own alcohol. It argued that alternatively, the landlord had an online reservation system, in place since October 2020, by which Organovo could reserve space for a private event and if it chose, could consume its own alcohol after obtaining an ABC one-day event permit. New English further argued it was entitled to summary judgment on the separate ground that Organovo lacked evidence of monetary damages flowing from its purported interference with Organovo’s lease. In part, it argued Organovo could not show monetary damages related to New English’s use of the Outdoor Area because Organovo could continue to use the area either as a New English patron or by reserving a private event with the landlord. 8  New English presented evidence via Lacey’s declaration and a license agreement between it and Inspire showing that if a tenant of the property wanted to reserve space on the patio and serve its own alcohol, Longfellow required the tenant to execute a “Special Events License and Waiver” (special events license) having certain terms and conditions.6 Lacey also averred that if a tenant wished to conduct a private event in all or part of the Outdoor Area, it could submit an online reservation request for the landlord’s approval. The booking form showed that the landlord limited the consumption of alcohol in the Outdoor Area to New English beer, but it would allow a tenant to consume non-New English alcoholic beverages as long as the tenant obtained a daily license, catering authorization or event authorization from the ABC. Lacey averred that the landlord’s online reservation system had been in use since approximately October 2020. Organovo opposed the motion. It argued that from November 2020 to mid-June 2023, it “held a present non-exclusive contract right to full use and enjoyment of the [property’s] common areas,” including the right to bring and drink its own alcohol on the Outdoor Area beyond New English’s temporary 6 The special events license attached an exhibit setting out terms of use, providing: “The area commonly known as the ‘Patio’ is available to tenants on a shared, nonexclusive basis as patrons of New English Brewing Company (‘New English’) as the Patio is covered by New English’s license from the [ABC]. The consumption of alcoholic beverages within the ‘Patio’ is limited to beer served by New English, unless Licensee obtains from the ABC a daily license, catering authorization or event authorization for a portion of the Patio for which New English has surrendered its license to accommodate the Event. For private events not involving New English, the ‘Patio’ is available by reservation at least three (3) weeks in advance and must be approved by [the landlord].” New English’s license with Inspire required it to surrender its ABC license to the exact location of any special event in which alcohol would be served under a daily license. 9 licensed space.7 It maintained that its right did not conflict with the lease rules and regulations or New English’s pre-existing rights. Organovo argued that after the March 2023 incident in which New English employees told Organovo employees they could not drink wine in the Outdoor Area, New English acted quickly to secure an ABC license expanding its exclusive control into the entire Outdoor Area, then negotiated with the landlord to obtain the exclusive right to control all alcohol service in the Outdoor Area. Organovo argued: “Lacey and [New English’s] intentional efforts to secure the legal permission and the exclusive rights to [areas beyond the temporary authorization space], left no daylight for Organovo’s rights. To reach total control, Lacey and [New English] destroyed Organovo (and other SOVA tenants) pre-existing non-exclusive right [sic] to use and enjoyment of the [Outdoor Area], including the right to bring and drink their own alcohol.” Among other evidence,8 Organovo presented the declaration of Murphy, who recounted that during lease negotiations, the landlord’s representatives stated on multiple occasions that the Outdoor Area was part of the common area, and would be available for the non-exclusive use and enjoyment by tenants. He averred that “any . . . tenant could occasionally hold ‘Special Events’ by ‘reserving’ a portion of the space for its exclusive 7 Organovo referred to New English’s temporary expanded area from the COVID-19 Temporary Catering Authorization as the “temporary area” and the common area beyond the chain link fence extending through the remaining part of the Outdoor Area as the “free outdoor area.” 8 Organovo attached approximately 164 pages of the entire deposition transcript of Lacey, citing in its opposition papers some of his testimony about the extent of the temporary permit space, his understanding of the oral agreement New English had with the landlord, and whether he actually signed the April 2021 agreement between New English and the landlord. 10 use.” He averred the landlord at no time represented that any tenant had superior rights over any other tenant to use the Outdoor Area. Murphy averred that he anticipated his company and staff would use the Outdoor Area for a variety of purposes, including stretching legs during the workday, conducting meetings, gathering for lunch, enjoying beverages, and having occasional celebrations, some involving bringing and drinking alcohol. He stated that at no time during visits between September 2020 and late 2022 was he informed that New English had been granted an exclusive license to exercise control over the entire Outdoor Area. He stated that after the March 2023 incident, Organovo had not used the Outdoor Area to the full extent of its lease. Murphy further stated that New English’s acts of pursuing the expansion of its ABC license and “aggressively negotiating” to obtain a grant of exclusive rights to serve alcohol on the Outdoor Area caused “economic damage” to Organovo. Specifically, Murphy stated that the value of Organovo’s lease was diminished by the loss of its pre-existing non-exclusive right to the full use and enjoyment of the Outdoor Area, including the furnishing and consumption of non-New English alcohol by Organovo employees and representatives; its business and its ability to fully socialize as often as allowed by its lease was harmed; and Organovo had since the end of March 2023 held gatherings at off-site venues, causing increased costs for mileage reimbursement and/or transportation, loss of productive employee time, and higher prices for food and drinks. Murphy stated that based on the 11 lease’s diminution in value and Organovo’s increased costs, Organovo’s monetary damages exceeded $25,000.9 Court’s Ruling The court granted summary judgment in New English’s favor. It ruled New English made a prima facie showing that its actions in pursuing a permanent alcohol license and executing the June 2023 Agreement were not designed to induce a breach or disruption of Organovo’s rights under the lease. It ruled the lease’s grant of a non-exclusive right to use the Outdoor Area and its silence on whether Organovo could bring and consume its own alcoholic drinks was “not the same as granting [Organovo] an explicit right to consume its own alcoholic drinks in the shared Outdoor Area.” The court observed that the June 2023 license allowed Organovo’s continued use of the Outdoor Area and the ability to request permission to serve outside alcoholic beverages with an appropriate ABC license, and New English was required to allow Organovo to use the Outdoor Area and serve outside alcoholic beverages if the landlord approved Organovo’s request. Thus, the court ruled Organovo’s ability to use the Outdoor Area, and serve its own alcoholic beverages, was not disrupted by New English’s actions. The court also observed that the lease reserved the landlord’s right to designate certain common areas for exclusive use by certain tenants. It ruled Organovo therefore failed to meet its burden to make a prima facie showing that triable issues of material fact existed as to three elements of its intentional interference with contract cause of action. 9 In reply, New English objected to Murphy’s declaration, but the court overruled all of its objections. New English does not reiterate any of its evidentiary objections in its respondent’s brief, so we consider the declaration in its entirety and construe it in the light most favorable to Organovo. That does not prevent us from assessing whether the declaration is nevertheless competent to raise triable issues of material fact. 12  The court further ruled Organovo’s alleged damages were speculative, as Organovo retained the ability to use the Outdoor Area in the manner in which it was permitted to use it before the June 2023 license, subject to the landlord’s approval for consumption of outside alcohol. It ruled any loss in the lease’s value was “de minimis at best” and could have been imposed unilaterally by the landlord, even without New English’s actions. It rejected the argument that Organovo would incur additional costs for its occasional gatherings, pointing to its ability to request access to the Outdoor Area without additional cost. The court ruled that “[r]equiring advance notice of a request for gatherings at which alcoholic beverages will be served does not cause [Organovo] to suffer monetary damages.” Organovo appealed from the ensuing judgment. DISCUSSION I. Summary Judgment Legal Principles and Standard of Review “A trial court properly grants a motion for summary judgment only if no triable issue exists as to any material fact and the defendant is entitled to judgment as a matter of law. [Citations.] ‘The moving party bears the burden of showing the court that the plaintiff “has not established, and cannot reasonably expect to establish, a prima facie case . . . .” ’ ” (Bailey v. San Francisco District Attorney’s Office, supra, 16 Cal.5th at p. 620.) “ ‘Where, as here, the defendant moves for summary judgment on the grounds that one or more elements of the plaintiff’s [cause of action] cannot be established, the defendant must present evidence that either “conclusively negate[s] an element of the plaintiff’s cause of action” or “show[s] that the plaintiff does not possess, and cannot reasonably obtain,” evidence needed to establish an element . . . .’ [Citations.] ‘ “Only after the defendant carries 13 that initial burden does the burden shift to the plaintiff ‘to show that a triable issue of one or more material facts exists as to the cause of action . . . .’ ” ’ [Citations.] ‘There is a triable issue of material fact if, and only if, the evidence would allow a reasonable trier of fact to find the underlying fact in favor of the party opposing the motion in accordance with the applicable standard of proof.’ ” (Long Beach Memorial Medical Center v. Allstate Ins. Co. (2023) 95 Cal.App.5th 710, 716.) Both moving and opposing parties have an obligation to submit separate statements. (Code Civ. Proc., § 437c, subd. (b)(1), (3).) The opposing party’s statement must “unequivocally state whether each particular fact was disputed and, if so, specifically and succinctly cite the evidence supporting that contention.” (Collins v. Hertz Corp. (2006) 144 Cal.App.4th 64, 73.) It is insufficient to incorporate responses of other disputed or undisputed facts. (See ibid.) “The separate statement serves two important functions in a summary judgment proceeding: it notifies the parties which material facts are at issue, and it provides a convenient and expeditious vehicle permitting the trial court to hone in on the truly disputed facts.” (Id. at p. 74.) “That goal is defeated where . . . the trial court is forced to wade through stacks of documents, the bulk of which fail to comply with the [summary judgment statute’s] substantive [or] . . . formatting requirements . . . , in an effort to cull through the arguments and determine what evidence is admitted and what remains at issue. The realization of this goal is so important that the Legislature has determined ‘[f]ailure to comply with this requirement of a 14 separate statement may constitute a sufficient ground, in the court’s discretion, for granting the motion.’ ” (Id. at pp. 72-73.)10 “ ‘ “ ‘ “We review the trial court’s decision de novo, considering all the evidence set forth in the moving and opposing papers except that to which objections were made and sustained.” ’ [Citation.] We liberally construe the evidence in support of the party opposing summary judgment and resolve doubts concerning the evidence in favor of that party.” ’ ” (Hampton v. County of San Diego (2015) 62 Cal.4th 340, 347; see also Bailey v. San Francisco Dist. Attorney’s Office, supra, 16 Cal.5th at p. 620.) We strictly construe the defendant’s evidence in order to resolve any evidentiary doubts. (Wiener v. Southcoast Childcare Centers, Inc. (2004) 32 Cal.4th 1138, 1142.) Because we independently review the propriety of summary judgment, 10 Organovo’s opposing separate statement does not comply with these requirements. In some respects, it disputes New English’s asserted facts “to the extent” they suggest some other facts. (See Beltran v. Hard Rock Hotel Licensing, Inc. (2023) 97 Cal.App.5th 865, 875 [“It is completely unhelpful [for an opposing summary judgment separate statement] to evade the stated fact in an attempt to create a dispute where none exists”].) And, instead of pointing to specific evidence it contends disputes New English’s facts, it refers to and incorporates only by number its own additional undisputed material facts, at times to large segments of those facts. (E.g., “See AUMF’s 23-30 & 31-39 & 40-43 (below).”) While Code of Civil Procedure section 437c permits incorporation by reference, that “subdivision relates to incorporating ‘matter in the court’s file;’ not to evidence and materials a party submits in support of its opposition to the motion.” (Collins v. Hertz Corp., supra, 144 Cal.App.4th at p. 75, fn. 5, citing Code Civ. Proc., § 437c, subd. (b)(7).) Thus, incorporation by reference is entirely proper where “responses specifically direct the court to evidence which respondents claim advances their contention that a particular material fact is undisputed.” (Ibid.) Organovo’s incorporation did not “specifically direct the court to evidence . . . .” Because New English did not object below and the trial court did not require Organovo to resubmit its opposing separate statement, we have sorted through Organovo’s references and the evidence to determine the propriety of summary judgment. 15 “ ‘[w]e need not defer to the trial court and are not bound by the reasons in its summary judgment ruling; we review the ruling of the trial court, not its rationale.’ ” (Nicoletti v. Kest (2023) 97 Cal.App.5th 140, 144; see also Rheinhart v. Nissan North America, Inc. (2023) 92 Cal.App.5th 1016, 1024.) II. Intentional Interference With Contract “To prevail on a cause of action for intentional interference with contractual relations, a plaintiff must plead and prove (1) the existence of a valid contract between the plaintiff and a third party; (2) the defendant’s knowledge of that contract; (3) the defendant’s intentional acts designed to induce a breach or disruption of the contractual relationship; (4) actual breach or disruption of the contractual relationship; and (5) resulting damage. [Citation.] To establish the claim, the plaintiff need not prove that a defendant acted with the primary purpose of disrupting the contract, but must show the defendant’s knowledge that the interference was certain or substantially certain to occur as a result of his or her action.” (Reeves v. Hanlon (2004) 33 Cal.4th 1140, 1148; see also Pacific Gas & Electric Co. v. Bear Stearns & Co. (1990) 50 Cal.3d 1118, 1126; Jenni Rivera Enterprises, LLC v. Latin World Entertainmnent Holdings, Inc. (2019) 36 Cal.App.5th 766, 788 (Jenni Rivera).) Nor is it necessary generally that the plaintiff prove “that the defendant’s conduct [was] wrongful apart from the interference with the contract itself.” (Ixchel Pharma, LLC v. Biogen, Inc. (2020) 9 Cal.5th 1130, 1141.) “[I]nterference with the plaintiff’s performance may give rise to a claim for interference with contractual relations if plaintiff’s performance is made more costly or more burdensome.” (Pacific Gas & Electric Co. v. Bear Stearns & Co., supra, 50 Cal.3d at p. 1129; Rincon Band of Luiseno Mission Indians etc. v. Flynt (2021) 70 Cal.App.5th 1059, 1111.) The tort “requires only proof 16 of interference,” not proof of a breach. (Pacific Gas & Electric Co., at p. 1129.) But a cause of action for intentional interference with contract will not lie where the contract at issue does not grant the right assertedly interfered with. (See, e.g., Rincon, at pp. 1111-1112 [tribe’s claim of interference with gaming compact failed on demurrer because asserted exclusive right to banked gaming stemmed from not the gaming compact but the California Constitution; “to the extent the claim for tortious interference with contractual relations is based on the Tribes’ exclusive right to offer banked games, that right does not derive from the compact, and the claim therefore fails on that basis”]; see also Davis v. Nadrich (2009) 174 Cal.App.4th 1, 10- 11 [claim of interference with law partnership agreement by act of referring cases to one partner individually failed on summary judgment because plaintiff “offered no evidence that [the partnership contract] precluded either partner from accepting individual referrals”].) The fifth element—that damage to Organovo resulted from New English’s actions—turns on causation. (Jenni Rivera, supra, 36 Cal.App.5th at p. 792.) “A cause of action for interference with contractual relations . . . require[s] the plaintiff to prove causation. [Citations.] ‘A cause of injury, damage, loss or harm is something that is a substantial factor in bringing about an injury, damage, loss or harm.’ ” (Franklin v. Dynamic Details, Inc. (2004) 116 Cal.App.4th 375, 391; Jenni Rivera, at p. 792.) A causal nexus must be established by something more than a mere temporal sequence of events; a jury must be able to draw a reasonable inference that an action was a substantial factor in bringing about damage. (See Franklin, at pp. 393- 394.) 17  III. Organovo’s Contentions Organovo challenges the trial court’s summary judgment ruling on various grounds. In part, Organovo contends (1) it raised disputed fact issues on whether it possessed a nonexclusive right to bring and use alcohol on the Outdoor Area of the leased premises; (2) the court imposed an improper intent-to-interfere standard, while Organovo met its burden to show New English knew its efforts would interfere with its lease rights; (3) the court improperly required it to identify a particular lease clause with which New English interfered; (4) the lease permitted consumption of alcoholic beverages by tenants on the Outdoor Area; (5) the commercial reasonableness of the landlord’s special event procedure to permit tenants to consume their own alcoholic beverages in the Outdoor Area, as well as its action in granting New English an exclusive use and control over the Outdoor Area, presented a jury question; (6) the court invaded the jury’s province to decide disputed questions regarding the lease’s interpretation; and (7) the court misapplied the law as to damages. Most of these arguments—directed to the trial court’s reasoning—are misplaced. As stated above, we are not bound by that reasoning, which is irrelevant as this court reviews the summary judgment papers de novo. (Rheinhart v. Nissan North America, Inc., supra, 92 Cal.App.5th at p. 1024; Nicoletti v. Kest, supra, 97 Cal.App.5th at p. 144.) In its opening brief, Organovo does not contest whether New English’s evidentiary showing met its prima facie summary judgment burden or argue that its evidence failed to 18 shift the burden.11 “ ‘ “[A]lthough we use a de novo standard of review [on a summary judgment], we do not transform into a trial court.” ’ [Citation.] We approach a summary judgment appeal, as with any appeal, with the presumption the appealed judgment is correct. [Citation.] Therefore, ‘ “ ‘[o]n review of a summary judgment, the appellant has the burden of showing error, even if he did not bear the burden in the trial court.’ ” ’ ” (Meridian Financial Services, Inc. v. Phan (2021) 67 Cal.App.5th 657, 684; see also DiCola v. White Brothers Performance Products, Inc. (2008) 158 Cal.App.4th 666, 676 [“ ‘Generally, the rules relating to the scope of appellate review apply to appellate review of summary judgments’ ”].) Rather, as summarized above, Organovo asserts the evidence in the summary judgment record raises triable issues of material fact as to whether, among other issues, the lease granted it a non-exclusive right to use the Outdoor Area for consumption of alcohol and the evidence demonstrates “actual economic loss” from New English’s interference for Organovo “having to relocate events” and “due to the future harm of incurring additional expense . . . .” We begin with the latter question of resulting damages, since, if Organovo’s summary judgment evidence does not raise questions for a trier of fact as to compensable damage, we need not reach its remaining contentions. IV. Resulting Damages As stated, damage resulting from the interference is a necessary element of a cause of action for intentional interference with contract. 11 Only in its reply brief does Organovo squarely argue New English failed to meet its initial summary judgment burden. We ordinarily do not consider issues raised for the first time in a reply brief. (Raceway Ford Cases (2016) 2 Cal.5th 161, 178; Garcia v. McCutchen (1997) 16 Cal.4th 469, 482, fn. 10.) 19 (Reeves v. Hanlon, supra, 33 Cal.4th at p. 1148.) “(1) One who is liable to another for interference with a contract . . . is liable for damages for [¶] (a) the pecuniary loss of the benefits of the contract . . . ; [¶] (b) consequential losses for which the interference is a legal cause; and [¶] (c) emotional distress or actual harm to reputation, if they are reasonably to be expected to result from the interference.” (Rest.2d Torts, § 774A, subd. (1).) “The measure of damages for intentional interference with contractual relations . . . is ‘an amount that will reasonably compensate plaintiff for all loss or harm . . . suffered by plaintiff and caused by the defendant’s conduct.’ ” (Sole Energy Co. v. Petrominerals Corp. (2005) 128 Cal.App.4th 212, 232-233; see also Civ. Code, § 3333 [tort measure of damages is “the amount which will compensate for all the detriment proximately caused thereby”].) “The plaintiff can also recover for consequential harms, provided they were legally caused by the defendant’s interference.” (Rest.2d Torts, § 774A, com. d.; see also Jenni Rivera, supra, 36 Cal.App.5th at p. 792 [discussing substantial factor causation for interference with contract tort].) In opposing summary judgment, Organovo’s sole evidence of resulting damage was Murphy’s declaration. Murphy stated that New English’s acts had “caused economic damage to Organovo as follows: “a. The value of Organovo’s Lease has been diminished by the loss of its pre-existing non-exclusive right to the full use and enjoyment of the [Outdoor Area], including the furnishing and consumption of alcohol (other than [New English-]purchased beer) by Organovo employees and representatives; “b. Organovo’s business has been harmed by its inability to fully enjoy social time in the amenity space. Social integration of the company is a key contributor to its ability to perform highly as a group, and [New English’s] 20 actions have harmed our ability to socialize as often and, in the manner, allowed under Organovo’s Lease; “c. Since March 29, 2023, Organovo has held gatherings at off-site venues, which could have been held on the [Outdoor Area], but for the limitation to the purchase and consumption of [New English] beer only. Further, Organovo attempted to hold other private events, including in an amenity located apart from the [Outdoor Area], which as a result of [New English’s] interference, required Organovo’s compliance with new and arbitrary standards imposed at [New English’s] behest. The monetary costs to Organovo to hold gatherings off-site is more than the cost of gathering on the [Outdoor Area]. These increased costs, include, but are not limited to the following: “(1) the cost for mileage reimbursement and/or transportation to the offsite venue(s) for Organovo executive staff, members of the Organovo board of directors, and Organovo employees; “(2) the loss of additional productive employee time required to coordinate the gatherings at the offsite venue(s), and “(3) the increase in costs for food, drinks, including alcoholic beverages, for the events at the offsite venue(s).” Organovo’s opening brief arguments as to damages are limited. It does not address how Murphy’s declaration sufficed to preclude summary judgment on whether it suffered diminution