Delta Zee Solutions LLC v. Britannia Tucson LLC et al

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IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF ARIZONA
Delta Zee Solutions LLC,
Plaintiff,
v.
Britannia Tucson LLC, et al.,
Defendants.
No. CV-25-00414-TUC-AMM (MSA)
ORDER
On January 9, 2026, Magistrate Judge Maria S. Aguilera issued a Report and
Recommendation (“R&R”) recommending this Court deny Plaintiff/Counterdefendant
Delta Zee Solutions LLC’s (“Delta Zee”) and Counterdefendant Mark Zepeda’s (together
the “DZ Parties”) Motion for Declaratory Judgment. (Doc. 43.) The DZ Parties timely
objected, and Defendant/Counterclaimant Britannia Tucson, LLC (“Britannia”) responded.
(Docs. 48–49.) For the reasons discussed herein, the Court will overrule the objections and
adopt the R&R.
I. Legal Standard
“A judge of the court shall make a de novo determination of those portions of the
report or specified proposed findings or recommendations to which objection is made.” 28
U.S.C. § 636(b)(1)(C). The Court considers de novo only objections which are specific.
See United States v. Reyna-Tapia, 328 F.3d 1114, 1121 (9th Cir. 2003) (en banc) (the Court
reviews de novo those portions of the R&R to which specific objection is made). The Court
reviews portions of the R&R that are not objected to for clear error. See Prior v. Ryan, CV
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10-225-TUC-RCC, 2012 WL 1344286, at *1 (D. Ariz. Apr. 18, 2012). However, “while
the statute does not require the judge to review an issue de novo if no objections are filed,
it does not preclude further review by the district judge, sua sponte or at the request of a
party, under a de novo or any other standard.” Thomas v. Arn, 474 U.S. 140, 154 (1985).
A district judge may “accept, reject, or modify, in whole or in part, the findings or
recommendations” of the magistrate judge. § 636(b)(1)(C).
II. Background
This case arises out of a commercial lease dispute in which Delta Zee, the tenant,
and Britannia, the landlord, each sue the other for breach of contract. (See Docs. 14, 18.)
In its First Amended Complaint, Delta Zee alleges Britannia breached the parties’ August
7, 2024 agreement (the “Lease”) by failing to deliver possession of the property, which
resulted in termination, unjust enrichment, and damages. (See Doc. 14.) In the present
motion, the DZ Parties seek the Court interpret Paragraph 3.3 of the Lease as imposing a
fixed 120-day deadline for delivering exclusive possession running from January 1, 2025
and terminating on May 1, 2025. (See Doc. 30.) Britannia opposes the motion arguing the
Lease must be read as a whole, giving effect to Paragraphs 1.3, 3.3, and 51, and resulting
in an adjusted Commencement Date. (See Doc. 38.)
In the R&R, the Magistrate Judge construed the motion as a Motion for Judgment
on the Pleadings under Federal Rule of Civil Procedure 12(c) finding a “motion” for
declaratory relief is inconsistent with the Federal Rules. (Doc. 43 at 3 (citing Kam-Ko Bio-
Pharm Trading Co. v. Mayne Pharma (USA) Inc., 560 F.3d 935, 943 (9th Cir. 2009)).) The
Magistrate Judge then found the Lease is reasonably susceptible to both parties’
interpretations under Arizona law, and, as such, a material factual dispute exists about the
contractual intent precluding judgment on the pleadings. (Id. at 5–7.)
III. Discussion
The DZ Parties’ objections to the R&R assert inter alia that the Magistrate Judge
improperly characterized and omitted lease terms, treated Britannia’s allegations as
established facts, permitted parol evidence, and adopted an interpretation allowing delivery
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of possession after May 1, 2025, contrary to Lease Paragraphs 1.3, 2.2, 3.3, and 51. (See
Doc. 48.) Having considered the DZ Parties’ objections, the Court is not persuaded.
In Objections One and Two, the DZ Parties generally object to the Magistrate
Judge’s recommendation and object at length to the Magistrate Judge allegedly considering
only select portions of the Lease, “omitting” lease terms, or misusing descriptive qualifiers
(e.g., “standard form agreement,” addendum “drafted by the parties,” “Site Plan”). (Id. at
2–4.) However, the DZ Parties fail to explain how the alleged omissions or misdescriptions
undermine the Magistrate Judge’s legal analysis and conclusions. Nor do they provide legal
authority to support any such claim. To the extent the DZ Parties fail to specifically identify
the factual or legal errors in the Magistrate Judge’s analysis, such objections are
procedurally improper. See Fed. R. Civ. P. 72(b)(2) (requiring objections be “specific [and]
written”); see also Jones v. Wells Fargo Bank NA, No. CV-23-01502-PHX-DJH, 2023 WL
8600809, at *1 (D. Ariz. Dec. 12, 2023) (“Plaintiff’s failure to identify any flaws in the
legal analysis of the R&R has the same effect as a complete failure to object.” (citing
Warling v. Ryan, No. CV-12-01396-PHX-DGC-SPL, 2013 WL 5276367, at *2 (D. Ariz.
Sept. 19, 2013))). Moreover, while the Magistrate Judge did not copy the Lease in its
entirety in the R&R, she properly considered the Lease as a whole. As such, Objections
One and Two are overruled.
In Objection Three, the DZ Parties assert that the R&R improperly resolved disputed
facts in Britannia’s favor and request the Court clarify that the facts alleged by Britannia
were assumed true for the purpose of the motion only. (Id. at 4–5.) Here, the Magistrate
Judge properly applied the standard for a motion for judgment on the pleadings and
considered the factual allegations in the light most favorable to non-movant Britannia. See
Scanlon v. Cnty. of Los Angeles, 92 F.4th 781, 796 (9th Cir. 2024). To the extent Objection
Three seeks clarification, the Court finds the facts were so construed for the present motion
only.
Finally, Objections Four through Eleven ultimately object to the Magistrate Judge’s
finding that the Lease is susceptible to multiple interpretations making judgment on the
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pleadings improper. (See Doc. 48 6–17.) Specifically, in Objections Four though Seven,
the DZ Parties assert the Magistrate Judge mischaracterized their arguments as to Lease
Paragraph 51 and incorrectly determined the Lease is reasonably susceptible to Britannia’s
interpretation, allowing Britannia to deliver possession of the property after May 1, 2025.
(Id.) Further, in Objection Seven, the DZ Parties argue parol evidence may not be
considered because their interpretation reflects the plain reading of the Lease, and
“therefore that meaning must be applied by the Court without the consideration of external
evidence.” (Id. at 10–11.) The remaining objections similarly argue that Britannia’s
interpretation of the Lease is improper. (See id. at 12–18.)
Upon a de novo review of the objections, the Court finds the Lease is susceptible to
multiple interpretations when considering the allegations in the light most favorable to
Britannia, making judgment in Delta Zee’s favor improper at this stage. See Scanlon, 92
F.4th at 796 (holding judgment on the pleadings is only proper “when there is no issue of
material fact in dispute, and the moving party is entitled to judgment as a matter of law”).
To the extent the DZ Parties object that the Magistrate Judge “incorrectly attribute[d]” a
quotation to Plaintiff that misconstrues their position on whether the Commencement Date
could start prior to the delivery of exclusive possession (Doc. 48 at 9–10), the Court finds
this clarification does not change its analysis. Moreover, because multiple Lease
interpretations are possible under the present standard, external evidence may be
considered. See USI Ins. Services LLC v. Alliant Ins. Services Inc., No. CV-23-00192-
PHX-SMB, 2025 WL 1179412, at *3 (D. Ariz. Apr. 23, 2025) (“Where a contract is
susceptible to more than one meaning, extrinsic evidence may be used to interpret the
contract.” (citing ELM Retirement Ctr., LP v. Callaway, 246 P.3d 938, 942 (Ariz. Ct. App.
2010))). As such, the remaining objections are overruled.
Accordingly, because the DZ Parties have not met their difficult burden on their
motion for judgment on the pleadings, the Court will deny the motion. See Svec v. Davis,
No. CV-23-01116-PHX-DWL, 2024 WL 1894008, at *2 (D. Ariz. Apr. 30, 2024)
(explaining the burden on a plaintiff on a motion for judgment on the pleadings is
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“difficult” because “the pleadings must conclusively establish all elements for which the
plaintiff holds the burden and that no defense is possible”).
IV. Conclusion
The Court has reviewed the Magistrate Judge’s R&R (Doc. 43), the DZ Parties’
objections (Doc. 48), Britannia’s Response (Doc. 49), the DZ Parties’ Motion for
Declaratory Judgment (Doc. 30), Britannia’s Response (Doc. 38), the DZ Parties’ Reply
(Doc. 40), and the record. Upon a de novo review of the objected to portions of the R&R,
and clear error review of the unopposed portions, the Court will adopt the R&R.
Accordingly,
IT IS ORDERED that the Report and Recommendation is ADOPTED. (Doc. 43.)
IT IS FURTHER ORDERED that Plaintiff’s Motion for Declaratory Judgment,
construed as a Motion for Judgment on the Pleadings, is DENIED. (Doc. 30.)
Dated this 12th day of June, 2026.
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