KJ-PARK, LLC v. MATCH GROUP, LLC, et al.

Background

This diversity case arises from a commercial lease for a three-story building. KJ-Park alleges that Match Group, LLC and Match Group, Inc. breached the lease and a guaranty. Match Group asserted counterclaims for breach of contract and money had and received, alleging that it properly terminated the lease because of KJ-Park’s alleged breach.

The earlier district court proceedings focused on whether a city retail ordinance was covered by the lease’s definition of “Applicable Law.” The district court granted summary judgment—a ruling without a trial when the court finds no genuine dispute requiring trial—for Match Group on KJ-Park’s claims and on Match Group’s counterclaims. It also awarded Match Group fees and costs and denied the parties’ expert-evidence motions as moot.

The Ninth Circuit held that the ordinance was not “Applicable Law” under the lease, that Match Group was not entitled to terminate the lease on that basis, and that Match Group was not entitled to summary judgment on KJ-Park’s breach-of-contract claim or its counterclaims. The Ninth Circuit reversed and remanded the summary-judgment rulings on KJ-Park’s breach-of-contract and breach-of-guaranty claims and Match Group’s counterclaims, vacated the fee and cost award, and vacated the denial of the expert-evidence motions as moot.

Mandate Rule

The court explained that the mandate rule prevents a district court from revisiting matters the appellate court decided or necessarily resolved. The district court may decide matters left open by the appellate court’s remand.

The court rejected KJ-Park’s position that only the amount of its damages remained. It also rejected Match Group’s position that the remand broadly reopened every issue it identified. The court stated that it could not determine the precise boundaries of all issues on the current record.

Matters Foreclosed or No Longer at Issue

The court found that the following matters were foreclosed by the Ninth Circuit’s mandate or were no longer at issue:

- Match Group’s first affirmative defense, based on failure to state a claim. - Match Group’s fifth affirmative defense, based on failure of a condition precedent tied to the city retail ordinance and office use. - Match Group’s sixth affirmative defense, based on fraud in the inducement, because the district court had already granted summary judgment for KJ-Park on that defense and no basis existed to revisit the ruling. - Match Group’s eleventh affirmative defense, based on frustration of purpose, for the same reason. - Match Group’s fifteenth affirmative defense, based on setoff tied to the alleged failure to deliver the premises for general office use. - Match Group’s eighteenth affirmative defense, which reserved a right to raise other defenses later. - Match Group’s first counterclaim for breach of contract, to the extent it was based on KJ-Park’s alleged obligation to ensure that the entire building could lawfully be used for general office space. - Match Group’s second counterclaim for money had and received, to the extent it incorporated that theory or was based on failure to deliver the premises as required by the lease.

The court stated that Match Group might still be able to pursue a restitutionary remedy based on the alleged voidability of the lease for mistake, rather than on the retail ordinance or the “Applicable Law” provision, if Match Group prevails on a mistake defense.

Matters Remaining for Adjudication

The court found that the following matters, or portions of them, remained within the remand or otherwise remained at issue:

- KJ-Park’s breach-of-contract and breach-of-guaranty claims. Further proceedings cannot revisit whether the ordinance was “Applicable Law,” whether compliance with it was KJ-Park’s responsibility, or whether Match Group could terminate the lease because of noncompliance with the ordinance. - Match Group’s second affirmative defense, based on KJ-Park’s alleged breach of contract. Match Group must show that the issues it seeks to pursue were not conclusively decided or necessarily resolved by the Ninth Circuit. - Match Group’s third and fourth affirmative defenses, based on unilateral and mutual mistake. The court stated that these defenses might be based on the existence of the ordinance, apart from the ordinance’s effect on the parties’ contractual obligations. - Match Group’s ninth affirmative defense, which KJ-Park appeared to acknowledge included mitigation of damages, and Match Group’s thirteenth affirmative defense, based on no injury or damage. - Match Group’s seventh affirmative defense, based on illegal purpose, and its other remaining affirmative defenses—waiver and estoppel, negligence, unclean hands, unjust enrichment, laches, and statute of limitations. The court stated that these defenses appeared available because they had not been addressed on summary judgment or appeal, but Match Group had not said whether it intended to pursue them. - The parties’ expert-evidence motions concerning Craig Owyang and Josh Fronen, which the Ninth Circuit had vacated as moot.

Further Proceedings and Disposition

The court found no basis to revisit matters already decided on summary judgment, and Match Group did not show that additional discovery or further dispositive-motion proceedings were warranted. The court also found no basis for additional expert disclosures or discovery.

The court set an in-person hearing on the expert-evidence motions for November 10, 2026; a private-mediation deadline of December 18, 2026; a final pretrial conference for January 20, 2027; and a five-day bench trial beginning February 16, 2027. The parties were ordered to file a joint status report by September 11, 2026, addressing whether they would use their experts and which of Match Group’s remaining defenses it intended to pursue.

The opinion is a post-remand case-management and mandate-scope ruling. It does not finally decide the remaining liability or damages issues.