PAMELA NG VS. LEE VAN PELT, ET AL

The Demurrer of Defendants Lee Van Pelt and Susan C. Yi (“Defendants”) to the Verified Complaint of Plaintiff Pamela Ng (“Plaintiff”) is SUSTAINED WITH LEAVE TO AMEND in part, and OVERRULED in part, as set forth below.

Defendants demur to all six causes of action based on failure to allege facts sufficient to constitute a cause of action and uncertainty. Defendants first address each cause of action based on failure to allege facts sufficient to constitute a cause of action and then address all causes of action together based on uncertainty. The court therefore addresses Defendants’ arguments in the same order.

Demurrer based on failure to state facts sufficient to constitute a cause of action (Code Civ. Proc., § 430.10, subd. (e)

(1) The Demurrer to the First Cause of Action for Breach of Contract is OVERRULED.

Defendants argue that this cause of action is barred by either the two-year statute of limitations for breach of an oral contract or the four-year statute of limitations for breach of a written contract. (See Code Civ. Proc., § 339 [two-year statute of limitations for action upon a contract not founded upon an instrument of writing]; see also Code Civ. Proc., § 337 [four-year statute of limitations for an action upon a contract in writing].)

The elements of a cause of action for breach of contract are: (1) existence of the contract, (2) plaintiff’s performance or excuse for nonperformance, (3) defendant’s breach, and (4) damages to the plaintiff because of the breach. (Miles v. Deutsche Bank National Trust Co. (2015) 236 Cal.App.4th 394, 402.)

A statute of limitations begins to run when all elements of the claim have occurred. (Piedmont Capital Management, LLC v. McElfish (2023) 94 Cal.App.5th 961, 968.)

For a demurrer to be sustained based on the statute of limitations, it must clearly and affirmatively appear on the face of the complaint that the action is barred. (Citizens for a Responsible Caltrans Decision v. Department of Transportation (2020) 46 Cal.App.5th 1103, 1116–1117.) The demurrer will be overruled when the relevant facts are not clear such that the cause of action might be, but is not necessarily timebarred. (Id. at p. 1117.) May 8, 2026 Law and Motion Calendar PAGE 24 HONORABLE MICHAEL L. MAU, Department 20 ________________________________________________________________________ The Complaint alleges that the parties entered into a purchase contract for the property on March 9, 2018. (Complaint, ¶ 12.) Defendants rely on the allegation in paragraph 15 that alleges preliminary investigation reveals that Plaintiff paid the entire contract purchase price within the first two years to argue that the statute of limitations began to run in 2020. (See Complaint, ¶ 15.) However, the Complaint clearly then alleges that Plaintiff sought formal legal transfer of the property in March 2025, upon which Defendants refused to comply with their obligation to transfer title to Plaintiff. (Complaint, ¶ 17.) Plaintiff is therefore alleging that the breach of the contract did not occur until March 2025. This action was then filed on August 11, 2025, well before the two-year or four-year statutes of limitation cited above. Thus, Defendants fail to show that this claim is clearly barred on its face by the statute of limitations.

(2) Demurrer to the Second Cause of Action for Specific Performance, Third Cause of Action for Quasi- Contract/Unjust Enrichment, and Fourth Cause of Action for Rescission is OVERRULED.

Defendants also argue that these causes of action are barred by the applicable statute of limitations. Specific performance and rescission are equitable remedies for breach of a contract, and therefore Defendants contend that they are also time barred. Defendants also argue that a two-year statute of limitations applies to the unjust enrichment claim. (See Code Civ. Proc., § 339 [two-year statute of limitations for an action based on a contract not in writing].) For the same reasons discussed above regarding the breach of contract claim, Defendants fail to show that these causes of action are barred by the applicable statute of limitations.

Defendants further have not shown that the specific performance and rescission claims fail because they are equitable remedies and cannot be alleged as separate causes of action. (See Patel v. Liebermensch (2008) 45 Cal.4th 344, 349 [equitable remedy of specific performance cannot be granted if terms of a contract are not certain enough for the court to know what to enforce]; see also, Sharabianlou v. Karp (2010) 181 Cal.App.4th 1133, 1145 [rescission is a remedy that disaffirms the contract].) None of the cases cited by Defendants support sustaining a demurrer on this basis.

In Patel, supra, 45 Cal.4th at p. 348, the plaintiff filed an action seeking specific performance of the agreement. Similarly, in Real Estate Analytics, LLC v. Vallas (2008) 160 Cal.App.4th 463, 468, the plaintiff filed an action against the defendant seeking specific performance of a real estate purchase contract. “To obtain specific performance after a breach of contract, a plaintiff must generally show: “(1) the inadequacy of his legal remedy; (2) an underlying contract that is both reasonable and supported by adequate consideration; (3) the existence of a mutuality of remedies; (4) contractual terms which are sufficiently definite to enable the court to know what it is to enforce; and (5) a substantial similarity of the requested performance to that promised in the contract. [Citations.]” (Id. at p. 840, citing Tamarind Lithography Workshop, Inc. v. Sanders (1983) 143 Cal.App.3d 571, 575.)

Rescission also appears properly pleaded as a separate cause of action rather than as simply a remedy. “When a contract has been rescinded in whole or in part, any party to the contract may seek relief based upon such rescission by (a) bringing an action to recover any money or thing owing to him by any other party to the contract as a consequence of such rescission or for any other relief to which he may be entitled under the circumstances or (b) asserting such rescission by way of defense or cross-complaint.” (Civil Code, § 1692.) Civil Code section 1692 authorizes a claim based upon rescission or the disaffirmance of the contract. (Sharabianlou, supra, 181 Cal.App.4th at p. 1144.) The statute does not provide for a claim based on affirmance of the contract. (Ibid.) The important distinction between disaffirmance and affirmance of the contract is the damages. (Ibid.) A party that sues for breach of contract affirms the contract’s existence and the damages compensate the party not in default for the May 8, 2026 Law and Motion Calendar PAGE 25 HONORABLE MICHAEL L. MAU, Department 20 ________________________________________________________________________ benefit of his bargain which full performance would have brought. (Id. at pp. 1144-1145.) Rescission, on the other hand, disaffirms the contract and extinguishes it, terminates further liability and restores the parties to their former positions by requiring them to return whatever consideration they have received. (Id. at p. 1145.)

(3) Demurrer to the Fifth Cause of Action for Quiet Title is SUSTAINED WITH LEAVE TO AMEND.

Code of Civil Procedure section 761.020, which sets forth the elements of a quiet title action, require Plaintiff to plead the date as of which the determination is sought. (See Code Civ. Proc., § 761.020, subd. (d).) “If the determination is sought as of a date other than the date the complaint is filed, the complaint shall include a statement of the reasons why a determination as of that date is sought.” The Complaint fails to allege the actual date as to which such a determination is sought.

(4) Demurrer to the Sixth Cause of Action for Fraud is OVERRULED.

“The elements of fraud, which give rise to the tort action for deceit, are (a) misrepresentation (false representation, concealment, or nondisclosure); (b) knowledge of falsity (or ’scienter’); (c) intent to defraud, i.e., to induce reliance; (d) justifiable reliance; and (e) resulting damage.” (Lazar v. Sup. Ct. (1996) 12 Cal.4th 631, 638.) The plaintiff must also plead facts which “show how, when, where, to whom, and by what means the representation was tendered.” (Stansfield v. Starkey (1990) 220 Cal.App.3d 59, 73.)

Defendants fail to show that this cause of action is barred by the statute of limitations. The three-year statute of limitations for a fraud cause of action “is not deemed to have accrued until the discovery, by the aggrieved party, of the facts constituting the fraud or mistake.” (Code Civ. Proc., § 338, subd. (d).) A cause of action generally accrues at the time when the cause of action is complete with all its elements. (Fox v. Ethicon Endo-Surgery, Inc. (2005) 35 Cal.4th 797, 807.) An exception to this general rule is the discovery rule, which postpones accrual of a cause of action until the plaintiff discovers, or has reason to discover, the cause of action. (Ibid.) A plaintiff has reason to discover a cause of action when the person has reason to suspect a factual basis for its elements. (Ibid.) Although Plaintiff alleges that she paid off the amount within two years, there is no indication that Plaintiff discovered or had reason to discover that Defendants would not transfer title to her until she made such a demand in March of 2025. (Complaint, ¶ 17). As such, this cause of action is not clearly time barred.

Plaintiff also alleges facts that are sufficient to support this fraud claim. Defendants misrepresented that they would abide by the specific terms negotiated and transfer title to the property. (Complaint, ¶ 54.) The Complaint alleges that Defendants wanted to update and complete needed maintenance on the property, but they did not want to or were unable to make the monetary investment themselves. (Complaint, ¶ 11.) On March 9, 2018, Plaintiff and Defendants entered into a purchase contract for the property. (Id., ¶ 12.) The essential terms are set forth in paragraph 12 of the Complaint. (Ibid.) Defendants typed out the contract in writing, but Defendants did not sign it and never asked Plaintiff to sign the document. (Id., ¶ 14.) Plaintiff is informed and believes that Defendant Van Pelt, who is a practicing attorney and well versed with the basics of contract law, never intended to honor their obligations under the contract and that if the contract remained unsigned that it was unenforceable by Plaintiff. (Ibid.) In reliance on the agreement, Plaintiff paid Defendants over $910,000 from the beginning of the contract. (Id., ¶ 15.) Defendants then refused to transfer the property to the Plaintiff. (Complaint, ¶ 17.) Plaintiff suffered damages as a direct result of Defendants’ intentional misrepresentations. (Complaint, ¶ 58.) May 8, 2026 Law and Motion Calendar PAGE 26 HONORABLE MICHAEL L. MAU, Department 20 ________________________________________________________________________ Although Plaintiff makes one allegation on information and belief, less particularity is required to plead fraud when it appears from the nature of the allegations that the defendant must necessarily possess full information concerning the facts of the controversy. (Lauckhart v. El Macero Homeowners Assn. (2023) 92 Cal.App.5th 889, 904.) In this case, the court finds Defendants must necessarily possess full information as to why they chose not to have the contract signed, but Plaintiff alleges the factual basis for her belief in that Van Pelt is an attorney and knew contract law.

The court therefore finds that Plaintiff adequately alleges this fraud cause of action with the required specificity.

Demurrer based on uncertainty (Code Civ. Proc., § 430.10, subd. (f))

A demurrer may be brought on the ground that the pleading is uncertain. (Code Civ. Proc., § 430.10, subd. (f).) “Uncertain” includes ambiguous and unintelligible. (Ibid.) A demurrer for uncertainty will be sustained where the complaint is so bad that the defendant cannot reasonably respond. (A.J. Fistes Corp. v. GDL Best Contractors, Inc. (2019) 38 Cal.App.5th 677, 695.)

Defendants contend that the allegations are inconsistent and that these inconsistent allegations are incorporated into each cause of action, thereby rendering all the causes of action uncertain.

First, Defendants fail to show that the allegations in paragraph 12 and 15 are uncertain. Defendants argue that paragraph 12 sets forth the terms of the contract between the parties, but then paragraph 15 states that Plaintiff agreed to pay for approximately $260,000 improvements to the property in reliance on the contract and with the understanding that the amounts would be credited toward the purchase price. Defendants fail to show how these allegations are inconsistent. The Demurrer is OVERRULED to this argument.

Second, Defendant contends that the allegations in paragraph 15 that Plaintiff paid $910,000 and $260,000 in capital improvements cannot be reconciled with the allegation regarding the $700,000 purchase price. Defendants seem to ignore the balance of Plaintiff’s allegations. The Complaint alleges that the purchase price of $700,000 was to be paid with $150,000 up front and $8,000 per month. (Complaint, ¶ 12.) Plaintiff then alleges she paid the $150,000, and she also made $8,000 monthly payments. (Complaint, ¶ 15.) Plaintiff further alleges she paid $260,000 in capital improvements to be credited toward the purchase price. (Ibid.) As a result, Plaintiff alleges she paid the entire purchase price within the first two years and that from 2018 through 2025, Plaintiff paid an approximate total of $910,000 for the property. (Ibid.) These allegations are not inconsistent and uncertain such that Defendants cannot reasonably respond. The Demurrer is OVERRULED to this argument.

Third, Defendants argue that the allegations are inconsistent regarding Plaintiff residing at the property. Paragraph 11 of the Complaint states that in 2018, Plaintiff was then renting and residing at the property. (Complaint, ¶ 11.) Then, paragraph 15 alleges that after entering into the contract, Plaintiff moved into the property and began making substantial payments. (Complaint, ¶ 15.) These allegations are inconsistent because Plaintiff first claims to have already been living at the property prior to entering into the agreement and then later alleges she moved into the property after the agreement was reached. The Demurrer is SUSTAINED WITH LEAVE TO AMEND as these inconsistent allegations render this aspect of the Complaint uncertain. May 8, 2026 Law and Motion Calendar PAGE 27 HONORABLE MICHAEL L. MAU, Department 20 ________________________________________________________________________ Fourth, Defendants argue that the fraud claim is uncertain based on Plaintiff’s allegation that Van Pelt did not have her sign the contract on information and belief. For the same reasons discussed above regarding Defendants’ Demurrer to the fraud claim based on failure to allege facts sufficient to support this claim, the Demurrer on this ground is OVERRULED.

Finally, Defendants assert that the quiet title is uncertain for the same reason that they argue Plaintiff fails to state facts sufficient to support the cause of action, i.e. Plaintiff fails to state the date upon which Plaintiff seeks a determination title. The court does not need to reach this argument since it already sustains with leave to amend for Plaintiff to allege the date, as set forth above.