PHILIPPOS GRATSINOPOULOS, ET AL VS. FRANK RAMIREZ, ET AL

6/25/26 - Law and Motion Calendar Judge Mark A. McCannon – Department 2 Page 12 of 25

2:00 PM LINE: 6 25-CIV-05899 PHILIPPOS GRATSINOPOULOS, ET AL VS. FRANK RAMIREZ, ET AL

PHILIPPOS GRATSINOPOULOS MARCIA A. WALLIS FRANK RAMIREZ CANDICE S. NAM

DEFENDANTS FRANK RAMIREZ AND FRANK RAMIREZ INSURANCE AGENCY, INC.'S DEMURRER TO FIRST AMENDED COMPLAINT

TENTATIVE RULING:

For the reasons stated below, Defendants Frank Ramirez and Frank Ramirez Insurance Agency’s Demurrer to the Sixth Cause of Action for Unfair Competition, Seventh Cause of Action for Negligent Misrepresentation, and Eighth Cause of Action for Promissory Estoppel in Plaintiff’s First Amended Complaint (“FAC”) is SUSTAINED WITH LEAVE TO AMEND pursuant to Code of Civil Procedure section 430.10, subdivision (e).

SEVENTH CAUSE OF ACTION FOR NEGLIGENT MISREPRESENTATION

The elements of a claim for negligent misrepresentation are: (1) the misrepresentation of a past or existing material fact; (2) without reasonable ground for believing it to be true; (3) with intent to induce another’s reliance on the fact misrepresented; (4) justifiable reliance on the misrepresentation; and (5) resulting damage. (Y.P. v. Wells Fargo Co. (2026) 119 Cal.App.5th 1069; Sproul v. Vallee (2025) 116 Cal.App.5th 285.) Each element must be factually and specifically alleged, as liberal construction of pleadings does not apply to sustain defective misrepresentation pleadings. (Cadlo v.

Owens-Illinois, Inc. (2004) 125 Cal.App.4th 513.) The causal elements, particularly reliance, must be specifically pleaded, and a mere assertion of reliance without specific factual allegations is insufficient. (Id.; National Union Fire Ins. Co. of Pittsburgh, PA v. Cambridge Integrated Services Group, Inc. (2009) 171 Cal.App.4th 35.) Courts have found complaints inadequate where they fail to identify who made the representation, what specific factual representations were made, or facts suggesting the defendant should have known the representations were untrue. (Kim v.

Westmoore Partners, Inc. (2011) 201 Cal.App.4th 267.)

Here, the demurring Defendants argue that Plaintiff’s alleged reliance on a representation inconsistent with the Agent Appointment Agreement (“AAA”) was not reasonable given Plaintiff’s industry experience and the terms of the AAA. Plaintiff alleges that “Defendant Ramirez represented to Plaintiff that he had authority from Farmers to approve the sale of Plaintiff’s business to the Buyer Plaintiff identified. He also stated that Plaintiff did not need to appeal his termination because Farmers would honor the sale to his approved buyer and/or contract value.” (FAC, ¶ 164.)

Plaintiff further alleges that “Defendant Ramirez in fact knew or should have known that Farmers had not approved the transaction because Buyer was not to a family member, and he knew the basis of Plaintiff’s termination,” and that Ramirez “knew or should have known that he did not have the authority to tell Plaintiff that Defendant Farmers gave him authority to approve the Buyer.” (Id., ¶ 168.)

6/25/26 - Law and Motion Calendar Judge Mark A. McCannon – Department 2 Page 13 of 25

The terms of the AAA contradict those alleged assertions because the AAA provides that any sale of the agency must be approved by the companies identified in the agreement, i.e., the Farmers Defendants. (FAC, Exh. A, ¶ 1.) The element of justifiable reliance is therefore insufficiently pleaded.

The demurrer to this cause of action is also sustained based on Plaintiff’s failure to plead justifiable reliance with sufficient particularity. The FAC does not allege that the Farmers Defendants communicated to Plaintiff that the demurring Defendants had authority to approve the sale of Plaintiff’s business. Accordingly, the demurrer to the Seventh Cause of Action is SUSTAINED WITH LEAVE TO AMEND.

EIGHTH CAUSE OF ACTION FOR PROMISSORY ESTOPPEL

The elements of a cause of action for promissory estoppel are: (1) a clear promise; (2) reliance; (3) substantial detriment; and (4) damages measured by the extent of the obligation assumed and not performed. (Coyote Aviation Corp. v. City of Redlands (2025) 111 Cal.App.5th 955.) The promise must be one on which the complaining party relied on to the party’s prejudice. (Clarke v. Yu (2026) 119 Cal.App.5th 19.) The promise must also be clear and unambiguous and cannot be based on preliminary discussions or negotiations. (Id.; Granadino v. Wells Fargo Bank, N.A. (2015) 236 Cal.App.4th 411.)

Here, Plaintiff’s FAC alleges that “[a]fter the termination meeting and receiving his termination notice, Defendant Ramirez and Farmers promised Plaintiff that he could sell his book of business and/or receive contract value if he resigned and obtained a qualified buyer. Based on these promises, the Plaintiff did not appeal his termination within the 10 days.” (FAC, ¶ 173.) The alleged promise was therefore conditioned on Plaintiff both resigning and obtaining a qualified buyer, which, as discussed above with respect to negligent misrepresentation, required approval by the Farmers Defendants. (See FAC, Exh. A, ¶ 1.) The alleged promise is therefore based on bargained-for performance rather than a clear promise inducing reliance. In addition, to the extent a promise by the Ramirez Defendants is alleged, it conflicts with the terms of the AAA.

Accordingly, the demurrer to the Eighth Cause of Action is SUSTAINED WITH LEAVE TO AMEND.

SIXTH CAUSE OF ACTION FOR UNFAIR COMPETITION

California’s Unfair Competition Law (“UCL”), codified at Business and Professions Code section 17200, defines “unfair competition” to include “any unlawful, unfair or fraudulent business act or practice and unfair, deceptive, untrue or misleading advertising” and any act prohibited by Chapter 1, commencing with section 17500, of Part 3 of Division 7 of the Business and Professions Code. (Bus. & Prof. Code, § 17200.) A plaintiff asserting a UCL claim need not prove all three prongs. The statute is disjunctive, and the unlawful, unfair, and fraudulent prongs provide separate and distinct theories of liability. (Beverage v.

Apple, Inc. (2024) 101 Cal.App.5th 736.) A private plaintiff must also satisfy the UCL standing requirement by demonstrating injury in fact and loss of money or property as a result of the alleged unfair competition. (Bus. & Prof. Code, § 17204.) A predicate violation of a federal or state statute, regulation, or common law rule may serve as the basis for a claim under the unlawful prong. (People ex rel. Dept. of Motor Vehicles v. Cars 4 Causes (2006) 139 Cal.App.4th 1006.)

Here, the demurring Defendants argue that Plaintiff’s UCL cause of action depends on the same allegations used to support the other deficient causes of action and is therefore insufficient. In addition to allegations underlying the negligent misrepresentation and promissory estoppel causes of action, Plaintiff alleges that

6/25/26 - Law and Motion Calendar Judge Mark A. McCannon – Department 2 Page 14 of 25

Defendant Ramirez disseminated an unlawful recording of Plaintiff to his office and violated Plaintiff’s rights under Penal Code section 632 by using and playing the allegedly illegal recording. (FAC, ¶ 156, subds. (f), (n).) However, those allegations relate to the Penal Code section 632 claim, which has been dismissed as to the Ramirez Defendants. The UCL cause of action is therefore derivative of dismissed or insufficiently pleaded claims.

Accordingly, the demurrer to the Sixth Cause of Action is SUSTAINED WITH LEAVE TO AMEND.

UNCERTAINTY

Defendants also argue that the FAC is uncertain because it refers to both the individual defendant, Ramirez, and the entity defendant, Frank Ramirez Insurance Agency, as “Defendant Ramirez.” (Demurrer, p. 15:16–20.) Although additional facts clarifying which defendant took each alleged action would be helpful, the pleading is not so uncertain that Defendants cannot reasonably determine what is being alleged against them.

Accordingly, the demurrer to each challenged cause of action on the ground of uncertainty is OVERRULED.

Plaintiff may file a Second Amended Complaint within 10 days of notice of entry of this order.

If the tentative ruling is uncontested, it shall become the order of the Court. Thereafter, counsel for the Ramirez Defendants shall prepare a written order consistent with the Court’s ruling for the Court’s signature pursuant to California Rules of Court, rule 3.1312, and shall provide written notice of the ruling to all parties who have appeared in the action, as required by law and the California Rules of Court.

6/25/26 - Law and Motion Calendar Judge Mark A. McCannon – Department 2 Page 15 of 25

2:00 PM LINE: 7 25-CIV-05899 PHILIPPOS GRATSINOPOULOS, ET AL VS. FRANK RAMIREZ, ET AL

PHILIPPOS GRATSINOPOULOS MARCIA A. WALLIS FRANK RAMIREZ CANDICE S. NAM

DEFENDANTS FRANK RAMIREZ AND FRANK RAMIREZ INSURANCE AGENCY, INC.'S MOTION TO STRIKE FIRST AMENDED COMPLAINT

TENTATIVE RULING:

Defendants Frank Ramirez and Frank Ramirez Insurance Agency’s Motion to Strike portions of Plaintiff’s First Amended Complaint is GRANTED IN PART as to paragraph 156, subparagraphs (f), (m), and (n), and paragraphs 157 through 158, as to the Ramirez Defendants only, pursuant to Code of Civil Procedure sections 435 and 436. The remainder of the Motion to Strike is MOOT in light of the Court’s tentative ruling sustaining the moving Defendants’ demurrer to Plaintiff’s First Amended Complaint.

If the tentative ruling is uncontested, it shall become the order of the Court. Thereafter, counsel for the Ramirez Defendants shall prepare a written order consistent with the Court’s ruling for the Court’s signature pursuant to California Rules of Court, rule 3.1312, and shall provide written notice of the ruling to all parties who have appeared in the action, as required by law and the California Rules of Court.