HONOR FINANCE, LLC vs. SPIREON, INC.

damages sustained.” (Four Star Electric, Inc. v. F & H Construction (1992) 7 Cal.App.4th 1375, 1380.)

Defendant alleges new facts in support of Defendant’s FAXC. The Court declines to consider this demurrer as a motion for reconsideration.

“A party demurring to a pleading that has been amended after a demurrer to an earlier version of the pleading was sustained shall not demur to any portion of the amended complaint, crosscomplaint, or answer on grounds that could have been raised by demurrer to the earlier version of the complaint, cross-complaint, or answer.” (Code Civ. Proc., § 430.41, subd. (b).) Plaintiffs demurred to the initial cross-complaint on the ground that Defendant did not alleged sufficient facts to state the three causes of action. The Court declines to find Plaintiffs are demurring on different grounds that could have been raised to the initial cross-complaint.

Defendant did not allege sufficient facts to state this cause of action against Plaintiffs. Defendant did not allege performance of that portion of the SSA which gives rise to the indemnification claim. Defendant contends the performance was adequately alleged because the FAXC alleged Defendant sold GPS devices to Plaintiffs for years. (Opposition, 9:16-22.) However, the FAXC does not allege selling the GPS devices was the performance required under the SSAs. Accordingly, the demurrer is sustained with 15 days leave to amend.

Defendant did not allege any facts to show Honor Holdings was a party to the SSAs that included the express indemnity provision at issue.

Alter ego is a theory of liability. A corporation is regarded as a legal entity separate and distinct from its stockholders, officers, and directors. However, under an alter ego doctrine, when “a corporation is used by an individual or individuals, or by another corporation, to perpetrate fraud, circumvent a statute, or accomplish some other wrongful or inequitable purpose, a court may disregard the corporate entity and treat the corporation’s acts as if they were done by the persons actually controlling the corporation.” (Robbins v.

Blecher (1997) 52 Cal.App.4th 886, 892.) “To prevail on a claim of ‘alter ego,’ a party must show (1) there is such a unity of interest that the separate personalities of the corporations no longer exist; and (2) inequitable results will follow if the corporate separateness is respected.” (Tomaselli v. Transamerica Ins. Co. (1994) 25 Cal.App.4th 1269, 1285.) Factors the Court may consider in determining whether there is a sufficient unity of interest and ownership include commingling of fund and assets, identical

equitable ownership in the two entities, use of the same offices and employees, disregard of corporate formalities, identical directors and officers, use of one as a mere shell or conduit for the affairs of the other, and inadequate capitalization. (Highland Springs Conference & Training Center v. City of Banning (2016) 244 Cal.App.4th 267, 280-281.)

A plaintiff need allege “only ‘ultimate rather than evidentiary facts’” to support an alter ego theory. (Rutherford Holdings, LLC v. Plaza Del Rey (2014) 223 Cal.App.4th 221, 236.) “Courts have followed a liberal policy of applying the alter ego doctrine where the equities and justice of the situation appear to call for it rather than restricting it to the technical niceties depending upon pleading and procedure.” (Greenspan v. Ladt, LLC. (2010) 185 Cal.App.4th 1413, 1445.)

Defendant alleged sufficient ultimate facts to support a theory of alter ego. (FAXC, ¶ 11.) Although alter ego was sufficiently alleged, Defendant did not allege sufficient facts to show either plaintiff is obligated to indemnify under the SSA for the reason set forth above. Accordingly, the demurrer as to Honor Holdings is sustained with 15 days leave to amend.

The Court previously overruled Plaintiffs’ demurrer to Defendant’s Cross-Complaint on the ground that Defendant’s cause of action is precluded by public policy under Civil Code section 2773. The Court once again overrules Plaintiffs’ demurrer on the ground that the claim is precluded by Civil Code section 2773. Civil Code section 2773 provides, “An agreement to indemnify a person against an act thereafter to be done, is void, if the act be known by such person at the time of doing it to be unlawful.”

Defendant alleges it “had no idea and had no reason to believe that any of these purchases from HF were not legitimate.” (FAXC, ¶ 1.) A demurrer challenges the defects appearing on the face of the pleading or from other matters properly subject to judicial notice. (See Blank v. Kirwan (1985) 39 Cal.3d 311, 318.) The issue is the sufficiency of the pleading, not the truth of the facts alleged. Thus, no matter how unlikely or improbable, the allegations made must be accepted as true for the purpose of ruling on the demurrer. (See Del E.

Webb Corporation v. Structural Materials Co. (1981) 123 Cal.App.3d 593, 604.)

Plaintiffs also contend for the first time in their reply that Civil Code section 1668 precludes this cause of action. The Court declines to consider this issue raised for the first time on reply without proper notice to Defendant.

Second cause of action for equitable/implied indemnity

Equitable indemnity does not require a contractual relationship and is premised on a joint legal obligation to another for damages. (C.W. Howe Partners Inc. v. Mooradian (2019) 43 Cal.App.5th 688, 700.) “The elements of a cause of action for [equitable] indemnity are (1) a showing of fault on the part of the indemnitor and (2) resulting damages to the indemnitee for which the indemnitor is ... equitably responsible.” (Id., citing Bailey v. Safeway, Inc. (2011) 199 Cal.App.4th 206, 217.)

Defendant’s second cause of action is based on vicarious liability. (FAXC, ¶¶ 4, 13, 32, and 33.) The Court previously overruled Plaintiffs’ demurrer to this cause of action as to Honor Finance.

“[T]he determining factor in ascertaining whether an employee’s act falls within the scope of his employment for respondeat superior liability is not whether the act was authorized by the employer, benefited the employer, or was performed specifically for the purpose of fulfilling the employee’s job responsibilities.... Rather, the question is whether the risk of such an act is typical of or broadly incidental to the employer’s enterprise.” (Yamaguchi v. Harnsmut (2003) 106 Cal.App.4th 472, 481-482.)

Under the law of respondeat superior, employers may be liable for intentional or malicious torts or criminal acts, done outside the scope of employment, where they arise from the work and are a predictable risk of the work. (Flores v. Autozone W. (2008) 161 Cal.App.4th 373, 379, 380; see, Unruh-Haxton v. Regents of University of California (2008) 162 Cal.App.4th 343, 368 [An employer may be vicariously liable for the employee’s tort—even if it was malicious, willful, or criminal—if the employee’s act was an outgrowth of his employment, inherent in the working environment, typical of or broadly incidental to the employer’s business, or, in a general way, foreseeable from his duties.].)

An employer will not be held liable under the respondeat superior doctrine for conduct that occurs when the employee substantially deviates from the employment duties for personal purposes or acts out of personal malice unconnected with the employment, or where the conduct is so unusual or startling that it would seem unfair to include the loss resulting from it among other costs of the employer’s business. (Yamaguchi v. Harnsmut, 106 Cal.App.4th at 482.)

“Ordinarily, the determination whether an employee has acted within the scope of employment presents a question of fact; it becomes a question of law, however, when ‘the facts are undisputed and no conflicting inferences are possible.’” (Mary M. v. City of Los Angeles (1991) 54 Cal.3d 202, 213, citing Perez v. Van Groningen & Sons, Inc., (1986) 41 Cal.3d 962, 968.)

Defendant alleged sufficient facts to state this cause of action against Honor Finance. (FAXC, ¶¶ 1-4,13-16, 19, 20, 23, 24, and 30- 34.)

As discussed above, Defendant alleged sufficient ultimate facts to support an alter ego theory against Honor Holdings. (FAXC, ¶ 11.) Accordingly, the demurrer as to Honor Holdings is overruled.

Third cause of action for declaratory relief

To state a cause of action for declaratory relief, Defendant must allege: (1) a proper subject of declaratory relief, and (2) an actual controversy involving justiciable questions relating to the party’s rights or obligations. (Wilson & Wilson v. City Council of Redwood City (2011) 191 Cal.App.4th 1559, 1582.)

The Court previously sustained Plaintiffs’ demurrer to this cause of action as alleged in the initial cross-complaint on the ground that Defendant did not alleged sufficient facts to state this cause of action against Plaintiffs. The Court noted that although Defendant alleged sufficient facts to state the second cause of action for equitable/implied indemnity against Honor Finance, Defendant did not allege an actual controversy in the Cross-Complaint.

For the reasons discussed above, Defendant has not alleged sufficient facts to state this cause of action against Plaintiffs. Although Defendant alleged sufficient facts to state the second cause of action for equitable/implied indemnity against Plaintiffs, Defendant did not allege an actual controversy in the Cross- Complaint. Accordingly, the demurrer is sustained with 15 days leave to amend.

Plaintiffs shall give notice.

4. 2025-1481436 Judgment Creditor Bank of America, N.A. obtained a Judgment Bank of against Judgment Debtor Jeffrey Bixby on 9/23/25. America vs. Bixby Thereafter, Judgment Creditor filed a Notice of Opposition to Judgment Debtor’s Claim of Exemption.

The claim of exemption, any attached financial statement, and notice of opposition to claim of exemption constitute the pleadings at a hearing to determine a claim of exemption and must be received into evidence. (Code Civ. Proc., § 703.580(a), (c).) “If no other evidence is offered, the court, if satisfied that sufficient facts are shown by the claim of exemption (including the financial statement if one is required) and the notice of opposition, may make its determination thereon. If not satisfied, the court shall order the