Valvano v. Hurtado

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dangerous condition of the Subject Roadway and the City of Santa Ana’s alleged joint ownership of the property.

Accordingly, the demurrer to the second cause of action is OVERRULED.

Defendant shall file an answer within 5 days.

The case management conference is continued to November 16, 2026 at 9:00 a.m. in Department C28.

Plaintiffs shall give notice of this ruling.

51. Valvano v. DEMURRER Hurtado Defendants Christopher Hurtado, Hayley Jane Hurtado, 2025- Superior Roofing Systems, inc., and Jeffrey B. Moreno’s 01515962 Demurrer to the Complaint is OVERRULED.

Defendants’ Request for Judicial Notice as to Exhibits 1-4 is DENIED.

Defendant Jeffrey B. Moreno’s Notice of Joinder: The court grants defendant Moreno’s request to join.

Meet and Confer The parties have demonstrated efforts at a meet and confer as required. (ROA 242).

Contract Based Claims

Defendants demur to the first (breach of oral contract), second (breach of implied contract), and eighth (promissory estoppel) causes of action on the grounds the contract based claims fail under the statute of frauds.

First and Second Causes of Action

Civil Code § 1624(a)(1) provides that a contract that cannot be performed in one year must be in writing and signed by the party against whom enforcement is sought.

Defendants contend the alleged agreement by Plaintiff to sell the family business to defendants Chris and Hayley by which they would incorporate the business; pay a to be valued purchase price; make $10,000 monthly payments; and complete a “Formal Business Valuation” could not be performed within a year. They contend this “multi-year” obligation cannot be enforced and is barred by the statute of frauds because it was never reduced to writing.

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In opposition, Plaintiff argues the Complaint does not allege a multi-year term incapable of completion within one year, but pleads an agreement to obtain a valuation and finalize a payment plan before Plaintiff’s disassociation as Responsible Managing Officer (“RMO”), plus interim payments of $10,000 pending completion. (Complaint, ¶¶ 25, 40.) Such allegations are sufficient to avoid the statute of frauds.

Eighth Cause of Action – Promissory Estoppel

A party is estopped to assert the statute of frauds as a defense where the party, by words or conduct, represents that he will stand by his oral agreement, and the other party, in reliance upon that representation, changes his position, to his detriment. (Garcia v. Worlds Savings, FSB (2010) 183 Cal.App.4th 1031, 1040-1041.)

Under doctrine of promissory estoppel, a promisor is bound when he should reasonably expect a substantial change of position, either by act or forbearance, in reliance on his promise, if injustice can be avoided only by its enforcement. (Id. at 1041.) “The vital principle is that he who by his language or conduct leads another to do what he would not otherwise have done shall not subject such person to loss or injury by disappointing the expectations upon which he acted.” (Ibid.)

A promise supporting promissory estoppel must be clear and unambiguous in its terms. (Id. at 1045.) To be enforceable under doctrine of promissory estoppel, a promise need only be definite enough that a court can determine the scope of the duty, and the limits of performance must be sufficiently defined to provide a rational basis for the assessment of damages. (Ibid.)

Here, Plaintiff alleges partial performance which is sufficient to support a claim for promissory estoppel. The Complaint states Plaintiff incorporated the business, transferred all assets, issued 75% of the stock, retained 25% as security, and continued serving as RMO. (Complaint, ¶¶ 26, 41.)

Accordingly, the demurrer to the first, second, and eighth causes of action is OVERRULED.

Fraud Based Claims – Fourth, Fifth, and Sixth Causes of Action

Defendants demur to the fourth (fraud), fifth (constructive fraud), and sixth (fraud by concealment) on the grounds that

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the allegations do not satisfy the heightened particularity requirement.

While Defendants argue these allegations do not specify who said what to whom, when and where, and how the misrepresentations were made, or how Plaintiff detrimentally relied on such misrepresentations, the court finds the Complaint contains sufficient allegations in paragraphs 75-83 to state a claim for fraud.

Defendants also argue that Plaintiff’s claim for constructive fraud fails because it requires a confidential or confidential relationship. The Complaint, however, alleges a fiduciary relationship based on Defendants assuming the role of majority shareholder in the Corporation, with Plaintiff becoming the minority shareholder. (Complaint, ¶ 66.)

As for the fraudulent concealment claim, Defendants contend they owed no duty to disclose specific facts to Plaintiff. Plaintiff has alleged the existence of a fiduciary duty which would give rise to a duty to disclose.

Accordingly, Plaintiff has stated sufficient facts to support his claim for fraud, constructive fraud and fraudulent concealment, and the demurrer to these causes of action is OVERRULED.

Third Cause of Action – Breach of Fiduciary Duty

The Complaint alleges Plaintiff was a minority shareholder in the Corporation and Defendants assumed majority ownership and operational control of the Corporation pending completion of the Agreement. (Complaint, ¶ 66.) Defendants breached their fiduciary duty, among other things, by engaging in self- dealing and misappropriating corporate assets, thereby causing Plaintiff damages. (Complaint, ¶¶ 67, 70.)

Such allegations are sufficient to state a cause of action for breach of fiduciary duty.

Accordingly, the demurrer to the third cause of action is OVERRULED.

Seventh Cause of Action – Financial Elder Abuse

Pursuant to Welf. & Inst. Code §15610.30, subd. (a), “‘financial abuse’ of an elder or dependent adult occurs when a person or entity does any of the following: (1) Takes, secretes, appropriates, obtains, or retains real or personal property of an elder or dependent adult for a wrongful use or with intent to defraud, or both.”

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Welf. & Inst. Code §15610.30, subd. (b) provides that “ A person or entity shall be deemed to have taken, secreted, appropriated, obtained, or retained property for a wrongful use if, among other things, the person or entity takes, secretes, appropriates, obtains, or retains the property and the person or entity knew or should have known that this conduct is likely to be harmful to the elder or dependent adult.”

Here, the Complaint alleges Defendants entered into the Agreement with Plaintiff for the purchase of the family business with the intent to defraud Plaintiff and take possession of the Corporation without Plaintiff’s knowledge or consent, and without fair compensation. This is sufficient to state a claim for elder abuse.

Accordingly, the demurrer to the seventh cause of action is OVERRULED.

Ninth Cause of Action – Unjust Enrichment

Durell v. Sharp Healthcare (2010) 183 Cal.App.4th 1350, provides, “[T]here is no cause of action in California for unjust enrichment. Unjust enrichment is synonymous with restitution.” (Id. at 1370.) Courts will construe the cause of action as a quasi-contract claim seeking restitution. (Rutherford Holdings, LLC v. Plaza Del Rey (2014) 223 Cal.App.4th 221, 231.) “[R]estitution may be awarded in lieu of breach of contract damages when the parties had an express contract, but it was procured by fraud or is unenforceable or ineffective for some reason. A claim for restitution is permitted even if the party inconsistently pleads a breach of contract claim that alleges the existence of an enforceable agreement.” (Ibid.)

In this case, Plaintiff has stated a claim that Defendants obtained control of the Corporation through fraud. This is sufficient to obtain restitution.

Accordingly, the demurrer to the ninth cause of action is OVERRULED.

Tenth Cause of Action - Conversion

The elements of the tort of conversation are (1) the plaintiff’s ownership or right to possession of personal property; (2) the defendant’s disposition of the property in a matter that is inconsistent with the plaintiff’s property rights; and (3) resulting damages. (Regent Alliance Ltd. v. Rabizadeh (2014) 231 Cal.App.4th 1177, 1181.) The plaintiff must prove a

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specific, identifiable sum of money that was taken from it. (Welco Electronics, Inc. v. Mora (2014) 233 Cal.App.4th 202, 216.) “California cases permitting an action for conversation of money typically involve those who have misappropriated, commingled, or misapplied specific funds held for the benefit of others.” (Ibid. [internal citations omitted].)

Here, Plaintiff alleges Defendants wrongfully obtained from him 25% of his Retained Shares by signing documents via electronic signature through DocuSign that divested him of the Retained Share. Defendants have also entered into an agreement with a third party to sell the Corporation and Plaintiff’s ownership interest in the Corporation despite the fact the Retained Shares were never lawfully acquired. (Complaint, ¶ 138.)

Although the Complaint does not identify a specific value for the Retained Shares, such shares are capable of valuation. Therefore, Plaintiff has stated sufficient facts to state a cause of action for conversion.

Accordingly, the demurrer to the tenth cause of action is OVERRULED.

Eleventh Cause of Action – Accounting

“An action for accounting has two elements: (1) ‘that a relationship exists between plaintiff and defendant that requires an accounting’ and (2) ‘that some balance is due the plaintiff that can only be ascertained by an accounting.’” (Sass v. Cohen (2020) 10 Cal.5th 861, 869.)

Here, Plaintiff alleges a fiduciary/confidential relationship between the parties and that he is owed money for Defendants’ wrongful taking of ownership of the Corporation.

Accordingly, the demurrer to the eleventh cause of action is OVERRULED.

Twelfth Cause of Action – Recission and Restitution

As stated above, Plaintiff has alleged grounds for restitution. As for recission, a party may rescind if “the consent of the party rescinding, or of any party jointly contracting with him, was given by mistake, or obtained through duress, menace, fraud, or undue influence, exercised by or with the connivance of the party as to whom he rescinds.” (Civ. Code § 1689.)

Plaintiff has alleged sufficient grounds for recission.

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Defendants request for sanctions is DENIED.

Accordingly, the demurrer to the twelfth cause of action is OVERRULED.

MOTION TO STRIKE

Defendants Christopher Hurtado, Hayley Jane Hurtado, Superior Roofing Systems, inc., and Jeffrey B. Moreno’s Motion to Strike portions of the Complaint is DENIED.

Defendant seeks to strike allegations of the FAC regarding the following portions of the complaint:

1. all allegations and prayers seeking punitive damages and attorneys’ fees where no statute or contract authorizes them, 2. fraud-based counts that do not meet particularity standards and cannot carry punitive relief, 3. scandalous and conclusory allegations premised on alleged “DocuSign” conduct and purported “elder abuse” that are unsupported by specific facts, and 4. duplicative equitable remedies that are not standalone causes of action in Plaintiff Domenic Valvano’s (“Plaintiff”) Complaint.

Code of Civil Procedure section 436 provides, “The court may, upon a motion made pursuant to Section 435, or at any time in its discretion, and upon terms it deems proper: (a) Strike out any irrelevant, false, or improper matter inserted in any pleading, (b) Strike out all or any part of any pleading not drawn or filed in conformity with the laws of this state, a court rule, or an order of the court.”

Defendants contend Plaintiff is not entitled to punitive damages because the fraud based counts do not support a claim for punitive damages. Based on the court’s ruling that Plaintiff stated claims for fraud, and Defendants’ lack of argument as to why punitive damages are disallowed, the motion is DENIED as to punitive damages.

Attorney fees are only recoverable as authorized by contract, statute, or law. (See CCP § 1033.5(a)(10)(A),(B) & (C).) Here, attorney fees are authorized under the Elder Abuse Law and Welfare & Institutions Code § 15657.5. Therefore, the motion as to attorney fees is DENIED.

Regarding “scandalous allegations” and Plaintiff’s claim for elder abuse, the court finds Plaintiff has stated a claim for

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financial elder abuse. Therefore, the motion to strike allegations related to elder abuse is DENIED.

Defendants do not state what duplicative causes of action it seeks to strike. Therefore, the motion as to this issue is also DENIED.

PLAINTIFF’S MOTIONS

Plaintiff Domenic Valvano’s Motion to Strike is DENIED.

Plaintiff seeks an order striking defendants’ demurrer and motion to strike for failing to engage in a meaningful meet and confer prior to filing their Demurrer to the Complaint and Motion to Strike.

The court acknowledges Defendants’ failure to comply with the Code—which is why these hearings were continued. But failing to meet and confer is no basis to refuse to address the merits of the demurrer or motion to strike. C.C.P. §§ 430.41(a)(4), 435.5(a)(4).

Accordingly, the Motion to Strike Defendants’ Demurrer and Motion to Strike is DENIED.

The Motion for Sanctions is GRANTED in limited part.

Plaintiff has established that defendants failed to properly serve the motions on calendar today, obligating counsel to retrieve a set from the court’s system. Plaintiff incurred $60.06 in fees for those efforts, which is the amount the court imposes as sanctions against defendants. Defendants are ordered to pay such sanctions to Plaintiff within 20 days.

All other requests for monetary sanctions are DENIED.

The parties are ordered to comply with their obligations to serve the other side with court filings.

Defendants shall answer the complaint within 5 days.

The case management conference is continued to November 16, 2026 at 9:00 a.m. in Department C28.

Plaintiff shall give notice of this ruling.

52. Marchall v. Plaintiffs George Marshall, Norvoc Bioscience, Inc., and Creative Herbalmax, Inc.’s motion for leave to file a Second Amended Interior Complaint is GRANTED. (Code Civ. Proc., § 473, subd. (a)(1); Center, Inc. Atkinson v. Elk Corp. (2003) 109 Cal.App.4th 739, 761 [“policy of great liberality in permitting amendments”].)