HELEN NASSER ELDDIN, ET AL VS. DAVID SZETO, ET AL

In determining whether a complaint states facts sufficient to constitute a cause of action, the Court accepts the factual allegations of the complaint and matters that may be judicially noticed, but disregards contentions, deductions, and conclusions of law. (Code Civ. Proc., § 430.30, subd. (a); Richtek USA, Inc. v. uPI Semiconductor Corp. (2015) 242 Cal.App.4th 651, 658.) The complaint must be given a reasonable interpretation and read as a whole, with its parts considered in context. (Herman v. Los Angeles County Metropolitan Transportation Authority (1999) 71 Cal.App.4th 819, 824.) The complaint is construed liberally (Code Civ. Proc., § 452), and facts that may be inferred from those expressly alleged are accepted as true. (Cundiff v. GTE California, Inc. (2002) 101 Cal.App.4th 1395, 1405.)

COMPULSORY CROSS-COMPLAINT BAR

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Defendant Mahogany Investment Pacifica, LLC (“Mahogany”) contends that each cause of action asserted against it in the First Amended Complaint (“FAC”) is barred by Code of Civil Procedure section 426.30.

Section 426.30 provides, in relevant part, that if a party against whom a complaint has been filed and served fails to allege in a cross-complaint any related cause of action that the party has against the plaintiff at the time the party serves its answer, the party may not later assert that related cause of action in another action. (Code Civ. Proc., § 426.30, subd. (a).) According to Mahogany, the causes of action in the FAC are related to the circumstances underlying the earlier-filed action, Mahogany Investments Pacifica, LLC v. PCHRG, Inc., et al. (Super. Ct. San Mateo County, No. 23CIV04583), and Mahogany requests judicial notice of the complaint and two amended answers filed in that action.

The judicially noticed materials show that both answers were filed by Plaintiff Helen Nasser Elddin in propria persona. Elddin could not appear for or represent Plaintiff PCHRG, Inc. (“PCHRG”) because she is not a licensed attorney. (See Feb. 3, 2026 Request for Judicial Notice (“RJN”), Exhs. 2-3; see generally CLD Construction, Inc. v. City of San Ramon (2004) 120 Cal.App.4th 1141, 1145-1152.) The status and effect of those unauthorized answers as to PCHRG therefore is at least uncertain for purposes of applying section 426.30 on demurrer.

In any event, as PCHRG and Elddin correctly point out, the compulsory cross-complaint bar applies only to related causes of action that had accrued when the answer was served. (Code Civ. Proc., § 426.30, subd. (a); E. L. White, Inc. v. City of Huntington Beach (1978) 21 Cal.3d 497, 505-506.) PCHRG and Elddin argue that none of their present causes of action accrued before November 21, 2023, the date the last answer was filed. (See RJN, Exh. 3, p. 1.) With respect to the earliest apparent accrual date, the FAC alleges that Defendant Rylin Ortiz intentionally destroyed PCHRG’s inventory in conspiracy with Defendant David Szeto “in November 2023.” (FAC, ¶ 30.) That allegation makes it possible, but not established on the face of the pleadings or judicially noticed materials, that the claim had accrued by November 21, 2023.

More fundamentally, the relevant time under section 426.30 is not the date the answer was filed, but the time the answer was served. (Code Civ. Proc., § 426.30, subd. (a).) Mahogany has not requested judicial notice of any material establishing when the answers were served. Mahogany therefore has not shown, from the face of the FAC or from judicially noticeable materials, that the compulsory cross-complaint bar defeats the claims asserted against it. The demurrer on this ground is accordingly OVERRULED.

FIRST AND THIRD CAUSES OF ACTION: INTENTIONAL INTERFERENCE WITH CONTRACT AND BREACH OF CONTRACT

The Third Cause of Action is asserted against Defendant Ledezma & Sons, Inc. (“L&S”) for allegedly breaching an agreement to purchase PCHRG’s assets for $1.45 million. (FAC, ¶¶ 54-56.) The Third Cause of Action is also asserted against Defendants German Ledezma and Darling Ampie as alleged alter egos of L&S. The First Cause of Action is asserted against Defendants David Szeto, Rylin Ortiz, and Mahogany for intentional interference with the same alleged asset purchase agreement. (FAC, ¶¶ 43-46.)

As a preliminary matter, to the extent the demurrer purports to seek relief on behalf of Ortiz, it is not considered. The moving papers indicate that Ortiz is not represented by the attorney filing the demurrer and has not appeared in this action. (See Feb. 3, 2026 Declaration of Edward C. Singer Jr., ¶ 2.)

As to L&S, Ledezma, Ampie, Szeto, and Mahogany (collectively for this section, “Defendants”), Defendants contend that no enforceable contract is alleged and, therefore, none of them can be liable for breach of contract or intentional interference with contract. Much of Defendants’ argument concerning the alleged commingling of multiple contracts under one cause of action appears to address the original complaint rather than the FAC. The original complaint alleged breaches of both a lease agreement and an asset purchase agreement under one heading. (Apr. 25, 2025 Complaint, ¶¶ 48-56.) The FAC separates the two alleged contracts. (FAC, ¶¶ 48-57.)

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Defendants further argue that the FAC fails to identify the specific subject matter of the sale, the closing date, the payment terms, or the formal parties to the alleged contract. (Demurrer, p. 6, ll. 26-27.) Defendants cite no authority requiring all of those details at the pleading stage. However, the broader point that the FAC does not adequately identify the contract or its essential terms is well taken.

In an action founded on a contract, the pleading must show whether the contract is written, oral, or implied by conduct, or allege facts from which the nature of the contract can be ascertained. (Code Civ. Proc., § 430.10, subd. (g); Hills Transportation Co. v. Southwest Forest Industries, Inc. (1968) 266 Cal.App.2d 702, 706 [applying former statute].) If the pleading does not do so, it is subject to special demurrer. (Code Civ. Proc., § 430.10, subd. (g).) A breach of contract claim also must allege the existence of the contract, plaintiff’s performance or excuse for nonperformance, defendant’s breach, and resulting damages. (Richman v. Hartley (2014) 224 Cal.App.4th 1182, 1186.)

Here, the FAC does not expressly allege whether the alleged asset purchase agreement between PCHRG and L&S was written, oral, or implied by conduct. (See FAC, passim.) Nor is the nature of the alleged agreement ascertainable from the FAC’s allegations. Plaintiffs’ opposition argues that writings and conduct show that a contract existed, but that argument conflates the existence of a contract with the nature of the contract. Both must be pleaded sufficiently to allow Defendants to determine the nature of the claim and whether to assert defenses, including any statute of frauds defense.

The uncertainty is material because the FAC also does not clearly allege the manner in which L&S breached the alleged asset purchase agreement. (FAC, ¶ 56 [alleging only that the contract was “breached”]; Byrne v. Harvey (1962) 211 Cal.App.2d 92, 105 [bare allegation that defendant failed and refused to perform was conclusory and lacking in particularity].) The FAC alleges that the asset purchase agreement was contingent on assignment of PCHRG’s lease to L&S. (FAC, ¶¶ 26-27.) Given that alleged condition, the FAC does not clearly allege when payment became due, whether the condition occurred or was excused, or what specific contractual duty L&S breached. As a result, Defendants have not been given fair notice of the contract they allegedly breached or interfered with, or the manner of breach or interference.

For these reasons, the demurrer to the First and Third Causes of Action is SUSTAINED WITH LEAVE TO AMEND.

SECOND CAUSE OF ACTION: BREACH OF CONTRACT

Mahogany and Szeto demur to the Second Cause of Action as asserted by Elddin on the ground that Elddin was not a party to the lease agreement alleged to have been breached. Although the memorandum of points and authorities does not meaningfully address this issue, the Court must still rule on the general demurrer. (See Dikkers v. Superior Court (1948) 88 Cal.App.2d 816, 818.)

The existence of a contract between the plaintiff and the defendant is a necessary element of a breach of contract claim. (Richman v. Hartley, supra, 224 Cal.App.4th at p. 1186.) The FAC alleges a lease agreement between PCHRG and Mahogany. (FAC, ¶¶ 21, 49.) The FAC does not allege a lease agreement or other contract between Elddin and Mahogany. (See FAC, passim.)

Accordingly, the demurrer to the Second Cause of Action, as asserted by Elddin, is SUSTAINED WITH LEAVE TO AMEND.

DISPOSITION

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The demurrer based on Code of Civil Procedure section 426.30 is OVERRULED.

The demurrer to the First Cause of Action for intentional interference with contract and the Third Cause of Action for breach of contract is SUSTAINED WITH LEAVE TO AMEND.

The demurrer to the Second Cause of Action for breach of contract, as asserted by Plaintiff Helen Nasser Elddin, is SUSTAINED WITH LEAVE TO AMEND.

Plaintiffs may file and serve a second amended complaint no later than 10 days after service of written notice of entry of the formal order. (Cal. Rules of Court, rule 3.1320(g).)

If the tentative ruling is uncontested, it shall become the order of the Court. Thereafter, counsel for Defendants shall prepare, for the Court’s signature, a written order consistent with this ruling 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 by the California Rules of Court.