MEAD vs SORIANO, et al.

A Stipulation and Appointment of Official Reporter Pro Tempore (CV/E-206) is required to be signed by each party, the private court reporter, and the Judge prior to the hearing, if not using a reporter from the Court’s Approved Official Reporter Pro Tempore list.

Once the form is signed it must be filed with the clerk. If a litigant has been granted a fee waiver and requests a court reporter, the party must submit a Request for Court Reporter by a Party with

25CV007870: MEAD vs SORIANO, et al. 03/25/2026 Hearing on Demurrer to Plaintiff Amended Complaint in Department 25

a Fee Waiver (CV/E-211) and it must be filed with the clerk at least 10 days prior to the hearing or at the time the proceeding is scheduled if less than 10 days away. Once approved, the clerk will forward the form to the Court Reporter’s Office and an official reporter will be provided.

****NOTICE: EFFECTIVE APRIL 13, 2026, THIS DEPARTMENT WILL MOVE TO THE TANI G. CANTIL-SAKAUYE COURTHOUSE LOCATED AT 500 G. ST. SACRAMENTO, CA. MOTIONS NOTICED FOR DEPARTMENT 25 WILL BE HEARD IN DEPARTMENT 8D OF THE NEW COURTHOUSE. ALL HEARINGS WILL TAKE PLACE AT THIS NEW LOCATION*****

TENTATIVE RULING

Defendant Stone Tile Evolution LLC’s (“Defendant”) Demurrer to Plaintiff June Mead’s (“Plaintiff”) First Amended Complaint (“FAC”) is ruled upon as follows.

Plaintiff’s unopposed request for judicial notice is granted for the purposes appropriate for judicial notice. (See Evid. Code § 452, subd. (d); see also Johnson & Johnson v. Superior Court (2011) 192 Cal.App.4th 757, 768 [court may take judicial notice of the existence of court documents but not to the truth of the statements contained therein].)

Factual Background

Plaintiff filed the initial complaint on April 1, 2025. Plaintiff filed the operative First Amended Complaint (“FAC”) on May 27, 2025.

This action arises out of an agreement by which Plaintiff leased a commercial property located at 1717 Kathleen Ave, Suite 1, Sacramento, CA 95835 (the “Property”) to Defendants Wilson Soriano and Stone Tile Evolution LLC. (FAC, ¶ 8.) The lease was executed on or around October 15, 2016, with a two-year term beginning on the same date. (FAC, ¶¶ 8, 9.) The lease required that Defendants maintain the premises and restricted unauthorized alterations and return the property to the original condition before vacating the Property. (FAC, ¶¶ 10, 11.) The lease also included a holdover provision, which specified that if Defendants remained in possession beyond the term of the lease, the month rent would double from the previously agreed upon amount. (FAC, ¶ 12.)

Plaintiff alleges that Defendants breached the lease agreement by:

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV007870: MEAD vs SORIANO, et al. 03/25/2026 Hearing on Demurrer to Plaintiff Amended Complaint in Department 25

(a). Failing to pay rent in accordance with the Lease terms; (b). Failing to maintain insurance as required under the lease for property damages and injury, thereby exposing Plaintiff to significant financial risk and leaving the premises uninsured against key liabilities; (c) Causing significant physical damage to the Property; (d). Engaging in unauthorized alterations and removing property belonging to Plaintiff; (e.) Remaining in possession beyond the expiration of the Lease without paying the required increased rent under the overholding clause.

(FAC, ¶ 13.)

The FAC brings causes of action for: (1) Breach of Contract; (2) Common Count- Restitution/Quasi Contract; (3) Fraudulent Misrepresentation; and (4) Declaratory Relief.

Defendant now demurs to Plaintiff’s FAC on the grounds that each cause of action fails to state sufficient facts to constitute a cause of action and is uncertain.

Legal Standard

The function of a demurrer is to test the sufficiency of the pleading it challenges by raising questions of law. (Salimi v. State Comp. Ins. Fund (1997) 54 Cal.App.4th 216, 219; Nordlinger v. Lynch (1990) 225 Cal.App.3d 1259, 1271.)

A demurrer “tests the pleadings alone and not the evidence or other extrinsic matters.” (SKF Farms v. Superior Court (1984) 153 Cal.App.3d 902, 905.) The purpose of a demurrer is to test the legal sufficiency of a claim. (Donabedian v. Mercury Ins. Co. (2004) 116 Cal.App.4th 968, 994.) For the purpose of determining the effect of a complaint, its allegations are liberally construed, with a view toward substantial justice. (Code Civ. Proc. §452; Amarel v. Connell (1988) 202 Cal.App.3d 137, 140-141; Quelimane Co. v.

Stewart Title Guaranty Co. (1998) 19 Cal.4th 26, 43, fn. 7.) In this respect, the Court treats the demurrer as admitting all material facts properly pleaded, but not contentions, deductions or conclusions of fact or law, and considers matters which may be judicially noticed. (Blank v. Kirwan (1985) 39 Cal.3d 311, 318; Poseidon Development, Inc. v. Woodland Lane Estates, LLC (2007) 152 Cal.App.4th 1106, 1111- 1112.) A general demurrer does not admit contentions, deductions, or conclusions of fact or law alleged in the complaint; facts impossible in law; or allegations contrary to facts of which a court may take judicial notice. (Blank, supra, 39 Cal.3d at p. 318; William S.

Hart Union High School Dist. v. Regional Planning Com. (1991) 226 Cal.App.3d 1612, 1616, fn. 2.)

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV007870: MEAD vs SORIANO, et al. 03/25/2026 Hearing on Demurrer to Plaintiff Amended Complaint in Department 25

A demurrer may be sustained only if the complaint lacks any sufficient allegations to entitle the plaintiff to relief. (Financial Corp. of America v. Wilburn (1987) 189 Cal.App.3d 764, 778.) “Plaintiff need only plead facts showing that he may be entitled to some relief . . . we are not concerned with plaintiff's possible inability or difficulty in proving the allegations of the complaint.” (Highlanders, Inc. v. Olsan (1978) 77 Cal.App.3d 690, 696-697.) “[Courts] are required to construe the complaint liberally to determine whether a cause of action has been stated, given the assumed truth of the facts pleaded.” (Picton v.

Anderson Union High School Dist. (1996) 50 Cal.App.4th 726.) A demurrer admits the truth of all material facts properly pled and the sole issue raised by a general demurrer is whether the facts pled state a valid cause of action – not whether they are true. (Serrano v. Priest (1971) 5 Cal.3d 584, 591.)

Discussion

First Cause of Action for Breach of Contract

Defendant argues that Plaintiff’s breach of contract claim fails because, inter alia, Defendant is not a party to the written agreement. Plaintiff opposes, arguing that the FAC clearly sets forth facts showing that Defendant Soriano acted on behalf of Defendant Stone Tile with respect to the lease agreement.

“To prevail on a cause of action for breach of contract, the plaintiff must prove (1) the contract, (2) the plaintiff’s performance of the contract or excuse for nonperformance, (3) the defendant’s breach, and (4) the resulting damage to the plaintiff.” (Richman v. Hartley (2014) 224 Cal.App.4th 1182, 1186.)

The Commercial Lease Agreement attached as Exhibit A to the FAC provides that the agreement is between Plaintiff and “Wilson Soriano DBA Stone Tile Evolution.” The lease contains no reference to Defendant. Plaintiff’s complaint does not contain any allegations of alter ego with respect to Defendant.

Based on the plain language of the lease agreement, the Court finds that Plaintiff has not shown that Defendant is a party to the lease agreement or that it is otherwise liable for an alleged breach of the lease agreement.

Defendant’s demurrer to the first cause of action is SUSTAINED, with leave to amend.

Second Cause of Action for Common Count- Restitution/Quasi Contract

Defendant argues that Plaintiff’s second cause of action is barred by the statute of

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV007870: MEAD vs SORIANO, et al. 03/25/2026 Hearing on Demurrer to Plaintiff Amended Complaint in Department 25

limitations and fails to state sufficient facts. Defendant contends that the two-year statute of limitations for quantum meruit claims under Code of Civil Procedure section 339 applies. Plaintiff argues that the statute of limitations “does not bar the claim at the pleading stage,” asserting that “the FAC alleges continuing conduct extending through 2021, and nothing in the pleading conclusively establishes that the claim is time-barred.” (Opp’n at p. 14:22-25.)

In this case, Plaintiff does not proffer argument that a different statute of limitations, other than the two-year statute of limitations advanced by Defendant, applies. A party's failure to oppose a motion is construed as a concession on the merits. (See D.I. Chadbourne, Inc. v. Superior Court (1964) 60 Cal.2d 723, 728, n.4.) As such, by Plaintiff’s own arguments, on its face, the statute of limitations began sometime in 2021, and a two-year statute of limitations would have expired prior to the filing of the initial complaint in 2025.

To the extent Plaintiff asserts that some sort of tolling applies, the FAC does not allege facts to support such a theory. California law generally requires a party seeking to avoid the bar posed by a statute of limitations to plead facts sufficient to support the application of the doctrine/theory relied upon. (See, e.g., Long v. Forty Niners Football Co. LLC (2019) 33 Cal.App.5th 550, 555 [“Where a claim is time-barred on its face, the plaintiff must specifically plead facts that would support equitable tolling;” party attempting to invoke 'equitable tolling bears the burden of proving its applicability']; Fox v. Ethicon Endo-Surgery, Inc. (2005) 35 Cal.4th 797, 808 [requiring pleading to state facts sufficient to establish elements of the “discovery rule”].)

Accordingly, Defendant’s demurrer is SUSTAINED, with leave to amend, as to Plaintiff’s second cause of action for restitution.

Third Cause of Action for Fraudulent Misrepresentation

Defendant demurs to Plaintiff’s cause of action for fraudulent misrepresentation on the ground that the FAC fails to meet the heightened pleading standard for a claim for fraud. Plaintiff opposes, arguing that his complaint meets the heightened standard.

“The elements of fraud that will give rise to a 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.’ ” (Engalla v. Permanente Medical Group, Inc. (1997) 15 Cal.4th 951, 974 [internal quotation marks omitted].)

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV007870: MEAD vs SORIANO, et al. 03/25/2026 Hearing on Demurrer to Plaintiff Amended Complaint in Department 25

Under California law, fraud, intentional and negligent misrepresentation are subject to heightened pleading requirements. (See Lazar v. Superior Court (1996) 12 Cal.4th 631, 645; Cadlo v. Owens-Illinois, Inc. (2004) 125 Cal.App.4th 513, 519.) This means that “(1) general pleading of the legal conclusion of fraud is insufficient; and (2) every element of the cause of action must be alleged in full, factually and specifically, and the policy of liberal construction of pleading will not usually be invoked to sustain a pleading that is defective in any material respect.” (Wilhelm v.

Pray, Price, Williams & Russell (1986) 186 Cal.App.3d 1324, 1331.) Indeed, “[t]he specificity requirement means a plaintiff must allege facts showing how, when, where, to whom, and by what means the representations were made, and, in the case of a corporate defendant, the plaintiff must allege the names of the persons who made the representations, their authority to speak on behalf of the corporation, to whom they spoke, what they said or wrote, and when the representation was made.” (West v. JP Morgan Chase Bank, NA (2013) 214 Cal.App.4th 780, 793; see also Small v.

Fritz Co., Inc. (2003) 30 Cal.4th 167, 184.)

In support of his claim for fraudulent misrepresentation, Plaintiff alleges:

Specifically, Defendants falsely and fraudulently: a) Misrepresented their intent to vacate the Property, while continuing to occupy and use it without making required rent payments; b) Invoked COVID-19 hardship protections as a false pretext to avoid eviction and financial responsibility, despite remaining in possession and continuing operations; c) Concealed substantial physical damage and hazardous environmental conditions at the Property—including silica dust contamination, mold, electrical defects, and structural deterioration—prior to and upon vacating.

(FAC, ¶ 31.)

These allegations are not sufficient to meet the heightened pleading standard required for fraud. Plaintiff must allege the specifics of when/where the misrepresentations were made and by whom.

Therefore, the Court will SUSTAIN Defendant’s demurrer to Plaintiff’s third cause of action, with leave to amend.

Fourth Cause of Action for Declaratory Relief

Finally, Defendant argues that declaratory relief is not a standalone cause of action and that the claim is duplicative of Plaintiff’s claim for breach of contract.

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV007870: MEAD vs SORIANO, et al. 03/25/2026 Hearing on Demurrer to Plaintiff Amended Complaint in Department 25

Code of Civil Procedure section 1060 provides:

Any person interested under a written instrument.or under a contract, or who desires a declaration of his or her rights or duties with respect to another may, in cases of actual controversy relating to the legal rights and duties of the respective parties, bring an original action or cross-complaint in the superior court for a declaration of his or her rights and duties including a determination of any question of construction or validity arising under the instrument or contract.

“A cause of action for declaratory relief may adjudicate future rights and liability between parties who have a relationship, either contractual or otherwise.” (Centex Homes v. St. Paul Fire & Marine Ins. Co. (2015) 237 Cal.App.4th 23, 28.) “To assert a cause of action for declaratory relief, Code of Civil Procedure section 1060 requires that there be 'an actual controversy relating to the legal rights and duties of the respective parties,' ” (Id. [quoting Connerly v. Schwarzenegger (2007) 146 Cal.App.4th 739, 746- 747.) “The fundamental basis of declaratory relief is the existence of an actual, present controversy over a proper subject.” (City of Cotati v. Cashman (2002) 29 Cal.4th 69, 79 [emphasis in original].)

As noted by Defendant, a claim for declaratory relief does not stand where an adequate remedy exists under some other form of action. (Pacific Electric Ry. Co. v. Dewey (1949) 95 Cal. App. 2d 69, 71.)

Here, Plaintiff seeks to have a declaration of his rights under the contract. However, the FAC confirms that Defendant has vacated the premises and there are no facts alleging that the parties continue to be in an ongoing, contractual relationship. Neither Plaintiff’s complaint nor his opposition points to any specific declaratory relief sought which will not be resolved via Plaintiff’s breach of contract claims.

Accordingly, the Court finds that Plaintiff has not adequately alleged a present controversy requiring judicial intervention. Defendant’s demurrer to this cause of action is SUSTAINED, with leave to amend.

Disposition

Defendant’s demurrer is SUSTAINED, with leave to amend.

Plaintiff may file and serve an amended complaint no later than April 15, 2026. Although

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV007870: MEAD vs SORIANO, et al. 03/25/2026 Hearing on Demurrer to Plaintiff Amended Complaint in Department 25

not required by statute or court rule, Plaintiff is directed to present the clerk a copy of this ruling at the time of filing the Second Amended Complaint. Defendant may file and serve a response within 30 days of service of the Second Amended Complaint, 35 days if served by mail.

The minute order is effective immediately. No formal order pursuant to California Rules of Court, rule 3.1312 or further notice is required.