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.

This matter previously came to hearing on March 4, 2026. At the request of the parties, the matter was continued to today's date to be heard concurrently with the demurrer filed by Defendant Stone Tile Evolution LLC. The Court's previous tentative ruling on this matter is reproduced below (with minor typographical changes and an updated deadline to file an amended complaint).

****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 Wilson Soriano’s (“Defendant”) Demurrer to Plaintiff June Mead’s (“Plaintiff”) First Amended Complaint (“FAC”) is ruled upon as follows.

Factual Background

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:

(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,

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

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.)

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

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

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.)

Timeliness of Defendant’s Demurrer

As a preliminary matter, Plaintiff argues that the instant motion was not timely brought. Plaintiff filed a request for entry of default on July 15, 2025, which was denied, as Defendant filed the instant demurrer on July 17, 2025 prior to any entry of default. On reply, Defendant argues that the parties agreed to a responsive deadline of July 14, 2025. (Reply, p. 2:17.) The Court notes that the email communications between the parties appear to indicate an agreement to extend Defendant’s time to bring a responsive pleading to July 11, 2025, not July 14, 2025. (Shahid Reply Decl., ¶ 6, Ex. 10.)

Nevertheless, given that Plaintiff filed a substantive opposition to the instant demurrer and the fact that the demurrer was filed less than a week after the agreed-upon date, the Court finds that Defendant’s demurrer being untimely by less than a week is not a sufficient basis to not hear the pending motion, especially in light of the strong public policy favoring litigation on the merits of an action. (Slusher v. Durrer (1977) 69 Cal.App.3d 747, 753 [“The policy of the law favors, wherever possible, a hearing on the merits; appellate courts are more disposed to affirm an order where the result compels a trial on the merits than they are when the default judgment is permitted to stand, and it appears that a meritorious defense may be available”]; see Dick v.

Superior Court (1986) 185 Cal.App.3d 1159, 1168 [“It is the policy of the law to dispose of litigation on its merits rather than on procedural grounds”].) The Court has discretion to hear an untimely demurrer (Jackson v. Doe (2011) 192 Cal.App.4th 742, 750).

In its discretion, the Court will rule substantively on Defendant’s demurrer.

Discussion

First Cause of Action for Breach of Contract

Defendant argues that Plaintiff’s breach of contract claim is barred by the statute of limitations and that the FAC does not allege sufficient facts. Plaintiff opposes, arguing that the claim is sufficiently pled, and that Defendant’s statute of limitations argument “ignores the lease’s holdover provisions and Defendant’s continued possession of the premises thereafter.” (Opp., p. 5:13-14.)

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

“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.)

Statute of Limitations

Code of Civil Procedure section 337.2 provides:

Where a lease of real property is in writing, no action shall be brought under Section 1951.2 of the Civil Code more than four years after the breach of the lease and abandonment of the property, or more than four years after the termination of the right of the lessee to possession of the property, whichever is the earlier time.

(Emphasis added.)

Generally, a cause of action accrues and the statute of limitations begins to run, when, under the substantive law, the wrongful act is done or the wrongful result occurs and the consequent liability arises. (Norgart v. Upjohn Co. (1999) 21 Cal. 4th 383.) However, the statute of limitations in section 337 begins to run from the date of the alleged contract breach. (See Armstrong Petroleum Corp. v. Tri-Valley Oil & Gas Co. (2004) 116 Cal.App.4th 1375, 1388 (statute of limitations triggered when all elements of a cause of action have occurred) or, for an action on an account, from the date of the last item listed in the book account. (Code Civ. Proc. § 337.)

Plaintiff’s FAC alleges that the parties executed the at issue contract on October 15, 2016, with a two-year term and a holdover provision. (FAC, ¶¶ 8, 9, 12.) The FAC further alleges that Defendant maintained possession of the property until May 11, 2021. Plaintiff filed his initial complaint on April 1, 2025. Given that the lease included a provision which states, “should the Tenant remain in possession of the premises with the consent of the Landlord after the natural expiration of his Lease, a new tenancy from month to month will be created between the Landlord and the Tenant.” (FAC, Ex.

A, ¶ 11.) The FAC does not allege that Defendant remained on the premises without Plaintiff’s consent, merely that Defendant failed to pay the additional rent required in such a circumstance. (FAC, ¶¶ 12, 13. 22.) Further, the FAC alleges that Defendant breached the agreement by leaving the property in a 'severely damage[d], hazardous, and uninhabitable condition.” (FAC ¶ 22c.) Based on the allegations in the Complaint, this breach occurred when Defendants left the property in May 2021. Accordingly, the Court finds that Plaintiff has alleged a breach within the statute of limitations, and thus, a violation of the statute of limitations does not appear on the face of the complaint.

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

The Court notes that to the extent Defendant argues that certain acts or failures fall outside of the statute of the limitations, the determination of whether certain conduct is actionable is not appropriately adjudicated through the demurrer, as a demurrer may be sustained only where it disposes of an entire cause of action. (See, e.g., Fremont Indemnity Co. v. Fremont General Corp. (2007) 148 Cal.App.4th 97, 119.)

The demurrer on this ground is overruled.

Sufficiency of the Allegations

Defendant argues that because the FAC does not “state sufficiently which Defendant breached the contract, and whether it was an oral or written contract that was breached.” (Mtn., p. 8:20- 21.)

In order to plead a breach of contract cause of action, the plaintiff may either attach a copy of the agreement, set forth the material terms verbatim or plead the legal effect of the agreement. (Construction Protective Services, Inc. v. TIG Specialty Insurance Co. (2002) 29 Cal.4th 189, 198-199.)

Here, Plaintiff has attached a copy of the lease agreement to his FAC. He is therefore not required to plead the terms of the contract. Further, the Court finds that Plaintiff has sufficiently pled facts to set forth the cause of action for breach of contract. (See Mtn., p. 9:15-24; (Williams v. Beechnut Nutrition Corp. (1986) 185 Cal.App.3d 135, 139, fn. 2 [“under our liberal pleading rules, where the complaint contains substantive factual allegations sufficiently apprising defendant of the issues it is being asked to meet, a demurrer for uncertainty should be overruled or plaintiff given leave to amend.”].)

Defendant’s demurrer to the first cause of action is OVERRULED.

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 limitations and fails to state sufficient facts. Plaintiff does not oppose Defendant’s argument that the claim is barred by the statute of limitations. A party's failure to oppose a motion is construed as a concession on the merits of the motion. (See D.I. Chadbourne, Inc. v. Superior Court (1964) 60 Cal.2d 723, 728, n.4.)

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

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

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].)

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.)

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

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.

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.

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

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, as to the second, third, and fourth causes of action, and OVERRULED as to the first cause of action.

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