Vidushi Savant v. Vikas Kedia, et al.

2. Defendants CIS, Inc., Wagonflow, LLC, Stamp, Inc., Bansi, Inc., and Vikas Kedia demur under Code of Civil Procedure Section 430.10(e) to the Seventh Cause of Action for Civil Conspiracy to Commit Fraud on the basis that Plaintiff fails to allege facts sufficient to state a cause of action against Defendants.

3. Defendants CIS, Inc., Wagonflow, LLC, Stamp, Inc., and Bansi, Inc., demur under Code of Civil Procedure Section 430.10(e) to the Sixth Cause of Action for Fraudulent Concealment on the basis that Plaintiff fails to allege facts sufficient to state a cause of action against Defendants.

4. Defendant Vikas Kedia demurs under Code of Civil Procedure Section 430.10(e) to the Eighth Cause of Action for Declaratory Relief Re: Validity of the RISTC Trust on the basis that Plaintiff fails to allege facts sufficient to state a cause of action against Defendant Kedia.

5. Defendants CIS, Inc., Wagonflow, LLC, Stamp, Inc., and Bansi, Inc., demur under Code of Civil Procedure Section 430.10(e) to the Ninth Cause of Action for Constructive Trust on the basis that Plaintiff fails to allege facts sufficient to state a cause of action against Defendants.

Notice of Demurrer (the “Demurrer”) at 2:5-3:12 (filed: Dec. 8, 2025).

In addition, Defendants move to strike the SAC as follows:

1. The entire SAC.

2. The Fifth Cause of Action for Breach of Contract under Marvin v. Marvin (SAC, ¶¶ 53-56, pp. 19:13-20:8).

3. The Seventh Cause of Action for Civil Conspiracy to Commit Fraud (by Concealment) (SAC, ¶¶63-66, pp. 21:10-27).

4. The Eighth Cause of Action for Declaratory Relief Re: Validity of the RISTC Trust (SAC, ¶¶ 67-75, pp. 22:3-23:18).

5. “2. Enforcement of Marvin Agreement ¶ a. Damages for Breach of Agreement; and ¶ b. Imposition of Constructive Trust on All Assets Fraudulently Transferred[.]” (SAC, Prayer, ¶ 2, p. 24:23-25).

6. “Declaratory Relief ¶ For a declaration of validity of the RISTC Trust[.]” (SAC, Prayer, ¶ 3, p. 24:26-27).

Notice of Motion to Strike (the “Motion to Strike”) at 2:5-20 (filed: Dec. 8, 2025).

Defendant’s Motion to Strike is brought on the grounds that the above matter is improper and is not drawn in conformity with California law, including but not limited to Code of Civil Procedure Sections 339, 436, 472, 472a, and relevant case law. Motion to Strike at 2:21-23. Specifically, Plaintiff’s SAC is untimely and exceeds the scope of leave to amend as set forth in the Court’s previous ruling. Id. at 2:23-24. The SAC also seeks recovery of damages arising from a time-barred claim based on breach of an implied contract that is deficiently pleaded. Id. at 2:24-26.

The Demurrer and Motion to Strike came on for hearing on July 8, 2026, at 9:00 AM in Department 16. After reviewing all the papers and the record, and giving counsel for all parties the full and fair opportunity to be heard, the Court finds and rules in this Order on Demurrer and Motion to Strike as follows.

I. Factual Allegations of the SAC

In September 2009, Plaintiff and Kedia began cohabitating and later married in India on December 15, 2010, in accordance with Hindu religious traditions. On July 5, 2013, Kedia and Plaintiff entered into a civil marriage in the United States. The family court determined that the official date of marriage was July 5, 2013, a decision that was affirmed on appeal. The parties did not have any pre-nuptial agreement. They separated in 2019, and the court dissolved the marriage on May 2, 2024. The parties have one minor child together. (SAC ¶ 26.)

During their marriage four properties were purchased that are at issue here: the Portola residential property at 211 Portola Court in Los Altos, the Covington residential property at 355 Covington Road in Los Altos, the El Camino commercial property at 4966 El Camino Real #223-226 in Los Altos, and the Fifth Avenue commercial property at 112- 120 Fifth Avenue in Redwood City. (SAC ¶ 23)

Kedia allegedly siphoned community property income away from Plaintiff's view and consolidated under his sole, direct or indirect, control assets that should have been owned by and under control of the community, by placing those assets within entities

created by him or at his instruction to be owned by persons loyal to him such as his parents or relatives. Kedia repeatedly told Plaintiff that the Properties were community property and that the shell entities were created solely for tax and liability purposes. (SAC ¶¶ 27-29, 32)

While not an attorney, Kedia established the Oak View Law Group ("OVLG") as its sole incorporator and officer. Through OVLG, Kedia directed creation of the shell entities CIS, STAMP, and BANSI that hold title to the properties at issue. Kedia also controlled the RISTC Trust for which OVLG is the trustee. The SAC alleges that the RISTC Trust was formed to misappropriate and convert community assets and assets acquired while the parties were living together. (SAC ¶¶ 9, 10, 28)

On September 5, 2025, a jury convicted OVLG of ten felony counts of unauthorized use of personal identifying information and two misdemeanor counts for unauthorized practice of law and false advertising. As a co-defendant, Kedia was granted mental health diversion and the charges against him were dismissed on May 21, 2025, upon completion of his mental health treatment. Kedia’s wrongful and fraudulent conduct as alleged in the SAC is consistent with his conduct as alleged in the criminal proceeding. (SAC ¶¶ 2, 3, 4)

Plaintiff initiated this action on May 30, 2023, and amended her complaint on January 24, 2025, and November 6, 2025. The operative SAC alleges causes of action for

1. First Cause of Action: Quiet Title As To Portola Property

2. Second Cause of Action: Quiet Title as to Covington Property

3. Third Cause of Action: Quiet Title as to El Camino Real Property

4. Fourth Cause of Action: Quiet Title as to Fifth Avenue Property

5. Fifth Cause of Action: Breach of Contract under Marvin v. Marvin

6. Sixth Cause of Action: Fraudulent Concealment

7. Seventh Cause of Action: Civil Conspiracy to Commit Fraud by Concealment

8. Eight Cause of Action: Declaratory Relief Re Validity of the RISTC Trust

9. Ninth Cause of Action: Constructive Trust.

SAC at ¶¶ 40-79 (filed: Nov. 6, 2025).

II. Legal Standards

“The party against whom complaint or cross-complaint has been filed may object, by demurrer or answer as provided in [Code of Civil Procedure] section 430.30, to the pleading on any one or more of the following grounds: . . . (e) The pleading does not state

sufficient facts to constitute cause of action, (f) The pleading is uncertain.” (C.C.P. § 430.10(e) & (f).)

A demurrer may be used by “[t]he party against whom complaint has been filed” to object to the legal sufficiency of the pleading as whole, or to any “cause of action” stated therein, on one or more of the grounds enumerated by statute. (C.C.P. §§ 430.10 & 430.50(a).)

“A demurrer tests only the legal sufficiency of the pleading. It admits the truth of all material factual allegations in the complaint; the question of plaintiff's ability to prove these allegations, or the possible difficulty in making such proof does not concern the reviewing court.” (Committee on Children's Television, Inc. v. General Foods Corp. (1983) 35 Cal. 3d 197, 213-214.) In ruling on demurrers, courts may consider matters subject to judicial notice. (Scott v. JPMorgan Chase Bank, N.A. (2013) 214 Cal. App. 4th 743, 751.) Evidentiary facts found in exhibits attached to complaint can be considered on demurrer. (Frantz v. Blackwell (1987) 189 Cal.App.3d 91, 94.)

Under California law, even if a demurrer is sustained, leave to amend the complaint is routinely granted. “Liberality in permitting amendment is the rule, if fair opportunity to correct any defect has not been given.” (Angie M. v. Superior Court (1995) 37 Cal. App. 4th 1217, 1227.) “Unless the complaint shows on its face that it is incapable of amendment, denial of leave to amend constitutes an abuse of discretion, irrespective of whether leave to amend is requested or not.” (McDonald v. Sup. Ct. (Flintkote Co.) (1986) 180 Cal. App. 3d 297, 303-304.)

“Any party, within the time allowed to respond to a pleading may serve and file a notice of motion to strike the whole or any part thereof....” (Code Civ. Proc. § 435.) “The court may, upon a motion made under 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.” (Code Civ. Proc. § 436.) The grounds for a motion to strike shall appear on the face of the challenged pleading or from any matter of which the court is required to take judicial notice. (Code Civ. Proc. § 437, subd. (a).)

III. Judicial Notice

Plaintiff seeks Judicial Notice of the following:

• Exhibit A - Court’s Minute Order dated September 19, 2025; • Exhibit B - The Felony Complaint filed by the District Attorney People v. Oak View Law Group, Santa Clara County Superior Court Case No. C2003831; • Exhibit C - The Reporter’s transcript of the proceedings dated March 19, 2024, in People v. OVLG; • Exhibit D - The District Attorney’s trial brief in People v. OVLG action, filed on August 4, 2025; • Exhibit E - Excerpts from the trial proceedings in People v. OVLG;

• Exhibit F - The reporter’s transcript of District Attorney’s closing argument in People v. OVLG; • Exhibit G – The Minute Order in People v. OVLG recording the Jury Verdict dated September 5, 2025.

Plaintiff’s request for Judicial Notice is GRANTED IN PART as follows. Under Evidence Code §§ 452 and 453, the Court may take Judicial Notice of the existence of judicial opinions and court documents including the results reached in those documents, e.g., in orders, statements of decision, and judgments, but cannot take judicial notice of the truth of hearsay statements in decision or court files, including pleadings, testimony, or statements of fact. (See, Williams v. Wraxall (1995) 33 Cal. App. 4th 120, 130, fn. 7, citing Gilmore v. Superior Court (1991) 230 Cal. App. 3d 416, 418.). Accordingly, the Court takes Judicial Notice of the existence of Exhibits A-G and the results reached therein.

IV. Analysis of the Demurrer

A. The Demurrer to the Fifth Cause of Action Against Kedia for Breach of Contract is Overruled.

Defendant Kedia demurs to the Fifth Cause of Action arguing that (1) the claim is time-barred since the applicable statute of limitation expired on July 4, 2015, two-years after the parties ceased cohabitating; and (2) Plaintiff fails to allege specific terms of the alleged oral agreement or specific damages she claims to have suffered. Kedia emphasizes that under Marvin v. Marvin (1976) 18 Cal.3d 660, the implied agreement to equally share property existed only during the parties’ cohabitation from September 2009 through July 4, 2013. (Motion at 7:21-8:19)

In Opposition, argues that (1) her SAC adequately pleads facts for all elements of breach of contract under Marvin, (2) the discovery rule and the continuing violation doctrine delayed accrual of the statute of limitation, (3) Kedia is equitably estopped from invoking the statute of limitation when he actively prevented discovery of his breach, and (4) the SAC does not affirmatively establish untimeliness. (Opposition at 11:15-13:11).

The Court agrees with Plaintiff.

First, the necessary elements of a breach of contract cause of action are: (1) the existence of the contract; (2) the Plaintiff's performance or excuse for nonperformance; (3) the defendant's breach; and (4) resulting damage. (Wall Street Network, Ltd. v. New York Times Co. (2008) 164 Cal.App.4th 1171, 1178.) “An oral contract may be pleaded generally as to its effect, because it is rarely possible to allege the exact words.” (Scolinos v. Kolts (1995) 37 Cal.App.4th 635, 640.)

The SAC alleges that between September 2009 and July 4, 2013, Plaintiff and Kedia were an unmarried cohabitating couple who implicitly agreed to pool earnings, share property equally, hold property jointly, and treat income, assets, and properties as community property. These allegations identify the essential terms: equal sharing of

property acquired during cohabitation. The SAC further alleges Plaintiff's performance: supporting Kedia in creating income-generating software and websites, serving as HR manager of GRMTech, and contributing to the household. Breach is alleged through Kedia's diversion of assets into shell entities and denial of Plaintiff's ownership interest. Damages are alleged through deprivation of Plaintiff's share of the Properties and income from community businesses. (SAC ¶¶ 26, 27-38, 54) These allegations sufficiently plead the necessary elements of a breach of contract cause of action.

Second, Marvin stands for the proposition that basic contracting principles apply equally to unmarried, cohabitating couples, and California will enforce agreements between such parties so long as they comply with the standard principles of contract formation and rest on lawful consideration. Like most contractual relationships, Marvin agreements “may be express or implied.” (Marvin, supra, 18 Cal.3d 660, 686, fn.16.) In other words, the law of contract, not the Family Code, governs cohabitation arrangements that do not qualify as putative marriages. As such, actions to enforce oral cohabitation agreements must be filed within two years of the breach. (See Code. Civ. Proc. § 339(1).)

Kedia’s untimeliness argument fails for several reasons. Plaintiff has alleged sufficient facts establishing the requirements for delayed accrual under the discovery rule, which applies when the Defendant not only breached the contract in secret but also Defendant’s act constituting the breach prevented Plaintiff from discovering it. (See, Gryczman v. 4550 Pico Partners, Ltd., (2003) 107 Cal. App. 4th 1, 5-6) Plaintiff here has also alleged ongoing acts of breach, including transfer of the Covington Property to WAGONFLOW in July 2023. Each act of continued retention and concealment constitutes a new breach of the agreement that triggers its own limitation period. (See, Eloquence Corp. v. Home Consignment Ctr., (2020) 49 Cal. App. 5th 655, 661)

Last but not least, the SAC does not affirmatively show that the claim is untimely. A demurrer based on the ground of statute of limitations at the pleading stage will be sustained only where the dates in the SAC on its face demonstrate that the cause of action is barred by the applicable statute of limitations. (See, Vaca v. Wachovia Mortg. Corp. (2011) 198 Cal.App.4th 737, 746.). And as the SAC does not on its face show that it is barred by the applicable statute of limitations, Kedia demurer on this ground is OVERRULED at the pleading stage.

For all those reasons, Defendant’s Demurrer to Plaintiff’s Fifth Cause of Action for Breach of Contract is OVERRULED.

B. The Demurrer to the Sixth Cause of Action Against All Defendants for Fraudulent Concealment is Overruled.

The elements of fraudulent concealment are that: (1) defendant concealed or suppressed a material fact; (2) defendant was under a duty to disclose the fact to plaintiff; (3) defendant intentionally concealed or suppressed the fact with intent to defraud; (4) plaintiff was unaware of the fact and would not have acted as he did if he had known of the concealed fact; and (5) as a result, plaintiff sustained damage. (Boschma v. Home Loan Center, Inc. (2011) 198 Cal.App.4th 230, 248.) While fraud must be pled with

particularity, the standard is relaxed where, as here, it appears from the nature of allegations that the defendant must necessarily possess full information concerning the facts that defendant concealed. (Alfaro v. Community Housing Improvement System & Planning Assn, Inc. (2009) 171 Cal.App.4th 1356, 1384.)

Defendants CIS, Inc., Wagonflow, LLC, Stamp, Inc., and Bansi, Inc., (the “Entity Defendants”) demur to this cause of action arguing that Plaintiff fails to allege specific facts establishing (1) how Kedia misappropriated community assets, (2) when Kedia and CIS admitted to CIS’ ownership of the Portola Property, (3) Defendants’ intentional failure to disclose various facts, (4) entity Defendants are the alter egos of Kedia, and (5) entity Defendants owed Plaintiff any duty. (Motion at 10:22-11:2) The Court is unpersuaded by the Entity Defendants’ argument.

The key issue is whether the SAC well pleads facts that trigger the Entity Defendants’ duty to disclose. The Court's prior order found this duty was not adequately alleged in the First Amended Complaint. (RJN Ex. A) But the SAC has cured this deficiency through detailed alter ego allegations.

Two requirements must be met to invoke the alter ego doctrine: (1) there must be such a unity of interest and ownership between the corporation and its equitable owner that the separate personalities of the corporation and the shareholder do not in reality exist; and (2) there must be an inequitable result if the acts in question are treated as those of the corporation alone.(See, Sonora Diamond Corp. v. Super. Ct. (Sonora Union High School Dist.) (2000) 83 Cal.App.4th 523, 538-539.) To determine whether sufficient unity of interest and ownership exists between two entities, the court considers commingling of assets, identical equitable ownership, identical directors and officers, and use of one as a mere shell or conduit for the affairs of the other. (Ibid.)

Here, the SAC sets forth ten specific indicia of alter ego in Paragraph 21: Kedia controlling business and affairs of all entity defendants; commingling funds and diverting corporate assets for personal use; disregarding legal formalities; using same offices and employees; using entities as mere shells or conduits; and using entities to shield personal obligations. (SAC ¶ 21) These are well pleaded facts, not mere legal conclusions.

The SAC goes beyond conclusory labels by alleging specific conduct: Kedia's mother served as nominal incorporator of CIS, STAMP, and BANSI using Kedia's contact information and OVLG's address; OVLG served as trustee of the RISTC Trust; the courtappointed Receiver found Kedia controlled GRMTech, OVLG, and likely other family businesses as master manipulator; emails documented fund flows among OVLG, BANSI, Savant Care, GRMTech, and NII at Kedia's direction, including a $480,000 wire transfer Kedia personally directed; and OVLG's criminal conviction confirmed Kedia's de facto control. (SAC ¶¶ 3, 9, 10, 20-22, 28, Ex. A)

The SAC further identifies specific entities Kedia created, specific means of creation, specific mechanisms of control, specific financial transactions reflecting commingling, independent corroboration through the Receiver's findings and OVLG's criminal conviction, Kedia’s use of shell corporations to steal community property from

his spouse. (SAC ¶¶ 28-35)

These factual allegations satisfy the pleading standard requiring specific facts showing unity of interest and ownership and an inequitable result. As such, sufficient facts are pleaded to establish Kedia is the alter ego of the Entity Defendants, and thus that his spousal fiduciary duty attaches to the Entity Defendants.

With alter ego establishing duty, the SAC satisfies the remaining elements. Material fact concealed: the true ownership structure of the Properties, specifically that CIS, WAGONFLOW, STAMP, and BANSI were not community property corporations, but entities designed to hold title away from Plaintiff. Intent to defraud: creation of entities specifically to hold title away from Plaintiff, timing of creation (STAMP one day before deed recording, BANSI weeks before closing), and weaponizing CIS to evict Plaintiff. Plaintiff's ignorance: unaware Properties were not titled as community property because Kedia repeatedly assured her they were. Damages: deprivation of ownership interests in all four Properties. (SAC ¶¶ 27, 28, 38, 39, 42, 58, 59, 62.)

Accordingly, the Entity Defendants’ Demurrer to Plaintiff’s Sixth Cause of Action for Fraudulent Concealment is OVERRULED.

C. The Demurrer to the Seventh Cause of Action Against All Defendants for Civil Conspiracy is Overruled.

Defendants collectively demur to the Seventh Cause of Action for Civil Conspiracy by arguing that Plaintiff fails to allege a viable claim because (1) civil conspiracy is a legal doctrine and not a cause of action, (2) Plaintiff fails to allege any facts showing Defendants’ involvement in the formation and operation of the conspiracy, (3) Plaintiff fails to allege any facts that Defendants had actual knowledge that a tort was planned. (Motion at 8:22-9:19) Plaintiff responds that the conspiracy claim is tethered to the underlying concealment tort and functions to impose liability on participants in the coordinated scheme. (Opposition at 13:15-26)

Civil conspiracy is a legal doctrine that imposes liability on people who, although not actually committing a tort themselves, share with the immediate tortfeasors a common plan or design in its perpetration. (City of Industry v. City of Fillmore (2011) 198 Cal.App.4th 191, 211-212.) “Strictly speaking, . . . there is no separate tort of civil conspiracy, and there is no civil action for conspiracy to commit a recognized tort unless the wrongful act itself is committed and damage results therefrom." (Mehrtash v.

Mehrtash, (2001) 93 Cal. App. 4th 75, 82.) In other words, standing alone, a conspiracy does not engender tort liability and must be activated by an actual, committed tort. Therefore, for a civil conspiracy claim to survive a demurrer, Plaintiff must allege three core elements: (1) the formation of a group of two or more people who agreed to a common plan or design to commit a tortious act; (2) a wrongful act committed pursuant to the agreement; and (3) resulting damages. (City of Industry, supra, 198 Cal.App.4th at 212.)

Plaintiff has tethered her civil conspiracy claim to the underlying fraudulent

concealment claim, which thereby imposes liability on participants in the coordinated scheme. The Court has already ruled above that the underlying fraud claim (i.e., the Sixth Cause of Action) is well pleaded. Likewise, the SAC sufficiently pleads the elements of conspiracy. Plaintiff alleges Defendants acted in concert to perpetrate the fraud – specifically, that they knowingly and willfully conspired and agreed among themselves to fraudulently conceal from Plaintiff that all the properties had been transferred to entities created by Vikas, and that each one of the Defendants affirmatively engaged in conduct to deprive Plaintiff of her community property rights. (SAC ¶¶ 29, 64–65.)

Accordingly, Defendants’ demurrer to the Seventh Cause of Action for Civil Conspiracy is OVERRULED.

D. The Demurrer to the Eighth Cause of Action Against Kedia, OVLG, & RISTC Trust for Declaratory Relief is Overruled.

“The fundamental basis of declaratory relief is the existence of an actual, present controversy over a proper subject. The language of Code of Civil Procedure section 1060 appears to allow for an extremely broad scope of an action for declaratory relief: 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, or in respect to, in, over or upon property ... may, in cases of actual controversy relating to the legal rights and duties of the respective parties, bring an original action ... for a declaration of his or her rights and duties in the premises, including a determination of any question of construction or validity arising under the instrument or contract.” (Nede Mgmt.

Inc. v. Aspen American Ins. Co. (2021) 68 Cal.App.5th 1121, 1130; internal citation and quotes omitted) Procedurally, with exceptions, a demurrer must be overruled if an actual controversy is alleged, even if Plaintiff is not entitled to a judgment in his/her favor. (Id. at 1132.)

Defendant Kedia demurs to this Eighth Cause of Action for Declaratory Relief by arguing that Plaintiff has failed to plead that declaratory relief would “have any practical consequences.” (Motion at 9:22-27) The Court rejects this argument.

The SAC alleges an actual, present controversy i.e. the parties dispute over the validity of the RISTC Trust. Defendants have allegedly used the RISTC Trust as the vehicle through which STAMP and CIS hold title, and Plaintiff challenges the trust's legal existence. The SAC alleges nine specific grounds for invalidity, including lack of contemporaneous authentication of signatures, neither grantor nor original trustee being Delaware residents, California law governing title to California real properties, no documentation establishing when assets were transferred, trust formed to hold substantially all of Kedia's assets, no showing of solvency for asset-protection trust, no provision exempting assets from creditors' claims, trust created and administered solely for grantor's benefit by agent or related party trustee, and OVLG serving as trustee. (SAC ¶ 69.)

So, as a practical matter, the outcome will determine title to four properties—which is indeed a practical consequence.

Accordingly, Defendants’ Demurrer to Plaintiff’s Eighth Cause of Action for

Declaratory Relief is OVERRULED.

E. The Demurrer to the Ninth Cause of Action Against All Defendants for Constructive Trust is Sustained Without Leave To Amend.

The Entity Defendants demur to this cause of action on the grounds that:

(1) constructive trust is a remedy and not an independent cause of action, and

(2) Plaintiff has failed to properly plead a fraudulent concealment claim against them.

(Motion at 11:5-22)

The Entity Defendants are right that constructive trust is an equitable remedy, not a substantive claim for relief. “A constructive trust is an involuntary equitable trust created by operation of law as a remedy to compel the transfer of property from the person wrongfully holding it to the rightful owner. The essence of the theory of constructive trust is to prevent unjust enrichment and to prevent a person from taking advantage of his or her own wrongdoing.” (PCO, Inc. v. Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP, (2007) 150 Cal. App. 4th 384, 398; internal citations and quotes omitted.)

Plaintiff neither disputes nor even addresses this issue in her Opposition that constructive trust is not an independent cause of action but rather a remedy. Failure to address an issue in the memorandum operates as a concession on the merits of that issue. (See California Rules of Court Rule 3.1113(a).

Moreover, because constructive trust is not a cause of action but rather a remedy, there are no facts that Plaintiff could plead in a further amended complaint that would save this claim at the pleading stage. As this claim, on its face, is incapable of amendment to remedy this defect as a matter of law, the Court will not give Plaintiff leave to amend this claim.

Accordingly, Defendants’ Demurrer to Plaintiff’s Ninth Cause of Action for Constructive Trust is SUSTAINED WITHOUT LEAVE TO AMEND.

V. Analysis of the Motion to Strike Portions of the SAC

A. The Motion to Strike based on the ground that the SAC is untimely is Denied. Defendants argue that the SAC should be stricken in its entirety because it was filed forty-eight days after the September 19, 2025 Minute Order that granted twenty days leave to amend, and (2) Plaintiff’s newly added causes of action for breach of contract, civil conspiracy, and declaratory relief exceed the scope of the Court’s leave to amend. Defendants emphasize that the Court’s leave to amend was limited to Plaintiff’s causes of action for fraudulent concealment and constructive trust. (Motion to Strike at 7:19-27)

Defendants’ arguments fail. As Plaintiff points out, the Court's Minute Order expressly stated that "The Court will prepare the Order," thus indicating that a separate formal order would follow. (RJN, Ex. A) The Minute Order's language unambiguously indicated that the Court intended to issue a formal written order distinct from the minute order itself. Thus, it is reasonable to conclude that where a minute order expressly contemplates a separate formal order, the procedural deadline tied to that order does not commence until the formal order is entered. And because no formal order was entered, the twenty-day amendment period never commenced. Thus, the SAC filed on November 6, 2025, was timely.

Even assuming arguendo that the Minute Order itself triggered the amendment deadline, the Court can and will exercise its broad discretion to consider the late-filed pleading. (See Keeble v. Brown (1954) 123 Cal.2d 126, 129 [“The trial court has a wide discretion in the granting of amendments to pleadings.”]; see also Gitmed v. General Motors Corp. (1994) 26 Cal.App.4th 824, 828 [a court has discretion to strike an amended complaint that is not timely filed after a demurrer is sustained with leave to amend]; Kapitanski v.

Von's Grocery Co. (1983) 146 Cal.App.3d 29, 32 ("Rigid rule following is not always consistent with a court's function to see that justice is done."). The extraordinary circumstances here—OVLG's criminal conviction on September 5, 2025, just fourteen days before the Court's ruling, and the extensive trial evidence produced in August and September 2025 establishing Kedia's alter ego relationship with the Entity Defendants—justify the brief delay that Defendant object to here.

Moreover, Defendants have not shown unfair prejudice from the amendment. No trial date has been set, discovery remains in its earliest stages, and the new causes of action arise from the same core facts at issue since the original Complaint was filed in May 2023. Where litigation is at a preliminary stage and claims arise from the same nucleus of operative facts, the court's discretion to permit amendment is at its broadest.

Accordingly, Defendants’ Motion to Strike the SAC in its entirety on this ground is DENIED.

B. The Motion to Strike the Causes of Action for Breach of Contract, Civil Conspiracy, and Declaratory Relief based on the ground that the SAC exceeds the scope of leave to amend is Denied.

When a demurrer is sustained with leave to amend, the court's order grants permission to the pleader to amend the cause of action to which the demurrer has been sustained rather than giving the plaintiff a license to add any potential cause of action. (See, Harris v. Wachovia Mortgage, FSB (2010) 185 Cal.App.4th 1018, 1023; Zakk v. Diesel (2019) 33 Cal.App.5th 431, 456.) But to the extent that a new cause of action directly responds to the court's reason for sustaining the earlier demurrer, the new cause of action may be proper. (Patrick v. Alacer Corp. (2008) 167 Cal.App.4th 995, 1015.)

Here, Defendants argue that Plaintiff’s newly added causes of action for breach of contract, civil conspiracy, and declaratory relief exceed the scope of the Court’s leave to amend and should be stricken. Defendants emphasize that the Court’s leave to amend was

limited to Plaintiff’s causes of action for fraudulent concealment and constructive trust. (Motion at 8:2-22)

Defendants’ argument fails because the new claims arise from the identical nucleus of operative facts addressed by the Court's prior ruling and were necessitated by evidence that emerged during the criminal trial. The Court sustained the Entity Defendants’ demurrer to the First Amended Complaint (“FAC”) because the FAC lacked alter ego allegations and failed to establish a duty owed by the Entity Defendants to Plaintiff. (RJN, Ex. A) The Court agrees with Plaintiff that her new claims in the SAC are direct outgrowths of curing those deficiencies. None of these claims introduces a separate dispute; each is a facet of the single scheme alleged since the inception of this litigation.

For instance, the Civil Conspiracy Cause of Action, as noted above, is not a freestanding tort but a legal doctrine imposing liability on persons who share a common plan in perpetrating a tort. It is inextricably linked to the fraudulent concealment cause of action the Court expressly granted leave to amend. The criminal trial evidence showing that OVLG agents managed bank accounts for all Kedia family entities, that funds flowed among entities at Kedia's direction, and that OVLG employees executed intercompany transfers involving STAMP, BANSI, CIS, and other entities supplied the factual basis for alleging that Defendants acted in concert to conceal community property. Pleading this coordinated conduct as a Civil Conspiracy theory of liability was a necessary consequence of curing the alter ego deficiency that the Court had identified.

Likewise, the Declaratory Relief Cause of Action challenging the RISTC Trust's validity flows directly from the Fraudulent Concealment allegations and the alter ego theory. OVLG served as trustee of the RISTC Trust, which owned STAMP and CIS— entities holding two of the four properties at issue. The criminal trial evidence confirmed Kedia's control over the trust and OVLG's role as trustee. A judicial determination of the trust's validity is essential to the concealment and quiet title claims the Court permitted to proceed, because if the trust is invalid, the properties revert to community property status.

Likewise, the Breach of Contract claim under Marvin addresses the pre-marriage cohabitation period from September 2009 through July 4, 2013, alleging an implied agreement to pool earnings and share property equally. This claim is integral to Plaintiff's theory that assets acquired during cohabitation were diverted into the same shell entities at issue in the fraudulent concealment claims.

Accordingly, Defendants’ Motion to Strike Plaintiff’s Causes of Action for Breach of Contract, Civil Conspiracy, Declaratory Relief, and any damages arising therefrom is DENIED.

C. The Motion to Strike on multiple grounds the Fifth Cause of Action for Breach of Contract is Denied.

Defendants move to strike the Fifth Cause of Action on multiple grounds, e.g., that it (1) exceeds the scope of the Court’s leave to amend, (2) is deficiently pleaded, and (3) is

time-barred. (Motion at 8:25-9:4). In doing so, Defendants incorporate the arguments presented in their Demurrer.

As analyzed in detail in this Order above, the Court rejects each and every one of Defendants’ arguments challenging the Fifth Cause of Action at the pleading stage.

Accordingly, Defendants’ Motion to Strike Plaintiff’s Fifth Cause of Action for Breach of Contract is DENIED.

Conclusion & Order

Regarding Defendants’ Demurrer to Plaintiff’s Second Amended Complaint, the Demurrer is OVERRULED in all respects except only as to the Ninth Cause of Action for Constructive Trust for which the Demurrer is SUSTAINED WITHOUT LEAVE TO AMEND.

Regarding Defendant’s Motion to Strike Plaintiff’s Second Amended Complaint, the Motion to Strike is DENIED in all respects.

SO ORDERED.

Date: July 8, 2026 Hon. Vincent I. Parrett Superior Court of the State of California, County of Santa Clara

Line 3 Case Name: Vidushi Savant v. Vikas Kedia, et al.

Case No.: 23CV416999

See Line 2 above for complete tentative ruling on both the Demurrer and Motion to Strike.

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