Demurrer to First Amended Complaint
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9:00 25CV457216 Jayanthi Rangarajan Order on Defendant’s Demurrer to 7 v. Plaintiff’s First Amended Complaint Sutter Law Firm PC, et al.
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Case Name: Jayanthi Rangarajan v. Sutter Law Firm PC, et al. Case No.: 25CV457216 Defendants Sutter Law Firm PC, Eric Milliken, and Ian Bennett-Goldberg (“Defendants”) demur to the First Amended Complaint (“FAC”) of Plaintiff Jayanthi Rangarajan under Code of Civil Procedure Sections 430.10(e) & (f) and Section 430.30(a). Notice of Demurrer (the “Demurrer”) at 1:23-27 (filed: Dec. 9, 2025). The grounds for this Demurrer are as follows:
(1) The FAC is uncertain. C.C.P. § 430.10(f).
(2) Plaintiff fails to state facts sufficient to constitute a cause of action for professional negligence and breach of contract, and she is unable to plead such facts because they do not exist. C.C.P. § 430.10(e).
(3) Plaintiff’s claims are barred by the mediation privilege. C.C.P. § 430.30(a).
Demurrer at 2:3-13.
The Demurrer 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 as follows.
I.
Background
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On November 6, 2025, after Defendants had demurrer and moved to strike the original Complaint, rather than argue the that original Complaint was well pleaded Plaintiff filed the FAC asserting two Causes of Action:
(1) First Cause of Action for “Professional Negligence” and
(2) Second Cause of Action for “Breach of Contract.”
FAC at ¶ 8 (listing Causes of Action) & FAC Attachments (filed Nov. 6, 2025).
On December 9, 2025, Defendants filed this Demurrer to the FAC.
Having filed no Opposition, Plaintiff has not opposed this Demurrer to the FAC.
II. Legal Standard on Demurrer
“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.)
Generally it is an abuse of discretion to sustain a demurrer without leave to amend if there is any reasonable possibility that the defect can cured by amendment. Goodman v. Kennedy (1976) 18 Cal.3d 335, 349. But the California Supreme Court has made clear that “the burden is on plaintiff” to “show in what manner he can amend his complaint and how that amendment will change the legal effect of his pleading.” Id. at 349; see also Hendy v. Losse (1991) 54 Cal.3d 723, 742 (where demurrer is sustained, the burden is on the plaintiff “to demonstrate the manner in which the complaint might be amended” to cure the pleading defect).
III. Analysis of the Unopposed Demurrer
Regarding First Cause of Action of the FAC for Professional Negligence, Defendants assert that Plaintiffs do not plead any facts “alleging any specific breach of the standard of care or even attempt to state or explain what conduct constituted the breach.” Def. Memo. of Points & Authorities in Support of Demurrer at 5:3-4 (“Def. Memo.”). Defendant thus argue that as FAC fails to state facts sufficient to constitute this cause of action, the First Cause of Action fails at the pleading stage under Code of Civil Procedure Section 430.10(e).
Plaintiff does not argue otherwise. Indeed, Plaintiff has not opposed the Demurrer at all, which the Court views as Defendant conceding the Demurrer. D.I. Chadbourne, Inc. v. Super. Ct. (1964) 60 Cal.2d 723, 728, fn. 4.; California Practice Guide: Civil Procedure Before Trial ¶ 9:105.10, Ch. 9 at pp. 94-95 (failure to file opposition papers to motion is treated “as an admission that the motion is meritorious”) (Weil & Brown, The Rutter Group, 2025 Ed.); see also Rule of Court 8.54(c): “A failure to oppose a motion
may be deemed a consent to the granting of the motion.” CRC Rule 8.54(c).)
Accordingly, Defendants’ Demurrer to the First Cause of Action under Code of Civil Procedure Section 430.10(e) is SUSTAINED.
Regarding the Second Cause of Action of the FAC for Breach of Contract, Defendants assert that the FAC does not “plead facts showing an actual breach or causation”—essential elements of any breach of contract claim including this claim which, at bottom, is a legal malpractice claim.. Def. Memo. at 6:26. Defendants argue that the FAC contains only conclusory labels like “coercion and duress” but fails to plead any facts showing “[w]hat was the alleged coercion and duress and when and how did it occur (if at all)? What wishes did Defendants refuse to honor, and were these wishes even legally possible.” Def. Memo. at 7:6-8. Defendant thus argue that as FAC fails to state facts sufficient to constitute this cause of action, the Second Cause of Action fails at the pleading stage under Code of Civil Procedure Section 430.10(e).
The Court agrees with Defendants that at the pleading stage Plaintiff must state “actual facts” to give Defendants notice of what Plaintiffs claims they did wrong or failed to do. And the FAC, even at a high level of generality, fails to do that. It fails to plead facts showing what Defendants did wrong, or what they failed to do, that constitutes a breach of contract that caused Plaintiff damages.
Plaintiff does not argue otherwise. Indeed, Plaintiff has not opposed the Demurrer at all, which the Court views as Defendant conceding the Demurrer. D.I. Chadbourne, Inc. v. Super. Ct. (1964) 60 Cal.2d 723, 728, fn. 4.; California Practice Guide: Civil Procedure Before Trial ¶ 9:105.10, Ch. 9 at pp. 94-95 (failure to file opposition papers to motion is treated “as an admission that the motion is meritorious”) (Weil & Brown, The Rutter Group, 2025 Ed.); see also Rule of Court 8.54(c): “A failure to oppose a motion may be deemed a consent to the granting of the motion.” CRC Rule 8.54(c).)
Accordingly, Defendants’ Demurrer to the Second Cause of Action under Code of Civil Procedure Section 430.10(e) is SUSTAINED.7
Having now Sustained the Demurrer to all Causes of Action of the FAC under Section 430.10(e), the only remaining question is whether the Court should allow Plaintiff to file yet another amendment in a Second Amended Complaint? The answer is No.
First, this is not a case where the Court is analyzing a demurrer to an original Complaint where Plaintiff has not yet been given a full and fair opportunity to amend. Rather this is a case where, after having a full and fair opportunity to review Defendants’
7 Having sustained the Demurrer to the First and Second Causes of Action under Code
of Civil Procedure Section 430.10(e) for failing to plead facts sufficient to constitute a cause of action, the Court need not and does not reach or decide Defendants’ additional arguments that Plaintiff’s claims are barred by the mediation privilege or are uncertain under Section 430.10(f).
arguments on Demurrer to the original Complaint—which were largely identical to the arguments now made in Defendants’ Demurrer to the FAC, including that the pleading fails to state facts sufficient to constitute any cause of action—Plaintiff choose to avail herself of the opportunity to remedy the pleading defects by filing this FAC. So having already had and taken advantage of the opportunity to amend her pleading once to try to cure its pleading deficiencies, Plaintiff cannot reasonably complain now that she is being treated unfairly by not being given yet another bite at the apple now.
Even more importantly, in the context of analyzing whether leave to amend should be given where a demurrer is sustained, the California Supreme Court has repeatedly held that “the burden is on plaintiff” to “show in what manner [s]he can amend [her] complaint and how that amendment will change the legal effect of [her] pleading.” Id. at 349; see also Hendy v. Losse (1991) 54 Cal. 3d 723, 742 (where demurrer is sustained, the burden is on the plaintiff “to demonstrate the manner in which the complaint might be amended” to cure the pleading defect). Here, by failing to oppose the Demurrer at all, Plaintiff has not demonstrated at all the manner in which the FAC might be amended to cure its pleading defects. Having failed to carry (or even try to carry) that burden, Plaintiff is not entitled to amend her pleading against now.
Thus, under these circumstances and in the full exercise of its discretion, the Court respectfully declines to give Plaintiff leave to amend again now.
Conclusion & Order
Accordingly, Defendants’ Demurrer is SUSTAINED WITHOUT LEAVE TO AMEND.
Moreover, as this Order Sustaining the Demurrer Without Leave to Amend ends this case, Defendants are ORDERED within 20 days of today to file a Proposed Judgment in their favor and against Plaintiff.
SO ORDERED.
Date: July 8, 2026 Hon. Vincent I. Parrett Superior Court of the State of California, County of Santa Clara
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