Ali Zargari-Pariset, et al. v. Nazila Laqha Moemmtauzie, et al.

Defendant Nazila Laqha Moemmtauzie (“Defendant”) demurs generally and specifically to the Complaint of Plaintiffs Ali Zargari-Pariset and Ashkan Zargari (“Plaintiffs”) under Code of Civil Procedure Sections 430.10, 430.30, and 430.50. Notice of Demurrer (the “Demurrer”) at 1:24-2:5 (filed Oct. 6, 2025). Defendant argues that the Demurrer should be sustained because “each cause of action pleads facts that are directly opposed by the exhibits to the Complaint that on their face disprove the allegations; and that the action is brought before the wrong department of the Superior Court.” Id. at 2:2-5.

The Demurrer came on for hearing on May 15, 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. Fact Allegations of the Complaint

The Complaint alleges that on May 20, 2025, for the purchase price of $1,225,000.00, the parties entered into a valid written contract for the purchase of the property located at 1270 Kiely Blvd., Santa Clara, California 95051, APN 290-17-072 (“Property”). (“Purchase Agreement”) Plaintiffs’ lender refused to accept the Purchase Agreement since it was not completed on a form California Residential Purchase Agreement and Joint Escrow Instruction (“CAR”). (Complaint ¶¶ 8,9)

As a result, on May 22, 2025, the parties entered into a second valid written contract, on the CAR form, for the purchase of the same property at the same purchase price. (“CAR From Agreement”). On this agreement, Plaintiffs had Defendant mistakenly initial a cancellation clause after Defendant signed the acceptance. (Compla int ¶ 10)

During the course of the contract, Defendant allowed Plaintiffs to access the property and perform substantial repairs. However, Defendant has failed to provide the escrow officer with the necessary Seller information as well as documents such a s the Seller Affidavit, Grant Deed, escrow insurance and documents necessary to close esc row (Complaint ¶¶ 15, 16)

Plaintiffs filed this Complaint on July 29, 2025, alleging Causes of Action for (1) Specific Performance, and (2) Breach of Contract. 27 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 abilit y 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 consi dered 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. California courts are quite liberal permitting amendment s, not only where a complaint is defective in form, but also where substantive defect s are app arent: “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. In the case of an original complaint (like we have here), plaintiff need not even request leave to amend: “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. And so where, like here, we have an original complaint where plaintiff has not yet had opportunity to amend the complaint in response to a demurrer, “leave to amend is liberally allowed as a matter of fairness, unless the complaint shows on its face that it is incapable of amendment.” City of Stockton v. Sup. Ct. (Civic Partners Stockton, LLC) (2007) 42 Cal. 4th 730, 747; see also Goodman v. Kennedy (1976) 18 Cal.3d 335, 349 (abuse of discretion for the court to deny leave to amend where there is any reasonable possibility that plaintiff can state a good cause of action).

III. Analysis of the Demurrer

A. The Civil Division of the Superior Court of the State of California has jurisdiction over this matter.

Defendant argues that the Demurrer should be sustained because this case is brought in the wrong department because matters concerning internal affairs of a trust 28 fall within the probate court’s exclusive jurisdiction. (Motion 7:26-28). Simply put, Defendant argues that only the Probate Division of the Superior Court has jurisdiction to hear this case, but not the Civil Division of the Superior Court. The Court disagrees.

A contract claim entered into by a trustee in a representative capacity may be asserted against the trust by proceeding against the trustee in the trustee’s representative capacity. (See, Prob. Code § 18004) While the Probate Division has exclusive ju risdiction over proceedings concerns the internal affairs of trusts, it has concurrent jurisdict ion with the Civil Division of the Superior Court over actions by or against creditors or debtors of trusts and other actions involving trustees and third persons. (Prob. Code § 17000(a) & (b)(2) & (b)(3)). So the Civil Division of the Superior Court of the State of California indeed does have jurisdiction to hear this case.

Accordingly, D efendant’s Demurrer on the specific ground of that the Civil Division lacks jurisdiction to hear it is unfounded and OVERRULED.

B. Plaintiffs’ Breach of Contract & Specific Performance Causes of Action conflict with the CAR Form Agreement attached as an Exhibit to the Complaint.

Defendant ’s other ground for this Demurrer —that “each cause of action pleads facts that are directly opposed by the exhibits to the Complaint that on their fac e disprove the allegations ” (Demurer at 2:2-24) —has merit.

Plaintiffs in a breach of contract action must plead (1) the existence of a contract, (2) plaintiff’s performance of the contract or excuse for nonperformance, (3) defendant’s breach, and (4) the resulting damage to the plaintiff. (Kumaraperu v. Feldsted (2015) 237 Cal.App.4 th 60, 70; internal citation omitted)

The elements of a cause of action for specific performance of a contract includ e not only the contract, but defendant’s breach of the contract. (Mansouri v. Superior Court (2010) 181 Cal.App.4th 633, 642 (internal citation omitted). Therefore, "[t]o obtain specific performance after a breach of contract, a plaintiff must generally show: (1) the inadequacy of his legal remedy; (2) an underlying contract that is both reasonable a nd supported by adequate consideration; (3) the existence of a mutuality of remedies; (4) contractual terms which are sufficiently definite to enable the court to kno w what it is to enforce; and (5) a substantial similarity of the requested performance to that promised i n the contract." (Real Estate Analytics, LLC v. Vallas (2008) 160 Cal.App.4th 463, 472.)

Defendant primarily argues that Plaintiffs’ claims are not viable because by the four corners of the CAR Form Agreement, no contract was formed since no acceptance occurred. (Motion 8:11-15). Defendant emphasizes that “[w]here a plaintiff attaches a written instrument to the complaint and relies upon that instrument as the basis of the cause of action, the facts appearing in the exhibit control over inconsistent allegations in the pleading.” (Reply 7:23-25) 29 The Complaint alleges that on May 20, 2025, the parties entered into a valid written contract for the purchase of the Property. Since this agreement did not comply with the lender’s requirements, on May 22, 2025, the parties entered into a second valid written contract on an official CAR form for the purchase of the Property. But Plaintiffs’ allegations conflict with the terms of the attached CAR Form Agreement. (Complaint Exhibit 2) In the CAR Form Agreement, Defendant affixes her signature to section 34(D) of the Agreement, which is titled “Acceptance”, yet simultaneously initials her name to the section indicating the offer was not accepted. (Exhibit 2, p.16)

While the Court is required to take the factual allegations of a pleading as true, courts do "not close their eyes to situations where a complaint contains allegations of fact inconsistent with attached documents, or allegations contrary to facts which are judic ially noticed." (Del E. Webb Corp. v. Structural Materials Co. (1981) 123 Cal.App.3d 593, 604.) If the provisions of the exhibit attached to the Complaint are inconsistent wit h or contradict the allegations of the complaint, the facts in the exhibit control. (Holland v. Morse Diesel Internat., Inc. (2001) 86 Cal.App.4th 1443, 1447.)

Plaintiffs attempt to explain away this inconsistency as a “mistake” in initialing the cancellation clause after acceptance. In their Opposition, Plaintiffs rely on Defe ndant ’s conduct in opening of escrow, providing access to the property, and allowing substantial repairs to the Property as evidence of Defendant’s consent to the CAR Form Agreement. Defendant’s R eply frames these arguments and the allegation of “mistake” as a reformation theory governed by Civil Code § 3399. The Court agrees with Defendant.

“The purpose of reformation is to effectuate the common intention of both parties which was incorrectly reduced to writing, and to obtain the benefit of this sec tion, providing for reformation because of fraud or mistake, it is necessary that parties shall have had a complete mutual understanding of all essential terms of their bargain, be cause if no agreement was reached there would be no standard to which writing could be reformed. ” (Anderson v. Yousem (1960) 177 Cal.App.2d 135, 143.)

“Reformation is an equitable remedy, the essential purpose of which is to ensure the contract, as reformed, reflects the parties’ mutual intention. ” (Komorsky v. Farmers Ins. Exchange (2019) 33 Cal.App.5th 960, 974.) “Reformation may be had for a mutual mistake or for the mistake of one party which the other knew or suspected. ” (Ibid.; internal citation and quote omitted.) Whether pleading mutual mistake or unilateral mistake, Plaintiff must plead facts showing “how the mistake was made, whose mistake it was, and what brought it about. ” (George v. Automobile Club of Southern California (2011) 201 Cal.App.4th 1112, 1133; internal citation and quotes omitted); See, Thrifty Payless, Inc. v. The Americana at Brand, LLC (2013) 218 Cal.App.4th 1230, 1243 [“[m]istake must be pleaded with some particularity so that there is ’a clear recitati on of facts showing how, when and why the mistake occurred].)

The Court finds and rules that in their Complaint Plaintiffs fail to plead suffi cient facts showing how the mistake was made, whose mistake it was, and what brought it about. Plaintiffs also fail to allege whether the CAR From Agreement superseded the earlier Purchase Agreement of May 20, 2025. Accordingly, the Court SUSTAINS 30 Defendants ’ Demurrer to the Second Cause of Action for Breach of Contract on this ground that this Cause of Action conflicts with the CAR Form Agreement attached to the Complaint.

As existence of a valid agreement is also an underlying element of a claim for Specific P erformance, Plaintiffs’ First Cause of action equally fails to survive the Demurrer. So the Court SUSTAINS Defendants ’ Demurrer to the First Cause of Action for Specific Performance on this ground that this Cause of Action conflicts with the CA R Form Agreement attached to the Complaint.

As the Court SUSTAINS the Demurrer on every Cause of Action in the Complaint, the Court SUSTAINS the Demurrer to the entire Complaint.

While the Court SUSTAINS the Demurrer, the Court does give Plaintiffs leave to amend the Complaint within 30 days of today. Leave to amend is appropriate now because the Court cannot say at this point that the Complaint on its face is “incapable” of amendment or that there is “no reasonable possibility” of amendment. City of Stockton, 42 Cal. 4th at 747; Goodman, 18 Cal. 3d at 349, supra. It is conceivable (or at least not beyond the bounds of conceivability) that Plaintiffs in a First Amended Compla int might plead facts to address the pleading deficiencies identified above in this Order. So in the generous spirit of abundant liberality of California law to all litigants, the Court will give Plaintiffs 30 days from today to file a First Amended Complaint to try to cure these pleading deficiencies.

V. Conclusion & Order

Defendant’s demurrer to the complaint is SUSTAINED WITH LEAVE TO AMEND within 30 days from today.