Vahe Tashjian vs Macias Gini & O’Connell LLP et al

Thereafter, DDL wired an initial deposit for Marshall, but then ultimately delivered a notice of termination to the seller. (FAC, ¶ 11.) The parties then made amendments to the Agreement which resulted in a modified purchase price and an extended approval date. (Ibid.)

In May 2019, DDL assigned the Agreement to Marshall and Marshall then wired a second deposit. (FAC, ¶ 12.) In August 2019, Marshall adopted an operating agreement and elected to be a manager-managed LLC, with DDL as the manager. (Id. at ¶ 13.) In October 2019, Marshall sent the one-year deposit to hold in escrow pursuant to the Agreement. (Id. at ¶ 15.) Marshall’s 2019 tax return was then prepared by Defendant and listed DDL as a representative, provided for nine partners, and included K-1’s for each member reflecting the contributions. (Id. at ¶ 16.) The parties again amended the Agreement and acknowledged that Marshall had not obtained final approval of the development map, thus, the parties agreed to extend close of escrow. (Id. at ¶ 17.)

Then the 2020 taxes were prepared and incorrectly listed Marshall as a “pass through entity of” DDL. (FAC, ¶ 18.) In October 2022, Plaintiff attempted to contact Defendant to inquire why the 2020 tax returns incorrectly listed DDL as having 100% ownership interest in Marshall. (Id. at ¶ 21.) The incorrect taxes subjected Marshall to DDL’s bankruptcy proceedings. (Id. at ¶ 22.) The inaccurate tax filings terminated any and all possibility for Marshall to complete its development project. (Id. at ¶ 23.)

On August 8, 2025, Plaintiff filed the initial complaint in pro per. On August 13, 2025, Plaintiff filed the operative FAC, in pro per, asserting a single cause of action for professional negligence.

On December 19, 2025, Defendant filed a demurrer to the FAC. Plaintiff has since obtained counsel and opposes the motion. On December 23, 2025, Defendant filed a motion to strike portions of the FAC. This motion is also opposed.

The Court addresses each motion below.

II. Defendant’s Demurrer

Defendant demurs generally to the first cause of action on the ground it fails to state sufficient facts to constitute a cause of action pursuant to Code of Civil Procedure section 430.10, subdivision (e) and demurs specifically on the ground the FAC is uncertain pursuant to subdivision (f).

a. Legal Standard on Demurrer

In ruling on a demurrer, the Court treats it “as admitting all material facts properly pleaded, but not contentions, deductions or conclusions of fact or law.” (Piccinini v. Cal. Emergency Management Agency (2014) 226 Cal.App.4th 685, 688, citing Blank v. Kirwan (1985) 39 Cal.3d 311, 318 (Blank).) “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.)

b. Request for Judicial Notice

Defendant requests judicial notice of the following:

1) Official Form 202 Declaration under penalty of perjury for non- individual debtors (Ex. 1); 2) Tax Engagement Agreement Letter between Plaintiff and Defendant for individual tax services (Ex. 2); and 3) Tax Engagement Agreement Letter entered into between Plaintiff and Defendant for tax services related to Plaintiff’s business ventures (Ex. 3.)

The request for Exhibit 1 is GRANTED. (See Evid Code, § 452, subd. (d).) The request for Exhibits 2 and 3 is DENIED. While Defendant contends that these agreements are mentioned in the pleading, the Court finds no mention of either document. (Jordache Enterprises, Inc. v. Brobeck, Phleger & Harrison (1998) 18 Cal.4th 739, 748, fn. 6 [declining to take judicial notice of materials not “necessary, helpful, or relevant”].

c. Analysis on Demurrer

In support of its demurrer, Defendant argues: 1) Plaintiff fails to establish he has standing to bring the professional negligence claim; 2) the statute of limitations on Plaintiff’s claims have expired; 3) Plaintiff fails to sufficiently allege a claim for professional negligence; and 4) the facts alleged are uncertain.

“The elements of a claim for professional negligence are (1) the duty of the professional to use such skill, prudence, and diligence as other members of his or her profession commonly possess and exercise; (2) a breach of that duty; (3) a proximate causal connection between the negligent conduct and the resulting injury; and (4) actual loss or damage resulting from the

professional’s negligence.” (Paul v. Patton (2015) 235 Cal.App.4th 1088, 1095 [internal citations omitted].)

i. Standing

Defendant first contends that the Trust, and Plaintiff in his capacity as trustee, lacks standing to bring a claim against Defendant for its rendering of tax services to Marshall. (Demurrer, p. 4:23-24.) Defendant asserts that there are no allegations it provided any accounting services to the Trust or was engaged by the Trust to provide any accounting services at any time. (Id. at p. 4:27-28.)

In opposition, Plaintiff directs the Court to Bily v. Arthur Young & Co. (1992) 3 Cal.4th 370 (Bily) to argue that “accountants owe duties to third parties whose reliance upon their professional work is reasonably foreseeable to a substantial certainty[.]” (Opposition, p. 2:21- 24.) The Court is not persuaded that this was the determination made by the Bily Court. Instead, the Supreme Court held that “an auditor’s liability for general negligence in the conduct of an audit of its client[’s] financial statements is confined to the client, i.e., the person who contracts for or engaged the audit services.

Other persons may not recover on a pure negligence theory.” (Bily, supra, at p. 406.) The Court stated that while there is a narrow class of persons who are not clients and may recover on a theory of negligent misrepresentation but “may not recover on a general negligence theory[.]” (Id. at pp. 406-407; see also Industrial Indemnity Co. v. Touche Ross & Co. (1993) 13 Cal.App.4th 1086, 1091 [“accountants are not liable to third parties for general negligence”].)

Plaintiff further argues that because he is a member of Marshall he has standing to file suit against Defendant. (Opposition, p. 2:18-21.) However, courts have held that accountants hired by a partnership do not owe a duty to an individual partner. (See e.g., Richard B. LeVine, Inc. v. Higashi (2005) 131 Cal.App.4th 566, 581.) To come to the determination, courts apply the Biakanja factors: 1) the extent to which the transaction was intended to affect the plaintiff, 2) the foreseeability of harm to him, 3) the degree of certainty that the plaintiff suffered injury, 4) the closeness of the connection between the defendant’s conduct and the injury suffered, 5) the moral blame attached to the defendant’s conduct, and 6) the policy of preventing future harm. (Id. at pp. 581-582, citing Biakanja v. Irving (1958) 49 Cal.2d 647, 650.)

The FAC is devoid of these supporting allegations. Moreover, the FAC contains no allegations that the Trust suffered actual loss or damages resulting from Defendant’s alleged negligence in providing tax services to Marshall. In opposition, Plaintiff acknowledges the deficiencies in his FAC and requests the opportunity to file a second amended complaint to address the deficiencies that serve the basis for the demurrer and motion to strike. (Opposition, p. 2: 2-9.)

Given the liberality in allowing leave to amend, the Court sustains the demurrer and allows Plaintiff the opportunity to file a second amended complaint. (See City of Stockton v. Superior Ct. (2007) 42 Cal.4th 730, 747.) With that said, Plaintiff may only amend the pleading as to the cause of action pled in the FAC. The Court will allow Plaintiff to amend the pleading to add a claim for negligent misrepresentation, as it directly responds to the above analysis. (See Opposition, p. 3:14-15 [seeking to add a cause of action for negligent misrepresentation].) However, Plaintiff may not amend the complaint to add any additional new causes of action without first filing a motion for leave to amend for the Court’s consideration. (Harris v. Wachovia Mortgage, FSB (2010) 185 Cal.App.4th 1018, 1023.)

Accordingly, the general demurrer is SUSTAINED with 15 days leave to amend. The Court declines to sustain the demurrer on the ground it is uncertain, thus the special demurrer is OVERRULED. The motion to strike is MOOT. Given this ruling, it is unnecessary to address any remaining arguments.

III. Conclusion and Order

The general demurrer is SUSTAINED with 15 days leave to amend. The motion to strike is MOOT.

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