Zart Transmission, Inc. v. Leavitt

Furthermore, they contend that the statute of limitations has long since run on any claims that any plaintiff might bring related to the contractual relationship, so they conclude that there is no chance that the FAC could be amended to state a valid claim. As a result, they ask the court to grant the motion for judgment on the pleadings without leave to amend.

However, the moving parties have failed to show that the FAC does not state any valid causes of action. They do not contend that plaintiff has not alleged facts sufficient to state valid claims for breach of contract, breach of the implied covenant of good faith and fair dealing, and interference with prospective economic advantage. In fact, they do not discuss the elements of the various causes of action or what facts plaintiff has alleged to support the claims. Therefore, they have not shown that the FAC fails to state facts to support any valid causes of action.

Instead, the moving parties argue that there is no legal entity named “Zart Transmission, Inc.”, and thus the named plaintiff has no legal right to bring the present action. However, this argument relates to the legal capacity or standing of the purported plaintiff rather than any alleged failure to state facts sufficient to constitute a cause of action. (Code Civ. Proc., § 438, subd. (c)(1)(B)(ii).) Nor do they make any effort to argue that the court lacks jurisdiction over the subject matter of the action. (Code Civ. Proc., § 438, subd. (c)(1)(B)(i).) Lack of subject matter jurisdiction and failure to state facts sufficient to constitute a claim are the only two bases for a motion for judgment ton the pleadings by a defendant. (Code Civ. Proc., § 438, subd. (c)(1).) As a result, the moving parties have not met their burden of showing that they are entitled to judgment on the pleadings.

On the other hand, it does appear that Zart Transmission, Inc., is not a valid entity and therefore it cannot bring or maintain a legal action. A corporation whose powers have been suspended cannot maintain an action. (Keir Corp. v. Treasure Oil Co. (1943) 57 Cal.App.2d 829, 838.) Here, a search of the California Secretary of State’s website shows that there is no corporation called “Zart Transmission, Inc.” (See Request for Judicial Notice, Exh. A.)

Apparently, plaintiff’s counsel did register a corporation with a similar name, “Zart Transmitions, Inc.” on March 9, 2026. (Ibid.) However, that corporation has a differently spelled name than the purported plaintiff in the present case. It was also registered in March 2026, almost six years after the initial Complaint was filed in this case. Thus, the registration of the new corporation does not cure the defect in the Complaint here, as “Zart Transmitions, Inc.” did not exist when the case was filed.

Therefore, it does appear that the present case has been improperly filed, and thus it is subject to being stricken and dismissed, as the purported plaintiff is not a valid legal entity and lacks the capacity to sue. As a result, the court intends to treat the motion for judgment on the pleadings as a motion to strike the action due to plaintiff’s lack of legal capacity to sue, and grant the motion to strike the First Amended Complaint. (See Code Civ. Proc., § 436 [court may, at any time in its discretion, strike any pleading not drawn or filed in conformity with the laws of this state, a court rule, or an order of the court].)

Moreover, the court intends to deny leave to amend, as it does not appear that plaintiff can cure the defect in the pleading given its lack of legal capacity and the fact that the statute of limitations has long since run on all of the causes of action alleged in the FAC.

Pursuant to California Rules of Court, rule 3.1312(a), and Code of Civil Procedure section 1019.5, subdivision (a), no further written order is necessary. The minute order

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