Zart Transmission, Inc. v. Leavitt

(03) Tentative Ruling

Re: Zart Transmission, Inc. v. Leavitt Case No. 20CECG01307

Hearing Date: May 12, 2026 (Dept. 501)

Motion: by Cross-Complainants/Cross-Defendants Strong Holdings, Inc., and Jared Ennis for Judgment on the Pleadings

Tentative Ruling:

The court intends to treat the motion for judgment on the pleadings as a motion to strike the First Amended Complaint as a false and improperly filed pleading, and to grant the motion to strike the First Amended Complaint without leave to amend.

Explanation:

The court cannot grant the motion for judgment on the pleadings (JOP), as crosscomplainants/cross-defendants have not shown that the First Amended Complaint (FAC) fails to state valid causes of action. However, the court intends to treat the motion for JOP as a motion to strike the First Amended Complaint and to strike the FAC on its own motion, as it appears that plaintiff Zart Transmission, Inc., is not a legal entity capable of filing and maintaining a legal action.

Under Code of Civil Procedure section 438, subdivision (b), “[a] party may move for judgment on the pleadings.” “The motion provided for in this section may only be made on one of the following grounds: ... If the moving party is a defendant, that either of the following conditions exist: (i) The court has no jurisdiction of the subject of the cause of action alleged in the complaint. (ii) The complaint does not state facts sufficient to constitute a cause of action against that defendant.” (Code Civ. Proc., § 438, subd. (c)(1)(B)(i), (ii), para. breaks omitted.)

Here, cross-complainants/cross-defendants Strong Holdings, Inc., and Jared Ennis move for judgment on the pleadings on the ground that the FAC fails to state facts sufficient to state a cause of action because Zart Transmission, Inc., is not a valid corporation capable of filing and maintaining a legal action. They allege that they searched the California Secretary of State’s website and were unable to locate any entity called “Zart Transmission, Inc.” (Request for Judicial Notice, Exh. A. The court intends to take judicial notice of the fact that there is no entity called “Zart Transmission, Inc.” listed as a corporation on the California Secretary of State’s website.) Therefore, they contend that the FAC fails to state any valid causes of action, as it has not been brought by a valid legal entity.

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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