Alpha Omega House Corp. vs The Board of Trustees of the Leland Stanford Junior University

SUPERIOR COURT, STATE OF CALIFORNIA COUNTY OF SANTA CLARA Department 1 Honorable Eunice Lee, Presiding TBD, Courtroom Clerk 191 North First Street, San Jose, CA 95113

DATE: July 23, 2026 TIME: 9:00 A.M. and 9:01 A.M. To contest the ruling, call the Court at (408) 808-6856 before 4:00 P.M. Make sure to also let the other side know before 4:00 P.M. that you plan to contest the ruling, in accordance with California Rule of Court, Rule 3.1308(a)(1) and Local Rule 8D.

**Please specify the issue to be contested when calling the Court and counsel**

LAW AND MOTION TENTATIVE RULINGS 9:00 A.M. LINE 1 22CV392899 Sierra Lumber & Motion for Award of Attorney’s Fees and Costs Fence Co., Inc. vs Scroll down to Line 1 for Tentative Ruling. Aldofina Gonzalez LINE 2 24CV452583 Christopher Motion for Summary Judgment/ Adjudication Newman vs City of OFF CALENDAR. On July 13, 2026, Plaintiff filed a request to dismiss San Jose California Defendant City of San Jose only. Defendant City filed this motion on et al April 30, 2026. No opposition was filed. The motion is rendered moot.

LINE 3 25CV458778 Community Demurrer Michelle Harper vs Scroll down to Line 3 for Tentative Ruling. The Salvation Army LINE 4 25CV460160 Paul Beckett et al vs Petition to Compel Arbitration Ford Motor Scroll down to Line 4 for Tentative Ruling. Company et al LINE 5 25CV464797 Rena Roman vs Petition to Compel Arbitration Hyundai Motor OFF CALENDAR. On July 17, 2026, the moving party/Hyundai Motor America, a America filed a notice to withdraw the motion as the issue is MOOT. California Corp. et al LINE 6 25CV468980 Staci Santoro vs Motion for Judgment on Pleadings Ford Motor Co. et al Scroll down to Line 6 for Tentative Ruling.

LINE 7 25CV471472 American Express Motion to Enter Judgment National Bank vs Scroll down to Line 7 for Tentative Ruling. Rizalino Leon LINE 8 25CV473890 Alpha Omega House Demurrer Corp. vs The Board Scroll down to Line 8 for Tentative Ruling. of Trustees of the Leland Stanford Junior University

agreement is not enforceable under section 664.6 unless it is signed by all of the parties to the agreement, not merely the parties against whom the agreement is sought to be enforced.”]). “A procedure in which a settlement is evidenced by one writing signed by both sides minimizes the possibility of ... dispute[s] and legitimizes the summary nature of the section 664.6 procedure.” (Robertson v. Chen (1996) 44 Cal.App.4th 1290, 1293).

III. ANALYSIS Here, all requirements to enforce the settlement have been met. There was a meeting of the minds on all material terms, including the amount, scope and payment terms, including a monthly payment scheduled of the settlement. The parties signed and filed the stipulation containing all of the material terms. The stipulation and agreement is signed by all parties. Thus, the Court grants the motion to enforce and will enter a judgment amount of $11,385.07 against Defendant Leon. The judgment amount is calculated as follows: total amount of $10,875.25 plus $509.80 in costs.

The motion is unopposed. A failure to oppose a motion may be deemed a consent to the granting of the motion. California Rule of Court Rule 8.54c. A failure to oppose a motion may be deemed a consent to the granting of the motion. (California Rule of Court Rule 8.54(c)). Failure to oppose a motion leads to the presumption that the defendant has no meritorious arguments. (Laguna Auto Body v. Farmers Ins. Exchange (1991) 231 Cal.App.3d 481, 489).

IV. CONCLUSION Based on the foregoing, and the motion being unopposed, the Court GRANTS the motion to enter a judgment under Code of Civil Procedure section 664.6. The judgment amount of $11,385.07 is entered against Defendant Leon. The Court will prepare the formal Order.

Calendar Line # 8 Case Name Alpha Omega House Corp. vs The Board of Trustees of the Leland Stanford Junior University Case No. 25CV473890 Demurrer Before the court is defendant The Board of Trustees of The Leland Stanford Junior University’s demurrer to plaintiff’s complaint. Pursuant to California Rule of Court 3.1308, the court issues its tentative ruling as follows.

I. BACKGROUND Leland and Jane Stanford (“Stanfords”) gifted land for the creation of a university to honor their son by executing a Founding Grant on November 11, 1885. (Complaint, ¶1). The Stanfords created the university through a trust that continues in force to this day. (Complaint, ¶2). The trustees are the fiduciaries responsible for implementing the Stanfords’ wishes for the beneficiaries of the Founding Grant. (Id.).

In 1903, the Santa Clara County Superior Court confirmed six separate Amendments to the Founding Grant made by Jane Stanford. (Complaint, ¶3). The first Amendment in 1897 directed that “student associations shall be allowed to build houses [on the leased lots].” (Complaint, ¶4). The second Amendment of May 31, 1899 addressed Jane Stanford’s wishes that student associations “shall be permitted to build houses for the use of the members. . .” (Complaint, ¶5).

Plaintiff Alpha Omega House Corporation (“AOHC”) entered into a Ground Lease [with defendant The Board of Trustees (“Trustees”) of The Leland Stanford Junior University (“University”)] in 1937. (Complaint, ¶9). The 1976 Ground Lease, at issue here, provided the University intended the Ground Lease to be “renewed indefinitely, as long as both Association and House remain active at Stanford.” (Id.; see also ¶90). Pursuant to paragraph 11(b) of the 17 Ground Lease, defendant University has an obligation to “make all reasonable efforts to provide alternative housing for the House and Association” if the Ground Lease is terminated by defendant University’s refusal to renew the Ground Lease under Paragraph 2. (Complaint, ¶107).

The Founding Grant and its Amendments constitute a binding, enforceable contract. (Complaint, ¶295). Plaintiff Alpha Omega House Corporation (“AOHC”) is a first or third party beneficiary to the Founding Grant and its Amendments. (Complaint, ¶296). The Founding Grant expressly authorized leases to associations such as AOHC; construction of buildings on the leased grounds; and “continued leasing” to these groups. (Id.). The failure of the defendant Trustees to renew the Ground Lease constitutes a breach of the Founding Grant and its Amendments. (Complaint, ¶307). As a result, plaintiff AOHC has been deprived of the Premises and its Building. (Complaint, ¶309).

Defendant Trustees have also breached the express requirements of paragraph 2 (to renew indefinitely) and paragraph 11(b) (alternate housing) of the parties’ Ground Lease. (Complaint, ¶319).

Defendant Trustee have also breached the implied covenant of good faith and fair dealing by, among other things, prohibiting the 2021 return of the Stanford Chapter of Sigma Chi to the University for September/ October Rush – necessary to generate Sigma Chi students who could be housed by AOHC; requiring Sigma Chi to go through a new “return” process, not included in their sanction, further delaying the return of the Sigma Chi Chapter; and gross mischaracterization of underlying facts and agreements to preclude a renewal of the parties’ Ground Lease. (Complaint, ¶324).

On August 28, 2025, plaintiff AOHC filed a complaint against defendant Trustees asserting causes of action for: (1) Breach of Contract – By Beneficiary of Stanford University’s Founding Grant; (2) Breach of Contract – Ground Lease; (3) Breach of the Implied Covenant of Good Faith and Fair Dealing

On October 23, 2025, defendant Trustees filed the motion now before the court, a demurrer to plaintiff AOHC’s Complaint.

II. LEGAL STANDARD “To prevail on a cause of action for breach of contract, the plaintiff must prove (1) the contract, (2) the plaintiff's performance of the contract or excuse for nonperformance, (3) the defendant's breach, and (4) the resulting damage to the plaintiff.” (Richman v. Hartley (2014) 224 Cal.App.4th 1182, 1186; see also CACI, No. 303).

III. ANALYSIS A. BREACH OF CONTRACT – FOUNDING GRANT Plaintiff AOHC alleges the Founding Grant and its Amendments constitute a binding, enforceable contract. (Complaint, ¶295). It is well-settled that although a court “treats the demurrer as admitting all material facts properly pleaded, ... [t]he court does not, however, assume the truth of contentions, deductions or conclusions of law.” (Aubry v. Tri-City Hospital Dist. (1992) 2 Cal.4th 962, 967). “[T]he existence of a contract is a question for the court to decide.” (Bustamante v. Intuit, Inc. (2006) 141 Cal.App.4th 199, 208).

Here, the court does not accept as true plaintiff AOHC’s assertion that the Founding Grant and its Amendments constitute a binding, enforceable contract. Since the Founding Grant and its first two Amendments form the basis for plaintiff AOHC’s allegations, the court hereby grants defendant Trustees’ request for judicial notice of their provisions.4 In doing so, the court views the Founding Grant as the creation of a trust. (See Prob. Code, § 15200, subd. (b)—“a trust may be created by ... [a] transfer of property by the owner during the owner’s lifetime to another 4 Exhibit 1 to the Request for Judicial Notice in Support of Stanford’s Demurrer to Plaintiff’s Complaint. 18 person as trustee.”) Moreover, plaintiff AOHC’s own allegation is that, “The Stanfords created the University through a trust that continues in force to this day.” (Complaint, ¶2).

More particularly, the Founding Grant established a charitable trust. (See Rest.3d, Trusts, §28—“Charitable trust purposes include ... the advancement of knowledge or education.”). The essence of a charitable trust is the indefiniteness of beneficiaries. (Fay v. Howe (1902) 136 Cal. 599, 601). In light of this court’s finding that the Founding Grant is a charitable trust instrument and not a contract, plaintiff AOHC’s attempts to characterize the Founding Grant and its Amendments as a contract and itself as an intended third party beneficiary of such a purported contract in order to claim standing5 are unavailing as conclusions of law.

A trust is a fiduciary relationship with respect to property in which the person holding legal title to the property--the trustee--has an equitable obligation to manage the property for the benefit of another- -the beneficiary. . . . If the trustee violates any duty owed to the beneficiaries, the trustee is liable for breach of trust. (Moeller v. Superior Court (1997) 16 Cal.4th 1124, 1133-1134).

Here, plaintiff AOHC is not asserting a breach of the trust. Even if plaintiff AOHC had asserted a breach of the trust, defendant Trustees persuasively argue plaintiff AOHC has not adequately alleged standing to do so. (See Gov. Code, § 12598—“The primary responsibility for supervising charitable trusts in California, for ensuring compliance with trusts and articles of incorporation, and for protection of assets held by charitable trusts and public benefit corporations, resides in the Attorney General.” See also L.B. Research & Education Foundation v. UCLA Foundation (2005) 130 Cal.App.4th 171, 180-181—“the only person who can object to the disposition of the trust property is one having some definite interest in the property—he must be a trustee, or a cestui, or have some reversionary interest in the trust property.”).

For this reason, defendant Trustees’ demurrer to the first cause of action of plaintiff AOHC’s complaint on the ground that the pleading does not state facts sufficient to constitute a cause of action [Code Civ. Proc., §430.10, subd. (e)] for breach of contract and on the ground that the pleading is uncertain [Code Civ. Proc., §430.10, subd. (f)] is SUSTAINED with 10 days’ leave to amend.

Defendant Trustees demur to the first cause of action on the additional ground that it is barred by a release found in the March 15, 2021 settlement agreement.6 The settlement agreement includes a mutual release whereby plaintiff 5 “[S]omeone who is not a party to [a] contract has no standing to enforce the contract or to recover extra-contract damages for wrongful withholding of benefits to the contracting party.” (Gantman v. United Pacific Ins. Co. (1991) 232 Cal.App.3d 1560, 1566). “A third party should not be permitted to enforce covenants made not for his benefit, but rather for others.

He is not a contracting party; his right to performance is predicated on the contracting parties' intent to benefit him." (Neverkovec v. Fredericks (1999) 74 Cal.App.4th 337, 348). However, “under California's third party beneficiary doctrine, a third party—that is, an individual or entity that is not a party to a contract—may bring a breach of contract action against a party to a contract only if the third party establishes not only (1) that it is likely to benefit from the contract, but also (2) that a motivating purpose of the contracting parties is to provide a benefit to the third party, and further (3) that permitting the third party to bring its own breach of contract action against a contracting party is consistent with the objectives of the contract and the reasonable expectations of the contracting parties.” (Goonewardene v.

ADP, LLC (2019) 6 Cal.5th 817, 821 (Goonewardene)). “[The court must] carefully examine[] the express provisions of the contract at issue, as well as all of the relevant circumstances under which the contract was agreed to, in order to determine not only (1) whether the third party would in fact benefit from the contract, but also (2) whether a motivating purpose of the contracting parties was to provide a benefit to the third party, and (3) whether permitting a third party to bring its own breach of contract action against a contracting party is consistent with the objectives of the contract and the reasonable expectations of the contracting parties.

All three elements must be satisfied to permit the third party action to go forward.” (Goonewardene, supra, 6 Cal.5th at p. 830). 6 The court hereby GRANTS the Request for Judicial Notice in Support of Stanford’s Demurrer to Plaintiff’s Complaint, Exhibit 3. (See Shine v. Williams-Sonoma, Inc. (2018) 23 Cal.App.5th 1070, 1076). 19 AOHC “waives, releases and discharges [Trustees] ... from any and all suits, causes of action, liabilities, claims, judgments, damages, losses, demands, obligations, costs and expenses of whatever kind, known or unknown, contingent or non-contingent, that [Trustees] and [AOHC] ever had, have or may have against their respective Released Parties related in any way to the Ground Lease or Premises (collectively, ‘Released Claims’), except for the following, which in no event shall constitute Released Claims: (1) claims regarding any rights and obligations of [Trustees] or [AOHC] under the Ground Lease, to the extent not inconsistent with this Agreement, the Letter Agreement or the Stipulation, based on acts or omissions taking place after the Effective Date [March 15, 2021].”

“In general, a written release extinguishes any obligation covered by the release's terms, provided it has not been obtained by fraud, deception, misrepresentation, duress, or undue influence.” (Skrbina v. Fleming Companies (1996) 45 Cal.App.4th 1353, 1366). However, “‘[A] demurrer based on an affirmative defense will be sustained only where the face of the complaint discloses that the action is necessarily barred by the defense.’ [Citation.]” (Heshejin v. Rostami (2020) 54 Cal.App.5th 984, 992-993).

Here, the court cannot determine from the face of the complaint and the judicially-noticed settlement agreement that this first cause of action is necessarily barred because, as plaintiff AOHC points out in opposition, the release by its very terms includes an exception and plaintiff AOHC has pleaded facts which may fall within the stated exception, i.e., claim regarding rights and obligations under the Ground Lease based on acts or omissions taking place after March 15, 2021. Likewise, the court finds defendant Trustees’ related argument, that the first cause of action is barred by the doctrine of res judicata, to be underdeveloped in that defendant Trustees have not demonstrated that this first cause of action is necessarily barred by res judicata.

B. BREACH OF CONTRACT – GROUND LEASE Plaintiff AOHC’s second cause of action alleges, in relevant part, “The TRUSTEES have breached the express requirements of §2 (to renew indefinitely) and §11(b) (alternate housing) of the parties’ Ground Lease.” (Complaint, ¶319).

Defendant Trustees demur to this second cause of action by arguing, initially, that it did not breach section 2 of the Ground Lease. To support this argument, defendant Trustees ask the court to take judicial notice of the subject Ground Lease, as amended, and the parties’ subsequent Settlement Agreement as plaintiff AOHC cites to both of these documents without attaching them to the complaint. For the same reasons discussed earlier, the court hereby grants defendant Trustees’ request for judicial notice of the Ground Lease, as amended, and the Settlement Agreement. Defendant Trustees contends section 2 of the Ground Lease, as amended, has been superseded by the parties’ Settlement Agreement.

Section 2 of the Ground Lease, as amended, states, in relevant part: . . . Unless written notice of non-extension is given by Association to Stanford . . . or by Stanford to Association. . ., this Agreement shall automatically be extended for an additional one (1) year upon the same terms and conditions . . . Stanford declares its intention to allow this Agreement to be extended indefinitely as long as both Association and the House remain active at Stanford University, but it is agreed and understood that Stanford reserves the right to give notice of non-extension for any reason in any year as above provided.

According to defendant Trustees, the above provision of the Ground Lease has been superseded by the following language from section 2 of the parties’ 2021 Settlement Agreement: Under the terms of the Ground Lease, either Landlord or Tenant may provide notice of non-renewal of the Ground Lease ... Stanford gave notice of non-renewal on February 25, 2019. Under the terms of the Parties’ Ground Lease, the Ground Lease will therefore terminate at 5:00 p.m. (Pacific) on August 31, 2023 (the “Termination Date”) unless the Parties prior to the Termination Date have executed a Ground Lease extension.

Unless extended by Landlord and Tenant in writing before then, the Ground Lease and all terms and conditions therein, and Tenant’s right to occupy, possess and use the Premises, including the Building and the Grounds, shall terminate at 5:00 p.m. (Pacific) on August 31, 2023. Effective upon the Termination Date, Tenant hereby remises and quitclaims to Landlord, and Landlord hereby accepts, all of Tenant’s right, title and interest in the Premises, including in the Grounds and in the Building, without any payment for same due to Tenant from Landlord. . . .

Tenant agrees not to challenge the Termination Date or the requirement that it vacate the Premises by that date on any basis or in any forum if the Ground Lease has not been extended by Landlord in writing.

It is understood that Tenant intends to seek an extension or renewal of the Ground Lease and/or negotiate a new lease for the Premises with Landlord. Nothing in this Settlement Agreement is intended to preclude such efforts or requests by Tenant. Likewise, nothing in this Settlement Agreement shall obligate Landlord to agree to any request for an extension, renewal, new lease or other agreement of any kind.

Defendant Trustees contend the last sentence above precludes any claim by plaintiff AOHC for breach of contract based upon a refusal to extend or renew the Ground Lease. In opposition, plaintiff AOHC contends this provision of the Settlement Agreement was not an “express” modification of section 2 of the Ground Lease. Plaintiff AOHC suggests this provision of the Settlement Agreement does not operate to supersede section 2 of the Ground Lease entirely. Plaintiff AOHC suggests the court should continue to enforce that portion of section 2 of the Ground Lease which states defendant Trustees’ “intention to allow this Agreement to be extended indefinitely.”

Plaintiff AOHC points to section 11 of the Settlement Agreement which states, “This Agreement shall not be deemed to modify or otherwise affect the rights of either Party pursuant to the Ground Lease, except to the extent expressly set forth herein.”

The arguments presented by the parties require the court to engage in contract interpretation in order to ascertain what the parties intended under sections 2 and 11 of the Settlement Agreement vis-à-vis the Ground Lease. “Under statutory rules of contract interpretation, the mutual intention of the parties at the time the contract is formed governs interpretation. Such intent is to be inferred, if possible, solely from the written provisions of the contract. The ‘clear and explicit’ meaning of these provisions, interpreted in their ‘ordinary and popular sense,’ unless ‘used by the parties in a technical sense or a special meaning is given to them by usage’, controls judicial interpretation.

Thus, if the meaning a layperson would ascribe to contract language is not ambiguous, we apply that meaning.” (Santisas v. Goodin (1998) 17 Cal.4th 599, 608; internal citations omitted.). “Where the meaning of the words used in a contract is disputed, the trial court must provisionally receive any proffered extrinsic evidence which is relevant to show whether the contract is reasonably susceptible of a particular meaning. (Pacific Gas & E. Co. v. G. W. Thomas Drayage etc. Co. (1968) 69 Cal.2d 33, 39–40 [69 Cal.

Rptr. 561, 442 P.2d 641]; Pacific Gas & Electric Co. v. Zuckerman (1987) 189 Cal. App. 3d 1113, 1140–1141 [234 Cal. Rptr. 630]). Indeed, it is reversible error for a trial court to refuse to consider such extrinsic evidence on the basis of the trial court's own conclusion that the language of the contract appears to be clear and unambiguous on its face. Even if a contract appears unambiguous on its face, a latent ambiguity may be exposed by extrinsic evidence which reveals more than one possible meaning to which the language of the contract is yet reasonably susceptible. (Pacific Gas & E.

Co. v. G. W. Thomas Drayage etc. Co., supra, 69 Cal.2d at p. 40 & fn. 8; Pacific Gas & Electric Co. v. Zuckerman, supra, 189 Cal. App. 3d at pp. 1140–1141.)” [Footnote omitted.].

The interpretation of a contract involves “a two-step process: ‘First the court provisionally receives (without actually admitting) all credible evidence concerning the parties’ intentions to determine “ambiguity,” i.e., whether the language is “reasonably susceptible” to the interpretation urged by a party. If in light of the extrinsic evidence the court decides the language is “reasonably susceptible” to the interpretation urged, the extrinsic evidence is then admitted to aid in the second step— interpreting the contract. [Citation.]’ (Winet v.

Price (1992) 4 Cal.App.4th 1159, 1165 [6 Cal. Rptr. 2d 554]). The trial court's determination of whether an ambiguity exists is a question of law, subject to independent review on appeal. (Ibid.). The trial court's resolution of an ambiguity is also a question of law if no parol evidence is admitted or if the parol evidence is not in conflict. However, where the parol evidence is in conflict, the trial court's resolution of that conflict is a question of fact and must be upheld if supported by substantial evidence. (Id. at p. 1166).

Furthermore, ‘[w]hen two equally plausible interpretations of the language of a contract may be made . . . parol evidence is admissible to aid in interpreting the agreement, thereby presenting a question of fact which precludes summary judgment if the evidence is contradictory.’ (Walter E. Heller Western, Inc. v. Tecrim Corp. (1987) 196 Cal. App. 3d 149, 158 [241 Cal. Rptr. 677]).” [Footnote omitted.]. ... The fundamental goal of contractual interpretation is to give effect to the mutual intention of the parties.” [Footnote omitted.]. “The mutual intention to which the courts give effect is determined by objective manifestations of the parties’ intent, including the words used in the agreement, as well as extrinsic evidence of such objective matters as the surrounding circumstances under which the parties negotiated or entered into the contract; the object, nature and subject matter of the contract; and the subsequent conduct of the parties. (Civ.

Code, §§ 1635–1656; Code Civ. Proc., §§ 1859–1861, 1864; Hernandez v. Badger Construction Equipment Co. (1994) 28 Cal.App.4th 1791, 1814 [34 Cal. Rptr. 2d 732]; 1 Witkin, Summary of Cal. Law (9th ed. 1987) Contracts, §§ 688–689, pp. 621–623.)” [Footnote omitted.]. (Wolf v. Superior Court (2004) 114 Cal.App.4th 1343, 1350-1351 and 1356-1357).

In Aragon-Haas v. Family Security Ins. Services, Inc. (1991) 231 Cal.App.3d 232, 239 (Aragon), the court wrote, “Where an ambiguous contract is the basis of an action, it is proper, if not essential, for a plaintiff to allege its own construction of the agreement. So long as the pleading does not place a clearly erroneous construction upon the provisions of the contract, in passing upon the sufficiency of the complaint, we must accept as correct plaintiff’s allegations as to the meaning of the agreement.” “Where a complaint is based on a written contract which it sets out in full, a general demurrer to the complaint admits not only the contents of the instrument but also any pleaded meaning to which the instrument is reasonably susceptible.

While plaintiff’s interpretation of the contract ultimately may prove invalid, it was improper to resolve the issue against her solely on her own pleading. In ruling on a demurrer, the likelihood that the pleader will be able to prove his allegations is not the question.” (Aragon, supra, 231 Cal.App.3d at p. 239; internal quotations removed).

On demurrer, the court does not find plaintiff AOHC’s interpretation of the Settlement Agreement to be clearly erroneous. It is the court’s opinion that, under the principles enunciated above, the issue of contract interpretation will be more appropriately determined at a later stage of the proceedings. As such, defendant Trustees’ demurrer to the second cause of action on the ground that the pleading does not state facts sufficient to constitute a cause of action [Code Civ. Proc., §430.10, subd. (e)] for breach of contract and on the ground that the pleading is uncertain [Code Civ. Proc., §430.10, subd. (f)] is OVERRULED.

The court need not decide whether section 11(b) of the Ground Lease can serve as the basis for a breach of contract since a demurrer does not lie to a portion of a cause of action. (See Financial Corp. of America v. Wilburn (1987) 189 Cal.App.3d 764, 778—“[A] defendant cannot demur generally to part of a cause of action;” see also PH II, Inc. v. Superior Court (1995) 33 Cal.App.4th 1680, 1682—“A demurrer does not lie to a portion of a cause of action;” Pointe San Diego Residential Community, L.P. v. Procopio, Cory, Hargreaves & Savitch, LLP (2011) 195 Cal.App.4th 265, 274—“A demurrer challenges a cause of action and cannot be used to attack a portion of a cause of action.”).

Except as discussed above, the request for judicial notice in support of Stanford’s demurrer to plaintiff’s complaint is DENIED as unnecessary. The request for judicial notice in support of Alpha Omega House Corporation’s opposition to Stanford University’s demurrer to plaintiff’s complaint is DENIED as unnecessary. (See Duarte v. Pacific Specialty Insurance Company (2017) 13 Cal.App.5th 45, 51, fn. 6—denying request where judicial notice is not necessary, helpful or relevant).

C. BREACH OF THE IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING As defendant Trustees acknowledge, the third cause of action for breach of the implied covenant of good faith and fair dealing is premised, in part, upon the allegation that defendant Trustees acted in bad faith in refusing to renew the Ground Lease based on “gross mischaracterization of underlying facts and agreements.” (Complaint, ¶324, sub. (g)).

Defendant Trustees’ argument in support of demurrer to this third cause of action is essentially that there cannot be a breach of an implied covenant in a contract where express provisions of that contract allow the party to engage in the very conduct purportedly forbidden by the implied covenant. In the court’s view, this is essentially the same argument defendant Trustees make, above, with regard to breach of the Ground Lease based upon defendant Trustees’ failure to renew/ extend, i.e., defendant cannot be in breach for doing that which is expressly allowed under a contract.

Thus, for the same reasons discussed above, defendant Trustees’ demurrer to the third cause of action on the ground that the pleading does not state facts sufficient to constitute a cause of action [Code Civ. Proc., §430.10, subd. (e)] for breach of implied covenant of good faith and fair dealing and on the ground that the pleading is uncertain [Code Civ. Proc., §430.10, subd. (f)] is OVERRULED.

IV. CONCLUSION Based on the foregoing, the Court rules as follows:

Defendant Trustees’ demurrer to the first cause of action of plaintiff AOHC’s complaint on the ground that the pleading does not state facts sufficient to constitute a cause of action [Code Civ. Proc., §430.10, subd. (e)] for breach of contract and on the ground that the pleading is uncertain [Code Civ. Proc., §430.10, subd. (f)] is SUSTAINED with 10 days’ leave to amend.

Defendant Trustees’ demurrer to the second cause of action on the ground that the pleading does not state facts sufficient to constitute a cause of action [Code Civ. Proc., §430.10, subd. (e)] for breach of contract and on the ground that the pleading is uncertain [Code Civ. Proc., §430.10, subd. (f)] is OVERRULED.

Defendant Trustees’ demurrer to the third cause of action on the ground that the pleading does not state facts sufficient to constitute a cause of action [Code Civ. Proc., §430.10, subd. (e)] for breach of implied covenant of good faith and fair dealing and on the ground that the pleading is uncertain [Code Civ. Proc., §430.10, subd. (f)] is OVERRULED.

The Court will prepare the formal Order.

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