First Baptist Church of Campbell vs Great Commission Association of Southern Baptist Churches

Calendar Lines 1-2 Case Name: FIRST BAPTIST CHURCH OF CAMPBELL v. GREAT COMMISSION ASSOCIATION OF SOUTHERN BAPTIST CHURCHES; and Related Cross-claims Case No.: 25CV457905

Pursuant to Code. Civ. Proc. § 430.10, Cross-Defendants, First Baptist Church of Campbell (“FBCC”) and Eden Church (“Eden”), demur to Great Commission Association of Southern Baptist Churches’ (“GCA”) unverified first amended cross-complaint (“FACC”) on the grounds that every alleged cause of action fails to state sufficient facts. (Notice of Demurrer at 2:23-3:10)

Additionally, pursuant to Code. Civ. Proc. §§ 435 through 437, FBCC and Eden move to strike the following portions of the FACC: 1. The First Amended Cross-Complaint in its entirety; 2. Paragraphs 76, 77, and 78 3. Paragraphs 5, 6, 7, 11, 12, 17, 18, and 108, and any other allegations that embed legal argument, case law interpretation, jurisdictional assertions, or ecclesiastical abstention theories within the pleading 4. Paragraphs 118 and 124, and Prayer paragraph 14 5. Any allegations and prayer provisions predicated on repealed or amended bylaw provisions, including former Article XV and the former Asset Protection Bylaw 6. Any remaining allegations constituting improper matter, false matter, or legal conclusions masquerading as factual allegations. (Notice of Motion at 2:14-3:3)

PBCC’s and Eden’s demurrer and motion to strike portions of the FACC came on for hearing on July 24, 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. Factual Allegations

FBCC, formerly known as True Hope Community Church is a defunct California religious nonprofit corporation. GCA is an association of nearly 90 Baptist churches, formerly known as Central Coast Baptist Association, co-founded in 1947 by FBCC, the holder of legal title to the subject property in Campbell, CA. Eden is a one-man start-up nonprofit religious corporation that is dominated and controlled by one man, the incorporator/director/CEO/Pastor, Daniel Atondo, who is Eden’s alter ego. (FACC, ¶¶ 1-3)

FBCC functioned as a cooperating church with GCA for nearly 74 years until it closed in 2022. Section 15.01 of FBCC’s Bylaws required the property located at 400 Llewellyn Avenue, Campbell, California (“Subject Property”) to be distributed to the GCA should FBCC dissolve or cease to function as a cooperating Southern Baptist church. Under Section 15.01 of FBCC’s Bylaws, GCA holds a vested reversionary interest in the Subject Property. GCA also has a longterm leasehold possessory interest in the Subject Property since 2010 pursuant to a lease with FBCC, whereby it operates a preschool on the premises. (FACC, ¶¶ 2, 3, 7, 20-22, 63-65, 85-89)

The Subject Property is now in possession and control of Eden, and is its principal place of business for Eden. GCA alleges FBCC’s 10-member congregation disbanded to join Eden’s congregation; FBCC’s pastor joined Eden’s leadership team; FBCC stopped holding worship services; Eden’s incorporator assumed control of FBCC as senior pastor in 2022 to pass the Subject Property to Eden. FBCC was registered under fictitious business name “Eden” in 2022. Eden’s congregants were allowed to vote at FBCC business meetings without satisfying FBCC’s Bylaws. (FACC ¶¶ 3, 22, 48-56, 58, 62-63, 73, 85-88)

On May 23, 2024, GCA issued Disqualification Notice of FBCC’s forfeiture of position as a cooperating church and on June 7, 2024, it commenced “15.03 Bylaw” process to determine whether the church continues to function as a cooperating church. FBCC did not appeal the GCA’s 15.03 Decision to an ecclesiastical council forfeiting FBCC’s rights and violating GCA’s Section 15.04 right not to be sued in civil court. (FACC, ¶¶3, 19, 22, 32, 36-38, 54, 56, 58, 62- 97)

On January 21, 2024, FBCC held a meeting at which the congregation voted to remove FBCC’s Asset Protection Bylaws and the GCA as asset trustee of the Subject Property. The vote was invalidated by excluding GCA’s representative from the private meeting that preceded the vote and by allowing Eden’s congregants to vote in violation of Article V and XVI of FBCC’s Bylaws. (FACC ¶¶ 76–77.)

On June 21, 2024, GCA’s Executive Board continued to carry out the 15.03 Bylaw hearing process and notified FBCC that the Subject Property may not be liquidated, transferred or encumbered in any way. On December 18, 2024, the Executive Board issued its final decision. (FACC ¶¶ 102, 104.)

FBCC initiated this action on January 31, 2025. GCA filed its cross-complaint against FBCC and Eden on March 24, 2025 and amended it on November 20, 2025 alleging causes of action for (1) declaratory relief, (2) intentional interference with contractual relations, and (3) conversion.

II. Legal Standards

“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 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.) 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 considered 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. “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.) “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.)

"Any party, within the time allowed to respond to a pleading may serve and file a notice of motion to strike the whole or any part thereof...." (Code Civ. Proc. § 435.) "The court may, upon a motion made pursuant to Section 435, or at any time in its discretion, and upon terms it deems proper: (a) Strike out any irrelevant, false, or improper matter inserted in any pleading; (b) Strike out all or any part of any pleading not drawn or filed in conformity with the laws of this state, a court rule, or an order of the court." (Code Civ. Proc. § 436.) "The grounds for a motion to strike shall appear on the face of the challenged pleading or from any matter of which the court is required to take judicial notice. (Code Civ. Proc. § 437, subd. (a).)

III. Judicial Notice

In support of their demurrer and motion to strike, FBCC and Eden request judicial notice of the following: • Exhibit A – GCA’s cross-complaint filed on March 24, 2025, in this action • Exhibit B – FBCC’s and Eden’s notice of demurrer and demurrer to GCA’s verified cross-complaint filed on April 23, 2025, in this action • Exhibit C – FBCC’s and Eden’s memorandum of points and authorities filed in support of their demurrer to GCA’s verified cross-complaint filed on April 23, 2025, in this action • Exhibit D – Declaration of Daniel Atondo in support of demurrer to GCA’s verified cross-complaint filed in this action • Exhibit E – FBCC’s and Eden’s notice of motion and motion strike portions of GCA’s cross-complaint filed on April 23, 2025, in this action • Exhibit F - FBCC’s and Eden’s memorandum of points and authorities filed in support of their motion to strike portions of GCA’s verified cross-complaint filed on April 23, 2025, in this action • Exhibit G – Declaration of Daniel Atondo in support of FBCC’s and Eden’s motion to strike portions of GCA’s cross-complaint filed on April 23, 2025, in this action • Exhibit H – FBCC’s and Eden’s notice of motion and motion for sanctions regarding GCA’s cross-complaint filed on April 23, 2025, in this action • Exhibit I - FBCC’s and Eden’s memorandum of points and authorities filed in support of their motion for sanction regarding GCA’s verified cross-complaint filed on April 23, 2025, in this action • Exhibit J – Declaration of Daniel Atondo in support of motion for sanction filed on April 23, 2025, in this action In support of its opposition to the demurrer and the motion to strike, GCA requests judicial notice of the following documents: • Exhibit 1 – Notice of Errata to GCA’s cross-complaint filed in this action

• Exhibit 2 – Notice of Withdrawal of motions filed by Eden and FBCC in this action GCA also objects to FBCC’s and Eden’s requests for judicial notice on the grounds of impermissible use of extrinsic evidence and impermissible use of the documents for the truth of disputable matters asserted.

Court GRANTS, IN PART, FBCC’S and EDEN’S request for judicial notice of Exhibit A (GCA’s verified cross-complaint) and GCA’s request for judicial notice of Exhibit 1 (Notice of Errata). Judicial notice of these documents is limited to their existence and not the truth of their content. (See, Williams v. Wraxall (1995) 33 Cal. App. 4th 120, 130, fn. 7, citing Gilmore v. Superior Court (1991) 230 Cal. App. 3d 416, 418.)

Court DENIES FBCC’S and EDEN’S request for judicial notice of Exhibits B through J, and GCA’s request for judicial notice of Exhibit 2 as these documents are not relevant to the Court’s analysis and findings. (Soukup v. Law Offices of Herbert Hafif (2006) 39 Cal.4th 260, 295 [court is not required to take judicial notice of irrelevant documents].)

Considering the Court’s rulings on FBCC’s and Eden’s requests, GCA’s objections are OVERRULED as moot.

IV. Analysis of the Demurrer

A. Declaratory Relief

There are two essential elements for declaratory relief: (1) a proper subject of declaratory relief, and (2) an actual controversy involving justiciable questions relating to GCA’s rights or obligations. (See Brownfield v. Daniel Freeman Marina Hospital (1989) 208 Cal.App.3d 405, 410.) "Declaratory relief operates prospectively only, rather than to redress past wrongs." (Gafcon, Inc. v. Ponsor & Associates (2002) 98 Cal.App.4th 1388, 1404.) The "actual controversy" requirement concerns the existence of present controversy relating to the rights and legal duties of the respective parties pursuant to contract, statute or order." (See Code. Civ. Proc. §1060; see also Maguire v. Hibernia S. & L. Soc. (1944) 23 Cal.2d 719, 728.)

In its FACC, GCA alleges that FBCC's property and assets passed to GCA pursuant to reversionary clauses triggered by (1) FBCC's de facto dissolution through operation in violation of its bylaws, and/or (2) FBCC ceasing to function as a cooperating Southern Baptist church as determined by the Executive Board's binding decision. Thus FBCC and Eden have no right, title, or interest in the property and seeks orders transferring the property to GCA. (FACC ¶¶ 107-110) FBCC and Eden deny these allegations in their demurrer.

This presents a paradigmatic actual controversy suitable for declaratory relief: competing claims to ownership of real property based on the interpretation and legal effect of written instruments (FBCC's bylaws, Asset Protection Bylaw, and GCA's bylaws). The controversy is not hypothetical or contingent; GCA alleges multiple triggering events occurred before the January 21 and June 9, 2024, bylaw amendments, including: FBCC's closure in 2022; cessation of worship services; disbanding of the congregation; cessation of financial support to GCA in 2022 and 2023-2024; FBCC's disqualification as a cooperating church effective May 23, 2024; and commencement of the Section 15.03 process on June 7, 2024.

The FACC also alleges the January 21, 2024, vote was invalid because (1) EDEN congregants, who were not qualified to vote under FBC's bylaws, were allowed to participate and vote to remove GCA’s reversionary rights, (2) it occurred after events triggered GCA’s reversionary rights, and (3) GCA's representative was excluded from a required closed-door meeting. As a result, GCA seeks immediate transfer of the Subject Property. (FACC ¶¶ 17-22, 68-71, 85-91, 101-108, 110-111.)

If these allegations are accepted as true, as the Court must in ruling on a demurrer, then GCA's reversionary and trustee rights vested before the bylaws were amended, and a later amendment could not retroactively extinguish already-vested property rights. Whether these triggering events actually occurred, whether the voters were qualified, whether GCA's representative was properly excluded, and whether a later bylaw amendment can defeat previously vested rights are all disputed questions of fact and law inappropriate for resolution on demurrer. The FACC's factual allegations, if proven, would entitle GCA to declaratory relief establishing its property rights.

FBCC and Eden argue that Corporations Code section 9150(b) definitively permits member amendment of bylaws, making the repealed provisions unenforceable as a matter of law. GCA does not dispute the amendment authority under section 9150(b). However, it argues that the statute allows amendment or repeal by the members only when the corporation’s own governing documents fail to provide any amendment provisions or procedures. GCA emphasizes that FBCC’s governing documents – e.g. Asset Protection Bylaw, and Article VI) provided the needed procedures, requirements, and limitations to the members’ votes; all of which FBCC simply disregarded.

Courts may apply neutral principles of law and contract interpretation to church property disputes, interpretation of governing documents, corporate formalities, voting requirements, and property instruments. (See, Concord Christian Center v. Open Bible Standard Churches (2005) 132 Cal.App.4th 1396, 1408, 1412–1413; New v. Kroeger (2008) 167 Cal.App.4th 800, 814; Jones v. Wolf (1979) 443 U.S. 595, 602.) While section 9150(b) generally grants members authority to amend bylaws, this does not resolve the declaratory relief claim on demurrer because: (1) the FACC alleges the amendments were procedurally defective under both the bylaws themselves and governing law; (2) the FACC alleges triggering events vested GCA's rights before amendment; and (3) whether an amendment can retroactively divest vested property rights raises legal issues not addressed by the bare text of § 9150(b).

Determining whether FBCC was operated in violation of its bylaws and became de facto dissolved, or whether members adhered to bylaw requirements, involves neutral principles that do not require the Court to resolve religious doctrine.

Based on the foregoing, the Court finds that the FACC alleges sufficient facts to establish an actual controversy over property rights that is suitable for declaratory relief and cannot be resolved on the face of the pleading. Therefore, FBCC’s and Eden’s demurrer to the FACC’s first cause of action for declaratory relief is OVERRULED.

B. Intentional Interference with Contractual Relations 1

1 GCA’s causes of action for Intentional Interference with Contractual Rights and Conversion are against Eden and Roes 1-100 only. Therefore, FBCC’s demurrer to these causes of action is OVERRULED for lack of standing. The Court analyzes these claims only as they apply to Eden.

The elements for the tort of intentional interference with the performance of a contract are: “(1) a valid contract between plaintiff and another party; (2) defendant’s knowledge of the contract; (3) defendant’s intentional acts designed to induce a breach or disruption of the contractual relationship; (4) actual breach or disruption of the contractual relationship; and (5) resulting damage.” (Asahi Kasei Pharma Corporation v. Actelion Ltd. (2013) 222 Cal.App.4th 945, 958.)

FACC alleges Eden intentionally interfered with GCA's contractual relationships with FBCC, including the lease, Asset Protection Bylaw trustee relationship, reversionary property rights, ministry partnership, and fiduciary duties owed while FBCC held a voting seat on GCA's Executive Board. The FACC satisfies each required element.

1.Valid Contract Between GCA and FBC - The FACC alleges multiple contractual relationships between GCA and FBCC: (1) the preschool lease; (2) the Asset Protection Bylaw naming GCA as trustee upon specified triggering events; (3) reversionary property rights granted in FBCC's bylaws; (4) FBCC's bylaw obligation to cooperate with and financially support GCA as a "cooperating church"; and (5) fiduciary duties owed by FBCC and its pastor while FBCC held a voting seat on GCA's Executive Board. (FACC ¶ 112) PBCC and Eden, citing PMC, Inc. v.

Saban Entertainment, Inc. (1996) 45 Cal.App.4th 579, argue these are merely revocable expectations, not enforceable contracts. However, the FACC alleges written instruments (bylaws and lease) creating binding obligations, not at-will relationships. Whether these instruments created enforceable contractual rights or mere expectations depends on disputed questions of interpretation, timing of triggering events, and the legal effect of the bylaws—issues inappropriate for demurrer. The FACC alleges that triggering events (cessation of financial support, closure, de facto dissolution, falling below 30 active members) occurred before the bylaw amendments, vesting GCA's trustee and reversionary rights.

If true, these were not revocable expectations but vested contractual and property rights. Whether the rights vested before amendment is a disputed factual issue that cannot be resolved on demurrer. Excerpts from the lease agreement attached to the FACC (Exhibit 7) establish at minimum a written contractual relationship between GCA and FBCC regarding the preschool premises. This alone satisfies the first element as to some contractual relationship.

2.EDEN's Knowledge - The FACC alleges EDEN and its CEO, Daniel Atondo, had actual knowledge of GCA's contractual relationships. Atondo served simultaneously as EDEN's pastor/CEO and FBCC's pastor, participated in GCA matters through FBCC's Executive Board seat, and was directly involved in events concerning the Asset Protection Bylaw, Article XV, the preschool lease, and EDEN's use of the property. (FACC ¶¶ 3, 49, 51 62, 67, 70-76, 81-85, 113) These allegations sufficiently plead knowledge.

3.Intentional Acts Designed to Disrupt - The FACC alleges Eden, through Atondo and others, assumed control of FBCC and its property, misled GCA, interfered with GCA's trustee and reversionary rights, breached fiduciary duties, disrupted the preschool lease and GCA's quiet enjoyment of the premises, and participated in conduct designed to divert FBCC's property away from GCA. (FACC, ¶¶ 59, 81-85, 94-95, 99-102.) Specific intent to harm GCA is not required; it suffices that disruption was certain or substantially certain to occur as a result of Eden's conduct. (Tuchscher Dev. Enters., Inc. v. San Diego Unified Port Dist., (2003) 106 Cal. App. 4th 1219, 1239) The FACC's allegations satisfy this standard.

4.Actual Breach or Disruption – Plaintiff need not allege an actual breach. "[I]t is not necessary that the defendant's conduct be wrongful apart from the interference with the contract itself." (See Quelimane Co. v. Stewart Title Guaranty Co. (1998) 19 Cal.4th 26, 55.) The FACC alleges Eden's conduct prevented performance of the contractual relationships or made performance more expensive or difficult for GCA, and that Eden interfered with GCA's quiet use and enjoyment of the property, withheld or controlled property and assets, and denied GCA the benefit of rights created by FBCC's governing documents. These allegations sufficiently plead disruption.

1.Resulting Damage and Causation - The FACC alleges GCA was harmed and that Eden's conduct was a substantial factor in causing that harm. This satisfies the damage and causation elements at the pleading stage. Eden argues that (1) the interference claim fails because the challenged bylaws were validly repealed before any rights vested, and (2) it cannot be liable because it was aligned with FBCC and because Atondo's dual roles preclude separate liability.

However, these arguments depend on disputed facts regarding the validity of the amendments, the timing of triggering events, and whether voters were qualified — issues that cannot be resolved on demurrer. Moreover, the FACC alleges Eden is a separate nonprofit corporation and an outside entity that knowingly disrupted GCA's relationships with FBCC for its benefit. Whether Eden can prove an agency, privilege, or justification defense is not an issue for demurrer.

Based on the foregoing, Eden’s demurrer to GCA’s second cause of action for interference with contractual relations is OVERRULED.

C. Conversion 2

Conversion is the wrongful exercise of dominion over the property of another. (Welco Electronics, Inc. v. Mora (2014) 223 Cal.App.4th 202, 208.) The elements of conversion are “(1) the plaintiff's ownership or right to possession of the property; (2) the defendant's conversion by a wrongful act or disposition of property rights; and (3) damages.” (Duke v. Superior Court, (2017) 18 Cal. App. 5th 490, 501; internal citation and quotes are omitted)

The FACC alleges Eden converted FBCC's personal property, assets, monies, donations, income, receipts, and tangible and intangible things of value. The FACC alleges GCA owned or had the right to possess these assets; Eden substantially interfered by taking possession and control or preventing GCA's access; GCA did not consent; GCA was harmed; and Eden's conduct was a substantial factor in causing the harm. (FACC, ¶¶ 21, 23-27, 101-111, 119-123.)

Eden argues the conversion claim fails because (a) GCA never possessed any ownership interest or present right to possession, (b) the FACC fails to identify specific property converted, (c) amending bylaws does not transfer title or constitute dominion over property.

2 GCA’s causes of action for Intentional Interference with Contractual Rights and Conversion are against Eden and Roes 1-100 only. Therefore, FBCC’s demurrer to these causes of action is OVERRULED for lack of standing. The Court analyzes these claims only as they apply to Eden.

However, Eden’s arguments fail. The conversion claim is not based solely on bylaw amendments but also on Eden's alleged possession and control of FBCC's assets after triggering events vested GCA's rights. The FACC alleges GCA's rights as trustee and reversionary interest holder arose from written instruments (bylaws and Asset Protection Bylaw) and were triggered by specific events - de facto dissolution, trustee rights under the Asset Protection Bylaw, and the Executive Board's decision - before the bylaw amendments. Whether these events occurred and vested GCA's rights and whether Eden wrongfully exercised control over assets are disputed issues that cannot be resolved against GCA on demurrer.

The FACC also identifies categories of personal property and assets, including money, donations, income, receipts, sums due and owing, tangible property, and intangible things of value. While greater specificity may ultimately be required, the pleading standard on demurrer requires only sufficient facts to state a claim, not ultimate proof.

Therefore, Eden’s demurrer to GCA’s third cause of action for conversion is OVERRULED.

D. Sham Pleading

The sham pleading doctrine provides a court with discretion to disregard "sham" amendments. An amended pleading may be "sham" if it omits or contradicts harmful facts pleaded in the original pleading, absent a showing of mistake or other sufficient excuse for changing the facts. Without such a showing, the amended pleading may be treated as a sham. (Vallejo Develop. Co. v. Beck Develop. Co. (1994) 24 Cal.App.4th 929, 946; State of Calif. ex rel. Metz v. CCC Information Serv., Inc. (2007) 149 Cal.App.4th 402, 412.)

FBCC and Eden argue the FACC should be disregarded under the sham pleading doctrine because it contradicts the verified original cross-complaint's allegation that Dr. Stewart "was not allowed to attend or speak" at the January 21, 2024, meeting. (Demurrer at 9:10-24)

However, GCA filed a Notice of Errata on September 29, 2025, before filing the FACC, clarifying that the allegation concerned Dr. Stewart's exclusion from the "prior closed-door meeting" held for 25 minutes before the open Exceptional Business Meeting, not exclusion from the open session itself.) GCA provided an explanation through the Errata before filing the FACC. The FACC is consistent with the clarified allegation, stating that Dr. Stewart was excluded from the closed-door meeting immediately preceding the January 21 vote but attended and spoke during the open session. Whether Dr. Stewart's exclusion from an alleged closed-door meeting invalidated the vote is a disputed factual and legal issue. At most, FBCC and Eden dispute what occurred and whether it invalidated the vote—these are factual merits issues, not grounds to disregard the operative pleading.

Accordingly, the sham pleading doctrine does not bar the FACC from proceeding and FBCC’s and Eden’s demurrer on this ground is OVERRULED.

V. Analysis of the Motion to Strike Portions of the Complaint

FBCC and Eden seek to strike the entire FACC or, alternatively, specific paragraphs and prayer provisions on multiple grounds: (1) the sham pleading doctrine; (2) improper incorporation of legal argument; (3) failure to state facts constituting a bylaw violation; (4) allegations based on allegedly repealed bylaws; and (5) prayers for unavailable relief. (Notice of Motion at 2:14-3:3)

A. Sham Pleading

FBCC’s and Eden’s primary argument is that the FACC should be stricken in its entirety under the sham pleading doctrine because the original verified Cross-Complaint alleged Dr. Stewart was completely excluded from the January 21, 2024, meeting, while the FACC alleges he attended the open session but was excluded from a preceding closed-door meeting.

As noted in the previous sections, this argument fails due to GCA’s Notice of Errata clarifying the allegation before filing its FACC. Therefore, FBCC’s and Eden’s motion to strike the FACC is DENIED on this ground.

B. Paragraphs 76, 77, and 78

FBCC and Eden seek to strike Paragraphs 76, 77, and 78, which allege the January 21, 2024, vote was invalid since GCA's representative was excluded from the closed-door meeting and Eden congregants improperly participated in the voting process.

These paragraphs plead relevant facts directly pertinent to a core disputed issue: whether the Asset Protection Bylaw was validly removed before GCA's trustee and reversionary rights were triggered. Material allegations essential to a claim cannot be stricken without leaving the pleading insufficient. (Cal Code Civ Proc § 431.10) PBCC’s and Eden’s opposition is not a pleading objection but a merits argument. They contend the closed-door meeting involved Eden congregants and therefore could not have been an FBCC meeting with legal significance.

This argument only underscores why the issue cannot be resolved on a motion to strike. The issue turns on disputed facts regarding membership status, voter qualification, meeting structure, notice, participation, and the meaning of the Asset Protection Bylaw's requirement that GCA be invited to speak "at any meeting where such vote is considered." Moreover, GCA does not rely solely on exclusion from the closed-door meeting. The FACC also alleges Eden congregants were improperly allowed to vote and that FBC lacked the qualified active membership necessary to remove the Asset Protection Bylaw.

These allegations independently support the challenged theory. Because the validity of the January 21 vote is a central dispute in this action, the Court cannot strike disputed factual and legal theories merely because FBCC and Eden disagree with them.

Therefore, FBCC’s and Eden’s motion to strike paragraphs 76, 77, and 78 is DENIED.

C. Paragraphs 5, 6, 7, 11, 12, 17, 18, and 108

PBCC and Eden seek to strike these paragraphs as improper legal arguments. While these paragraphs do contain legal citations and characterizations, there is no blanket rule prohibiting citation of relevant legal authority in a pleading, particularly where the authority explains the legal theory under which relief is sought. Pleadings must allege facts sufficient to support the claims asserted, but legal citations or characterizations do not render a pleading subject to strike where the pleading also alleges supporting facts.

Here, the challenged paragraphs provide context for GCA's claims, which involve church property, corporate governance, trustee rights, reversionary rights, religious-corporation bylaws, and the boundary between neutral-principles adjudication and ecclesiastical abstention. The challenged paragraphs do not substitute legal authority for facts. The FACC separately alleges the governing documents, the Asset Protection Bylaw, Article XV, GCA's trustee and reversionary rights, the January 21 vote, the closed-door meeting, EDEN congregants' involvement, FBC's alleged de facto dissolution, FBC's failure to cooperate with GCA, the June 9 meeting, and Eden's possession and control of the property. GCA does not cite legal authorities as evidence but to explain the legal significance of the facts alleged.

Paragraph 108 specifically appears in the declaratory relief cause of action and alleges GCA's position regarding its reversionary rights and the legal effect of FBCC's governing documents. A declaratory relief claim necessarily pleads competing legal positions and asks the court to determine the parties' respective rights and duties. GCA is not required to omit its legal position from the pleading merely because Cross-Defendants disagree with it.

Therefore, PBCC’s and Eden’s motion to strike paragraphs 5, 6, 7, 11, 12, 17, 18, and 108 is DENIED.

D. Paragraphs 118 and 124, Prayer paragraph 14, and Any Allegations and Prayer Provisions Predicated on Repealed or Amended Bylaw Provisions

FBCC and Eden ask the Court to strike allegations based on Article XV and the Asset Protection Bylaw on the ground that those provisions were allegedly repealed or amended. Resolving whether the January 21 or June 9 votes were valid would require the Court to decide that the voters were qualified, FBCC had not de facto dissolved or closed, all bylaw requirements were satisfied, no prior triggering event had occurred, and no right had vested. These determinations go to the merits of the lawsuit and cannot be resolved on a motion to strike, which is limited to defects appearing on the face of the pleading or from matters properly subject to judicial notice. (Cal Code Civ Proc § 437.)

PBCC and Eden also seek to strike broad portions of the prayer for relief, arguing that GCA seeks remedies unavailable as a matter of law. However, prayer is not determinative of whether relief may be available in a contested case and a party is not required to prove entitlement to each requested remedy at the pleading stage. It is premature to strike requested remedies merely because PBCC and Eden dispute whether GCA will ultimately prove entitlement to them. PBCC’s and Eden’s remedy arguments all depend on their disputed merits premise that GCA has no enforceable trustee, reversionary, leasehold, contractual, property, or possessory rights. The FACC alleges otherwise.

Moreover, PBCC and Eden argue the FACC violates Code of Civil Procedure section 425.14 by seeking punitive damages against EDEN without prior court authorization. Section 425.14 is a gatekeeping statute that prevents a party from pleading punitive damages against a religious corporation without prior court authorization. It does not bar punitive damages against individual tortfeasors who are not religious corporations, nor does it prohibit a party from reserving the right to seek leave later if discovery substantiates punitive damages claim against a religious corporation. The statute expressly preserves discovery on the issue of punitive damages. (Code. Civ. Proc. § 425.14.)

However, this argument is misplaced because the FACC does not presently plead punitive or exemplary damages against PBCC or Eden. The FACC expressly limits its punitive damages allegations to individual ROES 1 through 100 for oppression, fraud, or malice. It then separately states that GCA will conduct discovery and reserves the right to petition the Court to add punitive damages claim against EDEN pursuant to section 425.14. (FACC ¶¶ 118, 124.) This is not a violation of section 425.14 — it is compliance with the statute.

Therefore, the Court DENYS PBCC’s and Eden’s motion to strike paragraphs 118 and 124, prayer paragraph 14, and any allegations and prayer provisions predicated on repealed or amended bylaw provisions.

VI. Conclusion & Order

PBCC and Eden’s demurrer to GCA’s first amended cross-complaint is OVERRULED.

PBCC and Eden’s Motion to Strike Portions of GCA’s first amended cross-complaint is DENIED.

The court will prepare the order.

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