Demurrer to Plaintiffs’ First Amended Complaint
25CV133249: SHIN, et al. vs STONERIDGE PROPERTIES LLC, et al. 07/29/2026 Hearing on Demurrer Defendants Stoneridge Properties, LLC and Simon-Mills II, LLCs Demurrer to Plaintiffs First Amended Complaint; filed by STONERIDGE PROPERTIES LLC (Defendant) + CRS# 827260801164 in Department 19
Tentative Ruling - 07/27/2026 Joscelyn Jones
The Demurrer filed by STONERIDGE PROPERTIES LLC, SIMON-MILLS II, LLC on 03/18/2026 is Sustained with Leave to Amend.
The Court rules as follows on Defendants Demurrer to Plaintiffs First Amended Complaint:
The demurrer to the First Cause of Action for Fraud Concealment and Inducement is SUSTAINED, WITH LEAVE TO AMEND. As the First Cause of Action is currently pled, it appears to be based almost entirely on purported concealment of terms that appear in the lease itself, and/or on pre-lease communications as to what the lease would say that are contradicted by the actual lease terms. Plaintiffs cannot base a concealment claim on failure to disclose the terms of the lease. Any reliance on pre-lease communications that differ from the terms of the lease the parties executed would appear to be barred by the leases integration clause (Section 24.3).
Plaintiffs are given leave to amend to allege a fraud claim that is not based on concealment of the terms of the lease or pre-lease communications that contradict the terms of the lease. In addition, Plaintiffs must allege facts demonstrating that Defendants conduct violated a duty independent of the parties duties and rights under the lease, and that Defendants conduct caused injury to persons or property that was not reasonably contemplated by the parties when the lease was executed. (See Rattagan v.
Uber Technologies Inc. (2024) 17 Cal.5th 1, 20-21.)
The demurrer to the Second Cause of Action for Breach of Implied Covenant of Good Faith and Fair Dealing is SUSTAINED, WITH LEAVE TO AMEND. As this cause of action is currently pled, it appears to be based on Defendants enforcement of the default provisions contained in the lease. The implied covenant of good faith and fair dealing cannot be used to impose limits on the contracting parties beyond those incorporated in the specific terms of the lease. (See Guz v. Bechtel National Inc. (2004) 24 Cal.4th 317, 349-350.)
Plaintiffs are given leave to amend to allege facts demonstrating that Plaintiffs performed all their obligations under the lease (or were excused from doing so), and that some conduct by Defendants not expressly permitted under the lease prevented Plaintiffs from receiving benefits provided by the lease. (See CACI No. 325.) The Court rejects Defendants' argument that Plaintiffs cannot assert this cause of action unless they had a special relationship with Defendants. That may be true to pursue tort damages for this cause of action (see, e.g., Careau & Co. v.
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Security Pacific Business Credit Inc. (1990) 222 Cal.App.3d 1371, 1398-1401), but Defendants cite no case holding that a special relationship is required to pursue contract damages for this cause of action.
The demurrer to the Third Cause of Action for Promissory and Equitable Estoppel is SUSTAINED, WITH LEAVE TO AMEND to allege a clear and unambiguous promise by Defendants, and reasonable reliance on that promise by Plaintiffs to their detriment. (See US Ecology Inc. v. State of California (2005) 129 Cal.App.4th 887, 901.) As this cause of action is 25CV133249: SHIN, et al. vs STONERIDGE PROPERTIES LLC, et al. 07/29/2026 Hearing on Demurrer Defendants Stoneridge Properties, LLC and Simon-Mills II, LLCs Demurrer to Plaintiffs First Amended Complaint; filed by STONERIDGE PROPERTIES LLC (Defendant) + CRS# 827260801164 in Department 19 presently pled, it appears to be based on pre-lease communications with Defendants about the terms of the lease that were contradicted by the actual terms of the lease Plaintiffs signed.
Plaintiffs cannot have reasonably relied to their detriment on representations of what the lease would provide that were contradicted by the actual terms of the lease. Plaintiffs are given leave to amend to allege facts in support of a claim that is not based on promises as to lease provisions that contradict the actual terms of the lease.
The Court declines to enter an order at this time allowing Plaintiffs to file the proposed Second Amended Complaint submitted with Plaintiffs Motion for Leave to File Second Amended Complaint, which is scheduled for hearing on November 23, 2026. However, the Court strongly urges the parties to meet and confer and consider stipulating to allow Plaintiffs to file a Second Amended Complaint that includes the additional causes of action included in that proposed pleading (negligent misrepresentation and breach of contract.)
Failure to do so may result in further delays of this case, e.g., Plaintiffs filing a Second Amended Complaint in response to this demurrer, and then later filing a noticed motion for leave to file a Third Amended Complaint, to be heard several months from now. But if the parties do not reach a stipulation on this issue, Plaintiffs leave to file a Second Amended Complaint will be limited to the causes of action discussed above (as well as the declaratory relief cause of action not challenged in this demurrer.)
The Court will prepare the order. Defendants shall serve Notice of Entry of Order on Plaintiffs. Plaintiffs shall have 30 days to amend following service of Notice of Entry of Order on Plaintiffs by Defendants. Defendants shall then have 30 days to respond.
The November 23, 2026 hearing on Plaintiffs Motion for Leave to File Second Amended Complaint is VACATED.
The Hearing on Motion for Leave to Amend to file Second Amended Complaint; filed by ERIC SHIN (Plaintiff) CRS# 285167036704 scheduled for 11/23/2026 is vacated.