SAN DOMENICO SCHOOL v. ANNA WANG

Plaintiff/Cross-Defendant San Domenico School’s demurrer to the First Cause of Action is sustained without leave to amend. The demurrer to the Third, Fifth, Sixth, and Seventh Causes of Action is sustained with leave to amend. The demurrer to the Second and Fourth Causes of Action is overruled.

Procedural Background

Plaintiff/Cross-Defendant San Domenico School (“San Domenico”) filed its Complaint against Defendant/Cross-Complainant Anna Wang aka Jianghong Wang (“Ms. Wang”) on November 4, 2025, alleging a single cause of action for breach of contract. San Domenico alleges that Ms. Wang is obligated under the parties’ Enrollment Contract to pay a full year’s tuition and fees for son Daniel because she did not provide written cancellation of his enrollment by May 1, 2025. San Domenico alleges that Ms. Wang owes $76,096.12, plus a $15 late fee.

Ms. Wang filed a Cross-Complaint on January 23, 2026, alleging that San Domenico’s refusal to refund her $17,994.94 deposit for that school year violates California Code of Regulation 18805 and that San Domenico’s refusal to release Daniel’s grades violates the California Code of Regulations, Title 5, Section 438(c). Ms. Wang asserts causes of action for violation of Sections 438(c) and 18805, unjust enrichment, breach of the covenant of good faith and fair dealing, violation of Business & Professions Code Section 17200, conversion, breach of contract, and intentional infliction of emotional distress.

San Domenico demurs to all seven causes of action in the Cross-Complaint.

Procedural Deficiency

The Court draws San Domenico’s attention to Local Rule 2.8(C)2, which requires attachment of the operative pleading as an exhibit to the demurrer.

Standard

“The function of a demurrer is to test the sufficiency of the complaint as a matter of law, and it raises only a question of law.” (Holiday Matinee, Inc. v. Rambus, Inc. (2004) 118 Cal.App.4th 1413, 1420.) A complaint “ordinarily is sufficient if it alleges ultimate rather than evidentiary facts” (Doe v. City of Los Angeles (2007) 42 Cal.4th 531, 550), but the plaintiff must set forth the essential facts of his or her case “with reasonable precision and with particularity sufficient to acquaint [the] defendant with the nature, source and extent” of the plaintiff’s claim. (Doheny Park Terrace Homeowners Assn., Inc. v.

Truck Ins. Exchange (2005) 132 Cal.App.4th 1076, 1099 [citation and internal quotations omitted].) Legal conclusions are insufficient. (Id. at 1098–1099; Doe, 42 Cal.4th at 551, fn. 5.) The court “assume[s] the truth of the allegations in the complaint, but do[es] not assume the truth of contentions, deductions, or conclusions of law.” (California Logistics, Inc. v. State of California (2008) 161 Cal.App.4th 242, 247.)

Notice of Hearing on Demurrer

Ms. Wang argued in her Opposition, filed on May 5, 2026, that San Domenico failed to provide the requisite 16 day notice for the hearing on the demurrer. At the case management conference on May 19, 2026, in response to the parties’ request that the original hearing be continued, the Court set the hearing on the demurrer for July 29, 2026. Ms. Wang did not request that she be allowed to amend or supplement her Opposition. Accordingly, there is no longer any issue with the sufficiency of the notice provided.

Judicial Notice

The Court takes judicial notice, sua sponte, of the Enrollment Contract. This agreement is attached as an exhibit to San Domenico’s Complaint and is referenced throughout Ms. Wang’s Cross-Complaint. (See Scott v. JPMorgan Chase Bank, NA (2013) 214 Cal.App.4th 743, 752 [“the court may take judicial notice on its own volition”]; see also Ingram v. Flippo (1999) 74 Cal.App.4th 1280, 1285, n.3, disapproved on other grounds in Leon v. County of Riverside (2023) 14 Cal.5th 910; Marina Tenants Ass’n v. Deauville Marina Dev. Co. (1986) 181 Cal.App.3d 122, 130; Salvaty v. Falcon Cable Television (1985) 165 Cal.App.3d 798, 800, n.1; Swiss Park, Inc. v. City of Duarte (1982) 136 Cal.App.3d 755, 758.) The Court notes that the Enrollment Contract attached to San Domenico’s Complaint may be from a prior academic year, but the parties do not dispute the terms or deadlines set forth in that agreement.

First Cause of Action

Ms. Wang’s First Cause of Action alleges that by withholding Daniel’s grades and transcript due to nonpayment, San Domenico violated California Code of Regulation Section 438, which provides: “(a) When a pupil transfers to another school district or to a private school, a copy of the pupil’s Mandatory Permanent Pupil Record shall be transferred upon request from the other district or private school . . . . (c) Pupil records shall not be withheld from the requesting district because of any charges or fees owed by the pupil or his parent . . . .” (5 CA

ADC § 438.) The First Cause of Action also alleges that San Domenico’s refusal to refund Ms. Wang’s deposit violates Section 18805, which provides: “(a) Institutions approved or authorized pursuant to Education Code Sections 94310.2, 94310.3, and 94310.4, and 94311(d) shall, in the event of a student or applicant cancels enrollment prior to the completion of the course, promptly refund to each student the unused portions of paid tuition fees and other charges or reduce the amount due under the enrollment contract, as appropriate, in accordance with the following minimum standards . . . .” (5 CA ADC § 18805.) As a remedy, Ms. Wang seeks damages of $1 million. (Cross-Complaint, ¶29.)

San Domenico demurs to the First Cause of Action on the ground that Section 438 does not support a cause of action against it because (1) there is no private right of action for violation of this section; and (2) Ms. Wang does not allege that Daniel is transferring to another school district. San Domenico also demurs on the ground that Section 18805 does not support a cause of action because (1) there is no private right of action for violation of this section; and (2) this section is found within Chapter 21 of Title 5, which governs “private postsecondary educational institutions”, i.e., institutions offering education beyond high school. (Educ. Code §§ 94857, 94858.) Plaintiff does not allege that San Domenico is postsecondary educational institution.

The demurrer to this cause of action is sustained for the reasons articulated by San Domenico. Neither section applies to the alleged facts. Section 438 applies upon transfer of a student to another school and Section 18805 applies to postsecondary institutions. Plaintiff does not allege that any other school has requested Daniel’s transcript or that San Domenico is a postsecondary institution. Further, neither section provides a private right of action for damages. “Adoption of a regulatory statute does not automatically create a private right to sue for damages resulting from violations of the statute.

Such a private right of action exists only if the language of the statute or its legislative history clearly indicates the Legislature intended to create such a right to sue for damages. If the Legislature intends to create a private cause of action, we generally assume it will do so directly [,] . . . in clear, understandable, unmistakable terms . . . [Citation.]” (Vikco Ins. Services, Inc. v. Ohio Indem. Co. (1999) 70 Cal.App.4th 55, 62-63 [citations omitted] [emphasis in original].) Ms. Wang does not cite to any language in the regulations or elsewhere which indicates that the Legislature intended to provide for a private right of action for violation of either section.

Unless Ms. Wang can explain at the hearing how these defects can be remedied by amendment, the demurrer to this cause of action is sustained without leave to amend.

Second Cause of Action

Ms. Wang alleges in the Second Cause of Action for unjust enrichment that the terms of the Enrollment Contract are inequitable and unconscionable, and seeks damages in the amount of $1 million. (Cross-Complaint, ¶¶32-34.)

San Domenico demurs to this cause of action on the ground that quasi-contractual relief does not lie where an enforceable contract governs the same subject matter. “[A]s a matter of law, a quasi-contract action for unjust enrichment does not lie where, as here, express binding agreements exist and define the parties’ rights. When parties have an actual contract covering a subject, a court cannot—not even under the guise of equity jurisprudence—substitute the court’s

own concepts of fairness regarding that subject in place of the parties’ own contract.” (California Medical Assn. v. Aetna U.S. Healthcare of California, Inc. (2001) 94 Cal.App.4th 151, 172 [citation and internal quotations omitted].)

Ms. Wang argues that the demurrer should be overruled because she is allowed to plead claims in the alternative. “[A] plaintiff may plead inconsistent claims that allege both the existence of an enforceable agreement and the absence of an enforceable agreement . . . .” (Klein v. Chevron U.S.A. (2012) 202 Cal.App.4th 1342, 1389.) In her Sixth Cause of Action for breach of contract, Ms. Wang alleges that the parties entered into a “valid contract” and in her Second Cause of Action for unjust enrichment she alleges that the contract had “inequitable and unconscionable terms”. (Cross-Complaint, ¶¶32, 54.) These allegations are sufficient to allege alternative claims for relief. The demurrer to the Second Cause of Action is overruled.

Third Cause of Action

Ms. Wang alleges in the Third Cause of Action for breach of the implied covenant of good faith and fair dealing that San Domenico failed to develop and use a fair, equitable and positive policy of incremental refunds of unused fees and other charges, and that San Domenico seeks to recover full tuition in bad faith.

San Domenico demurs to this cause of action on the ground that the implied cannot forbid conduct which is authorized by the express terms of a contract, and the parties’ agreement expressly allows it to charge full tuition if the contract was not cancelled by a specific date. San Domenico further argues that the “incremental refund” policy Ms. Wang alleges should have been implemented adds a new term to the contract and the implied covenant cannot be used for this purpose.

“The covenant of good faith and fair dealing, implied by law in every contract, exists merely to prevent one contracting party from unfairly frustrating the other party’s right to receive the benefits of the agreement actually made. The covenant thus cannot be endowed with an existence independent of its contractual underpinnings. It cannot impose substantive duties or limits on the contracting parties beyond those incorporated in the specific terms of their agreement.” (Guz v. Bechtel Nat. Inc. (2000) 24 Cal.4th 317, 349 [citations and internal quotations omitted] [emphasis in original].)

The demurrer to this cause of action is sustained. The policy of incremental refunds that Ms. Wang alleges should have been used is not included anywhere in the parties’ contract, but is rather a different contract that Ms. Wang alleges should have been used. This cannot support an implied covenant cause of action. (Id.) Ms. Wang’s allegation that San Domenico seeks to recover full tuition in bad faith is also insufficient to support this claim, as the parties’ contract expressly allowed San Domenico to do so under the factual circumstances alleged, i.e., nonpayment by a specific date.1 “[T]he implied covenant does not trump an agreement’s express language. The general rule [regarding the covenant of good faith] is plainly subject to the exception that the parties may, by express provisions of the contract, grant the right to engage in

1 Paragraphs 5 and 7 of the Enrollment Contract provide that if a parent does not give written notice of cancellation by May 1, the parent’s obligation to pay tuition for the school year becomes unconditional. Ms. Wang acknowledges that this May 1 deadline was in the Enrollment Contract. (Cross-Complaint, ¶54.) 4

the very acts and conduct which would otherwise have been forbidden by an implied covenant of good faith and fair dealing.” (Steiner v. Thexton (2010) 48 Cal.4th 411, 419-420 [citation and internal quotations omitted] [emphasis in original]; see also Storek & Storek, Inc. v. Citicorp Real Estate, Inc. (2002) 100 Cal.App.4th 44, 55 [“an implied covenant of good faith and fair dealing cannot contradict the express terms of a contract”].)

Fourth Cause of Action

Ms. Wang alleges in her Fourth Cause of Action that San Domenico violated Business & Professions Code Section 17200 by seeking full tuition even though Daniel withdrew by the first payment date and prior to the school’s July 2025 termination date, by enforcing an inequitable contract in bad faith, and by withholding Daniel’s grades. While the Court has sustained San Domenico’s demurrer to the First, Third, Fifth, Sixth and Seventh Causes of Action, it overrules the demurrer to the Second Cause of Action for unjust enrichment. “[A] practice may violate the UCL even if it is not prohibited by another statute.

Unfair and fraudulent practices are alternate grounds for relief.” (Zhang v. Superior Court (2013) 57 Cal.4th 364, 370.) “A business practice is unfair, when it offends an established public policy or when the practice is immoral, unethical, oppressive, unscrupulous or substantially injurious to consumers.” (Community Assisting Recovery, Inc. v. Aegis Security Ins. Co. (2001) 92 Cal.App.4th 886, 894 [citation and internal quotations omitted].) As unjust enrichment potentially falls within the scope of “unfair” practices – an issue that has not been briefed by the parties - the Court overrules the demurrer to this cause of action.

Fifth Cause of Action

Ms. Wang alleges in her Fifth Cause of Action that San Domenico committed conversion when it withheld Daniel’s grades and transcript and refused to refund any money to Ms. Wang.

“Conversion is the wrongful exercise of dominion over the property of another. The elements of a conversion claim 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.” (Hodges v. County of Placer (2019) 41 Cal.App.5th 537, 551 [citation and internal quotations omitted].) “To establish a viable cause of action for conversion, [the plaintiff] must establish an actual interference with his ownership or right of possession of property. To do that he must have ‘either ownership and the right of possession or actual possession [of the property] at the time of the alleged conversion thereof.’” (Sanowicz v. Bacal (2015) 234 Cal.App.4th 1027, 1041 [citation omitted].)

Grades/Transcript: The parties do not cite any authority addressing the issue of whether a transcript can be the subject of a conversion cause of action. On the one hand, conversion may include the taking of intangible property rights when those rights are represented by evidentiary documents. (See Welco Electronics, Inc. v. Mora (2014) 223 Cal.App.4th 202, 209-210.) On the other hand, it is not clear whether a school transcript belongs to the student or the school. (See Juras v. Aman Collection Service, Inc. (9th Cir. 1987) 829 F.2d 739, 742.)2 The Court does not

2 Ms. Wang argues that “[a] student’s right to their transcript is strongly protected as a form of intellectual and educational property right in California”, citing Civil Code Section 1788.91. However, Section 1788.92 does not support this statement, as it provides only that a “debt” means “any money, obligation, claim, or sum, due or owing, 5

reach this determination in the context of this demurrer. However, the Court sustains the demurrer on the ground that Ms. Wang does not sufficiently allege the element of damages. (See Civ. Code § 3336.) She seeks damages of $1 million but does not allege sufficient facts linking this amount to the value of the withheld transcript.

Deposit: To state a cause of action for conversion, Ms. Wang must allege that San Domenico’s retention of the deposit was wrongful. However, Ms. Wang agreed in the contract she signed that San Domenico could retain the deposit under the facts alleged in the Cross- Complaint. Accordingly, Ms. Wang does not state facts to support a cause of action based on San Domenico’s retention of her deposit.

The demurrer to this cause of action is sustained.

Sixth Cause of Action

Ms. Wang alleges in her Sixth Cause of Action that San Domenico breached the Enrollment Contract by failing to release Daniel’s grades and refusing to refund her deposit. She also alleges that she was unaware of Daniel’s health condition by the May 1st deadline and gave notice six days later on May 7th. Accordingly, she alleges, San Domenico’s insistence on requiring her to pay full tuition for missing the deadline was not justified, as it could have terminated Daniel’s enrollment in July 2025 under another term of the contract.

San Domenico demurs to this cause of action on the ground that Ms. Wang fails to identify any term of the Enrollment Contract she contends was breached by San Domenico and, in fact, merely acknowledges her own breaches. The demurrer is sustained on this basis. Ms. Wang does not identify any provision of the Enrollment Contract which obligates San Domenico to release Daniel’s grades under any particular circumstances, and the contract itself states that San Domenico is not required to refund a deposit where notice is given after May 1.

Seventh Cause of Action

Ms. Wang alleges in her Seventh Cause of Action for intentional infliction of emotional distress that San Domenico’s conduct is outrageous because it should know that withholding Daniel’s grades would prevent Daniel from receiving an education and refusing to refund the deposit would prevent Daniel from paying tuition for future education.

“The elements of a prima facie case of intentional infliction of emotional distress consist of: (1) extreme and outrageous conduct by the defendant with the intent to cause, or reckless disregard for the probability of causing, emotional distress; (2) suffering of severe or extreme emotional distress by the plaintiff; and (3) the plaintiff's emotional distress is actually and proximately the result of defendant’s outrageous conduct. Extreme and outrageous conduct is conduct that is so extreme as to exceed all bounds of that usually tolerated in a civilized community and must be of a nature which is especially calculated to cause, and does cause, mental distress. [I]t is for the court to determine, in the first instance, whether the defendant’s conduct may reasonably be regarded as so extreme and outrageous as to permit recovery.”

or alleged to be due or owing, from a student, but does not include the fee, if any, charged to all students for the actual costs of providing the transcripts.” (Civ. Code § 1788.92 (b).) 6

(Chang v. Lederman (2009) 172 Cal.App.4th 67, 86-87 [citations and internal quotations omitted].)

San Domenico’s retention of the deposit is authorized under the terms of the contract Ms. Wang signed, and therefore is not a sufficient basis for an intentional infliction of emotional distress cause of action. The contract does not address the withholding of grades for nonpayment, but this conduct is not so outrageous or extreme so as to support a cause of action. (Cf. Fields v. Credit Management Systems, No. EDCV 14-1853 JGB (SPx), 2015 WL 11367930, *8 (C.D. Cal. Nov. 23, 2015) [“Neither is it unfair for a college to withhold a student’s transcript until she has settled her debt to the school”].) The demurrer to this cause of action is sustained.

All parties must comply with Marin County Superior Court Local Rules, Rule 2.10(B) to contest the tentative decision. Parties who request oral argument are required to appear in person or remotely by ZOOM. Regardless of whether a party requests oral argument in accordance with Rule 2.10(B), the prevailing party shall prepare an order consistent with the announced ruling as required by Marin County Superior Court Local Rules, Rule 2.11.

The Zoom appearance information for July, 2026 is as follows: https://marin-courts-ca-gov.zoomgov.com/j/1615487764?pwd=Ob4B5J7LLKcpnkxzJjjEOSHNzEGafG.1

Meeting ID: 161 548 7764 Passcode: 502070

If you are unable to join by video, you may join by telephone by calling (669) 254-5252 and using the above-provided passcode. Zoom appearance information may also be found on the Court’s website: https://www.marin.courts.ca.gov

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