Demurrer to Complaint
TENTATIVE RULINGS
Date: July 30, 2026
# Case Name Tentative
1. 30-2025-01481463 1. Case Management Conference 2. Demurrer to Complaint Meredith vs. Tissera Defendant Franz Tissera (“Defendant” or “Franz”) demurs to the Complaint of plaintiff Edwin Hammond Meredith (“Plaintiff”). For the reasons set forth below, and based on applicable law, the Demurrer is OVERRULED in its entirety.
Defendant argues that Plaintiff lacks capacity and legal authority to maintain this action because defendant Phase9MotorSports, Inc. (“Phase9MotorSports”) is currently a debtor in an active bankruptcy case. However, Plaintiff alleges that the bankruptcy petition was filed post-judgment in bad faith in an attempt to delay the entry of judgment and Plaintiff successfully moved to set aside the automatic stay. These allegations must be accepted as true for purposes of this Demurrer and Defendant has not shown that they are false by way of any judicially noticeable matters. Thus, this argument fails.
Defendant argues that the Complaint is so vague, ambiguous, and unsupported that it is fatally uncertain. Demurrers for uncertainty “are granted only if the pleading is so incomprehensible that a defendant cannot reasonably respond.” (Lickiss v. Fin. Indus. Regulatory Auth. (2012) 208 Cal.App.4th 1125, 1135.) The Complaint here does not reach this level of incomprehensibility. Thus, the Demurrer based on uncertainty fails.
Defendant contends that the Complaint relies entirely on conclusory allegations based on information and belief without identifying a single concrete transfer, document date, VIN number, transaction, or factual details. “A plaintiff may allege on information and belief any matters that are not within his personal knowledge, if he has information leading him to believe that the allegations are true [citation], and thus a pleading made on information and belief is insufficient if it merely asserts the facts so alleged without alleging such information that leads the plaintiff to believe that the allegations are true.” (Gomes v. Countrywide Home Loans, Inc. (2011) 192 Cal.App.4th 1149, 1158, emphasis in original, internal quotations and citations omitted.)
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Here, Plaintiff alleges that transfers of vehicles were made from Phase9MotorSports to defendant Treasures MotorSports, LLC (“Treasures MotorSports”) to avoid the enforcement of Plaintiff’s judgment in a prior action, including at least three specific vehicles and a white Ferrari. Plaintiff further alleges that these transferred vehicles are being registered or re-registered in Montana and Wyoming under the names of the other individual defendants to obscure ownership and hinder creditors such as Plaintiff. The fact that Plaintiff does not allege dates or VIN numbers related to these transfers does not render the allegations inadequate, as this information would exclusively lie with Defendants. Further, Plaintiff has provided sufficient factual detail in support of the allegations made on information belief. Thus, at the pleading stage, the allegations are sufficient.
Defendant contends that the Complaint suffers from misjoinder of Franz’s family members without alleging any facts connecting them to any purported transfer. This argument also fails. Plaintiff
alleges that Franz has been transferring the vehicles under the names of his family members to obscure ownership and void enforcement of the judgment and that the family members had actual or constructive notice of Plaintiff’s judgment and participated in the prior fraud or asset concealment. These allegations are accepted as true for purposes of the Demurrer, pursuant to the law, and there is no misjoinder apparent on the face of the Complaint.
Next, Defendant argues that the suit is premature and Plaintiff lacks standing because the judgment is not final and remains subject to a potential new trial and may be further reviewed on appeal. Similarly to above, this argument fails because Plaintiff’s allegations that he is a judgment creditor and his judgment has not been satisfied must be accepted as true and a reasonable inference from the allegations is that the judgment is final.
As to the first cause of action for fraudulent conveyance, Defendant further argues that the claim fails because Plaintiff does not identify which defendant is the debtor for each alleged transfer, much of the cause of action is directed at non-debtors, and Plaintiff fails to plead damages.
“A fraudulent transfer under the UVTA ‘ “ ‘is a transfer by the debtor of property to a third person undertaken with the intent to prevent a creditor from reaching that interest to satisfy its claim.’ [Citation.]” ’ ” (Potter v. Alliance United Ins. Co. (2019) 37 Cal.App.5th 894, 903-904.) A transferee may be sued for fraudulent transfer if he or she knowingly participates in the fraudulent conveyance with the intention of defrauding creditors. (See Flowers & Sons Development Corp. v. Municipal Court (1978) 86 Cal.App.3d 818, 825.)
Here, Plaintiff alleges that a judgment in his favor against Franz and Phase9MotorSports was obtained in April 2024. Therefore, pursuant to the allegations in the Complaint, Franz and Phase9MotorSports are the debtors. Plaintiff also alleges that the remaining defendants are transferees who had actual or constructive notice of Plaintiff’s judgment and were involved in the asset concealment. Plaintiff alleges that he has been harmed as a result of the transfers by the inability to enforce the judgment. These allegations satisfy each element of the cause of action. Thus, the Demurrer to the first cause of action fails.
As to the second cause of action, Defendant argues that the Complaint does not allege any elements in support of the mere continuation exception for successor liability.
“Successor liability is almost always couched in terms of liability flowing from one corporation to another corporation.” (Cleveland v. Johnson (2012) 209 Cal.App.5th 1315, 1326.) A purchaser corporation will not assume the seller’s liabilities absent certain circumstances, one being when the purchasing corporation is a mere continuation of the seller. (Id. at p. 1327.) Successor liability based on the mere continuation theory has been imposed “ ‘only upon a showing of one or both of the following factual elements: (1) no adequate consideration was given for the predecessor corporation’s assets and made available for meeting the claims of its unsecured creditors; (2) one or more persons were officers, directors, or stockholders of both corporations.’ ” (Ibid.)
Here, Plaintiff alleges that Phase9MotorSports and Treasures MotorSports are controlled by the same principal and sole member and manager, Treasures MotorSports received substantially all of Phase9MotorSports’s assets without fair market compensation, and Treasures MotorSports continued operations after Phase9MotorSports ceased meaningful activity after bankruptcy, and the transfers have left Phase9MotorSports insolvent and unable to satisfy Plaintiff’s judgment. These allegations adequately support a cause of action for successor liability.
Defendant is ordered to file an answer to the Complaint within 20 days.