Bunker Hill Apartments, LLC vs. GMS Group Inc.

They show Ghafeer’s claim of entitlement to possession of the funds, Plaintiffs’ wrongful acts in preventing Ghafeer from taking immediate possession, and Ghafeer’s damages. Thus, the Demurrer to the first cause of action is OVERRULED.

Second Cause of Action for Slander of Title Plaintiffs contend this cause of action fails because the CII does not allege any publication disparaging title to real property or a recognized title interest in personal property. “To state a claim for slander of title, a plaintiff must allege ‘(1) a publication, (2) which is without privilege or justification,’ (3) which is false, and (4) which ‘causes direct and immediate pecuniary loss.’” (Schep v. Capital One, N.A. (2017) 12 Cal.App.5th 1331, 1336.)

Ghafeer alleges that Plaintiffs have defamed title of the funds held by La Costa by expressing to La Costa and GMS that the funds belong to Plaintiffs, this conduct has clouded the title to said funds and the claims made by Plaintiffs are not privileged and are false, and Ghafeer has been damaged by loss of possession and use of the funds. These allegations presume a publication made to La Costa and GMS by Plaintiffs. Thus, Plaintiffs’ contention that no publication is alleged lacks merit. Further, the allegations establish Ghafeer’s interest in the property, the lack of privilege or justification and falsity of the publication, and damages.

Thus, the Demurrer to the second cause of action is OVERRULED.

Third Cause of Action for Breach of Contract Plaintiffs argue this cause of action fails because Ghafeer was not the original buyer under the purchase agreement and there is no alleged valid assignment. Plaintiffs contend that a valid assignment could have only been obtained through written consent. They further contend that Ghafeer has not adequately alleged status as a third party beneficiary. Ghafeer alleges that Plaintiffs and GMS entered into the written contract for the same of property and GMS assigned to Ghafeer and Joseph Khadige its interest in the property.

Ghafeer alleges on information and belief that Plaintiffs were notified about the assignment and Ghafeer and Khadige became intended third-party beneficiaries. The purchase agreement was entered into between GMS and Bunker Hill. Ghafeer was not a party to the contract. Paragraph 23 of the agreement provides, in relevant part: Buyer shall have the right to assign all of Buyer’s interest in this Agreement to Buyer’s own trust or to any wholly owned entity of Buyer that is in existence at the time of such assignment.

Otherwise, Buyer shall not assign all or any part of Buyer’s interest in this Agreement without first having obtained the separate written consent of Seller to a specified assignee. Paragraph 23 further requires that Buyer disclose the name of the assignee and the amount of any monetary consideration between Buyer and the assignee to Seller prior to any assignment. Ghafeer was not a party to the contract. Further, Ghafeer has not alleged sufficient facts showing that a valid and enforceable assignment was made to him by GMS.

Thus, his breach of contract cause of action is untenable unless he has adequately alleged third-party beneficiary standing. Ghafeer argues that Plaintiffs’ Demurrer is based on matters outside of the CII and that are not subject to judicial notice. However, Ghafeer’s cause of action is based on the purchase agreement and, therefore, the purchase agreement becomes part of the CII and may be considered on demurrer. (Qualcomm, Inc. v. Certain Underwriters at Lloyd’s, London (2008) 161 Cal.App.4th 184, 191.)

Ghafeer further argues that the alleged assignment was not of rights under the purchase agreement but of rights to the property after the close of the sale, such that consent to the assignment was not required. This argument does not help save Ghafeer’s breach of contract cause of action because Ghafeer is expressly alleging that Plaintiffs breached the purchase agreement, not some other agreement between Ghafeer and GMS. Thus, Ghafeer must allege facts showing that he has standing under the purchase agreement to support his cause of action.

Civil Code section 1559 provides: “A contract, made expressly for the benefit of a third person, may be enforced by him [or her] at any time before the parties thereto rescind it.” “Expressly” means explicitly, definitely, and directly. (Schauer v. Mandarin Gems of Cal., Inc. (2005) 125 Cal.App.4th 949, 957-958.) “‘The contracting parties must have intended to confer a benefit on the third party.’ [Citation.] ‘The effect of the section is to exclude enforcement by persons who are only incidentally or remotely benefited.’” (Spinks v.

Equity Residential Briarwood Apartments (2009) 171 Cal.App.4th 1004, 1022.) Here, the agreement does not evince any intent of GMS or Bunker Hill to confer a benefit on Ghafeer and Ghafeer cannot rely on inadequate allegations of assignment to support third-party beneficiary standing. Further, Ghafeer’s third-party beneficiary allegations rest upon the allegation that assignment was made on May 19, 2025. This is after the purchase agreement was entered into on April 30, 2025. Any assignment made after GMS and Bunker Hill entered into the contract cannot be used to demonstrate that the parties entered into the contract with an intent to confer a benefit to Ghafeer.

Thus, the Demurrer to the third cause of action is SUSTAINED with 20 days’ leave to amend.

Fourth Cause of Action for Declaratory Relief Plaintiffs argue that this cause of action fails because it relies on defective standing, assignment, and ownership allegations and Ghafeer has no contractual escrow rights. Ghafeer alleges that he is entitled to the funds but Plaintiffs also claim entitlement to the same and seeks a declaration regarding the controversy and a determination as to who is entitled to the funds. These allegations do not rest solely upon Ghafeer’s alleged standing under the purchase agreement. Instead, they also rely on Ghafeer’s allegations that he supplied the funds that were deposited into escrow, and he is entitled to their return in light of Plaintiffs’ cancellation of the sale. Thus, Plaintiffs’ arguments against this cause of action lack merit and the Demurrer to the fourth cause of action is OVERRULED. Moving party to give notice.

103 Geer vs. Sims

25-01508856 1. Demurrer to Complaint 2. Motion to Strike Portions of Complaint 3. Case Management Conference Defendant Mark Husum Sims (“Defendant”) demurs to the Complaint of plaintiffs Hannah Louise Geer and Melanie Danielle Marquis (“Plaintiffs”) on the ground that the intentional tort cause of action fails to allege sufficient facts. Defendant further moves to strike the claim for punitive damages.

This action arises out of a June 7, 2024 vehicle collision that occurred while Plaintiffs were stopped at a red light. Plaintiffs allege that Defendant, while under the influence of alcohol, rear ended their vehicle. (Compl. at p. 6, ¶ 2.) Plaintiffs allege that the collision was of significant force and resulted in major damages to Plaintiffs and Plaintiffs’ vehicle, which Defendant knew or reasonably should have known would cause injuries to Plaintiffs. (Ibid.) After the impact, Defendant immediately intentionally fled the scene of the incident, despite personally observing the serious injuries to Plaintiffs. (Id. at p. 6, ¶ 3.)

Intentional Tort “If the complaint states a cause of action under any theory, regardless of the title under which the factual basis for relief is stated, that aspect of the complaint is good against a demurrer.” (Quelimane Co. v. Stewart