Maimaitiyiming vs. The Shops at Mission Viejo LLC

Plaintiff argues that “[a]s a guarantor recognized and defined by California statute, Plaintiff has both the legal status and the statutory authority to assert rights and defenses in this proceeding.” “A surety or guarantor is one who promises to answer for the debt, default, or miscarriage of another, or hypothecates property as security therefor.” (Civ. Code, § 2787.) Importantly, however, “[a] guarantor may validly waive rights and defenses in the guaranty contract.” (Central Building, LLC v. Cooper (2005) 127 Cal.App.4th 1053, 1059.) Thus, just because a party is a guarantor to a contract, does not necessarily mean that the party has rights under the contract. Plaintiff has not provided legal authority establishing otherwise.

Moreover, case law is clear that “[i]f the action is based on an alleged breach of a written contract, the terms must be set out verbatim in the body of the complaint or a copy of the written instrument must be attached and incorporated by reference.” (Otworth v. Southern Pac. Transportation Co. (1985) 166 Cal.App.3d 452, 458–459.) The Court notes that Plaintiff included the contract in the opposing papers. However, the Court is unable to consider the contract/lease in determining the merits of the demurrer because, in determining the merits of a demurrer, “we accept as true all the material facts properly pleaded and we do not go beyond the four corners of the complaint, except as to matters which may be judicially noticed.” (Thorburn v.

Department of Corrections (1998) 66 Cal.App.4th 1284, 1287– 1288 [emphasis added].) “The only issue involved in a demurrer hearing is whether the complaint, as it stands, unconnected with extraneous matters, states a cause of action [citation].” (SKF Farms v. Superior Court (1984) 153 Cal.App.3d 902, 905.)1

Given the caselaw above, the Court finds that Plaintiff has not sufficiently alleged the terms of the contract at issue or attached the contract at issue in the Complaint to establish that she was in privity of contract with Defendant and has the right to recover against Defendant pursuant to the contract.

In addition, the Court notes that the injuries that Plaintiff claims appear to be injuries to Nijat M. Abdukerim LLC dba Bab Hop Playground – not Plaintiff as an individual. For example, Plaintiff alleges that she was damaged because she lost money that she “personally invested in substantial funds, time, and resources into Nijat M. Abdukerim LLC [DBA: Baby Hop Playground] in reliance on the lease and the project moving forward.” Based on the allegations in the Complaint, Plaintiff’s business with Defendant was conducted on behalf of Nijat M. Abdukerim LLC and was not conduct in her individual capacity. For these reasons, the Demurrer to the second cause of action for breach of contract is SUSTAINED WITH LEAVE TO AMEND.

Likewise, because Plaintiff’s allegations in the First Amended Complaint are uncertain as to the second cause of action for breach of contract, the third cause of action for breach of quiet enjoyment is uncertain as well since it is unclear what rights Plaintiff holds to the quiet enjoyment of the property at issue since it appears the rights to lease the property belonged to Nijat M. Abdukerim LLC, not Plaintiff as an individual. As such, the Demurrer to the third cause of action for breach of quiet enjoyment is SUSTAINED WITH LEAVE TO AMEND.

Plaintiff’s fourth cause of action for breach of the implied covenant of good faith and fair dealing also depend on the validity of the breach of contract cause of action. “The covenant of good faith is read into contracts in order to protect the express covenants or promises of the contract, not to protect some general public policy interest not directly tied to the contract’s purposes.” (Berlanga v. University of San Francisco (2024) 100 Cal.App.5th 75, 88, reh’g denied (Mar. 15, 2024); see also Careau & Co. v. Security Pacific Business Credit, Inc. (1990) 222 Cal.App.3d 1371, 1393.) “Without a contractual relationship, [a plaintiff] cannot state a cause of action for breach of the implied covenant.” (Ibid.) Given the above, the Demurrer to the fourth cause of action for breach of the implied covenant of good faith and fair dealing is SUSTAINED WITH LEAVE TO AMEND.

Last, in addition to the standing issues discussed above, the Court also finds that fifth cause of action for wrongful interference, coercion, concealment, misrepresentation, retaliation, harassment, and related wrongful conduct is also generally uncertain because the Complaint fails to separately state these causes of action. (Cal. Rules of Court, rule 2.112 and Code Civ. Proc., § 425.10.) Each of these legal theories must be separate stated and contain a “statement of the facts constituting the cause of action, in ordinary and concise language.” (Code Civ. Proc., § 425.10, subd. (a).) As such, the Demurrer to the fifth cause of action is SUSTAINED WITH LEAVE TO AMEND.

Plaintiff’s first cause of action for declaratory relief depend on the validity of the causes of action. For the reasons discussed above, the Demurrer to the first cause of action for declaratory relief is SUSTAINED WITH LEAVE TO AMEND.

Given the above, the Demurrer is SUSTAINED WITH 20 DAYS LEAVE TO AMEND. The Court notes that Plaintiff did not file a proof of service for the opposition. This is improper. Plaintiff MUST serve Defendant and file a proof of service of any document filed with the Court pursuant to code.2 Moving Defendant to give notice.

102 Bunker Hill Apartments, LLC vs. GMS Group Inc.

25-01505195 Demurrer to Complaint Plaintiffs Bunker Hill Apartments LLC (“Bunker Hill”) and Tony Holder (“Holder” and collectively, “Plaintiffs”) demur to the Complaint in Intervention (“CII”) of Dr. Mohammed Khalid Haridy Ghafeer (“Ghafeer”).

Claims Against Holder Individually Plaintiffs argue the CII does not allege facts to state a claim against Holder individually because it does not allege facts to plead alter ego or show that Holder himself participated in any misconduct. Plaintiffs themselves allege in their own Complaint that they entered into a valid and enforceable contract with GMS Group, Inc. (“GMS”) for the purchase of real property. Holder also asserts tort claims such as fraud and negligent misrepresentation arising out of the transaction.

In the CII, Ghafeer alleges tort and contract claims against Bunker Hill and Holder based on the same facts and transaction. Holder cannot reasonably assert claims as a plaintiff in his individual capacity and argue at the same time that he was not involved in the transaction in his individual capacity. The two positions are wholly inconsistent. Thus, the Demurrer as to Holder individually is OVERRULED. (See Alameda County Waste Management Authority v. Waste Connections US, Inc. (2021) 67 Cal.App.5th