clause unenforceable. (Carmona v. Lincoln Millenium Car Wash, Inc. (2014) 226 Cal.App.4th 74, 84 n.4 [adhesive contract is one factor court may consider in deciding degree of procedural unconscionability]; (Lagatree v. Luce, Forward, Hamilton & Scripps (1999) 74 Cal.App.4th 1105, 1127).

Next, Plaintiffs contend they did not understand, and no reasonable patient would understand, that a health-plan enrollment form silently waives jury rights for catastrophic, intentional, statutory, and post- treatment cover-up claims. However, the court rejects this argument for the reasons previously stated. The Arbitration Agreement is not ambiguous, and Plaintiff knowingly signed it.

Because there is a limited degree of procedural unconscionability as the Arbitration Agreement is a contract of adhesion, Plaintiffs must show a high degree of substantive unconscionability to support a finding that the provision is unenforceable. (Armendariz, supra, 24 Cal.4th at 114).

With regards to substantive unconscionability, Plaintiffs argue that Defendants seek to compel Plaintiffs into a private forum created for Kaiser member disputes while leaving Plaintiffs to litigate overlapping claims, parties, and factual issues in Superior Court, that forces duplicative expense. But this argument does not apply here. Plaintiffs have not demonstrated that any of their claims are not subject to arbitration. Furthermore, Plaintiffs submitted to arbitration for all their claims, but unilaterally terminated it.

Based on these arguments, the court finds that the Arbitration Agreement is not unenforceable due to unconscionability.

Accordingly, the motion is GRANTED.

The court will STAY this action pending resolution of the parties’ arbitration. (See Code Civ. Proc., § 1281.2.)

The court sets a Status Conference Re: Status of Arbitration for May 06, 2027, at 09:00 am, in this department.

Defendants to give notice. 3 CA Billing, LLC vs. Defendants Oceanfront Recovery at Laguna Beach, LLC and Robert Hillis Hillis demur to the second cause of action in the First Amended Complaint (“FAC”) filed by Plaintiff CA Billing, LLC. For the following reasons, the demurrer is OVERRULED.

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Defendants shall answer within 10 days.

General standard on a Demurrer

In ruling on a demurrer, a court must accept as true all allegations of fact contained in the complaint. (Blank v. Kirwan (1985) 39 Cal.3d 311, 10

318.) A demurrer challenges only the legal sufficiency of the affected pleading, not the truth of the factual allegations in the pleading or the pleader’s ability to prove those allegations. (Cundiff v. GTE Cal., Inc. (2002) 101 Cal.App.4th 1395, 1404-05.)

A demurrer does not lie to a portion of a cause of action. (PH II, Inc. v. Superior Court (1995) 33 Cal.App.4th 1680, 1682.) “[A] demurrer cannot rightfully be sustained to part of a cause of action or to a particular type of damage or remedy.” (Kong v. City of Hawaiian Gardens Redevelopment Agency (2002) 108 Cal.App.4th 1028, 1047.)

The essential allegations for a fraud claim include “(a) misrepresentation (false representation, concealment, or nondisclosure); (b) knowledge of falsity (or ‘scienter’); (c) intent to defraud, i.e., to induce reliance; (d) justifiable reliance; and (e) resulting damage.” (Engalla v. Permanente Medical Group, Inc. (1997) 15 Cal.4th 951, 974.) Facts must be plead with particularity, and this requirement “necessitates pleading facts which ‘show how, when, where, to whom, and by what means the representations were tendered.’“ (Lazar v. Superior Court (1996) 12 Cal.4th 631, 645, italics in original.)

“Promissory fraud” is “a subspecies of the action for fraud and deceit. A promise to do something necessarily implies the intention to perform; hence, where a promise is made without such intention, there is an implied misrepresentation of fact that may be actionable fraud.” (Lazar, supra, 12 Cal.4th at p. 638.) Its elements are “(1) a promise made regarding a material fact without any intention of performing it; (2) the existence of the intent not to perform at the time the promise was made; (3) intent to deceive or induce the promisee to enter into a transaction; (4) reasonable reliance by the promisee; (5) nonperformance by the party making the promise; and (6) resulting damage to the promise[e].” (Rossberg v.

Bank of America, N.A. (2013) 219 Cal.App.4th 1481, 1498.) “As with any other form of fraud, each element of a promissory fraud claim must be alleged with particularity.” (Ibid.; see Beckwith v. Dahl (2012) 205 Cal.App.4th 1039, 1059-1060.)

The specificity requirement is not absolute. Less specificity is required when “it appears from the nature of the allegations that the defendant must necessarily possess full information concerning the facts of the controversy,” and because “less particularity is required when the facts lie more in the knowledge of the opposite party.” (Committee on Children’s Television, Inc. v. General Foods Corp. (1983) 35 Cal.3d 197, 217.)

The FAC pleads two distinct fraud theories within the second cause of action: 1) fraudulent inducement at contract formation in December 2019. (FAC, ¶¶ 24-30.), and 2) a continuing course of false assurances made after Oceanfront fell behind on payments in 2021, alleged to have 11

induced Plaintiff to keep performing. (FAC, ¶¶ 31-34.) The amendments cure the Court’s concerns as to the second, but not fully as to the first.

2021-2023 Representations

With respect to the 2021 through 2023 representations, the FAC now alleges that Oceanfront’s employee Keenen Diamond, writing at Hillis’ direction, emailed Abdul Ahmed on February 28, 2023 that he would “get 3 invoices paid in next 30 days”; that Diamond emailed Abdul Ahmed and Ricky Bui on March 22, 2023 that “AR is good” and that “2-3 [invoices will be paid] by end of month”; and that Diamond emailed Ricky Bui, Cody Parks and Abdul Ahmed on October 4, 2022 that Oceanfront would pay current invoices on time “plus extra each month” and “will get it taken care of.” (FAC, ¶¶ 32-33.) The FAC further alleges these representations were made “orally during calls and meetings and in follow-up written communications.” (FAC, ¶ 31.)

These allegations identify the speaker, the recipients, the dates, the means, and the substance of each representation, and so plead facts showing “how, when, where, to whom, and by what means the representations were tendered.” (Lazar, supra, 12 Cal.4th at p. 645.)

Defendants do not contend that these particular allegations lack specificity. Their memorandum describes the three emails accurately in a footnote and makes no argument about their particularity. Defendants argue instead that representations made in 2022 and 2023 are “at best, future promises” that cannot support a fraud claim because they postdate formation. That argument reaches only the first theory. The FAC alleges a second, independent act of reliance: that Plaintiff continued providing services it would otherwise have discontinued. (FAC, ¶¶ 31-34.)

Defendants’ reliance on Tenzer is misplaced. Tenzer holds that nonperformance alone will not establish fraudulent intent, but the same page collects the circumstances from which such intent may be inferred, including “his continued assurances after it was clear he would not perform.” (Tenzer v. Superscope, Inc. (1985) 39 Cal.3d 18, 30.) The FAC seems to allege the same. Riverisland, cited alongside Tenzer, is a parol evidence case decided on summary judgment; it does not address pleading standards, and at the page cited it summarizes Tenzer. Schied, which Defendants cite for waiver by affirmance, was decided after trial and holds that whether a party’s conduct waives asserted fraud “is a problem of fact to be determined by the trial court or jury.” (Schied v. Bodinson Mfg. Co. (1947) 79 Cal.App.2d 134, 143.) Waiver is an affirmative defense not resolvable on demurrer.

2019 Fraudulent Inducement

Defendants’ arguments regarding the December 2019 representations are stronger. Paragraph 24 still does not allege how or 12

where those representations were made; it alleges only that “Hillis made representations of material fact.” Paragraphs 27 and 28 still do not identify any specific statement made about Oceanfront’s financial condition. The Court’s concern about the date is cured: paragraph 24 now alleges late December 2019, consistent with the December 26, 2019 execution date alleged at paragraph 10.

As to concealment, Defendants overstate the law in arguing that a fiduciary relationship is required. There are “four circumstances in which nondisclosure or concealment may constitute actionable fraud: (1) when the defendant is in a fiduciary relationship with the plaintiff; (2) when the defendant had exclusive knowledge of material facts not known to the plaintiff; (3) when the defendant actively conceals a material fact from the plaintiff; and (4) when the defendant makes partial representations but also suppresses some material facts.” (LiMandri v.

Judkins (1997) 52 Cal.App.4th 326, 336, quoting Heliotis v. Schuman (1986) 181 Cal.App.3d 646, 651.) The parties’ contractual relationship supplies the transactional relationship those circumstances presuppose. Less specificity is also required of a nondisclosure claim, because the Lazar formulation is “intended to apply to affirmative misrepresentations” and it is “harder to apply this rule to a case of simple nondisclosure.” (Alfaro v. Community Housing Improvement System & Planning Assn., Inc. (2009) 171 Cal.App.4th 1356, 1384.)

These deficiencies do not carry the demurrer. It is error to sustain a demurrer where the plaintiff has stated a cause of action under any possible legal theory (Aubry, supra, 2 Cal.4th at p. 967), and a demurrer does not lie to a portion of a cause of action (PH II, supra, 33 Cal.App.4th at p. 1682).

Defendants also do not sufficiently establish that Plaintiff’s fraud claim is barred by the statute of limitations. The Complaint was filed August 20, 2025. The representations alleged on October 4, 2022, February 28, 2023 and March 22, 2023 all fall within the three-year period. (Code Civ. Proc., § 338, subd. (d).) “[T]o prevail on a demurrer based on the statute of limitations, a defendant must establish the entire cause of action is untimely.” (Pointe San Diego Residential Community, L.P. v.

Procopio, Cory, Hargreaves & Savitch, LLP (2011) 195 Cal.App.4th 265, 274.) And “[a] demurrer based on a statute of limitations will not lie where the action may be, but is not necessarily, barred,” and “the defect must clearly and affirmatively appear on the face of the complaint; it is not enough that the complaint shows that the action may be barred.” (Committee for Green Foothills v. Santa Clara County Bd. of Supervisors (2010) 48 Cal.4th 32, 42, quoting Geneva Towers Ltd. Partnership v. City and County of San Francisco (2003) 29 Cal.4th 769, 781.)

It does not so appear here.

Uncertainty is listed as a ground for demurrer, but Defendants do not address that ground in their memorandum. Demurrers for uncertainty are disfavored, and are “granted only if the pleading is so 13

incomprehensible that a defendant cannot reasonably respond.” (Lickiss v. Financial Industry Regulatory Authority (2012) 208 Cal.App.4th 1125, 1135 [agreeing that “demurrers for uncertainty are disfavored”].) They are strictly construed “because ambiguities can be clarified under modern discovery procedures.” (Khoury v. Maly’s of California, Inc. (1993) 14 Cal.App.4th 612, 616.) Defendants’ memorandum reflects a detailed understanding of the claim.

Defendants shall give notice. 4 Li vs. Shen The court GRANTS Plaintiff Hong Li’s motion for leave to file a proposed second amended complaint.

Standard on Motions for Leave to Amend

Civil Procedure Code Section 473(a)(1) provides that “[t]he court may . . . in its discretion, after notice to the adverse party, allow, upon any terms as may be just, an amendment to any pleading . . . .” The court’s discretion will usually be exercised liberally to permit amendment of the pleadings. (Howard v. County of San Diego (2010) 184 Cal.App.4th 1422, 1428.)

Procedural Requirements

A motion to amend a pleading before trial must: (1) include a copy of the proposed amendment or amended pleading, which must be serially numbered to differentiate it from previous pleadings or amendments; and (2) state what allegations in the previous pleading are proposed to be deleted/added, if any, and where, by page, paragraph, and line number, the deleted/additional allegations are located. (Cal. Rules of Ct., Rule 3.1324(a).) The motion must also be supported by a declaration that specifies: (1) the effect of the amendment; (2) why the amendment is necessary and proper; (3) when the facts giving rise to the amended allegations were discovered; and (4) the reasons why the request for amendment was not made earlier. (Cal. Rules of Ct., Rule 3.1324(b).)

Here, Plaintiff complied with the procedural requirements of Rule 3.1324. (See Deng Decl. ¶¶ 2-8, Exs. A-B.)

The Proposed SAC adds Decedent’s two wrongful death heirs as Proposed Plaintiffs, deletes reference to dismissed defendants; and deletes dismissed causes of action. Plaintiff Li submits sufficient evidence to show the proposed plaintiffs consent to being joined as party plaintiffs. (See Deng Decl. ¶¶ 8-9.)