Noh vs. Galbi Station, Inc.

performance or excuse for failure to perform, [3] defendant's breach, and [4] damage to plaintiff resulting therefrom.” (Munoz v. MacMillan (2011) 195 Cal.App.4th 648, 655.) “In an action based on a written contract, a plaintiff may plead the legal effect of the contract rather than its precise language.” (Construction Protective Services, Inc. v. TIG Specialty Ins. Co. (2002) 29 Cal.4th 189, 198–199.) Or, “it may be pleaded in haec verba by attaching a copy as an exhibit and incorporating it by proper reference.” (Wise v. Southern Pac. Co. (1963) 223 Cal.App.2d 50, 59.)

The Court sustains the demurrer to Plaintiff’s breach of contract claim, because the Complaint is uncertain as to the parties to the agreement. Plaintiff specifically alleges that she entered into the subject contract with Defendant Park. (See Compl. at ¶ 9.) However, Plaintiff also alleges an unspecified “buyer” deposited funds into the escrow account and that the “buyer entity” was later “amended to Galbi Station, Inc.” “California courts have adopted the principle that specific allegations in a complaint control over an inconsistent general allegation.” (Perez v.

Golden Empire Transit Dist. (2012) 209 Cal.App.4th 1228, 1236.) Because Defendant Park is alleged to be an individual, and not an entity, the allegations in the Complaint are inconsistent. This is particularly confusing because, since the Complaint was filed, Plaintiff has added two additional defendants (an individual and an entity) by Doe amendments.

Because the viability of the breach of implied covenant claim depends on the existence of a contract between the parties, the Court also sustains the demurrer to the second cause of action. (Spinks v. Equity Residential Briarwood Apartments (2009) 171 Cal.App.4th 1004, 1033, quoting Smith v. City and County of San Francisco (1990) 225 Cal.App.3d 38, 49 [“The prerequisite for any action for breach of the implied covenant of good faith and fair dealing is the existence of a contractual relationship between the parties, since the covenant is an implied term in the contract”].)

3rd COA for Promissory Estoppel “[P]romissory estoppel is a theory of recovery which is recognized by the law of this state.” (De Zemplen v. Home Federal Sav. & Loan Ass'n (1963) 221 Cal.App.2d 197, 207.) “Recovery” may be allowed where “injustice can be avoided only by enforcement of the promise, this usually occurring where the plaintiff has made a complete and substantial change of position in reliance on the promise.” (Id.) “The elements of a promissory estoppel claim are ‘(1) a promise clear and unambiguous in its terms; (2) reliance by the party to whom the promise is made; (3)[the] reliance must be both reasonable and foreseeable; and (4) the party asserting the estoppel must be injured by his reliance.’” (US Ecology, Inc. v. State of California (2005) 129 Cal.App.4th 887, 901, citation omitted.)

In her Complaint, Plaintiff generally alleges, “Defendants made clear promises to purchase Plaintiff's business”; and, “Plaintiff reasonably relied upon these promises.” (Compl. at ¶¶ 34-35.) However, as explained, above, Plaintiff’s specific allegations (that she entered into the contract with Defendant Park) takes precedence over her general allegations that all “Defendants” made “clear promises” to purchase her business. (Perez v. Golden Empire Transit Dist. (2012) 209 Cal.App.4th 1228, 1236.) As such, the demurrer to the promissory estoppel claim is sustained with leave to amend.

4th COA for Money Had and Received “A cause of action for money had and received is stated if it is alleged [that] the defendant is indebted to the plaintiff in a certain sum for money had and received by the defendant for the use of the plaintiff. The claim is viable wherever one person has received money which belongs to another, and which in equity and good conscience should be paid over to the latter.” (Avidor v. Sutter’s Place, Inc. (2013) 212 Cal.App.4th 1439, 1454 [internal

quotation marks and citations omitted]; see also CACI no. 370.)

In her complaint, Plaintiff alleges: “Defendants deposited $94,250 into escrow in connection with the transaction”; “Defendants caused the escrow to be cancelled without lawful justification”; the escrow cancellation instructions “confirmed that $94,250 remained on deposit in the escrow account”; and, “Defendants are not entitled to recover these funds because the escrow cancellation resulted from their breach.” (Compl. at ¶¶ 16-17, 39-40.)

Defendants are correct that Plaintiff has failed to state a claim for money had and received, because she has not alleged that they actually received any money that belongs to Plaintiff. At most, Plaintiff alleges Defendants are attempting to obtain funds from the escrow that she claims belongs to her. However, Plaintiff should be given an opportunity to amend this claim.

5th COA for Unjust Enrichment Defendants demur to this claim on the grounds that unjust enrichment is not recognized as a standalone cause of action. The bulk of the decisions that have expressly considered the question of whether unjust enrichment is a standalone cause of action have concluded it is not. Rather, the courts generally consider unjust enrichment as a doctrine or general principle synonymous with restitution. (See, e.g., Rutherford Holdings, LLC v. Plaza Del Rey (2014) 223 Cal.App.4th 221, 231; Levine v. Blue Shield of California (2010) 189 Cal.App.4th 1117, 1138; Jogani v. Superior Court (2008) 165 Cal.App.4th 901, 911; Melchior v. New Line Productions, Inc. (2003) 106 Cal.App.4th 779, 793.) Although the Court sustains the demurrer to unjust enrichment, Plaintiff is given leave to attempt to plead alternative theories.

6th COA for Declaratory Relief By her declaratory relief claim, Plaintiff alleges “[a]n actual controversy exists between the parties regarding the rightful ownership of the $94,250 escrow funds” and that “the funds should be awarded to Plaintiff due to Defendants’ breach.” (Compl. at ¶¶ 45-46.) Because Plaintiff’s breach of contract claim fails for uncertainty, the demurrer to this claim is sustained with leave to amend, as well.

7th COA for Constructive Trust Lastly, Plaintiff seeks the “imposition of a constructive trust over the escrow funds.” (Compl. at ¶ 49.) “[I]n order to create a constructive trust as defined in section 2224, three conditions must be satisfied: the existence of a res (property or some interest in the property); the plaintiff’s right to that res; and the defendant’s acquisition of the res by some wrongful act.” (Optional Capital, Inc. v. Das Corporation (2014) 222 Cal.App.4th 1388, 1402.) “[A] constructive trust may be imposed in practically any case where there is a wrongful acquisition or detention of property to which another is entitled.” (Weiss v. Marcus (1975) 51 Cal.App.3d 590, 600.)

Courts have allowed a plaintiff to plead the remedy of a constructive trust over a defendant’s objection that is a remedy and not a cause of action. (Shoker v. Superior Court of Alameda County (2022) 81 Cal.App.5th 271, 283 [“Phangureh's suggestion—that a constructive trust claim can never be a real property claim because constructive trust is a remedy and not a cause of action—is also unpersuasive”].) However, even when courts have allowed constructive trust to be pled as a cause of action, there must be an underlying claim which entitles the plaintiff to that relief. (See Olson v. Toy (1996) 46 Cal.App.4th 818, 823.)

Because the Court sustains the demurrers to Plaintiff’s first through sixth causes of action, at this point, there is no underlying claim upon which the relief of constructive trust could be based. As such, the demurrer to the constructive trust claim is sustained with leave to amend, as its viability depends on the existence of an underlying claim.

Plaintiff shall have 30 days from the notice of ruling to file and serve her amended complaint.

The case management conference is continued to February 8, 2027 at 10:00 a.m. in Department C27.

Defendants shall give notice of the ruling.

111 2025-01507066 1. Motion to Be Relieved as Counsel of Record 2. Case Management Conference Marquez vs. Hornet Joshua White’s, Mae-Elaine Delos Santos’ and Laurel Employment Law, APC’s motion to Acquisitionco, LLC withdraw as counsel for Plaintiff Scott Marquez is granted.

Upon the signing of the order, counsel shall serve said order on all parties. Counsel is ordered to again use their best efforts to serve the order on Plaintiff Scott Marquez, including mailing it to Plaintiff’s last known address and electronically serving Plaintiff if his email address is known.

Joshua White, Mae-Elaine Delos Santos and Laurel Employment Law, APC will be relieved as counsel of record for Plaintiff effective upon the filing of the proof of service of the signed order upon the client and Defendant.

The case management conference is continued to February 8, 2027 at 10:00 a.m. in Department C27. Moving party is ordered to submit an updated order with the continued CMC date.

Laurel Employment Law, APC shall give notice of the ruling.

112 2025-01467788 1. Motion for Determination of Good Faith Settlement 2. Case Management Conference Alazzawi vs. Fletchall Silva Defendant/Cross-Defendant Jason Michael Fletchall-Silva moves for an order determining that the settlement he reached with Plaintiff was made good faith pursuant to Code Civ. Proc., § 877.6.

“A determination by the court that the settlement was made in good faith shall bar any other joint tortfeasor or co-obligor from any further claims against the settling tortfeasor or co-obligor for equitable comparative contribution, or partial or comparative indemnity, based on comparative negligence or comparative fault.” (See Code Civ. Proc., §877.6(c)).

In order to determine a settlement was made in “good faith,” a Court takes into consideration the facts and circumstances of the particular case. (See Tech-Bilt, Inc. v. Woodward-Clyde & Associates (1985) 38 Cal.3d 488, 499).

There does not appear to be any evidence of any collusion, fraud or tortuous conduct