Ramirez, Carlos Alberto vs. Ramirez, Ramon

Maria initiated marital dissolution proceedings in 2015. In September the year prior, Carlos transferred the Atlantic Avenue property to his brother, defendant Ramon Rafael Ramirez. Carlos alleges this was done "for convenience"; with Ramon "mak[ing] payments" but with "the underlying loan remain[ing] in [Carlos's] name." Maria and Carlos later reconciled, and the dissolution proceedings were dismissed in March 2018. Shortly after that, Carlos "made repeated requests to [Ramon] to transfer the Atlantic property back" to him.

In December 2018, Carlos and Maria scheduled an appointment with a notary, the purpose of which was--for Carlos--to have Ramon execute a notarized deed returning title to the Atlantic Property. Ramon brought he and Carlos's father, Rafael Ramirez, Sr., to the appointment (also, Ramon's spouse). Ramon and Rafael insisted Ramon keep the Atlantic property. Further, they pressured Carlos to transfer the three subject properties to Ramon. At some point, this apparently evolved to a demand that Carlos transfer the three subject properties to Ramon as a condition of Ramon transferring the Atlantic property back to Carlos. Ramon and Rafael stated that if Carlos didn't transfer the subject properties, he would lose them to Maria "or through a future relationship."

Carlos relented to the pressure and executed deeds transferring the subject properties to Ramon. The transfers, however, were made solely in reliance on [Ramon's] representations that the properties would be protected and later returned." Maria later re-initiated marital dissolution proceedings. In March 2021, a family court judge scrutinized Carlos's transfer of the subject properties to Ramon "without his spouse's consent," suggesting they "appeared improper and raised concerns of potential fraud."

Members of the Ramirez family, including Ramon, gathered in December 2024 where they "acknowledged that the subject properties should be returned to [Carlos]," but Ramon refused. "[I]n or about 2025, [Ramon]," instead, "transferred to properties into a revocable trust." Carlos alleges, on information and belief, Ramon "is the settlor and trustee" of that trust. Carlos initiated this action on September 22, 2025.

Following the sustaining of two demurrers, Carlos filed his second amended complaint (SAC). The SAC includes nine causes of action. The principal substantive claims are set forth in the fourth, "fraud and deceit"; seventh, "cancellation of instruments ... procured by duress; and eighth, "breach of oral contract" causes of action. The "fraud and deceit" cause of action frames Ramon's statements inducing the property transfers as fraudulent (as evidenced by Ramon not returning the properties). The breach cause of action frames those same statements as establishing an oral agreement that Ramon breached (by not returning the properties).

The "cancellation" cause of action separately focuses on the "duress"/"coercion" aspect of the transfers--Carlos alleges he would not have executed the transfer deeds but for Ramon and Rafael, Sr.'s "coercion" when Carlos "was in a vulnerable position due to marital dissolution concerns."

In the first three causes of action, Carlos seeks to quiet title to each of the three subject properties, essentially, based on his fraud and breach claims. Carlos alleges he is equitable owner of the properties; that he purchased them, paid associated expenses; and would not have transferred the properties to Ramon--from whom he received no consideration--but for Ramon's fraudulent representation/oral agreement "that the transfer would protect the property from potential division in dissolution proceedings and would not affect [Carlos's] ownership."

The remaining causes of action, for "constructive trust" (fifth); "resulting trust" (sixth); and "specific performance - alternative equitable relief" (ninth) are claims for relief styled as causes of action based on the substantive claims described above. Ramon demurrers to each cause of action and moves to strike certain of Carlos's prayers for relief.

ANALYSIS

DEMURRER

1. Fraud

In paragraph 83 of the SAC, Carlos alleges Ramon "represented to [Carlos], in substance, that if [Carlos] did not immediately transfer title of the subject properties into [Ramon's] name, [Carlos] would lose the properties in his pending marital dissolution proceedings or through future claims by his spouse or other relationships." In paragraph 84, Carlos alleges Ramon "represented that transferring title into [Ramon's] name would protect the properties from division in the dissolution proceedings and would not affect [Carlos's] ownership interests." In paragraph 28, as noted above, Carlos earlier alleged the transfers "were made solely in reliance on [Ramon's] representations that the properties would be protected and later returned."

Focusing on paragraph 83 and ignoring paragraphs 84 and 28, Ramon maintains the fraud claim solely targets his "legal opinion" about what would happen to the properties " 'in a subsequent divorce or through a future relationship.' " He argues his representation, being "nothing more than a legal opinion by a layperson," cannot support Carlos's fraud claim. Relatedly, Ramon argues the fraud claim is time-barred because Carlos had inquiry notice regarding the falsity of his "legal opinion" when the family court judge, in March 2021, suggested the transfers could be deemed fraudulent. These arguments are without merit. Obviously, the basis of Carlos's fraud claim is that Ramon lied when he said "transferring ... would not affect [Carlos's] ownership interests" and the properties "would be ... later returned."

Indeed, Ramon's "legal opinion" would be inconsequential to Carlos's marital dilemma without the promise to hold and return the properties. Accordingly, the relevant discovery event, for statute of limitations accrual purposes, was not when the family court judge cast aspersions on the propriety of the transfers, but when Ramon expressed refusal to return title in December 2024 at the Ramirez family meeting. The demurrer to the fourth "fraud and deceit" cause of action is overruled.

2. Breach of Oral Contract

a. Statute of Frauds

Carlos's original complaint asserted an oral contract breach cause of action, alleging Ramon "was to hold title only of the properties" and that "[i]t was the intent of the parties" that Ramon would hold title "temporarily ... and would then revert to Carlos at a future date of Carlos' choosing," during which time "Carlos was to ... pay the mortgage, property taxes, and other impounds as the rightful and true owner of the properties." Ramon demurred on statute of frauds grounds. (See Civ. Code, Sec.Sec. 1091; 1624, subd. (a)(3); Code Civ. Proc., Sec. 1971 [agreements for transfer/sale of real property must be in writing].)

The court posted a tentative ruling the day before the hearing indicating it did not appear that Carlos had filed an opposition. The court noted the absence of a "written note or memorandum" and indicated it would sustain the demurrer, but with leave, noting "exceptions to the statute of frauds." Carlos had filed an opposition, but not until the day before hearing on the demurrer. Carlos did not request oral argument on the tentative ruling. The court adopted the tentative ruling. (TCSC Local Rule 700 ["The tentative ruling will become the ruling of the court if the court has not directed oral argument by its tentative ruling and notice of intent to appear has not been given."].)

Carlos filed an amended complaint again asserting an oral contract breach cause of action. Ramon again demurred, arguing that Carlos failed to plead any exceptions to the statute of frauds. The court posted a tentative ruling the day before the hearing, which was prepared, again, without the benefit of a timely filed opposition. Carlos again filed a late opposition, on the Friday before hearing of the matter the following Tuesday. The court's tentative ruling once again observed exceptions to the statute of frauds, including, specifically, the "part performance" exception under Sutton v.

Warner (1993) 12 Cal.App.4th 415 [15 Cal.Rptr.2d 632] (Sutton). The court observed, however, there were "no allegations with respect to possession which would effectuate the part-performance exception, despite allegations of partial payment of the purchase price and continued payment of the monthly payments, property taxes and expenses" (see id., at p. 422) and indicated the demurrer should be sustained. Carlos did not request oral argument on the tentative ruling. The court adopted the tentative ruling.

Carlos again asserts an oral contract breach cause of action. This time he alleges his "performance, including transfer of title, continued possession, and payment of all ownership expenses, constitutes part performance that is unequivocally referable to the agreement and sufficient to remove it from the statute of frauds." In Sutton, the Court of Appeal discussed the part performance exception to the statute of frauds on appeal from a judgment granting specific performance of an oral agreement to purchase real property in favor of former tenants, the Suttons. (Id., at p. 418.) As part of the agreement, the Suttons were to make a down payment and were required to make all mortgage payments and real estate tax payments and the sellers, the Warners, were not to have to make any payments. (Ibid.)

Sutton observed, " '[u]nder the doctrine of part performance, the oral agreement for the transfer of an interest in real property is enforced when the buyer has taken possession of the property and either makes a full or partial payment of the purchase price, or makes valuable and substantial improvements on the property, in reliance on the oral agreement.' " (Id., at p. 422, italics omitted, citation omitted.) In Sutton, the nature of the Sutton's possession as tenants was presented by the Warners as a bar to accepting the Warners' evidence of having made payments (and having made some improvements) as substantial evidence of their part performance.

The court's determination on that specific issue--which was essentially that "prior possession by the purchaser is not an absolute bar to proof of a change in the character of the possession after the making of a parol contract of sale" (id., at p. 423)--is not particularly relevant to this case.

Somewhat applicable to this case is Sutton 's determination of whether the Sutton's "other actions," i.e., payments and improvements, coupled with their continued possession, were "sufficiently related to the parol option contract to constitute part performance." (Ibid.) Sutton had observed that, as to the performance analysis, "[t]he part performance by the buyer must clearly relate to, and must be pursuant to, the terms of the oral agreement." (Id., at p. 422.) The trial court had determined the Sutton's actions--making a down payment, increasing monthly payments from the rental amount by the precise amount of the mortgage payment, payment of property taxes, and paying for certain improvements--"were unequivocally related to the purchase agreement." (Id., at p. 424.)

The Court of Appeal concluded "[t]he actions taken by the Suttons in reliance upon the oral agreement, when considered together with the Warners' admission that there was an oral agreement of some duration, satisf[ied] both elements of the part performance doctrine--evidence of the existence of the oral contract on the terms found by the court and reliance by the Suttons upon that contract warranting specific performance relief." (Ibid.)

While Sutton states principles somewhat applicable to the instant case, it is important to distinguish the distinct factual scenario presented there, an oral agreement to purchase real property in favor of former tenants, from the scenario presented here, an oral agreement under which Ramon agreed to hold title to property for Carlos's benefit during a marital dissolution, and to return title to him after. The court believes it is clear that the statute of frauds applies to the alleged oral agreement between the parties (see Byrne v. Laura (1997) 52 Cal.App.4th 1054, 1068 [60 Cal.Rptr.2d 908] (Byrne)), but also finds that Sutton can only properly be relied upon, in this distinct scenario, for its statement of general equitable principles.

Of some assistance here, Sutton explains: "Two distinct elements underlie application of the part performance exception: 'first, the extent to which the evidentiary function of the statutory formalities [of the statute of frauds] is fulfilled by the conduct of the parties; second, the reliance of the promisee, providing a compelling substantive basis for relief in addition to the expectations created by the promise.' [Citation.]" (Sutton, supra, 12 Cal.App.4th., at p. 422.) Generalizable to the instant case, the court concludes that an exception to the statute of frauds is supported by the SAC if the allegations reflect conduct of the parties evidencing the alleged oral agreement, and reliance by Carlos that reflects a compelling substantive basis for deeming that oral agreement enforceable.

Ultimately, " 'the part performance doctrine rests on estoppel and virtual fraud.' [Citation.]" (Ibid.) And, more broadly: " 'The doctrine of estoppel to assert the statute of frauds has been consistently applied by the courts of this state to prevent fraud that would result from refusal to enforce oral contracts in certain circumstances. Such fraud may inhere in the unconscionable injury that would result from denying enforcement of the contract after one party has been induced by the other seriously to change his position in reliance on the contract ... .' " (Byrne, supra, 52 Cal.App.4th at p. 1068.)

The court has no difficulty in determining that the allegations of the SAC support application of such equitable principles in the circumstances of this case. Carlos alleges his "performance, including transfer of title, continued possession, and payment of all ownership expenses, constitutes part performance that is unequivocally referable to the agreement and sufficient to remove it from the statute of frauds." More specifically, Carlos alleges that he has paid for everything in connection with the subject properties and Ramon has paid nothing. These allegations clearly support that an unconscionable injury would result from denying enforcement of the alleged oral agreement because Ramon would benefit not just from three free real properties, but from Carlos having paid all expenses from them in reliance on his alleged agreement to eventually return title.

Ramon's only argument is that Carlos's claimed performance of having paid for all the expenses of the properties is insufficient to establish the part performance exception because it was "not unequivocally referable to the oral agreement." Ramons claims Carlos paying for everything is insufficient because "[t]hese acts are equally consistent with [Carlos's] claimed status as the equitable owner of the properties independent of any separate oral reconveyance contract." This is, of course, completely nonsensical.

Carlos's paying for everything relating to the properties clearly "relates" to the alleged agreement that Ramon was holding the properties for Carlos's benefit--otherwise, Ramon would be expected to pay these expenses himself (consistent with being the owner). This performance is, of course, "consistent with [Carlos's] claimed status as the equitable owner" precisely because the specific agreement alleged was that Ramon would hold the property during the dissolution for Carlos's benefit, but Carlos would be the true (i.e., "equitable") owner, and Ramon would return the property after the dissolution was over.

b. Consideration

Ramon further argues the alleged agreement fails for lack of consideration. The court need not address this argument at great length. It might be a good argument if Carlos had asserted Ramon breached the alleged oral agreement by refusing to accept and hold title to Carlos's properties for Carlos's benefit, but, of course, it is entirely without merit as a defense to Ramon's obligation to return the properties to which he allegedly did, indeed, take title, given the equitable considerations just discussed. Accordingly, the demurrer is overruled to the eighth "breach of oral contract" cause of action.

3. Cancellation of Deeds - Duress

Ramon characterizes Carlos's cause of action to cancel the transfer deeds based on duress, in essence, as an action to rescind the alleged agreement that Ramon would accept and hold title to Carlos's properties for Carlos's benefit. Ramon then posits that a thing of value that he gave up in this agreement is the Atlantic property, and he argues that, in order to support the cancellation cause of action, Carlos was required to allege, and he fails to allege, "willingness or ability to restore to [Ramon] ... the Atlantic property." Ramon cites Fleming v. Kagan (1961) 189 Cal.App.2d 791 for the principle, codified in Civil Code section 1691, that to obtain cancellation of a contract, the party seeking cancellation must restore to the other party everything of value which he has received under the contract.

The SAC, however, obviously does not set up the Atlantic property as something Ramon received under the alleged oral agreement. The SAC sets up, instead, that Carlos bought the Atlantic property and, the year prior to the initial commencement of dissolution proceedings by his former spouse, transferred it to Ramon with the expectation that he would return title to Carlos, and then when Carlos sought to have Ramon return title to the property, he (and their father) leveraged Ramon's title position to "pressure[], intimidate[], and coerce[]" Carlos to transfer the three subject properties in exchange. Needless to say, the oral agreement that Carlos alleges existed, the subject of his breach claim, was clearly not for Ramon to keep the property he agreed, but refused, to turn over in exchange for three more of Carlos's properties.

In any event, and more to the point, Carlos does not seek to cancel an alleged oral agreement, he seeks to enforce one, and separately, he seeks to cancel the deeds he signed as a product of pressure, intimidation and coercion, and, in both claims, has the same aim, getting title back from Ramon to properties he alleges Ramon promised (or fraudulent represented) he would return. Ramon further argues, the court notes, that these allegations of pressure, intimidation and coercion, are undermined by other allegations that the notary present at the December 2018 appointment "advised" Carlos to "reconsider" and offered him "additional time to think," since they reflect "[t]he availability of a meaningful choice," which is "inconsistent with the involuntary execution required to void instruments for duress."

The court does not find, however, this allegation by Carlos undermines his allegations of duress and, rather, finds this ground concerns factual matters of proof, not properly addressed at the demurrer stage. Accordingly, the demurrer is overruled to the seventh, "cancellation of instruments ... procured by duress" cause of action.

4. Quiet title causes of action

The quiet title causes of action are based on Carlos's fraud and breach claims and Ramon demurrers to them on the same grounds that he demurrers to those claims. Accordingly, as the demurrer is overruled to the fraud and breach claims, so it is also overruled as to the quiet title causes of action.

5. Constructive trust, resulting trust and specific performance causes of action

Ramon correctly points out that the causes of action for "constructive trust" (fifth); "resulting trust" (sixth); and "specific performance - alternative equitable relief" (ninth) are claims for relief, that, while presented as causes of action, are not. (Glue-Fold, Inc. v. Slautterback Corp. (2000) 82 Cal.App.4th 1018, 1023, fn. 3 [98 Cal.Rptr.2d 661] [constructive trust is a remedy, not a cause of action]; Green Valley Landowners Assn. v. City of Vallejo (2015) 241 Cal.App.4th 425, 433 [194 Cal.Rptr.3d 19] [specific performance is a remedy, not a cause of action]; Stansfield v. Starkey (1990) 220 Cal.App.3d 59, 76 [269 Cal.Rptr. 337] [constructive trust and resulting trust are remedies, not causes of action].) Ramon demurrers to these causes of action insofar as they assert claims for relief, not causes of action.

Carlos acknowledges as much and only asserts the "labels ... do not justify discarding the underlying factual allegations or requested equitable relief." Carlos requests leave "to recast constructive trust, resulting trust, and specific performance as remedies and equitable theories incorporated into the quiet-title, fraud, cancellation, and contract causes of action." The court finds Carlos presents a fitting course of action for the circumstances. The demurrer is sustained to the "constructive trust" (fifth); "resulting trust" (sixth); and "specific performance - alternative equitable relief" (ninth), with leave to amend solely to incorporate these claims for relief into the other substantive causes of action against which the demurrer has been overruled.

MOTION TO STRIKE

Ramon moves to strike allegations pertaining to punitive damages and attorney's fees. Carlos concedes the attorney's fees prayer should be stricken. The SAC does not reveal a basis for an award of attorney's fees and, accordingly, the prayer for attorney's fees is stricken.

Ramon asserts Carlos's prayer for punitive damages must be stricken because it is supported solely by conclusory allegations. Carlos's fraud cause of action includes conclusory allegations that "DEFENDANT's conduct was willful, intentional, and carried out with conscious disregard for PLAINTIFF's rights, thereby entitling PLAINTIFF to an award of punitive damages," and he includes a prayer "For punitive damages as permitted by law." Carlos correctly notes, however, that the SAC includes specific allegations of fraud. Under Civil Code section 3294, subdivision (a), "[i]n an action for the breach of an obligation not arising from contract, where it is proven by clear and convincing evidence that the defendant has been guilty of [inter alia] fraud ... the plaintiff, in addition to the actual damages, may recover damages for the sake of example and by way of punishing the defendant."

In the SAC, Carlos alleges Ramon exploited Carlos feeling of vulnerability during his marital dissolution proceedings and leveraged that vulnerability during the notary meeting, and that Ramon fraudulently misrepresented that the transfers would preserve Carlos's ownership despite that Ramon would ultimately fail to return the properties as allegedly agreed, and, instead transferred title into his trust. The court finds such allegations sufficiently support Carlos's prayer for punitive damages at the pleading stage.

Additionally, Ramon moves to strike Carlos's prayer "For a judgment that PLAINTIFF is the equitable owner of Subject Property #1, Subject Property #2, and Subject Property #3, and is entitled to legal title thereto." Ramon asserts this prayer is duplicative of Carlos's other prayers, "For a decree quieting title in favor of PLAINTIFF against all adverse claims" and "For a declaration that DEFENDANT holds title to the Subject Properties for the benefit of PLAINTIFF." The court is not persuaded, based on Ramon's uncited and unsupported arguments that the prayers are entirely duplicative and, accordingly, denies the motion to strike Carlos's prayer for a determination that he is the equitable owner of the subject properties.

If no one requests oral argument, under Code of Civil Procedure section 1019.5(a) and California Rules of Court, rule 3.1312(a), no further written order is necessary. The minute order adopting this tentative ruling will become the order of the court and service by the clerk will constitute notice of the order. Court reporters are usually not available for law and motion matters in the civil division. The parties and counsel must provide their own reporter if they want a transcript of the proceedings.

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