Judgment on the Pleadings
Case No. 23CV426393 Judgment on the Pleadings Before the court is a motion for judgment on the pleadings as to the first cause of action for breach of contract and third cause of action for declaratory relief by defendant Brandt Maxwell. Pursuant to California Rule of Court 3.1308, the court issues its tentative ruling as follows.
I. BACKGROUND Plaintiff Von Raesfeld Family Partnership LP (“Plaintiff”) is the owner and landlord of the subject property located at 660 Lafayette Street in Santa Clara, California (“Subject Property”). (Complaint, ¶¶1 and 8). Plaintiff employs Intempus Realty, LLC (“Intempus”) to manage the Subject Property. (Complaint, ¶¶2 and 8).
On or about June 7, 2023, Plaintiff, by Intempus, and defendants Bennet Stafford (“Stafford”) and Brandt Maxwell (“Maxwell”) (collectively, Stafford and Maxwell are hereafter referred to as “Defendants”) entered into a lease agreement (“Lease”) for the Subject Property for a fixed term to commence on July 6, 2023 and terminate on July 5, 2024. (Complaint, ¶9 and Exh. A). Defendants were to pay monthly rent in the amount of $16,200.00 and had a security deposit in the amount of $12,000.00. (Id.).
The Lease included an addendum entitled “Relet Addendum.” (Complaint, ¶10). The Relet Addendum obligated Defendants to pay a “Reletting Charge” if Defendants “(1) fail to move in or (2) move out before the Ending Date, or (3) are judicially evicted.” (Complaint, ¶11). The Relet Addendum also specifically stated, “The reletting charge is not a cancellation or buyout fee and does not release you from your obligations under the Lease, including your obligation to pay Rent.” (Complaint, ¶¶11 – 12). Defendants signed the Relet Addendum. (Complaint, ¶13).
Prior to executing the Lease, Plaintiff and Defendants had already established a landlord-tenant relationship as Defendants were tenants at the Subject Property commencing July 6, 2022 and terminating on July 5, 2023. (Complaint, ¶14). In or around October 2022, Intempus discussed a renewal of the then-existing lease. (Id.). Defendants agreed to renew with a new lease for 2023 – 2024. (Id.). After signing the Lease on June 6, 2023, defendant Stafford emailed his intention to breach the Lease indicating [Defendants] “will be terminating our July 2023-24 lease,” claiming the inability to find other students to live at the Subject Property at the rent price. (Complaint, ¶18).
On June 13, 2023, defendant Maxwell emailed Intempus and confirmed Defendants were “finalizing a list of people for the 660 Lafayette lease for July 2023-2024 and we will have it to you by tomorrow evening.” (Complaint, ¶19). Defendants confirmed to Intempus that they are going to honor the terms of the Lease. (Id.). Plaintiff reasonably relied on Defendants’ representation. (Id.).
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On June 15, 2023, Intempus emailed Defendants for an update and defendant Maxell, responding on behalf of Defendants, stated, “We were unable to find replacement tenants. We will not be moving in.” (Complaint, ¶20). Defendants did not and have not paid rent. (Complaint, ¶22). Plaintiff, by Intempus, served three (3) Three-Day Notices to Pay Rent or Quit on or about July 11, 2023; August 10, 2023; and September 8, 2023, but Defendants have not paid rent. (Id.).
Plaintiff has been unable to relet the Subject Property since Defendants breached the Lease. (Complaint, ¶23).
On November 16, 2023, Plaintiff and Intempus filed a complaint against Defendants asserting causes of action for: (1) Breach of Contract (2) Fraud (3) Declaratory Relief
On January 18, 2024, defendant Stafford filed an answer to the plaintiffs’ complaint.
On November 12, 2024, plaintiff Intempus dismissed its claims in the complaint.
On February 28, 2025, defendant Maxwell filed an answer to Plaintiff’s complaint.
On April 10, 2026, defendant Maxwell filed the motion now before the court, a motion for judgment on the pleadings as to the first and third causes of action of Plaintiff’s complaint.
II. LEGAL STANDARD Pursuant to Code of Civil Procedure section 438(f), a defendant’s motion for judgment on the pleadings may be made after the time to demur has expired and an answer has been filed. Under a Code of Civil Procedure section 438(c), a motion by a defendant may be made on the grounds that (1) the court “lacks jurisdiction of the subject of one or more of the causes of action alleged” or (2) the complaint or cross-complaint “does not state facts sufficient to constitute a cause of action against that defendant.”
A motion for judgment on the pleadings has the same function as a general demurrer but is made after the time for demurrer has expired. Except as provided by statute, the rules governing demurrers apply. (Cloud v. Northrop Grumman Corp. (1998) 67 Cal.App.4th 995, 999). “A motion for judgment on the pleadings is akin to a general demurrer; it tests the sufficiency of the complaint to state a cause of action. The court must assume the truth of all factual allegations in the complaint, along with matters subject to judicial notice.” (Wise v.
Pacific Gas and Elec. Co. (2005) 132 Cal.App.4th 725, 738, citations omitted). A motion for judgment on the pleadings “does not lie as to a portion of a cause of action, and if any part of a cause of action is properly pleaded, the [motion] will be overruled.” (Fire Ins. Exchange v. Superior Court (2004) 116 Cal.App.4th 446, 452).
Code of Civil Procedure section 438(e) sets forth a timeline for statutory motion for judgment on the pleadings, which must be made within 30 days of the date the action was initially set for trial, unless otherwise provided by the Court. However, this only applies to the statutory basis for the motion. (Code Civ. Proc., § 438). Caselaw after the creation of that statute still recognizes grounds for a common law motion for judgment on the pleadings. (Stoops v. Abbassi (2002) 100 Cal.App.4th 644, 650 [recognizing that the motion may be made “at any time either prior to the trial or at the trial itself”]; see also, Smiley v.
Citibank (South Dakota) N.A. (1995) 11 Cal.4th 138, 145, fn. 2 [non-statutory MJOP upheld despite fact section 438 enacted during course of proceedings]; Cordova v. 21st Century Ins. Co. (2005) 129 Cal.App.4th 89, 109 [MSJ treated as a common law motion for judgment on the pleadings]; Tarin v. Lind (2020) 47 Cal.App.5th 395 [addressing merits of non-statutory motion]).
III. ANALYSIS A. BREACH OF CONTRACT “To prevail on a cause of action for breach of contract, the plaintiff must prove (1) the contract, (2) the plaintiff's performance of the contract or excuse for nonperformance, (3) the defendant's breach, and (4) the resulting damage to the plaintiff.” (Richman v. Hartley (2014) 224 Cal.App.4th 1182, 1186; see also CACI, No. 303).
In moving for judgment on the pleadings as to Plaintiff’s first cause of action, defendant Maxwell acknowledges the allegation at paragraph 9 which states, “On or about June 7, 2023, [Plaintiff] . . . and Defendants entered into a lease agreement for the Property for a fixed term.” Defendant Maxwell contends this allegation is contradicted by subsequent allegations. Namely, at paragraphs 17 – 18 of the complaint, it is alleged that Defendants signed the Lease on or about June 6, 2023 and that Plaintiff’s agent, Intempus, signed on June 7, 2023. However, prior to Plaintiff’s acceptance of the Lease on June 7, 2023, “on or about June 6, 2023, after signing the Lease, Defendant Stafford emailed his intention to breach the Lease and that [Defendants] ‘will be terminating our July 2023-2024 lease’ claiming the inability to find other students to live at the Property at the rent price.”
Defendant Maxwell also points to paragraph of the Lease itself, attached as an exhibit to the complaint, which states, in relevant part, “Acceptance of this lease by Tenants shall not be binding upon Landlord, unless and until it is subsequently Signed by Landlord (or Manager on behalf of Landlord) . . . and is personally received by Chase Raisin (Tenants representative), who is authorized to receive it. Prior to the completion of all of these events, Landlord shall have no duties or obligations for leasing of the property.”
Defendant Maxwell contends these other allegations of the complaint amount to a revocation or rescission of their assent to the Lease before the Lease became a binding contract.
“Contract formation requires mutual consent, which cannot exist unless the parties ‘agree upon the same thing in the same sense.’ [Citations]. ‘If there is no evidence establishing a manifestation of assent to the “same thing” by both parties, then there is no mutual consent to contract and no contract formation.’ [Citation].” (Bustamante v. Intuit, Inc. (2006) 141 Cal.App.4th 199, 208). “The existence of mutual consent is determined by objective rather than subjective criteria, the test being what the outward manifestations of consent would lead a reasonable person to believe.” (Weddington Productions, Inc. v. Flick (1997) 60 Cal.App.4th 793, 811). “The parties’ outward manifestations must show that the parties all agreed ‘upon the same thing in the same sense.’” (Ibid.).
Defendant Maxwell’s argument disregards the subsequent allegations found at paragraph 19 where Plaintiff alleges, “On June 13, 2023 . . . Defendants confirmed to [Plaintiff’s agent, Intempus,] that they are going to honor the terms of the Lease.” So although there are, as defendant Maxwell points out, allegations to suggest Defendants withdrew their consent, there are additional allegations of Defendants’ outward manifestation of consent subsequent to Plaintiff’s alleged acceptance on June 7, 2023.
The existence of mutual consent is a question of fact. (DeLeon v. Verizon Wireless, LLC (2012) 207 Cal.App.4th 800, 813; see also Alexander v. Codemasters Group Limited (2002) 104 Cal.App.4th 129, 141—“Mutual assent is a question of fact”).
Defendant Maxwell argues further that the terms of the Lease require personal receipt of the Lease by Chase Raisin before it becomes binding and, according to defendant Maxwell, Plaintiff has not alleged his performance of this condition precedent.
“A condition precedent is one which is to be performed before some right dependent thereon accrues, or some act dependent thereon is performed.” (Civ. Code, §1436). “A plaintiff, however, cannot enforce the defendant’s obligation unless the plaintiff has performed the conditions precedent imposed upon him.” (Daum v. Superior Court (1964) 228 Cal.App.2d 283, 287 citing Civ. Code, §1439).
However, Code of Civil Procedure section 457 states, “In pleading the performance of conditions precedent in a contract, it is not necessary to state the facts showing such performance, but it may be stated generally that the party duly performed all the conditions on his part, and if such allegation be controverted, the party pleading must
establish, on the trial, the facts showing such performance.” Plaintiff has made such a general allegation of performance at paragraph 29 of the complaint: “[Plaintiff] has performed all the terms, conditions, and covenants of the Lease that are to be performed by [Plaintiff].”
Consequently, defendant Maxwell’s motion for judgment on the pleadings as to the first cause of action of Plaintiff’s complaint on the ground that the complaint does not state facts sufficient to constitute a cause of action against that defendant [Code Civ. Proc., §438, subd. (c)(1)(B)(ii)] for breach of contract is DENIED.
B. DECLARATORY RELIEF Defendant Maxwell moves for judgment on the pleadings as to the third cause of action of Plaintiff’s complaint for declaratory relief asserting that it “fails for the same reasons as the first Cause of Action,” i.e., “the complaint fails to establish that there is the existence of an enforceable contract that Defendants could have breached.”6
For the same reasons discussed above, defendant Maxwell’s motion for judgment on the pleadings as to the third cause of action of Plaintiff’s complaint on the ground that the complaint does not state facts sufficient to constitute a cause of action against that defendant [Code Civ. Proc., §438, subd. (c)(1)(B)(ii)] for declaratory relief is DENIED.
IV. CONCLUSION Based on the foregoing, the defendant’s motion for judgment on the pleadings as to the first and third causes of action are DENIED. The Court will propose the formal Order.
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