TRAN vs MATHYS, et al.

On November 5, 2025, Tran filed a complaint against Defendants Mathys, Oro, Curry, and DOES 1-10, alleging nine causes of action. On March 27, 2026, after the Court sustained the demurrer to the original complaint, Tran filed a First Amended Complaint (“FAC”) alleging five causes of action for breach of contract, promissory estoppel, equitable estoppel, wrongful foreclosure, and fraud. On May 8, 2026, Defendants filed the present demurrer to the FAC, contending that Tran fails to state sufficient facts to support each cause of action and the request for punitive damages. Tran opposes.

Meet and Confer

Defendants attempted to meet and confer with Tran via phone and email on April 9, 13, 15, 16, 21, and 22, 2026. (Hormillosa Decl. ¶ 4.) Tran did not respond. A determination that the meetand-confer effort was insufficient is not a ground to overrule or sustain a demurrer. Accordingly, the Court, in its discretion, considers the demurrer on its merits. (CCP § 430.41(a)(4).)

Legal Standard

“Wetreat the demurrer as admitting all material facts properly pleaded, but not contentions, deductions or conclusions of fact or law. We also consider matters which may be judicially noticed. Further, we give the complaint a reasonable interpretation, reading it as a whole and its parts in their context.” (Blankv. Kirwan(1985) 39 Cal.3d 311, 318 [citations omitted].)

“The party against whom a complaint or cross-complaint has been filed may object, by demurrer or answer as provided in Section 430.30, to the pleading on any one or more of the following grounds [including that] the pleading does not state fact sufficient to constitute a cause of action.” (CCP § 430.10(e).)

A demurrer for uncertainty (CCP § 430.10(f)) is disfavored and will be sustained only where the pleading is so incomprehensible that a defendant cannot reasonably respond. Such demurrers are strictly construed because ambiguities can be clarified through discovery. (Lickiss v. Financial Industry Regulatory Authority (2012) 208 Cal.App.4th 1125, 1135; Khoury v. Maly’s of California, Inc. (1993) 14 Cal.App.4th 612, 616.)

Discussion

The demurrer challenges whether the FAC alleges facts sufficient to constitute each of the five causes of action and to support the request for punitive damages. The Court addresses each in turn.

Breach of Contract

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

25CV153198: TRAN vs MATHYS, et al. 08/13/2026 Hearing on Demurrer DEFENDANTS’ DEMURRER TO PLAINTIFF’S FIRST AMENDED COMPLAINT; filed by CHRIS MATHYS (Defendant) + CRS# 741875601841 in Department 518

A breach of contract claim “requires a showing of (1) the existence of the contract, (2) plaintiff’s performance or excuse for nonperformance, (3) defendant’s breach, and (4) the resulting damages to the plaintiff.” (D’ArrigoBros. of California v. United Farmworkers of America(2014) 224 Cal.App.4th 790, 800 [internal quotation marks and citations omitted].)

Tran alleges that he and Mathys entered an oral and written contract on November 20, 2024, for one year, with monthly payments of $7,500 to be paid between the 18th and 20th of each month. (FAC ¶ 22.) Tran alleges that he fully performed but that Defendants breached by auctioning the property. (FAC ¶ 23.)

The FAC does not allege the substance of the essential terms of the contract or identify which Defendant is bound by it. Although Tran alleges that Defendants acted as the agents of one another (FAC ¶¶ 6-8) the FAC still does not allege whether Mathys contracted in his individual capacity or solely as Oro’s agent, or the substance of the terms of the written agreement Tran signed.

The FAC likewise alleges no facts showing how Curry is involved, other than that it holds an undivided 72.038% interest in the deed of trust. (FAC ¶ 14.)

The FAC is also internally inconsistent as to whether the oral and written agreements are separate contracts and whether their terms differ, without alleging the substance of either set of terms. Nor does the FAC allege which Defendant promised to remove the notice of sale, or whether that promise appears in the oral agreement, the written agreement, or both, particularly given the allegation that “Mathys and Tran orally agreed to terms that were different from the agreement that Mathys had asked Tran to sign.” (FAC ¶ 15.)

These deficiencies go to whether facts sufficient to constitute a cause of action have been alleged, not merely to uncertainty. To state a claim, Tran must allege the substance of the relevant terms of the written and oral agreements and which Defendant undertook each obligation, rather than attributing the conduct collectively to “Defendants” without supporting facts.

Thus, the Court SUSTAINS the demurrer to this cause of action, with leave to amend.

Promissory Estoppel

“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.’” (Aton Center, Inc. v. United Healthcare Ins. Co. (2023) 93 Cal.App.5th 1214, 1243 (quoting US Ecology, Inc. v. California (2005) 129 Cal.App.4th 887, 901).) “A ‘promise’ is an

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

25CV153198: TRAN vs MATHYS, et al. 08/13/2026 Hearing on Demurrer DEFENDANTS’ DEMURRER TO PLAINTIFF’S FIRST AMENDED COMPLAINT; filed by CHRIS MATHYS (Defendant) + CRS# 741875601841 in Department 518 assurance that a person will or will not do something.” (Granadino v. Wells Fargo Bank, N.A. (2015) 236 Cal.App.4th 411, 417 [internal citation omitted].)

Tran alleges that Mathys promised to cancel the Notice of Trustee’s Sale if Tran paid $7,500, which he did. (FAC ¶ 28.) Tran’s reliance appears reasonable because Mathys is a manager of Oro, and Oro did not cancel the sale, causing Tran injury. Tran’s alleged payment of $7,500 may reflect bargained-for consideration that would make the claim one for breach of contract rather than promissory estoppel. (See Fleet v. Bank of America, N.A. (2014) 229 Cal.App.4th 1403, 1412-1413.) That question does not defeat the claim at the pleading stage, where the promise, reliance, and resulting injury are adequately alleged.

Thus, the Court OVERRULES the demurrer to this cause of action as to Mathys and Oro. As to Curry, the demurrer is SUSTAINED, with leave to amend if Tran can allege facts showing Curry’s involvement.

Equitable Estoppel

Equitable estoppel is not an independent cause of action. It may not. Equitable estoppel is a defensive doctrine and cannot be pleaded as a stand-alone cause of action. (See Money Store Investment Corp. v. Southern California Bank (2002) 98 Cal.App.4th 722, 732 [“[Equitable estoppel] is [a] doctrine which prevents a party from profiting from the detriment he induced another to suffer. The doctrine acts defensively only. It operates to prevent one from taking an unfair advantage of another but not to give an unfair advantage to one seeking to invoke the doctrine. [Plaintiff] pleaded equitable estoppel as a separate cause of action. It cannot stand as such.” (internal citations omitted)].)

Tran may raise estoppel as an equitable defense, for example to a statute of frauds defense should one be asserted, but not as an independent claim. Because no amendment can convert a defense into a cause of action, leave to amend is denied.

Thus, the Court SUSTAINS the demurrer to this cause of action, without leave to amend.

Wrongful Foreclosure

Wrongful foreclosure is a common law tort claim. Its elements are: (1) the trustee or mortgagee caused an illegal, fraudulent, or willfully oppressive sale of real property pursuant to a power of sale in a mortgage or deed of trust; (2) the party attacking the sale was prejudiced or harmed; and (3) in cases where the trustor or mortgagor challenges the sale, the trustor or mortgagor tendered the amount of the secured indebtedness or was excused from tendering. (Citrus El Dorado, LLC v. Chicago Title Co. (2019) 32 Cal.App.5th 943, 948 [internal citations and quotation marks omitted].)

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

25CV153198: TRAN vs MATHYS, et al. 08/13/2026 Hearing on Demurrer DEFENDANTS’ DEMURRER TO PLAINTIFF’S FIRST AMENDED COMPLAINT; filed by CHRIS MATHYS (Defendant) + CRS# 741875601841 in Department 518 Tran alleges that the sale was void because Defendants agreed to cancel the Notice of Trustee’s Sale and he was not in default, having made all payments. (FAC ¶ 37.) Where the trustor and beneficiary agree to cure a default and reinstate the loan, or where the trustor is not in default, no contractual basis remains to exercise the power of sale, the sale may be void, and tender is excused.

Tender is a condition precedent only to setting aside a sale that is voidable because of irregularities in the sale notice or procedure. (Lona v. Citibank, N.A. (2011) 202 Cal.App.4th 89, 112-113; Bank of America v. La Jolla Group II (2005) 129 Cal.App.4th 706, 711-712.) The Court therefore does not sustain the demurrer on the ground that Tran failed to allege tender.

The claim nonetheless fails for the same reason as the breach of contract claim. The FAC does not allege the terms of the agreement to cancel the Notice of Trustee’s Sale or which Defendant undertook that obligation, and so does not adequately allege facts showing an illegal, fraudulent, or willfully oppressive sale under the first element.

Thus, the Court SUSTAINS the demurrer to this cause of action, with leave to amend.

Fraud

“The essential elements of fraud, generally, are (1) a misrepresentation; (2) knowledge of falsity; (3) intent to induce reliance; (4) justifiable reliance; and (5) resulting damage.” (City of Industry v. City of Fillmore (2011) 198 Cal.App.4th 191, 211 [internal citations omitted].) Each element must be pleaded specifically; general and conclusory allegations do not suffice. (Lazar v. Superior Court (1996) 12 Cal.4th 631, 645.)

Fraudallegations are subject to a heightened pleading standard that requires facts showing “how, when, where, to whom, and by what means the representations were tendered.” (Stansfieldv. Starkey(1990) 220 Cal.App.3d 59, 73 [internal citations omitted].) The “requirement of specificity in a fraud action against a corporation requires the plaintiff to allege the names of the persons who made the allegedly fraudulent representations, their authority to speak, to whom they spoke, what they said or wrote, and when it was said or written.” (Tarmannv. State Farm Mut. Auto. Ins. Co.(1991) 2 Cal.App.4th 153, 157 [internal citations and quotation marks omitted].)

The FAC does not specify which of the three Defendants is the subject of the fraud claim or plead each Defendant’s role with the required particularity. Even presuming the misrepresentation is that Mathys would have Oro cancel the foreclosure sale, the FAC does not allege facts showing that Mathys knew Oro would sell the property and intended to induce Tran’s reliance. The FAC also appears to allege fraud based on Mathys’s representation that Oro would provide a one-year loan, made to induce Tran to consent to the purchase of the loan and to forgo bankruptcy protection. (FAC ¶¶ 39-43.) As to that theory, Tran likewise fails to plead with the required specificity the misrepresentation, each Defendant’s role and authority to speak, and the manner and means by which the representation was made.

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

25CV153198: TRAN vs MATHYS, et al. 08/13/2026 Hearing on Demurrer DEFENDANTS’ DEMURRER TO PLAINTIFF’S FIRST AMENDED COMPLAINT; filed by CHRIS MATHYS (Defendant) + CRS# 741875601841 in Department 518

Thus, the Court SUSTAINS the demurrer to this cause of action, with leave to amend.

Punitive Damages

A demurrer does not lie to a claim for punitive damages. The Court therefore does not sustain a demurrer to the punitive damages allegations. Their sufficiency is properly tested by a motion to strike. (Grieves v. Superior Court (1984) 157 Cal.App.3d 159, 163-164.) In any event, because the fraud claim fails as currently pleaded, no basis for punitive damages presently remains.

ORDER

Defendants’ demurrer to the First Amended Complaint is ruled on as follows:

First cause of action (breach of contract): SUSTAINED as to all Defendants, WITH LEAVE TO AMEND.

Second cause of action (promissory estoppel): OVERRULED as to Mathys and Oro. SUSTAINED as to Curry, WITH LEAVE TO AMEND.

Third cause of action (equitable estoppel): SUSTAINED as to all Defendants, WITHOUT LEAVE TO AMEND.

Fourth cause of action (wrongful foreclosure): SUSTAINED as to all Defendants, WITH LEAVE TO AMEND.

Fifth cause of action (fraud): SUSTAINED as to all Defendants, WITH LEAVE TO AMEND.

The demurrer to the request for punitive damages is not sustained. The sufficiency of those allegations may be raised by motion to strike.

IfTran wishes to file a second amended complaint in conformity with this Order, it must be filed and served by September 18, 2026.

Counsel for both parties MUST meet and confer in person or via Zoom before the Court will entertain a demurrer to the second amended complaint.

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SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

25CV153198: TRAN vs MATHYS, et al. 08/13/2026 Hearing on Demurrer DEFENDANTS’ DEMURRER TO PLAINTIFF’S FIRST AMENDED COMPLAINT; filed by CHRIS MATHYS (Defendant) + CRS# 741875601841 in Department 518 PLEASE NOTE: Pursuant to California Rule of Court 3.1308, subdivision (a)(1), this tentative ruling will become the order of the Court unless it is contested before 4:00 PM on the court day preceding the noticed hearing.

To contest a tentative ruling, a party should do the following:

First, the party must notify Department 518, by email at Dept518@alameda.courts.ca.gov and copy all counsel of record and self-represented parties. The contesting party must state in the subject line of the email the case name, case number and motion.

Second, the party shall log into the eCourt Public Portal, search for this case (e.g., by case number), select the case name, select the "Tentative Rulings" tab, click the "Click to Contest this Ruling" button, enter the party's name and a brief statement of the party's reason for contesting the tentative, and click "Proceed."

Please note the Court does not permit remote appearances for motions for summary judgment that are contested. If you contest a Motion for Summary Judgment, you must appear in person.

For all other motions (unless otherwise noted in the tentative ruling), Parties may appear via videoconference, using the Zoom.com website or application. TO CONNECT TO ZOOM: Department 518 is inviting you to a scheduled ZoomGov meeting.

Topic: Department 518's Personal Meeting Room

Join ZoomGov Meeting https://alameda-courts-ca-gov.zoomgov.com/j/16054307984

Meeting ID: 160 5430 7984

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