Melonia Esmaeili, et al. vs. BMW of North America, LLC, et al.

OPPOSITION Plaintiffs initially contend that Defendant adequately failed to meet and confer. Plaintiffs contend that the Tanner Consumer Protection Act expanded the protection of the Song-Beverly Act to qualifying business entities and that the FAC sufficiently alleges that ACE qualifies for these protections. Plaintiffs likewise contend that the FAC sets forth sufficient facts establishing Nazarian and Esmaeili's standing to bring these claims as "lessees" with equivalent rights to "buyers" under the Act.

REPLY Defendant initially responds that it adequately met and conferred with Plaintiffs prior to filing the instant demurrer. Defendant reiterates its arguments and responds that the Court may properly rely on judicially noticed facts in determining whether Plaintiffs lack standing to bring these claims as a basis for demurrer. ANALYSIS I.

Legal Standard

A. Demurrer A demurrer is a pleading used to test the legal sufficiency of other pleadings. It raises issues of law, not fact, regarding the form or content of the opposing party's pleading (complaint, answer or cross-complaint). (Code Civ. Proc. Sec.Sec. 422.10, 589; see, also, Donabedian v. Mercury Ins. Co. (2004) 116 Cal.App.4th 968, 994.) It is not the function of the demurrer to challenge the truthfulness of the complaint; and for purposes of the ruling on the demurrer, all facts pleaded in the complaint are assumed to be true. (Donabedian, supra, 116 Cal.App.4th at 994.)

The general rule is that the plaintiff need only allege ultimate facts, not evidentiary facts. (Doe v. City of Los Angeles (2007) 42 Cal.4th 531, 550.) "All that is required of a plaintiff, as a matter of pleading, even as against a special demurrer, is that his complaint set forth the essential facts of the case with reasonable precision and with sufficient particularity to acquaint the

defendant with the nature, source and extent of his cause of action." (Rannard v. Lockheed Aircraft Corp. (1945) 26 Cal.2d 149, 156-157.)¿ In a demurrer, the court "may also look to exhibits attached to the complaint for operative facts. [Citation.] And because the 'allegations that we accept as true necessarily include the contents of any exhibits attached to the complaint, ... in the event of a conflict between the pleading and an exhibit, the facts contained in the exhibit take precedence over and supersede any inconsistent or contrary allegations in the pleading.' [Citation.]" (Nealy v.

County of Orange (2020) 54 Cal.App.5th 594, 596-97.) Where a demurrer is sustained, leave to amend must be allowed where there is a reasonable possibility of successful amendment. (Goodman v. Kennedy (1976) 18 Cal.3d 335, 348.) The burden is on the plaintiff to show the court that a pleading can be amended successfully. (Id.; Lewis v. YouTube, LLC (2015) 244 Cal.App.4th 118, 226.) However, "[i]f there is any reasonable possibility that the plaintiff can state a good cause of action, it is error to sustain a demurrer without leave to amend." (Youngman v.

Nevada Irrigation Dist. (1969) 70 Cal.2d 240, 245.) II. Meet and Confer Although the parties dispute whether a sufficient meet and confer took place prior to the filing of the instant demurrer, "[a] determination by the court that the meet and confer process was insufficient shall not be grounds to overrule or sustain a demurrer." (Code Civ. Proc. Sec. 430.41, subd. (a)(4).) III. Request for Judicial Notice Pursuant to Defendant's request, the Court takes judicial notice of the publicly available records attached as Exhibits 2 and 3 to the Declaration of Adam Miller. (Evid.

Code Sec. 452, subds. (c).) However, for the reasons addressed below, although the Court takes judicial notice of the lease agreement document attached as Exhibit 1 to the Miller Declaration, the Court does not take judicial notice of any purported facts derived from this document concerning the nature and extent of the private contractual relationship between the parties. IV.

Discussion

Initially, the Court finds that Defendant improperly relies on purported facts derived from the exhibited lease agreement in arguing that Plaintiffs lack standing to bring their Song-Beverly claims, as this agreement is not attached to the FAC, and as these derived facts are not judicially noticeable. Though Defendant appears to rely on Evidence Code section 452(h) as the basis for requesting that the Court take judicial notice of the actual parties to the agreement and the terms stated therein, "the existence and terms of a private agreement are not facts that are not reasonably subject to dispute and that can be determined by indisputable accuracy."

(The Travelers Indemnity Co. of Connecticut v. Navigators Specialty Ins. Co. (2021) 70 Cal.App.5th 341, 354-355; Gould v. Maryland Sound Industries, Inc. (1995) 31 Cal.App.4th 1137, 1145 ["[T]he existence of a contract between private parties cannot be established by judicial notice" under section 452(h)."].) Accordingly, though the Court may take judicial notice of the document itself, any derived facts concerning the existence of a contract between the parties, the exclusion of any parties from this agreement, or the agreement's material terms fall outside this discretion. (Fremont Indemnity Co. v.

Fremont General Corp. (2007) 148 Cal.App.4th 97, 113 ["When judicial notice is taken of a document, however, the truthfulness and proper interpretation of the document are disputable."].) As a result, the Court shall properly consider the demurrer based on the facts alleged in the FAC and only those matters which are properly subject to judicial notice. (Fremont Indemnity Co., supra, 148 Cal.App.4th 97, 114 ["The hearing on demurrer may not be turned into a contested evidentiary hearing through the guise of having the court take judicial notice of documents whose truthfulness or proper interpretation are disputable."].)

Civil Code section 1794 governs civil actions under the Song-Beverly Act and provides, in relevant part, as follows: "(a) Any buyer of consumer goods who is damaged by a failure to comply with any obligation under this chapter or under an implied or express warranty ... may bring an action for the recovery of damages and other legal and equitable relief." (Civ. Code Sec. 1794, subd. (a).) "The Act defines a 'buyer' as 'any individual who buys consumer goods from a person engaged in the business of manufacturing, distributing, or selling consumer goods at retail.' [Citation.]" (Park City Services, Inc. v.

Ford Motor Co., Inc. (2006) 144 Cal.App.4th 295, 302.) "[E]ven though 'buyer' is still defined as an individual purchaser of goods for personal use, it must be deemed to include some corporate purchasers of new motor vehicles for business use--namely, those to whom 'not more than five motor vehicles are registered in this state.'" (Id. at p. 306, citations omitted in original.) Under the Act, "[t]he lessee of goods has the same rights under this chapter against the manufacturer and any person making express warranties that the lessee would have had under this chapter if the goods had been purchased by the lessee, and the manufacturer and any person making express warranties have the same duties and obligations under this chapter with respect to the goods that such manufacturer and other person would have had under this chapter if the goods had been sold to the lessee." (Civ.

Code Sec. 1795.4.) In their opposition, Plaintiffs argue that the allegations in the FAC present a question of fact as to the primary purpose and use of the Vehicle that cannot properly be resolved on demurrer in addressing ACE's standing to bring these claims. (Opp'n, at pp 4-8.) Plaintiffs also argue that the allegations as to Esmaeili and Nazarian's lease of the Vehicle in the name of ACE for their "personal, family, and/or household use" was sufficient to establish their standing under the Act. (Id. at pp. 8-9.)

However, in liberally construing the

alleged facts in the FAC, the Court finds that Plaintiffs failed to sufficiently state facts constituting Song-Beverly causes of action based on a lack of standing. Although Plaintiffs appear to generally allege that they collectively leased the Vehicle, the Court notes that Plaintiffs also specifically allege that the Vehicle "was leased in the name of ACE." (FAC P. 9.) In addition, though Plaintiffs generally allege that the Lease qualifies for protection under the Act as "a small business vehicle," Plaintiffs inconsistently and specifically allege that the Vehicle was leased for "personal, family, and/or household purposes" by them and "that it was used at all times mentioned herein primarily for personal, family, or household purposes by the individual Plaintiffs." (Ibid.) "Where a pleading includes a general allegation, such as an allegation of an ultimate fact, as well as specific allegations that add details or explanatory facts, it is possible that a conflict or inconsistency will exist between the general allegation and the specific allegations.

To handle these contradictions, 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, 1235-1236.) Thus, as the general allegations regarding Plaintiffs collectively leasing the Vehicle and their characterization of it as a small business vehicle must give way to the specific allegations that the Vehicle's lease was executed in the name of ACE for "personal, family, and/or household purposes" and that the Vehicle was used "at all times mentioned herein primarily for personal, family, or household purposes" by Esmaeili and Nazarian, (FAC P. 9), the Court finds that Plaintiffs failed to sufficiently stated facts in the FAC establishing their standing to bring express and implied warranty claims as "lessees" with equivalent rights to "buyers" under the Act. (Perez, supra, 209 Cal.App.4th at p. 1236 ["Under this principle, it is possible that specific allegations will render a complaint defective when the general allegations, standing alone, might have been sufficient."].)

Therefore, as there exists no reasonable possibility of stating a good cause of action without creating a sham pleading, the demurrer to the FAC is sustained without leave to amend. RULING Defendant's Demurrer to Plaintiffs' First Amended Complaint is SUSTAINED without leave to amend. Case Number: 26NNCV03140 Hearing Date: August 14, 2026 Dept: T Hearing Date: August 14, 2026 Case Name: Ella Mirimanova vs. Jaguar Land Rover North America, LLC, a New Jersey Corporation, et al. Case No.: 26NNCV03140 Motion: Demurrer to Plaintiff's Complaint Moving Party: Defendants Jaguar Land Rover North America, LLC, and Galpin Land Rover