Kamila Kraba v. Armsby Lane Road Association

9:00 25CV481480 Melissa Ikeda, et al. Order on Defendant’s Demurrer to 3 v. Plaintiff’s Complaint FCA US LLC, et al. & on Defendant’s Motion to Strike Punitive Damages and Civil Penalties within Plaintiff’s Complaint

See Line 3 below for complete tentative ruling on both the Demurrer and the Motion to Strike.

After the hearing, the Court will prepare and file one formal Order on both the Demurrer and the Motion to Strike.

9:00 25CV481480 Melissa Ikeda, et al. Order on Defendant’s Motion to 4 v. Strike Punitive Damages and Civil FCA US LLC, et al. Penalties within Plaintiff’s Complaint

See Line 3 below for complete tentative ruling on both the Demurrer and the Motion to Strike.

After the hearing, the Court will prepare and file one formal Order on both the Demurrer and the Motion to Strike.

9:00 25CV478200 Kamila Kraba Order on Demurrer of Plaintiff and 5 v. Cross-Defendant to the Cross- Armsby Lane Road Association Complaint

See Line 5 below for complete tentative ruling.

After the hearing, the Court will prepare and file the formal Order.

Moreover, regardless of whether this tentative ruling is contested or not, counsel for all parties in this case are ORDERED to attend this hearing to discuss a Case-Management related to issues raised in this Demurrer.

SO ORDERED.

Line 5 Case Name: Kamila Kraba v. Armsby Lane Road Association Case No.: 25CV478200 Plaintiff and Cross-Defendant Kamila Kraba (“Kraba”) demurs under Code of Civil Procedure Sections 430.10 and 430.50 to the Cross-Complaint of Armsby Lane Road Association (“ALRA”) on the following grounds:

1. Lack of Capacity to Sue and Unauthorized Practice of Law (C.C.P. § 430.10(b); Bus. & Prof. Code § 6125); 2. Uncertainty (C.C.P. § 430.10(f)); 3. Failure to State Facts Sufficient to Constitute a Cause of Action (C.C.P. § 430.10(e)); 4. Violation of Public Policy and Ethical Rules (C.R.P.C. Rules 3.7 & 1.7); 5. Reliance on False Testimony and Misrepresentations (Penal Code § 118; C.C.P. 128.7); 6. Misapplication of Civil Code § 845; 7. Failure of Mandatory Meet and Confer (C.C.P. § 430.41)

Notice of Demurrer (the “Demurrer”) at 2:21-521 (filed: Feb 11, 2026).

The Demurrer came on for hearing on August 19, 2026, at 9:00 AM in Department 16. After reviewing all the papers and the record, and giving counsel for all parties the full and fair opportunity to be heard, the Court finds and rules as follows.

I. Background & Factual Allegations of the Cross-Complaint

ALRA is an unincorporated association of neighbors who reside on Armsby Lane or one of its side roads, which was organized to provide a framework for maintenance of Armsby Lane. ALRA is governed by the Armsby Lane Road Agreement bylaws and Joint and Mutual Repair and Maintenance Agreement which runs with the properties abutting and using Armsby Lane. Kamila Kraba owns and resides at a property located on Armsby Lane and is a member of ALRA. (Cross-Complaint ¶¶ 1, 2)

At an annual meeting held on May 29, 2024, a majority of the ALRA members approved a special assessment for repairing and resurfacing the length of Armsby Lane as well as repairing the bridge on Armsby. The approved amount of the special assessment was $341,780.00 plus twelve percent. Kraba did not attend the meeting but voted against the

1 These are the (unusual) line numbers that appear on this filed Demurrer.

special assessment by proxy. (Cross-Complaint ¶¶ 9, 14)

On August 7, 2024, invoices were sent to each member for their share of the special assessment with payments due no later September 7, 2024. Kraba received an invoice for $17,740.73 for her share of the special assessment, which she has not paid to date. On June 28, 2025, members of the ALRA authorized the board to record liens against the delinquent members’ properties in accordance with the amendment to the 2004 Road Agreement. (Cross-Complaint ¶¶ 10, 11, 16)

Kraba, initiated this action on October 21, 2025, alleging causes of action for: breach of contract; governance violations; reckless disregard of members’ rights; breach of fiduciary duty; reckless disregard of her rights to transparency, accuracy, due diligence related to Armsby Ln road repairs; rigid enforcement of Civil code § 845 without due process; selective enforcement of the 2004 road agreement; refusal to mediate per Civil Code § 5935; and Breach of fiduciary duty: VP serves as ALRA counsel. (Complaint PLD- C-001, ¶¶ 8, 9, 11, MC-025 Attachment to the Complaint.)

ALRA filed its verified Cross-Complaint on January 14, 2026, alleging causes of action for (1) breach of contract, (2) declaratory relief, (3) enforcement of lien, (4) compensatory damages pursuant to civil code section 3333, (5) violation of civil code section 845.

II. Legal Standards

“The party against whom complaint or cross-complaint has been filed may object, by demurrer or answer as provided in [Code of Civil Procedure] section 430.30, to the pleading on any one or more of the following grounds: . . . (e) The pleading does not state sufficient facts to constitute cause of action, (f) The pleading is uncertain.” (C.C.P. § 430.10(e) & (f).) A demurrer may be used to object to the legal sufficiency of the pleading as whole, or to any cause of action stated therein, on one or more of the grounds enumerated by statute, however, it must dispose of an entire cause of action to be sustained. (C.C.P. §§ 430.10 & 430.50(a); Fremont Indem. Co. v. Fremont Gen. Corp. (2007) 148 Cal. App. 4th 97, 119.)

A demurrer tests the legal sufficiency of the factual allegations in a complaint.” (Redfearn v. Trader Joe’s Co. (2018) 20 Cal. App. 5th 989, 996.) The court must determine “whether the complaint alleges facts sufficient to state a cause of action or discloses a complete defense.” (Id.) The court assumes “the truth of the properly pleaded factual allegations, facts that reasonably can be inferred from those expressly pleaded and matters of which judicial notice has been taken.” (Id.) Whether the plaintiff will be able to prove the pleaded facts is irrelevant to ruling upon the demurrer. (Erlach v. Sierra Asset Servicing, LLC, (2014) 226 Cal. App. 4th 1281, 1291.)

Courts “give the complaint a reasonable interpretation, reading it as a whole and its parts in their context.” (Goncharov v. Uber Techs., Inc. (2018) 19 Cal. App. 5th 1157, 1165.) Courts “construe the complaint ‘liberally ... with a view to substantial justice between the parties[.]’“ (Id.)

Under Code. Civ. Proc. § 430.10(f), a demurrer may also be sustained if a complaint is uncertain i.e., ambiguous and unintelligible. Demurrers for uncertainty are granted only if the pleading is so incomprehensible that a defendant cannot reasonably respond. A demurrer for uncertainty is strictly construed, even where a complaint is in some respects uncertain, because ambiguities can be clarified under modern discovery procedures. (See, A.J. Fistes Corp. v. GDL Best Contractors, Inc. (2019) 38 Cal.App.5th 677, 695; internal citation and quotes omitted.)

Importantly here, a court may, upon motion, or at any time in its discretion, strike any irrelevant, false, or improper matter inserted in any pleading. (Code Civ. Proc, § 436, subd. (a).) Furthermore, a court may also strike all, or any part of any pleading not drawn or filed in conformity with the laws of this state, a court rule, or an order of the court. (Code Civ. Proc, § 436, subd. (b).) The grounds for moving to strike must appear on the face of the pleading or by way of judicial notice. (Code Civ. Proc, § 437.)

Under the strong policy of California law permitting liberal amendment of pleadings and in favor of resolving cases on their merits, leave to amend the complaint is routinely granted even if a demurrer is sustained. “Liberality in permitting amendment is the rule, if fair opportunity to correct any defect has not been given.” (Angie M. v. Superior Court (1995) 37 Cal. App. 4th 1217, 1227.) “Unless the complaint shows on its face that it is incapable of amendment, denial of leave to amend constitutes an abuse of discretion, irrespective of whether leave to amend is requested or not.” (McDonald v. Sup. Ct. (Flintkote Co.) (1986) 180 Cal. App. 3d 297, 303-304.)

III. Preliminary Consideration

Kraba has submitted nine exhibits in support of her Demurrer to the Cross-Complaint. The submitted exhibits are impermissible extrinsic matters that cannot and will not be considered by the Court at this pleading stage of the case to resolve the demurrer or any pleading defects. “A demurrer tests the pleadings alone and not the evidence or other extrinsic matters.” (SKF Farms v. Superior Court (1984) 153 Cal.App.3d 902, 905.) “The only issue involved in a demurrer hearing is whether the complaint, as it stands, unconnected with extraneous matters, states a cause of action.” (Id.)

IV. Request for Judicial Notice

ALRA seeks Judicial Notice of its Cross-Complaint and Kraba’s statement of facts that were filed in this action and are part of the Court’s records.

ALRA’s request for Judicial Notice is GRANTED IN PART. Evidence Code section 452, subdivision (d), permits judicial notice of “records of any court of this state.” (Code Civ. Proc., § 452, subd. (d).) These documents are court records for which the Court can and does here judicially notice their existence. But the Court will not consider the truth of the statements contained in the documents. (Joslin v. H.A.S. Ins. Brokerage (1986) 184 Cal.App.3d 369, 374-375.)

Kraba requests Judicial Notice of ALRA’s various governing documents, records of

meetings, and corporate text revisions. Kraba’s request is DENIED because these submitted documents are irrelevant to the Court’s analysis and decision in the instant demurrer that concerns only deficiencies in the pleadings. (See, Soukup v. Law Offices of Herbert Hafif (2006) 39 Cal.4th 260, 295 [court is not required to take judicial notice of irrelevant documents].

V.

Analysis

The key issue raised by the Demurrer is whether ALRA had capacity to file its Cross-Complaint through its authorized president, Paige Cisewski, who was not a California licensed attorney.

A corporation, or association, has the capacity to bring a lawsuit because it has all the powers of a natural person in carrying out its business. (Corp. Code §§ 105, 207.)

But under a long-standing California law, a corporation, unlike a natural person, cannot represent itself before courts of record in a civil action, nor can it represent itself through a corporate officer, director or other employee who is not an attorney. It must be represented by licensed counsel in civil actions in California courts. (CLD Construction, Inc. v. City of San Ramon (2004) 120 Cal. App. 4th 1141, 1145.)

The requirement for legal representation for corporations in civil actions in California applies to all entities regarded as separate from their owners, including partnerships and unincorporated associations. An unincorporated association resembles a corporation more than it does an individual. (Clean Air Transport Systems v. San Mateo County Transit Dist. (1988) 19 Cal.App.3d 576, 578.)

Here, in reviewing the record when analyzing this Demurrer, the Court sees that between January 12-14, 2026, ALRA filed—

• its Ex-Parte Application to set aside the December 16, 2025 Default, • ALRA’s Answer to the Complaint, and • ALRA’s Cross-Complaint

—not through a licensed attorney but by its President Cisewski. So these three documents were improperly filed by ALRA when not represented by counsel on January 12-14, 2026.

The question the Court is now squarely faced with is what to do about these improperly-filed documents that that ALRA filed in this civil action when it was not represented by a lawyer at that time, but it is now represented by a lawyer. The Court finds analogous and instructive the case CLD Construction, Inc. v. City of San Ramon (2004) 120 Cal. App. 4th 1141. In CLD Construction, the Cross-Complaint was filed when the corporation there was unrepresented. While finding that the Cross-Complaint was improperly filed by a corporation when it was not represented by a lawyer, CLD Construction held that the pleadings were not void—because “[t]o deem a pleading void because the corporation on whose behalf it was filed, although statutorily authorized to be a party, did not have an attorney sign the pleading, elevates the attorney to a role akin to

that of an indispensable party” (id. at 1150)—and so could be struck yet corrected by the corporation being granted leave to file amended pleadings through their licensed attorney. (Id. at 1149-1152). CLD Construction reasoned:

Given the weight of nationwide authority and this state’s increasing acceptance of the view that representation of the corporation by an attorney is not an absolute prerequisite to the court’s fundamental power to hear or determine a case, we are persuaded it is more appropriate and just to treat a corporation’s failure to be represented by an attorney as a defect that may be corrected, on such terms as are just in the sound discretion of the court. First and foremost, this approach honors the cornerstone jurisprudential policies that, in furtherance of justice, complaints are to be liberally construed (§ 452) and disputes should be resolved on their merits.

CLD Construction, 120 Cal. App. 4th at 1149 (citing Hocharian v. Superior Court (1981) 28 Cal. 3d 714, 724) (emphasis added).

As well put by CLD Construction when remanding the matter there with directions to permit the corporation leave to file an amended pleading: “The corporation should not be foreclosed with its legal right to sue because of a defective complaint that can be readily and easily cured without prejudice to either its opponent or the court.” CLD Construction, 120 Cal. App. 4th at 1152. And this is so because the fact that a corporation was not represented by counsel at the initial pleading stage of a lawsuit did not prejudice the opposing party. At such an early stage, granting leave to amend to allow a corporation now represented by licensed California counsel to file pleadings corrects the defect, permits prosecution and defense of the action (and cross-action) on its merits, and comports with fundamental fairness and substantial justice.

Accordingly, following the cogent reasoning and holding of CLD Construction, the Court SUSTAINS Kraba’s Demurrer but also gives ALRA LEAVE to file a First Amended Cross-Complaint through its licensed lawyer within 30 days of today. Doing so strikes the appropriate balance of recognizing that ALRA improperly filed the Cross-Complaint when it did so on January 14, 2026 without counsel, but still gives ALRA a full and fair chance to correct this defect and to assert its claims when it is represented by counsel now. The same logic holds for ALRA’s Ex-Parte Application and Answer that it improperly filed without counsel on January 12, 2026 and January 14, 2026, respectively. Recognizing that these two documents were improperly filed, the Court sua sponte STRIKES them both from the from the record now.2

2 Under Code. Civ. Proc. § 436, the Court may, upon a motion or at any time in its

discretion, and upon terms it deems proper, strike out “all or any part of any pleading not drawn or filed in conformity with the laws of this state, a court rule, or an order of the court.” (Code. Civ. Proc. § 436)

Likewise, the Court should not have granted ALRA’s January 12, 2026 Ex Parte Application because it was improperly filed. By granting that improperly-filed Ex Parte Application to vacate the December 16, 2025 Default, the Court improperly vacated that Default. Hence, the Court ORDERS the Clerk of the Court now to re-enter and reinstate the December 16, 2025 Default in favor of Kraba and against ALRA.

But—just like CLD Construction did—the Court here gives ALRA the fair chance to cure the defects that ALRA created (by filing its Ex Parte Application and Answer when not represented by a lawyer) by now giving ALRA LEAVE within 30 days of today to file a Motion:

(a) to set aside the December 16, 2025 Default,3 and

(b) for Leave to file an Answer on behalf of ALRA.

Doing so vindicates the strong policy of California law allowing liberal amendments and ensuring that all claims and defenses in this action are decided on their merits.

VI. Conclusion & Order

Accordingly, the Court ORDERS:

• Kraba’s Demurrer to the Cross-Complaint is SUSTAINED, with ALRA given LEAVE TO AMEND to file a First Amended Cross-Complaint through its licensed counsel of record within 30 days of today.

• ALRA’s Ex Parte Application filed on January 12, 2026, when ALRA was not represented by counsel is STRICKEN.

• ALRA’s Answer filed on January 14, 2026, when ALRA was not represented by counsel is STRICKEN.

• The Clerk of the Court is ORDERED to re-enter and reinstate now the Default entered in favor of Kraba and against ALRA on December 16, 2025.

• ALRA is given LEAVE within 30 days of today file a Motion through its licensed counsel of record:

(a) to set aside on equitable grounds the December 16, 2025 Default, and

(b) for Leave to file an Answer on behalf of ALRA.

3 While the statutory deadline to set aside this Default under statutory grounds under

Code. Civ. Proc. § 473 might have lapsed, the Court here gives ALRA leave to move to set aside the Default under equitable grounds.

SO ORDERED.

Date: August 19, 2026 Hon. Vincent I. Parrett Superior Court of the State of California, County of Santa Clara

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