DEARY ENTERPRISES, INC. FORMERLY KNOWN AS NOR-CAL BEVERAGE CO., INC. vs BA SPORTS NUTRITION, LLC

25CV003178: DEARY ENTERPRISES, INC. FORMERLY KNOWN AS NOR-CAL BEVERAGE CO., INC. vs BA SPORTS NUTRITION, LLC 05/13/2026 Hearing on Motion for Leave to File First Amended Complaint for Damages in Department 8D

Tentative Ruling

NOTICE: PLEASE TAKE NOTICE that pursuant to “Public Notice – Civil Division – Wednesday Law and Motion Calendar” any oral arguments regarding this tentative ruling will be heard in Department 8D, located at 500 G Street, Sacramento, CA, the Hon. Julie G. Yap presiding. Should argument be requested by either party, the requesting party must call the Law and Motion Oral Argument Request Line at (916) 874-2615, by 4:00 p.m. the Court day before the hearing, request the hearing, and notify the opposing party of the location and time of hearing pursuant to Local Rule 1.06.

At the time of requesting oral argument, the requesting party shall leave a voice mail message: a) identifying themselves as the party requesting oral argument; b) indicating the specific matter/motion for which they are requesting oral argument; and c) confirming that it has notified the opposing party of its intention to appear and that opposing party may appear via Zoom using the Zoom link and Meeting ID indicated below. If no request for oral argument is made, the tentative ruling becomes the final order of the Court.

The Court encourages parties to appear remotely for the hearing on the tentative ruling through the Court’s Zoom Application. But, any party wishing to appear in person may do so, provided that party notifies the Court by 4:00 the Court day before the hearing. The parties may join the Zoom session for hearing on the tentative ruling by audio and/or video through the following link: https://saccourt-ca-gov.zoomgov.com/j/16113421868 SIP Address: 16113421868@sip.zoomgov.com (833) 568-8864 ID: 16113421868 Parties requesting services of a court reporter will need to arrange for private court reporter services at their own expense, pursuant to Government code §68086 and California Rules of Court, Rule 2.956.

Requirements for requesting a court reporter are listed in the Policy for Official Reporter Pro Tempore available on the Sacramento Superior Court website at https://www.saccourt.ca.gov/court-reporters/docs/crtrp-6a.pdf. Parties may contact Court- Approved Official Reporters Pro Tempore by utilizing the list of Court Approved Official Reporters Pro Tempore available at https://www.saccourt.ca.gov/court-reporters/docs/crtrp- 13.Pdf A Stipulation and Appointment of Official Reporter Pro Tempore (CV/E-206) is required to be signed by each party, the private court reporter, and the Judge prior to the hearing, if not using a reporter from the Court’s Approved Official Reporter Pro Tempore list.

Once the form is signed it must be filed with the clerk. If a litigant has been granted a fee waiver

25CV003178: DEARY ENTERPRISES, INC. FORMERLY KNOWN AS NOR-CAL BEVERAGE CO., INC. vs BA SPORTS NUTRITION, LLC 05/13/2026 Hearing on Motion for Leave to File First Amended Complaint for Damages in Department 8D

and requests a court reporter, the party must submit a Request for Court Reporter by a Party with a Fee Waiver (CV/E-211) and it must be filed with the clerk at least 10 days prior to the hearing or at the time the proceeding is scheduled if less than 10 days away. Once approved, the clerk will be forward the form to the Court Reporter’s Office and an official reporter will be provided

***NOTICE: EFFECTIVE APRIL 13, 2026, THIS DEPARTMENT HAS MOVED TO THE TANI G. CANTIL-SAKAUYE COURTHOUSE LOCATED AT 500 G. ST. SACRAMENTO, CA. ALL MOTIONS NOTICED FOR DEPARTMENT 25 WILL BE HEARD IN DEPARTMENT 8D OF THE NEW COURTHOUSE. ALL PAPERS FOR THIS DEPARTMENT MUST BE FILED AT THIS NEW LOCATION AND WILL NOT BE ACCEPTED AT THE HALL OF JUSTICE. ALL HEARINGS WILL TAKE PLACE AT THIS NEW LOCATION****

TENTATIVE RULING

Plaintiff Deary Enterprises, Inc.’s (“Plaintiff”) Motion for Leave to File First Amended Complaint is ruled upon as follows.

Factual Background

This breach of contract case arises out of a business transaction between Defendant BA Sports Nutrition, LLC’s (“Defendant”) and Plaintiff. Plaintiff alleges that under the terms of the original agreement between the parties, Plaintiff was to produce, package, store, and ship certain products for Defendant. (Compl., ¶ 7.) The parties executed amendments to the agreement “regarding invoicing, production volume, term, fees, and storage, among others.” (Compl., ¶ 10.) The third amended agreement includes a volume of produce commitment and a shortfall fee. (Compl., ¶ 11.) Plaintiff alleges that Defendant failed to meet the volume commitment or pay the shortfall fee of $3,101,311. (Compl., ¶ 13.) Plaintiff’s complaint alleges a single cause of action for breach of contract.

Plaintiff filed its Complaint on February 4, 2025. Plaintiff now moves to leave to file a first amended complaint, joining MBV-CA, LLC (“MBV”) as a Defendant and adding a claim for intentional interference with contractual relations. Defendant opposes, arguing that Plaintiff has engaged in an unreasonable delay before amending the complaint and that Defendant is prejudiced by the proposed amendment.

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV003178: DEARY ENTERPRISES, INC. FORMERLY KNOWN AS NOR-CAL BEVERAGE CO., INC. vs BA SPORTS NUTRITION, LLC 05/13/2026 Hearing on Motion for Leave to File First Amended Complaint for Damages in Department 8D

Trial is currently set in this matter for October 20, 2026.

Discussion

Counsel for Plaintiff attests that in recent responses to discovery, Plaintiff obtained information that suggested that Defendant’s failure to pay the shortfall fee was at least in part the result of the actions by MBV. (Baxter Decl., ¶ 4.) Between October 20, 2025 and December 1, 2025, Plaintiff received discovery responses and document production which first alerted it to potential claims against MBV and facts giving rise to a claim for intentional interference against both Defendant and MBV. (Id., ¶ 5.) Plaintiff filed the instant motion on December 22, 2025.

In opposition, Defendant argues that Plaintiff was aware of Defendant’s business relationship with MBV since at least December of 2024, and thus Plaintiff has engaged in an unreasonable delay before bringing the instant motion. Defendant argues that it will be prejudiced by the granting of the instant motion, as Defendant asserts that “this dispute is, and has always been, a pure contractual dispute between Deary and Manna Beverage—not BA. Due to Deary’s inexplicable decision to sue only BA, however, BA has already been forced to expend significant amounts of time and resources defending itself against a lawsuit it should not be involved in, regarding a contract (the APA) it never saw and was not a party to.” (Opp., p. 8:14-18.)

Defendant further argues that by allowing the amendment, the Court would “further expand the scope of this lawsuit by claiming that both BA and Manna Beverage intentionally interfered with each other’s respective contracts with Deary.” (Id., at p. 8:24-26.)

Courts are bound to apply a policy of great liberality in permitting amendments to the complaint “at any stage of the proceedings, up to and including trial,” absent prejudice to the adverse party. (Atkinson v. Elk Corp. (2003) 109 Cal.App.4th 739, 761; see also Magpali v. Farmers Group, Inc. (1996) 48 Cal.App.4th 471, 487 (no abuse of discretion in denying motion for leave to amend on eve of trial.) Generally, if delay in seeking the amendment has not misled or prejudiced the other side, the liberal policy of allowing amendments prevails. (Higgins v.

Del Faro (1981) 123 Cal.App.3d 558, 564-565; see Board of Trustees v. Superior Court (2007) 149 Cal.App.4th 1154, 1163 [“Thus, absent a showing of prejudice to the adverse party, the rule of great liberality in allowing amendment of pleadings will prevail.”]; see also Kittredge Sports Co. v. Sup Ct. (1989) 213 Cal.App.3d 1045, 1048 [citing Higgins v. Del Faro, supra, 123 Cal.App.3d at pp. 564-565].) Only very rarely will “a court will be justified in refusing a party leave to

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV003178: DEARY ENTERPRISES, INC. FORMERLY KNOWN AS NOR-CAL BEVERAGE CO., INC. vs BA SPORTS NUTRITION, LLC 05/13/2026 Hearing on Motion for Leave to File First Amended Complaint for Damages in Department 8D

amend his or her pleading so that he or she may properly present his or her case.” (Board of Trustees, supra, 149 Cal.App.4th at p. 1163.)

Here, Plaintiff presents evidence that Plaintiff’s counsel first learned of “the full measure of information and documentation” pertaining to MBV’s involvement in the transaction between Plaintiff and Defendant between October 20, 2025 and December 1, 2025. (Baxter Decl., ¶ 5.) The Court is not persuaded that the evidence presented by Defendant shows that Plaintiff was fully aware of the extent of MBV’s involvement before late 2025 when discovery responses were received. As such, the Court does not find that unreasonable delay occurred here.

Given that Defendant argues that the instant dispute is between Plaintiff and MBV, the Court is not persuaded that the adding of MBV to the action will prejudice Defendant. The crux of Defendant’s assertion of prejudice is that it should never have been named as a defendant in this matter and thus, further expansion of claims against it would be prejudicial. As an initial matter, the Court finds that the assertion of additional claims and legal theories is not prejudicial, as appellate courts have held that, for purposes of prejudice on a motion to amend, “it is irrelevant that new legal theories are introduced as long as the proposed amendments ‘relate to the same general set of facts.’ [Citation.]” (Atkinson v.

Elk Corp. (2003) 109 Cal.App.4th 739, 761 [citing Kittredge Sports Co. v. Superior Court (1989) 213 Cal.App.3d 1045, 1048, internal citations omitted].) Indeed, the Court notes that as Defendant was aware of MBV’s role in the transactions at issue, it was likely on notice that Plaintiff may seek to allege claims against MBV based on MBV’s involvement regarding the shortfall fee.

To the extent that Defendant argues there is no merit to the cause of action for intentional interference against Defendant, this goes to the sufficiency and/or merit of Plaintiff’s allegations, which is not generally a ground for denial of a motion for leave to amend (or a finding of prejudice to do so). While the Court may deny leave to amend where the facts are undisputed and it is clear that no cause of action can be stated as a matter of law, the Court does not find that the proposed amendments present such a circumstance here based on the proposed pleadings and arguments presented by the Parties at this time. (See Komorsky v.

Farmers Ins. Exch. (2019) 33 Cal. App. 5th 960, 971.) Rather, when the adequacy of the pleadings is unclear, “the proper course of action [is] to permit amendment, after which the defendants [may test] the complaint’s sufficiency via demurrer or motion for judgment on the pleadings.” (Armenta ex rel. City of Burbank v. Mueller Co. (2006) 142 Cal. App. 4th 636, 643.) The ruling on this motion is, of course, without prejudice to Defendant’s ability to file any applicable or appropriate

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV003178: DEARY ENTERPRISES, INC. FORMERLY KNOWN AS NOR-CAL BEVERAGE CO., INC. vs BA SPORTS NUTRITION, LLC 05/13/2026 Hearing on Motion for Leave to File First Amended Complaint for Damages in Department 8D

motions to test the sufficiency of the pleadings.

Disposition

Given that the Court has concluded this matter lacks probable prejudice and inexcusable delay, leave to amend is GRANTED. Plaintiff shall file and serve the proposed First Amended Complaint which is attached as Exhibit A to the declaration of Dan Baxter by no later than May 18, 2026. Although not required by statute or court rule, Plaintiff is directed to present the clerk a copy of this ruling at the time of filing the First Amended Complaint.

The minute order is effective immediately. No formal order pursuant to California Rules of Court, rule 3.1312 or further notice is required.