JACOB RASTEGAR, et al. vs CALIFORNIA NATURAL RESOURCES GROUP, LLC, A DELAWARE LIMITED LIABILITY COMPANY, et al.

2025CUPP054727: JACOB RASTEGAR, et al. vs CALIFORNIA NATURAL RESOURCES GROUP, LLC, A DELAWARE LIMITED LIABILITY COMPANY, et al. 08/20/2026 in Department 43 Demurrer by OILFIELD ELECTRIC COMPANY

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Motion: Demurrer of Cross-Defendant Oilfield Electric Company to Second Amended Cross- Complaint.

Tentative Ruling; The Demurrers of Cross-Defendant Oilfield Electric Company to the First Cause of Action (for Express Indemnity) and the Fifth Cause of Action (for Breach of Contract) of the Second Amended Cross-Complaint is SUSTAINED with leave to amend.

Cross-complainant is granted leave to file an amended pleading on or before September 5, 2026.

Moving party is ordered to serve notice of the Court’s ruling.

DISCUSSION

Meet and Confer

2025CUPP054727: JACOB RASTEGAR, et al. vs CALIFORNIA NATURAL RESOURCES GROUP, LLC, A DELAWARE LIMITED LIABILITY COMPANY, et al.

Code of Civil Procedure § 430.41(a) states:

“Before filing a demurrer pursuant to this chapter, the demurring party shall meet and confer in person, by telephone, or by video conference with the party who filed the pleading that is subject to demurrer for the purpose of determining whether an agreement can be reached that would resolve the objections to be raised in the demurrer.”

CCP § 430.41(a)(2) provides for an automatic extension if the parties are unable to meet and confer before the demurrer is due to be filed. Additionally, a failure to adequately meet and confer cannot serve as a basis to sustain or overrule a demurrer. (CCP § 430.41(a)(4).)

Curiously, the notice of Demurrer states, “Prior to filing this Demurrer and supporting documentation, counsel for Oilfield Electric met and conferred with counsel for Cross- Complainants regarding the basis of this Demurrer, but the parties could not reach an agreement.” This statement is contradicted by the declaration of John-Paul Mantone which ambiguously states, “Prior to filing this demurrer, I attempted to meet and confer in good faith with Cross- Complainants' counsel via phone. Unfortunately, we were not able to reach an agreement and this motion now follows.” The oblique reference to an “attempt” and the lack of detail regarding substance suggest that no actual dialogue occurred.

CCP § 430.41(a)(3) states:

(3) The demurring party shall file and serve with the demurrer a declaration stating either of the following: (A) The means by which the demurring party met and conferred with the party who filed the pleading subject to demurrer, and that the parties did not reach an agreement resolving the objections raised in the demurrer. (B) That the party who filed the pleading subject to demurrer failed to respond to the meet and confer request of the demurring party or otherwise failed to meet and confer in good faith.

It appears that counsel has failed to satisfy his obligation to meet and confer. His declaration establishes only that he made a phone call. Nothing more. The demurrer is unopposed, suggesting that the points raised by the demurrer may be conceded. Had counsel taken the time to engage in a good faith discussion with his colleague, this exercise might have been avoided. Instead, he chose to burden the Court with this Demurrer. If the foregoing is correct, counsel is admonished for this breach of his professional duties.

Merits

The First Cause of Action contains the following allegations:

17. At all relevant times, Cross-Complainants and Cross-Defendants entered into written agreements, including but not limited to leases, operating agreements, licenses, and/or related contracts (collectively, the "Agreements"), pursuant to

2025CUPP054727: JACOB RASTEGAR, et al. vs CALIFORNIA NATURAL RESOURCES GROUP, LLC, A DELAWARE LIMITED LIABILITY COMPANY, et al.

which Cross-Defendants were granted the right to enter upon, possess, use, operate, maintain, and control the subject real property and the equipment and infrastructure located thereon.

18. The Cross-Complainants are informed and believe, and thereon allege, that the Agreements contain express provisions requiring Cross-Defendants to indemnify, defend, and hold harmless Cross-Complainants from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses, including attorneys' fees, arising out of or relating to Cross-Defendants' use of the property, operations, and conduct.

19. The precise terms of the Agreements are presently unknown to Cross- Complainants. Cross-Complainants will seek leave to amend this Cross-Complaint to allege the specific contractual language once the Agreements are fully ascertained.

Cross-Complainants allege that the parties entered into written agreements, including leases, operating agreements, licenses, and related contracts, and allege that those agreements required Cross-Defendants to indemnify, defend, and hold harmless Cross-Complainants. However, the allegations do not identify with sufficient detail the particular agreement(s) between the parties that give rise to these contractual obligations, the specific parties to those agreement(s), or the substance of the provisions allegedly breached, other than a generalized allegation concerning indemnification.

Paragraph 19 compounds the problem by alleging that the precise terms of the agreements are presently unknown. While Cross-Complainants are not required to plead the agreements verbatim, they must allege with some certainty the substance of the contractual provisions on which their claims are based. The present allegations are too vague to establish the existence and terms of the particular contractual obligations allegedly breached.

An action for express indemnity can only arise from the terms of the parties' written agreement. Cross-Complainants vaguely allege that there are unknown agreements that contain indemnity, defense, and hold-harmless provisions. They do not allege the actual substance of the indemnity clause on which they rely for their claim, including what circumstances would trigger the alleged indemnity obligation. Accordingly, the Fifth Cause of Action for express indemnity is not properly pleaded.

A cause of action for breach of contract requires allegations establishing the existence of a contract, the plaintiff's performance or excuse for nonperformance, the defendant's breach, and resulting damages. A written contract may be pleaded according to its legal effect rather than by attaching a copy of the contract or quoting the contract verbatim. However, the plaintiff must allege the substance of the relevant contractual terms. See Heritage Pacific Financial, LLC v. Monroy (2013) 215 Cal.App.4th 972, 993–994. For these reasons, the demurrer to the Fifth Cause of Action is also sustained.

2025CUPP054727: JACOB RASTEGAR, et al. vs CALIFORNIA NATURAL RESOURCES GROUP, LLC, A DELAWARE LIMITED LIABILITY COMPANY, et al.

The demurrers to both the First and Fifth Causes of Action are sustained. Because the deficiencies could be cured by pleading the specifics of the agreement, if any, leave to amend is granted.

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