Luban Z Construction Corp. v. Nexus Urban Development LLC, et al.

The Court finds that Plaintiff has not satisfied the requirement of California Rules of Court, rule 3.1202, subdivision (c), that an applicant for an ex parte order must make an affirmative factual showing in a declaration containing competent testimony based on personal knowledge of irreparable harm, immediate danger, or other statutory basis for granting relief ex parte. Furthermore, moving party has not demonstrated any legal authority that there is a statutory right to priority hearing on a plaintiff's motion to strike a prejudgment claim of right to possession and an answer after a Motion for Summary Judgment has been granted on the issue of possession as between Plaintiff/moving party and Defendant/tenant. (See June 29, 2026 Ruling.) For all the foregoing reasons, the Ex Parte Application is DENIED. Moving party is to give notice.

20, 2026 JUDGE /DEPT: Mkrtchyan/512 CASE NAME: Luban Z Construction Corp. v. Nexus Urban COMP. FILED: 05-05-26 Development LLC, et al. CASE NUMBER: 26STCV14366 NOTICE: OK PROCEEDINGS: DEMURRER TO THE COMPLAINT AND MOTION TO STRIKE MOVING PARTY: Defendants Nexus Urban Development, LLC; Nexus 4918 Riverton, LLC; Nexus 4545 Prospect, LLC; GS 1929 Commonwealth Ave, LLC; LM Equity Partners LLC; Yuhui Li; Xufei Ai; and Giovanni F. Morales RESP. PARTY: Plaintiffs Luban Z Construction Corp. DEMURRER WITH MOTION TO STRIKE (CCP Sec.Sec. 430.10, et seq.; 435; 436) TENTATIVE RULING: Defendants Nexus Urban Development, LLC; Nexus 4918 Riverton, LLC; Nexus 4545 Prospect, LLC; GS 1929 Commonwealth Ave, LLC; LM Equity Partners LLC; Yuhui Li; Xufei Ai; and Giovanni F.

Morales's Demurrer to the Complaint is SUSTAINED WITH 30 DAYS' LEAVE TO AMEND as to the eighth cause of action. Defendants' Motion to Strike the allegations regarding punitive damages from the eighth cause of action and the prayer for relief in the Complaint is GRANTED. Moving parties are ordered to give notice. SERVICE: [X] Proof of

Service Timely Filed (CRC, rule 3.1300) OK [X] Correct Address (CCP Sec.Sec. 1013, 1013a) OK [X] 16/21 Court Days Lapsed (CCP Sec.Sec. 12c, 1005(b)) OK OPPOSITION: Filed on August 7, 2026 [] Late [] None REPLY: Filed on August 13, 2026 [] Late [] None ANALYSIS: I.

Background

On May 5, 2026, Plaintiff Luban Z Construction Corporation ("Plaintiff") filed the instant action against Defendants Nexus Urban Development LLC; Yuhui Li; Xufei Ai; Giovanni F Morales; Nexus 4918 Riverton, LLC; Nexus 4545 Prospect, LLC; GS 1929 Commonwealth Ave, LLC; and LM Equity Partners LLC ("Defendants") and Does 1-50, alleging causes of action for Money Due on Open Book Account; Account Stated; Common Counts; Breach of Contract; To Foreclose Mechanic's Lien; Unjust Enrichment; Quantum Meruit; Promise Without Intent to Perform; and Breach of the Implied Covenant of Good Faith and Fair Dealing. (Compl.)

On June 10, 2026, Defendants filed the instant Demurrer to Plaintiff's Verified Complaint (the "Demurrer") and Motion to Strike Portions of Plaintiff's Verified Complaint (the "Motion"). On August 7, 2026, Plaintiff filed Oppositions to the Demurrer and Motion. On August 13, 2026, Moving Defendants filed Replies to the Demurrer and Motion. II. Legal Standard "As a general matter, in a demurrer proceeding, the defects must be apparent on the face of the pleading or via proper judicial notice. (Donabedian v.

Mercury Ins. Co. (2004) 116 Cal.App.4th 968, 994.) "A demurrer tests the pleading alone, and not the evidence or facts alleged." (E-Fab, Inc. v. Accountants, Inc. Servs. (2007) 153 Cal.App.4th 1308, 1315.) As such, the court assumes the truth of the complaint's properly pleaded or implied factual allegations. (Ibid.) The only issue a demurrer is concerned with is whether the complaint, as it stands, states a cause of action. (Hahn v. Mirda (2007) 147 Cal.App.4th 740, 747.) A general demurrer may be brought under Code of Civil Procedure section 430.10, subdivision (e) if insufficient facts are stated to support the cause of action asserted or under section 430.10, subdivision (a), where the court has no jurisdiction of the subject of the cause of action alleged in the pleading.

All other grounds listed in Section 430.10, including uncertainty under subdivision (f), are special

demurrers. 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). III.

Discussion

A. Meet and Confer Code of Civil Procedure section 430.41 requires that "[b]efore 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." (Code Civ. Proc., Sec. 430.41, subd. (a).) The parties are to meet and confer at least five days before the date the responsive pleading is due. (Code Civ.

Proc., Sec. 430.41, subd. (a)(2).) Thereafter, the demurring party shall file and serve a declaration detailing their meet and confer efforts. (Code Civ. Proc., Sec. 430.41, subd. (a)(3).) Here, Defendants filed a declaration attesting that the parties' counsels telephonically met and conferred regarding the issues raised in the Demurrer prior to filing as required by Code of Civil Procedure section 430.41, subdivision (a). (Demurrer, McNulty Decl.) The parties were unable to reach a resolution. (Demurrer, McNulty Decl.)

Thus, the Court finds the meet and confer requirement is satisfied. Further, the Court notes that any disputes between the parties regarding meet and confer efforts, or any deficient meet and confer, are not grounds to overrule the Demurrer. (See Demurrer; Opp.; Reply; Code Civ. Proc., Sec. 430.41(a)(4).) B. Demurrer Defendants demur solely as to the eighth cause of action in the Complaint - namely, the cause of action for Fraud. Defendants contend that a mere failure to perform a promise is not sufficient to prove fraud. (Demurrer, p. 5.)

Further, Defendants state that only three of the Defendants made promises to Plaintiff; the Complaint fails to state sufficient allegations as to Defendants' intention(s) and Plaintiff's reliance so as to satisfy the heightened pleading standard required for fraud causes of action; and there are insufficient facts pled to demonstrate that Plaintiff suffered any damages from Defendants' conduct other than those arising from the breach of contract claims. (Demurrer, pp. 6-8.) The Demurrer also states there are insufficient facts in the Complaint to support the claim for punitive damages in the Complaint. (Demurrer, pp. 8-9.)

The Demurrer requests leave to amend the Complaint should be denied. (Demurrer, p. 9.)

In Opposition, Plaintiff states the Demurrer fails to comply with California Rules of Court, rule 3.1320 and Code of Civil Procedure section 430.60 on the grounds that the Demurrer's challenges to the eighth cause of action in the Complaint fails to account for facts pleaded earlier in the Complaint. (Opp., pp. 2-3.) Further, Plaintiff contends the Complaint states sufficient facts to allege Promissory Fraud against all Defendants (Opp., pp. 4-5), and the allegations in the Complaint establish alter ego liability among all named Defendants. (Opp., pp. 5-6.)

Additionally, Plaintiff contends the Demurrer does not defeat the Complaint's claim for punitive damages. (Opp., pp. 6-7.) Finally, Plaintiff requests that, should the Court find any deficiency in the Complaint, Plaintiff be granted leave to amend. (Opp., pp. 7-8.) In Reply, Defendants refute the Opposition's contentions and state that the Demurrer is not procedurally deficient; Plaintiff's contentions that allegations in the Complaint that pertain to Plaintiff's continuance of labor under the contract are separate and apart from allegations relating to Defendants' inducement of Plaintiff to enter into written agreements and thus do not save the eighth cause of action; and the Complaint fails to adequately and clearly distinguish between common facts to all causes of action versus facts supporting the breach of contract claims versus facts supporting the fraud claims. (See Reply.)

Additionally, Defendants state that the Opposition contains multiple arguments that are irrelevant to the fraud analysis, and Defendants reiterate arguments raised in the Demurrer. (Reply.) Cause of Action No. 8 - Fraud The elements of fraud are: " '(a) misrepresentation (false representation, concealment, or nondisclosure); (b) knowledge of falsity (or 'scienter'); (c) intent to defraud, i.e., to induce reliance; (d) justifiable reliance; and (e) resulting damage.' " (Charnay v. Cobert (2006) 145 Cal.App.4th 170, 184, citing Lazar v.

Superior Court (1996) 12 Cal.4th 631, 638.) A cause of action for fraud must be " 'pled specifically; general and conclusory allegations do not suffice. ... " 'This particularity requirement necessitates pleading facts which " 'show how, when, where, to whom, and by what means the representations were tendered.' " ' " (Small v. Fritz Companies, Inc. (2003) 30 Cal.4th 167, 184, citing Lazar, supra, 12 Cal.4th at p. 645.) "Promissory fraud thus consists of making a promise without the present intention to perform it, i.e., misrepresenting the speaker's then-present intentions." (Yield Dynamics, Inc. v.

TEA Systems Corp. (2007) 154 Cal.App.4th 547, 575, emphasis in original.) " 'A promise made without any intention of performing it' constitutes actual fraud." (Church of Merciful Savior v. Volunteers of America, Inc. (1960) 184 Cal.App.2d 851, 858.) "Civil Code section 1566 provides that consent to a contract is voidable when obtained by, among other things, fraud. Civil Code section 1571 distinguishes between actual fraud and constructive fraud.... Civil Code section 1572 is limited to acts committed by one party to a contract with intent to deceive another party to the contract or to induce someone to enter into a contract." (Masters v.

San

Bernardino County Employees Retirement Assn. (1995) 32 Cal.App.4th 30, 41.) As an initial matter, the Court does not find the Demurrer violates the California Rules of Court. Turning to the merits of the Demurrer, the Complaint alleges, in pertinent part, that Defendants executed written agreements and authorized Plaintiff to perform construction work at 4545 Prospect Avenue, 4918 Riverton Avenue, and 1929 North Commonwealth Avenue, and promised to pay Plaintiff for the work. (Compl., P. 97.) Defendants' promises to pay for the work were material to Plaintiff's decision to perform the work; Defendants knew their promises were material to Plaintiff's completion of the work; Defendants' promises were made without any intention of performing them; Plaintiff was unaware of Defendants' intention to not perform the promises and acted in justifiable reliance on Defendants' promises; and Plaintiff's justifiable reliance on Defendants' conduct caused Plaintiff to incur damages of $709,402.50 for work done at 4545 Prospect Avenue; $1,164,905.06 for work done at 4918 Riverton Avenue; $1,209,026.37 for work done at 1929 North Commonwealth Avenue. (Compl., P.P. 98-102.)

Further, the Complaint alleges that "(a) there existed and now exists a unity of interest, ownership, and operation between Defendants such that the individuality and separateness of Defendants has ceased or never existed; and, (b) their failure to disregard the separate corporate entity would sanction a fraud or promote injustice....Defendants, acted for each other in connection with the conduct hereinafter allege and that each of them performed the acts complained of herein as agents of each other and each is therefore fully liable for the acts of the other." (Compl., P.P. 23, 24.)

The Court finds these allegations are insufficient to plead a fraud cause of action. Indeed, the Court finds the facts in the Complaint are not pled with sufficient particularity as to how, when, where and by what means the false promises by Defendants were made to Plaintiff; how Defendants' false promises specifically caused damage to Plaintiff; and how and by what means Defendants knew of the fraudulent promises and intended to defraud Plaintiff by them. (See Small, supra, 30 Cal.4th at p. 184; Yield Dynamics, Inc., supra, 154 Cal.App.4th at p. 575.)

To the extent Plaintiff attempts to point to allegations in the Complaint that solely pertain to other causes of action and/or are not pled in the common allegations portion of the Complaint or in the eighth cause of action, the Court does not find these allegations are properly pled in relation to the eighth cause of action or are enough to warrant a finding that the Complaint is satisfactorily and particularly pled as to the eighth cause of action. Accordingly, the Demurrer is SUSTAINED as to the eighth cause of action.

Where a demurrer is sustained, leave to amend must be allowed where there is a reasonable possibility of successful amendment. (Goodman, supra,18 Cal.3d at p. 348.) "If 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, supra, 70 Cal.2d at p. 245). Given the arguments raised in the Opposition, Plaintiff's request for leave to amend, and that this is the first challenge to the eighth cause of action, the Demurrer to the Complaint is SUSTAINED WITH LEAVE TO AMEND as to the eighth cause of action. C. Motion to Strike Defendants move to strike the request for punitive or exemplary damages included in the eighth cause of action and the Prayer for Relief in the Complaint. (Motion, pp. 2, 6-8.) In Opposition, Plaintiff contends the Complaint contains sufficient allegations to support the punitive damages requests in the Complaint.

Specifically, Plaintiff states the punitive damages allegations are "predicated entirely upon the Eighth Cause of Action for promissory fraud." (Opp., pp. 2-4.) Should the Court find any deficiency in the allegations supporting the punitive damages request, Plaintiff requests the Court grant leave to amend. (Opp., p. 4.) In Reply, Defendants contend that the Complaint's allegations regarding oral misrepresentations are inapt to support the punitive damages request because they only apply to the breach of contract claim (Reply, pp. 1-4), and contractual liability is insufficient to support the claim for punitive damages. (Reply, pp. 4-5.)

The Reply reiterates arguments raised in the Motion. (Reply.)

Legal Standard

California law authorizes a party's motion to strike matter from an opposing party's pleading if it is irrelevant, false, or improper. (Code Civ. Proc. Sec.Sec. 435, 436.) Motions may also target pleadings or parts of pleadings that are not filed or drawn in conformity with applicable laws, rules, or orders. (Code Civ. Proc. Sec. 436, subd. (b).) The Code of Civil Procedure also authorizes the Court to act on its own initiative to strike matters, empowering the Court to enter orders striking matter "at any time in its discretion, and upon terms it deems proper." (Code Civ.

Proc. Sec. 436.) Finally, Code of Civil Procedure section 435.5 requires that "[b]efore filing a motion to strike pursuant to this chapter, the moving party shall meet and confer in person or by telephone with the party who filed the pleading that is subject to the motion to strike for the purpose of determining whether an agreement can be reached that resolves the objections to be raised in the motion to strike." (Code Civ. Proc. Sec. 435.5, subd. (a).) (Emphasis added.) Punitive damages are authorized by Civil Code section 3294 in non-contract cases "where the defendant has been guilty of oppression, fraud, or malice, express or implied . . . ." (Civil Code, Sec. 3294, subd. (a).)

Malice means conduct which is intended by the defendant to cause injury to the plaintiff or despicable conduct which is carried on by the defendant with a willful and conscious disregard of the rights or safety of others. (Civil Code, Sec. 3294, subd. (c)(1).) Oppression

means despicable conduct that subjects a person to cruel and unjust hardship in conscious disregard of that person's rights. (Civil Code, Sec. 3294, subd. (c)(2).) Fraud means an intentional misrepresentation, deceit, or concealment of a material fact known to the defendant with the intention on the party of the defendant of thereby depriving a person of property or legal rights or otherwise causing injury. (Civil Code, Sec. 3294, subd. (c)(3).) " '[P]unitive damages " 'are never recoverable for breach of contract, no matter how willful or malicious, except where the wrongful act is also a tort.' " ' " (Rattagan, supra, 17 Cal.5th at p. 20.)

Meet and Confer As an initial matter, the Court finds Defendants have satisfied the meet and confer requirement of Code of Civil Procedure section 435.5. (Motion, McNulty Decl., P. 4.) Punitive Damages Here, the parties do not dispute that the Complaint seeks punitive damages solely in conjunction with the eighth cause of action. The Demurrer has been sustained as to the eighth cause of action, and there are no other causes of action pled to support a request for punitive damages. Thus, the Motion's request to strike the allegations regarding punitive damages from the eighth cause of action and the prayer for relief in the Complaint is GRANTED.

IV. Conclusion & Order For the foregoing reasons, Defendants Nexus Urban Development, LLC; Nexus 4918 Riverton, LLC; Nexus 4545 Prospect, LLC; GS 1929 Commonwealth Ave, LLC; LM Equity Partners LLC; Yuhui Li; Xufei Ai; and Giovanni F. Morales's Demurrer to the Complaint is SUSTAINED WITH 30 DAYS' LEAVE TO AMEND as to the eighth cause of action. Defendants' Motion to Strike the allegations regarding punitive damages from the eighth cause of action and the prayer for relief in the Complaint is GRANTED.

Moving parties are ordered to give notice. | Home -->)" -->