Greenoak Investments LLC, a California Limited Liability Company vs. Aveson, a California Non-Profit Public Benefit Corporation, et al.

Thus, the motion to quash is granted.

Plaintiff Farshid Moossazadeh's Motion to Quash Subpoenas is GRANTED. The Court encourages the parties to meet and confer regarding the reasonable scope of the subpoenas prior to the issuance of new subpoenas to these same providers.

Investments LLC, a California Limited Liability Company vs. Aveson, a California Non-Profit Public Benefit Corporation, et al. Demurrer to Plaintiff's First Amended Complaint Moving Party: Defendant Aveson, a California Non-Profit Public Benefit Corporation Responding Party: Plaintiff Greenoak Investments LLC, a California Limited Liability Tentative Ruling: Sustain BACKGROUND On August 15, 2025, Plaintiff Greenoak Investments LLC, a California Limited Liability ("Plaintiff") filed a complaint against Defendants Aveson, a California Non-Profit Public Benefit Corporation ("Aveson"), Ian McFeat ("McFeat"), and Does 1 through 25, alleging the following causes of action: (1) breach of written contract; (2) breach of implied covenant of good faith and fair dealing; (3) deceit; (4) negligent misrepresentation; (5) fraudulent business practices (Cal.

Bus. & Prof. Code Sec. 17200); and (6) express indemnification. On March 13, 2026, the Court sustained in part the demurrer to the deceit cause of action with leave to amend. On April 1, 2026, Plaintiff filed the operative first amended complaint ("FAC") against the same defendants, alleging the following causes of action: (1) breach of written contract; and (2) deceit (misrepresentation). The following facts are alleged in the FAC. Aveson operates a charter school. On or about January 7, 2025, Aveson lost its school campus in the Eaton Fire.

Plaintiff, through its agent Excel Property Management Services Inc., reached out to McFeat, who was then the superintendent, executive director, and CEO of Aveson, and offered Aveson use of Plaintiff's building located at 530-532 East Colorado Boulevard, Pasadena, California 91101, to serve as a temporary satellite location for the school. (FAC P. 10.) On or about February 7, 2025, following Aveson's review of the Property and negotiations between the parties, Aveson and Plaintiff entered into a license agreement for the Property's use by Aveson (the "License Agreement").

The License Agreement required Aveson to obtain a temporary certificate of occupancy ("TCO") from the City of Pasadena,

and the agreement provided that Aveson's failure to obtain all necessary permits for the lawful operation of the Property, such as the TCO, would automatically terminate the agreement without further obligation by either party. (FAC P.P. 14 - 15.) On or about February 12, 2025, the City of Pasadena communicated it was prepared to issue the TCO to Aveson, subject to minor additions. On the morning of February 12, McFeat communicated via email to Plaintiff that Aveson was "out on the lease for Colorado" and Aveson ceased its efforts to secure a TCO from the City. (FAC P. 16.)

On February 19, 2025, McFeat called Plaintiff's leasing associate and informed the associate that McFeat never had approval from Aveson's board to sign the License Agreement. On February 24, 2025, McFeat called the associate to inform him that the board did not approve of the license agreement and that a board member found another location that better suited the school's needs. (FAC P. 17.) On or about April 28, 2025, Plaintiff gave written notice to Aveson of its default under the license agreement, and a formal demand for payment was made upon Aveson and McFeat on or about June 3, 2025. (FAC P.P. 18 - 19.)

Defendant Aveson ("Defendant") now demurs to the second cause of action. Plaintiff opposes, and Defendant replies. MOVING PARTY POSITION Defendant argues that Plaintiff failed to state facts sufficient to constitute a fraud cause of action because Plaintiff failed to specifically allege facts showing knowledge of falsity or intent to deceive when the License Agreement was executed. Defendant further argues that Plaintiff failed to plead a fraud claim that is distinct from its contract claim. OPPOSITION Plaintiff contends that the FAC sets forth two material misrepresentations made by McFeat on behalf of Defendant regarding his right to bind Aveson to the License Agreement and his demand that Plaintiff expediate the process of preparing the building for Defendant's use, despite knowing that approval from Defendant's board was still required.

Plaintiff further contends that the fraud cause of action is pleaded with reasonable particularity and not barred by the economic loss rule. REPLY Defendant responds that Plaintiff's opposition identifies no facts showing a knowingly false representation of authority by McFeat and that Plaintiff's theory that the

alleged expedited work request constituted an independently actionable misrepresentation is not pleaded in the FAC and, nonetheless, fails as a matter of law. 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 Per the declaration of defense counsel Giles Judd, counsel for the parties telephonically met and conferred regarding the instant demurrer on Apri 27, 2026, and were unable to reach a resolution. (Judd Decl.

P. 2.)

III. Request for Judicial Notice Pursuant to Defendant's request, the Court takes judicial notice of its prior ruling on the demurrer to Plaintiff's complaint in the instant action. (Evid. Code Sec. 452, subd. (d).) IV.

Discussion

A. Deceit (Second Cause of Action) "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.)¿¿ "In California, fraud must be pled specifically; general and conclusory allegations do not suffice." (Lazar v. Superior Court (1996) 12 Cal.4th 631, 645.) The particularity requirement requires that facts be pleaded that show how, when, where, to whom, and by what means the representations were tendered. (Ibid.) "The requirement of specificity in a fraud action against a corporation requires the plaintiff to allege the names of the persons who made the allegedly fraudulent representations, their authority to speak, to whom they spoke, what they said or wrote, and when it was said or written." (Tarmann v.

State Farm Mut. Auto. Ins. Co. (1991) 2 Cal.App.4th 153, 157.) "[T]he requirement of specificity is relaxed when the allegations indicate that 'the defendant must necessarily possess full information concerning the facts of the controversy' [citation] or 'when the facts lie more in the knowledge of the opposite party.'" (Id. at 158.)¿ Here, in support of its fraud claim, Plaintiff alleges as follows: "First, at the time McFeat, on behalf of Aveson, entered into the License Agreement on or about February 7, 2025, McFeat's was Superintendent, Executive Director and Chief Executive Officer of Aveson.

In that capacity and that that time (i.e., February 7, 2025), McFeat was fully aware of whether or not "Board approval" was necessary to approve of the License Agreement as a binding obligation of Aveson. At the time McFeat, on behalf of Aveson, entered into the License Agreement (i.e., February 7, 2025), McFeat had personally negotiated the terms of the License Agreement, with assistance by Aveson's legal counsel. McFeat was fully aware he was making the written representation and warranty at Section 25, Miscellaneous.

Subsection (e), Authority. Page 9, of the License Agreement, that '... such individual [McFeat] is duly authorized to execute and deliver this License Agreement on behalf of Licensee [Aveson] and that this License Agreement is binding upon the Licensee [Aveson] in accordance with its terms.'" (FAC P. 27, italics in original.) Plaintiff also alleges as follows: "Second, on or about February 7, 2025, and immediately thereafter when McFeat informed Elliott Gabay, a Leasing Associate of Plaintiff, and various workers at the site, that Aveson wanted to start using the Building for classes as soon as possible

pursuant to Section 1, License. Subsection (b), Page 1, of the License Agreement (discussed above at Subparagraph 12.3) and to expediate the process pursuant to Aveson's specific request, McFeat was fully aware that the Board of Aveson had not given approval for entering into the License Agreement and Aveson would ultimately dispute the enforceability of the License Agreement." (FAC P. 28.) However, the Court finds that these allegations and the underlying factual allegations set forth in the FAC do not show the "how, when, where, to whom, and by what means" with the specificity required to bring a claim against either McFeat, as an individual, or Aveson, as a corporation.

Nor do the alleged facts show that Aveson and McFeat had knowledge of the falsity of his warranty under Section 25(e) of the License Agreement that he had authority to execute the agreement on Aveson's behalf. (See FAC P. 11, Exh. 1, at p. 9.) In particular, as the approval of Aveson's board was not an express condition for performance under the License Agreement (see id., Exh. 1.), and as Plaintiff alleges that the License Agreement "was negotiated and formally approved, inclusive of participation by Avenson's legal counsel, and mutually executed on or about February 7, 2025" (id.

P. 11), the FAC does not show that McFeat made an actionable misrepresentation or promise without an intent to perform on behalf of Aveson Nor has Plaintiff alleged facts, rather than conclusions of fact, showing McFeat's intent to deceive Plaintiff at the time the License Agreement was executed. (Id. P. 29.) To the extent that Plaintiff now alleges that McFeat made intentional misrepresentations as to the need for board approval to induce Plaintiff to expediate the process of preparing the building for Aveson's use, the same pleading deficiencies are apparent on the face of the FAC as to McFeat's intent and knowledge. (Id.

P.P. 15-1 7, 28.) Accordingly, the Court finds that Plaintiff failed to state a cause of action for deceit based on these alleged misrepresentations. Thus, as Plaintiff failed to cure the prior deficiencies and failed to show how the FAC could be amended to state a good cause of action for fraud against Defendant, the demurrer is sustained without leave to amend. As a result, the Court does not reach the issue of whether the economic loss rule bars Plaintiff's fraud claim. RULING Defendant Aveson, a California Non-Profit Public Benefit Corporation 's Demurrer to Plaintiff's First Amended Complaint is SUSTAINED without leave to amend. _______________________ Greenoak Investments LLC, a California Limited Liability Company vs.

Aveson, a California Non-Profit Public Benefit Corporation, et al. (1) Demurrer to Plaintiff's First Amended Complaint; (2) Motion to Strike Portions of Plaintiff's First Amended Complaint Moving Party: Defendant Ian McFeat Responding Party: Plaintiff Greenoak Investments LLC, a California Limited Liability

Tentative Ruling: (1) Sustain; (2) Grant BACKGROUND On August 15, 2025, Plaintiff Greenoak Investments LLC, a California Limited Liability ("Plaintiff") filed a complaint against Defendants Aveson, a California Non-Profit Public Benefit Corporation ("Aveson"), Ian McFeat ("McFeat"), and Does 1 through 25, alleging the following causes of action: (1) breach of written contract; (2) breach of implied covenant of good faith and fair dealing; (3) deceit; (4) negligent misrepresentation; (5) fraudulent business practices (Cal.

Bus. & Prof. Code Sec. 17200); and (6) express indemnification. On March 13, 2026, the Court sustained in part the demurrer to the deceit cause of action with leave to amend. On April 1, 2026, Plaintiff filed the operative first amended complaint ("FAC") against the same defendants, alleging the following causes of action: (1) breach of written contract; and (2) deceit (misrepresentation). The following facts are alleged in the FAC. Aveson operates a charter school. On or about January 7, 2025, Aveson lost its school campus in the Eaton Fire.

Plaintiff, through its agent Excel Property Management Services Inc., reached out to McFeat, who was then the superintendent, executive director, and CEO of Aveson, and offered Aveson use of Plaintiff's building located at 530-532 East Colorado Boulevard, Pasadena, California 91101, to serve as a temporary satellite location for the school. (FAC P. 10.) On or about February 7, 2025, following Aveson's review of the Property and negotiations between the parties, Aveson and Plaintiff entered into a license agreement for the Property's use by Aveson (the "License Agreement").

The License Agreement required Aveson to obtain a temporary certificate of occupancy ("TCO") from the City of Pasadena, and the agreement provided that Aveson's failure to obtain all necessary permits for the lawful operation of the Property, such as the TCO, would automatically terminate the agreement without further obligation by either party. (FAC P.P. 14 - 15.) On or about February 12, 2025, the City of Pasadena communicated it was prepared to issue the TCO to Aveson, subject to minor additions.

On the morning of February 12, McFeat communicated via email to Plaintiff that Aveson was "out on the lease for Colorado" and Aveson ceased its efforts to secure a TCO from the City. (FAC P. 16.) On February 19, 2025, McFeat called Plaintiff's leasing associate and informed the associate that McFeat never had approval from Aveson's board to sign the License Agreement. On February 24, 2025, McFeat called the associate to inform him that the board did not approve of the license agreement and that a board member found another location that better suited the school's needs. (FAC P. 17.)

On or about April 28, 2025, Plaintiff gave written notice to Aveson of its default under the license agreement, and a formal demand for payment was made upon Aveson and McFeat on or about June 3, 2025. (FAC P.P. 18 - 19.) Defendant McFeat ("Defendant") now concurrently demurs to the second cause of action and moves to strike Plaintiff opposes, and Defendant replies. MOVING PARTY POSITION In support of his demurrer, Defendant argues that Plaintiff failed to state facts sufficient to constitute a fraud cause of action as Plaintiff failed to set forth factual allegations establishing the elements of fraud with requisite particularity.

Defendant also argues that the fraud claim is barred by the economic loss rule. In support of his motion to strike, Defendant argues that the claimed punitive damages are not properly sought under Code of Civil Procedure section 3294(a) as the instant action arises from the alleged breach of the License Agreement. OPPOSITION In opposition to the demurrer, Plaintiff contends that the FAC sets forth two material misrepresentations made by Defendant on behalf of Aveson regarding his right to bind Aveson to the License Agreement and his demand that Plaintiff expediate the process of preparing the building for Aveson's use, despite knowing that approval from Aveson's board was still required.

Plaintiff further contends that the fraud cause of action is pleaded with reasonable particularity and not barred by the economic loss rule. In opposition to the motion to strike, Plaintiff contends that the alleged misrepresentations support its punitive damages claim and that it may properly seek to collect the costs incurred for the expediated workmanship in preparing the building for Aveson's use. REPLY In reply to the opposition to the demurrer, Defendant responds that Plaintiff failed to plead with particularity Defendant's fraud, including the justifiable reliance, causation, and damages elements of this cause of action, and reiterates his argument that the economic loss rule bars the fraud claim.

In reply to the opposition to the motion to strike, Defendant reiterates his arguments and responds that the FAC does not set forth facts showing that any damages flowing from the alleged breach of the License Agreement are independent of the expedited costs that Plaintiff alleges were caused by Defendant's misrepresentation regarding board approval.

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.) B. Motion to Strike 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, subd. (a).)¿ Motions may also target pleadings or parts of pleadings which are not filed or drawn in conformity with applicable laws, rules or orders.¿ (Code Civ. Proc. Sec. 436, subd. (b).)¿ A motion to strike is used to address defects that appear on the

face of a pleading or from judicially noticed matter but that are not grounds for a demurrer.¿ (Pierson v Sharp Memorial Hospital (1989) 216 Cal.App.3d 340, 342; see, also, City & County of San Francisco v Strahlendorf (1992) 7 Cal.App.4th 1911, 1913 (motion may not be based on a party's declaration or factual representations made by counsel in the motion papers).)¿ In particular, a motion to strike can be used to attack the entire pleading or any part thereof - in other words, a motion to strike may target single words or phrases, unlike demurrers.¿ (Warren v.

Atchison, Topeka & Santa Fe Railway Co. (1971) 19 Cal.App.3d 24, 40.)¿ 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.)¿ 1. Punitive Damages Punitive damages may be imposed where it is proven by clear and convincing evidence that the defendant has been guilty of oppression, fraud, or malice. (Civ. Code, Sec. 3294, subd. (a).) "Malice" is conduct intended by the defendant to cause injury to the plaintiff or despicable conduct which is carried on with a willful and conscious disregard of the rights or safety of others. (Civ.

Code, Sec. 3294, subd. (c)(1).) "'Punitive damages are proper only when the tortious conduct rises to levels of extreme indifference to the plaintiff's rights, a level which decent citizens should not have to tolerate.' [Citation.]" (Lackner v. North (2006) 135 Cal.App.4th 1188, 1210.) "As amended to include [despicable], the [Civil Code section 3294] plainly indicates that absent an intent to injure the plaintiff, 'malice' requires more than a 'willful and conscious' disregard of the plaintiffs' interests.

The additional component of 'despicable conduct' must be found." (College Hospital Inc. v. Superior Court (1994) 8 Cal.4th 704, 725.) The statute's reference to despicable conduct represents a "new substantive limitation on punitive damage awards." (Ibid.) Despicable conduct is "conduct which is so vile, base, contemptible, miserable, wretched or loathsome that it would be looked down upon and despised by ordinary decent people. Such conduct has been described as 'having the character of outrage frequently associated with crime.' [Citation.]" (Tomaselli v.

Transamerica Ins. Co. (1994) 25 Cal.App.4th 1269, 1287.) And there also "must be evidence that defendant acted with knowledge of the probable dangerous consequences to plaintiff's interests and deliberately failed to avoid these consequences." (Flyer's Body Shop Profit Sharing Plan v. Ticor Title Ins. Co. (1986) 185 Cal.App.3d 1149, 1155.) Further, "when seeking damages from an employer, an employer is not liable for punitive damages arising from an employee's actions pursuant to Civil Code section 3294(a) unless the employer had advance knowledge of the unfitness of the employee and employed him or her with a conscious disregard of the rights or safety of others or authorized or ratified the wrongful conduct for which the damages are awarded or was

personally guilty of oppression, fraud, or malice. (Civ. Code Sec. 3294, subd. (b).) With respect to a corporate employer, the advance knowledge and conscious disregard, authorization, ratification or act of oppression, fraud, or malice must be on the part of an officer, director, or managing agent of the corporation. (Ibid.) A motion to strike punitive damages is properly granted where a plaintiff fails to state a prima facie claim for punitive damages, including well-pleaded allegations that defendant is guilty of oppression, fraud or malice. (Turman v.

Turning Point of Cent. California, Inc. (2010) 191 Cal.App.4th 53, 63.) "Mere negligence, even gross negligence, is not sufficient to justify such an award" for punitive damages. (Kendall Yacht Corp. v. United California Bank (1975) 50 Cal.App.3d 949, 958.) Moreover, conclusory allegations are not sufficient to support a claim for punitive damages. (Brousseau v. Jarrett (1977) 73 Cal.App.3d 864, 872.) Lastly, "[t]he mere allegation an intentional tort was committed is not sufficient to warrant an award of punitive damages.

Not only must there be circumstances of oppression, fraud, or malice, but facts must be alleged in the pleading to support such a claim." (Grieves v. Superior Court (1984) 157 Cal.App.3d 159, 166.) II. Meet and Confer Per the declaration of defense counsel David Harford, counsel for the parties telephonically met and conferred regarding the instant demurrer on Apri 26, 2026, and were unable to reach a resolution. (Harford Decl. P. 3.) Although defense counsel fails to address whether a meet and confer took place regarding the issues raised by the instant motion to strike, "[a] determination by the court that the meet and confer process was insufficient shall not be grounds to grant or deny the motion to strike." (Code Civ.

Proc. Sec. 435.5, subd. (a)(4).) III.

Discussion

A. Demurrer i. Deceit (Second Cause of Action) "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.)¿¿ "In California, fraud must be pled specifically; general and conclusory allegations do not suffice." (Lazar v. Superior Court (1996) 12 Cal.4th 631, 645.)

The particularity requirement requires that facts be pleaded that show how, when, where, to whom, and by what means the representations were tendered. (Ibid.) Here, in support of its fraud claim, Plaintiff alleges as follows: "First, at the time McFeat, on behalf of Aveson, entered into the License Agreement on or about February 7, 2025, McFeat's was Superintendent, Executive Director and Chief Executive Officer of Aveson. In that capacity and that that time (i.e., February 7, 2025), McFeat was fully

aware of whether or not "Board approval" was necessary to approve of the License Agreement as a binding obligation of Aveson. At the time McFeat, on behalf of Aveson, entered into the License Agreement (i.e., February 7, 2025), McFeat had personally negotiated the terms of the License Agreement, with assistance by Aveson's legal counsel. McFeat was fully aware he was making the written representation and warranty at Section 25, Miscellaneous. Subsection (e), Authority. Page 9, of the License Agreement, that '... such individual [McFeat] is duly authorized to execute and deliver this License Agreement on behalf of Licensee [Aveson] and that this License Agreement is binding upon the Licensee [Aveson] in accordance with its terms.'" (FAC P. 27, italics in original.)

Plaintiff also alleges as follows: "Second, on or about February 7, 2025, and immediately thereafter when McFeat informed Elliott Gabay, a Leasing Associate of Plaintiff, and various workers at the site, that Aveson wanted to start using the Building for classes as soon as possible pursuant to Section 1, License. Subsection (b), Page 1, of the License Agreement (discussed above at Subparagraph 12.3) and to expediate the process pursuant to Aveson's specific request, McFeat was fully aware that the Board of Aveson had not given approval for entering into the License Agreement and Aveson would ultimately dispute the enforceability of the License Agreement." (FAC P. 28.)

However, the Court finds that these allegations and the underlying factual allegations set forth in the FAC do not show the "how, when, where, to whom, and by what means" with the specificity required to bring a claim against either McFeat, as an individual, or Aveson, as a corporation. Nor do the alleged facts show that Aveson and McFeat had knowledge of the falsity of his warranty under Section 25(e) of the License Agreement that he had authority to execute the agreement on Aveson's behalf. (See FAC P. 11, Exh. 1, at p. 9.)

In particular, as the approval of Aveson's board was not an express condition for performance under the License Agreement (see id., Exh. 1.), and as Plaintiff alleges that the License Agreement "was negotiated and formally approved, inclusive of participation by Avenson's legal counsel, and mutually executed on or about February 7, 2025" (id. P. 11), the FAC does not show that McFeat made an actionable misrepresentation or promise without an intent to perform on behalf of Aveson Nor has Plaintiff alleged facts, rather than conclusions of fact, showing McFeat's intent to deceive Plaintiff at the time the License Agreement was executed. (Id.

P. 29.) To the extent that Plaintiff now alleges that McFeat made intentional misrepresentations as to the need for board approval to induce Plaintiff to expediate the process of preparing the building for Aveson's use, the same pleading deficiencies are apparent on the face of the FAC as to McFeat's intent and knowledge. (Id. P.P. 15-1 7, 28.) Accordingly, the Court finds that Plaintiff failed to state a cause of action for deceit based on these alleged misrepresentations. Thus, as Plaintiff failed to cure the prior deficiencies and failed to show how the FAC could be amended to state a good cause of action for fraud against Defendant, the demurrer is sustained without leave to amend.

As a result, the Court does not reach the

issue of whether the economic loss rule bars Plaintiff's fraud claim. B. Motion to Strike Furthermore, as the sole remaining cause of action in the instant action is the alleged breach of contract cause of action against Aveson, and as punitive damages in an action for the breach of an obligation arising from a contract under Code of Civil Procedure section 3294(a), the motion to strike the punitive damages prayer from the FAC is granted. Moreover, as the alleged breach of the License Agreement would not support an award of punitive damages as a matter of law, the Court on its own motion shall strike the remaining punitive damages allegation, Paragraph 20, from the FAC. (Code Civ.

Proc, Sec. 436, subd. (a).) RULING (1) Defendant Ian McFeat 's Demurrer to Plaintiff's First Amended Complaint is SUSTAINED without leave to amend. (2) Defendant's Motion to Strike Portions of Plaintiff's First Amended Complaint is GRANTED. Paragraph 20 and Prayer for Relief, Paragraph 34.2, are hereby stricken from the FAC. Case Number: 25NNCV08856 Hearing Date: August 21, 2026 Dept: T James R. Viglione, individually and as successor-in-interest for Jeanne M. Viglione vs. Dignity Health - Glendale Memorial Hospital and Health Center, et al.

Demurrer to Plaintiff's First Amended Complaint Moving Party: Defendant Sameer Bajaj, M.D. Responding Party: Plaintiff James R. Viglione, individually and as successor-in-interest for Jeanne M. Viglione Tentative Ruling: Sustain BACKGROUND On December 12, 2025, Plaintiff James R. Viglione, individually and as successor-in-interest for Jeanne M. Viglione ("Plaintiff") filed a complaint against Defendants Aakash N. Bodhit, M.D. ("Dr. Bodhit"), Sameer Bajaj, M.D., Dennis G. Chang, D.O. ("Dr. Chang"), Dignity Community Care dba Glendale Memorial Hospital and Health Center [erroneously sued as Dignity Health - Glendale Memorial Hospital and Health Center] ("Dignity Community Care") and Doe defendants 1 through 100, alleging the following causes of action: (1) wrongful death based on medical malpractice (CCP Sec. 377.60); (2) medical malpractice through a survival action (CCP Sec. 377.20, 377.34); (3) negligent infliction of emotional distress ("NIED"); (4) fraudulent concealment; and (5) intentional misrepresentation/fraud.

On April 10, 2026, the Court sustained Dignity Community Care's demurrer to the third, fourth, and fifth causes of action with leave to amend. On April 30, 20206, Plaintiff filed a first amended complaint ("FAC"), alleging the same causes of action in the original complaint. Defendant Sameer Bajaj, M.D. ("Defendant") now demurs to the third cause of action for NIED. Plaintiff opposes, and Defendant replies.