Anaheim Chamber of Commerce vs. Anaheim/Orange County Visitor & Convention Bureau

TENTATIVE RULINGS 8/27/2026 02:00 PM

100 Lopez vs. The Fishel Company

2023-01305726 Final Accounting

The settlement administrator, ILYM Group, Inc., has confirmed that the distribution of the settlement funds has been completed and made in accordance with the terms of the settlement that were approved by the Court.

As Plaintiff has shown that the administrator’s work is complete, the Court’s file may now be closed.

Plaintiff is ordered to give notice of this ruling to Defendant. 101 Anaheim Chamber of Commerce vs. Anaheim/Orange County Visitor & Convention Bureau

2025-01499697 1. Demurrer to Amended Complaint 2. Case Management Conference Defendant Anaheim/Orange County Visitor & Convention Bureau (“AOCVCB,” “Visit Anaheim,” or “VA”)’s demurrer to portions of Plaintiff Anaheim Chamber of Commerce (“Chamber” or “ACC”)’s first amended complaint (“FAC”) is SUSTAINED WITHOUT LEAVE TO AMEND as to the 10th cause of action, and WITH LEAVE AS TO THE 3RD, 4TH AND 5TH and 11th causes of action and OVERRULED as to the 1st and 2nd causes of action. (Code Civ. Proc. [CCP], § 430.10, subd. (e).)

As an initial matter, the Court notes that although Defendant’s notice of demurrer states that it is demurring to the 9th cause of action (ROA #74 at p. 1), neither Defendant’s demurrer (id. at p. 3) nor the supporting memorandum of points and authorities (ROA #66) addresses the 9th cause of action. Therefore, the Court treats Defendant’s reference to the 9th cause of action in the notice of demurrer as a typo.

Requests for Judicial Notice Defendant’s Request for Judicial Notice (ROA #, Exh. A) is GRANTED. (Evid. Code, § 452, subd. (d).)

Plaintiff did not separately file a formal request for judicial notice, but instead attached various records from the Ament criminal case as Exhibit B to Plaintiff’s opposition to the instant demurrer. (ROA #88 [Opp.], Exh. B.) Then, in footnote 1 on page 3 of Plaintiff’s Opposition, Plaintiff states that “Plaintiff does not object to Defendant’s request for judicial notice provided that this Court also consider Mr. Ahment’s Motion to Withdraw Plea and Order regarding same, collectively annexed hereto as Exhibit ‘B.’” (Opp. at p. 3, fn. 1.)

California Rules of Court (CRC) rule 3.1113(l) requires that “[a]ny request for judicial notice must be made in a separate document listing the specific items for which notice is requested . . . .” Plaintiff has failed to comply with this rule because Plaintiff did not file a separate request for judicial notice.

The Court ADMONISHES Plaintiff to comply with all applicable rules and procedures in the future. The Court EXCUSES the instant defect and GRANTS Plaintiff’s request for judicial notice.

Merits On a demurrer, a complaint “must be liberally construed, with a view to substantial justice between the parties.” (CCP § 452; see also Redfearn v. Trader Joe’s Co. (2018) 20 Cal.App.5th 989, 996.)

“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.” (Ibid.) 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.” (Ibid.)

“As a general rule in testing a pleading against a demurrer[,] the facts alleged in the pleading are deemed to be true, however improbable they may be,” unless the “complaint contains allegations of fact inconsistent with attached documents, or allegations contrary to facts which are judicially noticed.” (Del E. Webb Corp. v. Structural Materials Co. (1981) 123 Cal.App.3d 593, 604; Dodd v. Citizens Bank of Costa Mesa (1990) 222 Cal.App.3d 1624, 1627 [giving “precedence” to exhibits attached to the complaint if it contradicts the language of the complaint].)

“Questions of fact . . . cannot be decided on demurrer.” (Berryman v. Merit Property Management, Inc. (2007) 152 Cal.App.4th 1544, 1556.) Because a demurrer tests only the legal sufficiency of the complaint, “[a] court will not consider facts that have not been alleged in the complaint unless they may be reasonably inferred from the matters alleged in the complaint or are proper subjects of judicial notice.” (Hall v. Great West Bank (1991) 231 Cal.App.3d 713, 718, fn. 7.)

Moreover, a demurrer must dispose of an entire cause of action to be sustained. (See Quelimane Co. v. Stewart Title Guaranty Co. (1998) 19 Cal.4th 26, 38-39 [complaint will survive demurrer if factual allegations state a cause of action under any legal theory]; PH II, Inc. v. Super. Ct. (1995) 33 Cal.App.4th 1680, 1683 [only a motion to strike, not a demurrer, can attack a portion of a cause of action].)

“Where the complaint is defective, ‘[i]n the furtherance of justice great liberality should be exercised in permitting a plaintiff to amend [the] complaint.’” (Redfearn v. Trader Joe’s Co. (2018) 20 Cal.App.5th 989, 996, quoting Aubry v. Tri-City Hospital Dist., supra, 2 Cal.4th at pp. 970-

971.) However, “leave to amend should not be granted where . . . amendment would be futile.’” (Id. at p. 997, italics original in Redfearn, quoting Vaillette v. Fireman’s Fund Ins. Co. (1993) 18 Cal.App.4th 680, 685.) “A plaintiff against whom a demurrer is sustained is entitled to leave to amend the defective complaint if she can prove a reasonable possibility that the defect can be cured by amendment. The onus is on the plaintiff to articulate the specific ways to cure the identified defect, and absent such an articulation, a trial or appellate court may grant leave to amend only if a potentially effective amendment is both apparent and consistent with the plaintiff’s theory of the case.” (Schaeffer v.

Califia Farms, LLC (2020) 44 Cal.App.5th 1125, 1145, internal quotes, citations, & brackets omitted; see also Blank v. Kirwan (1985) 39 Cal.3d 311, 318 [leave to amend depends upon “whether there is a reasonable possibility that the defect can be cured by amendment,” and “burden of proving such a reasonable possibility is squarely on the plaintiff”].)

Previous Demurrer to Complaint and Court’s Ruling As several of Defendant’s arguments in the instant demurrer refer to or rely on the Court’s 2/26/2026 ruling on Defendant’s previous demurrer to the original complaint, the Court begins with a review of the parties’ arguments and the Court’s ruling on that previous demurrer.

The original complaint alleged only that Defendant breached the subject agreement because the agreement “provides for a Thirty (30) day notice to cure any breach,” and “Defendant failed to provide the requisite cure period when it terminated the Funding Agreement.” (ROA #2 [Compl.], ¶¶ 101-102.)

In its demurrer to the original complaint, Defendant contended that Plaintiff has misread the subject agreement’s termination provision to require a 30-day notice to cure when Defendant exercised its option to terminate the agreement for cause, which is not subject to the referenced 30-day notice to cure. (See ROA #20 [1st Dem. P&A], p. 20.)

The Court agreed with Defendant in the Court’s 2/26/2026 ruling:

“Where a complaint is based on a written contract which it sets out in full, a general demurrer to the complaint admits not only the contents of the instrument but also any pleaded meaning to which the instrument is reasonably susceptible.” (Aragon-Haas v. Family Security Insurance Services, Inc. (1991) 231 Cal.App.3d 232, 239.)

The relevant term of the agreement provides as follows:

5. In the event that either party fails or refuses to perform any of the provisions of this Funding Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Funding Agreement. If such default is not cured within a period of thirty (30) days after receipt of written notice of default, specifying the nature of such default and the steps

necessary to cure such default, the non-defaulting party may terminate this Funding Agreement forthwith by giving to the defaulting party written notice thereof. The contract is terminable by the AOCVCB only on basis that the ACC is unable to carry out the annual work plan and/or due to financial insolvency or fraudulent or criminal conduct by the ACC management. The decision to terminate must be approved by a majority vote of the AOCVCB board and only after ACC [sic] gives 30 days notice for the Chamber to address the full ACC Board before their decision.

(ROA #7 [Supp. to Compl.], Exh. B at ¶ 5.)

“Whether a contract is ambiguous is a question of law.” (Aragon- Haas, supra, 231 Cal.App.3d at p. 239.) Here, the final two sentences of the agreement’s ¶ 5 clearly and unambiguously provides that the contract is terminable by Defendant on the basis of fraudulent or criminal conduct by Plaintiff’s management, and that Defendant’s decision to terminate is subject only to approval by a majority vote of its board and after Defendant gives 30 days’ notice to Plaintiff to address Defendant’s full board before Defendant’s decision.

To the extent the second sentence of ¶ 5 provides for a 30-day notice of default and the opportunity to cure, such notice and opportunity are required only in the event of a default, which the agreement defines as occurring when either party fails or refuses to perform any of the provisions of the agreement at the time and in the manner required—which is not the same thing as Defendant exercising its right to terminate the agreement for enumerated causes.

Based on a fair reading of the facts as alleged in the complaint, including the attachments thereto, along with facts that the Court has taken judicial notice of, it appears that Defendant terminated the agreement by exercising its option to do so under the last two sentences of ¶ 5 of the agreement, based upon the fraudulent or criminal conduct by Plaintiff’s former executive, Todd Ament. (See Compl., ¶ 47.a. [“On or about August 22, 2023, Defendant issued a formal ‘Notice of Intent to Terminate’ the 2010 Funding Agreement, citing as purported cause the federal criminal plea of a former Chamber executive, Todd Ament.

Notably, Mr. Ament had resigned from his role as Chamber CEO no later than December 2021—well before his indictment and guilty plea in mid-2022. No aspect of his conduct was tied to the Chamber’s ongoing operations in 2022 or 2023, nor was it relevant to the Chamber’s continued performance under the Funding Agreement”]; ROA #22 [Def.’s RJN], Exh. A [plea agreement entered by Ament in investigation of Ament’s “schemes to commit wire fraud”]; Supp. to Compl., Exh. E [Defendant’s 9/29/2023 notice to Plaintiff re “Termination of November 18, 2020 Funding Agreement, stating that “[o]n August 28, 2023, Visit Anaheim provided notice to the Anaheim Chamber of Commerce that Visit Anaheim’s Board of Directors would vote on whether to terminate the November 18, 2010 Funding

Agreement at its September 28, 2023 meeting. The Anaheim Chamber of Commerce was offered an opportunity to address Visit Anaheim’s Board of Directors regarding the issue of termination at that meeting, and it did so. Thereafter, Visit Anaheim’s Board voted to terminate the November 18, 2010 Funding Agreement, effective immediately.”].)

Under these facts, ¶ 5 of the agreement is not reasonably susceptible to Plaintiff’s construction requiring Defendant to give Plaintiff a 30-day notice to cure before terminating the agreement for cause. Accordingly, to the extent that the complaint alleges only that Defendant breached the contract by failing to give Plaintiff a 30-day notice to cure before terminating the agreement, the complaint fails to allege facts sufficient to constitute a cause of action.

(ROA #54.)

In short, the Court’s previous ruling focused on whether termination “due to . . . fraudulent or criminal conduct by the ACC management,” referenced in the penultimate sentence of ¶ 5 of the agreement, is subject to the 30-day notice to cure provision in the second sentence of ¶ 5. The Court held that ¶ 5 is unambiguous as to whether the cure provision applies to termination “due to . . . fraudulent or criminal conduct by the ACC management”—it does not.

Instant Demurrer 1. 1st Cause of Action for Breach of Contract The FAC continues to allege that the “cure” provision applies to termination “due to . . . fraudulent or criminal conduct by the ACC management.” (ROA #61 [FAC], ¶ 100.)

However, the FAC also adds the following new allegations regarding the interpretation of ¶ 5 of the agreement. (See FAC, ¶¶ 101-103.) In short, the FAC now alleges that the phrase “criminal conduct by the ACC management” in the penultimate sentence of ¶ 5 is ambiguous because it is unclear whether such criminal conduct must be tied to obligations owed under the Funding Agreement and whether “the ACC management” applies only to then-current management or previous management that has already resigned. And since Defendant drafted the agreement, any such ambiguity must be construed against Defendant.

“When reviewing whether a plaintiff has properly stated a cause of action for breach of contract, we must determine whether the alleged agreement is ‘reasonably susceptible’ to the meaning ascribed to it in the complaint.” (Klein v. Chevron U.S.A., Inc. (2012) 202 Cal.App.4th 1342, 1384.) “So long as the pleading does not place a clearly erroneous construction upon the provisions of the contract, in passing upon the sufficiency of the complaint, we must accept as correct plaintiff’s allegations as to the meaning of the agreement.” (Id. at p. 1385, internal quotes omitted, citing

Aragon-Haas, supra, 231 Cal.App.3d at p. 239.) “Thus, to survive demurrer, plaintiff[] need only set forth a reasonable interpretation” of the subject agreement. (Id.)

Here, Plaintiff has set forth a reasonable interpretation of “criminal conduct by the ACC management,” which, when accepted as true, raises an ambiguity within that provision. In essence, Plaintiff contends that the phrase “criminal conduct by the ACC management” may not apply to Ament’s criminal conduct because it may not be tied to obligations owed under the parties’ agreement and/or because Ament had already resigned and was therefore no longer part of ACC management by the time Defendant terminated the agreement.

Defendant’s demurrer contends only that the Court has already previously ruled that ¶ 5 of the agreement is “unambiguous.” (ROA #66 [Dem. P&A], p. 9.) But this mischaracterizes the Court’s previous ruling, as explained above. The Court’s previous ruling was not that broad. The Court ruled only that termination “due to . . . fraudulent or criminal conduct by the ACC management” is not subject to the 30-day notice to cure provision in the second sentence of ¶ 5. The Court did not previously address or decide whether the phrase “criminal conduct by the ACC management” was unambiguous or whether Plaintiff’s newly added allegations in the FAC present a reasonable interpretation of that phrase.

Accordingly, the Court OVERRULES the instant demurrer as to the 1st cause of action for breach of contract in light of the FAC’s new allegations.

2. 2nd Cause of Action for Breach of the Implied Covenant of Good Faith and Fair Dealing Defendant contends that because the 2nd cause of action is “based on the same alleged conduct (termination of the Agreement) and seeks the same relief” as the 1st cause of action for breach of contract, the 2nd cause of action is duplicative and therefore not independently actionable. (Dem. P&A at p. 10.)

To establish a claim for breach of the covenant, the complaint must allege that “the conduct of the defendant, whether or not it also constitutes a breach of a consensual contract term, demonstrates a failure or refusal to discharge contractual responsibilities, prompted not by an honest mistake, bad judgment or negligence but rather by a conscious and deliberate act, which unfairly frustrates the agreed common purposes and disappoints the reasonable expectations of the other party thereby depriving that party of the benefits of the agreement.” (Careau & Co. v. Security Pacific Business Credit, Inc. (1990) 222 Cal.App.3d 1371, 1395.) “Just what conduct will meet this criteria must be determined on a case by case basis and will depend on the contractual purposes and reasonably justified expectations of the parties.” (Id.)

Here, at this stage of the litigation, Plaintiff has sufficiently pleaded facts demonstrating Defendant’s failure or refusal discharge contractual

responsibilities was prompted by a conscious and deliberate act—namely, to distance itself from political and public scrutiny and to consolidate control over programs and funding within Defendant’s own organization, including by stealing Plaintiff’s core business model. (FAC, ¶¶ 110-113.) Plaintiff has sufficiently pleaded that this unfairly frustrated the agreed common purposes of the parties’ agreement and disappointed Plaintiff’s reasonable expectations and deprived Plaintiff of the benefits of the agreement.

Therefore, this is not a situation where the complaint’s “allegations do not go beyond the statement of a mere contract breach and, relying on the same alleged acts, simply seek the same damages or other relief already claimed in a companion contract cause of action,” such that the 2nd cause of action “may be disregarded as superfluous as no additional claim is actually stated.” (Careau, supra, 222 Cal.App.3d at p. 1395.)

Accordingly, the Court also OVERRULES the demurrer as to the 2nd cause of action for breach of the implied covenant of good faith and fair dealing in light of the FAC’s new allegations.

3. 3rd Cause of Action for Intentional Interference with Contractual Relations, 4th Cause of Action for Negligent Interference with Prospective Economic Advantage, and 5th Cause of Action for Intentional Interference with Prospective Economic Advantage “The elements of a cause of action for intentional interference with contract are: (1) a valid contract between plaintiff and a third party; (2) defendants’ knowledge of the contract, (3) defendants’ intentional acts designed to induce a breach or disruption of the contractual relationship; (4) actual breach or disruption of the contractual relationship; and (5) resulting damage.” (Tuchscher Development Enterprises, Inc. v. San Diego Unified Port Dist. (2003) 106 Cal.App.4th 1219, 1239.)

The elements of a claim for intentional interference with prospective economic advantage are (1) an economic relationship between the plaintiff and some third party, with the probability of future economic benefit to the plaintiff; (2) the defendant’s knowledge of the relationship; (3) intentional wrongful acts on the part of the defendant designed to disrupt the relationship; (4) actual disruption of the relationship; and (5) economic harm to the plaintiff proximately caused by the acts of the defendant.” (Korea Supply Co. v. Lockheed Martin Corp. (2003) 29 Cal.4th 1134, 1153-1154, internal quotes omitted.)

As the “wrongfulness” requirement is concerned, the plaintiff must plead and prove that “the defendant’s conduct was wrongful by some legal measure other than the fact of interference itself”—i.e., that “the defendant engaged in an independently wrongful act.” (Id. at pp. 1153, 1158, internal quotes omitted.) “[A]n act is independently wrongful if it is unlawful, that is, if it is proscribed by some constitutional, statutory, regulatory, common law, or other determinable legal standard.” An act is

not independently wrongful merely because the defendant acted with an improper motive. (Id. at p. 1159.)

This “wrongfulness” element applies to claims for Negligent Interference as well. See Lange v. TIG Ins. Co., (1998) 68 Cal. App. 4th 1179, ["for negligent interference, a defendant’s conduct is blameworthy only if it was independently wrongful apart from the interference itself,"].

In this case, Plaintiff’s allegations, once again, appear to be nothing more than repackaging the breach of contract alleged in the 1st and 2nd causes of action into the constituent consequences of the breach. (FAC, ¶¶ 121-126, 144-151.) Such allegations of breach and the cascading economic fallout from that breach are insufficient to state a cause of action for any genre of “economic interference.”

“Because a bare breach of contract, without more, is not tortious, such a breach cannot constitute independently wrongful conduct capable of giving rise to the tort of intentional interference with a prospective economic advantage. (Cates, supra, 21 Cal.4th at p. 54 [“‘[a] contracting party's unjustified failure or refusal to perform is a breach of contract, and cannot be transmuted into tort liability by claiming that the breach detrimentally affected the promisee’s business’”]; Arntz, supra, 47 Cal.App.4th at pp. 478–479 [dismissing claim for intentional interference with a prospective economic advantage premised on defendant’s breach of a contract with the plaintiff]; JRS Products, supra, 115 Cal.App.4th at p. 183 [same]; Deerpoint Group, Inc. v. Agrigenix, LLC (E.D.Cal. 2018) 345 F.Supp.3d 1207, 1235 [“Under California law, a breach of contract cannot constitute the ‘wrongful’ conduct required for the tort of interference with prospective economic advantage”].)

Drink Tank Ventures LLC v. Real Soda in Real Bottles, Ltd., (2021)71 Cal. App. 5th 528, 540

In SIC Metals, Inc. v. Hyundai Steel Co., (C.D. Cal. 2020) 442 F. Supp. 3d 1251, a federal district court applying California law addressed a scenario where a party’s termination of one contract caused a downstream cascade that disrupted a third party’s separate contract. Hyundai stopped purchasing steel from Prime (its direct counterparty), which caused Prime to stop purchasing from SIC (a third party with whom Prime had a separate supply contract). The court held that Hyundai could not be held liable for interference with the SIC-Prime contract because Hyundai was acting to enforce its own contractual rights, and the harm to SIC was purely incidental to that legitimate enforcement.

“If the [defendant] is not acting criminally nor with fraud or violence or other means wrongful in themselves but [instead] is endeavoring to advance some interest of his own, the fact that he is aware that he will cause interference with the plaintiff’s contract may be regarded as such a minor and incidental consequence and so far removed from the defendant’s objective that as against the plaintiff the interference may be found to be not improper.”

Id. at 1257 [citing Quelimane Co., (1998) 19 Cal. 4th 26, 56 (quoting Restatement 2d of Torts § 766).

Accordingly, the Court SUSTAINS the demurrer as to the 3rd, 4th and 5th causes of action for intentional interference with contractual relations and intentional and negligent interference with prospective economic advantage, but with leave to amend.

4. 10th Cause of Action for Retaliatory Termination in Violation of Public Policy Defendant demurs to this cause of action on the following grounds: (1) to the extent Plaintiff seeks to assert a common-law claim based on termination allegedly violating public policy, California confines such claims to the employment context and has refused to extend such claims to contracts involving a commercial contract, citing Tameny v. Atlantic Richfield Co. (1980) 27 Cal.3d 167 and Harris v. Atlantic Richfield Co. (1993) 14 Cal.App.4th 70; (2) Plaintiff’s claim also independently fails because it directly conflicts with Defendant’s express contractual right to terminate the agreement; and (3) Plaintiff’s citation to the Anaheim Municipal Code does not save this cause of action because it does not create a private right of action for “retaliatory termination,” “abuse of discretion in the administration of public funds,” or any similar theory. (Dem.

P&A at pp. 13-15.)

The entirety of Plaintiff’s opposition to these points are the following two sentences:

36. The gravamen of Defendant’s argument against this claim is that there can be no “retaliation” because Defendant’s termination was permitted under the contract because of the alleged “criminal” conduct. (Demurrer pgs. 13-14).

37. Again, this argument goes beyond the pleadings stage, and attempts to impermissibly litigate the merits of the claims – not whether they are adequately plead.s [sic]

(Opp. at p. 6.)

At most, this barebones “argument” addresses only Defendant’s second point. As to Defendant’s other two points, since Plaintiff’s opposition does not address them, Plaintiff may be deemed to have conceded those points. (DuPont Merck Pharmaceutical Co. v. Super. Ct. (2000) 78 Cal.App.4th 562, 566 [“By failing to argue the contrary, plaintiffs concede this issue”].)

Therefore, the Court SUSTAINS the demurrer as to the 10th cause of action.

The Court also does so WITHOUT LEAVE TO AMEND. Notably, Plaintiff’s opposition does not request leave to amend as to this cause of

action, in contrast to other causes of action. (See e.g., Opp. at ¶¶ 24, 32, 44.) As noted above, it is Plaintiff’s burden to articulate how the complaint can be cured by amendment. (Schaeffer, supra, 44 Cal.App.5th at p. 1145.) Given that California does not recognize a “tort of breach of commercial contract in violation of public policy” (Harris, supra, 14 Cal.App.4th at p. 82), it is also not apparent to the Court that there is a potentially effective amendment consistent with Plaintiff’s theory of the case.

5. 11th Cause of Action for Declaratory Relief Under CCP section 1060, to allege facts sufficient to state a cause of action for declaratory relief, the plaintiff must allege two essential elements: (1) a proper subject of declaratory relief (e.g., rights with respect to another regarding property or a written instrument other than a will or trust) and (2) an actual controversy involving justiciable questions relating to the right or obligations of a party. (Childhelp, Inc. v. City of Los Angeles (2023) 91 Cal.App.5th 224, 235.)

“Declaratory relief operates prospectively—a remedy to be used in the interests of preventive justice, to declare rights rather than execute them.” (Cordoba Corp. v. City of Industry (2023) 87 Cal.App.5th 145, 156-157, internal quotes omitted.) Indeed, “[a] controversy is ripe when it has reached, but has not passed, the point that the facts sufficiently have congealed to permit the court to issue a useful decision. The purpose of the declaration is to allow the parties to shape their conduct to avoid a breach. There is no basis for declaratory relief where only past wrongs are involved.” (Id. p. 157, internal citations omitted.)

“The grant or denial of declaratory relief is within the discretion of the trial court.” (Id. at p. 156, citing CCP § 1061 [“The court may refuse to exercise the power granted by this chapter in any case where its declaration or determination is not necessary or proper at the time under all the circumstances.”].) “The purpose of a declaratory judgment is to serve some practical end in quieting or stabilizing an uncertain or disputed jural relation.” (Id., internal quotes omitted.) Indeed, if a complaint alleges that there would be an “ongoing contractual relationship” between the parties despite a breach of contract, declaratory relief may be properly sought. (See id. at pp. 372, 375.) However, “[t]here is no basis for declaratory relief where only past wrongs are involved.” (Cordoba, supra, 87 Cal.App.5th at p. 157.)

Here the complaint alleges a completed “wrong” or breach of contract. The parties positions are sufficiently crystalized to permit full adjudication. This case involves “past wrongs” and the parties do not seek any relief that would guide them in any “ongoing contractual relationship.” Declaratory relief would serve no purpose in this circumstance.

Accordingly, the Court also SUSTAINS the demurrer as to the 11th cause of action for declaratory relief but with leave to amend.

Defendant shall give notice.