EBF HOLDINGS, LLC vs JMGJ GROUP INC., et al.

25CV001392: EBF HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY vs JMGJ GROUP INC., A CALIFORNIA CORPORATION, et al. 08/31/2026 Hearing on Demurrer First Amended Cross-Complaint in Department 8D

Tentative Ruling

NOTICE:

Consistent with Local Rule 1.06(B), any party requesting oral argument on any matter on this calendar must comply with the following procedure:

To request limited oral argument, on any matter on this calendar, you must call the Department 8D Oral Argument Request Line at (916) 874-7719 by 4:00 p.m. the Court day before the hearing and advise opposing counsel. 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.

Unless ordered to appear in person by the Court, parties may appear remotely either telephonically or by video conference via the Zoom video/audio conference platform with notice to the Court and all other parties in accordance with Code of Civil Procedure §367.75. Although remote participation is not required, the Court will presume all parties are appearing remotely for non-evidentiary civil hearings.

The Department 8D Zoom Link is https://saccourt-ca-gov.zoomgov.com/j/16113421868 and the Zoom Meeting ID is 161 1342 1868. To appear on Zoom telephonically, call (833) 568-8864 and enter the Zoom Meeting ID referenced above. NO COURTCALL APPEARANCES WILL BE ACCEPTED.

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 on the Court Reporter Services webpage available on the Sacramento Superior Court website at https://saccourt.ca.gov/general-information/court-reporter-services-transcripts. Parties may contact Court- Approved Official Reporters Pro Tempore by utilizing the list of Court Approved Official Reporters Pro Tempore available at https://saccourt.ca.gov/home/showpublisheddocument/227/639084034465370000.

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.

25CV001392: EBF HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY vs JMGJ GROUP INC., A CALIFORNIA CORPORATION, et al. 08/31/2026 Hearing on Demurrer First Amended Cross-Complaint in Department 8D

Once the form is signed it must be filed with the clerk. If a litigant has been granted a fee waiver 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 forward the form to the Court Reporter’s Office and an official reporter will be provided.

*** EFFECTIVE APRIL 13, 2026, THIS DEPARTMENT HAS MOVED TO THE TANI G. CANTIL-SAKAUYE COURTHOUSE LOCATED AT 500 G STREET IN SACRAMENTO, CA 95814. ALL HEARINGS NOTICED FOR DEPARTMENT 25 WILL BE HEARD IN DEPARTMENT 8D OF THE NEW COURTHOUSE. ***

TENTATIVE RULING:

Plaintiff and Cross-Defendant EBF Holdings, LLC’s (“EBF”) demurrer to in pro per Defendant and Cross-Complainant Jacque Chokrola Ojadidi’s (“Ojadidi”) First Amended Cross-Complaint (“FACC”) is ruled upon as follows.

Ojadidi’s request for judicial notice set forth in his opposition is DENIED. Pursuant to California Rules of Court, Rule 3.1113(l), “[a]ny request for judicial notice must be made in a separate document listing the specific items for which notice is requested and must comply with rule 3.1306(c).” Ojadidi failed to file his request for judicial notice as a separate document.

Ojadidi’s request for judicial notice filed on August 3, 2026 is also DENIED as the documents are not appropriate for judicial notice and are not relevant to the ruling on the instant motion.

The Court incorporates its ruling on EBF’s concurrently filed motion to strike herein.

I.

Background

This action arises out of a business relationship between Ojadidi, Defendant JMGJ Group Inc. (“JMGJ”), and EBF. Ojadidi alleges that he is the owner / guarantor of JMGJ. (FACC, ¶ 1.)

EBF’s complaint alleges that Ojadidi and JMGJ entered into an agreement by which

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV001392: EBF HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY vs JMGJ GROUP INC., A CALIFORNIA CORPORATION, et al. 08/31/2026 Hearing on Demurrer First Amended Cross-Complaint in Department 8D

EBF purchased future receipts from JMGJ in the amount of $27,550 for the sum of $19,000. (Compl., ¶ 10.) The complaint further alleges that JMGJ breached the agreement between the parties, as when EBF attempted to withdraw its due payments, the account had insufficient funds. (Compl., ¶¶ 26-29.)

On February 13, 2025, Ojadidi filed a Judicial Council form cross-complaint alleging three causes of action against EBF and named cross-defendant Eric B. Fabrikant: (1) breach of contract, (2) fraud, and (3) intentional tort. The Cross-Complaint alleged fraud by asserting that Cross-Defendant made verbal assurances to Cross-Complainant that Cross-Defendant would not charge late payment penalty fees but did in fact assess a $5000 late payment penalty fee. The Cross-Complaint intentional tort alleged a civil conspiracy to ruin Ojadidi’s credit worthiness by intentionally failing to report his payments to credit bureaus as promised. Ojadidi further alleged EBF acted to further the conspiracy by imposing an unreasonably high late payment fee to any late payments made by Ojadidi. The Cross-Complaint further sought repayment of late fees.

On January 14, 2026, the Court sustained EBF’s demurrer to all three causes of action alleged in Ojadidi’s complaint and granted leave to amend. Specifically, the Court concluded that Ojadidi failed to plead facts sufficient to demonstrate the violation of a material term of the contract for the breach of contract cause of action, failed to plead facts showing falsity and intent to defraud for the fraud cause of action, and failed to substantively oppose the ground for demurrer for the intentional tort cause of action. As such, the Court sustained the demurrer, but granted leave to amend as to each cause of action. (Minute Order, dated 1/14/2026.)

On February 13, 2026, Plaintiff filed the operative First Amended Cross-Complaint. Ojadidi alleges that EBF breached certain contractual terms, that its demand was fraudulently inflated, and that there was fraudulent impersonation and conspiracy. FACC at p. 8, ¶¶ 3-4, p. 12, ¶¶ 9-11.) The FACC alleges causes of action for: (1) breach of contract against EBF, (2) fraud/fraudulent settlement practices and criminal impersonation against EBF and cross-defendant Jewelissa Medkiff (“Medkiff”), (3) usury/unlawful loan against EBF, (4) intentional tort/civil conspiracy to commit fraud and criminal impersonation against EBF, Medkiff, and cross-defendant Recovery Solutions Group, (5) breach of the implied covenant of good faith and fair dealing against EBF, (6) unfair business practices against all cross-defendants, (7) alter ego against crossdefendant Scott Crocker (“Crocker”), (8) intentional interference with business relations against all cross-defendants, and (9) intentional infliction of emotional distress against all cross-defendants.

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV001392: EBF HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY vs JMGJ GROUP INC., A CALIFORNIA CORPORATION, et al. 08/31/2026 Hearing on Demurrer First Amended Cross-Complaint in Department 8D

The Court has concurrently granted EBF’s motion to strike the third, fifth, sixth, seventh, eight, ninth causes of action and portions of the caption adding the new crossdefendants as the new allegations exceeded the scope of the Court’s January 14, 2026 order sustaining EBF’s demurrer and granting leave to amend. As a result, the Court considers only EBF’s demurrer to the first cause of action for breach of contract, second cause of action for fraud, and fourth causes of action for conspiracy.

EBF demurs to each cause of action on the ground that the FACC fails to state facts sufficient to constitute a cause of action and uncertainty.

On March 19, 2026, Ojadidi filed a declaration in opposition to the motion. On March 20, 2026, Ojadidi filed supplemental declaration. On July 14, 2026, Ojadidi filed a memorandum of points and authorities in opposition to the demurrer. On August 3, 2026, Ojadidi filed a request for judicial notice related to the instant motion.

II.

Legal Standard

The function of a demurrer is to test the sufficiency of the pleading it challenges by raising questions of law. (Salimi v. State Comp. Ins. Fund (1997) 54 Cal.App.4th 216, 219; Nordlinger v. Lynch (1990) 225 Cal.App.3d 1259, 1271.)

A demurrer “tests the pleadings alone and not the evidence or other extrinsic matters.” (SKF Farms v. Superior Court (1984) 153 Cal.App.3d 902, 905.) The purpose of a demurrer is to test the legal sufficiency of a claim. (Donabedian v. Mercury Ins. Co. (2004) 116 Cal.App.4th 968, 994.) For the purpose of determining the effect of a complaint, its allegations are liberally construed, with a view toward substantial justice. (Code Civ. Proc., § 452; Amarel v. Connell (1988) 202 Cal.App.3d 137, 140-141; Quelimane Co. v.

Stewart Title Guaranty Co. (1998) 19 Cal.4th 26, 43, fn. 7.) In this respect, the Court treats the demurrer as admitting all material facts properly pleaded, but not contentions, deductions or conclusions of fact or law, and considers matters which may be judicially noticed. (Blank v. Kirwan (1985) 39 Cal.3d 311, 318; Poseidon Development, Inc. v. Woodland Lane Estates, LLC (2007) 152 Cal.App.4th 1106, 1111- 1112.) A general demurrer does not admit contentions, deductions, or conclusions of fact or law alleged in the complaint; facts impossible in law; or allegations contrary to facts of which a court may take judicial notice. (Blank v.

Kirwan (1985) 39 Cal.3d 311, 318, William S. Hart Union High School Dist. v. Regional Planning Com. (1991) 226 Cal.App.3d 1612, 1616, fn. 2.)

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV001392: EBF HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY vs JMGJ GROUP INC., A CALIFORNIA CORPORATION, et al. 08/31/2026 Hearing on Demurrer First Amended Cross-Complaint in Department 8D

A demurrer may be sustained only if the complaint lacks any sufficient allegations to entitle the plaintiff to relief. (Financial Corp. of America v. Wilburn (1987) 189 Cal.App.3d 764, 778.) “Plaintiff need only plead facts showing that he may be entitled to some relief . . . we are not concerned with plaintiff’s possible inability or difficulty in proving the allegations of the complaint.” (Highlanders, Inc. v. Olsan (1978) 77 Cal.App.3d 690, 696-697.) “[Courts] are required to construe the complaint liberally to determine whether a cause of action has been stated, given the assumed truth of the facts pleaded.” (Picton v.

Anderson Union High School Dist. (1996) 50 Cal.App.4th 726, 733.) A demurrer admits the truth of all material facts properly pled and the sole issue raised by a general demurrer is whether the facts pled state a valid cause of action – not whether they are true. (Serrano v. Priest (1971) 5 Cal.3d 584, 591.)

III.

Discussion

A. Uncertainty

A demurrer will lie if the pleading is uncertain, ambiguous and unintelligible. (Code Civ. Proc. § 430.10, subd. (f).) “[D]emurrers for uncertainty are disfavored, and are granted only if the pleading is so incomprehensible that a defendant cannot reasonably respond.” (Lickiss v. Financial Inds. Reg. Auth. (2012) 208 Cal.App.4th 1125, 1135.) The favored approach is to clarify theories in the complaint through discovery. (See Khoury v. Maly’s of Calif., Inc. (1993) 14 Cal.App.4th 612, 616.) Nevertheless, a demurrer for uncertainty may be sustained when a defendant cannot reasonably determine what it is required to respond to; for example, when a plaintiff joins multiple causes of action as one, fails to properly identify each cause of action, or fails to state against which party each cause of action is asserted if there are multiple defendants. (Ibid.)

In the moving papers, EBF fail to make any specific legal argument or present any legal authority to support its assertion that the FACC uncertain. Because EBF fails to identify what renders the Complaint “so incomprehensible that [] defendant cannot reasonably respond” and fail to provide legal argument in support of this ground of the motion, the demurrer on the ground of uncertainty must be overruled. (Lickiss, supra, 208 Cal.App.4th at p. 1135.)

B. First Cause of Action – Breach of Contract

EBF argues that the first cause of action fails because Ojadidi fails to attach the contract to the FACC and fails to allege its essential terms. EBF further argues that Ojadidi fails

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV001392: EBF HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY vs JMGJ GROUP INC., A CALIFORNIA CORPORATION, et al. 08/31/2026 Hearing on Demurrer First Amended Cross-Complaint in Department 8D

to properly identify the parties to the contract.

In opposition, Ojadidi contends that he has sufficiently alleged the existence of a contract, performance in the form of a payment of approximately $43,000, breach by EBF in the form of filing a UCC lien an refusing to report payments, and damages. Ojadidi further contends that he has sufficiently alleged that EBF breached the contract by including a $5,000 default fee in the payoff amount.

“The elements of breach of contract are ‘(1) the contract, (2) plaintiff’s performance or excuse for nonperformance, (3) defendant’s breach, and (4) the resulting damages to plaintiff.’” (Kumaraperu v. Feldsted (2015) 237 Cal.App.4th 60, 70.) “Further, the complaint must indicate on its face whether the contract is written, oral, or implied by conduct.” (Otworth v. Southern Pac. Transportation Co. (1985) 166 Cal.App.3d 452, 458-459.)

Contrary to EBF’s contention, Plaintiff has attached portions of the Revenue Based Financing Agreement and the alleged settlement agreement as Exhibits A, C, and E to the FACC. Additionally, Plaintiff has sufficiently alleged that he is a guarantor of the loan and signed the financing agreement. (FACC, p. 6.) Thus, he alleges that he is a party to the contract. Further, Plaintiff alleges the material terms of the loan agreement (notwithstanding that it is also attached) and EBF’s alleged breach of the agreement’s terms, (Id., pp. 6-8.)

As EBF does not demur to this cause of action on any other grounds, the demurrer to the first cause of action for breach of contract is overruled.

C. Second Cause of Action – Fraud

EBF demurrers to the second cause of action on the ground that Plaintiff fails to plead fraud with the requisite particularity. Ojadidi argues that he has sufficiently alleged that EBF misrepresented the nature of the transaction and promised to waive the $5,000 default fee with no intent to perform.

“The elements of fraud that will give rise to a tort action for deceit 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.’” (Engalla v. Permanente Medical Group, Inc. (1997) 15 Cal.4th 951, 974.) It is generally true that a claim based in fraud must be pled with a heightened degree of factual specificity. This requirement exists to ensure the

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV001392: EBF HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY vs JMGJ GROUP INC., A CALIFORNIA CORPORATION, et al. 08/31/2026 Hearing on Demurrer First Amended Cross-Complaint in Department 8D

defendant can understand the nature of the charges being advanced. (See, e.g., Stansfield v. Starkey (1990) 220 Cal.App.3d 59, 73.)

Here, Plaintiff has failed to allege his fraud cause of action with the required degree of specificity required for an affirmative misrepresentation. It is not clear from the FACC who allegedly made the fraud misrepresentation, what was promised, when it was promised, or whether the promise was made to Plaintiff as guarantor of the loan or to JMGJ as the loan recipient.

Therefore, the demurrer to the second cause of action is sustained with leave to amend.

D. Fourth Cause of Action – Civil Conspiracy

EBF argues that Ojadidi fails to allege a predicate tort that would allow Ojadidi to allege a claim for civil conspiracy. Ojadidi argues that he has sufficiently alleged intentional torts by EBF.

“Conspiracy is not a separate tort, but a form of vicarious liability by which one defendant can be held liable for the acts of another.” (IIG Wireless, Inc. v. Yi (2018) 22 Cal.App.5th 630, 652.) “To establish conspiracy, a plaintiff must allege that the defendant had knowledge of and agreed to both the objective and the course of action that resulted in the injury, that there was a wrongful act committed pursuant to that agreement, and that there was resulting damage.” (Ibid.)

Because the Court has sustained EBF’s demurrer to Ojadidi’s fraud cause of action, the demurrer to this cause of action must be sustained as well as Ojadidi has not alleged an intentional tort that would support his cause of action for civil conspiracy.

IV.

Disposition

Accordingly, EBF’s demurrer is SUSTAINED IN PART and OVERRULED IN PART as stated above.

Ojadidi may file and serve a second amended cross-complaint no later than September 15, 2026 to the cure the defects identified in the Court’s ruling on the demurrer and the defects regarding allegations of punitive damages identified in the concurrent ruling on the motion to strike.

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV001392: EBF HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY vs JMGJ GROUP INC., A CALIFORNIA CORPORATION, et al. 08/31/2026 Hearing on Demurrer First Amended Cross-Complaint in Department 8D

This ruling is without prejudice to Ojadidi filing a properly noticed motion for leave to amend to add new causes of action or new parties. This Court makes no ruling regarding addition of Doe defendants as no such amendments are before the Court at this time.

Although not required by Court rule or statute, Ojadidi is directed to present a copy of this order when the amended cross-complaint is presented for filing. EBF shall file and serve its response within 30 days thereafter, 35 days if the amended cross-complaint is served by mail.

This minute order is effective immediately. No formal order or other notice is required. (Code Civ. Proc., § 1019.5; Cal. Rules of Court, rule 3.1312.)