Hilbert Group, LLC vs. Nano Banc, Inc.

205 Hilbert Group, Before the court is a demurrer filed by Nano Banc, LLC vs. Nano Inc. (Defendant) against plaintiff Hilbert Group, Banc, Inc. LLC’s (Plaintiff) first amended complaint (FAC). The demurrer is SUSTAINED.

Plaintiff is given leave to file an amended complaint by 9/14/26.

As to causes of action numbers one and three, Plaintiff failed to attach a copy of the alleged contract or to specifically allege the terms of the subject contract. (Harris v. Rudin, Richman & Appel (1999) 74 Cal. App. 4th 299, 307.) From the language of the FAC, it appears there may be multiple different contracts which is unclear. As the alleged loan modification involves a sum over $100,000 a writing is required to comply with the statute of frauds. (Civ. Code §1624, subd. (a)(7).)

As to cause of action number two, Plaintiff has not provided the terms or copy of any specific contract between Plaintiff and Defendant, and without a valid contract, there is no implied covenant. (Smith v. City & Cnty. of San Francisco (1990) 225 Cal.App.3d 38, 49.) While Plaintiff argues Defendants negotiated and made promises regarding a loan, “[p]reliminary negotiations or an agreement for future negotiations are not the functional equivalent of a valid, subsisting agreement.” (Kruse v. Bank of Am. (1988) 202 Cal. App. 3d 38, 59.) The statute of frauds also applies as noted above. It also appears the allegations equate to at best a failure of Defendant to comply with the terms of a contract, which is not sufficient to support this cause of action.

As to the fourth cause of action, Plaintiff has not sufficiently pled facts supporting fraud with specificity. (Lazar v. Superior Court (1996) 12 Cal. 4th 631, 638 and 645.) Plaintiff did not allege who Defendant’s executives spoke to or specifically

when, and did not state the “material representations” that were supposedly made. The FAC also alleges communications were ‘conveyed through [nonparty] Continuum’ (FAC ¶ 3), which would not make reliance reasonable. Plaintiff has also not properly alleged damages as there are no allegation as to how its legal position was altered (All. Mortg. Co. v. Rothwell (1995) 10 Cal. 4th 1226, 1239), or why/how it was prohibited from pursuing alternative refinancing/restructuring options.

As to the fifth cause of action, there are similar issues as with the fourth cause of action. While the fraud specificity is not required in a negligence claim, the same facts are missing. Additionally, a negligent misrepresentation must be made of a past or existing material fact and not regarding something that might happen in the future. (See Borman v. Brown (2021) 59 Cal. App. 5th 1048, 1060.)

As to the sixth cause of action, Plaintiff has alleged no law which Defendant allegedly violated, (Berryman v. Merit Prop. Mgmt., Inc. (2007) 152 Cal.App.4th 1544, 1554), has not alleged any fraudulent business act/practice, or anything related to advertising. This leaves solely the unfair prong. (Graham v. Bank of America, N.A. (2014) 226 Cal.App.4th 594, 609.) Plaintiff has not sufficiently pled any ‘unfair’ practice on the part of Defendant. (Scripps Clinic v. Superior Ct. (2003) 108 Cal. App. 4th 917, 939.)

It is also unclear, since Plaintiff has not adequately alleged a contract, whether any alleged violation of the UCL is merely a breach of contract cause of action. Finally, Plaintiff has not pleaded facts supporting that there is no adequate remedy at law available. (Feitelberg v. Credit Suisse First Boston, LLC (2005) 134 Cal.App.4th 997, 1012.) It is also unclear what damages Plaintiff suffered other than Defendant’s refusal to proceed with a loan modification, of

which Plaintiff has a remedy under the breach of contract COA if it is eventually sufficiently pled. (Moss v. Infinity Ins. Co., 197 F. Supp. 3d 1191, 1203 (N.D. Cal. 2016).)

The court continues the 8/31/26 CMC to 11/30/26 at 1:30 in Dept. C24.

Defendant shall give notice.

206 James vs. The court withholds a tentative ruling. Parties Paired Up LLC should come to oral argument ready to discuss the issue of whether the Court should apply the forum- selection clause that requires that the matter be litigated in Clark County, Nevada.

207 Cooper vs. The general demurrer of defendants Paul Bennett Bennett and Kathy Sakioka to the eighth, ninth, and tenth causes of action in the complaint of plaintiffs Simone and Ronald Cooper is SUSTAINED with with leave to amend.

Plaintiffs are given leave to file an amended complaint by 9/14/26.

Defendants demur generally to the eighth, ninth, and tenth causes of action in the complaint. They also demur specially on the ground of uncertainty to the tenth cause of action. Plaintiffs concede the merits of the demurrer to the eighth cause of action but oppose it with respect to the ninth and tenth causes of action.

The ninth cause of action for tenant harassment. The ninth cause of action is for tenant harassment under Civil Code § 1940.2 et seq. Plaintiffs allege that section 1940.2 “prohibits specified forms of landlord conduct undertaken to influence a tenant to vacate, including willful conduct that interferes with a tenant’s quiet enjoyment and conduct intended to cause a tenant to quit involuntarily.”