Dominique Hermsdorff v. Cy4DataLabs, Inc., et al.

SUPERIOR COURT, STATE OF CALIFORNIA COUNTY OF SANTA CLARA Department 12 Honorable Nahal Iravani-Sani, Presiding Courtroom Clerk, Ryan Nguyen 191 North First Street, San Jose, CA 95113 Telephone: (408) 882-2230

DATE: 09/02/2026 TIME: 9:00 A.M. and 9:01 A.M.

LINE 6 25CV472413 Zededa Inc. MOTION TO COMPEL v. Broadcom Inc. et al. Please Ctrl Click (or scroll down to) Line 6 LINE 7 25CV472884 Dominique Hersdorff DEMURRER v. Todd Carper et al. Please Ctrl Click (or scroll down to) Line 7 LINE 8 25CV476583 Jason Adair MOTION TO COMPEL v. Elisity, Inc. Please Ctrl Click (or scroll down to) Line 8 LINE 9 26CV487410 Deepak Jariwala MOTION TO ENFORCE CCP 871.26 v. FCA US LLC Please Ctrl Click (or scroll down to) Line 9 LINE 10 LINE 11 LINE 12

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Calendar Line 7 Case Name: Dominique Hermsdorff v. Cy4DataLabs, Inc., et al. Case No.: 25CV472884

Plaintiff Dominique Hermsdorff (“Plaintiff”) alleges causes of action against Defendants Cy4DataLabs, Inc. (“Cy4Data”), Todd Carper (“Carper”),1 Lance L. Smith (“Smith”) (collectively, “Defendants”), and Does 1 through 20, inclusive. Presently before the court is Defendants’ demurrer (“Demurrer”) to Plaintiff’s First Amended Complaint (“FAC”).

I. BACKGROUND

Plaintiff alleges that in early 2019, Carper recruited Plaintiff to develop “a new encryption tool that contemplated high levels of security through the use of advanced encryption keys and data handling and storage systems.” (FAC, ¶ 9.)

Plaintiff alleges he entered an oral contract with Defendants in which Carper and Smith agreed that “in exchange for [Plaintiff’s] development work ... [Plaintiff would] be made the third founder and receive a 25% equity shareholder of the business that would develop, market, and sell” the tool Plaintiff developed. (FAC, ¶ 10.)

Carper contributed technical work to the tool and was responsible for the business’s administrative and legal matters, including incorporation and founder agreements. (FAC, ¶ 14.)

Smith oversaw business development and strategies, and Carper and Smith together made joint decisions relating to organization, ownership, operations, and staffing. (Ibid.)

Plaintiff worked full-time on the tool and “periodically approached Carper to formalize their agreement regarding [Plaintiff’s] founder status and equity ownership” in the business. (FAC, ¶¶ 15, 16.)

Carper told Plaintiff that the paperwork would be done as soon as the business became an incorporated entity. (FAC, ¶ 16.)

Plaintiff completed his work for the project in mid-2024. (FAC, ¶ 18.)

Carper and Smith registered the business as Cy4Data and issued themselves equity. (FAC, ¶¶ 19, 20.)

Defendants refused Plaintiff’s request to be named as a co-founder and given equity ownership. (FAC, ¶ 21.)

Plaintiff alleges causes of action for (1) breach of contract against Defendants Carper and Smith; (2) breach of contract against Defendant Cy4Data; (3) breach of the implied covenant of good faith and fair dealing against Defendants Carper and Smith; (4) promissory estoppel against Defendants Carper and Smith; (5) fraud (false promise)2; (6) failure to pay wages; (7) failure to pay overtime compensation; (8) failure to provide meal periods; (9) failure to provide required rest breaks; (10) failure to provide wage statements; (11) failure to pay wages on separation; (12) services rendered (quantum meruit); (13) unfair business practices.

Defendants demurred to the FAC. Plaintiff opposes and Defendants filed a reply.3

II. DEMURRER

A. Legal Standard

1 Plaintiff’s First Amended Complaint refers to both “Carper” and an unidentified “Carter.” The court will refer to Defendant Todd Carper as “Carper” and will assume the FAC’s references to “Carter” are to defendant Todd Carper. 2 Causes of action five through thirteen are alleged against all Defendants. 3 Defendants filed ex parte applications seeking leave to file an overlength demurrer and reply. This court granted both.

The function of a demurrer is to test the legal sufficiency of a pleading. (Trs. Of Capital Wholesale Elec. Etc. Fund v. Shearson Lehman Bros. (1990) 221 Cal.App.3d 617, 621.)

Consequently, “[a] demurrer reaches only to the contents of the pleading and such matters as may be considered under the doctrine of judicial notice.” (Mathews v. Becerra (2019) 8 Cal.5th 756, 762, internal citations and quotations omitted; see also Code Civ. Proc., § 430.30, subd. (a).)

“It is not the ordinary function of a demurrer to test the truth of the plaintiff’s allegations or the accuracy with which he describes the defendant’s conduct. ... Thus, ... the facts alleged in the pleading are deemed to be true, however improbable they may be.” (Align Technology, Inc. v. Tran (2009) 179 Cal.App.4th 949, 958, internal citations and quotations omitted.)

In ruling on a demurrer, the allegations of the complaint must be liberally construed, with a view to substantial justice between the parties. (Glennen v. Allergan, Inc. (2016) 247 Cal.App.4th 1, 6.)

Nevertheless, while “[a] demurrer admits all facts properly pleaded, [it does] not [admit] contentions, deductions or conclusions of law or fact.” (George v. Automobile Club of Southern California (2011) 201 Cal.App.4th 1112, 1120.)

B. Discussion

i. Adequacy of Allegations against Smith and Cy4Data

Defendants argue that Smith and Cy4Data should both be dismissed as defendants because the FAC as a whole does not state any causes of action against either party.

Specifically, Defendants asserts that the “FAC’s allegations center entirely on statements made by Carper and an alleged oral agreement between Plaintiff and Carper,” and that the FAC fails to allege actionable conduct by either Smith or Cy4Data. (Demurrer, p. 18:22-23.)

“Ordinarily, a party seeking to assign liability to the principal for the acts of an ostensible agent must establish three elements: (1) the party held a reasonable belief in the agent's authority in dealing with the agent; (2) the principal’s conduct—active or neglectful— generated the party’s belief in the agent's authority; and (3) the party was not negligent in holding the belief. [Citation.] In lieu of showing element (2), the party may show that the principal ratified the conduct performed in its name. ‘Ratification is the subsequent adoption by one claiming the benefits of an act, which without authority, another has voluntarily done while ostensibly acting as the agent of him who affirms the act and who had the power to confer authority (Civ. Code, §§ 2310, 2312).’ [Citation.]” (LAOSD Asbestos Cases (2018) 28 Cal.App.5th 862, 885, fn. 12.)

Here, the FAC seeks to assign Smith liability for the acts of Carper.

The FAC alleges that “when Carper was making said promise to Plaintiff, he was acting as an agent of Smith and/or that Smith knew of the promise and ratified the agreement, either through subsequent contract and/or through his conduct thereafter. In the alterative, Plaintiff alleges that Smith and Carper were acting in concert and jointly agreed to the terms that Carper communicated to Plaintiff.” (FAC, ¶ 11.)

Defendant argues that “the FAC pleads no facts supporting the ‘belief’ that Carper acted as Smith’s agent, that Smith ever communicated any promise to Plaintiff, or that Smith ratified any promise[.]” (Demurrer, p. 20:17-21.)

“A plaintiff may allege on information and belief any matters that are not within his personal knowledge, if he has information leading him to believe that the allegations are true, and thus a pleading made on information and belief is insufficient if it merely asserts the facts so alleged without alleging such information that leads the plaintiff to believe that the allegations are true.” (Gomes v. Countrywide Home Loans, Inc. (2011) 192 Cal.App.4th 1149, 1158-1159, internal quotation marks and citations omitted, emphasis in original.)

The FAC has alleged the basis for Plaintiff’s belief that Smith knew of the promise and ratified the agreement by alleging that Smith oversaw business development and strategies, and Carper and Smith together made joint decisions relating to organization, ownership, operations, and staffing. (FAC, ¶ 14.)

The FAC also alleges that Carper had responsibility for the business’s legal and administrative matters, thus alleging that Carper had “authority to act for and in the place of” Smith “for the purpose of bringing him or her into legal relations with third parties.” (Brown v. USA Taekwondo (2019) 40 Cal.App.5th 1077, 1106, internal quotation marks and citations omitted.)

Having determined that the FAC adequately pleads liability as to Smith, the court does not address the other legal theories for liability raised in the FAC.

“If the complaint states a cause of action under any theory, regardless of the title under which the factual basis for relief is stated, that aspect of the complaint is good against a demurrer.” (Quelimane Co. v. Stewart Title Guaranty Co. (1998) 19 Cal.4th 26, 38.)

Similarly, Defendants argue that the FAC does not adequately plead Cy4Data’s liability because “the FAC provides no allegations supporting Cy4Data’s liability for pre-incorporation acts and alleged wrongdoings.” (Demurrer, p. 24:4-5.)

However, the FAC also alleges that Cy4Data received benefits from Plaintiff’s performance of the contract and that Cy4Data had actual knowledge of its terms such that Cy4Data can be said to have ratified the contract and thus can be liable.

“It is the general rule that knowledge of an officer of a corporation within the scope of his duties is imputable to the corporation... Receipt of benefits from the performance of the contract without actual knowledge of its terms is insufficient.” (Steele v. Litton Industries, Inc. (1968) 260 Cal.App.2d 157, 169-170 (Steele), internal quotation marks and citations omitted.)

In Steele, the court held that an agent’s promise of a share in founders stock could not be binding on a corporation that the promissee knew the agent did not represent. (Id. at p. 168.)

“No evidence has been pointed out in the record that [the defendant corporation] was ever aware of such a promise on the part of [the agent].” (Ibid.)

Here, the FAC alleges that two officers of Cy4Data (Carper and Smith) were aware of Plaintiff’s contract (FAC, ¶ 11), and thus knowledge of the contract can be imputed to Cy4Data.

In addition, the FAC alleges that Cy4Data benefitted from Plaintiff’s performance because Cy4Data markets and sells the tool that Plaintiff developed as part of the contract. (FAC, p. 3, fn. 1.)

Having determined that the court adequately pleads liability as to Cy4Data, the court does not address the other legal theories for liability raised in the FAC. (See Ouelimane, supra, at p. 38.)

The FAC adequately alleges Smith and Cy4Data’s liability.

ii. Causes of Action for Breach of Contract, Breach of Implied Covenant of Good Faith and Fair Dealing, Promissory Estoppel, and Fraud

First Cause of Action for Breach of Contract (against Carper and Smith)

Defendants demur to Plaintiff’s cause of action for breach of contract against Carper and Smith because “the purported contract, as pled, is not sufficiently definite and certain as to its terms to constitute an enforceable agreement under California law.” (Demurrer, p. 27:24- 25.)

Additionally, Defendants argue that Smith should be dismissed from the FAC as “there are no allegations that Smith made any promise, statement, or representations to Plaintiff.” (Demurrer, p. 19:4-5.)

“To prevail on a cause of action for breach of contract, the plaintiff must prove (1) the contract, (2) the plaintiff's performance of the contract or excuse for nonperformance, (3) the defendant’s breach, and (4) the resulting damage to the plaintiff.” (Richman v. Hartley (2014) 224 Cal.App.4th 1182, 1186.)

The elements for breach of an oral contract are the same as those for a breach of a written contract. (Stockton Mortgage, Inc. v. Tope (2014) 233 Cal.App.4th 437, 453.)

The terms of an “oral contract may be pleaded generally as to its effect because it is rarely possible to allege the exact words.” (Scolinos v. Kolts (1995) 37 Cal.App.4th 635, 640.)

“ ‘Under California law, a contract will be enforced if it is sufficiently definite (and this is a question of law) for the court to ascertain the parties’ obligations and to determine whether those obligations have been performed or breached.’ [Citation.] ‘To be enforceable, a promise must be definite enough that a court can determine the scope of the duty [,] and the limits of performance must be sufficiently defined to provide a rational basis for the assessment of damages.’ [Citations.] ‘Where a contract is so uncertain and indefinite that the intention of the parties in material particulars cannot be ascertained, the contract is void and unenforceable.’ [Citations.] ‘The terms of a contract are reasonably certain if they provide a basis for determining the existence of a breach and for giving an appropriate remedy.’ [Citations.]

But, ‘[i]f ... a supposed “contract” does not provide a basis for determining what obligations the parties have agreed to, and hence does not make possible a determination of whether those agreed obligations have been breached, there is no contract.’ [Citation.]” (Bustamante v. Intuit, Inc. (2006) 141 Cal.App.4th 199, 208 (Bustamante).)

Here, the FAC alleges that Plaintiff entered an oral contract with Carper in which Carper agreed that “in exchange for [Plaintiff’s] development work ... [Plaintiff would] be made the third founder and receive a 25% equity shareholder of the business that would develop, market, and sell” the tool Plaintiff developed. (FAC, ¶ 10.)

Carper’s promise to Plaintiff was sufficiently definite – Plaintiff would provide his software and architecture developer skills to the project in exchange for being formally named a founder and become a shareholder with a 25% equity stake in the business that Carper would create to sell the tool Plaintiff developed. (FAC, ¶¶ 8-10.)

Defendants’ demurrer to the FAC’s first cause of action for breach of contract (against Carper and Smith) is OVERRULED.

Second Cause of Action for Breach of Contract (Against Cy4Data)

Defendants demur to Plaintiff’s second cause of action for breach of contract and argue that Cy4Data should be dismissed as a defendant because “the FAC provides no allegations supporting Cy4Data’s liability for pre-incorporation acts and alleged wrongdoings.” (Demurrer, p. 24:4-5.)

Defendants argue that the FAC does not sufficiently allege an oral contract.

But, as explained above, the FAC’s allegations state a claim for breach of contract, and the FAC adequately alleges Cy4Data’s liability.

Defendants’ demurrer to the FAC’s second cause of action for breach of contract (against Cy4Data) is OVERRULED.

Third Cause of Action for Breach of Implied Covenant of Good Faith and Fair Dealing (Against Carper and Smith)

Defendants demur to Plaintiff’s third cause of action for breach of the implied covenant of good faith and fair dealing on the basis that the FAC alleges only contract breach with respect to defendant Carper and is thus inadequately pled to sustain a cause of action for breach of the implied covenant of good faith and fair dealing against both Carper and Smith.

“The law implies a covenant of good faith and fair dealing in every contract. The covenant prevents one contracting party from unfairly frustrating the other’s right to the benefits of the agreement actually made.” (Tuli v. Specialty Surgical Center of Thousand Oaks, LLC (2024) 105 Cal.App.5th 997, 1020, internal citation omitted.)

“A claim for breach of the implied covenant of good faith and fair dealing requires the existence of a contract, whether express or implied...[t]here is no obligation to deal fairly or in good faith absent an existing contract.” (Alameda Health System v. Alameda County Employees’ Retirement Assn. (2024) 100 Cal.App.5th 1159, 1190, internal citation and quotation marks omitted.)

Where the defendant’s acts are directly actionable as a breach of contract; “a claim that merely realleges that breach as a violation of the covenant is superfluous.” (Guz v. Bechtel National Inc. (2000) 24 Cal.4th 317, 352.)

“The implied covenant of good faith and fair dealing does not impose substantive terms and conditions beyond those to which the parties actually agreed.” (Id. at p. 349.)

“The implied covenant of good faith and fair dealing rests upon the existence of some specific contractual obligation. [Citation.] ‘The covenant of good faith is read into contracts in order to protect the express covenants or promises of the contract, not to protect some general public policy interest not directly tied to the contract’s purpose.’ [Citation.] ... ‘In essence, the covenant is implied as a supplement to the express contractual covenants, to prevent a contracting party from engaging in conduct which (while not technically transgressing the express covenants) frustrates the other party’s rights to the benefits of the contract.’” (Racine & Laramie, Ltd. v. Department of Parks & Recreation (1992) 11 Cal.App.4th 1026, 1031-1032.)

As explained above, the FAC adequately pleads the existence of an oral contract, which gives rise to an implied covenant of good faith and fair dealing.

The FAC alleges that Carper and Smith “attempt[ed] to use the very act of incorporating the Company to insulate themselves and the Company from liability to Plaintiff for breach of promises.” (FAC, ¶ 51.)

However, the FAC does not allege that the parties’ oral contract included a requirement that parties formalize the terms by executing a written contract, and thus Carper’s alleged refusal to formalize the contract can be considered neither a breach of the oral contract nor of the implied covenant of good faith and fair dealing. (See Guz v. Bechtel National Inc. (2000) 24 Cal.4th 317, 349 [“The implied covenant of good faith and fair dealing does not impose substantive terms and conditions beyond those to which the parties actually agreed.”].)

In addition, the FAC does not adequately allege how Carper’s refusal to make the oral contract a written one frustrated Plaintiff’s rights to the benefits of the oral contract, because Carper’s obligations to Plaintiff under the oral contract were the same as they would have been under the written contract.

Said another way, Plaintiff’s rights to the benefits of the contract would have been unchanged had Carper executed a written contract, as an oral contract has the same enforceability as a written one. (Civ. Code, § 1622.)

The FAC does not adequately allege breach of the implied covenant of good faith and fair dealing against Carper and thus does not adequately allege breach against Smith.

Defendants’ demurrer to the FAC’s third cause of action for breach of the implied covenant of good faith and fair dealing is SUSTAINED with 30 DAYS’ LEAVE TO AMEND.

Fourth Cause of Action for Promissory Estoppel (Against Carper and Smith)

Defendants demur to Plaintiff’s fourth cause of action for promissory estoppel on the basis that the promise alleged is insufficiently clear and unambiguous in its terms and is insufficiently pled to establish Smith’s liability.

The elements of a promissory estoppel claim are: “(1) a promise clear and unambiguous in its terms; (2) reliance by the party to whom the promise is made; (3) [the] reliance must be both reasonable and foreseeable; and (4) the party asserting the estoppel must be injured by [that party’s] reliance...To be enforceable, a promise need only be definite enough that a court can determine the scope of the duty[,] and the limits of performance must be sufficiently defined to provide a rational basis for the assessment of damages.” (Broome v. Regents of University of California (2022) 80 Cal.App.5th 375, 389, internal citations and quotation marks omitted.)

‘Promissory estoppel is “a doctrine which employs equitable principles to satisfy the requirement that consideration must be given in exchange for the promise sought to be enforced.” [Citation.]’ [Citation.] Because promissory estoppel is an equitable doctrine to allow enforcement of a promise that would otherwise be unenforceable, courts are given wide discretion in its application. [Citations.]” (US Ecology, Inc. v. State of California (2005) 129 Cal.App.4th 887, 901-902.)

Defendants argue that “[t]he alleged statements that Defendants ‘would make [Plaintiff] one of the founders’ and give him ‘25% equity ownership of the Company upon incorporation’ (FAC ¶¶ 55 56) are indefinite and fail to specify the type or class of equity, vesting, restrictions, timing of issuance, or other essential terms of this purported promise.” (Demurrer, p. 31:1-4.)

The FAC alleges that Carper promised Plaintiff a financial stake in the company through 25% equity and the title of co-founder. (FAC, ¶ 10.)

The lack of specific detail as to the nature and type of the equity does not render Carper’s promise so ambiguous that the court cannot determine the scope of Carper’s duty to Plaintiff.

In addition, as explained above, the FAC has alleged the basis for Plaintiff’s belief that Smith knew of the promise and ratified the agreement by alleging that Smith oversaw business development and strategies, and Carper and Smith together made joint decisions relating to organization, ownership, operations, and staffing. (FAC, ¶ 14.)

Defendants’ demurrer to the FAC’s fourth cause of action for promissory estoppel is OVERULED.

Fifth Cause of Action for Fraud (False Promise)

Defendants demur to Plaintiff’s fifth cause of action for fraud (false promise) on the basis that the economic loss rule bars Plaintiff’s recovery and additionally that the claim is insufficiently pled.

“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. [Citation]” (Agosta v. Astor (2004) 120 Cal.App.4th 596, 608.)

Under the economic loss rule, a plaintiff is precluded from recovery in tort where his damage consists solely of an economic loss. (Seely v. White Motor Co. (1965) 63 Cal.2d 9, 17- 18.)

This rule arises out of “[t]he distinction that the law has drawn between tort recovery for physical injuries and warranty recovery for economic loss.” (Id. at p. 19.)

Typically, plaintiff’s may only recover in tort for claims amounting to breach of contract where: “(1) the breach is accompanied by a traditional common law tort, such as fraud or conversion; (2) the means used to breach the contract are tortious, involving deceit or undue coercion or; (3) one party intentionally breaches the contract intending or knowing that such a breach will cause severe, unmitigable harm in the form of mental anguish, personal hardship, or substantial consequential damages.’ [Citation.]” (Erlich v. Menezes (1999) 21 Cal.4th 543, 553-554.)

Here, the FAC does not allege tortious or deceitful conduct independent of the breach of contract.

Carper and Smith’s refusal to supplant the oral contract with a written one cannot be considered fraud, as Carper and Smith did not represent to Plaintiff that there would be a written contract.

Defendants’ demurrer to the FAC’s fifth cause of action for fraud is SUSTAINED with 30 DAYS’ LEAVE TO AMEND.

iii. Sixth through Eleventh Causes of Action

The sixth through eleventh causes of action allege wage, rest break, overtime, and wage statement violations based on Labor Code.

Defendants demur to Plaintiff’s wage and hour claims “on the grounds that Plaintiff fails to plead facts establishing an employment relationship with any Defendant,” that the claims lack specificity, that the FAC does not plead entitlement to wages, and that many of the FAC’s claims are barred by statute of limitations. (Demurrer, p. 36:10-11.)

Defendant argues that “[a]t most, the FAC describes an equity-for-services cofounder arrangement, pursuant to which Plaintiff concedes he worked ‘without pay’ expecting equity (FAC ¶¶ 15, 26, 79). This is inconsistent with allegations that any Defendant controlled his wages, hours, or working conditions or engaged him as a wage-earning employee.” (Demurrer, p. 37:3-6.)

Payment of wages as governed by Labor Code cannot be contravened or set aside by private agreement. (Lab. Code, § 219, subd. (a).)

Industrial Welfare Commission (“IWC”) wage orders specify “minimum wages, maximum hours of work, and standard conditions of labor.” (Martinez v. Combs (2010) 49 Cal.4th 35, 50.)

“To employ, then, under the IWC’s definition, has three alternative definitions. It means: (a) to exercise control over the wages, hours or working conditions, or (b) to suffer or permit to work, or (c) to engage, thereby creating a common law employment relationship.” (Id. at p. 64, emphasis in original.)

Here, the FAC does not adequately allege facts to show that Defendants “employed” Plaintiff.

The FAC does not allege that Defendants “determined [Plaintiff’s] rate and manner of pay (hourly or piece-rate), and set [his] hours, telling [him] when and where to report to work and when to take breaks.” (Martinez v. Combs, supra, at p. 72.)

Nor does the FAC allege that Defendants “supervised or exercised control over” Plaintiff as he worked. (Id. at p. 76.)

The FAC does allege that Carper “engaged” Plaintiff by recruiting him to work on the tool (FAC, ¶ 9), but this is insufficient to establish entitlement to labor law protections. (See Martinez v. Combs, supra, at p. 65 [“While the common law definition of employment plays an important role in the wage orders’ definition ... to apply only the common law definition while ignoring the rest of the IWC’s broad regulatory definition would substantially impair the commission’s authority and the effectiveness of its wage orders.”].)

The court does not reach the issue of the Plaintiff’s entitlement to wages under the Labor Code, if the causes of action must be pled with particularity, or if his claims were time barred, as the FAC does not adequately plead an employment relationship between Plaintiff and Defendants which would entitle Plaintiff to Labor Code protections.

Defendants’ demurrer to Plaintiff’s sixth cause of action for failure to pay wages, seventh cause of action for failure to pay overtime compensation, eighth cause of action for failure to provide meal periods, ninth cause of action for failure to provide required rest breaks, tenth cause of action for failure to provide wage statements and eleventh cause of action for failure to pay wages on separation is SUSTAINED with 30 DAYS’ LEAVE TO AMEND.

iv. Twelfth Cause of Action (Quantum Meruit-Services Rendered)

Defendants demur to Plaintiff’s twelfth cause of action for quantum meruit (services rendered) on the basis that the claim is precluded by Plaintiff’s breach of contract causes of action.

“ ‘Quantum meruit refers to the well-established principle that “the law implies a promise to pay for services performed under circumstances disclosing that they were not gratuitously rendered.” [Citation.] To recover in quantum meruit, a party need not prove the existence of a contract [citations], but it must show the circumstances were such that “the services were rendered under some understanding or expectation of both parties that compensation therefore was to be made” [citations].’ [Citation.] The requisite elements of quantum meruit are (1) the plaintiff acted pursuant to ‘an explicit or implicit request for the services’ by the defendant, and (2) the services conferred a benefit on the defendant. [Citation.]” (Port Medical Wellness, Inc. v. Connecticut General Life Ins. Co. (2018) 24 Cal.App.5th 153, 180.)

“[A] plaintiff may plead inconsistent claims that allege both the existence of an enforceable agreement and the absence of an enforceable agreement.” (Klein v. Chevron U.S.A., Inc. (2012) 202 Cal.App.4th 1342, 1389 (Klein).)

However, the FAC here does not allege the absence of an enforceable agreement in the alternative, but simply reiterates that Plaintiff performed services for Defendants, who were unjustly enriched. (FAC, ¶¶ 117-121.)

Like in Klein, “plaintiffs’ breach of contract claim pleaded the existence of an enforceable agreement and their unjust enrichment claim did not deny the existence or enforceability of that agreement.” (Klein, supra, at p. 1389.)

Defendants’ demurrer to the FAC’s twelfth cause of action for quantum meruit (services rendered) is SUSTAINED with 30 DAYS’ LEAVE TO AMEND.

v. Thirteenth Cause of Action (Unfair Business Practices)

Defendants demur to Plaintiff’s thirteenth cause of action for unfair business practices on the basis that the FAC fails to plead unlawful, unfair, or fraudulent business practices, and because there is an adequate remedy at law.

“The UCL prohibits ‘any unlawful, unfair or fraudulent business act or practice and unfair, deceptive, untrue or misleading advertising,’ and any act prohibited by the false advertising law. (Bus. & Prof. Code, § 17200.) “Section 17200 ‘borrows’ violations from other laws by making them independently actionable as unfair competitive practices. In addition, under section 17200, a practice may be deemed unfair even if not specifically proscribed by some other law.” (Korea Supply Co. v. Lockheed Martin Corp. (2003) 29 Cal.4th 1134, 1143, internal quotations and citations omitted.)

This court has found that the first, second, and fourth causes of action each state a claim.

Plaintiff argues that they do not have an adequate remedy at law because they seek injunctive relief, which would not be available otherwise.

Plaintiff requests leave to amend “to expressly plead the inadequacy of legal remedies and to identify the ongoing public-facing conduct to be enjoined[.]” (Opposition to Demurrer, p. 18:20-21.)

Defendants’ demurrer to Plaintiff’s thirteenth cause of action for unfair business practices is SUSTAINED with 30 DAYS’ LEAVE TO AMEND.

DISPOSITION

Defendants’ demurrer to the first, second, and fourth causes of action is OVERRULED.

Defendants’ demurrer to the third, fifth, and sixth through thirteenth causes of action is SUSTAINED with 30 DAYS’ LEAVE TO AMEND.

The court will prepare the Order.

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