David Beverly v. Rojoma Ventures, LLC, et al.

The court notes that it has previously sustained Plaintiff's evidentiary objections to paragraphs 6 and 9 of the Supplemental Fletcher Declaration due to lack of foundation.

Fletcher also declares that Vigilant has produced statistical information submitted to the California Department of Insurance, called Schedule T, which indicates that "the amount of premium paid to Vigilant nationwide as generated in California is 4 percent," and "the percentage of all premium generated by Vigilant in California in the area of surety bonds in 2025 was 8 percent of the total premium paid in the state of California." (Supp. Fletcher Decl., P. 10.)

Additionally, Fletcher declares that upon contacting Vigilant's General Counsel's office, Fletcher confirmed that Vigilant "has no local employees in the County of Los Angeles, has no local ownership of real property in the County of Los Angeles, is not involved in any civic, charitable, or governmental affairs within the County of Los Angeles and does not maintain and has never had any offices within the County of Los Angeles." (Fletcher Decl., P. 12.)

The court refers to its previous ruling on Plaintiff's evidentiary objection to Paragraph 12 of the Supplemental Fletcher Declaration, in which the court sustained the objection due to lack of foundation.

The court finds that Vigilant's evidence is insufficient to enable Vigilant to meet is burden of establishing that Plaintiff's venue selection is improper. Vigilant's own evidence indicates that Vigilant conducts business activity in California, as demonstrated by Schedule T, and Vigilant has previously been involved in litigation proceedings in the Los Angeles County Superior Court. (Supp. Fletcher Decl., Exhs. 1-2.)

Further, as noted by Plaintiff, Vigilant has failed to provide any evidence regarding the number of contracts it has entered into in Los Angeles County, the amount of payments Vigilant has made to parties in Los Angeles County, the number of insurance policies that Vigilant has drafted in Los Angeles County, or the number of bonds Vigilant has issued in Los Angeles County.

Therefore, Vigilant's evidence is insufficient to show that Vigilant is not "doing business" in Los Angeles County for the purposes of Code of Civil Procedure Section 394.

Finally, Vigilant is not a resident of any county in California and thus Vigilant has failed to meet its burden of showing that Vigilant is entitled to a transfer of venue pursuant to Section 394. As a result, the court declines to address Plaintiff's evidence.

Accordingly, Vigilant's Motion to Transfer Venue is DENIED.

CONCLUSION

Based on the foregoing, Vigilant's Motion to Transfer Venue is DENIED. Prevailing party on motion is ordered to give notice of ruling.

Amended Complaint

Moving Party: Defendants Rojoma Ventures, LLC, Red River Enterprises LLC, Rosalind Pennington (erroneously sued as "Roselind Pennington"), and John Meshack (erroneously sued as "John Meshach")

Responding Party: Plaintiff David Beverly

RULING

The court considered the moving papers, opposition, and reply. Moving Defendants' Special Demurrer for Uncertainty is SUSTAINED with leave to amend. Any amended complaint is to be filed and served within 30 days.

PROCEDURAL ISSUES

Code of Civil Procedure Section 1005(b) provides that "papers opposing a motion so noticed shall be filed with the court and a copy served on each party at least nine court days...before the hearing." Here, the hearing on the instant Demurrer is scheduled on September 2, 2026. Plaintiff filed his opposition on August 24, 2026, which is less than nine court days before the hearing. However, the court exercises its discretion to consider Plaintiff's opposition.

PROCEDURAL BACKGROUND

On January 29, 2026, Plaintiff David Beverly ("Plaintiff") filed a complaint against Defendants Rojoma Ventures LLC, Red River Enterprises LLC, Rosalind Pennington (erroneously sued as "Roselind Pennington"), Emmanuel Hogarth Jr, John Meshack (erroneously sued as "John Meshach"), Kelly Melton, Michelle Spencer (collectively, "Defendants"), and DOES 1 through 10, inclusive, alleging six causes of action for: (1) Declaratory Relief; (2) Conspiracy to Commit Fraud; (3) Fraud - Intentional Misrepresentation and Concealment; (4) Injunctive Relief; (5) Breach of the Covenant of Good Faith and Fair Dealing; and (6) Breach of Lease.

On April 16, 2026, Defendants Rojoma Ventures, LLC, Red River Enterprises, LLC, Rosalind Pennington, and John Meshack (collectively, "Moving Defendants") filed a Demurrer to Plaintiff's complaint. On May 20, 2026, the court sustained Moving Defendants' demurrer with leave to amend.

On June 17, 2026, Plaintiff filed a first amended complaint ("FAC") against Defendants and DOES 1 through 50, inclusive, alleging eleven causes of action for: (1) Declaratory Relief; (2) Fraud in the Inducement; (3) Fraudulent Concealment; (4) Civil Conspiracy; (5) Breach of Lease; (6) Breach of Covenant of Good Faith and Fair Dealing; (7) Constructive Eviction; (8) Negligent Misrepresentation; (9) Intentional Interference with Prospective Economic Advantage; (10) Rescission; and (11) Punitive Damages.

On July 20, 2026, Moving Defendants filed the instant Demurrer. On August 24, 2026, Plaintiff filed an opposition. On August 26, 2026, Moving Defendants filed a reply.

FACTUAL BACKGROUND

Plaintiff alleges that on May 1, 2025, he entered into a written commercial lease (the Lease") concerning a restaurant property located at 6835 La Tijera Boulevard in Los Angeles, California (the "Property"). (FAC, P.P. 1, 15.)

Plaintiff alleges that before the execution of the Lease, Defendants represented to Plaintiff that the Property complied with applicable health, safety, building, and fire-related requirements. (FAC, P. 16.)

Plaintiff alleges that shortly after he took possession of the Property, he discovered "recurring sewer backups, sewage odors, plumbing failures, roof leaks, refrigeration failures, water intrusion, drainage failures, ventilation deficiencies, HVAC deficiencies, and other conditions that materially interfered with restaurant operations." (FAC, P. 22.)

Plaintiff alleges that he "repeatedly notified Defendants" of the defects and Defendants acknowledged the existence of defects, discussed rent reductions, and represented to Plaintiff that repairs would be made, yet Defendants failed to complete the repairs. (FAC, P.P. 23-24.)

Plaintiff alleges that Defendants informed him that they lacked the funds needed to complete the repairs and continued collecting rent and fees from Plaintiff. (FAC, P. 25.)

Plaintiff further alleges that portions of the Property were remodeled or altered without the requisite permits and ventilation and HVAC systems were improperly installed. (FAC, P. 26.)

Next, Plaintiff alleges that Defendants "failed to disclose portions of the governing lease documents, including portions of the sublease agreement, and failed to provide the complete master lease." (FAC, P. 27.)

Plaintiff alleges that on January 6, 2026, a certified inspector performed an inspection of the Property which identified several defects at the Property. (FAC, P.P. 28-29.)

Plaintiff alleges that Defendant Rosalind Pennington "interfered with business operations by withholding access to social-media accounts, websites, passwords, and related business assets," and that Defendant Michelle Spencer interfered with business. (FAC, P.P. 31-33.)

Plaintiff alleges that he has sustained loss of deposits, rent, tenant improvements, inventory, profits, goodwill, and business opportunities. (FAC, P. 36.)

LEGAL STANDARD

A party may demur to a complaint on the grounds that it "does not state facts sufficient to constitute a cause of action." (Code Civ. Proc. Section 430.10(e).) A party may also demur to a pleading on the grounds that the pleading is uncertain. (Code Civ. Proc. Section 430.10(f).)

A demurrer tests whether the complaint states a cause of action. (Hahn v. Mirda (2007) 147 Cal.App.4th 740, 747.) A special demurrer for uncertainty under Code of Civil Procedure section 430.10(f) is disfavored and will only be sustained where the pleading is so bad that defendant or plaintiff cannot reasonably respond--i.e., cannot reasonably determine what issues must be admitted or denied, or what counts or claims are directed against him or her. (Khoury v. Maly's of Calif., Inc. (1993) 14 Cal.App.4th 612, 616.)

When considering demurrers, courts accept all well pleaded facts as true. (Fox v. JAMDAT Mobile, Inc. (2010) 185 Cal.App.4th 1068, 1078.)

"A demurrer tests the pleadings alone and not the evidence or other extrinsic matters. Therefore, it lies only where the defects appear on the face of the pleading or are judicially noticed." (SKF Farms v. Superior Court (1984) 153 Cal.App.3d 902, 905.)

"The only issue involved in a demurrer hearing is whether the complaint, as it stands, unconnected with extraneous matters, states a cause of action." (Hahn, supra, 147 Cal.App.4th at 747.)

On demurrer, a court does "not accept contentions, deductions or conclusions of fact or law." (Simonyan v. Nationwide Insurance Company of America (2022) 78 Cal.App.5th 889, 895.)

Although courts construe pleadings liberally, sufficient facts must be alleged to support the allegations pled to survive a demurrer. (Rakestraw v. California Physicians' Serv. (2000) 81 Cal.App.4th 39, 43.)

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, 349.) The burden is on the party who filed the pleading subject to demurrer to show the court that a pleading can be amended successfully. (Ibid.)

DISCUSSION

Moving Party's Argument

Moving Defendants demur to each of the causes of action in Plaintiff's FAC. Moving Defendants argue that Plaintiff's Declaratory Relief cause of action fails because it is duplicative of Plaintiff's Rescission and Breach of Contract causes of action.

Moving Defendants next argue that Plaintiff's second and third fraud-based causes of action fail because Plaintiff has not alleged each element with the requisite specificity.

Moving Defendants argue that Plaintiff's Civil Conspiracy cause of action fails because it is derivative of Plaintiff's underlying and defective fraud-based claims.

Next, Moving Defendants contend that Plaintiff's fifth and sixth causes of action fail because Plaintiff has not clearly identified the relevant operative contract and has not alleged the essential elements.

Moving Defendants argue that Plaintiff's Constructive Eviction cause of action fails because Plaintiff has not alleged that he has abandoned the premises and continues asserting possessory rights.

Moving Defendants argue that Plaintiff's Negligent Misrepresentation cause of action is insufficiently pled because Plaintiff has not alleged each element with specificity, and Plaintiff's Intentional Interference with Prospective Economic Advantage fails for the same reason.

Next, Moving Defendants argue that Plaintiff's Rescission cause of action fails because Plaintiff seeks to rescind while simultaneously seeking contract damages.

Moving Defendants argue that Plaintiff's eleventh cause of action for Punitive Damages fails because punitive damages are a remedy rather than a separate cause of action.

Finally, Moving Defendants argue that the entire FAC is fatally uncertain because it repeatedly alleges acts by "Defendants" collectively, Plaintiff refers to multiple agreements without specifying which agreement governs which claim, and the FAC seeks both rescission and damages for breach of contract which are inconsistent theories.

Opposing Party's Argument

Plaintiff argues that the FAC adequately identifies the Property, the parties, the lease relationship, Defendants' misrepresentations, the physical conditions of the Property, Plaintiff's repair requests, the licensing arrangement, Defendants' retaliatory conduct, and damages. Plaintiff argues that the unlawful detainer action filed by Rojoma Ventures, LLC does not bar Plaintiff's claims in this action.

Reply Argument

Moving Defendants argue that the court should not consider Plaintiff's opposition because it was filed late.

Next, Moving Defendants argue that Plaintiff has not cited any statutory or case authority in support of his opposition, and failed to distinguish the authorities cited by Moving Defendants.

Moving Defendants argue that Plaintiff's opposition fails to cure the defects identified in the FAC, and the documents provided by Plaintiff in connection with his request for judicial notice fail to cure the pleading defects.

Moving Defendants reiterate their argument that Plaintiff's FAC is fatally uncertain because the FAC contains collective allegations throughout Plaintiff's causes of action and blends multiple alleged agreements without attributing specific duties to specific Defendants.

Request for Judicial Notice

Moving Defendants request that the court take judicial notice of the following records: (1) the verified complaint filed by Rojoma Ventures, LLC against David Beverly and Eugene's LLC on November 12, 2025 (Case No. 25TRCV03896); (2) the Request for Entry of Default against Eugene's LLC filed on January 16, 2026 in Case No. 25TRCV03896; (3) the court's Minute Order dated March 25, 2026 in Case No. 25TRCV03896; and (4) David Beverly's verified answer to the complaint filed on April 2, 2026 in Case No. 25TRCV03896.

Pursuant to Evidence Code Section 452(d), the court may take judicial notice of court records. Accordingly, Moving Defendants' request for judicial notice is GRANTED in its entirety.

Plaintiff requests that the court take judicial notice of the following documents: (1) a copy of the commercial "sublease" agreement between Red River Enterprises, Rojoma Ventures, and Plaintiffs (Eugene's LLC); (2) a copy of the Business Management Lease Agreement for Liquor License; (3) the letter of cancellation and revocation of liquor license from Red River Enterprises LLC; and (4) a copy of Red River Enterprises LLC's State of California License Action Request, in which Red River Enterprises LLC requested to voluntarily cancel a liquor license.

Pursuant to Evidence Code Section 452(h), the court may take judicial notice of "[f]acts and propositions that are not reasonably subject to dispute and are capable of immediate and accurate determination by resort to sources of reasonably indisputable accuracy." Accordingly, Plaintiff's request for judicial notice is GRANTED in its entirety.

However, the court takes judicial notice of these documents only as to "the existence, content and authenticity" of the documents; the court does not take judicial notice of the truth of the factual matters asserted in it. (Dominguez v. Bonta (2022) 87 Cal. App. 5th 389, 400.)

Merits of the Motion

A. Meet and Confer Requirements

Before filing a demurrer, the demurring party is required to meet and confer "in person, by telephone, or by video conference with the party who filed the pleading that is subject to the demurrer for the purposes of determining whether an agreement can be reached through a filing of an amended pleading that would resolve the objections to be raised in the demurrer." (Code Civ. Proc. Section 430.41(a).)

Here, Moving Defendants' counsel declares that on July 14, 2026, she spoke with plaintiff by telephone regarding Moving Defendants' intent to demur to Plaintiff's FAC. (Chow Decl., P. 2.) Moving Defendants' counsel declares that the parties were unable to reach an agreement. (Chow Decl., P. 3.) Therefore, the court finds that the meet and confer requirements have been satisfied.

B. Uncertainty: Code of Civil Procedure Section 430.10(f)

California Code of Civil Procedure Section 430.10(f) provides that a party may object to the complaint filed against them by demurrer to the pleading on the grounds that "the pleading is uncertain," a term which "includes ambiguous and unintelligible." (Code Civ. Proc. Section 430.10(f).)

A demurrer for uncertainty will only be sustained where the defendant cannot reasonably respond to the complaint, such that the defendant cannot reasonably determine what claims are directed against her, or what issues must be admitted or denied. (Khoury, supra, 14 Cal.App.4th at 616.)

However, if a complaint does not properly distinguish between multiple defendants, such that it is not clear which factual allegations are made as to which parties, the complaint fails for ambiguity. (See Hawley Bros. Hardware Co. v. Brownstone (1899) 123 Cal. 643, 646-647.)

Allegations made against multiple defendants are fatally uncertain where plaintiff alleges the same harm against multiple defendants but makes no effort to either apportion their liability or show why it cannot be apportioned in the complaint. (See Landau v. Salam (1971) 4 Cal.3d 901, 909.)

Moving Defendants argue that Plaintiff's FAC is fatally uncertain because Plaintiff repeatedly refers to the conduct of "Defendants" collectively, refers to multiple agreements without specifying which agreement applies to which claims, and simultaneously seeks rescission and damages for breach of contract.

As observed by Moving Defendants, each of Plaintiff's eleven causes of action repeatedly refers to "Defendants," collectively, without making any attempt to apportion the Defendants' liability. Therefore, as Plaintiff's FAC is against multiple individual Defendants, the court finds that it is not clear which allegations are made as to which individual Defendants, such that Moving Defendants cannot reasonably respond to the FAC.

Additionally, Moving Defendants correctly note that Plaintiff's FAC refers to a "written commercial lease," a "sublease agreement," and a "master lease." (FAC, P.P. 15, 27.) In Plaintiff's first cause of action for Declaratory Relief, Plaintiff against refers to a "Lease, Sublease, [and] licensing agreements." (FAC, P. 38.) The court finds that Plaintiff has not clearly specified which written agreement or agreements govern, and thus Moving Defendants cannot reasonably respond.

Finally, Moving Defendants argue that the FAC is fatally uncertain because Plaintiff simultaneously seeks rescission and contract damages which are inconsistent theories. Civil Code Section 1692 provides that "[a] claim for damages is not inconsistent with a claim for relief based upon rescission." (Civ. Code Section 1692.) The court declines to sustain Moving Defendants' Special Demurrer for uncertainty on this basis.

However, the court has concluded that the entire FAC is fatally uncertain due to Plaintiff's repeated use of "Defendants" to refer to conduct by all Defendants collectively and the lack of clarity regarding which written agreement or agreements govern Plaintiff's causes of action. Accordingly, Moving Defendants' Special Demurrer for uncertainty is SUSTAINED.

C. Failure to State a Cause of Action: Code of Civil Procedure Section 430.10(e)

As the court has sustained Moving Defendants' Special Demurrer for uncertainty, the court declines to address Moving Defendants' arguments made on the basis of Code of Civil Procedure Section 430.10(e).

D. Leave to Amend

Leave to amend must be allowed where there is a reasonable possibility of successful amendment. (Vaccaro v. Kaiman (1998) 63 Cal.App.4th 761, 768 ("When the defect which justifies striking a complaint is capable of cure, the court should allow leave to amend.").) The burden is on the complainant to show the Court that a pleading can be amended successfully. (Blank v. Kirwan (1985) 39 Cal.3d 311, 318.)

Here, the court has previously sustained Moving Defendants' Special Demurrer to Plaintiff's original complaint on the grounds that Moving Defendants were unable to reasonably respond to Plaintiff's complaint due to Plaintiff's use of group pleading and Plaintiff's inconsistent use of "the Lease," "master lease," and "sub-lease agreement." The court has found that the same defects persist within Plaintiff's FAC. Therefore, the court finds that there is the reasonable possibility of successful amendment. Accordingly, the court GRANTS Plaintiff leave to amend the FAC.

CONCLUSION

Based on the foregoing, Moving Defendants' Special Demurrer for uncertainty is SUSTAINED with leave to amend. Any amended complaint must be filed and served within 30 days. Moving party is ordered to give notice of ruling.

Case Number: 26TRCV00519

Hearing Date: September 2, 2026

Dept: P

Demurrer to Plaintiff's Complaint

Moving Party: Defendant EAN Holdings, LLC

Responding Party: None

RULING

The court considered the moving papers. Defendant's Demurrer to Plaintiff's complaint is SUSTAINED with leave to amend.

PROCEDURAL BACKGROUND

On February 10, 2026, Plaintiff May Thinzar Latt ("Plaintiff") filed a complaint against Defendant EAN Holdings LLC ("Defendant") and DOES 1 through 25, inclusive, alleging two causes of action for: (1) Motor Vehicle; and (2) General Negligence. On July 16, 2026, Defendant filed the instant demurrer. On August 25, 2026, Defendant filed a Notice of Non-Opposition.

FACTUAL BACKGROUND