CIRCLE K STORES INC. vs 9000 TELEGRAPH MOBIL INC., et al.

extraordinary legal skill justifying augmentation of the unadorned lodestar in order to approximate the fair market rate for such services." (Ketchum v. Moses (2001) 24 Cal.4th 1122, 1132.) Plaintiff seeks a multiplier for risk and delay given that this lemon law action was taken on a contingency basis. The Court rejects the multiplier request. This lemon law action is not complex as it involved neither novel nor difficult legal issues. The purpose of the multiplier adjustment is to fix a fee at the fair market value for the particular action. Accordingly, applying a multiplier would contravene its purpose. Plaintiff's request for a lodestar multiplier is DENIED. Accordingly, the motion is GRANTED in part. Plaintiff is entitled to recover $150,474 in attorney's fees.

Case Number: 24NWCV03182 Hearing Date: September 2, 2026 Dept: C CIRCLE K STORES INC., A TEXAS CORP. vs 9000 TELEGRAPH MOBIL INC., A CALIFORNIA CORP., et al. CASE NO.: 24NWCV03182 HEARING: 9/2/26 at 9:30 AM #14 TENTATIVE RULING Defendants 9000 Telegraph Mobil, Inc., Downey Oak Investment LLC, and Ben Kohanteb's Demurrer is OVERRULED. Defendants to answer within 10 days. Plaintiff to give NOTICE. Defendants 9000 Telegraph Mobil, Inc., Downey Oak Investment LLC, and Ben Kohanteb (Defendants) generally demur to Plaintiff Circle K Stores Inc.'s (Plaintiff) Second Amended Complaint in its entirety pursuant to California Code of Civil Procedure Sec. 430.10 (g) and (f).

Background

Plaintiff alleges that on or about October 26, 2012, Exxonmobil Oil Corporation conveyed to Plaintiff three lots of real property located at 9000 Telegraph Road, Downey, California 90240 (Premises). The recorded grant deed includes specific environmental and use restrictions, as well as a covenant against residential uses. Pursuant to the recorded grant deed, these restrictions and covenants run with the land. (Second Amended Complaint (SAC), P. 10, Exh. A.) Plaintiff owned and operated a branded convenience store and fuel station under the ExxonMobil Oil Corporation's brand on the Premises from around October 2012 until around January 2021. (SAC, P. 12.)

In late 2020, Kohanteb approached Plaintiff and proposed that Kohanteb would purchase the Premises from Plaintiff and agree to continue operating a branded convenience store and fuel station on the Premises under the ExxonMobil Oil Corporation's brand for a period of ten years following that purchase. (SAC, P. 13.)

In or around January 2021, Plaintiff and Defendants finalized and executed a collective agreement for the sale and future use of the Premises. The framework for this collective agreement followed Kohanteb's suggestion that for Kohanteb's benefit, two separate corporate entities (both controlled by Kohanteb) would execute contracts with Plaintiff: one entity would own the real property of the Premises, while a separate entity would operate the business of the branded convenience store and fuel station on the Premises.

On information and belief, similar structures were used by Kohanteb to separate his real estate holdings from his business operations while maintaining his personal control over all aspects. (SAC, P. 15.) Plaintiff further alleges that prior to entering the collective agreement, including the Real Property Agreement to sell the Premises to Downey Oak, each of the Defendants affirmatively represented that they intended to utilize the Premises as a branded convenience store and fuel station supplied by Plaintiff for at least ten (10) years. (SAC, P. 58.)

Forty-one days thereafter, on March 2, 2021, Defendants effectuated their scheme to buy certain surrounding properties and cease operating the Premises as a branded convenience store and fuel station. (SAC, P. 83.) Plaintiff alleges that Plaintiff would have never entered into the collective agreement had Plaintiff known Defendants' true intentions at the time those agreements were made. (SAC, P. 90.) Plaintiff alleges to have been damaged based on the misrepresentations Defendants made to Plaintiff, including the sale of the Premises to Defendants under terms Plaintiff never would have agreed to without the representations from each Defendant. (SAC, P. 93.)

Plaintiff alleges that pursuant to the terms of the Contract and Commodity Schedule, 9000 Telegraph was obligated to purchase a minimum of 9,015,120 gallons from January 20th, 2021 to January 19th, 2031. (SAC, P. 103.) 9000 Telegraph purchased only approximately 10% of this requirement, ceased utilizing the Premises as a branded convenience store and fuel station, ceased purchasing fuel from Plaintiff, and debranded the Premises with approximately seven years left under the term of the Contract of Sale. (SAC, P. 104.)

The failure of Defendants to honor these requirements constitutes an Event of Default under the Security Agreement and constitutes a breach and repudiation under the collective agreement. (SAC, P. 105.) Based thereon, the SAC asserts causes of action for: 1. Fraudulent Inducement/ Intentional Misrepresentation 2. Fraudulent Inducement/ Negligent Misrepresentation 3. False Promise 4. Breach of Contract 5. Breach of Contract 6. Breach of Contract

Legal Standard

The party against whom a complaint has been filed may object to the pleading, by demurrer, on several grounds, including the ground that the pleading does not state facts sufficient to constitute a cause of action. (CCP Sec. 430.10(e).) A party may demur to an entire complaint, or to any causes of action stated therein. (CCP Sec. 430.50(a).) The complaint must be construed liberally by drawing reasonable inferences from the facts pleaded. (Flynn v. Higham (1983) 149 Cal.App.3d 677, 679.) A demurrer for sufficiency tests whether the complaint states a cause of action. (Hahn v.

Mirda (2007) 147 Cal.App.4th 740, 747.) When considering demurrers, courts read the allegations liberally and in context. In a demurrer proceeding, the defects must be apparent on the face of the pleading or via proper judicial notice. (Donabedian v. Mercury Ins. Co. (2004) 116 Cal.App.4th 968, 994.) 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. (CCP Sec.Sec. 430.30, 430.70.)

At the pleading stage, a plaintiff need only allege ultimate facts sufficient to apprise the defendant of the factual basis for the claim against him. (Semole v. Sansoucie (1972) 28 Cal. App. 3d 714, 721.) A "demurrer does not, however, admit contentions, deductions or conclusions of fact or law alleged in the pleading, or the construction of instruments pleaded, or facts impossible in law." (S. Shore Land Co. v. Petersen (1964) 226 Cal.App.2d 725, 732, internal citations omitted.) The burden is on the complainant to show the court that a pleading can be amended successfully, to obtain an order allowing leave to amend. (McKenney v.

Purepac Pharmaceutical Co. (2008) 167 Cal.App.4th 72, 78.) "Leave to amend should be denied where the facts are not in dispute and the nature of the claim is clear, but no liability exists under substantive law." (Lawrence v. Bank of America (1985) 163 Cal.App.3d 431, 436.)

Discussion

This Court's June 16, 2026 Minute Order On June 16, 2026, this Court denied Defendants' Motion for Summary Judgment finding Defendants did not meet their movant's burden evidencing that no misrepresentation occurred on behalf of Defendants. Additionally, the Court granted Plaintiff's motion for leave to file a second amended complaint. The Court found Plaintiff's proposed amendments did not constitute sham pleadings. In opposition, Defendants argued the additional references in the SAC to the "collective agreement" contradict the FAC.

However, the Court noted that even in the FAC Plaintiff alleged the Purchase Agreement and Supply Agreement were part of a single collective agreement. (Compare FAC, P. 15 to SAC Exhibit A to Motion (redlined SAC), P.P. 15, 16, 20-21, 26, 28, 62, 105.) The combined agreement there was not "unidentified," but rather was already alleged and already known to Defendants.

Demurrer

By way of this demurrer, Defendants again argue that: "despite the clear nature of the Plaintiff's admission in the First Amended Complaint that the two (2) written agreements of the Purchase Agreement and Supply Agreement support all of the alleged causes of action in the First Amended Complaint, Plaintiff sought to replace the reference to the two (2) specific written agreements with a vague and undefined "collective agreement" as part of a "sham pleading" to avoid dismissal of the causes of action in the First Amended Complaint in response to the Defendants' MSJ Motion." (Demurrer., 10: 8-14.)

Defendants further argue that the SAC fails to allege whether the alleged "collective agreement" forming the purported "contract" supporting the claim against Defendants is "written, is oral, or is implied by conduct." (See California Code of Civil Procedure Sec. 430.10(g).) Defendants argue that because the "collective agreement" is not in writing it violates the statute of frauds. Finally, Defendants argue that the Supply Agreement and Purchase Agreement include an "integration clause" confirming there are no "oral" promises, representations, or understandings" affecting either of the agreements, the Plaintiff's reference to a nonexistent "collective agreement" is also legally barred by the "integration clause" included in the two separate contract. (See Casa Herrera, Inc. v.

Beydoun (2004) 32 Cal.4th 336, 344 ("[A]s a matter of substantive law [evidence that contradicts an integrated written agreement] cannot serve to create or alter the obligations under the instrument"); Alling v. Universal Manufacturing Corp. (1992) 5 Cal.App.4th 1412, 1434 (in essence, an integrated written agreement supersedes any prior or contemporaneous negotiations, either oral or written).)

The Court emphasizes that the amendments included in the SAC are not sham pleadings. The Court finds that Plaintiff alleged that the Purchase Agreement and Supply Agreement form the collective agreement between the parties in the FAC as well. As such the SAC sufficiently alleges that the agreement between the parties is in writing. (See SAC, Exhs. B-G; Maxwell, supra, 231 Cal.App.4th at 99.) Compare: "In or around January 2021, Plaintiff and Defendants finalized and executed a collective agreement for the sale and future use of the Premises.

The framework for this collective agreement followed Kohanteb's suggestion that for Kohanteb's benefit, two separate corporate entities (both controlled by Kohanteb) would execute contracts with Plaintiff: one entity would own the real property of the Premises, while a separate entity would operate the business of the branded convenience store and fuel station on the Premises. On information and belief, similar structures were used by Kohanteb to separate his real estate holdings from his business operations while maintaining his personal control over all aspects.

Based on the representations made by Defendants individually and collectively, and as part of a collective agreement, Plaintiff agreed to sell the Premises, and certain inventory situated therein, to Downey Oak under one contract with Downey Oak, as a real estate holding company owned and operated by Kohanteb. As part of the collective agreement, Plaintiff entered into a separate but related contract for 9000 Telegraph, pursuant to which, 9000 Telegraph would purchase, receive, and pay for, products under ExxonMobil Oil Corporation's brand and other products to be sold at the Premises.

These separate contracts were part of a single overall agreement and understanding between Plaintiff and Defendants borne out of representations made by Defendants as to each Defendants' respective intentions to own and operate the Premises in accordance with the terms of the agreements discussed herein between Plaintiff and Defendants." (FAC, P. 15-16.) to: "In or around January 2021, Plaintiff and Defendants finalized and executed a collective agreement for the sale and future use of the Premises.

The framework for this collective agreement followed Kohanteb's suggestion that for Kohanteb's benefit, two separate corporate entities (both controlled by Kohanteb) would execute contracts with Plaintiff: one entity would own the real property of the Premises, while a separate entity would operate the business of the branded convenience store and fuel station on the Premises. On information and belief, similar structures were used by Kohanteb to separate his real estate holdings from his business operations while maintaining his personal control over all aspects.

Based on the representations made by Defendants individually and collectively, and as part of a collective agreement, Plaintiff agreed to sell the Premises, and certain inventory situated therein, to Downey Oak under one contract with Downey Oak, as a real estate holding company owned and operated by Kohanteb. As part of the collective agreement, Plaintiff entered into a separate but related contract for 9000 Telegraph, pursuant to which, 9000 Telegraph would purchase, receive, and pay for, products under ExxonMobil Oil Corporation's brand and other products to be sold at the Premises.

These separate contracts were part of a single overall agreement and understanding between Plaintiff and Defendants borne out of representations made by Defendants as to each Defendants' respective intentions to own and operate the Premises in accordance with the terms of the agreements discussed herein between Plaintiff and Defendants." (SAC, P. 15-16.)

Therefore, reading the allegations liberally and in context, as the Court must do, there is nothing to suggest that Plaintiff retracts allegations that the parties entered into separate agreements; instead, Plaintiff clarifies how the two separate agreements may be read in context to one another as a collective agreement. As to Defendants' arguments regarding the integration clause, Defendants rely upon overruled caselaw for the proposition that the parole evidence rule precludes "fraud claims premised on prior or contemporaneous statements at variance with the terms of a written integrated agreement." (Casa Herrera, Inc., supra, 32 Cal.4th at 346.)

Here, however, the issue is not a discrepancy between a prior statement and the written agreements; instead, the parties disagree about the interpretation of the final written agreement. Indeed, in the minute order to the motion for summary judgment, the Court noted that it "finds support for both positions in the record." (June 16, 2026 Minute Order.) Therefore, the appropriate interpretation is left to the trier of fact, not for the Court's sole determination on demurrer. Accordingly, Defendants' Demurrer as to the Second Amended Complaint is OVERRULED.

Case Number: 25NWCV02265 Hearing Date: September 2, 2026 Dept: C HERNANDEZ vs TITA P. PADAYAO TRUST, et al. CASE NO.: 25NWCV02265 HEARING: 9/2/26 @ 9:30 AM #15 TENTATIVE RULING Defendants EXCELLENCE RE REAL ESTATE, INC. and CARLOS HERNANDEZ's Demurrer to Plaintiff LUSILA HERNANDEZ's Complaint is SUSTAINED with 20 days leave to amend. Defendants' Motion to Strike is GRANTED in part and DENIED in part as set forth below. Moving Party to give NOTICE. Defendants EXCELLENCE RE REAL ESTATE, INC. and CARLOS HERNANDEZ (Defendants) demur to the First Cause of Action for Breach of Contract, Second Cause of Action for Breach of the Implied Covenant of Good Faith and Fair Dealing, Seventh Cause of Action for Accounting, and Eighth Cause of Action for Lost Profits in Plaintiff LUSILA HERNANDEZ's (Plaintiff) Complaint.

Background

The operative Complaint filed on June 23, 2026 alleges that on November 8, 2022, Plaintiff and Defendant Tita P. Padayao Trust entered into a written Commercial Lease Agreement for the property located at 3809 Gage Avenue, Bell, California, for use as a Botanica and spiritual services business. The other Defendants executed the agreement as agents. Plaintiff paid the security deposit and rent, made significant improvements to the premises, and attempted to commence lawful business operations. Defendants breached the contract by leasing premises that were not properly zoned for the agreed use. (Complaint, P.P. 20-22.)

As a result, Plaintiff suffered damages including loss of security deposit ($16,200), rent payments, over $23,000 in business improvements and moving costs, lost business income, prejudgment interest, and attorneys fees and costs. (Complaint, P. 23.) Based thereon Plaintiff asserts the following causes of action: 1. BREACH OF CONTRACT 2. BREACH OF THE IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING 3. BREACH OF FIDUCIARY DUTY 4. NEGLIGENCE 5. VIOLATION OF BUSINESS & PROFESSIONS CODE Sec.17200 ET SEQ.

6. NEGLIGENT MISREPRESENTATION 7. ACCOUNTING