Ullyott v. Elve, Inc.

Case: Ullyott v. Elve, Inc. Case No. CV2026-0598 Hearing Date: September 2, 2026 Department Fourteen 9:00 a.m.

Demurrer:

Defendants Elve, Inc. and Diana Gamzina’s request for judicial notice is DENIED. (Evid. Code, §§ 452, 453.) The documents are irrelevant to the Court’s determination of the demurrer. (Malek Media Group LLC v. AXQG Corp. (2020) 58 Cal.App.5th 817, 825 [“Any matter to be judicially noticed must be relevant to a material issue”].)

Defendants’ demurrer as to the first cause of action (retaliation in violation of Whistleblower Protection) is OVERRULED. (Code Civ. Proc., § 430.10, subd. (e).) Defendants have failed to establish that the first amended complaint (“FAC”) does not state facts sufficient for this cause of action. (Lab. Code, § 110.2, subd. (b); FAC, ¶¶ 27-38.) Specifically, defendants have not shown that plaintiff Colin Ullyott fails to allege: (1) a protected disclosure; or (2) a reasonable belief that the information disclosed a violation of state or federal statute. (People ex rel. Garcia- Brower v. Kolla's, Inc. (2023) 14 Cal.5th 719, 726 & 734; Contreras v. Green Thumb Produce, Inc. (2025) 116 Cal.App.5th 1251, 1259-1260; see FAC, ¶¶ 23, 31.)

Defendants’ demurrer as to the second cause of action (wrongful termination in violation of public policy) is OVERRULED. (Code Civ. Proc., § 430.10, subd. (e).) Based on the Court’s ruling as to the first cause of action, defendants have not established that the FAC does not state facts sufficient for this cause of action. (Ps & As, p. 9.)

Defendants’ demurrer as to the third cause of action (breach of covenant of good faith and fair dealing) and fourth cause of action (breach of contract) are SUSTAINED WITH LEAVE TO AMEND. (Code Civ. Proc., § 430.10, subd. (e).) Based on the contract attached to the FAC, plaintiff has not sufficiently alleged that defendants breached a term of the contract. (See Careau & Co. v. Security Pacific Business Credit, Inc. (1990) 222 Cal.App.3d 1371, 1388; FAC, ¶¶ 17 & 56-61, Exhibit A, §§ 2.7, 7.4.) Specifically, section 2.7 of the parties’ contract defines “cause” – it does not require defendants to provide 30 days’ notice before a termination based on “neglect or persistent unsatisfactory performance.” (FAC, ¶ 17, Exhibit A, § 2.7.) As plaintiff’s third cause of action is based on the failure to provide 30 days’ notice, this cause of action also fails. (FAC, ¶¶ 48-54.)

Defendants’ demurrer as to the fifth cause of action (intentional interference with contract) is SUSTAINED WITHOUT LEAVE TO AMEND. (Code Civ. Proc., § 430.10, subd. (e).) “[C]orporate agents and employees acting for and on behalf of a corporation cannot be held liable for inducing a breach of the corporation's contract.” (Mintz v. Blue Cross of California (2009) 172 Cal.App.4th 1594, 1604, citation and quotation marks omitted; Shoemaker v. Myers (1990) 52 Cal.3d 1, 24.) As plaintiff alleges that defendant Diana Gamzina is the founder and CEO of Elve, Inc, she cannot be held liable for interfering with plaintiff and Elve, Inc.’s contract. (FAC, ¶¶ 3, 14.)

As there is no reasonable possibility that plaintiff can amend the complaint to state this cause of action against Gamzina, the Court declines to permit leave to amend. (See Heckendorn v. City of San Marino (1986) 42 Cal.3d 481, 486 [“If it is

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reasonably possible that plaintiff can cure a defective complaint by amendment, or that the pleading liberally construed can state a cause of action, the trial court should not sustain a demurrer without leave to amend”].)

Plaintiff may file an amended complaint by no later than September 14, 2026. (Cal. Rules of Court, rule 3.1320(g).)

If no hearing is requested, this tentative ruling is effective immediately. No formal order pursuant to California Rules of Court, rule 3.1312 or further notice is required.

Case management conference:

The Case Management Conference is continued to December 7, 2026, at 9:00 am in Department 14 at 9:00 a.m. The parties shall file CMC Statements pursuant to the Rules of Court and shall include a detailed discovery plan and ADR plan.

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