MVMJ Investments, LLC v. 2430 Porter SPV, LLC

(Stanley Mosk Courthouse: Dept. 514) September 8, 2026 DEPARTMENT 514 LAW AND MOTION RULINGS

Porter SPV, LLC

Demurrer to Cross-Complaint Tentative Ruling The demurrer is overruled.

Background

This case arises out of a lease of commercial premises located at 2430 Porter Street in Los Angeles (the "Premises"). This case is related to Case No. 25STCV10178.

On December 15, 2023, MVMJ Investments, LLC ("Plaintiff") filed the complaint in this action against 2430 Porter SPV, LLC ("2430 Porter"); Leaflink, Inc. ("Leaflink"); and Does 1 through 50, asserting causes of action for (1) breach of lease - failure to pay rent; (2) breach of lease - damage to premises; (3) breach of guaranty; and (4) waste.

On January 2, 2024, Plaintiff amended the complaint to name Jacob Risman ("Risman") and Steven Maman ("Maman") as Does 1 and 2.

On February 1, 2024, Leaflink filed an answer to the complaint. On the same day, Leaflink filed a cross-complaint against 2430 Porter and Roes 1 through 20, asserting causes of action for (1) equitable indemnity, (2) implied contractual indemnity, and (3) contribution causes of action.

On May 29, 2024, Plaintiff filed a First Amended Complaint ("FAC").

On July 1, 2024, Leaflink filed an answer to the FAC. On the same day, Leaflink amended its cross-complaint to name Maman and Risman as Roes 1 and 2.

On July 8, 2024, Leaflink filed a First Amended Cross-Complaint ("FACC"). The FACC is Leaflink's operative cross-complaint.

On July 31, 2024, Maman filed an answer to the FACC.

On November 5, 2024, Risman filed answers to the FAC and the FACC.

On March 12, 2025, the Court, at the request of Plaintiff, dismissed Risman and Marman from the FAC.

On April 3, 2025, Plaintiff filed a Second Amended Complaint ("SAC") against 2430 Porter, Leaflink, and Does 3 through 50, asserting causes of action for (1) breach of lease - failure to pay rent; (2) breach of lease - damage to premises; (3) breach of guaranty; and (4) negligence. The SAC is the operative complaint.

On June 6, 2025, Leaflink filed an answer to the SAC.

On March 4, 2026, Maman and Risman (collectively "Cross-Complainants") filed a cross-complaint against Leaflink and Moes 1 through 20, asserting causes of action for (1) breach of contract and (2) declaratory relief. For purposes of this ruling, the Court refers to this pleading as "the Cross-Complaint."

On May 22, 2026, Leaflink filed a demurrer to the Cross-Complaint and a motion to strike. The issues raised in the motion to strike were resolved by a stipulation and order filed on July 24, 2026.

On August 6, 2026, Cross-Complainants filed an opposition to the demurrer.

On September 2, 2026, Leaflink filed a reply.

Trial is set for October 11, 2027.

Legal Standard

Code of Civil Procedure section 430.10 provides: "The party against whom a complaint or cross-complaint has been filed may object, by demurrer or answer as provided in Section 430.30, to the pleading on any one or more of the following grounds: ... (e) The pleading does not state facts sufficient to constitute a cause of action . .. ."

A general demurrer under Code of Civil Procedure section 430.10, subdivision (e), tests whether the complaint states a cause of action. (Lewis v. Safeway, Inc. (2015) 235 Cal.App.4th 385, 388; Hahn v. Mirda (2007) 147 Cal.App.4th 740, 747; see also 1 Weil & Brown, California Practice Guide: Civil Procedure Before Trial [2025], P. 7:40.)

"We treat the demurrer as admitting all material facts properly pleaded, but not contentions, deductions or conclusions of fact or law. We also consider matters which may be judicially noticed." (Centinela Freeman Emergency Medical Associates v. Health Net of California (2016) 1 Cal.5th 994, 1010; Blank v. Kirwan (1985) 39 Cal.3d 311, 318; accord Yvanova v. New Century Mortgage Corp. (2016) 62 Cal.4th 919, 924; Marina Pacific Hotel and Suites v. Fireman's Fund Insurance Company (2022) 81 Cal.App.5th 96, 104.)

All reasonable inferences must be drawn in favor of the pleading. (Schifando v. City of Los Angeles (2003) 31 Cal.4th 1074, 1081; Marina Pacific Hotel and Suites, supra, 81 Cal.App.5th at p. 104.)

Even "improbable" facts alleged in the pleading must be accepted as true. (Marina Pacific Hotel and Suites, supra, 81 Cal.App.5th at pp. 104-105.)

Courts must "liberally construe the pleading" and "give the complaint a reasonable interpretation, reading it as a whole and its parts in context." (Id. at p. 105.)

A complaint must contain a "statement of facts constituting the cause of action, in ordinary and concise language." (Code Civ. Proc., Sec. 425.10, subd. (a)(1); see also C.A. v. William S. Hart High School Dist. (2012) 53 Cal.4th 861, 872 ["the complaint need only allege facts sufficient to state a cause of action"].)

Ordinarily, a complaint "is sufficient if it alleges ultimate rather than evidentiary facts." (Doe v. City of Los Angeles (2007) 42 Cal.4th 531, 550.)

Ultimate facts are those upon which "the right to recover depends" and are "essential" to the cause of action. (Estes v. Eaton Corp. (2020) 51 Cal.App.5th 636, 643 fn. 2; see also 1 Weil & Brown, supra, P. 6:124.)

A plaintiff is required to plead only "the essential facts of [its] case" that are sufficient "to acquaint a defendant with the nature, source and extent of [the] cause of action." (Doe, supra, 42 Cal.4th at p. 550.)

Mere boilerplate or pleading of legal conclusions is not sufficient. (Id. at p. 551 fn. 5.)

But a plaintiff need not allege "each evidentiary fact that might eventually form part of plaintiff's proof" at trial. (C.A., supra, 53 Cal.4th at p. 872.)

A demurrer can be sustained only when it disposes of an entire cause of action. (Poizner v. Fremont General Corp. (2007) 148 Cal.App.4th 97, 119; Kong v. City of Hawaiian Gardens Redev. Agency (2003) 108 Cal.App.4th 1028, 1046.)

Leave to amend should be granted when "there is a reasonable possibility that the defect can be cured by amendment." (Centinela Freeman, supra, 1 Cal.5th at p. 1010; Blank, supra, 39 Cal.3d at p. 318; Shaeffer v. Califia Farms (2020) 44 Cal.App.5th 1125, 1145.)

Meet and Confer

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

This requirement is met. (Vitiello Decl., P. 3.)

Discussion

In this action, Plaintiff alleges in the SAC that Leaflink and others breached a commercial lease.

In Leaflink's FACC, Leaflink seeks indemnity and contribution from Maman and Risman (and others).

In the Cross-Complaint, which is the subject of this demurrer, Maman and Risman bring causes of action against Leaflink (and others) for breach of contract and declaratory relief.

Leaflink now demurs to the First Cause of Action in the Cross-Complaint (for breach of contract) and the Second Cause of Action in the Cross-Complaint (for declaratory relief).

The Court will review each cause of action in turn.

First Cause of Action (Breach of Contract)

The elements of a cause of action for breach are contract are: "(1) the existence of the contract, (2) plaintiff's performance or excuse for nonperformance, (3) defendant's breach, and (4) the resulting damages to the plaintiff." (Oasis West Realty, LLC v. Goldman (2011) 51 Cal.4th 811, 821; see also, e.g., Richman v. Hartley (2014) 224 Cal.App.4th 1182, 1186.)

In the Cross-Complaint, Maman and Risman allege that Leaflink has breached a written contract between the parties: specifically, a Settlement and Mutual Release Agreement entered into as of August 16, 2023. (See Cross-Complaint, P. 29 & Exh. 1.)

Cross-Complainants allege: (a) that in this contract, Leaflink released them from a broad range of claims against them; and (b) that Leaflink breached this agreement by filing and maintaining the FACC against them. (Cross-Complaint, P.P. 36-37.)

Leaflink argues in its demurrer that it did not breach its contract with Maman and Risman because it asserts causes of action that arise solely after August 16, 2023, the effective date of the contract. (Demurrer, at pp. 5-6.)

That may or may not be true.

In the Cross-Complaint, Maman and Risman do allege that a burglary occurred on September 1, 2023, and that 2430 Porter vacated the Premises on September 7, 2023. (Cross-Complaint, P.P. 17, 40.)

But on demurrer, the Court must limit its inquiry to the allegations in the challenged pleading (and judicially noticeable facts).

Here, it is not clear from the face of the Cross-Complaint that - as Leaflink argues - that all claims asserted by Leaflink against Maman and Risman in the FACC arose after August 16, 2023, or are otherwise (as a matter of law) outside the scope of the release.

Accordingly, Cross-Complainants have sufficiently alleged, at the pleading stage, a cause of action for breach of contract.

The demurrer to the First Cause of Action is overruled.

Second Cause of Action (Declaratory Relief)

The elements of a cause of action for declaratory relief are: "(1) a proper subject of declaratory relief, and (2) an actual controversy involving justiciable questions relating to rights or obligations of a party." (Childhelp, Inc. v. City of Los Angeles (2023) 91 Cal.App.5th 224, 235; see also Lee v. Silveira (2016) 6 Cal.App.5th 527, 546; Brownfield v. Daniel Freeman Marina Hospi tal (1989) 208 Cal.App.3d 405, 410.)

For the same reasons set forth above, the Court determines that Cross-Complainants have sufficiently stated, as a matter of pleading, that there is an actual and justiciable controversy between the parties regarding the parties' ongoing rights under the release in the contract that the parties signed.

The Court expresses no views as to the merits of the parties' positions with regard to the underlying dispute.

The demurrer to the Second Cause of Action is overruled.

Conclusion

The Court OVERRULES the demurrer filed by Leaflink, Inc.

Cross-Defendant Leaflink, Inc. is to file an answer or other responsive pleading to the Cross-Complaint by September 22, 2026.

Moving party is ordered to give notice.

Case Number: 26STCV13451 Hearing Date: September 8, 2026 Dept: 514 Vina Nest LLC v. Aced Trading 26STCV13451 Demurrer to Complaint Motion to Strike Tentative Ruling The demurrer is overruled. The motion to strike is granted in part (with leave to amend) and denied in part.

Background

This case arises out of a dispute regarding a contract for cold warehouse storage services for imported food products.

On April 27, 2026, Vina Nest, LLC ("Plaintiff") filed the complaint in this action against Aced Trading, Eric Liang (collectively "Defendants"), and Does 1 through 25, asserting causes of action for: (1) breach of contract; (2) conversion; (3) violation of Commercial Code sections 7209 & 7210; and (4) unfair business practices (Business and Professions Code sections 17200 et seq.).

On June 29 and July 1, 2026, Defendants filed this demurrer and motion to strike.

Plaintiff filed oppositions on August 25, and Defendants filed replies on September 1.

No trial date has been set.

Legal Standard

Demurrer

Code of Civil Procedure section 430.10 provides: "The party against whom a complaint or cross-complaint has been filed may object, by demurrer or answer as provided in Section 430.30, to the pleading on any one or more of the following grounds: ... (e) The pleading does not state facts sufficient to constitute a cause of action . .. ."

A general demurrer under Code of Civil Procedure section 430.10, subdivision (e), tests whether the complaint states a cause of action. (Lewis v. Safeway, Inc. (2015) 235 Cal.App.4th 385, 388; Hahn v. Mirda (2007) 147 Cal.App.4th 740, 747; see also 1 Weil & Brown, California Practice Guide: Civil Procedure Before Trial [2025], P. 7:40.)