HUMANMADE, A CALIFORNIA NONPROFIT CORPORATION VS. 150 HOOPER, INC., ET AL

Matter on the Law & Motion/Discovery Calendar for Wednesday, Jun-18-2025, Line 6. 1-DEFENDANT 150 HOOPER, INC., A CALIFORNIA NONPROFIT CORPORATION's DEMURRER to Amended COMPLAINT. (PART ONE OF TWO)

Defendant 150 Hooper, Inc.'s demurrer to the third through sixth causes of action in plaintiff Humanmade's third amended complaint (TAC) is overruled as to the third through fifth causes of action and sustained without leave to amend as to the sixth cause of action.

The third cause of action adequately alleges a claim for promissory fraud. The fraudulent promise is adequately alleged in paragraph 53 of the TAC. The parol evidence rule (including statements made in a contract regarding superseding of prior agreements) does not bar a claim for promissory fraud based on an alleged fraudulent promise at variance with the terms of a contract. (Riverisland Cold Storage, Inc. v. Fresno-Madera Production Credit Assn. (2013) 55 Cal. 4th 1169). Paragraph 12 of the TAC adequately alleges the delayed discovery exception to the accrual of the statute of limitations.

The fourth cause of action adequately alleges a claim for breach of the good faith covenant implied in the lease between 150 Hooper and Humanmade. Paragraph 64 of the TAC adequately alleges performance of the lease by Humanmade. Paragraphs 66 and 68 of the TAC adequately allege that Humanmade was damaged by 150 Hooper's alleged breach.

The fifth cause of action adequately alleges a claim for breach of the Community Benefits Agreement (CBA) on a third-party beneficiary theory. Although Humanmade need not allege as an element of this claim that it performed the terms of the lease, it adequately did so in paragraph 64 of the TAC. The CBA is reasonably susceptible to Humanmade's interpretation of that contract as alleged in paragraph 70 of the TAC. Paragraph 73 of the TAC adequately alleges that Humanmade was damaged by 150 Hooper's alleged breach.

Paragraph 12 of the TAC adequately alleges the delayed discovery exception to the accrual of the statute of limitations. Humanmade adequately alleges that it is an intended third-party beneficiary per Zigas v. Superior Court (1981) 120 Cal. App.3d 827.

END OF PART ONE OF TWO =(302/HEK) | |