Law vs. Nabati

Exhibit A to the Complaint is the purported written contract. The alleged contract is not executed by Hopkins, but appears to have been written by Hopkins’ co-defendant, Michael Nabati. The contract references Hopkins as Nabati’s agent and, additionally, refers to work that “we” will perform for Plaintiff. (Compl., Exh. A.) Viewing the writing as a whole, it appears that “we” refers to Nabati and Hopkins.

The general allegations of the Complaint plead that Hopkins and Nabati were in a joint venture for the purpose of engaging in a “fix and flip” of the property at issue in this case. (Compl. ¶ 9.)

“A joint venture has been defined in various ways, but most frequently perhaps as an association of two or more persons who combine their property, skill or knowledge to carry out a single business enterprise for profit.” (Holtz v. United Plumbing and Heating Co. (1957) 49 Cal.2d 501, 506.) “The incidents of a joint venture are in all important respects the same as those of a partnership. One such incident of partnership is that all partners are jointly and severally liable for

partnership obligations, irrespective of their individual partnership interests.” (Myrick v. Mastagni (2010) 185 Cal.App.4th 1082, 1091, internal citations omitted.)

In ruling on a demurrer, a court must accept as true all allegations of fact contained in the complaint. (Blank v. Kirwan (1985) 39 Cal.3d 311, 318.) Accepting the allegations of the Complaint as true, Plaintiff has sufficiently pled a theory upon which Hopkins could be held liable for breach of the contract.

Hopkins additionally contends that the writing is not a contract because there is no offer, acceptance or consideration and it is not signed by any party. The absence of signatures does not render a contract unenforceable. (Vita Planning & Landscape Architecture, Inc. v. HKS Architects, Inc. (2015) 240 Cal.App.4th 763, 773.) Rather, it is the conduct of the parties that determines whether there has been consent to an agreement. (See, ibid.) Further, the Complaint sufficiently pleads offer, acceptance and consideration.

Defendants allegedly agreed to “take full responsibility for all costs associated with the permit, including but not limited to the cost of plans, city fees, architectural fees as well as any work we may have to do to the house to satisfy the inspector.” (Compl. ¶ 58; Exh. A.) In exchange “Plaintiff agreed to close escrow on the Property, and moved into the Property with her children.” (Compl. ¶ 59.)

Accordingly, the demurrer to the fourth cause of action is OVERRULED.

Sixth Cause of Action for Breach of Implied Covenant of Good Faith and Fair Dealing Hopkins contends that, because no underlying contract has been pled, the breach of implied covenant of good faith and fair dealing cause of action necessarily fails as well.

As the Court finds that Plaintiff has sufficiently pled a written contract, the demurrer to the sixth cause of action is OVERRULED.

First Cause of Action for Fraud – Intentional Misrepresentation Hopkins contends that Plaintiff’s fraud (intentional misrepresentation) cause of action is uncertain as to Hopkins and that Plaintiff has failed to plead facts sufficient to constitute a cause of action for fraud because Plaintiff has failed to allege with specificity what statements, if any, were made by Hopkins; nor does it plead knowledge of falsity or intent to defraud.

Here, the Complaint pleads:

On or about June 7, 2022, Defendant Nabati and Hopkins each executed the required Real Estate Transfer Disclosure Statement which included Seller’s Information and Agent’s Inspection Disclosure (“Disclosures”). Plaintiff and her broker each executed the documents on June 8, 2022 acknowledging receipt of copies of the Disclosures. It was at this time that Defendant Nabati and Hopkins first disclosed to Plaintiff that perhaps some of the Renovations performed at the Property had been performed without permits.

The Disclosure specifically stated: “Seller has made certain upgrades to the property that in certain situations would require a permit, such as upgrades to plumbing, electrical, mechanical as well as structural beam work where walls were removed and replaced with beams and posts to create an ‘open floor plan’. All work was done to a quality standard at or above typical building code requirements. . . .

Plaintiff is informed and believes, and on that basis alleges, that both Defendant Nabati and Hopkins knew, or should have known, that the Renovations were not “done to a quality standard at or above typical building code requirements,” that “structural

modifications, or other alterations or repairs” were not in compliance with applicable building codes, that “notices of abatement or citations against the property” had been issued, that they had hired unlicensed workers to perform the Renovations, that architectural and engineering plans and specifications were not prepared, that structural, electrical, mechanical, and Title 24 engineering calculations were not performed, that required permits were not obtained, and that required building inspections were not performed all in furtherance of their mutual business purpose of maximizing profits on the “fix & flip” of the Property.

(Compl. ¶¶ 16-17.)

The above is sufficient to meet the heightened pleading requirements for a fraud cause of action. To the extent that additional fraudulent statements are alleged that have not been pled with sufficient specificity, additional information can be obtained through discovery. This is because a general demurrer does not lie to only part of a cause of action. If there are sufficient allegations to entitle plaintiff to relief, other allegations cannot be challenged by general demurrer. (Daniels v. Select Portfolio Servicing, Inc. (2016) 246 Cal.App.4th 1150, 1167, (disapproved on other grounds by Sheen v. Wells Fargo Bank, N.A. (2022) 12 Cal.5th 905, 948 & fn. 12).)

Accordingly, the demurrer to the first cause of action is OVERRULED.

Plaintiff’s objections to the Slome Declaration are SUSTAINED.

Defendant Hopkins shall file his Answer within 20 days.

Plaintiff to give notice.

6. 30-2024-01382035 1. Motion to Appear Pro Hac Vice

Frank Recruitment Plaintiff/Cross-Defendant, Frank Recruitment Group Inc.’s Application for Admission Pro Hac Group, Inc vs. Loko AI, Vice of Michael J. Burns is GRANTED. Inc The verified application contains the information required by California Rules of Court, rule 9.40, and demonstrates compliance with the service and fee requirements. (See Declaration of Michael J. Burns; Declaration of Patrick A. Hormillosa, ¶ 4.)

Moving party to give notice.

7. 30-2025-01507508 1. Motion to Appear Pro Hac Vice

Elevated Health, Inc vs. The unopposed application of attorney Robert Keefe of the law firm Boies Schiller Flexner LLP to UHC of California appear pro hac vice on behalf of Defendant UHC of California is GRANTED.

Moving attorney met the requirements of California Rules of Court, rule 9.40, and demonstrates compliance with the service and fee requirements.

Moving attorney to give notice.