DEMURRER to CROSS COMPLAINT
SF Superior Court - Real Property / Housing Dept 501 - CGC25630933 - May 27, 2026 Hearing date: May 27, 2026 Case number: CGC25630933 Case title: 25 MASON STREET, LLC VS. MINERVA UNIVERSITY ET AL Case Number: | | CGC25630933 | Case Title: | | 25 MASON STREET, LLC VS. MINERVA UNIVERSITY ET AL | Court Date: | | 2026-05-27 09:30 AM | Calendar Matter: | | DEMURRER to CROSS COMPLAINT | Rulings: | | Real Property/Housing Court Law and Motion Calendar for May 27, 2026. Line 3.1.
PLAINTIFF 25 MASON STREET, LLC A CALIFORNIA LIMITED LIABILITY COMPANY DEMURRER to CROSS COMPLAINT is SUSTAINED with leave to amend, in part and OVERRULED, in part.
The Cross-complaint is sustained with leave to amend the alter ego allegations to allege that an inequitable result would follow if the acts are treated as those of the corporation alone. (Leek v. Cooper (2011) 194 Cal.App.4th 399, 417.)
The First Cause of Action for Breach of Contract is OVERRULED. (Cross-complaint, paras. 17-18, 26, 27, 29.) In an action based on a written contract, a plaintiff may plead the legal effect of the contract rather than its precise language. Construction Protective Services, Inc. v. TIG Specialty Ins. Co. (2002) 29 Cal.4th 189, 198-199.)
The Second Cause of Action for Rescission is OVERRULED. (Civil Code sections 1692, 1689; Taliaferro v. Davis (1963) 216 Cal.App.2d 398, 412.)
The Third Cause of Action for Breach of the Implied Covenant of Good Faith is OVERRULED. The allegations go beyond a failure to perform on the contract. (Cross-complaint, paras. 16-18, 38.)
The Fourth Cause of Action for Negligence is SUSTAINED WITH LEAVE TO AMEND to allege with more clarity the source of the independent duty alleged, aside from the one that arises from the contractual relationship.
The Fifth Cause of Action for Negligent Misrepresentation is SUSTAINED WITH LEAVE TO AMEND to specify the continuing misrepresentations "throughout the duration of the tenancy," and when, to whom, and how these representations were made. Cross-complainant must also reconcile the allegations in paragraphs 47, 49 and 50 given the allegation that the permit abandonment did not occur until approximately two years after the lease was signed.
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The Sixth Cause of Action for Intentional Misrepresentation is SUSTAINED WITH LEAVE TO AMEND for the same reasons as the Negligent Misrepresentation claim. (See also para. 58.)
The Seventh Causes of Action for Fraud is SUSTAINED WITH LEAVE TO AMEND for the same reasons as the Misrepresentation claims. Cross-complainant must reconcile the allegations regarding inducement and the allegation of abandonment which did not occur until years later.
The Eighth Cause of Action: Declaratory Relief is OVERRULED. =(501/DWH)
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