Motion for Judgment on the Pleadings; Demurrer
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sufficiency of the allegations, not their veracity. (Donabedian v. Mercury Ins. Co. (2004) 116 Cal.App.4th 968, 994.)
Here, Plaintiff seeks Judgment as to his entire FAC. “A motion for judgment on the pleadings is analogous to a general demurrer.” (Westly v. Board of Administration (2003) 105 Cal.App.4th 1095, 1114) “The issue is whether the [pleading] raises an issue that can be resolved as a matter of law.” (Ibid.) “A demurrer which attacks an entire pleading should be overruled if one of the counts therein is not vulnerable to the objection.” (Bacon v. Wahrhaftig (1950) 97 Cal. App. 2d 599, 605)
In Plaintiff’s first cause of action, he asserts a claim for Breach of Contract. In Lutfi’s first affirmative defense, he asserts the defense of Prevention of Performance. “Prevention of performance by one party to a contract excuses performance by the other party.” (Hale v. Sharp Healthcare (2010) 183 Cal.App.4th 1373, 1387) Lutfi alleges “Plaintiff prevented Defendants’ performance by providing false banking information, certifying that false information was accurate, and refusing to provide the validation documents necessary to complete a lawful transfer.” (1st Aff Defense in Answer to FAC) For purposes of demurrer, the Court assumes these facts will be proven. Therefore, Lutfi has sufficiently pled an affirmative defense to the first cause of action.
Plaintiff’s argument that the defense lacks merit because “there was and is nothing standing between the Turner Cult and/or American Sweepstakes from paying the prize money” (Motion at 8:27-28) is a question of fact for trial.
Accordingly, as a defense to the first cause of action has been sufficiently pled, the Motion for Judgment on the Pleadings is DENIED.
Plaintiff is ORDERED to file his answer to the XC within 14 days.
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9. Laguna Beach Unified School District v. National Church Residences of Laguna Beach 25-1518292 Before the Court are the following motions attacking the Second Amended Complaint (SAC) of plaintiff Laguna Beach Unified School District (the “District”): 1) a motion for judgment on the pleadings filed by defendant National Church Residences of Laguna Beach (the “Church”); 2) a motion for judgment on the pleadings filed by defendant National Church Residences (“NCR”); and 3) demurrer filed by defendants Red Mortgage Capital, LLC; Orix Real Estate Capital, LLC and Lument Real Estate Capital, LLC (the “Lenders”).
For the reasons set forth below the Church’s motion is GRANTED without leave to amend as to the 4th, 5th and 6th causes of action but is otherwise DENIED; NCR’s motion is GRANTED without leave to amend as to the 4th and 5th causes of action but is otherwise DENIED, and the Lenders’ demurrer is SUSTAINED without leave to amend as to the 4th, 5th and 6th causes of action but is otherwise OVERRULED.
Motion for Judgment on the Pleadings by the Church
The District’s evidentiary objections are SUSTAINED. The District’s request for judicial notice is DENIED as irrelevant.
Entire Complaint: Contrary to the Church’s contentions, the District adequately alleges the Church breached the terms of the Option and First Amendment. (SAC ¶¶ 79-82.) While the Church argues that the financing cap of $5.675 and related terms are transaction-specific to the 2012 Loan and nothing in the agreements prohibits the Church from refinancing, the Church relies on its own contractual interpretation in making such argument. Disputes relating to the parties’ contractual intent, particularly where extrinsic evidence may be required to explain the meaning of a written instrument, are not appropriate for determination at the pleading stage. (Foster-Gardner, Inc. v.
National Union Fire Ins. Co. (1998) 18 Cal.4th 857, 878 [where two or more interpretations of a contract provision are reasonable, the court looks at the ordinary meaning of the words of the contract, the circumstances under which it was made and the intent of the parties]; Founding Members of Newport Beach County Club v. Newport Beach Country Club, Inc. (2003) 109 Cal.App.4th 944, 955-956 [extrinsic evidence is admissible to explain the meaning of a written instrument].)
The Church’s arguments related to anticipatory breach and implied terms in a contract are irrelevant, as the District does not allege these theories in the SAC but rather alleges current breaches of existing terms.
The Court also rejects the Church’s ripeness argument. “A controversy is ‘ripe’ when it has reached, but has not passed, the point that the facts have sufficiently concealed to permit an intelligent and useful decision to be made.” (California Water & Tel. Co. v. Los Angeles County (1967) 253 Cal.App.2d 16, 22.) Here, the District alleges injury because the Church replaced the $5.675 financing structure with a $17.6 million encumbrance, stripping away the District’s notice protections and accelerated repurchase rights under the Option and First Amendment, thereby impairing the District’s recorded interests. (SAC ¶¶ 54, 55, 59, 63.)
The District does not seek advisory guidance as to what the Church may do in the future, but challenges what the Church has already done. The District alleges a present and concrete controversy, ripe for review. The motion is therefore DENIED on these grounds.
Contract claims and declaratory relief (1st, 2nd, 3rd, 14th and 15th causes of action): The Church’s arguments as to these claims are no different than the ones made on the entire complaint, which fail for the reasons set forth above. Furthermore, the Church improperly argues facts outside the four corners of the pleading that cannot be considered. The motion is therefore DENIED as to these causes of action.
Title claims (4th, 5th and 6th causes of action): The District lacks standing to assert the causes of action for quiet title, cancellation of written instruments and slander of title because the District fails to allege title to, or a real property interest, in the subject property. [Chao Fu, Inc. v. Chen (2012) 206 Cal.App.4th 48, 59 [“absent an interest in the property, a party has no standing to ask the court to quiet title in the property or to obtain damages for the cloud on title”]; Deutsche Bank National Trust Co. v.
Pyle (2017) 13 Cal.App.5th 513, 523 [claim for cancellation of instrument based on the same facts as quiet title is essentially one claim]; Truck Ins. Exchange v. Bennett (1997) 53 Cal.App.4th 75, 84, fn. 3 [“An action for slander of title is maintainable only by one who possess an estate or interest in the property”].) An option to purchase conveys no interest in land, but only a contractual right in the optionee to buy at the optionee’s election. (Wachovia Bank v. Lifetime Indus., Inc. (2006) 145 Cal.Appl.4th 1039, 1049-1050.)
The motion is therefore GRANTED without leave to amend as to these causes of action.
Fraud claims (7th and 9th causes of action): The SAC alleges sufficient facts to support each element of the fraudulent concealment claim, including damages and a duty to disclose arising from exclusive knowledge, active concealment and a preexisting contractual relationship. (Rattagan v. Uber Technologies, Inc. (2024) 17 Cal.5th 1, 40 [elements]; LiMandri v. Judkins (1997) 52 Cal.App.4th 326, 336 [duty to disclose]; SAC ¶¶ 115-119.) The SAC also alleges sufficient facts supporting civil conspiracy to fraudulent concealment. (Doctors’ Co. v. Superior Court (1989) 49 Cal. 3d 39, 44 [elements]; SAC ¶ 132.) The motion is therefore DENIED as to these causes of action.
Equitable claims (8th, 10th, 11th, 12th causes of action). The SAC alleges sufficient facts to state a cause of action for unjust enrichment, accounting, constructive trust and injunctive relief. (Peterson v. Cellco Partnership (2008) 164 Cal.App.4th 1583, 1593 [elements of unjust enrichment]; Teselle v. McLoughlin (2009) 173 Cal.App.4th 156, 179 [accounting]; Civ. Code § 2224 [constructive trust]; Salazar v. Matejcek (2016) 245 Cal.App.4th 634, 647 [injunctive relief]; SAC ¶¶ 123-130 [unjust enrichment]; ¶¶ 136-142 [accounting; ¶¶ 146-147 [constructive trust]; ¶¶ 150-152 [injunctive relief].) The motion is therefore DENIED as to these causes of action.
Motion for Judgment on the Pleadings filed by defendant National Church Residences (“NCR”)
The District’s request for judicial notice is GRANTED as to Exhibits 1, 2 and DENIED as to Exhibits 3, 4.
Liability of NCR: The SAC adequately alleges the ultimate facts showing independent liability of NCR, apart from its status as parent corporation of the Church. The District’s allegations based on information and belief are proper. (Doe v. City of Los Angeles (2007) 42 Cal.4th 531, 550 [only ultimate facts need be alleged; facts may be alleged on information and belief]; SAC ¶¶ 3, 39, 42, Exs. 9, 10.) The motion is DENIED on these grounds.
Incorporation of arguments made by the Church: District fails to cite to any authority prohibiting incorporation by reference of the Church’s arguments. The District is correct, however, that the SAC alleges an independent basis of liability against NCR and are not wholly derivative of the claims against the Church – thus the Church’s arguments may or may not apply particularly as to specific causes of action. The only causes of action for which the Church’s arguments are universally applicable are the ones where the District lacks standing, including quiet title and cancellation of instruments, which claims are also alleged against NCR. These claims fail for the same reasons set forth above. The motion is therefore GRANTED without leave to amend as to the 4th and 5th causes of action.
Necessary and Indispensable Party: While grounds for a demurrer include “a defect or misjoinder of parties,” no such grounds exist for a motion for judgment on the pleadings. (Compare Code of Civ. Proc. § 430.10 and § 438.) Rather, the only grounds for a motion for judgment on the pleadings are 1) the court has no jurisdiction of the subject of the cause of action alleged in the complaint and 2) the complaint does not state facts sufficient to constitute a cause of action against that defendant. (Code of Civ. Proc. § 438, subd. (c)(3)(B)(ii).) NCR fails to cite to any authority that Code of Civil Procedure section 389 or misjoinder of a party is grounds for dismissal. The motion is DENIED on these grounds.
Demurrer by the Lenders
Entire Complaint: Contrary to the Lenders’ contention, the District adequately alleges cognizable harm, i.e., the $5.675 financing structure was replaced with a $17.6 million encumbrance, stripping away the District’s notice protections and accelerated repurchase rights under the Option and First Amendment, thereby impairing the District’s recorded interests. (SAC ¶¶ 54, 55, 59, 63.) The District does not seek advisory guidance as to what the parties may do in the future, but challenges what has already been done. The District alleges a present and concrete controversy, ripe for review. (California Water & Tel. Co. v. Los Angeles County (1967) 253 Cal.App.2d 16, 22 [“A controversy is ‘ripe’ when it has reached, but has not passed, the point that the facts have sufficiently concealed to permit an intelligent and useful decision to be made”].)
Furthermore, the District sufficiently pleaded around the statute of limitations defense. The SAC alleges the defendants are estopped from asserting the limitations defendants because they fraudulently concealed the 2021 Loan transaction by bypassing the notice protections governing the 2012 Loan transaction, and the District did not discover the 2021 Loan until January 8, 2024. (Fox v. Ethicon Endo-Surgery (2005) 35 Cal.4th 797, 807 [discovery rule]; Sagehorn v. Engle (2006) 141 Cal.App.4th 452, 460-461, fn. 6 [equitable tolling and equitable estoppel based on fraud]; SAC ¶¶ 43, 45, 47–48, 51.) The demurrer is therefore OVERRULED on these grounds.
Title claims (4th, 5th, 6th causes of action): The District lacks standing to assert these claims because it fails to allege title to, or a real property interest, in the subject property. [Chao Fu, Inc. v. Chen (2012) 206 Cal.App.4th 48, 59; Deutsche Bank National Trust Co. v. Pyle (2017) 13 Cal.App.5th 513, 523; Truck Ins. Exchange v. Bennett (1997) 53 Cal.App.4th 75, 84, fn. 3.) An option to purchase conveys no interest in land, but only a contractual right in the optionee to buy at the optionee’s election. (Wachovia Bank v. Lifetime Indus., Inc. (2006) 145 Cal.Appl.4th 1039, 1049-1050.) The demurrer is therefore SUSTAINED without leave to amend as these causes of action.
Fraud claims (7th and 9th causes of action): The SAC alleges sufficient facts to support each element of the fraudulent concealment claim, including a duty to disclose arising from exclusive knowledge, active concealment and a preexisting relationship. (Rattagan v. Uber Technologies, Inc. (2024) 17 Cal.5th 1, 40 [elements]; LiMandri v. Judkins (1997) 52 Cal.App.4th 326, 336 [duty to disclose]; SAC ¶¶ 23, 24, 115-119, Ex. 5; see also ¶ 7 [the Lenders are the same legal entity].) The SAC also alleges sufficient facts supporting civil conspiracy to fraudulent concealment. (Doctors’ Co. v. Superior Court (1989) 49 Cal. 3d 39, 44 [elements]; SAC ¶ 132.) The demurrer is therefore OVERRULED as to these causes of action.
Equitable claims (8th and 11th causes of action): The SAC alleges sufficient facts to state a cause of action for unjust enrichment, accounting, constructive trust and injunctive relief. (Peterson v. Cellco Partnership (2008) 164 Cal.App.4th 1583, 1593 [elements of unjust enrichment]; Civ. Code § 2224 [constructive trust]; SAC ¶¶ 123-130 [unjust enrichment]; ¶¶ 146-147 [constructive trust].) The demurrer is therefore OVERRULED as to these causes of action.
Counsel for Plaintiff shall give notice of this ruling.
10. American Express National Bank v. Pinon 25-1475752 Plaintiff American Express National Bank’s (“Plaintiff”) unopposed Motion for Summary Judgment (“Motion”) is GRANTED.
Plaintiff’s sole cause of action against defendant Marcus Pinon (“Defendant”) is one for breach of contract. “To state a cause of action for breach of contract, a party must plead the existence of a contract, his or her performance of the contract or excuse for nonperformance, the defendant’s breach and resulting damage. [Citation.] If the action is based on alleged breach of a written contract, the terms must be set out verbatim in the body of the complaint or a copy of the written agreement must be attached and incorporated by reference.” (Harris v. Rudin, Richman & Appel (1999) 74 Cal. App. 4th 299, 307.)
Plaintiff has met its initial burden on the Motion by showing there was a contract between Plaintiff and Defendant which Defendant agreed to repay Plaintiff for any money or charges incurred on the Account. (Pla. Sep. Statement Nos. 1-2, 4, 6, 9-11.) Plaintiff lent the money to Defendant, but Defendant failed to make the required payments. Defendant has been harmed in the sum of $37,424.33 outstanding on the Account, and an additional $515 in court fees. The burden transfers to Defendant to show triable issues of material fact remain