EBF HOLDINGS, LLC vs JMGJ GROUP INC., et al.

25CV001392: EBF HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY vs JMGJ GROUP INC., A CALIFORNIA CORPORATION, et al. 01/14/2026 Hearing on Demurrer to the Cross-Complaint in Department 25

Tentative Ruling

NOTICE:

Consistent with Local Rule 1.06(B), any party requesting oral argument on any matter on this calendar must comply with the following procedure:

To request limited oral argument, on any matter on this calendar, you must call the Law and Motion Oral Argument Request Line at (916) 874-2615 by 4:00 p.m. the Court day before the hearing and advise opposing counsel. At the time of requesting oral argument, the requesting party shall leave a voice mail message: a) identifying themselves as the party requesting oral argument; b) indicating the specific matter/motion for which they are requesting oral argument; and c) confirming that it has notified the opposing party of its intention to appear and that opposing party may appear via Zoom using the Zoom link and Meeting ID indicated below. If no request for oral argument is made, the tentative ruling becomes the final order of the Court.

Unless ordered to appear in person by the Court, parties may appear remotely either telephonically or by video conference via the Zoom video/audio conference platform with notice to the Court and all other parties in accordance with Code of Civil Procedure §367.75. Although remote participation is not required, the Court will presume all parties are appearing remotely for non-evidentiary civil hearings.

The Department 25 Zoom Link is https://saccourt-ca-gov.zoomgov.com/my/sscdept25 and the Zoom Meeting ID is 161 1342 1868. To appear on Zoom telephonically, call (833) 568-8864 and enter the Zoom Meeting ID referenced above. NO COURTCALL APPEARANCES WILL BE ACCEPTED.

Parties requesting services of a court reporter will need to arrange for private court reporter services at their own expense, pursuant to Government code §68086 and California Rules of Court, Rule 2.956. Requirements for requesting a court reporter are listed in the Policy for Official Reporter Pro Tempore available on the Sacramento Superior Court website at https://www.saccourt.ca.gov/court-reporters/docs/crtrp-6a.pdf. Parties may contact Court- Approved Official Reporters Pro Tempore by utilizing the list of Court Approved Official Reporters Pro Tempore available at https://www.saccourt.ca.gov/court-reporters/docs/crtrp- 13.pdf.

A Stipulation and Appointment of Official Reporter Pro Tempore (CV/E-206) is required to be signed by each party, the private court reporter, and the Judge prior to the hearing, if not using a reporter from the Court’s Approved Official Reporter Pro Tempore list.

Once the form is signed it must be filed with the clerk. If a litigant has been granted a fee waiver

25CV001392: EBF HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY vs JMGJ GROUP INC., A CALIFORNIA CORPORATION, et al. 01/14/2026 Hearing on Demurrer to the Cross-Complaint in Department 25

and requests a court reporter, the party must submit a Request for Court Reporter by a Party with a Fee Waiver (CV/E-211) and it must be filed with the clerk at least 10 days prior to the hearing or at the time the proceeding is scheduled if less than 10 days away. Once approved, the clerk will forward the form to the Court Reporter’s Office and an official reporter will be provided.

TENTATIVE RULING

Cross-Defendant’s Notice of Motion does not provide notice of the Court’s tentative ruling system, as required by Local Rule 1.06(D). Cross-Defendant’s counsel is directed to contact opposing counsel/self-represented party forthwith to advise counsel of Local Rule 1.06 and the Court’s tentative ruling procedure. If Cross-Defendant’s counsel is unable to contact opposing counsel/self-represented party prior to the hearing, Cross- Defendant’s counsel shall be available at the hearing, in person or remotely (telephonically or by video conference via Zoom as stated in the introductory notice to today’s tentative rulings), in the event opposing counsel/self-represented party appears without following the procedures set forth in Local Rule 1.06(B).

Plaintiff and Cross-Defendant EBF Holdings, LLC’s (“Cross-Defendant”) Demurrer to Defendant and Cross-Complainant Jacque Chokrola Ojadidi’s (“Cross-Complainant”) Cross-Complaint (“CC”) is ruled upon as follows.

Cross-Complainant’s request for judicial notice is denied. Pursuant to California Rules of Court, Rule 3.1113(l), “[a]ny request for judicial notice must be made in a separate document listing the specific items for which notice is requested and must comply with rule 3.1306(c).” Cross-Complainant failed to file his request for judicial notice as a separate document. The Court further notes that the items Cross-Complainant seeks judicial notice of are not appropriate for judicial notice and were not relevant in ruling on the instant motion.

Factual Background

This action arises out of a business relationship between Cross-Defendant and Defendant JMGJ Group Inc. (“JMGJ”). Cross-Defendant’s complaint alleges that Cross- Defendant and JMGJ entered into an agreement by which Cross-Defendant purchased future receipts from JMGJ in the amount of $27,550 for the sum of $19,000. (Compl., ¶ 10.) The complaint further alleges that JMGJ breached the agreement between the parties, as when Cross-Defendant attempted to withdraw its due payments, the account had insufficient funds. (Compl., ¶¶ 26-29.)

The form Cross-Complaint brings causes of action for breach of contract, fraud, civil

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV001392: EBF HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY vs JMGJ GROUP INC., A CALIFORNIA CORPORATION, et al. 01/14/2026 Hearing on Demurrer to the Cross-Complaint in Department 25

conspiracy, damage to business reputation and character, misrepresentation, and failure to report payments to credit bureaus. The Cross-Complaint alleges that Cross- Defendant breached the agreement by failing to report payments to credit bureaus. This failure to report payments made to credit bureaus damaged Cross-Complainant’s credit, preventing future business opportunities. The Cross-Complaint alleges fraud by asserting that Cross-Defendant made verbal assurances to Cross-Complainant that Cross-Defendant would not charge late payment penalty fees but did in fact assess a $5000 late payment penalty fee. The Cross-Complaint further seeks repayment of late fees.

Cross-Defendant now demurs to Cross-Complainant’s cross-complaint on the grounds that: (1) Cross-Complainant’s first cause of action for breach of contract is uncertain; (2) the second cause of action for fraud does not state sufficient facts to constitute a cause of action; and (3) the third cause of action for intentional tort is uncertain and does not state sufficient facts to constitute a cause of action.

Cross-Complainant opposes.

Legal Standard

The function of a demurrer is to test the sufficiency of the pleading it challenges by raising questions of law. (Salimi v. State Comp. Ins. Fund (1997) 54 Cal.App.4th 216, 219; Nordlinger v. Lynch (1990) 225 Cal.App.3d 1259, 1271.)

A demurrer “tests the pleadings alone and not the evidence or other extrinsic matters.” (SKF Farms v. Superior Court (1984) 153 Cal.App.3d 902, 905.) The purpose of a demurrer is to test the legal sufficiency of a claim. (Donabedian v. Mercury Ins. Co. (2004) 116 Cal.App.4th 968, 994.) For the purpose of determining the effect of a complaint, its allegations are liberally construed, with a view toward substantial justice. (Code Civ. Proc. §452; Amarel v. Connell (1988) 202 Cal.App.3d 137, 140-141; Quelimane Co. v.

Stewart Title Guaranty Co. (1998) 19 Cal.4th 26, 43, fn. 7.) In this respect, the Court treats the demurrer as admitting all material facts properly pleaded, but not contentions, deductions or conclusions of fact or law, and considers matters which may be judicially noticed. (Blank v. Kirwan (1985) 39 Cal.3d 311, 318; Poseidon Development, Inc. v. Woodland Lane Estates, LLC (2007) 152 Cal.App.4th 1106, 1111- 1112.) A general demurrer does not admit contentions, deductions, or conclusions of fact or law alleged in the complaint; facts impossible in law; or allegations contrary to facts of which a court may take judicial notice. (Blank, supra, 39 Cal.3d at p. 318; William S.

Hart Union High School Dist. v. Regional Planning Com. (1991) 226 Cal.App.3d 1612, 1616, fn. 2.)

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV001392: EBF HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY vs JMGJ GROUP INC., A CALIFORNIA CORPORATION, et al. 01/14/2026 Hearing on Demurrer to the Cross-Complaint in Department 25

A demurrer may be sustained only if the complaint lacks any sufficient allegations to entitle the plaintiff to relief. (Financial Corp. of America v. Wilburn (1987) 189 Cal.App.3d 764, 778.) “Plaintiff need only plead facts showing that he may be entitled to some relief . . . we are not concerned with plaintiff's possible inability or difficulty in proving the allegations of the complaint.” (Highlanders, Inc. v. Olsan (1978) 77 Cal.App.3d 690, 696-697.) “[Courts] are required to construe the complaint liberally to determine whether a cause of action has been stated, given the assumed truth of the facts pleaded.” (Picton v.

Anderson Union High School Dist. (1996) 50 Cal.App.4th 726.) A demurrer admits the truth of all material facts properly pled and the sole issue raised by a general demurrer is whether the facts pled state a valid cause of action – not whether they are true. (Serrano v. Priest (1971) 5 Cal.3d 584, 591.)

Discussion

First Cause of Action for Breach of Contract

Cross-Defendant argues that the first cause of action for breach of contract is uncertain because the CC does not allege any specific terms which were violated by Cross- Defendant’s failure to report partial payments to credit bureaus or to charge late fees. In opposition, Cross-Complainant argues that the claim is sufficiently pled, but does not reference specific contractual terms that were violated. Plaintiff further argues that the contract is void or voidable. However, the CC contains no allegations that the contract was void or voidable as a matter of law.

A breach of contract claim must plead facts sufficient to demonstrate the violation of some material term of the contract. (See, e.g., Levy v. State Farm Mut. Auto. Ins. Co. (2007) 150 Cal.App.4th 1, 5 [breach of contract must be pleaded with factual specificity which affirmatively demonstrates breach of a material contract term].) While Cross- Complainant alleges that Cross-Defendant breached the contract by failing to report and charging late fees, neither the CC, nor Cross-Complainant’s opposition point to specific contract terms which were violated. Nor has the Court found such terms in the contract attached to the Complaint.

Accordingly, Cross-Defendant’s demurrer is SUSTAINED as to this cause of action, with leave to amend.

Second Cause of Action for Fraud

Cross-Defendant argues that the CC does not allege fraud with sufficient particularity. Cross-Complainant argues in opposition that he has pled the elements of a claim for fraud.

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV001392: EBF HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY vs JMGJ GROUP INC., A CALIFORNIA CORPORATION, et al. 01/14/2026 Hearing on Demurrer to the Cross-Complaint in Department 25

Fraud-based causes of action must be pleaded with particularity. (Lazar v. Superior Court (Rykoff-Sexton, Inc.) (1996) 12 Cal.4th 631, 645.) To state a cause of action for fraud, Plaintiff is required to plead facts showing “(a) misrepresentation; (b) knowledge of falsity; (c) intent to defraud, i.e., to induce reliance; (d) justifiable reliance; and (e) resulting damage.” (Id. at 638.) “[T]he particularity requirement necessitates pleading facts which 'show how, when, where, to whom, and by what means' the representations were tendered.” (Stansfield v. Starkey (1990) 220 Cal.App.3d. 59, 73.)

The CC alleges that “At the time of the making of the agreement Cross-Defendant made verbal assurances to Cross-Complainant that Cross-Defendant would not charge late payment penalty fees.” (CC, p. 5.)

The Court finds that Cross-Complainant has not sufficiently alleged fraud. The CC does not provide facts showing knowledge of falsity at the time the alleged misrepresentations were made nor an intent to defraud.

Cross-Defendant’s demurrer is SUSTAINED on this ground, with leave to amend.

Third Cause of Action for Intentional Tort

Cross-Defendant argues that Cross-Complainant has not sufficiently alleged his cause of action for intentional tort, as this cause of action is premised on civil conspiracy, which is not properly alleged. Specifically, Cross-Defendant argues that Cross- Complainant failed to allege that two separate individuals took part in the conspiracy, which is required to state a cause of action for civil conspiracy. Plaintiff opposes, arguing simply that the claim is sufficiently alleged, but does not respond to Cross- Defendant’s argument that the CC does not allege that two parties took part in the alleged conspiracy.

The Court construes Plaintiff’s failure to substantively oppose this ground for demurrer as a concession on the merits. (D.I. Chadbourne, Inc. v. Superior Court (1964) 60 Cal.2d 723, 728, fn. 4 [where nonmoving party fails to oppose a ground for a motion “it is assumed that [nonmoving party] concedes” that ground].)

Accordingly, the demurrer is SUSTAINED as to this cause of action, with leave to amend.

Disposition

Cross-Defendant’s demurrer is SUSTAINED, with leave to amend.

Cross-Complainant may file and serve an amended cross-complaint no later than

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV001392: EBF HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY vs JMGJ GROUP INC., A CALIFORNIA CORPORATION, et al. 01/14/2026 Hearing on Demurrer to the Cross-Complaint in Department 25

February 18, 2026. Although not required by statute or court rule, Cross-Complainant is directed to present the clerk a copy of this ruling at the time of filing the First Amended Cross-Complaint. Cross-Defendant may file and serve a response within 30 days of service of the First Amended Cross-Complaint, 35 days if served by mail.

The minute order is effective immediately. No formal order pursuant to California Rules of Court, rule 3.1312 or further notice is required.