Jianan International USA Holdings, Inc. v. USS Cal Builders, Inc.

submit their claims to arbitration in accordance with the terms of the arbitration agreement.

The case management conference is VACATED.

This matter is STAYED pending completion of the arbitration proceedings or until further order of the court. (Code Civ. Proc. §1281.4.) A status conference re: Status of ADR proceedings is set for January 22, 2027 at 9:00 a.m. in this department. Five days before the status conference, the parties are ordered to submit a joint statement describing the status of the arbitration.

Defendants shall provide notice of this ruling.

53. Fernandez v. Plaintiff/Cross-Defendant Virginia Fernandez’s Demurrer to the FCI Lender First Amended Cross-Complaint is STRICKEN as untimely. Services, The First Amended Cross-Complaint was filed and served on Inc. 10/20/25. (ROA 417.) Cross-Defendant did not file this 2024- demurrer until 3/12/26. Therefore, it is untimely as it was not 01374564 filed within 30 days of the challenged pleading. (Code Civ. Proc., § 430.40(a).)

The case management conference is continued to October 12, 2026 at 9:00 a.m. in Department C28.

Cross-defendant shall file an answer within 10 days.

Defoort shall give notice of this ruling.

54. Jianan Cross-defendant Jianan International USA Holdings, Inc.’s International demurrer to USS Cal Builders, Inc.’s Cross-complaint is USA OVERRULED. (Code Civ. Proc., § 430.10, subd. (e).) Holdings, Moving party shall file an Answer to the Cross-complaint Inc. v. USS within 10 days. Cal Builders, Inc. 1st cause of action: breach of contract. 2025- This cause of action states sufficient facts. (Oasis West 01506043 Realty, LLC v. Goldman (2011) 51 Cal.4th 811, 821 [elements]; Cross-complaint, ¶¶ 14, 17-19, Ex. 1 [existence of Subscription Agreement and terms], 16 [performance], 21, 24 [breach], 26 [proximately caused damages].)

While moving party contends that the term “assist” in §§ 10.2, 10.4, and 11.2 of the Subscription Agreement is too vague to be enforceable, this cannot be determined on demurrer, particularly as the “assistance” is tied to specific criteria and benchmarks. (See Tiffany Builders, LLC v. Delrahim (2023) 97 Cal.App.5th 536, 544–545 [interpretation of indefinite contract terms].) Further, the alleged breaches are not limited to “assistance.” (Cross-complaint, ¶ 19, [alleging

moving party breached § 10.5(a) of the Subscription Agreement (Ex. 1), requiring moving party to appoint two “qualified employees ... to participate in the Company's marketing operations in full-time and assist in the Company sales growth and profit margin growth” (emphasis added), by providing only one unqualified employee who “was unable to meaningfully participate in marketing or sales activities in the United States;” see also PH II, Inc. v. Superior Court (1995) 33 Cal.App.4th 1680, 1682 [“demurrer does not lie to a portion of a cause of action”]; Quelimane Co., Inc. v. Stewart Title Guar. Co. (1998) 19 Cal.4th 26, 38-39 [a complaint is good against a general demurrer so long as it states a valid cause of action under any theory].)

Finally, any statute of limitations issue does not “clearly and affirmatively appear on the face of the complaint; it is not enough that the complaint shows that the action may be barred.” (Geneva Towers Ltd. Partnership v. City of San Francisco (2003) 29 Cal.4th 769, 781; emphasis added; internal citation omitted.)

2nd cause of action: fraud; 4th cause of action: negligent misrepresentation.

These causes of action state sufficient facts. (Lazar v. Superior Court (1996) 12 Cal.4th 631, 638 [intentional misrepresentation elements], 645 [specific pleading required]; Small v. Fritz Companies, Inc. (2003) 30 Cal.4th 167, 173- 174 [negligent misrepresentation elements], 184 [specific pleading required]; Cross-complaint, ¶¶ 11-13, 28, 46 [alleging that during negotiations in 2017 and 2018, and prior to the execution of the Subscription Agreement on 11-23-18, Liu Haoxue, aka “Mr. Leo,” the Vice President of MP’s parent company, “repeatedly told USS Cal Builders’ president, Allen Othman, that Zhongqing Jianan – and, by extension, Jianan – were very well connected with Chinese developers and that USS Cal Builders would get new clients and new construction contracts if USS Cal Builders partnered with Zhongqing Jianan Construction Group via its U.S. subsidiary, Jianan”], 29-31, 48 [falsity, scienter, reliance], 50 [reliance], 32, 51 [proximately caused damages].)

Moving party contends these claims fail because (1) the alleged misrepresentation that it was “very well connected with Chinese developers” is not false, “as that assertion is both true and known to be true by USS Cal (and anyone who performs an internet search for Zhongqing Jianan Group);” and (2) the alleged misrepresentation that cross-complainant “would get new clients and new construction contracts” is an inactionable opinion regarding future events. (Demurrer at

5:24-6:10, and FN 3.) This argument fails. Even if moving party is correct that the representation regarding future events is insufficient, which is not apparent from the face of the pleading, the Cross-complaint alleges that both representations are false (¶¶ 29, 31), which allegation the court must accept as true. (Del E. Webb Corp. v. Structural Materials Co. (1981) 123 Cal.App.3d 593, 604 [for purposes of demurrer, the allegations of the challenged pleading must be accepted as true].)

Further, like the first cause of action, any timeliness defect is not “clearly and affirmatively” shown on the face of the Cross- complaint. (Geneva Towers Ltd. Partnership v. City of San Francisco, supra at 781.)

3rd cause of action: false promise.

This cause of action states sufficient facts. (CACI 1902 [elements]; Cross-complaint, ¶¶ 17-19, 36, 37 [false promises in Subscription Agreement], 38, 39 [scienter], 41 [lack of awareness, reliance], 42 [proximately caused damages].) Moving party’s arguments as to this cause of action fail for the same reasons as discussed above.

The case management conference is continued to October 12, 2026 at 9:00 a.m. in Department C28.

Cross-complainant shall give notice of this ruling.

55. Berentis v. Attorney Arthur Petrousian’s motion to be relieved as attorney Seybert of record for plaintiff Jayson Berentis is GRANTED.

2024- The order shall become effective upon the filing of the proof of 01430186 service of the executed order.

Moving counsel Petrousian shall give notice of this ruling.

56. Njeri v. Defendant Tesla, Inc.’s motion to compel arbitration is Tesla, Inc. GRANTED. (See Code Civ. Proc., § 1281.2.)

2025- Plaintiff Irene Njeri is ORDERED to arbitrate her claims against 01491391 defendant in accordance with the terms of the arbitration provision in the parties’ Motor Vehicle Order Agreement (MVOA). (See Kim Decl. at Ex. 1 [MVOA]; Sanders Decl. at Ex. 1 [same].)

Defendant has met its burden to demonstrate the existence of an agreement to arbitrate the controversy. (See Ramirez v. Golden Queen Mining Co., LLC (2024) 102 Cal.App.5th 821, 830-832 [three-step burden shifting process]; Iyere v. Wise Auto Group (2023) 87 Cal.App.5th 747, 755 [same]; see also Kim Decl. ¶¶ 2-7, Ex. 1 [MVOA].) Plaintiff has not challenged