Plaintiff Jeremy Taylor (Plaintiff), a longtime teacher at Oakland School for the Arts, alleges that he was wrongfully terminated based on decades-old sexual misconduct allegations made by a former student. He brings this action against Defendant Oppenheimer Investigations Group (Defendant or OIG) for alleging conducting a fundamentally flawed impartial investigation.

Plaintiff was employed by Oakland School of the Arts (OSA) beginning in 2003. (Compl. ¶ 16.) The Complaint alleges that in September 2021, a complaint was filed with the Oakland Police Department that arose from Jane Does allegations of sexual misconduct by Plaintiff while Doe was a student at OSA in 2004-2005. (Compl. ¶¶ 1, 31.) OSA was informed of the complaint and suspended Plaintiff in January 2022, pending an investigation of Does allegations. (Compl. ¶ 31.) OSA entered into a contract with Defendant to conduct an impartial investigation of, inter alia, the allegations of sexual misconduct by Doe. (Compl. ¶¶ 2, 50.)

The Complaint alleges that in February 2022, OIG provided its investigatory findings to OSA. (Compl. ¶ 93.) OSA relied on such findings when it thereafter terminated Plaintiffs employment. (Id.) On January 30, 2026, Plaintiff filed this action against Defendant, alleging causes of action for breach of contract and breach of the covenant of good faith and fair dealing as a third-party beneficiary against Defendant. Plaintiff alleges that the contract between OSA and OIG was for Plaintiffs benefit. (Compl. ¶¶ 48, 51.)

OIG demurs to the Complaint for failure to state facts sufficient to constitute a cause of action.

LEGAL STANDARD

A demurrer tests the legal sufficiency of factual allegations in a complaint. (Title Ins. Co. v. Comerica Bank-California (1994) 27 Cal.App.4th 800, 807

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.) A plaintiff must plead facts as are necessary to acquaint a defendant with the nature, source and extent of her claims to provide defendant with notice of the issues sufficient to enable preparation of a defense. (

.) A court should not sustain a general demurrer unless

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA 26CV167828: TAYLOR vs OPPENHEIMER INVESTIGATIONS GROUP, LLP 06/04/2026 Hearing on Demurrer to Plaintiff's Complaint; filed by Oppenheimer Investigations Group, LLP (Defendant) CRS# 888233840883 in Department 517 the complaint liberally construed fails to state a cause of action on any theory. (Kramer v. Intuit Inc. (2004) 121 Cal.App.4th 574, 578.) On a demurrer, the court accepts the truth of material facts properly pleaded in the operative complaint, but not contentions, deductions, or conclusions of fact or law. (Hacker v. Homeward Residential, Inc. (2018) 26 Cal.App.5th 270, 276.) Facts alleged in the pleading are deemed to be true, however improbable they may be. (Id. at p. 280, citations omitted.)

REQUEST FOR JUDICIAL NOTICE

Defendants Request for Judicial Notice is GRANTED IN PART.

As to Exhibits A, B, D, and E, notice is GRANTED. (Evid. Code § 451.)

As to Exhibit C, notice is taken of the existence of the Complaint in Alameda County Superior Court Case No. 22CV023046, and not the truth of factual matters asserted in the documents. (People v. Franklin (2016) 63 Cal. 4th 261, 280.)

As to Exhibit F, judicial notice of the contract between OIG and OSA is GRANTED. (Save Lafayette Trees v. City of Lafayette (2019) 32 Cal.App.5th 148, 153, fn. 2.) However, the proper interpretation of the contract is not subject to judicial notice if those matters are reasonably disputable. (Chacon v. Union Pacific Railroad (2020) 56 Cal.App.5th 565, 573.)

OIG contends that Plaintiff cannot establish that he was a third-party beneficiary of the contract between OIG and OSA as required to support his claims of breach of contract and breach of the covenant of good faith and fair dealing.

To determine whether a contract was made for the benefit of a third person, the court must determine whether such an intent appears from the terms of the contract. (Prouty v. Gores Technology Group. (2004) 121 Cal.App.4th 1225, 1232.) Generally, it is a question of fact as to whether a particular third person is an intended beneficiary of a contract. (Id. at p. 1233.) Nonetheless, as standing is a threshold element required to state a cause of action, lack of standing is appropriately raised by demurrer. (Robinson v. Southern Counties Oil Co. (2020) 53 Cal.App.5th 476, 481.) As such, the Court may determine whether the contract may be reasonably interpreted to confer standing on Plaintiff as a third-party beneficiary of the contract.

Here, Plaintiff alleges that he was a third-party beneficiary of the contract. (Compl. ¶¶ 2, 7, 12- 13, 44, 48, fn. 2, 51, 117, 123-124.) Plaintiff alleges that the contract did not disclaim rights of third-party beneficiaries. (Compl. ¶¶ 52-53.) The contract is not attached to the Complaint, nor does the Complaint state its terms. However, OIG seeks judicial notice of the contract in support of its moving papers.

Although Plaintiff alleges that he was an intended third-party beneficiary, Plaintiff fails to identify any term(s) of the contract which could reasonably support such an interpretation. Nor does Plaintiff establish that he is a member of a class of persons for whose benefit the contract was made. (Spinks v. Equity Residential Briarwood Apartments (2009) 171 Cal.App.4th 1004, 1023 (Spinks).) As such, Plaintiffs interpretation of the contract is not reasonably susceptible to establish Plaintiffs standing as a third-party beneficiary who may enforce the terms of the contract.

Plaintiff contends that there is an interrelationship between the contract between OIG and OSA, and Plaintiffs employment contract with OSA, such that the employment contract provides necessary context that supports his standing as a third-party beneficiary of the OIG/OSA contract. While the employment contract which is not part of the record presently before the Court may be relevant to understand the parties relationship, the employment contract does not establish Plaintiffs status as a third-party beneficiary to the contract between OIG and OSA. (Spinks at p. 1026 [relevance of employment agreement has no bearing on [plaintiffs] status as a third party beneficiary of the lease [agreement between defendant and plaintiffs employer].)

Moreover, Defendant contends that Plaintiff fails to plead the requisite elements for his claim for breach of contract, particularly, breach and damages. While Plaintiff contends that Defendant was biased and thus failed to conduct an impartial investigation pursuant to the contract, Plaintiff does not identify any specific terms of the contract that Defendant allegedly breached.

Plaintiff further alleges reputational, employment-related, and other consequential damages as a result of Defendants purported breach. (Compl. ¶¶ 1, 7, 42, 111.) Defendant contends that such damages are not actually tethered to any alleged breach by OIG; rather, the damages arose from OSAs independent employment decisions and underlying accusations made by third parties. A third-party beneficiary may not obtain a greater recovery than that which would have been available to the promise. (Spinks at p. 1024.) It appears that Plaintiff seeks damages beyond what would have been available to either OSA for any breach by OIT of the contract.

Pursuant to the foregoing, the demurrer is SUSTAINED for failure to allege facts to constitute a cause of action.

Defendant contends that Plaintiff cannot cure the above-identified defects by amendment. However, on an original complaint, a trial courts denial of leave to amend constitutes an abuse of discretion unless the complaint on its face shows that it is incapable of amendment. (Eghtesad v. State Farm General Insurance Company (2020) 51 Cal.App.5th 406, 411-412.) As such, the Court grants Plaintiff leave to amend.

Defendants demurrer is SUSTAINED WITH LEAVE TO AMEND. If Plaintiff can do so in

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