JSMPG LLC v. Qu

Demurrers by Berkay and Nalan

6th cause of action: Plaintiff fails to adequately plead actual disruption of the contractual relationship and damages resulting from Defendants’ conduct. Instead, Plaintiff merely alleges “potential” disruption an d “potential damages. (Quelimane Co. v. Stewart Title Guaranty Co. (1998) 19 Cal.4th 26, 55 [elements]; see also Compl. ¶¶ 150-152.) As such, the demurrers are SUSTAINED as to this cause of action with 20 days’ leave to amend.

8th cause of action: The demurrers are SUSTAINED as to this cause of action for the same reasons Deniz’s demurrer is SUSTAINED. 20 days’ leave to amend is granted.

9th, 10th, 12th causes of action: The demurrers are OVERRULED as to these causes of action for the same reasons Deniz’s demurrer is OVERRULED.

Counsel for Defendants shall give notice of this ruling.

13. JSMPG LLC v. Qu 25-1423928 Defendant Shen Qu‘s (“Defendant”) Motion for Judgment on the Pleadings (“Motion”) regarding plaintiff JSMPG, LLC’s (“Plaintiff”) First Amended Complaint (“FAC”) is GRANTED.

Defendant moves for judgment on the pleadings as to the first two causes of action (“COA”) in the FAC based upon failure to state sufficient facts. (Civ. Proc. Code § 438.) “A motion for judgment on the pleadings is akin to a general demurrer; it tests the sufficiency of the complaint to state a cause of action. [Citation omitted.] The court must assume the truth of all factual allegations in the complaint, along with matters subject to judicial notice.” (Wise v. Pac. Gas & Elec. Co. (2005) 132 Cal. App. 4th 725, 738, as modified (Sept. 19, 2005).)

1) COA No. 1 – 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 attached Shareholder Universal Settlement Agreement (“Agreement”) to the FAC at Ex. A. The Agreement was entered between Plaintiff and one Open Corner LLC (“OCLLC”), which appears to have been signed by Defendant in his capacity as a member of OCLLC. The Agreement only states that all assets and liabilities of two different non-party companies, Birchhill Inc and Apure Pharma LLC,

would be transferred to Plaintiff and that OCLLC would transfer its 22% equity in Birchhill Inc to Plaintiff. (FAC, Ex. A § 6.) The Agreement states it constitutes the entire agreement between the parties with respect to the subject matter and supersedes all other agreements/understandings. (FAC, Ex. A § 12.) The Agreement requires disputes to be settled in arbitration through the AAA in Delaware and that both Plaintiff and OCLLC are Delaware entities. (FAC, Ex. A § 11.)

Defendant is not a party to the Agreement. Although Plaintiff states, simply, that Defendant is liable under the alter ego theory and that he is the sole owner of OCLLC (FAC ¶¶ 3, 13), this is not sufficient to support alter ego liability on a contract. (Norins Realty Co. v. Consol. Abstract & Title Guar. Co. (1947) 80 Cal. App. 2d 879, 883.) As to the requirements under the Agreement, there is nothing in the Agreement regarding any equipment personally owned by Defendant, any wiring/manuals/activation codes personally owned by Defendant, payments made to Defendant, anything Defendant himself was required to transfer or do with regard to Plaintiff, or anything Defendant was to receive from Plaintiff.

There is nothing in the Agreement requiring Defendant to provide “corrected wiring,” that Defendant personally ensure the equipment would operate immediately and fully upon execution of the Agreement, or that Defendant personally warranted Apure would be “turnkey.” (FAC ¶¶ 9, 14-15, 17, 19, 24.)

As 1) the alter ego allegations are not sufficient; 2) the contract was between OCLLC and Plaintiff, and not Defendant and Plaintiff; and 3) nothing in the Agreement required Defendant to personally perform any action alleged in the FAC, the Motion is GRANTED with one final leave to amend as to this COA.

2) COA No. 2 – Breach of Implied Covenant of Good Faith and Fair Dealing

“There is no obligation to deal fairly or in good faith absent an existing contract. [Citation.] If there exists a contractual relationship between the parties. . . the implied covenant is limited to assuring compliance with the express terms of the contract, and cannot be extended to create obligations not contemplated in the contract.” (Racine & Laramie, Ltd. v. Dep’t of Parks & Recreation (1992)11 Cal. App. 4th 1026, 1032.) “If the allegations do not go beyond the statement of a mere contract breach and, relying on the same alleged acts, simply seek the same damages or other relief already claimed in a companion contract cause of action, they may be disregarded as superfluous as no additional claim is actually stated.

Thus, absent those limited cases where a breach of a consensual contract term is not claimed or alleged, the only justification for asserting a separate cause of action for breach of the implied covenant is to obtain a tort recovery.”

(Careau & Co. v. Sec. Pac. Bus. Credit, Inc. (1990) 222 Cal. App. 3d 1371, 1395.)

This COA requires there to be a contract between the parties. As noted, Defendant did not sign the Agreement on his own behalf, Plaintiff has not identified any other contract to which Defendant is a party to with Plaintiff, and Plaintiff has not sufficiently pled alter ego liability to potentially hold Defendant liable under the Agreement.

The Motion is GRANTED with one final leave to amend as to this COA.

Defendant to give notice.

14. Day v. Ghermezian 24-1372117 Before the Court is the Motion for Summary Judgment, or in the Alternative, for Summary Adjudication, filed on 1/12/26 by Defendants Raymond Ghermezian and Raymond Ghermezian, APLC (“Defendants”).

The Motion for Summary Judgment is DENIED, along with Issue 7 in the Motion for Summary Adjudication, as Defendants have not shown that the Fifth Cause of Action presents an inappropriate basis for Declaratory Relief. However, the Motion for Summary Adjudication of Issues is GRANTED as to Issues 1, 3, 5, 6, and 8, which renders Issues 2 and 4 moot.

For the First and Third Causes of Action, Defendants have presented evidence to demonstrate that Plaintiff Margo Day (“Plaintiff”) canno t establish causation and damages for either claim. (UF 1- 14.) Defendants have also shown that they could not have just disbursed disputed funds without resolving the lien claims. (Sanford v. Rasnick (2016) 246 Cal.App.4th 1121, 1131.)

Plaintiff has failed to identify any triable issue of material fact in response. Plaintiff asserts that Defendants failed to timely pay the Medicare lien, but Plaintiff has presented no evidence to show that she authorized them to do so. (UF 9-12.) Plaintiff asserts that Defendants did not timely distribute settlement proceeds but has failed to present evidence sufficient to show a triable issue of fact as to whether that is so, or why the sum later distributed to her was deficient. Nor has Plaintiff presented evidence to show that she would have recovered anything more in the underlying action if the liens and other costs that she has objected to here had not been incurred. (UF 1-14.) The Moti on is therefore GRANTED on Issues 1 and 5, which moots Issues 2 and 4.

For the Second Cause of Action, Defendants have presented evidence to show that what has been alleged is not sufficient to state a claim for extortion. In response, Plaintiff has not presented evidence to demonstrate that Defendants threatened to withhold money indisputably owed, or failed to pay the Medicare lien once authorized to do so. (UF 1-12.) The Motion is therefore GRANTED on Issue 3.