CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM, A PART OF CALIFORNIA’S GOVERNMENT OPERATIONS AGENCY vs DPR CONSTRUCTION, A GENERAL PARTNERSHIP, A CALIFORNIA GENERAL PARTNERSHIP, et al.

24CV013090: CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM, A PART OF CALIFORNIA'S GOVERNMENT OPERATIONS AGENCY vs DPR CONSTRUCTION, A GENERAL PARTNERSHIP, A CALIFORNIA GENERAL PARTNERSHIP, et al. 04/23/2026 Hearing on Demurrer (CalSTRS) in Department 8B

Tentative Ruling

***NOTICE: EFFECTIVE APRIL 13, 2026, THIS DEPARTMENT HAS MOVED TO THE TANI G. CANTIL-SAKAUYE COURTHOUSE LOCATED AT 500 G. ST. SACRAMENTO, CA. ALL MOTIONS NOTICED FOR DEPARTMENT 22 WILL BE HEARD IN DEPARTMENT 8B OF THE NEW COURTHOUSE. ALL PAPERS FOR THIS DEPARTMENT MUST BE FILED AT THIS NEW LOCATION. ALL HEARINGS WILL TAKE PLACE AT THIS NEW LOCATION.***

On December 24, 2025, Defendant and Cross-Plaintiff DPR Construction, A General Partnership (“DPR GP”) filed a Second Amended Cross Complaint (“SACC”). A dispute arose regarding whether DPR GP exceeded the scope of the Court’s October 17, 2025 order granting it leave to amend the First Amended Cross Complaint (“FACC”). In the interests of judicial economy and efficiency, the Parties agreed to schedule a hearing on DPR GP’s motion for leave to amend the FACC to occur concurrently with the hearing on Plaintiff and Cross Defendant California State Teachers’ Retirement System’s (“CalSTRS”) demurrer to DPR GP’s SACC.

CalSTRS demurs on the grounds that the First Cause of Action for breach of contract, the Second Cause of Action for breach of covenant of good faith and fair dealing, Fifth Cause of Action for violation of the prompt payment statutes, and Eighth Cause of Action for declaratory relief fail to state facts sufficient to constitute a cause of action. (Demurrer Notice.) CalSTRS also demurrers to the Fifth Cause of Action for violation of the prompt payment statutes on the grounds that it is ambiguous and uncertain. (Ibid.)[1]

Concurrently, CalSTRS moves to strike paragraphs 27-38, 39, 40, 41, 44, 46-51, 53, 55, 60, 114- 117, 121-123, 128, 132-133, 142-153, 177, 187, 192, 198-199, 201-205, 208, and 211-213 on various grounds. (MTS Notice.)

The Court addresses DPR GP’s motion for leave to amend, as well as CalSTRS’s demurrer and motion to strike in this single Tentative Ruling.[2]

Background

On January 27, 2025, DPR GP filed a Cross-Complaint against CalSTRS alleging causes of action for breach of contract, breach of covenant of good faith and fair dealing, violation of the prompt payment statutes, and seeking declaratory relief. (Cross-Complaint.) On March 19, 2025, DPR GP filed the FACC adding Cross-Defendants Ridge Capital, Inc. and California Firestop Inspections LLC, and causes of action for professional negligence, statutes, equitable indemnity, contribution, and declaratory relief regarding Ridge’s duty of care. (FACC.)

24CV013090: CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM, A PART OF CALIFORNIA'S GOVERNMENT OPERATIONS AGENCY vs DPR CONSTRUCTION, A GENERAL PARTNERSHIP, A CALIFORNIA GENERAL PARTNERSHIP, et al. 04/23/2026 Hearing on Demurrer (CalSTRS) in Department 8B

On October 17, 2025, the Court sustained, in part, CalSTRS’s and Ridge’s respective demurrers to DPR GP’s FACC and granted leave to amend regarding (1) DPR GP’s fictitious business name statement, (2) DPR GP’s Fifth Cause of Action as to CalSTRS, and (3) DPR GP’s Third, Fourth, Sixth, Seventh, and Ninth Causes of Action as to Ridge. (10-17-25 Minute Orders.)

On December 24, 2025, DPR GP filed a SACC. The SACC dropped California Firestop Inspections LLC as a Cross-Defendant and asserts the following causes of action: (1) breach of contract; (2) breach of covenant of good faith and fair dealing; (3) professional negligence; (4) negligence; (5) violation of prompt payment statutes; (6) equitable indemnity; (7) contribution; (8) declaratory relief; (9) declaratory relief; (10) breach of warranty of authority; (11) negligent misrepresentation; (12) civil conspiracy; and (13) intentional interference with contract. (SACC.)

Request for Judicial Notice

In support of its demurrer, CalSTRS requests the Court take judicial notice of the following documents: (1) DPR GP’s SACC (Exh. 1); (2) the Court’s June 27, 2025 Amended Minute Order regarding the cross motions for summary adjudication regarding licensure (Exh. 2); (3) the Court’s October 17, 2025 Minute Order regarding CalSTRS’s demurrer to DPR GP’s FACC (Exh. 3); and (4) CalSTRS’s February 27, 2025 memorandum of points and authorities in support of CalSTRS’s demurrer to DPR GP’s cross-complaint. (CalSTRS’s Demurrer RJN.)

In support of its motion to strike, CalSTRS requests the Court take judicial notice of (1) the Court’s October 17, 2025 Minute Order (Exh. 1); and (2) the Court’s February 28, 2025 Minute Order regarding DPR GP’s motion to dismiss. (CalSTRS’s MTS RJN.

In support of its opposition to CalSTRS’s demurrer, DPR GP requests the Court take judicial notice of the following documents: (1) CalSTRS’s July 30, 2025 memorandum of points and authorities in support of CalSTRS’s demurrer to DPR GP’s FACC (Exh. A); (2) DPR GP’s SACC (Exh. B); and (3) DPR GP’s October 3, 2024 Government Code claim (Exh. C). (DPR GP’s Demurrer RJN.)

In support of its opposition to CalSTRS’s motion to strike, DPR GP requests the Court take judicial notice of the Court’s October 17, 2025 orders (Exhs. A and B); and the SACC (Exh. C). (DPR GP’s MTS RJN.)

The Parties’ requests are UNOPPOSED and GRANTED.

The Court notes that, in support of CalSTRS’s motion to strike, Mr. Thiel also relies on a copy of

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV013090: CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM, A PART OF CALIFORNIA'S GOVERNMENT OPERATIONS AGENCY vs DPR CONSTRUCTION, A GENERAL PARTNERSHIP, A CALIFORNIA GENERAL PARTNERSHIP, et al. 04/23/2026 Hearing on Demurrer (CalSTRS) in Department 8B

excerpts from Payment Application No. 67, which is attached to his declaration as Exhibit A. (Thiel Decl. ISO MTS, ¶ 4.) Mr. Thiel does not ask the Court to take judicial notice of these materials, but asserts that the Court previously took juridical notice of these materials on March 14, 2025. (Ibid.; see 3-14-25 Minute Order regarding subcontractors’ demurrer.)

Meet and Confer

CCP section 430.41(a) provides, “[b]efore filing a demurrer pursuant to this chapter, the demurring party shall meet and confer in person or by telephone with the party who filed the pleading that is subject to demurrer for the purpose of determining whether an agreement can be reached that would resolve the objections to be raised in the demurrer. If an amended complaint, cross-complaint, or answer is filed, the responding party shall meet and confer again with the party who filed the amended pleading before filing a demurrer to the amended pleading.”

Here, moving counsel adequately establishes that the Parties met and conferred regarding the alleged pleading deficiencies in DPR GP’s cross-complaint and were unable to reach any agreement that would resolve CalSTRS’ objections and otherwise avoid filing the instant demurrer. (Thiel Decl. ISO Demurrer, ¶ 6; Thiel Decl. ISO MTS, ¶ 5.)

Leave to Amend

1.

Legal Standard

Under Code of Civil Procedure (“CCP”) section 473, subdivision (a)(1), the Court may, in furtherance of justice, and on any terms as may be proper, allow a party to amend any pleading or proceeding. As judicial policy favors resolution of all disputed matters in the same lawsuit, courts liberally permit amendments of the pleadings. (Nestle v. Santa Monica (1973) 6 Cal.3d 920, 939.) Denial is rarely justified. “If the motion to amend is timely made and the granting of the motion will not prejudice the opposing party, it is error to refuse permission to amend and where the refusal also results in a party being deprived of the right to assert a meritorious cause of action or a meritorious defense, it is not only error but an abuse of discretion.” (Morgan v.

Superior Court (1959) 172 Cal.App.2d 527, 530; see also Weil & Brown, Cal. Practice Guide: Civil Procedure Before Trial (The Rutter Group, 2025) ¶ 6:639.) As long as no prejudice to defendant is shown, the liberal policy regarding the amendment prevails. (Mesler v. Bragg Mgt. Co. (1985) 39 Cal.3d 290, 297.)

A court may exercise its discretion to deny an amendment that fails to state facts sufficient to constitute a cause of action or defense or that serves no useful purpose. (California Casualty Gen. Ins. Co. v. Superior Court (1985) 173 Cal.App.3d 274, 280; Maple Properties v. Harris

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV013090: CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM, A PART OF CALIFORNIA'S GOVERNMENT OPERATIONS AGENCY vs DPR CONSTRUCTION, A GENERAL PARTNERSHIP, A CALIFORNIA GENERAL PARTNERSHIP, et al. 04/23/2026 Hearing on Demurrer (CalSTRS) in Department 8B

(1984) 158 Cal.App.3d 997, 1012.) However, judges ordinarily do not consider the validity of the proposed amended pleading in deciding whether to grant leave to amend. After leave to amend is granted, the opposing party will have the opportunity to attack the validity of the amended pleading. (Weil & Brown, Cal. Practice Guide: Civil Procedure Before Trial (The Rutter Group, 2025) ¶ 6:644, citing Kittredge Sports Co. v. Sup.Ct. (Marker, U.S.A.) (1989) 213 Cal.App.3d 1045, 1048; Atkinson v. Elk Corp. (2003) 109 Cal.App.4th 739, 760 [“the better course of action would have been to allow [plaintiff] to amend the complaint and then let the parties test its legal sufficiency in other appropriate proceedings”].)

2.

Analysis

DPR GP seeks, albeit retroactively, leave to amend its FACC to assert additional facts learned via discovery in October 2025, as well as new causes of action against Ridge. DPR GP contends that the newly alleged factual allegations were authorized by the Court’s order granting leave to amend following the demurrers to the FACC. (Mot., p. 7:21-28.) The bulk of the new factual allegations are paragraphs 32 to 109 of the SACC. (See Merrell Decl., ¶¶ 3, 5; Exh 1.)

CalSTRS opposes, arguing that DPR GP exceeded the scope of permissible amendment and asks this Court to deny leave to amend as to paragraphs 39, 40, 41, 44, 46, 47, 48, 49, 50, 53, 114 (subparagraphs l and m), 121 (subparagraphs h and i), 128, 130, 132, 187, 188, 199, and 200 of the SACC. (CalSTRS’s Opp., p. 3:18-23.) CalSTRS further argues that these allegations are “counterproductive and legally irrelevant to DPR’s claims against CalSTRS as pled.” (Id., p. 3:23-25.) CalSTRS further contends that the allegations do not serve any useful purpose (id., pp. 4:1-5:2), would violate the litigation privilege (id., p. 5:3-24), and would infringe on CalSTRS’s constitutional rights (id., pp. 5:25-6:19.)

Finally, CalSTRS contends that the proposed amendments would require CalSTRS to file compulsory cross-complaints, conduct additional discovery, and engage in additional motion practice. (Id., pp. 6:20-7:16.)

As a threshold matter, as the instant motion was specifically contemplated to address the appropriateness of any amendments beyond the scope permitted by the Court’s order sustaining CalSTRS’s and Ridge’s demurrers to the FACC, the Court declines to deny leave to amend on the ground that new allegations are beyond the scope of the Court’s order.

Useful Purpose and Litigation Privilege

To the extent CalSTRS’s challenges the legal sufficiency of the new allegations, including that they serve no useful purpose and violate the litigation privilege, the Court exercises its discretion to address these issues through CalSTRS’s demurrer, as set forth below.

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV013090: CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM, A PART OF CALIFORNIA'S GOVERNMENT OPERATIONS AGENCY vs DPR CONSTRUCTION, A GENERAL PARTNERSHIP, A CALIFORNIA GENERAL PARTNERSHIP, et al. 04/23/2026 Hearing on Demurrer (CalSTRS) in Department 8B

Constitutional Rights

CalSTRS asserts that the new allegations infringe on CalSTRS’s constitutional rights of freedom of speech and petition for the redress of grievances. (CalSTRS’s Opp., 5:25-6:19.) Throughout this argument, CalSTRS offers no authority supporting denial of leave to amend.

Despite representing to this Court that it intended to file an anti-SLAPP motion and reserving a hearing date, CalSTRS did not do so. Instead, CalSTRS appears to improperly wedge an anti- SLAPP motion into its opposition to DPR GP’s motion seeking leave to amend. While DPR GP provides a limited response (see reply, pp. 5:1-6:8), CalSTRS’s argument is procedurally improper and the Court declines to address it.

Prejudice

Finally, CalSTRS argues that it “would be severely prejudiced by essentially having to litigate and prosecute a new and separate claim against a new party.” (CalSTRS’s Opp., p. 7:6-8.) Without explanation, CalSTRS asserts that the proposed amendment would “require” and “obligate” CalSTRS to file a cross-complaint against Ridge, engage in additional discovery and pretrial motion practice, and prepare for defending against new affirmative claims at trial. (Id., pp. 6:22-7:16.)

The Court is not persuaded that CalSTRS would be prejudiced by the proposed amendments, particularly considering the Court’s contemporaneous ruling on CalSTRS’s demurrer, which strikes the allegations regarding Counsel’s advice to CalSTRS. It is not clear that CalSTRS would be required or obligated to sue Ridge “for breach of their confidentiality obligations to CalSTRS.” (See CalSTRS’s Opp., p. 6:22-24.) The new allegations arise from facts learned at the deposition of Ms. Azevedo. CalSTRS’s Counsel was present at the deposition, and at least from the portions quoted in the SACC, CalSTRS’s Counsel did not object or instruct Ridge not to answer the questions about his instructions.

Moreover, through the extensive case management in this action and the adjudication of several disputes arising from that deposition, the Court is aware that concerns over CalSTRS, Ridge, and the disclosure of confidential and/or privileged information have been present for some time. The risk that CalSTRS and Ridge would take divergent positions has long been a concern. In fact, Ridge even raised due process concerns arising from CalSTRS’s assertions of privilege.

To the extent CalSTRS contends additional discovery on these issues is warranted, it has known about Ms. Azevedo’s testimony since October 2025 and DPR GP’s intent to rely on that testimony to support its claims since December 2025. CalSTRS was free to propound discovery. It apparently did not.

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV013090: CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM, A PART OF CALIFORNIA'S GOVERNMENT OPERATIONS AGENCY vs DPR CONSTRUCTION, A GENERAL PARTNERSHIP, A CALIFORNIA GENERAL PARTNERSHIP, et al. 04/23/2026 Hearing on Demurrer (CalSTRS) in Department 8B

There is no doubt that this is a complicated matter and the Parties are operating on a tight deadline before trial. However, the Court is not persuaded, on the limiting showing made here, that CalSTRS cannot adequately prepare for trial. In any event, the Parties are free to seek a trial continuance or bifurcation should the need arise.

***

For the reasons discussed above, and the reasons set forth in the Court’s order addressing Ridge’s objection to the amendment and Ridge’s demurrer, DPR GP’s motion for leave to amend is GRANTED.

Demurrer

1.

Legal Standard

A defendant may demur to a complaint where the complaint or any cause of action therein “does not state facts sufficient to constitute a cause of action.” (CCP, § 430.10(e).) A demurrer may only challenge defects on the face of the complaint or from matters that are judicially noticeable. (Blank v. Kirwan (1985) 39 Cal.3d 311, 318; Donabedian v. Mercury Ins. Co. (2004) 116 Cal.App.4th 968, 994.) Consideration of extrinsic facts asserted in the memorandum supporting the demurrer is improper. (Ion Equipment Corp. v. Nelson (1980) 110 Cal.App.3d 868, 881.)

The pertinent question on demurrer is whether the plaintiff has alleged facts sufficient to state a cause of action under any possible legal theory. (See Gutkin v. University of Southern California (2002) 101 Cal.App.4th 967, 976.) Moreover, a general demurrer does not lie to only part of a cause of action. (PH II, Inc. v. Superior Court (1995) 33 Cal.App.4th 1680, 1682.) However, “to state a cause of action against a public entity, every fact material to the existence of its statutory liability must be pleaded with particularity.” (Lopez v.

Southern Cal. Rapid Transit Dist. (1985) 40 Cal.3d 780, 795 (quotations and citations omitted) (citing cases); see also Covenant Care, Inc. v. Super. Ct. (2004) 32 Cal.4th 771, 790 [finding “statutory causes of action must be pleaded with particularity.”].) “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, 696-97.) “[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, 733 [citation omitted].) 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

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24CV013090: CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM, A PART OF CALIFORNIA'S GOVERNMENT OPERATIONS AGENCY vs DPR CONSTRUCTION, A GENERAL PARTNERSHIP, A CALIFORNIA GENERAL PARTNERSHIP, et al. 04/23/2026 Hearing on Demurrer (CalSTRS) in Department 8B

Cal.3d 584, 591.) That said, while the Court will “accept as true the properly pleaded allegations of fact in the complaint,” it will not consider “the contentions, deductions or conclusions of fact or law.” (Canton Poultry & Deli, Inc. v. Stockwell, Harris, Widom & Woolverton (2003) 109 Cal.App.4th 1219, 1225.) The complaint will be upheld “so long as it gives notice of the issues sufficient to enable preparation of a defense.” (Doe v. City of Los Angeles (“Doe”) (2007) 42 Cal.4th 531, 549-550.)

2.

Analysis

Fictitious Business Name Statement and Government Claim

CalSTRS contends that DPR GP’s allegations regarding the fictitious business name statement compliance and government claim submission are contradicted by Exhibit 3, which is a copy of the fictitious business name statement and proof of publication. (Demurrer, p. 4:1- 28; SACC, ¶¶ 108-110, Exh. 3.) CalSTRS further asserts that the underlying construction contract (the “Contract”) contradicts DPR GP’s assertion that DPR was not required to submit a claim pursuant to Government Code section 900 (Demurrer, pp. 5:1-6:3), and that Exhibit 3 contradicts DPR GP’s assertion that it fully complied with any statutory prerequisites because the claim was not submitted in the proper name of the claimant insofar as it was submitted on behalf of DPR GP before DPR GP published a fictitious business name statement (id., pp. 6:4-9:6).

Finally, CalSTRS contends that leave to amend should be denied because DPR GP cannot amend its cross-complaint to allege compliance because DPR GP cannot timely present a “fully compliant” claim now. (Id., pp. 9:7-10:4.)

The Court is not persuaded. First, CalSTRS’s arguments regarding claim submission clearly could have been raised in its challenge to DPR GP’s FACC and CalSTRS’s assertions that these defects only become apparent with the filing of the SACC and Exhibit 3 are not well taken. (See Demurrer Reply, pp. 2:21-4:11.)

In the SACC, DPR GP alleges as follows:

108. Unless otherwise excused, DPR has fully complied with any contractual prerequisites and fulfilled any conditions precedent to filing suit against CalSTRS and Ridge.

109. DPR has fully complied with any statutory prerequisites to filing suit against CalSTRS. DPR Construction, Inc., as registrant, filed a fictitious business statement for DPR in compliance with Business and Professions Code section 17900 et seq. A true and

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV013090: CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM, A PART OF CALIFORNIA'S GOVERNMENT OPERATIONS AGENCY vs DPR CONSTRUCTION, A GENERAL PARTNERSHIP, A CALIFORNIA GENERAL PARTNERSHIP, et al. 04/23/2026 Hearing on Demurrer (CalSTRS) in Department 8B

correct copy of the fictitious business statement, along with proof of publication, is attached hereto as Exhibit 3 and is incorporated by reference as if set forth in full herein.

110. Although not required by law or contract, but in the abundance of caution, DPR has submitted claims pursuant to California Government Code Section 900, et seq., to which CalSTRS failed to respond and, thus, such claim has been deemed denied.

(SACC.) These allegations are essentially identical to the allegations in the FACC:

37. Unless otherwise excused, DPR has fully complied with any contractual prerequisites and fulfilled any conditions precedent to filing suit against CalSTRS, Ridge, and CFI.

38. DPR has fully complied with any statutory prerequisites to filing suit against CalSTRS. Although not required by law or contract, but in the abundance of caution, DPR has submitted claims pursuant to California Government Code Section 900, et seq., to which CalSTRS failed to respond and, thus, such claim has been deemed denied.

(FACC.)

“A party demurring to a pleading that has been amended after a demurrer to an earlier version of the pleading was sustained shall not demur to any portion of the amended complaint, crosscomplaint, or answer on grounds that could have been raised by demurrer to the earlier version of the complaint, cross-complaint, or answer.” (CCP, § 430.41(b).) DPR GP consistently alleges that it “fully complied” with the applicable statutory prerequisites to filing suit. It was clear at that time that CalSTRS demurrer to the FACC that DPR GP had not yet filed a fictitious business name statement.[3] And the SACC simply adds an allegation and exhibit addressing the publication of the fictitious business name statement.

DPR GP also consistently alleges that it was not required to submit a government claim. CalSTRS could have raised any issues regarding (1) any inconsistency between DPR GP’s allegations and the claims process outlined in the Agreement or (2) the sufficiency of DPR GP’s government claim at that time.[4] It chose not to do so. It is not proper for CalSTRS to challenge these allegations now. This alone is a sufficient basis to overrule CalSTRS’s demurrer.

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV013090: CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM, A PART OF CALIFORNIA'S GOVERNMENT OPERATIONS AGENCY vs DPR CONSTRUCTION, A GENERAL PARTNERSHIP, A CALIFORNIA GENERAL PARTNERSHIP, et al. 04/23/2026 Hearing on Demurrer (CalSTRS) in Department 8B

Regardless, the Court is not persuaded that Exhibit 3 actually contradicts DPR GP’s general allegations in paragraphs 108-110, and none of the authority cited by CalSTRS supports the assertion that DPR GP’s government claim was defective simply because it was filed before DPR GP filed its fictitious business name statement.

It is true that a government claim must provide the “name, address, and other specified information,” but CalSTRS appears to be reading in a requirement that any claim be submitted in the “proper (legal) name of the claimant.” (See Demurrer, pp. 6:21-7:4; citing City of San Jose v. Superior Court (1974) 12 Cal.3d 447, 455 [addressing the sufficiency in the class action context]; Bozaich v. State of California (1973) 32 Cal.App.3d 688, 697 [addressing purported claim on behalf of others]; Eppstein v. City of Berkeley (1942) 52 Cal.App.2d 395, 397 [addressing failure to include address].) None of these cases involve fictitious business names. Similarly, Business and Professions Code sections 17900(a)(1) and 17918 offer no support related to the sufficiency of a government claim.

In reply, CalSTRS claims that the following additional authorities support its position: Gov. Code, §§ 905.2(b)(3), 910(a), 911.2(a), 912.4(c), 945.4, 7921.000, 7928.801; Bus. & Prof. C. §§ 17900, 17900(b)(2), 17910; Rubenstein v. Doe No. 1 (2017) 3 Cal.5th 903, 906; City of Stockton v. Superior Court (2007) 42 Cal.4th 730, 737-738; State of California v. Superior Court (Bodde) (2004) 32 Cal.4th 1234, 1239; Hand Rehabilitation Center v. Workers’ Comp. Appeals Bd. (1995) 34 Cal.App.4th 1204, 1214; Hydrotech Systems, Ltd. v.

Oasis Waterpark (1991) 52 Cal.3d 988, 1001, fn 8; Wood v. Elling Corp. (1977) 20 Cal.3d 353, 364, fn 8; Farrell v. County of Placer (1944) 23 Cal.2d 624, 630; Roe v. Smith (2025) 116 Cal.App.5th 227, 238; Villareal v. LAD-T, LLC (2022) 84 Cal.App.5th 446, 458; Del Real v. City of Riverside (2002) 95 Cal.App.4th 761, 767; County of San Luis Obispo v. Ranchita Cattle Co. (1971) 16 Cal.App.3d 383, 390; and Johnson v. City of Oakland (1961) 188 Cal.App.2d 181, 183. (Demurrer Reply, pp. 3:20-4:3.)[5] CalSTRS criticizes DPR GP for not engaging with them.

The Court has reviewed these authorities for the propositions for which they are cited. While they set forth some of the generally applicable standards regarding construing allegations, fictitious business name statements, the consequences of not filing a statement, and government claim submissions, including timeliness, none support the leap CalSTRS is making here.

CalSTRS’s demurrer on this ground is OVERRULED.

Compliance with the Fictitious Business Name Statement Requirements

The Court is also not persuaded by CalSTRS’s argument that DPR GP failed to comply with the fictitious business name filing requirements because it only identified its current partners. (See Demurrer, pp. 10:5-11:13.)

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV013090: CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM, A PART OF CALIFORNIA'S GOVERNMENT OPERATIONS AGENCY vs DPR CONSTRUCTION, A GENERAL PARTNERSHIP, A CALIFORNIA GENERAL PARTNERSHIP, et al. 04/23/2026 Hearing on Demurrer (CalSTRS) in Department 8B

Business and Professions Code section 17913(b)(3) provides that “If the registrant is a general partnership, copartnership, joint venture, or limited liability partnership, insert the full name and business mailing address of each general partner if it differs from the business address.” Section 17913(b)(5) requires that the applicant “insert the date on which the registrant first commenced to transact business under the fictitious business name or names listed, if already transacting business under that name or names.” Nothing in these provisions indicates that DPR GP has failed to comply. (SACC, Exh. 3.)

CalSTRS’s assertion that DPR GP must register DPR GP as a fictitious business name for each “iteration” of DPR GP (meaning the differing composition of general partners) before it can maintain an action against CalSTRS is unsupported by the cited statutory provisions.[6] Had DPR GP filed a fictitious business name back in 2011, perhaps it would have been required to file a new statement after its general partners changed, but CalSTRS offers no support for the assertion that now, when its general partners are DPR Construction, Inc. and DPR Ever Forward, LLC, DPR GP must do more to satisfy the requirements.

CalSTRS’ demurrer on this ground is OVERRULED.

Self-Performing Work Divisions

Finally, CalSTRS asserts that DPR GP also failed to comply with the fictitious business name statement requirements by failing to execute, file, and publish statements for “DPR Acoustical Tile”, “DPR Concrete”, “DPR Drywall,” and “DPR Firestopping.” (Demurrer, pp. 11:14-12:7.) As discussed above, to the extent CalSTRS believed there was a fictitious business name statement problem as it relates to DPR GP’s self-performance groups, it could have raised that in its demurrer to the FACC.[7] It did not, and it is procedurally improper to do so now. (CCP, § 430.41(b).)

In any event, CalSTRS fails to demonstrate that the Business and Professions Code section 17918 applies under these circumstances. As addressed in DPR GP’s unopposed motion to dismiss, DPR Acoustical Tile, DPR Concrete, DPR Drywall, and DPR Firestopping were not properly named by Plaintiff as defendants in this action because they were self-performing work divisions of DPR GP. (2-28-25 Minute Order.) As the true entity and contracting party, DPR GP was properly named as a defendant against whom any judgment would operate. (Ibid.)

Section 17918 provides that “No person transacting business under a fictitious business name contrary to the provisions of this chapter, or his assignee, may maintain any action upon or on account of any contract made, or transaction had, in the fictitious business name in any court of

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

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this state until the fictitious business name statement has been executed, filed, and published as required by this chapter.” (Bus. Prof. Code, § 17918 [emphasis added].) However, here, the SACC is brought in the name of “DPR Construction, A General Partnership” as the name of the contracting party and the name for which a fictitious business name statement has been filed.

CalSTRS offers no authority to support its assertion that DPR GP must file fictitious business name statements for these internal divisions when they are not “maintaining” any action or that DPR GP is somehow barred from recovering for work it performed through these internal divisions in an action it is maintaining in its own name. “When [a party] fails to raise a point, or asserts it but fails to support it with reasoned argument and citations to authority, we treat it as waived.” (Badie v. Bank of America (1998) 67 Cal.App.4th 779, 784-785.)

CalSTRS’s demurrer on this ground is OVERRULED.

***

As explained in the Court’s prior ruling, the failure to file a fictitious business name statement is a “technical defect” that should not deprive an entity of an otherwise valid claim and merely abates the pending trial until the statute is complied with. (10-17-25 Minute Order.) CalSTRS’s citation to Hydrotech Systems, Ltd. v. Oasis Waterpark (1991) 52 Cal.3d 988, 1001, n.8 supports this conclusion. There, the court differentiated between the statutory schemes concerning fictitious business name statements and the performance of unlicensed work: “Failure to comply with the fictitious-name statutes does not make the parties’ promises, agreements, and transactions invalid as such.

Noncompliance merely prevents a fictitiously named business from enforcing obligations owed to it until it places on record its true nature and ownership. The object of section 17918 is simply to ensure that those who do business with persons operating under a fictitious name will know the true identities of the individuals with whom they are dealing or to whom they are giving credit or becoming bound. [Citation.]” (Ibid. [citations and quotations omitted; emphasis original].)

CalSTRS’s assertions that DPR GP is now proceeding via a pseudonym or with anonymity are not well taken. DPR GP has complied with the statutory obligation and this action can now proceed. Having so concluded, the Court need not reach CalSTRS’s arguments that any claim submitted now would be time barred.

Fifth Cause of Action – Violation of the Prompt Payment Statutes

CalSTRS asserts that DPR GP’s Fifth Cause of Action still fails to plead sufficient facts, leaving “CalSTRS ‘to speculate’ as to the details” of its purported violations. (Demurrer, pp. 12:8-

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV013090: CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM, A PART OF CALIFORNIA'S GOVERNMENT OPERATIONS AGENCY vs DPR CONSTRUCTION, A GENERAL PARTNERSHIP, A CALIFORNIA GENERAL PARTNERSHIP, et al. 04/23/2026 Hearing on Demurrer (CalSTRS) in Department 8B

13:15.)

DPR maintains that the SACC is sufficient because it includes “the precise details from which these violations arose.” (Opp., p. 8:6-8.)

Here, the SACC alleges as follows:

142. DPR incorporates by reference all of the above paragraphs as if each were fully alleged herein.

143. Under Public Contract Code Section 10261.5, CalSTRS had a duty to pay DPR any progress payments within thirty (30) days of receipt of a payment request from DPR in accordance with the Contract.

144. Notwithstanding CalSTRS’ duty under Public Contract Code Section 10261.5, CalSTRS failed, without a good faith basis for doing so, to pay DPR’s progress Payment Application Nos. 65, 66, and the progress payment portion of DPR’s Payment Application No. 67.

145. Toward the end of the Project, CalSTRS requested that DPR pay for costs that CalSTRS incurred to pay for City of West Sacramento (“CoWS”) inspection costs, which DPR accommodated by paying CoWS’ inspection costs and seeking reimbursement from CalSTRS. CalSTRS also failed to pay DPR’s July 25, 2024 and July 31, 2024 progress payment applications for CoWS inspection costs, again without a good faith basis for doing so.

146. Under Public Contract Code Section 7107, CalSTRS had a duty to pay DPR retention within thirty (60) days of receipt of a payment request from DPR in accordance with the Contract.

147. Notwithstanding CalSTRS’ duty under Public Contract Code Section 10261.5, CalSTRS failed, without a good faith basis for doing so, to pay the retention portion of DPR’s Payment Application No.

67.

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV013090: CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM, A PART OF CALIFORNIA'S GOVERNMENT OPERATIONS AGENCY vs DPR CONSTRUCTION, A GENERAL PARTNERSHIP, A CALIFORNIA GENERAL PARTNERSHIP, et al. 04/23/2026 Hearing on Demurrer (CalSTRS) in Department 8B

148. Under the Contract, DPR properly submitted payment applications to CalSTRS for construction labor and materials furnished on the Project.

149. CalSTRS wrongfully failed to pay several of DPR’s properly submitted payment applications, including payment applications for both progress payments and retention, which remain due and owing.

150. CalSTRS wrongfully failed to notify DPR of the nature or details of CalSTRS’ alleged dispute over payment of these invoices or release of the retention, or provided legally untenable excuses, or both.

151. CalSTRS therefore violated Public Contract Code Sections 10261.5 and 7107 by wrongfully failing to pay DPR compensation due and owing under the Contract without a good faith dispute.

152. DPR is therefore entitled to prompt payment penalties at the statutory rate(s) until paid in full.

153. As a direct and proximate result of CalSTRS’ violations of Public Contract Code Sections 10261.5 and 7107, DPR has sustained, and will continue to sustain, damages in an amount to be more particularly proven at trial, in excess of this Court’s jurisdictional minimum. WHEREFORE, DPR prays for relief as hereinafter set forth.

(SACC.) Paragraphs 144, 145 and 147 are new allegations identifying the specific payment applications at issue. Moreover, the SACC adds allegations at paragraphs 33 through 38. Those allegations identify payment applications by identifying number, date, and dollar amount. (Id., ¶¶ 33-34, 38.) They also assert that CalSTRS failed to pay the identified payment applications. (Ibid.) These additional allegations similarly identify certain progress payment applications by date and dollar amount and make clear that CalSTRS failed to pay those applications. (Id., ¶¶ 36- 37.)

Contrary to CalSTRS’s suggestion, the fact that the SACC still alleges at paragraph 149 that “CalSTRS wrongfully failed to pay several of DPR’s properly submitted payment applications” does not negate the specific allegations above.

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV013090: CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM, A PART OF CALIFORNIA'S GOVERNMENT OPERATIONS AGENCY vs DPR CONSTRUCTION, A GENERAL PARTNERSHIP, A CALIFORNIA GENERAL PARTNERSHIP, et al. 04/23/2026 Hearing on Demurrer (CalSTRS) in Department 8B

The Court is satisfied that DPR GP has provided sufficient detail to address the concerns raised in the Court’s earlier order sustaining CalSTRS’s demurrer to the FACC. Accordingly, CalSTRS’s demurrer on this ground is OVERRULED.

Motion to Strike

1.

Legal Standard

A party can move to strike any portions of a complaint that are legally deficient or contrary to the law. (CCP, §§ 435, 436.) A motion to strike is proper when a portion of a cause of action has a clear substantive defect, such as a violation of the applicable statute of limitations, seeking punitive damages without basis, when the face of the complaint fails to state facts showing a primary right of the plaintiff and primary duty of, or wrong committed by, the defendant. (PH II, Inc. v. Superior Court (1995) 33 Cal.App.4th 1680, 1683.)

Similarly, a motion to strike is appropriate where the complaint alleges a “purported claim of right which is legally invalid” (Id., at p. 1682-1683.) When a plaintiff seeks punitive damages, but is legally barred from recovering such damages, a motion to strike should be granted. (Los Angeles Unified School Dist. v. Superior Court (2021) 64 Cal.App.5th 549, 567, review granted 282 Cal.Rptr.3d 638.) However, a motion to strike may not be used as a procedural line item veto for the civil defendant. (Id., at p. 1683.)

The use of the motion to strike should be cautious and sparing.

Motions to strike are disfavored. Courts considering such motions must presume the allegations contained therein are true and must consider those allegations in context. (Clauson v. Superior Court (1998) 67 Cal.App.4th 1253, 1255.) 'Matter that is essential to a cause of action should not be struck and it is error to do so.' (Quiroz v. Seventh Avenue Ctr. (2006) 140 Cal.App.4th 1256, 1281.)

2.

Analysis

CalSTRS moves to strike paragraphs 27-38, 39, 40, 41, 44, 46-51, 53, 55, 60, 114-117, 121-123, 128, 132-133, 142-153, 177, 187, 192, 198-199, 201-205, 208, and 211-213 on the grounds that (1) allegations regarding CalSTRS’s Counsel must be stricken and (2) DPR GP seeks to recover damages for work performed in the name of unregistered fictitious businesses. (See generally, MTS.)

Allegations Regarding CalSTRS’s Counsel

CalSTRS contends that certain allegations[8] must be stricken because (1) the allegations exceed

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV013090: CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM, A PART OF CALIFORNIA'S GOVERNMENT OPERATIONS AGENCY vs DPR CONSTRUCTION, A GENERAL PARTNERSHIP, A CALIFORNIA GENERAL PARTNERSHIP, et al. 04/23/2026 Hearing on Demurrer (CalSTRS) in Department 8B

the scope of the Court’s Order granting leave to amend following the cross-defendant’s demurrers to the FACC; (2) the allegations violate the litigation privilege; and (3) the allegations concerning CalSTRS’s counsel are immaterial. (MTS, pp. 3:6-5:6.)

While the Court is not persuaded that these allegations exceed the scope of amendment granted, any issues regarding scope are addressed above through the concurrent motion for leave to amend, and the Court declines to strike on this ground.

However, the Court is persuaded that the challenged allegations violate the litigation privilege in part. As the California Supreme Court has explained: “To be protected by the litigation privilege, a communication must be ‘in furtherance of the objects of the litigation.’ [Citation] This is ‘part of the requirement that the communication be connected with, or have some logical relation to, the action, i.e., that it not be extraneous to the action.’ [Citation] A prelitigation communication is privileged only when it relates to litigation that is contemplated in good faith and under serious consideration. [Citations]” (Action Apartment Assn., Inc. v.

City of Santa Monica (2007) 41 Cal.4th 1232, 1251 [citations omitted].) “Whether a prelitigation communication relates to litigation that is contemplated in good faith and under serious consideration is an issue of fact.” (Id., at p. 1252.) For the privilege to apply, the communication “must function as a useful step in the litigation process and must serve its purposes.” (Paglia & Associates Construction, Inc. v. Hamilton (2023) 98 Cal.App.5th 318, 325.)

CalSTRS argues that the allegations “concerning CalSTRS’s counsel’s purported communications regarding the handling of change orders and payment applications concern issues at the heart of this dispute: whether DPR satisfied its obligations to CalSTRS and whether DPR has overcharged CalSTRS for its services” and that “[a]ny such direction by CalSTRS counsel on these issues, if provided, relate directly to CalSTRS’s litigation objectives in this judicial proceeding.” (MTS, p. 4:9-13.)

DPR GP contends that “the litigation privilege does not protect out-of-court directives from CalSTRS’ counsel to Ridge prohibiting Ridge from reviewing DPR’s payment applications and issuing change orders” because Counsel’s directives do not function as a useful step in the litigation process. (MTS Opp., pp. 8:8-9:21.) DPR GP further alleges that the privilege does not protect CalSTRS’s out-of-court directives for Ridge to breach the Contract. (Id., pp. 9:22-11:2.)

“[W]hether the litigation privilege applies to an action for breach of contract turns on whether its application furthers the policies underlying the privilege.” (Wentland v. Wass (2005) 126 Cal.App.4th 1484, 1492.) Put succinctly, “the purpose of the litigation privilege is to ensure free access to the courts, promote complete and truthful testimony, encourage zealous advocacy, give finality to judgments, and avoid unending litigation.” (Ibid.) Having reviewed the Parties’

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV013090: CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM, A PART OF CALIFORNIA'S GOVERNMENT OPERATIONS AGENCY vs DPR CONSTRUCTION, A GENERAL PARTNERSHIP, A CALIFORNIA GENERAL PARTNERSHIP, et al. 04/23/2026 Hearing on Demurrer (CalSTRS) in Department 8B

briefing, the Court is persuaded that the allegations regarding Counsel’s advice to CalSTRS are improper and should be stricken because they are both barred by California’s litigation privilege and immaterial to the claim. Mr. Thiel’s advice concerning how to respond to a contractual dispute (including advice regarding whether to continue performance or payment) is fairly characterized as communications made in furtherance of anticipated or pending litigation. To the extent DPR GP seeks to premise wrongdoing on the fact that CalSTRS (through Ridge) acted in accordance with legal advice obtained in anticipation of litigation, such a theory would be improper.

But the litigation privilege should not and does not shield CalSTRS’s underlying conduct itself. DPR GP can still allege and attempt to prove that CalSTRS, through Ridge, failed to review payment applications, failed to issue change orders, and/or failed to make payments required under the Contract. Those factual allegations – i.e., what CalSTRS did or did not do – are not privileged and should be litigated on their merits.

CalSTRS cannot transform nonperformance of contractual obligations or interference with its agent’s performance of contractual obligations into privileged communications merely by asserting that it acted on advice of counsel. To hold otherwise would permit any contracting party to avoid liability for its conduct by routing its decision-making through an attorney. That does not serve the policy purpose behind the litigation privilege, or even the attorney-client privilege more broadly. (See Stacy & Witbeck v.

City (1996) 47 Cal.App.4th 1, 7-8 [discussing a Government Code claim submission, “The paper trail of contractual performance and course of dealing between parties under a contract cannot be immunized from use in later judicial proceedings just because that paper trail is also a publication that serves a litigation purpose. If that same paper trail amounts to wrongful performance or conduct under the contract, it escapes section 47(b). The litigation privilege encompasses only the communicative act; it does not privilege tortious courses of conduct.

Since the document in question wears both the conduct and publication hats, our task is more complicated than merely deciding whether the nonapplication of section 47(b) would dilute the healthy policy of crushing derivative tort actions. We must concern ourselves also with the rights, remedies and obligations of the other contracting party. These must be preserved, including rights and obligations emanating from the FCA. The litigation privilege was never meant to spin out from judicial action a party’s performance and course of conduct under a contract.”])

The reason why Ridge/CalSTRS acted as they did, insofar as it rests on legal advice, is also irrelevant to DPR GP’s claims. The pertinent question is whether CalSTRS breached the Contract, including by instructing Ridge not to review or approve certain payment applications and/or change orders, despite its alleged contractual obligations to do so. That said, CalSTRS should not be permitted to use the privilege as a shield and a sword. It is conceivable that Mr.

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV013090: CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM, A PART OF CALIFORNIA'S GOVERNMENT OPERATIONS AGENCY vs DPR CONSTRUCTION, A GENERAL PARTNERSHIP, A CALIFORNIA GENERAL PARTNERSHIP, et al. 04/23/2026 Hearing on Demurrer (CalSTRS) in Department 8B

Thiel’s advice could be put at issue in this litigation, but any determination on its admissibility will be context and fact dependent, and the Court will not speculate on those issues now.

CalSTRS also seeks to sweep in numerous other allegations that do not mention Mr. Thiel or any alleged advice he provided, which is the sole focus of this argument. (See MTS, pp. 3:22-4:16 [challenging “allegations as to CalSTRS’s counsel in this litigation” and “CalSTRS’s counsel’s purported communications regarding the handling of change orders and payment applications”].) Instead, these other allegations reference CalSTRS’s own directions and other alleged conduct. (See SACC, ¶¶ 41, 44, 47, 51, 53, 55, 60, 114, 128, 133, 150, 177, 187, 192, 198, 199, 201, 202, 203, 204, 205, 208, 211, 212, and 213.) CalSTRS offers no explanation for why these additional allegations should be stricken. Moreover, regarding paragraphs 114 and 128, CalSTRS fails to differentiate between the numerous subparagraphs outlining CalSTRS’s alleged conduct.

Accordingly, CalSTRS’s motion to strike is GRANTED in part as to the portions of paragraphs 39, 40, 46, 48, 49, 50, and 132 that refer to Counsel and/or Mr. Thiel,[9] but is otherwise DENIED.

DPR Acoustical Tile, DPR Concrete, DPR Drywall, and DPR Firestopping

As with the demurrer above, CalSTRS asserts that DPR GP seeks to recover “for contracts made and/or transactions had in the fictitious name” of DPR GP’s self-performing divisions, but failed to register these fictitious business names. (MTS, pp. 5:7-6:10.)[10] CalSTRS contends that the “entirety of DPR’s damages claim arising from work purportedly performed under those pseudonyms [SACC ¶¶ 27-38, 114-117, 121-123, 142-153] must therefore be stricken” from the SACC because DPR is “prohibited from maintaining any action ‘upon or on account of any contract made, or transaction had’ in the fictitious names.” (MTS, p. 6:11-19.)

As discussed above, the Court remains unpersuaded that Business and Professions Code section 17918 applies to these self-performance divisions of DPR GP. In addition, the allegations CalSTRS seeks to strike on this ground are not simply related to these self-performing divisions. CalSTRS would have this Court strike all of DPR GP’s allegations regarding the claims it submitted (SACC, ¶¶ 27-31); the payment applications and progress payment applications (id., ¶¶ 32-38); allegations regarding CalSTRS’s breaches and other elements of DPR GP’s breach of contract claim (id., ¶¶ 114-117); allegations regarding CalSTRS’s breaches and other elements of DPR GP’s breach of covenant claim (id., ¶¶ 121-123); and CalSTRS’s entire Fifth Cause of Action (id., ¶¶ 142-153) on the grounds that DPR GP is not entitled to some of the amounts included in the payment applications or claims.

CalSTRS offers no authority supporting these broad proposed strikes. Again, “[w]hen [a party]

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV013090: CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM, A PART OF CALIFORNIA'S GOVERNMENT OPERATIONS AGENCY vs DPR CONSTRUCTION, A GENERAL PARTNERSHIP, A CALIFORNIA GENERAL PARTNERSHIP, et al. 04/23/2026 Hearing on Demurrer (CalSTRS) in Department 8B

fails to raise a point, or asserts it but fails to support it with reasoned argument and citations to authority, we treat it as waived.” (Badie, supra, 67 Cal.App.4th at pp. 784-785.)

CalSTRS’s motion to strike is DENIED on this ground.

Disposition

For the reasons stated above, DPR GP’s motion for leave to amend is GRANTED. DPR GP’s SACC is deemed filed as of December 24, 2025, and the demurrer and motion to strike addressed herein is deemed timely filed. CalSTRS’s demurrer is OVERRULED in its entirety and CalSTRS’s motion to strike is GRANTED in part and DENIED in part, as summarized above.

This minute order is effective immediately. No formal order pursuant to CRC Rule 3.1312 or other notice is required.

[1] While listed in the notice of demurrer, CalSTRS offers no argument on this ground.

Accordingly, the Court declines to address it. [2] The Court has also concurrently scheduled a hearing on Cross-Defendant Ridge Capital, Inc.’s

(“Ridge”) demurrer and motion to strike the SACC. The Court addresses Ridge’s opposition to DPR GP’s motion for leave to amend the FACC in its ruling on Ridge’s concurrent motions. [3] In fact, CalSTRS’s demurrer to the FACC asserted that DPR had not and could not allege that

it had then filed a proper fictitious business name statement. (7-20-25 Demurrer to FACC, p. 3:19-20, citing 7-30-25 Decl. of Clark Thiel, ¶ 3 [“I searched the online records of the County Recorders' Offices for the Counties of San Francisco, San Mateo, Sacramento, and Yolo, and found no record of any Fictitious Business Entity filing for ‘DPR Construction, a General Partnership.’”]; see also CalSTRS’s 10-10-25 Reply, p. 5:17-25. [“‘A partnership, corporation, limited liability company, or individual doing business under a fictitious name must comply with the provisions of B. & P.C. 17910, 17915. [I]f the name is obviously fictitious and the complaint does not aver compliance, a demurrer will lie.’ [Witkin, CALIFORNIA PROCEDURE (6TH ED.), Pleading, § 1176 (citations omitted).]

Although Cross-Complainant claims that it ‘could cure this issue simply by [executing, filing, and publishing] a fictitious business statement and the case could proceed to trial’ [Opp. at 7:16-17], Cross-Complainant admittedly (and inexplicably) has thus far declined to do so. Cross-Complainant therefore is statutorily estopped from ‘maintain[ing] any action upon or on account of any contract made, or transaction had, in the fictitious business name in any court of this state’ unless and until it does. [Bus. & Prof.

C. § 17918.]”].) [4] The Court also made clear that it expected the Parties to work together to ensure that

CalSTRS’s concerns regarding the fictitious business name statement were addressed. That was

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV013090: CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM, A PART OF CALIFORNIA'S GOVERNMENT OPERATIONS AGENCY vs DPR CONSTRUCTION, A GENERAL PARTNERSHIP, A CALIFORNIA GENERAL PARTNERSHIP, et al. 04/23/2026 Hearing on Demurrer (CalSTRS) in Department 8B

not just an expectation on DPR GP’s part, but also on CalSTRS’s part to proactively work to avoid these kinds of hyper technical disputes that could result in further delay. [5] CalSTRS does not identify the relevant pin cites for case law in its recitation on reply. The

Court relies on the pin cites included in CalSTRS’s memorandum of points and authorities. [6] Section 17903 simply defines “registrant” as “a person or entity who is filing or has filed a

fictitious business name statement, and who is the legal owner of the business.” Section 17910 establishes the requirement for filing a fictitious business name statement, including not later than 40 days from commencing to transact business or after any change in the facts pursuant to Section 17920. Section 17920, in turn, explains when a fictitious business name statement expires. Finally, Section 17918 sets forth the consequence for failure to file, namely that the person transacting business cannot maintain an action. [7] While it was mooted by the filing of the FACC, CalSTRS’s demurrer to the original cross-

complaint also addresses fictitious business name statement issues, but fails to address the selfperformance groups. [8] In this section, CalSTRS identifies paragraphs 39, 40, 41, 44, 46, 47, 48, 49, 50, 51, 53, 55,

60, 114, 128, 132, 133, 150, 177, 187, 192, 198, 199, 201, 202, 203, 204, 205, 208, 211, 212, and 213. The Court notes that this list is more extensive than the paragraphs identified when addressing the same arguments in opposition to DPR GP’s motion for leave to amend. There, CalSTRS identified 39, 40, 41, 44, 46, 47, 48, 49, 50, 53, 114 (subparagraphs l and m), 121 (subparagraphs h and i), 128, 130, 132, 187, 188, 199, and 200 of the SACC. (CalSTRS’s Opp., p. 3:18-23.) [9] To be clear, the following language from each listed paragraph is stricken:

- Paragraph 39 – “by and through its outside counsel in this matter, Clark Thiel, and potentially others within CalSTRS” - Paragraph 40 – “Q. And who direct- -- Do you recall who directed you from CalSTRS not to review that? [¶] A. That would have been their legal counsel. [¶] Q. And who is that? [¶] A. Clark Thiel.” - Paragraph 46 – “’ outside counsel”; “In addition to his improper direction to Ridge to refrain from reviewing DPR’s last payment applications”; and “by and through its outside counsel (Clark Thiel), and potentially others at CalSTRS” - Paragraph 48 – entire paragraph - Paragraph 49 – “Mr.

Thiel, and potentially others within” - Paragraph 50 – “Q. Is this again that directive from Mr. Thiel? [¶] A. Or CalSTRS executives. I -- on this one, in particular, what was the date on it? It was kind of an old one. I don't remember. I -- I just know that there were no more PCIs being approved.” - Paragraph 132 – “by and through its outside counsel, Clark Thiel, and potentially others within CalSTRS” [10] Within this discussion, CalSTRS asserts that DPR seeks to recover $1,715,589 for a contract

or transaction made in the name of DPR Acoustical Tile; $42,182,159 for a contract or

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV013090: CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM, A PART OF CALIFORNIA'S GOVERNMENT OPERATIONS AGENCY vs DPR CONSTRUCTION, A GENERAL PARTNERSHIP, A CALIFORNIA GENERAL PARTNERSHIP, et al. 04/23/2026 Hearing on Demurrer (CalSTRS) in Department 8B

transaction made in the name of DPR Concrete; $16,003,537 for a contract or transaction made in the name of DPR Drywall; and $923,747 for a contract or transaction made in the name of DPR Firestopping. (MTS, pp. 5:27-6:10; Thiel Decl. ISO MTS, Exh. 3 [pdf pages 25-32].) While CalSTRS is accurately summarizing the total subcontract amounts, these documents actually reflect that a fraction of that total was then due. (Ibid. [distinguishing “Total Revised Subcontract Amount” from “Retention held on this project now due”].)

To request oral argument on this matter, you must call Department 8B at (916) 874-5762 by 4:00 p.m., the court day before this hearing and notification of oral argument must be made to the opposing party/counsel. If no call is made, the tentative ruling becomes the order of the court. (Local Rule 1.06.)

Parties requesting services of a court reporter may 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. The list of Court Approved Official Reporters Pro Tempore is available at https://www.saccourt.ca.gov/courtreporters/docs/crtrp-13.Pdf.

If you are not using a reporter from the Court’s Approved Official Reporter Pro Tempore list, a Stipulation and Appointment of Official Reporter Pro Tempore (CV/E-206) must be signed by each party, the private court reporter, and the Judge. The signed form must be filed with the clerk prior to the hearing.

If a litigant has been granted a fee waiver and requests a court reporter, the party must submit a Request for Court Reporter by a Party with a Fee Waiver (CV/E-211). The form must be filed with the clerk at least 10 days prior to the hearing or at the time the hearing 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.

If oral argument is requested, the Parties are encouraged to appear via Zoom with the links below:

To join by Zoom link - https://saccourt-ca-gov.zoomgov.com/j/16184738886 To join by phone dial (833) 568-8864 ID 16184738886

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

24CV013090: CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM, A PART OF CALIFORNIA'S GOVERNMENT OPERATIONS AGENCY vs DPR CONSTRUCTION, A GENERAL PARTNERSHIP, A CALIFORNIA GENERAL PARTNERSHIP, et al. 04/23/2026 Hearing on Demurrer (CalSTRS) in Department 8B

Counsel for DPR GP is directed to notice all parties of this order.

Please note that the Complex Civil Case Department now provides information to assist you in managing your complex case on the Court website at https://www.saccourt.ca.gov/civil/complex-civil-cases.aspx. The Court strongly encourages parties to review this website regularly to stay abreast of the most recent complex civil case procedures. Please refer to the website before directly contacting the Court Clerk for information.