Bartlett Care Center, LLC vs. Olson

For this reason, the court will not decide questions of fact on demurrer. (See Berryman v. Merit Prop. Mgmt., Inc. (2007) 152 Cal.App.4th 1544, 1556.)

Instead, the court “treat[s] the demurrer as admitting all material facts properly pleaded, but not contentions, deductions or conclusions of fact or law . . . .” (Serrano v. Priest (1971) 5 Cal.3d 584, 591, citation omitted; see Blank v. Kirwan (1985) 39 Cal.3d 311, 318).

Therefore, the court will not consider facts that have not been alleged in the complaint unless they may be reasonably inferred from the matters alleged or are proper subjects of judicial notice. (Hall v. Great W. Bank (1991) 231 Cal.App.3d 713, 718 fn.7.)

However, “where facts appearing in attached exhibits or judicially noticed documents contradict, or are inconsistent with, the complaint's allegations, we must rely on the facts in the exhibits and judicially noticed documents.” (Jimenez vs. Mrs. Gooch’s Natural Foods Markets, Inc. (2023) 95 Cal.App.5th 645, 653.)

Although courts should take a liberal view of inartfully drawn pleadings, (see Code Civ. Proc., § 452), it remains essential that a pleading set forth the actionable facts relied upon with sufficient precision to inform the responding party of the matters that the pleading party is alleging, and what remedies or relief is being sought, (see Leek v. Cooper (2011) 194 Cal.App.4th 399, 413).

Bare conclusions of law devoid of any facts are insufficient to withstand demurrer. (Schmid v. City and County of San Francisco (2021) 60 Cal.App.5th 470, 481; see Code Civ. Proc., § 425.10, subd. (a).)

1st Cause of Action (Breach of Written Contract)

“[T]he elements of a cause of action for breach of contract are (1) the existence of the contract, (2) plaintiff’s performance or excuse for nonperformance, (3) defendant’s breach, and (4) the resulting damages to the plaintiff.” (Oasis West Realty, LLC v. Goldman (2011) 51 Cal.4th 811, 821.)

Here, the Complaint alleges that Defendant Olson breached the parties’ written agreement, the California Standard Admission Agreement for Skilled Nursing Facilities and Intermediate Care Facilities, by failing to make the

payments required under the agreement. (See Compl. ¶¶ 6, 13.)

Specifically, the Complaint alleges each element of the 1st Cause of Action, including the existence of a contract, (see Compl., ¶ 6, Exh. A); Plaintiff’s performance, (see id., ¶ 7); Defendant Olson’s breach by failing to pay the amounts due under the contract, (see id., ¶ 13); and damages to Plaintiff resulting from the breach, (see ibid.).

Defendants contend that the Complaint does not allege sufficient facts to show the existence of the contract because the contract was electronically signed and the Complaint includes no factual allegations showing compliance with the Uniform Electronic Transactions Act, Civil Code, § 1633.1, et seq. (UETA).

However, Defendants cite to no authority requiring a plaintiff to allege, at the pleading stage, specific facts supporting compliance with the UETA and this court is aware of none.

For most causes of action, including a breach of contract cause of action, the plaintiff need plead only ultimate facts, not evidentiary facts. (See Ludgate Ins. Co. v. Lockheed Martin Corp. (2000) 82 Cal.App.4th 592, 606 [“A cardinal rule of pleading is that only the ultimate facts need be alleged.”].)

Defendants also demur pursuant to Civil Procedure Code section 430.10(g), which provides that a party may demur where “it cannot be ascertained from the pleading whether the contract is written, is oral, or is implied by conduct.”

Here, the Complaint explicitly alleges that the contract is written and, in fact, attaches a copy. (See Compl., ¶ 6, Exh. A.)

Therefore, the court will overrule the demurrer to the 1st Cause of Action.

2nd Cause of Action (Violation of Welf. & Inst. Code § 14110.8 – Failure to Pay Medi-Cal Share of Cost Obligation)

The Complaint alleges that “Defendant KENYON, as Defendant OLSON's Medi-Cal agent, is liable to Plaintiff for Defendant OLSON's unpaid Share of Cost obligation in the amount of $62,984.50,” pursuant to Welfare Institutions Code section 114110.8. (Compl., ¶ 16.)

That statute provides:

A resident and their agent shall pay to the facility the long-term care patient liability, for which they are responsible under the Medi-Cal program, unless otherwise exempted by law.

(See Welf. & Inst. Code, § 14110.8, subd. (f).)

However, Section 14110.8 only provides for criminal liability for a violation of its provisions. (See Welf. & Inst. Code, § 14110.8, subd. (h) [“Any agent who willfully violates the requirements of this section is guilty of a misdemeanor, and upon conviction thereof, shall be punished by a fine not to exceed two thousand five hundred dollars ($2,500) or by imprisonment in the county jail not to exceed 180 days, or both”].)

Section 14110.8 does not create a private right of action.

Further, Statutory causes of action must be pleaded with particularity. (Covenant Care, Inc. v. Superior Court (2004) 32 Cal.4th 771, 790.)

A plaintiff “must set forth factual allegations that sufficiently state all required elements of [a] cause of action . . . and, [a]llegations must be factual and specific, not vague or conclusory.” (Rakestraw v. Cal. Physicians’ Serv. (2000) 81 Cal. App. 4th 39, 43.)

Here, Plaintiff fails to allege any facts in support of this cause of action.

Thus, the court will sustain the demurrer to the 2nd Cause of Action.

3rd Cause of Action (Open Book Account)

“The elements of an open book account cause of action are: ‘1. That [plaintiff] and [defendant] had financial transactions . . .; [¶] 2. That [plaintiff] . . . kept [an] account of the debits and credits involved in the transactions; [¶] 3. That [defendant] owes [plaintiff] money on the account; and [¶] 4. The amount of money that [defendant] owes [plaintiff].’” (State Comp. Ins. Fund v. ReadyLink Healthcare, Inc. (2020) 50 Cal.App.5th 422, 449, quoting CACI No. 372.)

“A book account is created by the agreement or conduct of the parties in a commercial transaction.” (H. Russell Taylor’s Fire Prevention Serv., Inc. v. Coca Cola Bottling Corp. (1979) 99 Cal.App.3d 711, 728.)

In this case, the Complaint alleges that over the last two years, Defendant Olson became indebted to Plaintiff on an

open book account in the sum of $62,984.50. (See Compl., ¶ 2.)

Specifically, the Complaint pleads every element of an open book account cause of action, including that there was a financial transaction between the parties,(see id., ¶¶ 6-7), that Plaintiff kept an account of the transactions, (see id., ¶ 19), and that Defendant Olson owes Plaintiff the sum of $62,984.50 on the account, (see id., ¶ 21.)

Accordingly, the court will overrule the demurrer to the 3rd Cause of Action.

4th Cause of Action (Quantum Meruit – for Reasonable Value of Services)

“The requisite elements of [a claim for] quantum meruit are (1) the plaintiff acted pursuant to ‘an explicit or implicit request for the services’ by the defendant, and (2) the services conferred a benefit on the defendant.” (Port Medical Wellness, Inc. v. Connecticut General Life Insurance Co. (2018) 153, 180, quoting Day v. Alta Bates Medical Center (2002) 98 Cal.App.4th 243, 249.)

The request for services may be either “explicit or implicit,” (Day v. Alta Bates Medical Center, supra, 98 Cal.App.4th at p. 249), but there must be some evidence to show that “a recipient of services performed either requested or acquiesced in them . . . .”, (Producers Cotton Oil Co. v. Amstar Corp. (1988) 197 Cal.App.3d 638, 659).

In general, the Complaint alleges that Plaintiff provided skilled nursing facility services to Defendant Olson and that Defendant Olson failed to pay Plaintiff for the reasonable and customary charge for those services. (See Compl., ¶ 27.)

Specifically, the Complaint pleads each element of a quantum meruit cause of action, including that Defendant Olson requested Plaintiff perform services for her benefit, (see id., ¶ 6); Plaintiff performed the services as requested, (see id., ¶¶ 7, 24); Defendant Olson has not paid for those services, (see id., ¶ 27), and the reasonable value of service provided is $62,984.50, (see ibid.).

Therefore, the court will overrule the demurrer to the 4th Cause of Action.

Uncertainty

“A demurrer for uncertainty is strictly construed, even where a complaint is in some respects uncertain, because ambiguities can be clarified under modern discovery

procedures.” (Khoury v. Maly’s of California, Inc. (1993) 14 Cal.App.4th 612, 616.)

Demurrers for uncertainty “are granted only if the pleading is so incomprehensible that a defendant cannot reasonably respond.” (Lickiss v. Fin. Indus. Regulatory Auth. (2012) 208 Cal.App.4th 1125, 1135.) “[A] demurrer for uncertainty will not be sustained where the facts claimed to be uncertain or ambiguous are presumptively within the knowledge of the demurring party.” (Ching v. Dy Foon (1956) 143 Cal.App.2d 129, 136.)

“[U]nder our liberal pleading rules, where the complaint contains substantive factual allegations sufficiently apprising defendant of the issues it is being asked to meet, a demurrer for uncertainty should be overruled or plaintiff given leave to amend.” (A.J. Fistes Corp. v. GDL Best Contractors, Inc. (2019) 38 Cal.App.5th 677, 695.)

In addition, a demurrer for uncertainty must identify by line and page number, the language that creates the uncertainty. (Fenton v. Groveland Community Services Dist. (1982) 135 Cal.App.3d 797, 809, disapproved of on other grounds, Katzberg v. Regents of University of California (2002) 29 Cal.4th 300.)

“Generally, the failure to specify the uncertain aspects of a complaint will defeat a demurrer based on the grounds of uncertainty.” (Fenton v. Groveland Community Services Dist. (1982) 135 Cal.App.3d 797, 809, disapproved of on other grounds, Katzberg v. Regents of University of California (2002) 29 Cal.4th 300.)

Here, the Complaint is not so poorly drafted that Defendants cannot reasonably respond.

Further, Defendants fail to point to specific portions of the Complaint that are uncertain.

Thus, the court will overrule the demurrer on this basis.

Leave to Amend

“It is an abuse of the trial court’s discretion to sustain a demurrer without leave to amend if there is a reasonable possibility the plaintiff can amend the complaint to allege any cause of action.” (Smith v. State Farm Mutual Automobile Ins. Co. (2001) 93 Cal.App.4th 700, 711.)

However, it is the plaintiff’s “burden to establish how the complaint can be amended to state a valid cause of action.” (Sanowicz v. Bacal (2015) 234 Cal.App.4th 1027, 1044.) In order to meet this burden, a plaintiff may submit a

proposed amended complaint or enumerate facts and demonstrate how those facts establish a cause of action. (See Cantu v. Resolution Trust Corp. (1992) 4 Cal.App.4th 857, 890.)

At the same time, “for an original complaint, regardless whether the plaintiff has requested leave to amend, it has long been the rule that a trial court's denial of leave to amend constitutes an abuse of discretion unless the complaint ‘shows on its face that it is incapable of amendment.’” (Eghtesad v. State Farm General Insurance. Co. (2020) 51 Cal.App.5th 406, 411, quoting King v. Mortimer (1948) 83 Cal.App.2d 153, 158; see Cabral v. Soares (2007) 157 Cal.App.4th 1234, 1240 [“Only rarely should a demurrer to an initial complaint be sustained without leave to amend.”].)

Although Plaintiff has not sought leave to amend, the demurrer is asserted against the original Complaint, so that Plaintiff has not had a prior opportunity to amend in response to a challenge by the Defendants. Thus, the court will exercise its discretion and grant leave to amend.

The parties are reminded that, when leave to amend is granted upon the sustaining of a demurrer, amendments are limited to the issues addressed in the court’s ruling and generally may not include amendments to causes of action not addressed in the ruling or the addition of new causes of action. (See Community Water Coalition v. Santa Cruz County Local Agency Formation Com. (2011) 200 Cal.App.4th 1317, 1329 [“It is the rule that when a trial court sustains a demurrer with leave to amend, the scope of the grant of leave is ordinarily a limited one. It gives the pleader an opportunity to cure the defects in the particular causes of action to which the demurrer was sustained, but that is all.”].)

Defendants shall give notice of this ruling.

5 Carlin vs. Reiser Motion for Attorney’s Fees and Costs

Defendants Matthew Stein’s and Christina Yee’s Motion for 30-2025-01454477 Attorneys’ Fees and Costs re Defendants’ Anti-SLAPP Motion is GRANTED in part and DENIED in part.

Plaintiff Gary R. Carlin is ORDERED to pay to Defendants Matthew Stein and Christina Yee attorney’s fees in the amount of $17,770 and costs in the amount of $60 within 30 days of receiving notice of this ruling.

Pending Motion