Central Hotel Trust 90021 v. Just In Time Enterprises CA2/8

Filed 5/21/15 Central Hotel Trust 90021 v. Just In Time Enterprises CA2/8 NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION EIGHT

CENTRAL HOTEL TRUST 90021, B251879

Plaintiff and Appellant, (Los Angeles County Super. Ct. No. BC475285) v.

JUST IN TIME ENTERPRISES, LLC, et al.,

Defendants and Respondents.

APPEAL from the judgment of the Superior Court of Los Angeles County. Barbara Scheper, Judge. Reversed in part and affirmed in part.

Law Offices of Michael Carter Smith and Michael C. Smith for Plaintiff and Appellant.

GP Law Group and Manee Pazargad for Defendants and Respondents.

**********

This is an appeal from the sustaining of a demurrer without leave to amend. Plaintiff Central Hotel Trust 90021 sued defendants Just in Time Enterprises, LLC and its CEO Justin Hall. The operative second amended complaint alleged causes of action for breach of fiduciary duty, declaratory relief, fraud, and constructive fraud as to defendant Hall in his individual capacity. The trial court sustained defendant Hall’s demurrer without leave to amend, reasoning the complaint did not state any basis for individual liability. Finding that the contract between plaintiff and the limited liability company (LLC) defendant belies any claim of a joint venture partnership with Hall as an individual, we affirm the judgment as to the breach of fiduciary duty and constructive fraud causes of action. However, we find the claim for fraud is adequately pled, and therefore reverse as to that cause of action only. BACKGROUND On December 14, 2011, plaintiff sued defendants for breach of a joint venture agreement, breach of fiduciary duty, quiet title, declaratory relief, resulting or constructive trust, fraud and deceit, and constructive fraud. Plaintiff entered an agreement with defendant Just In Time for the purpose of purchasing properties at a Los Angeles County public tax auction on October 17 and 18, 2011. The agreement was signed on behalf of plaintiff by its general manager, Sean Kojoori, and on behalf of Just in Time by its CEO, defendant Hall.1 All of the causes of action were stated against both of the defendants, including the contract claim, even though the agreement was signed by defendant Just in Time, and not defendant Hall in his individual capacity. The agreement contemplated that the properties would be developed and sold within one year. Under the agreement, plaintiff was to invest $50,000 in Just in Time in exchange for a 50 percent interest in the properties purchased at the tax sale. Defendant Hall represented that the other half of the purchase funds would be provided by additional