Judge: Anne Richardson, Case: 22STCV37273, Date: 2023-04-11 Tentative Ruling

Case Number: 22STCV37273    Hearing Date: April 11, 2023    Dept: 40

            Superior Court of California

County of Los Angeles

Department 40

Background

Plaintiff Nefer Fernandez sues Defendants Javier Meier Borrani, RFRM Collective, and JMB Studio, Inc. pursuant to the following allegations.

Plaintiff Nefer Fernandez and Defendant Javier Meier Borrani attended architectural school together between 2010 and 2014 with Borrani graduating in 2014 and Fernandez graduating in 2015.

Fernandez and Borrani began working together on architectural projects named “NF House,” “BR16,” and “BR17” in, around, or after this time.

On March 1, 2021, Fernandez and Borrani, either individually or with Defendant JMB Studio, entered into a partnership agreement under the name RFRM Collective for the purpose of providing architectural services. (The Complaint attaches the agreement as Exhibit 1 to the Complaint.)

The terms of the partnership provided that Fernandez would contribute his labor to the partnership from March 1, 2021 to November 26, 2021, consisting of 70-hour workweeks, for no compensation, in exchange for a 50% interest in the partnership, and that Fernandez would share profits and losses equally and share in the management of RFRM Collective.

During the partnership, Fernandez (1) provided architectural services, servicing RFRM’s clients and co-managing RFRM Collective with Borrani, including hiring and terminating employees, and (2) was given the title of “partner,” being represented as a partner for RFRM Collective to clients and employees, representations which Borrani, RFRM Collective, and JMB Studio ratified.

On or about September 16, 2022, Borrani informed Fernandez that he was terminated from the RFRM Collective partnership to the exclusion of Fernandez’s clients and all partnership assets and materials.

Based on these allegations, on November 28, 2022, Fernandez sued Borrani, RFRM Collective, and JMB Studio pursuant to a Complaint alleging seven causes of action: (1) Breach of Partnership Agreement; (2) Breach of Fiduciary Duty; (3) Fraud; (4) Fraudulent Misrepresentation; (5) Partnership Accounting; (6) Declaratory Relief by Wrongfully Excluded Partner; and (7) Injunctive Relief. The Complaint’s prayer for relief seeks damages in an amount exceeding $700,000 or an amount to be proven at trial, interest from the date of breach of the partnership agreement or other date approved by the Court, and other and further relief deemed proper by the Court.

On January 20, 2023, Defendants Borrani, RFRM Collective, and JMB Studio demurred to the Complaint’s seven causes of action on various grounds.

On March 28, 2023, Plaintiff Fernandez opposed the demurrer.

On April 4, 2023, Boranni, RFRM Collective, and JMB studio filed a reply for the March 28th opposition.

The demurrer is now before the Court.

Request for Judicial Notice

The Court DECLINES to take judicial notice of the Fictitious Business Name Statements stating that RFRM Collective was the dba for JMB Studio because the Court analyzes the demurrer strictly based on the pleadings and exhibits attached thereto. (See Opp’n, RJN; see also Evid. Code, §§ 452, subd. (h), 453; see also Blank v. Kirwan (1985) 39 Cal.3d 311, 318 [a demurrer can be used only to challenge defects that appear on the face of the pleading under attack, or from matters outside the pleading that are judicially noticeable, connoting the use of judicial notice is to show the insufficiency of the pleadings in a complaint through the recognition of contradictory information contained in a judicially noticeable source rather than to bolster the complaint’s allegations through extrinsic evidence].)

Evidentiary Objections

Defendant Javier Meier Borrani’s Objections to Exhibits 1 and 2 of the Opposition Request for Judicial Notice are SUSTAINED for the reasons stated above.

Demurrer: SUSTAINED, with Leave to Amend.

Preliminary Consideration – Timeliness of Demurrer

Though not raised by the parties, the Court notes that although Defendant Meier acknowledges the untimeliness of his demurrer through counsel (Demurrer, Yun Decl., ¶¶ 1-6), Plaintiff Fernandez has put the demurrer at issue by responding to the demurrer on the merits. (Alliance Bank v. Murray (1984) 161 Cal.App.3d 1, 7 [waiver of any objection to late-filed motion based on response to the motion on the merits]; Carlton v. Quint (2000) 77 Cal.App.4th 690, 697 [no waiver to late-filed motion where opposition was comprised of mere objections, and raised no arguments on the merits].)

Misjoinder of Parties Demurrer Standard and Analysis

A defendant can file a special demurrer to a complaint on the ground that there is a defect or misjoinder of parties. (Code Civ. Proc., § 430.10, subd. (d).) A defect of parties means that there is a person or entity that should be a party to the action but is not, i.e., a necessary or indispensable party. (See Union Carbide Corp. v. Superior Court (1984) 36 Cal.3d 15, 19 [demurrer brought for nonjoinder of indispensable parties]; see also Van Zant v Apple, Inc. (2014) 229 Cal.App.4th 965, 973.)

Defendant Borrani, RFRM Collective, and JMB Studio demur to the Complaint on the ground that the Complaint exhibits a “nonjoinder of the partnership,” apparently arguing that “JMB Studio” was not properly joined to the Complaint. (Demurrer, 7:2-10.)

The Court finds this argument unavailing because Borrani, RFRM Collective (the partnership referred to in the Complaint), and JMB Studio were all joined to this action as defendants. If Borrani, RFRM Collective, and JMB Studio are instead arguing that one or more of them are not proper defendants in this action because, for example, they were not a party to the RFRM Collective partnership agreement between Fernandez and Borrani, misjoinder of parties is not the proper ground to challenge the Complaint on those grounds.

The demurrer is therefore OVERRULED insofar as it is premised on misjoinder of parties grounds.

Demurrer Uncertainty Standard

A demurrer to a pleading lies where the pleading is uncertain, ambiguous, or unintelligible. (Code Civ. Proc. § 430.10, subd. (f).) “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.)

While the notice for the demurrer provides Code of Civil Procedure section 430.10, subdivision (f) as a ground therefor, and while the Legal Standard section of the demurrer mentions this statutory subdivision, arguments related thereto are not properly elaborated in the points and authorities to support a determination sustaining the demurrer on these grounds.

The demurrer is therefore OVERRULED insofar as it is premised on uncertainty in pleading grounds.

Unascertainable Contract Demurrer Standard

In a contract action, a defendant can file a special demurrer to a complaint on the ground that it cannot be determined from the pleadings whether the contract is written, oral, or implied by conduct. (Code Civ. Proc., § 430.10 (g); see Holcomb v. Wells Fargo Bank (2007) 155 Cal.App.4th 490, 500-01.)

While the notice for the demurrer provides Code of Civil Procedure section 430.10, subdivision (g) as one of its grounds, and while the Legal Standard section of the demurrer mentions this statutory subdivision, arguments related thereto are not properly elaborated in the points and authorities to support a determination sustaining the demurrer on these grounds.

Further, the type of contract at issue in the Complaint is clear: the RFRM Collective partnership agreement executed by Plaintiff Fernandez and Defendant Borrani is attached to the Complaint as Exhibit 1.

The demurrer is therefore OVERRULED insofar as it is premised on unascertainable type of contract grounds.

Remaining Discussion

The remainder of this discussion analyzes the demurrer in light of Code of Civil Procedure section 430.10, subdivision (e), sufficiency of pleading.

Demurrer Sufficiency Standard

A demurrer for sufficiency tests whether the complaint states a cause of action. (Hahn v. Mirda (2007) 147 Cal.App.4th 740, 747; see Code Civ. Proc., § 430.10, subd. (e).) This device can be used only to challenge defects that appear on the face of the pleading under attack or from matters outside the pleading that are judicially noticeable. (Blank v. Kirwan, supra, 39 Cal.3d at p. 318.) “To survive a [general] demurrer, the complaint need only allege facts sufficient to state a cause of action; each evidentiary fact that might eventually form part of the plaintiff’s proof need not be alleged.” (C.A. v. William S. Hart Union High School Dist. (2012) 53 Cal.4th 861, 872.) In testing the sufficiency of the cause of action, the demurrer admits the truth of all material facts properly pleaded. (Aubry v. Tri-City Hospital Dist. (1992) 2 Cal.4th 962, 966-67.) A demurrer, however, “does not admit contentions, deductions or conclusions of fact or law.” (Daar v. Yellow Cab Co. (1967) 67 Cal.2d 695, 713.) When considering demurrers, courts read the allegations liberally and in context. (Taylor v. City of Los Angeles Dept. of Water and Power (2006) 144 Cal.App.4th 1216, 1228, disapproved on other grounds, Jones v. Lodge at Torrey Pines Partnership (2008) 42 Cal.4th 1158, 1162.) The face of the complaint includes exhibits attached to the complaint. (Frantz v. Blackwell (1987) 189 Cal.App.3d 91, 94.) If facts appearing in the exhibits contradict those alleged, the facts in the exhibits take precedence. (Holland v. Morse Diesel Intern., Inc. (2001) 86 Cal.App.4th 1443, 1447, superseded by statute on other grounds as stated in White v. Cridlebaugh (2009) 178 Cal.App.4th 506, 521.)

Complaint, First Cause of Action, Breach of Partnership Agreement [Corp. Code, § 16405, subd. (b)(1); Civ. Code, § 3300]: SUSTAINED as to JMB Studio, With Leave to Amend.

The first cause of action is pleaded against Borrani, RFRM Collective, JMB Studio, and Does 1 through 20 and alleges breach of partnership agreement pursuant to Corporations Code section 16405, subdivision (b)(1) and Civil Code section 3300 on the grounds that they  “breached the Partnership by repudiating the existence of the Partnership and denying Plaintiff’s interest in the Partnership business and Partnership assets, and by converting Partnership assets to its own use, those assets consisting of the Partnership’s account receivables, clients, and good will, among others.” (Complaint, ¶ 18.)

Defendants Borrani, RFRM Collective, and JMB demur to the first cause of action on the grounds that the claim is defectively pleaded against JMB Studio where the “alleged partnership agreement attached as Exhibit 1 to Plaintiff’s complaint fails to identify Defendant JMB Studio, Inc. as a part to the agreement” contemplated as breached in the first cause of action. (Demurrer., 7:2-7.)

In opposition, Plaintiff argues in relevant part that the first cause of action is properly pleaded because the claim incorporates prior allegations made in the Complaint, which include allegations that JMB Studio was one of the parties that entered into the partnership agreement. (See Opp’n, 11:6-12:12 [citing paragraph 10 of the Complaint in particular for the pleading that “on or about March 1, 2021, FERNANDEZ and BORRANI, either individually or with JMB STUDIO, entered into the Partnership, under the name RFRM COLLECTIVE, to provide architectural services”].) Plaintiff also refers the Court to documents attached to his request for judicial notice showing that JMB Studio has filed Fictitious Business Name Statements with the County of Los Angeles indicating that it operates as RFRM Collective. (Opp’n, 12:12-13:11; see Opp’n, RJN, Exs. 1-2.) The Court notes, however, that such documents are not a part of the face of the Complaint, either through pleading or attachment of exhibits. (See Complaint generally; see also Judicial Notice discussion supra.)

In reply, Defendants Borrani, RFRM Collective, and JMB argue in relevant part that Plaintiff ignores the scope of the partnership agreement attached to the Complaint and instead improperly points the Court to extrinsic evidence that should not be considered on demurrer, and even were such evidence considered, it fails to tie JMB Studio to the partnership agreement because JMB Studio was not a party thereto and the partnership agreement contemplates a “Reform Collective,” not “RFRM Collective.” (Reply, 2:22-3:22.)

The Court agrees with Defendants to a point.

The Court notes that the Complaint sufficiently pleads that the partnership agreement at Exhibit 1 is an agreement relating to a partnership under the name of RFRM Collective because such pleadings are a reasonable construction of the partnership agreement.

However, the Court agrees that the partnership agreement undercuts the pleadings in the body of the Complaint as to JMB Studio.

The face of the Complaint includes the partnership agreement attached to the Complaint as Exhibit 1. (Frantz v. Blackwell, supra, 189 Cal.App.3d at p. 94.) Facts appearing therein supersede allegations in the body of the Complaint to the extent the two contradict one another. (Holland v. Morse Diesel Intern., Inc., supra, 86 Cal.App.4th at p. 1447.) The Complaint alleges that JMB Studio is a party to the agreement. (Complaint, ¶ 18.) Yet, a review of the partnership agreement fails to show that JMB Studio is tied to the agreement, instead showing signatures by Plaintiff Fernandez and Defendant Borrani, with Defendant RFRM Collective arguably being the overall partnership contemplated by the agreement itself. (See Complaint, Ex. 1.) Because the partnership agreement and allegations in the body of the Complaint contradict each other as to whether JMB Studio is a party to the agreement, the copy of the agreement takes precedence. (Holland v. Morse Diesel Intern., Inc., supra, 86 Cal.App.4th at p. 1447.) The face of the Complaint therefore fails to show JMB Studio is a party to the partnership agreement, for which reason JMB Studio cannot be liable for the breach of partnership agreement contemplated in the Complaint’s first cause of action.

Plaintiff Fernandez’s Fictitious Business Name Statements are not attached to the Complaint. Therefore, they are not part of the pleadings and not considered in analyzing Defendants’ demurrer. (See Judicial Notice discussion supra.)

Defendant Boranni, RFRM Collective, and JMB Studio’s demurrer to the first cause of action is thus SUSTAINED as to JMB Studio, With Leave to Amend.

Complaint, Second Cause of Action, Breach of Fiduciary Duty [Corp. Code, §§ 16404, subd. (c), 16405, subd. (b)(2)(A): SUSTAINED as to JMB Studio, With Leave to Amend.

The Complaint’s second cause of action is pleaded against Defendants Borrani, RFRM Collective, JMB Studio, and Does 1 through 20 and alleges breach of fiduciary duty on the grounds that Defendants “breached their fiduciary duty to Plaintiff by removing him from the Partnership for their own personal gain, greed and profit, thereby taking a[n] improper and illegal adverse interest to a partner of the Partnership,” by “intentionally repudiating the existence of the Partnership and denying Plaintiff’s interest in the Partnership business, and by converting Partnership assets to its own use.” (Complaint, ¶¶ 22-23.)

Defendants Borrani, RFRM Collective, and JMB Studio demur to the second cause of action on the grounds that “Plaintiff cannot come close to satisfying the standards for stating a cause of action against JMB Studio, Inc. for a breach of fiduciary duty” where “[t]here are no facts ple[ade]d in either the summary of facts (Complaint ¶¶ 7-14) or in the Second Cause of Action for Breach of Fiduciary Duty (Complaint ¶¶ 21-26) that identify any legally-imposed fiduciary relationship between FERNANDEZ and Defendant JMB STUDIO, INC.” (Demurrer, 7:24-28.)

In opposition, Plaintiff references the paragraphs in the Complaint stating the elements of breach of fiduciary duty against JMB Studio and further references JMB Studio’s dba filings as evidence that JMB Studio in fact operated as RFRM Collective. (See Opp’n, 13:19-14:11.)

In reply, Defendants Borrani, RFRM Collective, and JMB Studio argue that “Plaintiff has not alleged anything more than a duplicative claim for contract damages” and cannot show JMB Studio “is … a party to the subject contract identified in Exhibit 1 to Plaintiff s Complaint.” (Reply, 3:23-4:6.)

The Court agrees with Defendants’ argument as to JMB Studio not owing Plaintiff Fernandez fiduciary duties based on the face of the Complaint.

The Court adopts its discussion as to the first cause of action concluding that JMB Studio is not shown by the face of the Complaint to be a party to the partnership agreement attached as Exhibit 1 to the Complaint. If fiduciary duties to Plaintiff flow from that agreement (see Complaint, ¶¶ 7-14, 21-26), JMB Studio’s non-party status to the agreement defeats any breach of fiduciary duty claim against it.

Defendant Boranni, RFRM Collective, and JMB Studio’s demurrer to the second cause of action is thus SUSTAINED as to JMB Studio, With Leave to Amend.

Complaint, Third Cause of Action, Fraud [Corp. Code, §§ 1709, 3333]: SUSTAINED as to JMB Studio, With Leave to Amend.

The Complaint’s third cause of action is pleaded against Defendants Borrani, RFRM Collective, JMB Studio, and Does 1 through 20 and alleges fraud on the grounds that “[b]y entering into the Partnership agreement, Defendants promised that Defendants and Plaintiff would share equally in the ownership of the Partnership business and assets and in the profits and losses of the Partnership business,” which was false. (Complaint, ¶ 28.)

In relevant part, Defendants Borrani, RFRM Collective, and JMB Studio demur to the third cause of action on the grounds that “there are zero facts whatsoever as to any alleged statements or acts committed by Defendant JMB STUDIO, INC. to support Plaintiff’s fraud-related claims.” (Demurrer, 9:21-13.)

In opposition and in relevant part, Plaintiff argues that that the Complaint properly pleads misrepresentations by JMB Studio at paragraph 28 of the Complaint. (Opp’n, 15:9-11.)

In reply, Defendants Borrani, RFRM Collective, and JMB Studio argue that “Plaintiff was unable to cite to specific facts pled in the Complaint to support the[] two [fraud claims] against Defendant JMB Studio.” (Reply, 4:16-17.)

The Court agrees with Defendants.

The Complaint pleads allegations directly naming JMB Studio in paragraphs 4, 10, 14, 18, 23, and 32. None of these pleadings specifically state what misrepresentations JMB Studio made to Plaintiff Fernandez. (See Complaint, ¶¶ 4, 10, 14, 18, 23, 32.) To the extent that paragraph 28 is relied on to support the fraud claim, such allegations are insufficient to properly plead this cause of action against JMB Studio. Paragraph 28 merely argues that the collective Defendants made misrepresentations as to benefits Plaintiff would receive by entering the partnership agreement. (See Complaint, ¶ 28.) However, the Court has determined that JMB Studio is not shown by the pleadings to have been a party to the partnership agreement at issue. (See First Cause of Action discussion supra; see also Complaint, Ex. 1.) As a result, paragraph 28 of the Complaint rings hollow as a ground for arguing that the pleadings allege that JMB Studio was tied to the misrepresentations allegedly made to Plaintiff Fernandez.

Defendant Boranni, RFRM Collective, and JMB Studio’s demurrer to the third cause of action is thus SUSTAINED as to JMB Studio, With Leave to Amend.

Complaint, Fourth Cause of Action, Fraudulent Misrepresentation [Civ. Code, §§ 1567, 1571, 1572]: SUSTAINED as to All Defendants, With Leave to Amend.

The Complaint’s fourth cause of action is pleaded against Defendants Borrani, RFRM Collective, JMB Studio, and Does 1 through 20 and alleges fraudulent misrepresentation on the grounds that these Defendants owed fiduciary duties to Plaintiff Fernandez by virtue of the partnership agreement, that Defendants breached such duties by excluding Plaintiff from the partnership business and assets and by securing an advantage over Plaintiff by misleading him to his prejudice, and that Plaintiff placed confidence and relied on Defendants through September 16, 2022, when Plaintiff discovered Defendants’ actions related to breach of their fiduciary duties. (Complaint, ¶¶ 36-38.)

In relevant part, Defendants Borrani, RFRM Collective, and JMB Studio demur to the fourth cause of action on ground that the fourth cause of action is duplicative to the second cause of action for breach of fiduciary duty. (Demurrer, 8:6-9:8.)

In opposition, Plaintiff argues in relevant part that Plaintiff may plead causes of action in the alternative, for which reason the fourth cause of action may survive demurrer. (Opp’n, 16:21-25.)

In reply, Defendants Borrani, RFRM Collective, and JMB Studio fail to argue duplicativeness as to the fourth cause of action. (Reply, 4:10-24.)

The Court agrees with Defendants.

A general demurrer for sufficiency may be sustained against duplicative claims. (Palm Springs Villas II Homeowners Assn., Inc. v. Parth (2016) 248 Cal.App.4th 268, 290 [“a cause of action for breach of governing documents [that] appear[ed] to be duplicative of [a] cause of action for breach of fiduciary duty” is “recognized … as a basis for sustaining a demurrer”]; Rodrigues v. Campbell Industries (1978) 87 Cal.App.3d 494, 501 [finding demurrer was properly sustained without leave to amend as to cause of action that contained allegations of other causes and “thus add[ed] nothing to the complaint by way of fact or theory of recovery”]; see also Award Metals, Inc. v. Superior Court (1991) 228 Cal.App.3d 1128, 1135 [demurrer should have been sustained as to duplicative causes of action].)

The fourth cause of action is pleaded under a header for fraudulent misrepresentation but reads like a breach of fiduciary duty claim unconvincingly dressed as a fraud claim. (Compare Complaint, ¶¶ 36-38, with Complaint, ¶¶ 22-23 [fiduciary duties based on partnership agreement and harm to Plaintiff based on breach thereof].) As pleaded, the fraudulent misrepresentation claim therefore merely restates the breach of fiduciary duty claim, making it subject to general demurrer. (Palm Springs Villas II Homeowners Assn., Inc. v. Parth, supra, 248 Cal.App.4th at p. 277.)

Defendant Boranni, RFRM Collective, and JMB Studio’s demurrer to the fourth cause of action is thus SUSTAINED as to All Defendants, With Leave to Amend.

Complaint, Fifth Cause of Action, Partnership Accounting [Corp. Code, § 1405, subd. (b)]: SUSTAINED as to JMB Studio, With Leave to Amend.

The Complaint’s fifth cause of action is pleaded against Defendants Borrani, RFRM Collective, JMB Studio, and Does 1 through 20 and alleges partnership accounting on the grounds that on or about September 16, 2022, Defendants “assumed sole possession and control of the Partnership to the exclusion of Plaintiff … without making any accounting to Plaintiff of the income or disbursements, or of the net profits or losses realized by the Partnership,” “conduct [which was] wrongful, in that it was [a] violation of the Partnership agreement, (which gives each partner equal rights in the management and conduct of the partnership business,) and was a breach of Defendants’ fiduciary duties of loyalty and care to Plaintiff.” (Complaint, ¶ 43.)

Defendants Borrani, RFRM Collective, and JMB Studio demur to the fifth cause of action on the grounds that Plaintiff seeks an accounting from JMB Studio where there are no facts to support any partnership between these two parties and where Exhibit 1 to the Complaint does not identify JMB Studio as a party to the partnership agreement. (Demurrer, 10:7-11.)

In opposition and in relevant part, Plaintiff argues that JMB is properly tied to the fifth cause of action as a pleaded partner in RFRM Collective. (Opp’n, 17:1-8 [citing to paragraph 10 of the Complaint to tie JMB Studio as party to partnership agreement].)

In reply, Defendants Borrani, RFRM Collective, and JMB Studio argue that “Plaintiff relies upon one paragraph to support his claim that Defendant JMB Studio was a party to an alleged partnership agreement,” i.e., paragraph 10, but where JMB Studio is not shown to be a party to that agreement by Exhibit 1 to the Complaint. (Reply, 4:27-5:2.)

The Court agrees with Defendants.

The Court adopts its discussion as to the first cause of action to find that because the face of the Complaint, as shaped by Exhibit 1 to the Complaint, fails to plead that JMB Studio was a party to the partnership agreement at issue, JMB Studio cannot owe an accounting duty to Plaintiff related to the RFRM Collective partnership. (See First Cause of Action discussion supra.)

Defendant Boranni, RFRM Collective, and JMB Studio’s demurrer to the fifth cause of action is thus SUSTAINED as to JMB Studio, With Leave to Amend.

Complaint, Sixth Cause of Action, Declaratory Relief by Wrongfully Excluded Partner [Corp. Code, §§ 16401, subd. (f), 16405, subd. (b)(1):  SUSTAINED as to JMB Studio, With Leave to Amend.

The sixth cause of action is pleaded against Defendants Borrani, RFRM Collective, JMB Studio, and Does 1 through 20 and alleges a claim for Declaratory Relief on the grounds that a controversy exists between the parties as to issues related to the partnership agreement attached as Exhibit 1 to the Complaint. (See Complaint, ¶¶ 47-50.)

In relevant part, Defendants Borrani, RFRM Collective, and JMB Studio demur to the sixth cause of action on the ground that JMB Studio is not a party to the partnership agreement pursuant to a reading thereof. (See Demurrer, 10:23-24; see also Complaint, Ex. 1.)

In opposition and in relevant part, Plaintiff again relies on the extrinsic dba filings by JMB Studio to support an argument that JMB Studio is properly tied to the partnership agreement. (Opp’n, 19:2-8.)

In reply, Defendants Borrani, RFRM Collective, and JMB Studio argue that the sixth cause of action fails where “the written contract attached as Exhibit 1 to the Complaint fails to identify JMB Studio, Inc. as a party to the contract.” (Reply, 5:6-9.)

The Court agrees with Defendants.

The Court adopts its discussion as to the first cause of action to find that if JMB Studio is not properly shown by the face of the Complaint to be a party to the partnership agreement at issue, there can be no controversy related to rights and duties between Plaintiff and JMB Studio as to the RFRM Collective partnership. (See First Cause of Action discussion supra.)

Defendant Boranni, RFRM Collective, and JMB Studio’s demurrer to the sixth cause of action is thus SUSTAINED as to JMB Studio, With Leave to Amend.

Complaint, Seventh Cause of Action, Injunctive Relief: SUSTAINED as to JMB Studio, With Leave to Amend.

The seventh cause of action is pleaded against Defendants Borrani, RFRM Collective, JMB Studio, and Does 1 through 20 and alleges a claim for Injunctive Relief seeking to restrain these Defendants’ ability to engage in damaging behavior to Plaintiff by continuing to operate the RFRM partnership to Plaintiff’s detriment. (See Complaint, ¶¶ 52-56.)

In relevant part, Defendants Borrani, RFRM Collective, and JMB Studio demur to the seventh cause of action on the same ground as their demurrer to the sixth cause of action: JMB Studio is not a party to the partnership agreement pursuant to a reading thereof. (See Demurrer, 10:23-24; see also Complaint, Ex. 1.)

In opposition and in relevant part, Plaintiff argues that the Complaint properly pleads allegations that JMB Studio is a party to the partnership agreement (see, e.g., Complaint, ¶ 10), and further argues that the extrinsic dba filings by JMB Studio support this conclusion by showing the RFRM Collective partnership is a dba for JMB Studio. (Opp’n, 19:10-20:6.)

In reply, Defendants Borrani, RFRM Collective, and JMB Studio argue that the seventh cause of action fails where “the written contract attached as Exhibit 1 to the Complaint fails to identify JMB Studio, Inc. as a party to the contract.” (Reply, 5:6-9.)

The Court agrees with Defendants.

The Court adopts its discussion as to the first cause of action to find that if JMB Studio is not properly shown by the face of the Complaint to be a party to the partnership agreement at issue, there can be no grounds to restrain JMB Studio’s behavior related to the RFRM Collective partnership. (See First Cause of Action discussion supra.)

Defendant Boranni, RFRM Collective, and JMB Studio’s demurrer to the seventh cause of action is thus SUSTAINED as to JMB Studio, With Leave to Amend.

Conclusion

Defendants Javier Meier Borrani, RFRM Collective, and JMB Studio, Inc.’s Demurrer to Complaint is SUSTAINED, in Full, With Leave to Amend, because the seven causes of action pleaded therein do not sufficiently allege how Defendant JMB Studio, Inc. should be tied the partnership agreement that undergirds all seven claims.

Plaintiff is given FOURTEEN CALENDAR DAYS to file an amended pleading.