Judge: Barbara M. Scheper, Case: 22STCV25038, Date: 2022-12-07 Tentative Ruling
Case Number: 22STCV25038 Hearing Date: December 7, 2022 Dept: 30
Calendar No.
Saghian vs. MUFG
Union Bank, N.A., et. al., Case
No. 22STCV25038
Tentative Ruling
re: Defendant’s Motion to Strike
Defendant MUFG Union Bank, N.A.
(Defendant) moves to strike allegations in the Complaint of Plaintiff Richard
Saghian (Plaintiff). The motion is granted in part.
Any party may file a timely notice
of a motion to strike the whole or any part of a pleading. (Code Civ. Proc., §
435, subd. (b).) The motion may seek to strike any “irrelevant, false or
improper matter inserted in any pleading” or any part of the pleading “not
drawn or filed in conformity with the laws of this state, a court rule, or an
order of the court.” (Code Civ. Proc., § 436.) Irrelevant allegations include
allegations that are not essential to the statement of a claim, allegations
that are not pertinent to or supported by the claim and demands for judgment
requesting relief not supported by the allegations. (Code Civ. Proc., § 431.10,
subds. (b), (c).)
“[W]hen a substantive defect is clear from the
face of a complaint, such as a violation of the applicable statute of
limitations or a purported claim of right which is legally invalid, a defendant
may attack that portion of the cause of action by filing a motion to strike.” (PH
II, Inc. v. Superior Court (1995) 33 Cal.App.4th 1680, 1682–1683.)
The Complaint alleges that in April 2022 Defendant made a loan commitment
to Plaintiff for three 10-year, fixed rate mortgages at 2.25%. (Comp. ¶¶ 12-19.) In May 2022, after significant
changes in market conditions, Defendant informed Plaintiff that it would not
honor its loan commitment. (Comp. ¶¶ 20-25.) Plaintiff has asserted six causes of action against Defendant
based on Defendant’s alleged failure to honor its loan commitment, for: (1)
Breach of Loan Commitment; (2) Promissory Estoppel; (3) Fraud; (4) Negligent
Misrepresentation; (5) Violation of Bus. & Prof. Code sec. 17200; and (6)
Intentional Interference with Contractual Relations.
Punitive damages
Punitive damages may be imposed where it is proven by clear
and convincing evidence that the defendant has been guilty of oppression,
fraud, or malice. (Civ. Code, § 3294, subd. (a).) “To support punitive damages,
the complaint ... must allege ultimate facts of the defendant's oppression,
fraud, or malice.” (Cyrus v. Haveson (1976) 65 Cal.App.3d 306, 316-17.)
“Malice”
means conduct which is intended by the defendant to cause injury to the
plaintiff or despicable conduct which is carried on by the defendant with a
willful and conscious disregard of the rights or safety of others. (Civ. Code §
3294(c)(1).) “Oppression” is despicable conduct that subjects a person to cruel
and unjust hardship in conscious disregard of that person’s rights. (Civ. Code
§ 3294(c)(2).) “Fraud” means an intentional misrepresentation, deceit, or
concealment of a material fact known to the defendant with the intention on the
part of the defendant of thereby depriving a person of property or legal rights
or otherwise causing injury. (Civ. Code § 3294(c)(3)
“Civil Code section 3294, subdivision (b) sets
forth the circumstances under which an employer may be held liable for punitive
damages based upon acts of an employee. They include the employer's (1) advance
knowledge of the employee's unfitness; (2) authorization or ratification of the
wrongful conduct; and (3) personal culpability. Moreover, a corporate employer
may be liable only if the knowledge, authorization, ratification or act was on
the part of an officer, director or managing agent of the corporation.” (Grieves
v. Superior Court (1984) 157 Cal.App.3d 159, 167.)
Here, Defendant’s alleged fraudulent
misrepresentations regarding the loan commitment are sufficient to support
recovery of punitive damages. (Comp. ¶¶ 40-44.)
Plaintiff has also pled entitlement to recovery of punitive damages
against a corporate defendant; the alleged loan commitment was made by Defendant’s
high-level representatives including Defendant’s Director, Nader Razavi, and a
“Private Bank Mortgage Loan Officer of Residential Lending,” Rafael Mendez. (Comp.
¶¶ 10, 12-19.) Accordingly, the motion to strike is denied as to the
allegations related to punitive damages.
Attorney’s fees
“[A]s a general rule, attorney fees
are not recoverable as costs unless they are authorized by statute or
agreement.” (People ex rel. Dept. of
Corporations v. Speedee Oil Change Systems, Inc. (2007) 147 Cal.App.4th
424, 429.)
Plaintiff argues that
he may recover attorney’s fees pursuant to statute as a private attorney
general under the Unfair Competition Law (UCL). “[T]he UCL does not provide for
attorney fees, and relief is generally limited to injunctive relief and
restitution. [Citation.] ‘If a plaintiff prevails in an unfair competition law
claim, it may seek attorney fees as a private attorney general pursuant to Code
of Civil Procedure section 1021.5.’ ” (Davis v. Ford Motor Credit Co. LLC
(2009) 179 Cal.App.4th 581, 600.) Under Code Civ. Proc. section 1021.5, “a
court may award attorneys' fees to a successful party against one or more
opposing parties in any action which has resulted in the enforcement of an
important right affecting the public interest…” (Code Civ. Proc., § 1021.5.)
Here, however, Plaintiff has pled no facts suggesting that this action involves
“the enforcement of an important right affecting the public interest.”
Plaintiff
has also failed to allege any grounds for recovery of attorney’s fees pursuant
to contract. Accordingly, the motion to strike is granted as to the prayer for
reasonable attorney’s fees. (Comp., Prayer 6.)
Equitable Relief
Defendant
also moves to strike the prayers “[f]or specific performance” and “[f]or
injunctive and other equitable relief.” (Comp., Prayer 1-2.)
To obtain specific performance after a breach
of contract, a plaintiff must generally show: “(1) the inadequacy of his legal
remedy; (2) an underlying contract that is both reasonable and supported by
adequate consideration; (3) the existence of a mutuality of remedies; (4)
contractual terms which are sufficiently definite to enable the court to know
what it is to enforce; and (5) a substantial similarity of the requested
performance to that promised in the contract. [Citations.]” (Real Estate
Analytics, LLC v. Vallas (2008) 160 Cal.App.4th 463, 472; 58 Cal. Jur. 3d
Specific Performance § 65.)
“The basic rule is that . . . specific
performance will be granted only when the legal remedy, such as an action for
damages, is inadequate.” (Valley Crest Landscape Development, Inc. v.
Mission Pools of Escondido, Inc. (2015) 238 Cal.App.4th 468, 492.) “[T]he
facts which are necessary to be proved to establish a right to specific performance
must also be alleged.”
(Foley v. Cowan (1947) 80 Cal.App.2d 70, 74–75.)
Plaintiff
has failed to plead facts indicating that his legal remedy would be inadequate.
Plaintiff’s alleged damages arise from Defendant’s failure to honor the loan
commitment and Plaintiff’s subsequent inability to obtain an equivalent loan.
(Comp. 58.) These allegations show that the remedy of damages would be adequate.
(C.f. Valley Crest Landscape Development, Inc., 238 Cal.App.4th at 492
[“By alleging, down to the penny, the precise amount of money sought to be
recovered from Mission Pools, the first amended cross-complaint disclosed the
legal remedy of damages was adequate.”].)
Accordingly,
the Court grants the motion as to the prayers for specific performance and
equitable relief.