Judge: Barbara M. Scheper, Case: 22STCV36723, Date: 2023-03-07 Tentative Ruling

Case Number: 22STCV36723    Hearing Date: March 7, 2023    Dept: 30

Dept. 30

Calendar No.

Harutyunyan vs. Hakobyan, et. al., Case No. 22STCV36723

Tentative Ruling re:  Defendant’s Demurrer to First Amended Complaint

Defendant Anna Hakobyan (Hakobyan) demurs to the First Amended Complaint of Plaintiff Karen Harutyunyan (Plaintiff). The demurrer is sustained with ten (10) days leave to amend.

In reviewing the legal sufficiency of a complaint against a demurrer, a court will treat the demurrer as admitting all material facts properly pleaded, but not contentions, deductions, or conclusions of law. (Blank v. Kirwan (1985) 39 Cal.3d 311, 318 (Blank); C & H Foods Co. v. Hartford Ins. Co. (1984) 163 Cal.App.3d 1055, 1062.) It is well settled that a “demurrer lies only for defects appearing on the face of the complaint[.]” (Stevens v. Superior Court (1999) 75 Cal.App.4th 594, 601.) “The rules by which the sufficiency of a complaint is tested against a general demurrer are well settled. We not only treat the demurrer as admitting all material facts properly pleaded, but also give the complaint a reasonable interpretation, reading it as a whole and its parts in their context.” (Guclimane Co. v. Stewart Title Guaranty Co. (1998) 19 Cal.4th 26, 38 (internal quotes omitted).) For purposes of ruling on a demurrer, the complaint must be construed liberally by drawing reasonable inferences from the facts pleaded. (Wilner v. Sunset Life Ins. Co. (2000) 78 Cal.App.4th 952, 958.)

When ruling on a demurrer, the Court may only consider the complaint’s allegations or matters which may be judicially noticed. (Blank, supra, 39 Cal.3d at p. 318.) The Court may not consider any other extrinsic evidence or judge the credibility of the allegations plead or the difficulty a plaintiff may have in proving his allegations. (Ion Equip. Corp. v. Nelson (1980) 110 Cal.App.3d 868, 881.) A demurrer is properly sustained only when the complaint, liberally construed, fails to state facts sufficient to constitute any cause of action. (Kramer v. Intuit Inc. (2004) 121 Cal.App.4th 574, 578.)

“A cause of action for breach of contract requires pleading of a contract, plaintiff's performance or excuse for failure to perform, defendant's breach and damage to plaintiff resulting therefrom.” (Hale v. Sharp Healthcare (2010) 183 Cal.App.4th 1373, 1387.)

Plaintiff’s FAC alleges three causes of action against Hakobyan, for breach of written contract, breach of oral contract, and account stated.

Plaintiff’s claim for breach of written contract alleges that he entered into a Management Agreement with Hakobyan and A&H Management, Hakobyan’s company, under which Hakobyan and A&H “would act as the management company for the home health business operating under the Plaintiff’s license.” (FAC p. 4.) Plaintiff alleges that the defendants breached the agreement on September 1, 2022, by “mishandling accounts and payment of its liabilities and other obligations which can cause Plaintiff’s license with the California Health Board to fall out of good standing.” (Ibid.)

The copy of the Management Agreement attached to the FAC is made between Plaintiff and A&H. (FAC p. 22.) As Hakobyan is not a party to this contract, Plaintiff’s claim for breach of written contract against her fails.

            Under the cause of action for breach of oral contract, Plaintiff alleges that he “sold his license to conduct a California Home Health Business to the Defendant for a total of $280,000. Defendant orally agreed to purchase the license and Defendant agreed to make monthly payments until the balance of the purchase price was paid off. Defendants, Davit Hakobyan and Pogos Tofalyan executed the contract. However, Defendant, Anna Hakobyan orally agreed to all terms of the Contract.” (FAC p. 6.) A copy of the written Stock Transfer Agreement between Plaintiff, Davit Hakobyan, and Tofalyan is attached to the FAC. The Court agrees with Defendants that the alleged oral agreement between Plaintiff and Anna Hakobyan is barred by the parol evidence rule.

“The parol evidence rule generally prohibits the introduction of any extrinsic evidence to vary or contradict the terms of an integrated written instrument. [Citation.] It is based upon the premise that the written instrument is the agreement of the parties. [Citation.] Its application involves a two part analysis: 1) was the writing intended to be an integration, i.e. a complete and final expression of the parties' agreement, precluding any evidence of collateral agreements [Citation]; and 2) is the agreement susceptible of the meaning contended for by the party offering the evidence?” (Gerdlund v. Electronic Dispensers International (1987) 190 Cal.App.3d 263, 270.)

“When the parties to a written contract have agreed to it as an ‘integration’—a complete and final embodiment of the terms of an agreement—parol evidence cannot be used to add to or vary its terms. . . . The crucial issue in determining whether there has been an integration is whether the parties intended their writing to serve as the exclusive embodiment of their agreement.” (Masterson v. Sine (1968) 68 Cal.2d 222, 225.)

Here, the attached Stock Transfer Agreement contains an integration clause that provides, “This Agreement . . . constitute[s] the entire agreement of the parties and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and, except as expressly provided herein, are not intended to confer upon any other Person any rights or remedies hereunder.” (FAC p. 15.) The Transfer Agreement’s integration clause contradicts the allegation that Hakobyan made a separate oral contract with Plaintiff to the same terms of the written agreement. The parol evidence rule does not “permit proof of a collateral agreement which contradicts an express provision of the written agreement,” because “it cannot reasonably be presumed that the parties intended to integrate two directly contradictory terms in the same agreement.” (Gerdlund, 190 Cal.App.3d at 271.)

Because Plaintiff’s claims against Hakobyan for breach of written contract and breach of oral contract both fail, Plaintiff’s second cause of action for account stated also fails as against Hakobyan.