Judge Blaine K. Bowman, Case 37-2023-00025453-CU-BC-NC 2023-12-08 Tentative Ruling

Judge: Blaine K. Bowman, Case: 37-2023-00025453-CU-BC-NC, Date: 2023-12-08 Tentative Ruling

SUPERIOR COURT OF CALIFORNIA,

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SOUTH BUILDING TENTATIVE RULINGS - December 07, 2023

12/08/2023 10:00:00 AM N-31 COUNTY OF SAN DIEGO

JUDICIAL OFFICER:Blaine K. Bowman

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Civil - Unlimited Breach of Contract/Warranty Demurrer / Motion to Strike 37-2023-00025453-CU-BC-NC RENOVATE PROPERTIES, LLC VS MAYENCOURT [IMAGED] CAUSAL DOCUMENT/DATE FILED: Demurrer, 09/05/2023

The Demurrer to Complaint brought by defendant Lisa Mayencourt, individually and as Trustee of The Moore Family Trust (Ms. Mayencourt) is OVERRULED. Ms. Mayencourt's time to answer or otherwise plead shall be as set forth in California Rules of Court, rule 3.1320.

The Request for Judicial Notice brought by plaintiff Renovate Properties LLC (Plaintiff) is GRANTED pursuant to Evidence Code § 450, et seq., but only as to the existence of the document.

Background This case pertains to the sale of a residential home located at 520 Huff Street, Vista, California 92083.

Plaintiff alleges that it entered into a formal written agreement to purchase that property. Plaintiff is the buyer under that written agreement.

The seller under that written agreement is 'The Moore Family Trust, Dated December 10, 1996.' The signature line of that written agreement calls for the 'Seller Signature,' and above that line the written agreement has been signed by 'Lisa Mayencourt.' That signature does not distinguish between Ms.

Mayencourt's capacity as an individual or as the Trustee of The Moore Family Trust, Dated December 10, 1996 (the Trust). Plaintiff expressly alleges that Ms. Mayencourt is the 'successor trustee of The Moore Family Trust, Dated December 10, 1996.' (Complaint, ¶ 6.) Plaintiff alleges that it opened escrow and provided a non-refundable deposit to said escrow 'as a good faith payment' in the amount of $20,000.00. (Complaint, ¶ 7.) However, the same day that Plaintiff deposited said money, it is alleged that Ms. Mayencourt backed-out of the deal and indicated that she was no longer interested in selling to Plaintiff. (Complaint, ¶ 7.) Plaintiff is now suing Ms. Mayencourt for breach of contract and for declaratory relief. Plaintiff is suing Ms. Mayencourt in both her capacity as an individual and her capacity as a trustee of the Trust.

Ms. Mayencourt demurs on grounds of failure to state a claim and uncertainty. (Code of Civil Procedure § 430.10(e) and (f).) Merits of Motion Ms. Mayencourt demurs as to the capacity in which she is being sued – i.e. since she only signed the written contract in question as trustee, she claims she can only be sued as trustee. Actually, Ms.

Mayencourt appears to take this argument a step further and argue that she cannot be sued at all – only the Trust can be named as a party to this lawsuit. This argument lacks merit. Unlike a corporation or a Calendar No.: Event ID: TENTATIVE RULINGS

3016345 CASE NUMBER: CASE TITLE: RENOVATE PROPERTIES, LLC VS MAYENCOURT [IMAGED] 37-2023-00025453-CU-BC-NC limited liability company, which is an entity itself, a trust can only operate through its trustee(s) and lawsuit by or against a trust must necessarily involve the named trustee. As such, there is no basis to sustain a demurrer as to Ms. Mayencourt when the allegations state that she is, in fact, the trustee of the Trust that is a party to the written agreement in question.

Ms. Mayencourt demurs on grounds that the terms of the written agreement did not call for use of an escrow company, such that the decision to put money into an escrow account (and the resulting damages that result from not being able to get said nonrefundable monies back from the escrow company) does not amount to the terms of the contract. Even if this were true, the facts alleged describe Ms. Mayencourt as backing-out of the transaction after the agreement was signed. This backing-out is sufficient allegation of a breach, and the damages that resulted from that breach may include the monies deposited into escrow to the extent that Plaintiff was relying on Ms. Mayencourt's agreement to the terms of the contract when it made the deposit in the first place.

Ms. Mayencourt also argues that the terms of the written agreement are not sufficiently definite because they contain language that 'Seller must not be in the negative when mortgage is paid off' and 'if Seller owes more than what Buyer can pay, contract is canceled.' The Court does not view these as sufficiently indefinite or vague as to be unenforceable. In her reply brief, Ms. Mayencourt asks: 'What can Buyer pay? How much does the Seller have in debt that she owes?' These are questions that, after discovery and production of evidence, a fact-finder may be able to answer, which is sufficient to overcome demurrer.

Finally, Ms. Mayencourt argues that the demurrer should be sustained as to her in her individual capacity. In fact, she argues that 'no contract was ever formed.' This is precisely why Ms. Mayencourt remains as a defendant in this lawsuit in her individual capacity. Under California law, a plaintiff is allowed to plead fact 'in the alternative' to cover those situations in which a plaintiff might plead one fact (such as the existence of a written contract) but need to account for a scenario in which a defendant is able to disprove that fact (again, the existence of a written contract) but may still be able to prevail in terms of obtaining relief on a different legal theory (such as the existence of an oral contract or a contract implied by conduct). To the extent that Ms. Mayencourt is arguing that no written contract was formed, the allegations state sufficient facts to demonstrate that Ms. Mayencourt was involved with a negotiation and purported formation of a written agreement. If a finder of fact agrees with Ms.

Mayencourt that no written agreement was formed due to her argued infirmities and vagueness in the written document provided, as an alternative to that, Plaintiff has stated sufficient facts to portray Ms.

Mayencourt has having been involved in conduct that created the impression that an agreement had been formed, which itself might amount to a contract implied by conduct.

Unless the ruling(s) above indicate that an appearance is necessary, parties who wish to submit, who are satisfied with the above tentative ruling(s), and/or who do not otherwise wish to argue the motion(s) are encouraged to give notice to the Court and each other of their intention not to appear.

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