Judge: Cherol J. Nellon, Case: 22STCV31181, Date: 2024-08-13 Tentative Ruling

Case Number: 22STCV31181    Hearing Date: August 13, 2024    Dept: 14

#3

Case Background

This is an action for breach of contract. Plaintiff alleges that Defendant leased property from Plaintiff and failed to pay rent June and September 2021. After the parties entered a new lease which required Defendant to repay the missed rent, Defendant failed to repay the rent and failed to pay subsequent months of rent.

On September 26, 2022, Plaintiff P. Intercontinental, Inc. filed its Complaint against Defendant Zonzon Organic, LLC.

On June 21, 2024, Defendant filed an answer as a self-represented corporation.

On July 15, 2024, Plaintiff filed this motion to strike Defendant’s Answer.

Instant Pleading

Plaintiff moves to strike Defendant’s Answer.

Decision

Plaintiff’s motion to strike is GRANTED with 60 days leave to amend.

Discussion

Plaintiff moves to strike Defendant’s Answer on the grounds that Defendant may not represent itself without counsel in civil litigation.

Plaintiff cites Clean Air Transp. Sys. v. San Mateo County Transit Dist. (1988) 198 Cal. App. 3d 576, 578 in support of its motion. In Clean Air, a trial court sustained a demurrer with leave to amend because a corporation could not appear unless it was represented by an attorney. The plaintiff was an individual bringing the action on behalf of the corporation. (Id.) The trial court determined the individual could not bring the action on behalf of the corporation because she was not an attorney. (Id.) After the corporation failed to amend the complaint and obtain legal representation, the court granted a motion to dismiss. (Id.) On appeal, the dismissal was affirmed. (Id.)

A corporation is an artificial entity created by law that may only act in its affairs through agents and representatives who are natural persons. (CLD Construction, Inc. v. City of San Ramon (2004) 120 Cal.App.4th 1141, 1146 (CLD), citing Merco Constr. Engineers, Inc. v. Municipal Court (1978) 21 Cal.3d 724, 730, 147.) Because a corporation may only act through an agent, any corporate agent who is not an attorney who appears on behalf of a corporation in a court proceeding engages in the unlicensed practice of law. (CLD at p.1146.) It is a long-standing common law rule that a corporation must be represented by an attorney in a court proceeding and that a corporation may not represent itself in propria persona. (CLD at p. 1145.)

A pleading filed by a corporation representing itself is defective because it is not properly subscribed by the party or his attorney as required under Code Civ. Proc., section 446(a). (CLD at p. 1146.) Although a court may strike a pleading filed by an unrepresented corporation because it is not subscribed by an attorney, the defect is curable. (CLD at p.1146.) The rule requiring representation by an attorney does not deprive a corporation of the capacity to be a party to a lawsuit and is not a fact essential to a corporation’s cause of action. (Id. at p. 1150.) Because the lack of legal representation is a curable defect, leave to amend must be granted after a motion to strike is granted on this ground. (Id. at p. 1151.)

Here, Defendant’s Answer is subscribed as “Zonzon Organic, LLC.” The Answer is not properly subscribed because Defendant cannot act except through a natural person and the subscription was not made by a natural person. There is no indication that Defendant is represented by an attorney or that the Answer was subscribed by an attorney, the Answer is defective for failing to comply with Code Civ. Proc., section 446(a). The motion to strike is granted with leave to amend.

 Conclusion

Plaintiff’s motion to strike is GRANTED with 60 days leave to amend.