Judge: Christian R. Gullon, Case: 23PSCV02133, Date: 2025-02-19 Tentative Ruling

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Case Number: 23PSCV02133    Hearing Date: February 19, 2025    Dept: O

Tentative Ruling

Defendant Ly’s Motion for Judgment on the Pleadings is GRANTED, with leave to amend.

Background

This is a contracts case. Plaintiff Wanchun Tan alleges the following against Defendants Monet Heart Management, LLC (“the LLC”) and Vanessa Ly: In November 2022, the parties entered into an agreement wherein Plaintiff loaned Defendants $45,000 to do office repairs and Defendants were to make installment payments of $450 per month, but Defendants defaulted on the note. Plaintiff alleges damages of $49,500 plus interest at a rate of 10% per year beginning November 2, 2022.

On September 27, 2023, Defendant Ly filed her answer (filed in pro per).

On April 25, 2024, Defendant Ly filed a substitution of attorney naming Les V. Amponsah as counsel.

On October 25, 2024, the LLC filed its answer.

On January 28, 2025, Defendant Ly filed the instant motion for judgment on the pleadings (MJOP).

Discussion

Defendant moves for a judgment on Plaintiff’s complaint for variety of reasons such as that (i) the Complaint fails to establish Defendant’s personal liability as she signed the contract in her capacity as preside^[1]nt of an LLC and not as a personal guarantor; (ii) Plaintiffs Complaint is flawed because it misidentifies Defendant by misspelling her name; (iii) the complaint fails to calculate the amount owed under the contract,^[2] (iv) fails to demonstrate compliance with critical notice provisions in the contract; and (v) the common counts claim fails.

The court will only focus on the first argument.

Defendant points to section 7.1 of the Promissory Note, which is entitled ‘Obligations of Persons Under This Note.” (Complaint p. 7 of 8 of PDF.) According to that section, “[i]f more than one persons signs th[e] Note, each person is fully and personally obligated to keep all of the promises made in this Note. Defendant signed the Note in her capacity as the president of the LLC and not as a personal guarantor, surety, or endorser.

Here, though not analyzed by Defendant, corporations are persons under the law. (People v. Wetle (2019) 43 Cal.App.5th 375.) Accordingly, more than two people signed this Note. Additionally, though not argued by Defendant, in general, members of an LLC are not liable for debts, obligations, or other liabilities of the entity. (CB Richard Ellis, Inc. v. Terra Nostra Consultants (2014) 230 Cal.App.4th 405.)^[3] Therefore, Plaintiff's attempt to hold Defendant personally liable is legally insufficient.

Conclusion

Based on the foregoing, the motion is granted. As there is a strong likelihood that all the defects can be cured with amendment, the court grants leave to amend.