Judge Daniel M. Crowley, Case Number: 24STCV32486, Date: 2025-04-16 Tentative Ruling

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Defendant Pocrass & De Los Reyes LLP demurs to the three causes of action asserted in Plaintiff’s complaint, arguing (1) Plaintiff has failed to state a claim, (2) Plaintiff has failed to name the proper defendant, and (3) the complaint is fatally uncertain.

Plaintiff filed its opposition on April 2, 2025. On April 8, 2025, Defendant replied.

Plaintiff West Coast Archives, LLC filed this action against defendant Pocrass & De Los Reyes LLP on December 10, 2024, for (1) breach of written contract, (2) quantum meruit, and (3) open book account. Plaintiff alleges it provided record management services to Defendant law firm under its prior name, Pocrass Heimanson & Wolf LLP, starting in 2009. (Compl., ¶ 6 and Exh. A [written contract].) In 2011, Defendant changed its name to Pocrass & De Los Reyes LLP. (Id., ¶ 7.) The parties’ arrangement continued as normal. In July 2023, Defendant stopped paying Plaintiff for its services, and it currently owes Plaintiff approximately $40,000.00. (Id., ¶ 11.) Plaintiff sued.

Where pleadings are defective, a party may raise the defect by way of a demurrer. (Coyne v. Krempels (1950) 36 Cal.2d 257, 262.) A demurrer for sufficiency tests whether the complaint alleges facts sufficient to constitute a cause of action. (Cal. Code Civ. Proc. § 430.10; Young v. Gannon (2002) 97 Cal.App.4th 209, 220.)

When considering a demurrer, a court reads the allegations stated in the challenged pleading liberally and in context, and “treat[s] the demurrer as admitting all material facts properly pleaded, but not contentions, deductions or conclusions of fact or law.” (Serrano v. Priest (1971) 5 Cal.3d 584, 591.) Put differently: for purposes of demurrer, the court treats all facts alleged – but only the facts alleged – in the complaint as true. (Picton v. Anderson Union High School District (1996) 50 Cal.App.4th 726, 732.) “The only issue involved in a demurrer hearing is whether the complaint, as it stands, unconnected with extraneous matters, states a cause of action.” (Hahn v. Mirda (2007) 147 Cal.App.4th 740, 747.)

“Before filing a demurrer ... , the demurring party shall meet and confer in person or by telephone with the party who filed the pleading that is subject to demurrer for the purpose of determining whether an agreement can be reached that would resolve the objections to be raised in the demurrer.” (Code Civ. Proc., § 430.41(a).)

Defendant filed no declaration attesting it met and conferred. The Court nonetheless proceeds to consider the merits for the sake of efficiency, because the complaint is not defective.

The defendant is properly named. Defendant argues it is the successor entity to the contracting party and Plaintiff has not alleged a written assignment as required by the statute of frauds. However, accepting the complaint as true, as the Court must, Defendant changed its name in 2011 but remains the same entity. (See Compl., ¶ 7 [referring to “law firm’s name change”].) For the Court to treat Defendant as a different entity, not bound to the 2009 agreement, the Court would have to admit evidence outside the four corners of the Complaint. The statute of frauds is a rule of evidence and can be raised as an affirmative defense. (See Secrest v. Security National Mortgage Loan Trust 2002-2 (2008) 167 Cal.App.4th 544, 551-552.) It does not defeat a complaint unless the complaint concedes the defense on its face. (Cf. Leasequip, Inc. v. Dapeer (2002) 103 Cal.App.4th 394, 400 [equivalent rule for statute of limitations].)

Plaintiff otherwise pleads all its claims’ elements with certainty. For breach of contract, Plaintiff attaches the written contract and alleges it provided services and Defendant has failed to pay. (See Richman v. Hartley (2014) 224 Cal.App.4th 1182, 1186.) For quantum meruit, Plaintiff alleges it provided services and has unjustly not been paid. (See Lectrodryer v. SeoulBank (2000) 77 Cal.App.4th 723, 726.) For an open book account, the Court finds the complaint alleges with reasonable certainty that Plaintiff keeps an account of the services it provides Defendant and payments received, such that Plaintiff places Defendant on notice of the basis for its claim. (State Compensation Insurance Fund v. ReadyLink Healthcare, Inc. (2020) 50 Cal.App.5th 422, 449 [open book account]; see also Chen v. Berenjian (2019) 33 Cal.App.5th 811, 822 [demurrer for uncertainty disfavored].)

Hon. Daniel M. Crowley

Judge of the Superior Court