Judge David A. Hoffer, Case 30-2022-1253375 2022-11-21 Tentative Ruling

Judge: David A. Hoffer, Case: 30-2022-1253375, Date: 2022-11-21 Tentative Ruling

Defendant Golden Ticket Real Estate II, Inc.’s (Golden) demurrer to plaintiff Sheldon Development, LLC’s (Sheldon) First Amended Complaint (FAC) is OVERRULED.

The 1^st, 2^nd and 4^th causes of action for breach of contract, breach of implied covenant of good faith and fair dealing, and breach of fiduciary duty, respectively, are not barred by the two-year statute of limitations under Civil Code section 2079.4 as this statute applies to claims for failure to inspect and disclose defects. (See Civ. Code, § 2079 [duty to inspect and disclose].) Additionally, the first cause of action for breach of contract is subject to a different statute of limitations. (See William L. Lyon & Associates, Inc. v. Superior Court (2012) 204 Cal.App.4th 1294, 1307 [breach of contract statute of limitations governs claims arising under buyer-broker agreement].)

The 3^rd cause of action for intentional misrepresentation sufficiently pleads justifiable reliance. “A complaint for fraud must allege the following elements: (1) a knowingly false representation by the defendant; (2) an intent to deceive or induce reliance; (3) justifiable reliance by the plaintiff; and (4) resulting damages.” (Service by Medallion, Inc. v. Clorox Co. (1996) 44 Cal.App.4th 1807, 1816.) “‘It must be shown that the plaintiff actually relied upon the misrepresentation; i.e., that the representation was “an immediate cause of his conduct which alters his legal relations,” and that without such representation, “he would not, in all reasonable probability, have entered into the contract or other transaction.”’” (Okun v. Morton (1988) 203 Cal.App.3d 805, 828, internal citations omitted.)

Golden argues that the Sheldon entered into the Broker Agreement on 8/21/19 and knew prior to that date of the alleged misrepresentations by Palanca. Therefore, Golden claims there was no justifiable reliance.

The FAC alleges Sheldon would not have entered into the Broker Agreements had it known that Palanca was not going to represent its interests and put its financial interests first. (FAC ¶ 82.) Further, Sheldon never stated it entered the Broker Agreement on 8/21/19. Rather, it alleged Golden and Palanca did not execute the “Possible Representation of More than One Buyer or Seller – Disclosure and Consent”, which was provided to Sheldon on 3/11/15, until the close of escrow on 8/21/19. (FAC ¶ 10.) Essentially, Sheldon claims Golden and Palanca delayed signing that document until close of escrow. Also, the FAC alleges Golden and Palanca were “representing” Sheldon in the transactions with the Gatti and Lin Trusts for the purchase of the subject properties since March 2015. Golden does not cite any authority that the agreement had to be in writing to be enforceable.

Golden is to file an Answer within 10 days.

Sheldon is ordered to give notice of this ruling.