Judge: Edward B. Moreton, Jr., Case: 23SMCV05304, Date: 2024-02-02 Tentative Ruling
Case Number: 23SMCV05304 Hearing Date: April 9, 2024 Dept: 205
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CARL BARNEY, Plaintiff, v. SIENNA CHARLES LLC, et al., Defendants. |
Case No.: 23SMCV05304 Hearing Date: 4/9/24 Trial Date: N/A [TENTATIVE] RULING RE: DEMURRER TO COMPLAINT; MOTION TO STRIKE |
Background
This action arises
from the alleged breach of an agreement for the arrangement of travel
accommodations. On April 22, 2022, in the Superior Court of California, County
of Orange, Plaintiff Carl Barney (“Plaintiff”) filed a Complaint against
Defendants Sienna Charles LLC (“Sienna”), Jaclyn Sienna India-Reinert
(“India-Reinert”) (collectively “Defendants”), and DOES 1 through 20,
inclusive, alleging causes of action for: (1) breach of contract, (2) fraud,
(3) unjust enrichment and imposition of constructive trust, and (4) unfair
business practices.
This action was
later transferred from the Superior Court of County of California, County of
Orange to this Court based on the parties’ stipulation to change venue.
The Complaint
alleges the following: according to its website, Defendant Sienna “curates and
designs the ultimate ultra-travel luxury & lifestyle experiences,
exclusively for family offices & CEO’s.” (Complaint, ¶ 8.) Defendants
Sienna and India-Reinert promise to provide their members “unparalleled taste
& expertise in all aspects of luxury” and claim to offer such service due
to Defendant India-Reinert’s “rigorous travels unearthing the sublime, coupled
with her insight into the complex needs of ultra-high net worth individuals,
informing [their] personalized approach.” (Complaint, ¶ 8.) Plaintiff alleges
that in mid-2021, he desired to obtain the services of a high-level,
full-service VIP travel agency to arrange all of the details for a three-week
trip to Europe (the “Europe Trip”). (Complaint, ¶ 9.) Due to his inquires,
Plaintiff was contacted by Defendant India-Reinert to discuss the services that
she and Defendant Sienna were purportedly capable of providing. (Complaint, ¶
10.) Plaintiff was assured by Defendant India-Reinert on multiple occasions
that she knew how to get her clients access to exclusive experiences that would
otherwise be unavailable to them. (Complaint, ¶ 10.)
Defendant
India-Reinert claimed to be able to provide extraordinary private travel and
the ability for Plaintiff to access the top experts for his vacations.
(Complaint, ¶ 10.) Defendant India-Reinert further represented to Plaintiff
that if he became a member of Defendant Sienna, she would take care of all of
the details related to his travel, accommodations, and activities by
hand-picking and coordinating all logistics for Plaintiff’s vacations.
(Complaint, ¶ 10.) Specifically relying on the oral representations of
Defendant India-Reinert and on Defendant Sienna’s marketing materials,
Plaintiff alleges that he was coerced to pay seventy-five thousand dollars (the
“Membership Payment”) for personalized services for the Europe Trip and
multiple additional trips he desired to have planned over a one-year period
(the “Unintegrated Membership Agreement”). Plaintiff alleges that Defendants
did not deliver on their promises pertaining to the Europe Trip. (Complaint, ¶¶
12-14.) Plaintiff also sought to utilize Defendants’ services for a planned
three-week trip to the Middle East (the “Middle East Trip”), concerning which
Plaintiff also alleges wrongful actions. (Complaint, ¶¶ 14-18.)
On January 3,
2024, Defendants filed a demurrer to each cause of action in the Complaint, as
well as a motion to strike portions of the Complaint. On January 22, 2024,
Plaintiff filed a combined opposition to the demurrer and motion to strike, to
which Defendants replied on January 24, 2024.
Meet and Confer
Per
Code of Civil Procedure section 430.41, subdivision (a), the parties were
required to meet and confer in person, by telephone, or by video conference
before bringing the demurrer. (Code Civ. Proc., § 430.41, subd. (a).) An
insufficient meet and confer process is not grounds to overrule or sustain a
demurrer. (Code Civ. Proc., § 430.41, subd. (a)(4).) A motion to strike also
requires a meet and confer process, which is procedurally identical to the meet
and confer process prior to filing a demurrer. (Code Civ. Proc., § 435.5.)
Counsel for
Defendants, Kenneth G. Ruttenberg (“Ruttenberg”), declares in support of the
demurrer and motion to strike that he met and conferred via an e-mailed letter to
Plaintiff’s counsel as to the demurrer and motion to strike.
The Court finds
that the meet and confer requirement has not been met. The Court nevertheless
will assess the demurrer and motion to strike on the merits. The Court reminds
the parties of the need in the future to comply with the requirements of the
Code of Civil Procedure.
Legal Standard/Applicable Law
In reviewing the legal sufficiency of a
complaint against a demurrer, a court will treat the demurrer as admitting all
material facts properly pleaded. (Blank v. Kirwan (1985) 39 Cal.3d 311,
318; C & H Foods Co. v. Hartford Ins. Co. (1984) 163 Cal.App.3d
1055, 1062.) It is well settled that a “demurrer lies only for defects
appearing on the face of the complaint[.]” (Stevens v. Superior Court
(1999) 75 Cal.App.4th 594, 601.) “The rules by which the sufficiency
of a complaint is tested against a general demurrer are well settled. We not
only treat the demurrer as admitting all material facts properly pleaded, but
also give the complaint a reasonable interpretation, reading it as a whole and
its parts in their context.” (Guclimane Co. v. Stewart Title Guaranty Co. (1998)
19 Cal.4th 26, 38 (internal quotes omitted).) For purposes of ruling
on a demurrer, the complaint must be construed liberally by drawing reasonable
inferences from the facts pleaded. (Wilner v. Sunset Life Ins. Co.
(2000) 78 Cal.App.4th 952, 958.)
When
ruling on a demurrer, the Court may only consider the complaint’s
allegations or matters which may be
judicially noticed. (Blank, supra, 39 Cal.3d at p. 318.) The Court may
not consider any other extrinsic evidence or judge the credibility of the
allegations or the difficulty a plaintiff may have in proving his allegations.
(Ion Equip. Corp. v. Nelson (1980) 110 Cal.App.3d 868, 881.) A demurrer
is properly sustained only when the complaint, liberally construed, fails to
state facts sufficient to constitute any cause of action. (Kramer v. Intuit
Inc. (2004) 121 Cal.App.4th 574, 578.)
The
court may, upon a motion, or at any time in its discretion, and upon terms it
deems proper, strike any irrelevant, false, or improper matter inserted in any
pleading. (Code Civ. Proc., § 436(a).) The court may also strike all or any
part of any pleading not drawn or filed in conformity with the laws of this
state, a court rule, or an order of the court. (Id., § 436(b).) The
grounds for a motion to strike are that the pleading has irrelevant, false or
improper matter, or has not been drawn or filed in conformity with laws. (Id.
§ 436.) The grounds for moving to strike must appear on the face of the
pleading or by way of judicial notice. (Id. § 437.)
Analysis
Defendants demur to the Complaint on the grounds that the
first, second, third, and fourth causes of action fail to state facts
sufficient to constitute causes of action. As to the motion to strike, Defendants
seek to strike references to punitive damages from the Complaint, as well as
Plaintiff’s reference to monetary damages pursuant to the fourth cause of
action.
First
Cause of Action for Breach of Contract
“The standard elements of a claim
for breach of contract are: (1) the contract, (2) plaintiff’s performance or
excuse for nonperformance, (3) defendant’s breach, and (4) damage to plaintiff
therefrom.” (Wall Street Network, Ltd. v. New York Times Co. (2008) 164
Cal.App.4th 1171, 1178, citation omitted.) If a breach of contract
claim “is based on alleged breach of a written contract, the terms must be set
out verbatim in the body of the complaint or a copy of the written agreement
must be attached and incorporated by reference.” (Harris v. Rudin, Richman & Appel (1999) 74 Cal.App.4th
299, 307.) In some circumstances, a plaintiff may also “plead the legal effect
of the contract rather than its precise language.” (Construction Protective Services, Inc. v. TIG Specialty Ins. Co.
(2002) 29 Cal.4th 189, 198-199.) A cause of action for breach of
contract must indicate whether the contract at issue was written or oral. (Hills
Transp. Co. v. Southwest Forest Industries, Inc. (1968) 266 Cal.App.2d 702,
706.) A cause of action for breach of contract will be subject to demurrer if
“it cannot be ascertained from the pleading whether the contract is written, is
oral, or is implied by conduct.” (Code Civ. Proc., § 430.10, subd. (g).)
Pursuant to the first cause of
action, Plaintiff alleges that he entered into the Unintegrated Membership
Agreement on or about July 1, 2021, and the terms of such agreement was that he
would make the Membership Payment in exchange for certain services that
Defendants would perform pursuant to their oral conversations and internet
marketing. (Complaint, ¶ 20.) The Unintegrated Membership Agreement provided,
in part, that Defendants would provide Plaintiff with access to the most
exclusive luxury and travel lifestyle services available in the world, and that
Defendant India-Reinert would comb the globe consistently, procuring only the
best in ultra-luxury living for Plaintiff. (Complaint, ¶ 21.) In oral and
online representations, Defendants agreed to provide travel arrangements,
secure top experts, and assist in executing Plaintiff’s vision for the Europe
Trip, the Middle East Trip, and any additional trips over the course of the
year. (Complaint, ¶ 22.)
The Court finds that the first cause
of action is not legally sufficient. While Plaintiff has alleged the elements
of his performance under the Unintegrated Membership Agreement, Defendants’
breach, and his damages (Complaint, ¶¶ 22-24), the Court cannot ascertain
whether the Unintegrated Membership Agreement is written, oral, or implied by
conduct. As such, the first cause of action in the Complaint for breach of
contract is insufficiently alleged.
The Court therefore sustains the
demurrer of Defendants to the first cause of action for breach of contract with
leave to amend.
Second
Cause of Action for Fraud
“The
elements of fraud are (a) a misrepresentation (false representation,
concealment, or nondisclosure); (b) scienter or knowledge of its falsity; (c)
intent to induce reliance; (d) justifiable reliance; and (e) resulting damage.”
(Hinesley v. Oakshade Town Ctr.
(2005) 135 Cal.App.4th 289, 294.) The facts constituting the alleged
fraud must be alleged factually and specifically as to every element of fraud,
as the policy of “liberal construction” of the pleadings will not ordinarily be
invoked. (Lazar v. Superior Court (1996)
12 Cal.4th 631, 645.) To properly allege fraud against a
corporation, the plaintiffs must plead the names of the persons allegedly
making the false representations, their authority to speak, to whom they spoke,
what they said or wrote, and when it was said or written. (Tarmann v. State Farm Mut. Auto. Ins. Co. (1991) 2 Cal.App.4th
153, 157.)
The Court finds that Plaintiff’s
fraud cause of action is insufficiently alleged as it is not alleged with the
required specificity. (Complaint, ¶¶ 25-33.) Plaintiff has failed to allege
that his reliance on Defendants’ purported misrepresentations were justifiable.
Moreover, given that Defendant Sienna is a corporate entity, Plaintiff must
specifically set forth when such misrepresentations were made, the authority of
such persons who made the misrepresentation, and whether such
misrepresentations were written or oral. (Complaint, ¶¶ 25-33.) The Court does
not find that the fraud cause of action is duplicative of the breach of
contract claim as Defendants allege. The fraud cause of action is premised on
Plaintiff paying the Membership Payment and does not specifically reference the
Unintegrated Membership Agreement. (Complaint, ¶¶ 25-33.)
The Court therefore sustains the
demurrer of Defendants to the second cause of action for fraud with leave to
amend.
Third
Cause of Action for Unjust Enrichment and Imposition of a Constructive Trust
“The elements for a claim of unjust
enrichment are receipt of a benefit and unjust retention of the benefit at the
expense of another. The theory of unjust enrichment requires one who acquires a
benefit which may not justly be retained, to return either the thing or its
equivalent to the aggrieved party so as not to be unjustly enriched.” (Lyles v. Sangadeo-Patel (2014) 225
Cal.App.4th 759, 769, quotation marks and citations omitted.) Notably,
“[u]njust enrichment is not a cause of action”; it is simply “a restitution
claim.” (Hill v. Roll International Corp.
(2011) 195 Cal.App.4th 1295, 1307; see also Melchior v. New Line Productions, Inc. (2003) 106 Cal.App.4th
779, 793 [“there is no cause of action in California for unjust enrichment”].) However “[t]hree conditions must be shown to
impose a constructive trust: (1) a specific, identifiable property interest,
(2) plaintiff’s right to the property interest, and (3) the defendant’s
acquisition or detention of the property interest by some wrongful act.” (Higgins
v. Higgins (2017) 11 Cal.App.5th 648, 659.)
The Court rejects Defendants’
contention that imposition of a constructive trust is not an independent cause
of action. (See Higgins v. Higgins, supra, 11 Cal.App.5th
648, 659.) Plaintiff, however, has not stated a cause of action for the
imposition of a constructive trust pursuant to the third cause of action.
(Complaint, ¶¶ 34-37.) Plaintiff has not alleged a specific identifiable
property interest, his right to the property interest, and Defendants’ acquisition
or detention of the property interest by some wrongful act. (Complaint, ¶¶
34-37.) The Court does agree, however, with Defendants and finds that unjust
enrichment is not an independent cause of action pursuant to Hill, supra,
195 Cal.App.4th 1295, 1307.
The Court therefore sustains the
demurrer of Defendants to the third cause of action in the Complaint for unjust
enrichment and imposition of constructive trust with leave to amend.
Fourth
Cause of Action for Unfair Business Practices
To set forth
a claim for a violation of Business and Professions Code section 17200 (“UCL”),
Plaintiff must establish Defendant was engaged in an “unlawful, unfair or
fraudulent business act or practice and unfair, deceptive, untrue or misleading
advertising” and certain specific acts. (Bus. & Prof. Code, § 17200.) A
cause of action for unfair competition “is not an all-purpose substitute for a
tort or contract action.” (Cortez v.
Purolator Air Filtration Products Co. (2000) 23 Cal.4th 163,
173.) “By proscribing any unlawful business practice, section 17200 borrows
violations of other laws and treats them as unlawful practices that the unfair
competition law makes independently actionable.” (Cel-Tech Communications,
Inc. v. Los Angeles Cellular Telephone (1999) 20 Cal.4th 163,
180.)
Plaintiff’s fourth cause of action
for unfair business practices is based on the first, second, and third causes
of action. Complaint, ¶¶ 38-41.) However, based on the Court’s discussion
above, such causes of action are legally insufficient and cannot support the
fourth cause of action for unfair business practices. Moreover, the Court notes
that the fourth cause of action is set forth in a conclusory manner.
(Complaint, ¶¶ 38-41.) A demurrer accepts as true all well pleaded facts and those facts of
which the court can take judicial notice but not deductions, contentions, or
conclusions of law or fact. (Fox v. JAMDAT Mobile, Inc. (2010) 185
Cal.App.4th 1068, 1078.) Thus, Plaintiff’s conclusory allegations are
insufficient.
The Court therefore sustains the demurrer of Defendants
to the fourth cause of action for unfair business practices with leave to
amend.
Motion to Strike
Defendants move to strike Plaintiff’s claim for monetary
damages for unfair business practices and Plaintiff’s claim for punitive
damages pursuant to his fraud and unfair business practices causes of action.
Given that the Court has sustained the demurrer to each
cause of action in the Complaint as stated above, the Court grants Defendants’
motion to strike with leave to amend.
Conclusion
Accordingly, the
Court SUSTAINS Defendants’ demurrer to the first, second, third, and fourth
causes of action in the Complaint with leave to amend.
The Court GRANTS
Defendants’ motion to strike with twenty days’ leave to amend.
Dated: April 9, 2024
__________________________________________
Edward B. Moreton, Jr.
Judge of the Superior Court