Superior Court of California 

County of Los Angeles – West District  

Beverly Hills Courthouse / Department 205 

 

 

BACKGROUND 

This case arises from a failed land deal.  On October 22, 2020, Plaintiffs Derik Johnson and Chavaune Johnson (as buyers) and John “Jack” Radzinski and R.A. and Doris Eigenbrodt Family Trust dated March 17, 1999 (as sellers) entered into a purchase agreement related to the sale of vacant land located at 23800 Calabasas Peak Motorway, Calabasas, CA 91302 (the “Property”). (Exh. A to Complaint.)  

Defendant Rodeo Realty, Inc. served as dual real estate broker whereas Defendant Encore Escrow Inc. (Rodeo's broker-owned escrow company) served as escrow agent. On July 27, 2021, Sellers cancelled the contract on Plaintiffs’ attempted purchase of the Subject Property, citing Plaintiffs’ failure to remove all contingencies. Thereafter, Defendant Mountains Recreation and Conservation Authority bought the Property from Sellers.  (Ex. 1 to Request for Judicial Notice.)   

On May 10, 2023, Plaintiffs filed a lawsuit (Case No. 23SMCV02054) against Rodeo, alleging a single cause of action for Breach of Fiduciary Duty.  (Ex. 2 to RJN.)  In that lawsuit, Plaintiffs admitted they suffered damages on or about October 23, 2020. (Id.) On January 2, 2024, Plaintiffs filed a Request for Dismissal with Prejudice in Case No. 23SMCV02054 as to the entire action of all parties and all causes of action. (Exs. 3-4 to RJN.)  

On March 18, 2025, Plaintiffs filed the instant lawsuit against Defendants alleging causes of action for Breach of Fiduciary Duty, Breach of Contract, “Backdooring,” “Unethical and Illegal Practices,” “Anti-Trust Laws,” and “Contemporaneous Recognition.” In this lawsuit, Plaintiffs once again admit they suffered damages on or about October 23, 2020. This hearing is on Defendants' demurrer.  Defendants argue that Plaintiff's claims are barred by the doctrine of res judicata and collateral estoppel.  Additionally, Defendants assert that Plaintiff's claims are time-barred.  There was no opposition filed as of the posting of this tentative ruling.    

MEET AND CONFER 

Code Civ. Proc. § 430.41 requires that before the filing of a demurrer, the moving 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).)  The parties are to meet and confer at least five days before the date the responsive pleading is due. (Code Civ. Proc., § 430.41(a)(2).)  Thereafter, the moving party shall file and serve a declaration detailing their meet and confer efforts. (Code Civ. Proc., § 430.41(a)(3).)  Defendants submit the Declaration of Stuart Miller who attests the parties met and conferred by phone on April 1, 2025, which is less than five days before Defendants filed the demurrer on April 2, 2025.  While this fails to comply with § 430.41(a)(2), the Court cannot overrule a demurrer based on an insufficient meet and confer.  (Code Civ. Proc., § 430.41(a)(5).)   

REQUEST FOR JUDICIAL NOTICE 

Defendants request judicial notice of (1) Grant Deed (Recorder’s Instrument No. 20220831498) duly recorded and indexed on August 19, 2022 in the Official Records of the Recorder’s Office of Los Angeles County, California reflecting Mountains Recreation & Conservation Authority’s purchase of vacant land located at Calabasas Peak Motorway, Calabasas, CA 91302 (APN 4455-008-002 and APN 4455-008-003) from John “Jack” Radzinski and R.A. and Doris Eigenbrodt Family Trust dated March 17, 1999 (Ex. 1 to Request for Judicial Notice (“RJN”)); (2) Complaint filed by Plaintiffs on May 10, 2023 in the Los Angeles Superior Court (Case No. 23SMCV02054) (Ex. 2 to RJN); (3) Request for Dismissal with Prejudice filed by Plaintiff, Derik Johnson, on January 2, 2024 in the Los Angeles Superior Court (Case No. 23SMCV02054) (Ex. 3 to RJN); and (4) Request for Dismissal with Prejudice filed by Plaintiff Chavaune Johnson on January 2, 2024 in the Los Angeles Superior Court (Case No. 23SMCV02054) (Ex. 4 to RJN).  The Court grants the request pursuant to Cal. Evid. Code §§ 452(c), 452(d), 452(h) and 453.   

LEGAL STANDARD 

A demurrer to a complaint may be general or special. A general demurrer challenges the legal sufficiency of the complaint on the ground it fails to state facts sufficient to constitute a cause of action. (Code Civ. Proc., § 430.10, subd. (e).) The allegations in the complaint as a whole must be reviewed to determine whether a set of alleged facts constitutes a cause of action.¿(People v. Superior Court (Cahuenga's the Spot)¿(2015) 234 Cal.App.4th 1360, 1376.)¿A complaint need only meet fact-pleading requirements, which requires a statement of facts constituting a cause of action in ordinary¿and concise language, and should allege ultimate facts that, as a whole, apprise defendant of the factual basis of the claim. (Code Civ. Proc., §425.10(a)(1);¿Navarrete v. Meyer¿(2015) 237 Cal.App.4th 1276, 1284.) 

A special demurrer challenges other defects in the complaint, including whether a pleading is uncertain. (Code Civ. Proc., § 430.10, subd. (f).)  The term “uncertain” includes the issue of whether the pleading is “ambiguous and unintelligible.”  (Id.) A demurrer for uncertainty should be sustained if the complaint is drafted in such a manner that the defendant cannot reasonably respond, i.e., the defendant cannot determine what issues must be admitted or denied, or what counts are directed against the defendant. (Khoury v. Maly's of California, Inc. (1993) 14 Cal.App.4th 612, 616.) 

A demurrer on the ground of uncertainty is disfavored and should be sustained only when the complaint is so incomprehensible that the defendant cannot reasonably respond since ambiguities may be clarified in discovery.¿(Lickiss v. Financial indus. Regulatory Auth.¿(2012) 208 Cal.App.4th 1125, 1135.)  Uncertain allegations should be liberally construed in testing a complaint for adequacy against a demurrer, particularly when the facts that are uncertain are presumptively within the defendant’s knowledge.¿(Childs v. State¿(1983) 144 Cal.App.3d 155, 160.)¿The particularity requirement in a pleading depends on the extent to which the defendant, in fairness, needs detailed information the plaintiff can conveniently provide, while less particularity is required when the defendant is assumed to have the knowledge. (Doheny Park Terrance Homeowners Ass'n, Inc. v. Truck Ins. Exch.¿(2005) 132 Cal.App.4th 1076, 1099.) 

In ruling on a demurrer, the court is guided by the following long-settled rules: The court treats the demurrer as admitting all material facts properly pleaded, but not contentions, deductions or conclusions of fact or law. ¿The court may also consider matters which may be judicially noticed. Further, the court gives the complaint a reasonable interpretation, reading it as a whole and its parts in their context. (Blank v. Kirwan¿(1985) 39 Cal.3d 311, 318.) 

Where a demurrer is sustained, leave to amend¿must be allowed where there is a reasonable possibility of successful amendment.¿(Goodman v. Kennedy (1976) 18 Cal.3d 335, 348.)¿The burden is on the plaintiff to show the court that a pleading can be amended successfully.¿(Id.;¿Lewis v. YouTube, LLC (2015) 244 Cal.App.4th 118, 226.)¿However, “[i]f there is any reasonable possibility that the plaintiff can state a good cause of action, it is error to sustain a¿demurrer¿without¿leave¿to¿amend.” (Youngman v. Nevada Irrigation Dist. (1969) 70 Cal.2d 240, 245). 

DISCUSSION 

Claim Preclusion 

Defendants argue that Plaintiffs' claims are barred by claim and issue preclusion.  The Court agrees in part. 

“‘Res judicata’ describes the preclusive effect of a final judgment on the merits. Res judicata, or claim preclusion, prevents relitigation of the same cause of action in a second suit between the same parties or parties in privity with them. Collateral estoppel, or issue preclusion, ‘precludes relitigation of issues argued and decided in prior proceedings.’” (Mycogen Corp. v. Monsanto Co. (2002) 28 Cal.4th 888, 896–897 (citations omitted).) 

Courts have at times used “res judicata” as an umbrella term, encompassing both the primary aspect of claim preclusion and the secondary aspect of issue preclusion. We will follow the current practice to use the term “claim preclusion” to describe the primary aspect of the res judicata doctrine and the term “issue preclusion” to denote collateral estoppel. (DKN Holdings, 61 Cal.4th at 823–824.) The two types of preclusion have different requirements. (Id. at 824.) 

“Claim preclusion ‘prevents relitigation of the same cause of action in a second suit between the same parties or parties in privity with them.’ [Citation.] Claim preclusion arises if a second suit involves (1) the same cause of action (2) between the same parties (3) after a final judgment on the merits in the first suit. [Citations.] If claim preclusion is established, it operates to bar relitigation of the claim altogether.” (DKN Holdings, 61 Cal.4th at 824.) 

This case involves different (and more) claims than in the prior action.   However, that does not bar the application of claim preclusion.  “Whenever a judgment in one action is raised as a bar to a later action under [claim preclusion], the key issue is whether the same cause of action is involved in both suits. California law approaches the issue by focusing on the ‘primary right’ at stake: if two actions involve the same injury to the plaintiff and the same wrong by the defendant then the same primary right is at stake even if in the second suit the plaintiff pleads different theories of recovery, seeks different forms of relief and/or adds new facts supporting recovery.” (Eichman v. Fotomat Corp. (1983) 147 Cal.App.3d 1170, 1174.) 

Here, Plaintiff seeks redress in both actions for alleged damages suffered from a failed land deal.  Accordingly, the primary right implicated in both suits is the same, and the Court concludes that the same cause of action requirement for the application of claim preclusion has been met. 

The Court turns now to the second requirement for claim prelusion, that the suits involve the same parties or persons in privity with them.  Here, Rodeo was sued in both actions but Encore is only sued in this action.  The question, therefore, is whether Encore is a privy of Rodeo.   

Claim preclusion restricts the set of litigants who can benefit from a prior judgment to those who could have had the judgment used against them.  This between-the-same-parties-or-privies requirement reflects claim preclusion’s long-standing mutuality requirement. (See DKN Holdings, 61 Cal.4th at 827, fn. 10.)  For many years, most courts followed the general rule that the favorable preclusion effects of a judgment were available only to a person who would have been bound by any unfavorable preclusion effects. This rule, known as the rule of mutuality, established a pleasing symmetry—a judgment was binding only on parties and persons in privity with them, and a judgment could be invoked only by parties and their privies. (Bernhard v. Bank of America (1942) 19 Cal.2d 807, 811 (“The estoppel is mutual if the one taking advantage of the earlier adjudication would have been bound by it, had it gone against him”).)  In short, litigants “could only take advantage of an earlier judgment if that judgment would have bound them, had it been decided differently.” (DKN Holdings, 61 Cal.4th at 827, fn. 10.)  

Defendants’ papers do not address how Encore is a privy to Rodeo for purposes of the first action.  There is no basis to find that Encore would have been bound by the judgment in the first action, had it been resolved against Rodeo.  And accordingly, the Court cannot conclude that this requirement is met as to Encore.  However, as Rodeo is sued in both actions, this second requirement (of same parties) is obviously met as to it.  

Claim preclusion also requires that there be a final judgment on the merits.  Here, Plaintiffs dismissed their prior suit against Rodeo with prejudice.  A dismissal with prejudice is a judgment on the merits.  Claim preclusion applies to bar a later action after the voluntary dismissal of a prior suit with prejudice. (Boeken v. Philip Morris USA, Inc. (2010) 48 Cal.4th 788, 793.)      

In sum, Rodeo has met all the requirements for claim preclusion as to Plaintiffs' claims against it, but Encore has not.  Accordingly, the Court sustains the demurrer as to Plaintiffs' claims against Rodeo.     

Issue Preclusion 

The Court now turns to the question whether issue preclusion bars Plaintiffs' claims against Encore.  The Court concludes it does not. 

Issue preclusion applies only (1) after final adjudication (2) of an identical issue (3) actually litigated and necessarily decided in the first suit and (4) asserted against one who was a party in the first suit or one in privity with that party.  Encore has not shown what issues were decided in the first action, much less that they are identical to the issues implicated by the causes of action in this second action or that any such "same" issues in this action were actually or necessarily litigated in the first action.   

Nor can it.  An issue that has been settled by a voluntary dismissal with prejudice does not constitute an issue that has been "actually litigated" for purposes of issue preclusion.  (Tukes v. Richard (2022) 81 Cal.App.5th 1, 22.) 

Statute of Limitations 

 The Court next considers whether the claims against Encore are time-barred.  Defendants argue that the claims are time-barred because Plaintiffs admit they suffered damages on or about October 23, 2020 and under the longest applicable statute of limitations, they had four years to file their Complaint or by October 23, 2024.  Plaintiffs did not file their Complaint until March 18, 2025.   The Court agrees. 

There are six causes of action:  Breach of Fiduciary Duty, Breach of Contract, “Backdooring,” “Unethical and Illegal Practices,” “Anti-Trust Laws,” and “Contemporaneous Recognition.”  The statute of limitations for breach of a written contract is four years. (Code Civ. Proc. § 337, subd. 1.)  The statute of limitations for a UCL violation is four years. (Bus. & Prof. Code, § 17208.)  The Code of Civil Procedure does not specify a statute of limitations for breach of fiduciary duty, backdooring, or contemporaneous recognition.  These causes of action are therefore governed by the residual four-year statute of limitations in Code of Civil Procedure section 343 governing “[a]n action for relief not hereinbefore provided for” in the code. 

In short, Plaintiffs' claims are governed by a four year statute of limitations.  Plaintiffs' claims accrued at the latest when they claim to have suffered damages (on October 23, 2020.)  Accordingly, they should have filed their Complaint by October 23, 2024.  Their Complaint was filed five months after the limitations period had already run.  Therefore, their claims are time-barred.   

CONCLUSION 

For the foregoing reasons, the Court SUSTAINS the demurrer without leave to amend.   

 

DATED:  May 2, 2025        ___________________________ 

Edward B. Moreton, Jr. 

Judge of the Superior Court