Judge: Gary I. Micon, Case: 22CHCV00674, Date: 2024-03-21 Tentative Ruling

Case Number: 22CHCV00674    Hearing Date: March 21, 2024    Dept: F43

Dept. F43

Date: 3-21-24

Case # 22CHCV00674, Triscenic Production Services, Inc. vs. Maurice Starrantino, et al.

Trial Date: 5-28-24

DEMURRER TO CROSS-COMPLAINT

MOVING PARTY: Plaintiff and Cross-Defendant Triscenic Production Services, Inc.

RESPONDING PARTIES: Cross-Complainants Maurice Starrantino and Karen G. Starrantino

RELIEF REQUESTED

Demurrer

·         Entire Cross-Complaint

·         Third Cause of Action for Breach of the Implied Covenant of Good Faith and Fair Dealing Re: Rise, Inc.

·         Fourth Cause of Action for Breach of the Implied Covenant of Good Faith and Fair Dealing Re: Salt Snake LLC

·         Fifth Cause of Action for Violations of California Business and Professions Code Re: Rise, Inc.

·         Sixth Cause of Action for Violations of California Business and Professions Code Re: Salt Snake, LLC

RULING: Demurrer to the entire complaint is sustained without leave to amend.

SUMMARY OF ACTION

Cross-Complainants Maurice Starrantino and Karen G. Starrantino (Cross-Complainants) are alleging that Cross-Defendant Triscenic Production Services, Inc. (Cross-Defendant) breached its lease agreement with Cross-Complainants. Cross-Complainants alleged that Triscenic breached the lease agreement by sub-letting property belonging to Cross-Complainants without Cross-Complainants’ permission. Cross-Complainants allege that Triscenic sublet the property to both Rise, Inc., and Salt Snake LLC.

Cross-Complainants attached a Settlement Agreement to their Cross-Complaint from a previous action that they filed against Triscenic.

ANALYSIS

Cross-Defendant brings a demurrer to Cross-Complainants’ entire cross-complaint on the basis that it is barred due to the general release of all claims in the Settlement Agreement signed by Cross-Complainants in 2022. Cross-Defendant demurs to the Third and Fourth Causes of Action on the basis that the breach of implied covenant claims are duplicative of the breach of contract claims. Finally, Cross-Defendants demur to the Fifth and Sixth Causes of Action on the basis that they fail to state a claim.

Cross-Complainants oppose Cross-Defendant’s demurrer on the basis that the grounds for demurrer for uncertainty is deficient and should be overruled. Cross-Complainants also argue that the Third and Fourth Causes of Action are not duplicative of the breach of contract claims. Cross-Complainants’ opposition does not address Cross-Defendant’s argument regarding the Settlement Agreement’s general release.

Cross-Defendant argues in its reply that Cross-Complainants failed to refute its argument that the Settlement Agreement bars all claims. Cross-Defendant also argues that the demurrer should be sustained for the Third and Fourth Causes of Action because they do not add anything beyond the breach of contract duty itself. Finally, Cross-Defendant argues that the Fifth and Sixth Causes of Action fail to state a claim and are uncertain.

A demurrer is an objection to a pleading, the grounds for which are apparent from either the face of the complaint or a matter of which the court may take judicial notice. (CCP § 430.30(a); see also Blank v. Kirwan (1985) 39 Cal.3d 311, 318.) The purpose of a demurrer is to challenge the sufficiency of a pleading “by raising questions of law.” (Postley v. Harvey (1984) 153 Cal.App.3d 280, 286.) “In the construction of a pleading, for the purpose of determining its effect, its allegations must be liberally construed, with a view to substantial justice between the parties.” (CCP § 452.) The court “ ‘ “treat[s] the demurrer as admitting all material facts properly pleaded, but not contentions, deductions or conclusions of fact or law…” ’ ” (Berkley v. Dowds (2007) 152 Cal.App.4th 518, 525.) In applying these standards, the court liberally construes the complaint to determine whether a cause of action has been stated. (Picton v. Anderson Union High School Dist. (1996) 50 Cal.App.4th 726, 733.)

Entire Complaint

Attached as Exhibit 3 to Cross-Complainants’ Cross-Complaint is a Settlement Agreement between Cross-Defendant Triscenic Production Services, Inc. and Maurice and Karen Starrantino. The Settlement Agreement was signed on June 24, 2022. Maurice and Karen Starrantino had sued Triscenic for allegedly breaching a lease by virtue of an unauthorized sub-lease to Rise, Inc. The case number for that case was 22CHCV00422.

The Settlement Agreement included a General Release that released Triscenic “from any and all claims, demands, differences responsibilities, liabilities and obligations whatsoever, either known or unknown…which Starrantino ever had…or may have against Triscenic by reason of any matter, transaction…whatsoever occurring prior to the date hereof, and cause or causes of action heretofore or hereafter arising out of, connected with or incidental to the dealings between the parties hereto prior to the effective date hereof, including, without limitation on the generality of the foregoing.” (Cross-Complaint, Ex. 3.)

“A release is ‘the abandonment, relinquishment or giving up of a right or claim to the person against whom it might have been demanded or enforced and its effect is to extinguish the cause of action.” (In re Mission Ins. Co. (1995) 41 Cal.App.4th 828, 838.) Thus, “a valid release conclusively estops the parties from reviving and relitigating the claim[s] released.” (Faye v. Feldman (1954) 128 Cal.App.2d 319, 328; L.A. City School Dist. of L.A. County v. Landier Inv. Co. (1960) 177 Cal.App.2d 744, 752 [“One who agrees to waive or forego a right is precluded from afterwards asserting that right.”].) “[A] general release can be completely enforceable and act as a complete bar to all claims (known or unknown at the time of the release) despite protestations by one of the parties that he did not intend to release certain types of claims.” (San Diego Hospice v. County of San Diego (1995) 31 Cal.App.4th 1048, 1053.)

In this case, Cross-Complainants’ claims against Triscenic appear to be an attempt to relitigate the alleged breach of lease due to the sublease. All of the allegations in the cross-complaint were for sub-leases that took place prior to the Settlement Agreement being signed in June 2022. That means that Cross-Complainants’ claims would certainly be covered by the general release in the Settlement Agreement and should be dismissed.

It is unlikely that Cross-Complainants could amend their cross-complaint to include allegations that would not be covered by the general release. Therefore, Cross-Defendant’s demurrer to the entire cross-complaint is sustained without leave to amend.

Third, Fourth, Fifth, and Sixth Causes of Action

While the demurrer to the entire cross-complaint has been sustained, the Court will briefly address Cross-Defendant’s arguments for the individual causes of action.

For the Third and Fourth Causes of Action related to the breach of the implied covenant of good faith and fair dealing, a “‘breach of the implied covenant of good faith and fair dealing involves something beyond breach of the contractual duty itself’[Citation.]” (Congleton v. National Union Fire Ins. Co. (1987) 189 Cal.App.3d 51, 59.) “If the allegations do not go beyond the statement of a mere contract breach and, relying on the same alleged acts, simply seek the same damages or other relief already claimed in a companion contract cause of action, they may be disregarded as superfluous as no additional claim is actually stated.” (Careau & Co. v. Security Pacific Business Credit, Inc. (1990) 222 Cal.App.3d 1371, 1395.)

In this case, Cross-Complainants allegations for the Third and Fourth Causes of Action do not go beyond the mere breach of contract. Were it necessary to address these causes of action, the Court would have sustained the demurrer to these causes of action with leave to amend.

For the Fifth and Sixth Causes of Action for Violations of the Business and Professions Code, Business and Professions Code § 17200 “is not an all purpose substitute for a tort or contract claim.” (Cortez v. Purolator Air Filtration Prods. (2000) 23 Cal.4th 163, 173.) “Its purpose ‘is to protect both consumers and competitors by promoting fair competition in commercial markets for goods and services.” (Kwikset Corp. v. Superior Court (2011) 51 Cal.4th 310, 320.) Therefore, “a UCL action based on a contract is not appropriate where the public in general is not harmed by the defendant’s alleged unlawful practices.” (Rosenbluth Int’l, Inc v. Sup Ct. (2002) 101 Cal.App.4th 1073, 1077; see also Marsh v. Anesthesia Services Med. Grp. (2011) 200 Cal.App.4th 480, 501-02 [dismissing UCL claim where plaintiff only alleged “individualized harm”].)

“A plaintiff alleging unfair business practices under these statutes must state with reasonable particularity the facts supporting the statutory elements of the violation.” (Khourv v. Maly’s Cal., Inc. (1993) 14 Cal.App.4th 612, 619 [dismissing § 17200 claim, on a demurrer, where complaint fails to set forth facts with “reasonable particularity,” and where “[t]he complaint does not describe the manner in which respondent’s practice is ‘unlawful”]; see Saunders v. Superior Court (1994) 27 Cal.App.4th 832, 841-842 [dismissing § 17200 claim where “allegations are too vague and conclusionary” and “too vague and uncertain”].)

In this case, Cross-Complainants did not allege how the public in general has been harmed by Triscenic’s alleged unlawful practices. Cross-Complainants have also not alleged facts with reasonable particularly describing how Triscenic’s actions amount to unfair competition or fraudulent business practices. The Court would also have sustained the demurrer to these causes of action with leave to amend.

Conclusion

Cross-Complainants’ claims are barred by the general release in the Settlement Agreement that they signed with Cross-Defendant. Therefore, Cross-Defendant’s demurrer to the entire complaint is sustained without leave to amend.

Moving party to give notice.