Judge: Gary I. Micon, Case: 23CHCV02662, Date: 2025-03-06 Tentative Ruling

Case Number: 23CHCV02662    Hearing Date: March 6, 2025    Dept: F43

Dept. F43

Date: 03-06-25

Case # 23CHCV02662, Golden Hammer Ops, LLC v. JetNet, LLC, et al.

Trial Date: 07-06-26

DEMURRER TO THE FIRST AMENDED CROSS-COMPLAINT

MOVING PARTIES: Cross-Defendant/Plaintiff Golden Hammer Ops, LLC and Cross-Defendant Gregory Rowlee

RESPONDING PARTIES: Cross-Complainant/Defendants ADSBexchange.com, LLC and Daniel Jason Streufert

RELIEF REQUESTED

Order sustaining cross-defendants’ demurrer to the entire first amended cross-complaint.

RULING: Demurrer is sustained, with leave to amend.

SUMMARY OF ACTION

On September 5, 2023, Golden Hammer Ops, LLC (Golden Hammer) filed the complaint that began this action against ADSBexchange.com (ADS-B), JetNet, LLC (JetNet), and Daniel J. Streufert (Streufert).  Golden Hammer alleged causes of action for Misappropriation of Trade Secrets and Breach of Contract against ADS-B.  In response, ADS-B and Streufert filed a cross-complaint against Golden Hammer and cross-defendant Gregory Rowlee (Rowlee).

On January 17, 2025, ADS-B and Streufert filed a first amended cross-complaint (FACC) against alleging causes of action for (1) fraud and (2) negligence misrepresentation against Golden Hammer, and (3) intentional interference with contractual relations against Golden Hammer and Rowlee.  The FACC alleges that Streufert, ADS-B, Rowlee, and Golden Hammer executed a Services Agreement and a Hosting Agreement on June 8, 2020.  During pre-contractual negotiations, Golden Hammer’s representative, Mr. Decker, met with Streufert confirming the scope and requirements of Intellectual Property and Confidentiality provisions in the agreements.  The parties agreed that the only intellectual property Golden Hammer owned was its backend infrastructure, that this ownership did not extend to the “open source” software required to run the ADS-B platform, and that Golden Hammer would state in writing any material it considered its intellectual property.

In October 2022, Rowlee discovered that Streufert and ADS-B were considering selling certain assets.  Rowlee did not approve of the sale and sent Streufert several messages discouraging him from selling to JetNet.  On January 25, 2023, JetNet publicly announced the transaction between ADS-B and JetNet (JetNet Agreement).  Per the terms of the agreement, ADS-B assigned its role in the Hosting Agreement to JetNet.  Beginning January 26, 2023, Golden Hammer and Rowlee made public statements and engaged in conduct intended to interfere with JetNet, ADS-B, and Streufert’s contractual relationship.  As a result, ADS-B and Rowlee have suffered damages.

Golden Hammer and Rowlee demur to the FACC for failing to allege sufficient facts to constitute each cause of action.  ADS-B and Streufert filed an opposition.  Golden Hammer and Rowlee replied.

MEET AND CONFER

Before filing a demurrer, the parties must meet and confer “in person, by telephone, or by video conference.”  (Code Civ. Proc., § 430.41, subd. (a).)  The moving party must file and serve a meet and confer declaration stating either: (1) the means by which the parties met and conferred, that the parties did not reach an agreement resolving the issues raised in the demurrer; or (2) that the party who filed the pleading subject to the demurrer failed to respond to the meet and confer request or failed to meet and confer in good faith.  (Code Civ. Proc., §§ 430.41, subd. (a)(3).)

It appears the parties met and conferred before the FACC was filed but not before filing this demurrer.  Regardless, the court still considers the demurrer’s merits.

REQUEST FOR JUDICIAL NOTICE

Golden Hammer and Rowless ask the court to take judicial notice of the following:

·         ADS-B and Streufert’s original cross-complaint, filed October 28, 2024

·         Streufert’s answer to Golden Hammer’s original complaint, filed November 6, 2023

·         ADS-B’s answer to Golden Hammer’s original complaint, filed November 6, 2023

·         The Asset Purchase Agreement (called the JetNet Agreement throughout this tentative)

The court takes judicial notice of the original cross-complaint and the answers pursuant to Evidence Code section 452, subd. (d).  The court also takes judicial notice of the JetNet Agreement pursuant Evidence Code section 452, subd. (h). 

ANALYSIS

As a general matter, a¿party may respond to a pleading against it by demurrer based on any single or combination of eight enumerated grounds, including¿that¿“the pleading does not state facts sufficient to constitute a cause of action” and is uncertain, meaning “ambiguous and unintelligible.” (Code Civ. Proc., § 430.10, subds. (e) and (f)).  The grounds for demurring must be apparent from either the face of the complaint or a matter of which the court may take judicial notice.  (Code Civ. Proc., § 430.30, subd. (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.”  (Code Civ. Proc., § 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.)

            First and Second Causes of Action: Fraud and Negligent Misrepresentation

Golden Hammer and Rowlee demur to the first and second causes of action for failure to plead sufficient facts to constitute fraud and negligent misrepresentation. 

A fraud cause of action requires a plaintiff to plead and prove: “(a) [a] misrepresentation (false representation, concealment, or nondisclosure); (b) knowledge of falsity (or “scienter”); (c) intent to defraud, i.e., to induce reliance; (d) justifiable reliance; and (e) resulting damage.”  (Lazar v. Superior Court (1996) 12 Cal 4th 631, 638.)  Fraud causes of action must be pled with specificity, alleging “‘how, when, where, to whom and by what means the representations were tendered.’”  (Stansfield v. Starkey (1990) 220 Cal.App.3d 59, 73 [quoting Hills Trans. Co. v. Southwest (1968) 266 Cal.App.2d 702, 707].)  Fraud claims against corporations must “allege the names of the persons who made the allegedly fraudulent representations, their authority to speak, to whom they spoke, what they said or wrote, and when it was said or written.”  (Rattagan v. Uber Technologies, Inc. (2024) 17 Cal.5th 1, 40; Lazar v. Superior (1996) 12 Cal.4th 631, 645.)

To plead negligent misrepresentation, the complaint must establish “(1) the misrepresentation of a past or existing material fact, (2) without reasonable ground for believing it to be true, (3) with intent to induce another’s reliance on the fact misrepresented, (4) justifiable reliance on the misrepresentation, and (5) resulting damage.”  (Tindell v. Murphy (2018) 22 Cal.App.5th 1239, 1252 [internal citations omitted].)  Negligent misrepresentation does not require knowledge of falsity or an intent to defraud.  (Borman v. Brown (2021) 59 Cal.App.5th 1048, 1060.)

Golden Hammer and Rowlee contend that the FACC contains no actionable misrepresentations because Mr. Decker’s alleged representations involve alleged misstatements of law not fact.  The FACC alleges that Mr. Decker “confirmed” Streufert understanding of the “Intellectual Property” and “Confidentiality” provisions.  (FACC, ¶ 39, Exh. A.)  The FACC alleges that Streufert “confirmed” that Mr. Decker understood this language only applied to Golden Hammer’s “backend infrastructure” and how Golden Hammer ran its servers, internal firewall, and Storage Area Network configurations, and did not apply to the software “required to actually run” the ADS-B platform.  (FACC, ¶¶ 35-37.)  The FACC alleges that Mr. Decker “confirmed” that Streufert understood this language to require Golden Hammer to “to label and identify in writing any information it considered to be [its] intellectual property.”  (FACC, ¶ 39.)

Streufert and ADS-B could not rely on these alleged misrepresentations because they were misrepresentations of law expressed by a layman rather than an affirmation of fact.  (Harazim v. Lynam (1968) 267 Cal.App.2d 127, 131; see also Haviland v. Southern California Edison Co. (1916) 172 Cal. 601, 608 [holding that the alleged misrepresentations regarding contractual language “were not statements of fact, but at most misrepresentations of law”].)  The FACC does not allege that Mr. Decker had expert knowledge concerning the matter.  Additionally, the FACC does not allege that Mr. Decker is a legal expert or has superior or special knowledge regarding the law or contract language or the ADS-B platform.  In fact, Streufert admitted in this answer to Golden Hammer’s Complaint that he has negotiated contracts, such as the ones at issue, in the past and that he provided detailed comments to Mr. Decker during negotiations because he had been burned in the past.  (Compl., ¶ 45.)  Additionally, the FACC fails to allege that Mr. Decker occupied a “position of confidence and trust” with ADS-B and Streufert admitting that the June 3, 2020 meeting occurred before the parties consummated their relationship and that Streufert was “taking a chance” on Golden Hammer.  (FACC, ¶¶ 26, 31, 32.) 

ADS-B and Streufert oppose arguing that the FACC sufficiently alleges fraud and negligent misrepresentation.  Mr. Decker’s misrepresentations were not opinions or statements of law.  Mr. Decker made statements of existing fact material to the transaction because Mr. Decker represented to Streufert in concise terms that Golden Hammer was only claiming intellectual property ownership of “backend infrastructure,” listing specific components of backend structure; Golden Hammer was not claiming intellectual property ownership of any software “required to actually run” the ADS-B platform; and Golden Hammer was required to label and identify in writing any material it considered to be Golden Hammer’s intellectual property.  (FACC, ¶¶ 35-39, 103, 118.)  The FAC does not allege that Mr. Decker indicated these statements were merely his belief or that the statements lacked certainty.  Further, as Golden Hammer’s COO, Mr. Decker had full authority to negotiate the terms of the agreement and bind the company.  Because Streufert expressed concerns to Mr. Decker regarding the Confidentiality and Intellectual Property provisions, Decker knew his representations about Golden Hammer’s intellectual property ownership were material to the transaction and that Streufert would not have signed the agreements otherwise.  Golden Hammer later made statements asserting its ownership of ADS-B.

Fraud must be based on affirmative statements of fact, not misrepresentations of law or the legal opinions of laymen.  (Harazim v. Lynam (1968) 267 Cal.App.2d 127, 131; Graham v. Bank of America, N.A. (2014) 226 Cal.App.4th 594, 606 [representations of opinion, involving matters of value, are not representations of fact].)  Actionable misrepresentations must be made about past or future facts.  (Graham, supra, 226 Cal.App.4th at p. 607.)

“[M]isrepresentations of opinion are actionable when the declarant holds himself out to be specially qualified.”  (Harazim, supra, 267 Cal.App.2d at p. 131.)  However, “[if] the opinion or legal conclusion misrepresents the facts upon which it is based or implies the existence of facts which are nonexistent, it constitutes an actionable misrepresentation.”  (Seeger v. Odell (1941) 18 Cal.2d 409, 414.)  Usually, false representations of law are insufficient to plead fraud for rescission of contract unless there is a relation of trust or confidence between the parties.  (Haviland v. Southern California Edison Co. (1916) 172 Cal. 601, 608-609 [finding allegations that plaintiff signed a release with full knowledge of its contents, accepted and retained consideration, and that plaintiff believed non-binding statements of defendant’s agent insufficient to constitute fraud].)

The FACC sufficiently alleges affirmative misrepresentations of material facts because Decker confirmed facts which were material to the transaction between the parties.  During a video conference with Streufert on June 3, 2020, Mr. Decker made three misrepresentations on behalf of Golden Hammer: “(1) the Intellectual Property Provision in the Services Agreement only applied to Golden Hammer’s “backend infrastructure,” such as how Golden Hammer ran its servers, internal firewall, and SAN configurations; (2) Golden Hammer’s intellectual property would not extend to any software required to actually run the ADSB platform; and (3) Golden Hammer was required to label and identify in writing any material it considered to be Golden Hammer’s intellectual property.”  (FACC, ¶¶ 34-40, 118.)  ADS-B and Streufert allege that Golden Hammer and Golden Hammer representative Mr. Decker owed ADS-B and Streufert a duty to exercise reasonable care to avoid making misrepresentations concerning facts basic to the Services and Hosting agreements.  (FACC, ¶ 120.)

Golden Hammer subsequently ratified these statements by accepting the benefits of the Services and Hosting agreements, by providing ADS-B with services under the terms of the agreement and accepting payment from ADS-B in return for those services.  (FACC, ¶ 47.)  These representations were made with the intent to induce ADS-B and Streufert to rely on them in execute the Services and Hosting agreements.  (FACC, ¶ 119.)  ADS-B and Streufert justifiably relied on the representations because ADS-B and Streufert had no reason to believe the representations were false nor could ADS-B and Streufert have discovered the falsity of the representations at the time the representations were made.  (FACC, ¶¶ 59-60, 123.)  This is further supported by the FACC’s allegations about Streufert clarifying the scope of the “intellectual property” and “confidentiality” provisions.  (FACC, ¶¶ 29, 35-40.)

ADS-B and Streufert alleged that they learned the representations were false in 2023.  (FACC, ¶ 122.)  On February 3, 2023, Rowlee sent Streufert an email asking if Streufert was interested in acquiring Golden Hamer and its intellectual property.  (FACC, ¶¶ 57-58.)  If ADS-B and Streufert had known Golden Hammer intended to assert ownership of the ADS-B platform without first informing ADS-B and Streufert that it considered the platform as its intellectual property, ADS-B and Streufert would not have entered the Services and Hosting agreements or continued working with Golden Hammer.  (FACC, ¶¶ 68-69, 122.)  Golden Hammer and Rowlee have sued ADS-B and Streufert for fraud, misappropriation of trade secrets, and reformation of written instrument while Jetnet has sued them for indemnification.  (FACC, ¶¶ 66, 72.)

As a result, ADS-B and Streufert have incurred legal expenses in defending against these claims.  (FACC, ¶¶ 66, 70.)  Additionally, Golden Hammer’s claims of ownership over the ADS-B platform have disrupted ADS-B’s relationship with JetNet.  (FACC, ¶ 71.)  Based on Golden Hammer’s claims, JetNet has withheld escrow funds from the JetNet Agreement, which Streufert cannot invest or earn interest on, and JetNet has asserted indemnification claims against ADS-B and Streufert.  (FACC, ¶ 71-72.)

The FACC does not, however, sufficiently allege that Mr. Decker, Golden Hammer, or Rowlee knew the representations were false at the time the parties negotiated and executed the agreements.  The FACC contains a conclusory allegation that Mr. Decker, Golden Hammer, and Rowlee knew the representations were false, but presents no facts to support this allegation, such as conduct of knowledge of falsity from the time of the parties’ initial conversations and the execution of the agreements on June 18, 2020.  (FACC, ¶¶ 44, 105.)  The FACC alleges a plethora of conduct after June 18, 2020, but nothing before.  Although knowledge of falsity is not required for negligent misrepresentation, knowledge is required for fraud.

The first cause of action for fraud is therefore deficient, while the second cause of action for negligent misrepresentation is not.  However, both causes of action incorporate allegations that cross-defendants sued cross complainants, potentially implicating the litigation privilege.

The litigation privilege applies to any communication “(1) made in judicial or quasi-judicial proceedings; (2) by litigants or other participants authorized by law; (3) to achieve the objects of the litigation; and (4) that [has] some connection or logical relation to the action.”  (Medallion Film LL v. LLC v. Loeb & Loeb LLP (2024) 100 Cal.App.5th 1272, 1290; Civ. Code, § 47, subd. (b).)  The privilege also applies to statements made during a trial or other proceedings and may also apply to “steps taken prior thereto, or afterwards.”  (Ibid. [quoting Flickinger v. Finwall (2022) 85 Cal.App.5th 822, 840].)  The privilege does not apply to statement made as a “tactical ploy to negotiate a bargain.”  (Edwards v. Centex Real Estate Corp. (1997) 53 Cal.App.4th 15, 36.)  To the extent the first and second causes of action can be read to allege that lawsuits filed against cross complainants are part of those claims, then the litigation privilege is implicated.  To the extent that those allegations are included to allege damages incurred as a result of cross defendants’ alleged misrepresentations, however, the privilege is not implicated.  Cross complainants must plead these claims with clarity in that regard.

            Third Cause of Action: Intentional Interference with Contractual Relations

Golden Hammer and Rowlee demur to the third cause of action for failure to plead sufficient facts to constitute a cause of action for intentional interference with contractual relations. 

To plead a cause of action for intentional interference with contractual relations, plaintiff must establish “(1) the existence of a valid contract between the plaintiff and a third party; (2) the defendant’s knowledge of that contract; (3) the defendant’s intentional acts designed to induce a breach or disruption of the contractual relationship; (4) actual breach or disruption of the contractual relationship; and (5) resulting damage.”  (Reeves v. Hanlon (2004) 33 Cal.4th 1140, 1148; Ixchel Pharma, LLC v. Biogen, Inc. (2020) 9 Cal.5th 1130, 1141.)  “[P]laintiff need not prove that a defendant acted with the primary purpose of disrupting the contract but must show the defendant's knowledge that the interference was certain or substantially certain to occur as a result of his or her action.”  (Reeves, supra, 33 Cal.4th at p. 1148 [citing Quelimane Co. v. Stewart Title Guaranty Co. (1998) 19 Cal.4th 26, 56].)

Golden Hammer and Rowlee contend that a party cannot allege intentional interference with contractual relations if the alleged act of interference is filing a lawsuit.  (Pacific Gas & Electric Co. v. Bear Stearns & Co. (1990) 50 Cal.3d 1118, 1136-37.)  Only a malicious prosecution claim can allege filing a lawsuit as a wrongful act.  The FACC fails to explain the deletion of the original allegation that Golden Hammer’s “frivolous lawsuits” interfered with the JetNet Agreement.  (Larson v. UHS of Rancho Springs, Inc. (2014) 230 Cal.App.4th 336, 344 [holding that amended pleadings cannot omit harmful allegations without explanation].)  ADS-B and Streufert admit they would have suffered the same harm when Golden Hammer filed suit and prosecuted its claims of ownership.  The new random allegations of conduct causing interference are not substantial factors in bringing harm.

ADS-B and Streufert oppose arguing that Golden Hammer and Rowlee misrepresent the Bear Stearns case.  The Stearns court found that plaintiff’s intentional interference claim failed because plaintiff did not allege that defendant’s conduct made plaintiff’s enjoyment of the benefits of its contract more expensive, apart from forcing plaintiff to defend a costly lawsuit.  (Bear Sterns & Co., supra, 50 Cal.3d at p. 1137.)  ADS-B and Streufert admit that they replaced the phrase “filing the frivolous lawsuits” with “engaging in the conduct described herein.”  The new allegations are consistent with those in the initial cross-complaint and fix an erroneous allegation.  Additionally, the FAC sufficiently alleges that the Golden Hammer and Rowlee’s conduct caused damages.

“Under the sham pleading doctrine, allegations in an original pleading that rendered it vulnerable to demurrer or other attack cannot simply be omitted without explanation.”  (Hahn v. Mirda (2007) 147 Cal.App.4th 740, 751.)  The purpose of the doctrine is to prevent “abuse of process,” not to prevent honest complainants from correcting erroneous allegations.  (Ibid.)  Amendments without explanation are only allowed if the complainant shows that the earlier pleading resulted from mistake or inadvertence.  (Dones v. Life Insurance Co. of North America (2020) 55 Cal.App.5th 665, 688.)  Additionally, if the omitted allegation is fatal to a cause of action and the amendment does not alter the fundamental facts upon which the claim was based, the sham pleading doctrine does not apply.  (Ibid.)

The sham pleading does not apply to the FACC.  The original cross-complaint stated that Rowlee and Golden Hammer intentionally filed “frivolous lawsuits” against ADS-B and Streufert to disrupt their performance of the JetNet Agreement.  (Compl., ¶ 77.)  The FACC omitted this allegation and included specific examples of Rowlee and Golden Hammer’s conduct including public misrepresentations, blocking Streufert from accessing the ADS-B platform, and making phone calls to JetNet’s COO about blocking JetNet’s access to servers hosting ADS-B’s services.  (FACC, ¶¶ 85-95.)  ADS-B and Streufert claim that the new allegations provide further details regarding what led to the interference and the “filing frivolous lawsuits” allegation is no longer the basis of the FACC’s claims.  The court notes that the FACC still includes factual allegations about Golden Hammer and Rowlee filing a lawsuit and that legal expenses still make up a portion of ADS-B’s damages

The FACC sufficiently alleges the existence of a valid contract between ADS-B and Streufert and JetNet which was executed on January 19, 2023.  (FACC, ¶ 126.)  Under the agreement, Strefufert and ADS-B sold certain assets to JetNet including the assignment of the Hosting Agreement.  (FACC, ¶¶ 53-54.)  ADS-B and Streufert allege that Golden Hammer and Rowlee knew about the agreement’s existence as early as January 25, 2023.  (FACC, ¶¶ 84, 127.)  In October 2022, Rowlee learned that ADS-B was considering selling certain assets.  (FACC, ¶ 76.)  Rowlee opposed the sale and sent Streufert several private messages on Discord telling Streufert “NO SELL” and voicing his unhappiness with the potential sell.  (FACC, ¶¶ 77-78.)  Rowlee also voiced his concern on November 27, 2022 by telling Streufert that JetNet’s corporate partners were “evil” and during a December 27, 2022 phone call with Streufert stating Rowlee was upset about the potential sale and considering shutting down the ADS-B website.  (FACC, ¶¶ 80-82.)  JetNet publicly announced the consummation of the JetNet Transaction on January 25, 2023.  (FACC, ¶ 83.)

The FACC alleges that after the public announcement, Golden Hammer and Rowlee engaged in conduct intended to interfere with ADS-B’s performance under the JetNet Agreement and to quickly deflate ADS-B’s value.  On January 26, 2023, the ADS-B website became unstable and unreachable for several hours.  (FACC, ¶ 85.)  During the website outage, Rowlee made several public representations to ADS-B’s customers that hackers caused the disruption but later told Streufert that the outage was not caused by malicious outside attackers without publicly informing customers of this information.  (FACC, ¶ 86.)  Streufert allegedly believed Rowlee’s representations but suspected that Rowlee intentionally failed to correct public perception in order to sabotage the ADS-B website.  (FACC, ¶ 87.)  Rowlee also failed to make this information public in order to undermine ADS-B’s customers’ confidence in ADS-B’s data handling and security measures, as well as to create the false public perception that ADS-B’s customer base was enraged by the JetNet Agreement.  (FACC, ¶ 88.)

Rowlee continued attempting to sabotage ADS-B by sending public messages on the Discord service telling ADS-B’s members to shut down their “feeders,” which supply crowdsourced data necessary for ADS-B to track aircraft.  (FACC, ¶¶ 89.)  Rowlee also directed former ADS-B contractor James Stanford to post a post a series of derogatory public comments on the Discord service encouraging ADSB’s members to cancel their memberships, shut down their feeders and instead supply the crowdsourced tracking data to competing websites, and to seek retribution against ADS-B and Streufert for the JetNet Agreement.  (FACC, ¶¶ 82, 90.)

The FACC further alleges that on February 2, 2023, Rowlee and Golden Hammer blocked Streufert’s access to the ADS-B platform by disabling Streufert’s access and denying Streufert access to encrypted and backup versions of the platform.  (FACC, ¶¶ 92-93.)  Rowlee and Golden Hammer then began claiming ownership of the ADS-B platform and insisting the platform contained Golden Hammer’s intellectual property.  (FACC, ¶ 94.)  On February 14, 2023, Rowlee directed Stanford to contact JetNet COO, Josh Baird, via telephone to inform him that JetNet would no longer be granted access to the servers hosting ADS-B’s services.  (FACC, ¶ 95.)  The FACC alleges that Rowlee and Hammer engaged in this conduct to intentionally disrupt ADS-B’s performance under the JetNet Agreement and knew that disrupting ADS-B’s performance of the agreement was certain or substantially certain to occur because of the conduct.  (FACC, ¶¶ 96-97.)

Golden Hammer and Rowlee’s intentional acts actually disrupted ADS-B and Streufert’s performance under the JetNet Agreement and which caused damages such as JetNet withholding certain escrow funds from Streufert, JetNet bringing and indemnification claim against ADS-B and Streufert, and interference with the JetNet-Streufert employment relationship.  (FACC, ¶¶ 98, 100-101.)

However, as set forth above, the cross complaint can be read to allege that the lawsuits filed against cross complainants were part of the interference cause of action and, to that extent, also implicate the litigation privilege.  The demurrer to that cause of action is sustained with leave to amend on that ground.

CONCLUSION