Judge: Glenn R. Salter, Case: 21-1200051, Date: 2022-08-18 Tentative Ruling

The demurrers of cross-defendants KB Depot, Inc., and KB Cabinet and Countertop, Inc., to the First Amended Cross-Complaint of Jie Li is SUSTAINED in part and OVERRULED in part with 10 days leave to amend.

The demurrer is SUSTAINED without leave as to the First, Third, and Fourth Causes of Action.  Li does not oppose them and given there are no facts pled against these defendants for misrepresentation or breach of fiduciary duty, no leave to amend is permitted.

The demurrer is OVERRULED as to the Second, Fifth, and Sixth Causes of Action.

The Second Cause of Action is for breach of various oral contracts.  Paragraph 140 of the amended cross-complaint sufficiently alleges the cross-defendants took loans from the cross-complainant and have not repaid them.  No facts are alleged that would suggest (at the pleading stage) that these contracts are barred by the Statute of Limitations.  The further claim that this cause of action is barred by the Statute of Frauds seems unsupportable.  The court concludes that a reasonable interpretation of the allegations suggests that Hong did not promise to repay the loan, an agreement that might have a Statute of Frauds issue; rather, Hong promised Li that KBCCI would repay the loan.  The facts at trial may be different.  But for purposes of a demurrer the allegations are sufficient to state a cause of action.

The Fifth Cause of Action is for conversion.  Li asserts the cross-defendants converted her 20 percent shareholder interest in FCI.  Although Li does not allege that KBCCI converted her property, she sufficiently alleges its liability under an alter ego theory.

The Sixth Cause of Action is for money had and received, a common count.  This cause of action is based on a stock purchase agreement, a share purchase agreement, and oral agreements.  She seeks $1,489,850.  It is unclear exactly how this would fit into a common count.  But for purposes of a demurrer, it is sufficiently pled.

The cross-complainant shall give notice.