Judge: H. Jay Ford, III, Case: 22SMCV01356, Date: 2024-03-14 Tentative Ruling

Case Number: 22SMCV01356    Hearing Date: April 9, 2024    Dept: O

  Case Name:  Skylark (UK) Servicing LLC v. Hadid, et al.

SUBJECT:                 DEMURRER WITHOUT MOTION TO STRIKE

MOVING PARTY:   Cross-Defendants Toby Contrarsy and Nikki Ceniceros

RESP. PARTY:         Cross-Complainant Tree Lane, LLC

TENTATIVE RULING

            Cross-Defendants Toby Contrarsy and Nikki Ceniceros Demurrer without motion to strike is OVERRULED. Cross-Complainant Tree Lane, LLC’s successfully pleads all the elements of the 13^th, 15^th, and 16^th causes of actions as to Cross-Defendants Toby Contrarsy and Nikki Ceniceros.

            Cross-Complainant Tree Lane, LLC’s Objections are SUSTAINED.

I.                Demurrer to 13^th Cause of Action for Declaratory Relief –OVERRULED

“To allege facts sufficient to state a cause of action for declaratory relief, the plaintiff must allege two essential elements: (1) a proper subject of declaratory relief, and (2) an actual controversy involving justiciable questions relating to the rights or obligations of a party.” (Childhelp, Inc. v. City of Los Angeles (2023) 91 Cal.App.5th 224, 235, as modified (May 5, 2023), [internal citations omitted].)

Cross-Defendants Toby Contrarsy and Niki Ceniceros (“Cross-Defendants”) argue this cause of action is duplicative of the other causes of action including breach of contract, breach of implied covenant of good faith and fair dealing and slander of title, and thus is improper. (Demurrer, pp. 8–9.) Cross-complainant Tree Lane, LLC (“Tree Lane”) argues this is incorrect as complaint may plead alternative theories of recovery. (Oppo., p. 6.) The Court find that a complaint may plead alternative forms of recovery. (See Klein v. Chevron U.S.A., Inc. (2012) 202 Cal.App.4th 1342, 1388  [“it is true that modern rules of pleading generally permit plaintiffs to set forth alternative theories in varied and inconsistent counts.”]; see also Eichler Homes of San Mateo, Inc. v. Superior Court of San Mateo County (1961) 55 Cal.2d 845, 847 [“The same cause of action, of course, may be stated variously in separate counts.”].)

Cross-Defendants argue they are improper parties to this cause of action since they are not the beneficiaries on any deed of trust, nor the lender. (Demurrer, p 9.) Tree Lane argues Cross-Defendants are alleged to have been direct participants in both the Loan-to-Own Scheme, and the 1 Acre Lot Fraud. (See FACC ¶¶ 12, 77, 234, 243, 244). Further, Tree Lane argues that their declaratory relief “seeks a determination of the enforceability of the Loan Agreements, of the usury claims, and of the validity, priority, and extent of Skylark’s liens against the property, and a holding that Tree Lane’s Property should remain with Tree Lane, notwithstanding the improper 1 Acre Lot Fraud.” (See Oppo, pp. 6–7; FAC, ¶¶ 227.)

The Court finds that Cross-Defendants have properly plead an actual controversy that requires declaratory relief against

II.             Demurrer to 15^th Cause of Action for Tortious Interference with Contractual Relations –OVERRULED

“The elements which a plaintiff must plead to state the cause of action for intentional interference with contractual relations are (1) a valid contract between plaintiff and a third party; (2) defendant's knowledge of this contract; (3) 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.” (Quelimane Co. v. Stewart Title Guaranty Co. (1998) 19 Cal.4th 26, 55, as modified (Sept. 23, 1998).)

“The tort duty not to interfere with the contract falls only on strangers—interlopers who have no legitimate interest in the scope or course of the contract's performance.” (Applied Equipment Corp. v. Litton Saudi Arabia Ltd. (1994) 7 Cal.4th 503, 514.) “It is also well established that corporate agents and employees acting for and on behalf of a corporation cannot be held liable for inducing a breach of the corporation's contract.” (Shoemaker v. Myers (1990) 52 Cal.3d 1, 24.) “[T]he “agent's immunity rule” has no direct applicability to a claim for interference with contract rights. The rule is simply that “duly acting agents and employees cannot be held liable for conspiring with their own principals....” (Mintz v. Blue Cross of California (2009) 172 Cal.App.4th 1594, 1605.)

Tree Lane pleads there was a valid contract between Tree Lane and Skylark, and other third parties including Lydda Lud, and “various contractors, sub-contractors and suppliers. (FACC, ¶¶ 231, 237.) Tree Lane pleads that Cross-Defendants knew of the contracts. (FACC, ¶ 232.) Tree Lane pleads Cross-Defendants intentional acts to induce the breach, actual breach, and the resulting damage. (FACC, ¶¶ 239, 240.) Tree Lane pleads actions of the Cross-Defendants “interfered with the 1 Acre Lot PSA” or the contract. (FACC, ¶ 240.) Tree Lane pleads that Cross-Defendants were not acting for or on behalf of Skylark when perpetuating the alleged contractual interference. (FACC, ¶ 240.)  Thus, Tree Lane has successfully plead a cause of action for Tortious Interference with Contractual Relations.

III.           Demurrer to 16^th Cause of Action for Aiding and Abetting Torts –OVERRULED

“Liability may also be imposed on one who aids and abets the commission of an intentional tort if the person (a) knows the other's conduct constitutes a breach of duty and gives substantial assistance or encouragement to the other to so act or (b) gives substantial assistance to the other in accomplishing a tortious result and the person's own conduct, separately considered, constitutes a breach of duty to the third person. (Saunders v. Superior Court (1994) 27 Cal.App.4th 832, 846.)

“[D]uly acting agents and employees cannot be held liable for conspiring with their own principals (the “agent's immunity rule”). (Applied Equipment Corp. v. Litton Saudi Arabia Ltd. (1994) 7 Cal.4th 503, 512.)

Tree Lane has plead around the agent’s immunity rule by alleging that Cross-Defendants were not acting for or behalf of Skylar when perpetuating the alleged intentional torts including tortious Interference with contract. (FACC, ¶ 240.)  Tree Lane has plead all the elements of aiding and abetting as to Cross-Defendants. (FACC, ¶ 242–245.)

Cross-Defendants argue that the claim is uncertain it that it combines two different primary torts into one aiding and abetting cause of action, however Cross-Defendants do not provide authority as to why this is an issue, and Demurrer’s for uncertainty are not favored.

Thus, Tree lane has properly plead a claim for Aiding and abetting as to Cross-Defendants.