Judge: Joel R Wohlfeil, Case: 37-2024-00003406-CU-BC-CTL, Date: 2024-06-07 Tentative Ruling

SUPERIOR COURT OF CALIFORNIA,

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HALL OF JUSTICE

TENTATIVE RULINGS - June 05, 2024

06/07/2024  09:00:00 AM  C-73 COUNTY OF SAN DIEGO

JUDICIAL OFFICER:Joel R. Wohlfeil

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Civil - Unlimited  Breach of Contract/Warranty Demurrer / Motion to Strike 37-2024-00003406-CU-BC-CTL SOERYADJAYA VS DOHERTY [IMAGED] CAUSAL DOCUMENT/DATE FILED: Demurrer, 05/10/2024

The general Demurrer (ROA # 17) of Defendant DYLAN DOHERTY ('Defendant') to each cause of action in the First Amended Complaint of MICHAEL SOERADJAYA ('Plaintiff'), is SUSTAINED IN PART and OVERRULED IN PART.

The Demurrer to causes of action 1 - 3 and 5 - 7 is overruled, and the Demurrer to cause of action 4 is sustained.

Plaintiff is permitted leave to file and serve a Second Amended Complaint addressing the deficiencies within the fourth cause of action within twenty (20) days of this hearing.

Regarding the first cause of action, paragraph 17 of the FAC alleges the contract was entered into as between Plaintiff and Defendant Andrea Doherty. However, paragraph 10 alleges Defendants are the alter egos of each other such that Defendant Dylan Doherty is also potentially liable for this breach of contract. Sufficient ultimate facts are alleged supporting an alter ego theory. Specific fact pleading is not required. The Demurrer is overruled on this basis.

Regarding the second cause of action, the elements of a claim of unjust enrichment are receipt of a benefit and unjust retention of the benefit at the expense of another. Lectrodryer v. SeoulBank (2000) 77 Cal. App. 4th 723, 726. It is not alleged that Defendant Dylan Doherty received the proceeds from the vehicle sale. On the other hand, Defendant Andrea Doherty must have received this benefit because she is the contracting party. As discussed above, Dylan Doherty is potentially liable for any enrichment that benefited Andrea Doherty under an alter ego theory. The Demurrer is overruled on this basis.

Paragraphs 45 - 47 within the third cause of action demonstrate that the alleged unfair competition is predicated on fraudulent inducement. No facts are alleged regarding Defendant Dylan Doherty's participation in the fraudulent scheme. There are no allegations that he made any statements or took any independent actions to further the alleged scheme. On the other hand, the FAC dos allege facts supporting Defendant Andrea Doherty's participation in this scheme. As discussed above, Dylan Doherty is potentially liable for any fraud committed by Andrea Doherty under an alter ego theory. The Demurrer is overruled on this basis.

Regarding the fourth cause of action, in order to establish a cause of action for fraud, Plaintiff must plead factually and specifically all of the elements of the cause of action. Conrad v. Bank of America (1996) 45 Cal. App. 4th 133, 156. General and conclusory claims of fraud will not suffice. Id. This particularity Calendar No.: Event ID:  TENTATIVE RULINGS

3126385 CASE NUMBER: CASE TITLE:  SOERYADJAYA VS DOHERTY [IMAGED]  37-2024-00003406-CU-BC-CTL requirement necessitates pleading facts which show how, when, where, to whom, and by what means the representations were tendered. Lazar v. Superior Court (1996) 12 Cal. 4th 631, 645.

As discussed above, no facts are alleged regarding Defendant Dylan Doherty's participation in the fraudulent scheme. In addition, specific facts are not alleged supporting the alter ego theory. Specific facts are not alleged describing the unity of interest as between Defendants. Given the heightened pleading standard, this cause of action is deficient and the Demurrer is sustained.

Regarding the fifth cause of action, the tort of conversion comprises three elements: (a) Plaintiff's ownership or right to possession of personal property, (b) Defendant's disposition of the property in a manner inconsistent with Plaintiff's property rights, and (c) resulting damages. Voris v. Lampert (2019) 7 Cal. 5th 1141, 1150. Money cannot be the subject of an action for conversion unless a specific sum capable of identification is involved. Id. at 1151.

The FAC sufficiently alleges conversion of a specific sum capable of identification (car sale proceeds of $190,800) by Defendant Andrea Doherty. It is not alleged that Defendant Dylan Doherty converted or possesses this sum. On the other hand, and as discussed above, Dylan Doherty is potentially liable for the conversion by Andrea Doherty under an alter ego theory. The Demurrer is overruled on this basis.

Regarding the sixth cause of action, the essential allegations of a common count are: (a) the statement of indebtedness in a certain sum, (b) the consideration, i.e., goods sold, work done, etc., and (c) nonpayment. Farmers Ins. Exchange v. Zerin (1997) 53 Cal. App. 4th 445, 460. As discussed above, sufficient ultimate facts are alleged demonstrating that Defendant Andrea Doherty is indebted to Plaintiff for the car sale proceeds. Defendant Dylan Doherty is potentially liable for this indebtedness under an alter ego theory. The Demurrer is overruled on this basis.

Regarding the seventh cause of action, there are two kinds of fiduciary duties: those imposed by law and those undertaken by agreement. GAB Business Services, Inc. v. Lindsey & Newsom Claim Services, Inc. (2000) 83 Cal. App. 4th 409, 416. Fiduciary duties are imposed by law in certain technical, legal relationships such as those between partners or joint venturers, husbands and wives, guardians and wards, trustees and beneficiaries, principals and agents and attorneys and clients. Id. A fiduciary duty is undertaken by agreement when one person enters into a confidential relationship with another. Id. at 417. A confidential relationship arises where a confidence is reposed by one person in the integrity of another, and the party in whom the confidence is reposed voluntarily accepts or assumes to accept the confidence. Id. The existence of such a relationship founded upon agreement (the 'repose' and 'acceptance' of a confidence) is a question of fact. Id. 'One who voluntarily assumes a position of trust and confidence is a fiduciary, and he remains a fiduciary as long as trust and confidence are reposed in him.' Sime v. Malouf (1949) 95 Cal. App. 2d 82, 98.

The FAC alleges a fiduciary duty undertaken by agreement: Plaintiff entered into a confidential relationship with Defendant Andrea Doherty. The agreement to entrust a vehicle valued at $200,000 to the care of this Defendant necessarily entails a confidence reposed by Plaintiff in the integrity of Andrea Doherty, and her acceptance of this confidence. At the same time, the consignment agreement may have also created a principal / agent relationship. As discussed above, Defendant Dylan Doherty is potentially liable for breach of this fiduciary duty under an alter ego theory. The Demurrer is overruled on this basis.

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