Judge: John J. Kralik, Case: 22BBCV00907, Date: 2023-02-24 Tentative Ruling

Case Number: 22BBCV00907    Hearing Date: February 24, 2023    Dept: NCB

Superior Court of California

County of Los Angeles

North Central District

Department B



franck rouas,




richline group, inc.,




  Case No.:  22BBCV00907


  Hearing Date: February 24, 2023


  [TENTATIVE] order RE:





A.    Allegations

Plaintiff Franck Rouas (“Plaintiff”) alleges that he is the owner of Solidus Fragrances.  Plaintiff alleges that he entered into a License Agreement with OroAmerica on November 30, 2018 to provide Defendant Richline Group, Inc. (“Defendant”) an exclusive license to sell Solidus Fragrances Beverly Hills Gold Perfume fragrances and all other brands.  Defendant is alleged to be a wholly owned subsidiary of Berkshire Hathaway, Inc. and as such agreed to pay to Solidus Fragrances owned by Plaintiff a royalty of $784,000.  Plaintiff alleges that Defendant breached the License Agreement on November 30, 2018 by failing to pay the amount. 

The complaint, filed November 3, 2022, alleges a single cause of action for breach of contract.

B.     Demurrer on Calendar

On January 6, 2023, Defendant filed a demurrer to the complaint and the sole cause of action for breach of contract.

On February 1, 2023, Plaintiff filed an opposition brief.

On February 16, 2023, Defendant filed a reply brief.


            Defendant requests judicial notice of Exhibits: (1) Berkshire Hathaway Inc.’s Form 10-K Annual Report dated February 29, 2008; (2) OroAmerica Inc.’s Form 10-Q Quarterly Report dated June 13, 2001; (3) OroAmerica Inc.’s Long Form Certificate of Good Standing from the state of Delaware dated September 23, 2022; (4) OroAmerica Inc.’s Form 15 Certification and Notice of  Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934 dated June 26, 2001; (5) a pdf of search results from the SEC’s online company search function called EDGAR,, which identifies “Company Search Results” for “OROMAERICA INC” (taken January 6, 2023); and (6) AE Enterprises LLC’s Long Form Certificate of Good Standing from the state of Delaware dated January 5, 2023.  The Court takes judicial notice of the existence of the documents (i.e., that they were filed on the dates with the SEC at that point in time), but not for the truths of the matters stated therein.


Defendant demurs to the sole cause of action for breach of contract. 

First, Defendant argues that Plaintiff cannot establish a contract between Plaintiff and Defendant because the alleged License Agreement shows that the named parties to the agreement are Plaintiff and “Guy Benhamou and Family Trust Owner at Oroamerica Inc and All Companies” entered into the agreement and that Mr. Benhamou signed on behalf of entities called “OroAmerica” and “Aurafin”—not Defendant Richline.  Thus, Defendant argues that it is not a party to the License Agreement. 

In the complaint, Plaintiff alleges that Plaintiff entered into the License Agreement with OroAmerica (Compl., ¶6) and then later alleges that he entered into the License Agreement with “Defendants” (Compl., ¶10).  However, the attached License Agreement only shows it was entered between Plaintiff and “Guy Benhamou (OROAMERICA), of 443 north varney street, Burbank, California 91423.”  (Compl., Ex. A.)  It is signed by Guy Benhamou as CEO and also as “Guy Benhamou And Family Trust Owner At Oroamerica Inc And All Companies Aurafin.”  Defendant Richline is not a party to the License Agreement and is not mentioned in any portion of the agreement.  “If facts appearing in the exhibits [attached to the compliant] contradict those alleged, the facts in the exhibits take precedence.”  (Holland v. Morse Diesel Intern., Inc. (2001) 86 Cal.App.4th 1443, 1447.) Taking the facts presented in the License Agreement, Plaintiff has not alleged sufficient facts showing that Defendant is a party to the License Agreement and bound to its terms.

Second, Defendant argues that the Court should disregard Plaintiff’s allegation that he is owed a royalty because Defendant became a wholly owned subsidiary of Berkshire Hathaway.  Defendant argues that while Berkshire Hathaway formed Defendant in 2007, it is unclear how this formation in 2007 could obligate Defendant to Plaintiff on November 30, 2018 for a license agreement between Plaintiff and Mr. Benhamou.  Defendant also argues that OroAmerica and Aurafin were not validly existing legal entities when the License Agreement was purportedly executed because OroAmerica merged out of existence in 2001 and Aurafin (changing its name to AE Enterprises LLC) dissolved by 2009.  (Def.’s RJN Exs. 3-6.) 

The complaint makes cursory allegations that the License Agreement was entered between Plaintiff and OroAmerica, Plaintiff entered into the License Agreement to provide Defendant an exclusive license to the perfume, and Defendant is a wholly owned subsidiary of Berkshire Hathaway and “as such” agreed to pay to Solidus Fragrances owned by Plaintiff a $784,000 royalty.  (Compl., ¶¶6-8.)  The complaint does not make a connection showing how this relationship with Berkshire Hathaway would obligate Defendant to be liable for breach of the License Agreement for which it was not a signatory or party.  In addition, the relationship between OroAmerica/Aurafin and Defendant has also not been established in the complaint.  At most, the additional exhibits in the complaint show that Guy Benhamou may have been the principal of Defendant and other companies, but this in and of itself is not sufficient to show how Defendant, a separate corporate entity, is liable to Plaintiff on a License Agreement that Defendant did not sign and was not a party to.

The Court notes that Plaintiff filed an opposition to the demurrer, but it appears to be a reiteration of the complaint, as it includes sections for jurisdiction, statement of facts, and a prayer for relief.  The opposition does not address the arguments raised in the demurrer or show how amendment is possible against Defendant.

The demurrer to the complaint is sustained.  As this is the first attempt at the pleading, the Court will grant leave to amend.  However, Plaintiff should carefully consider whether Defendant Richline is the proper defendant for this action.  The documents attached to the complaint and the public reports attached by Defendants raise a strong inference that amendment may not be possible.


Defendant Richline Group, Inc.’s demurrer to the 1st cause of action in the complaint is sustained with 20 days leave to amend.

Defendant shall provide notice of this order.