Judge: Jon R. Takasugi, Case: 20STCV13063, Date: 2022-08-05 Tentative Ruling

Case Number: 20STCV13063    Hearing Date: August 5, 2022    Dept: 17

Superior Court of California

County of Los Angeles

DEPARTMENT 17

TENTATIVE RULING

            MKM Defendants’ demurrer is OVERRULED.

            On 4/2/2020, Plaintiff Miawa Investment, Inc. and Maggie-Dawson, Inc. (collectively, Plaintiffs) filed suit against Zhou Cai, and Vista Selection, Inc., alleging: (1) breach of contract; and (2) fraud.

            On 5/26/2020, Zhou Cai and Vita Selection, Inc. filed a cross-complaint against Miawa Investment, Maggie-Dawson, Inc., Juan Li, and Seven Bubble, Inc., alleging: (1) breach of contract; (2) common counts; (3) fraud; (4) intentional tort; and (5) general negligence.

            On 3/1/2022, Vista Selection, Inc. filed a cross-complaint against MKM Trading, LLC and Christie Ly (collectively, MKM Defendants), alleging: (1) breach of contract; and (2) fraud.

            Now, MKM Defendants demur to Vista Selection Inc.’s (Vista) cross-complaint against them.[1]

Legal Standard

A demurrer for sufficiency tests whether the complaint states a cause of action.¿ (Hahn v. Mirda (2007) 147 Cal.App.4th 740, 747 (Hahn).) ¿When considering demurrers, courts read the allegations liberally and in context.¿ (Taylor v. City of Los Angeles Dept. of Water and Power¿(2006) 144 Cal.App.4th 1216, 1228.)¿ In a demurrer proceeding, the defects must be apparent on the face of the pleading or via proper judicial notice.¿ (Donabedian v. Mercury Ins. Co. (2004) 116 Cal.App.4th 968, 994.)¿ “A demurrer tests the pleadings alone and not the evidence or other extrinsic matters.¿ Therefore, it lies only where the defects appear on the face of the pleading or are judicially noticed.”¿ (SKF Farms v. Superior Court (1984) 153 Cal.App.3d 902, 905.)¿ “The only issue involved in a demurrer hearing is whether the complaint, as it stands, unconnected with extraneous matters, states a cause of action.”¿ (Hahn, supra, 147 Cal.App.4th at p. 747.) 

Service

            In opposition, Vista argues that the demurrer it was served with lacked information about the date or time of hearing, nor was a meet-and-confer declaration attached. As such, it was incomplete.

            Because Vista was able to substantively oppose the motion, the Court has still evaluated MKM Defendants’ claims to avoid additional motion practice. However, the Court notes that MKM Defendants are to obey all filing requirements—including meet-and-confer requirements—moving forward.

Discussion

I.                   Breach of Contract

MKM Defendants argue that Vista has failed to allege the substance of the contracts, and failed to allege facts which should show that the expiration dates were a material term of the contract.

The Court disagrees.

Here, Vista alleges that:

-         The parties contracted for the purchase and sale of N95 Flat Fold Particulate Respirator masks. (XC ¶ 9.)

-         Despite Vista paying the full purchase price, MKM defendants shipped masks which were expired. (XC ¶¶ 10-11.)

-         This conduct constituted a breach of the contract. (Ibid.)

As such, Vista has clearly alleged the terms of contract and the alleged breach. The Court accepts well-pled allegations as true at the pleading stage, and a breach of contract cause of action is not subject to heightened pleading standards. Thus, while it may be that the expiration dates were not a material term of the contract and thus did not constitute a breach, this is a factual determination not properly decided at this stage.

Based on the foregoing, MKM Defendants’ demurrer to the breach of contract cause of action is overruled.

II.               Fraud

MKM Defendants argue that Vista has failed to allege fraud with the requisite specificity.

The Court disagrees.

Fraud must be plead with specificity rather than with ‘general and conclusory allegations.” (Small v. Fritz Companies, Inc. (2003) 30 Cal.4th 167, 184.) The specificity requirement means a plaintiff must allege facts showing how, when, where, to whom, and by what means the representations were made. In the case of a corporate defendant, the plaintiff must allege the names of the persons who made the representations, their authority to speak on behalf of the corporation, to whom they spoke, what they said or wrote, and when the representation was made. (Lazar v. Superior Court (1996) 12 Cal.4th 631, 645.)” (West v. JPMorgan Chase Bank, N.A. (2013) 214 Cal.App.4th 780, 793.)

Here, Vista alleges that MKM Defendants knew that the masks were expired and not fit for the use desired by Vista, and despite this knowledge, concealed this fact and sold the expired masks to Vista with the intent to default. (XC ¶¶ 14-17.) This is sufficient at the pleading stage to state a claim for fraud. (Lazar, supra, 12 Cal.4th at p. 645.)

 Based on the foregoing, MKM Defendants’ demurrer is overruled.  

It is so ordered.

Dated:  August    , 2022

   Hon. Jon R. Takasugi
   Judge of the Superior Court

Parties who intend to submit on this tentative must send an email to the court at smcdept17@lacourt.org by 4 p.m. the day prior as directed by the instructions provided on the court website at www.lacourt.org.  If a party submits on the tentative, the party’s email must include the case number and must identify the party submitting on the tentative.  If all parties to a motion submit, the court will adopt this tentative as the final order.  If the department does not receive an email indicating the parties are submitting on the tentative and there are no appearances at the hearing, the motion may be placed off calendar. 

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