Judge: Kevin C. Brazile, Case: 22STCV34181, Date: 2023-10-25 Tentative Ruling

Case Number: 22STCV34181    Hearing Date: October 25, 2023    Dept: 20

Tentative Ruling

Judge Kevin C. Brazile

Hearing Date:                         Wednesday, October 25, 2023

Case Name:                            Equaltox, LLC v. Health Access for All, Inc.

Case No.:                                22STCV34181

Motion:                                  Demurrer to Complaint

Moving Party:                         Defendant Health Access for All, Inc. dba Angeles Community Health Center

Responding Party:                  Plaintiff Equaltox, LLC dba Equaltox Laboratory

Notice:                                    OK

Ruling:                                    Defendant Health Access for All, Inc.’s demurrer is OVERRULED.

Defendant Health Access for All, Inc. to give notice.

If counsel do not submit on the tentative, they are strongly encouraged to appear by LACourtConnect rather than in person due to the COVID-19 pandemic.

BACKGROUND

            The complaint alleges that Plaintiff Equaltox, LLC dba Equaltox Laboratory (“Plaintiff”) entered into an oral agreement with Defendant Health Access for All, Inc. (“Defendant”) to perform and provide clinical laboratory testing and reporting on specimens furnished to it by Defendant, and Defendant would pay for the tests. Plaintiff sues for $60,900.00 for services provided between August 2021 and January 2022.

            The complaint asserts causes of action for (1) breach of oral contract; (2) work, labor, and services/agreed price; (3) open book account; (4) account stated; and (5) unjust enrichment.

            On May 22, 2023, Defendant demurred. On October 10, 2023, Plaintiff opposed. On October 18, 2023, Defendant replied.

DISCUSSION

APPLICABLE LAW

When considering demurrers, courts read the allegations liberally and in context, and “treat the demurrer as admitting all material facts properly pleaded, but not contentions, deductions or conclusions of fact or law.” (Serrano v. Priest (1971) 5 Cal.3d 584, 591.)  “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. 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 v. Mirda (2007) 147 Cal.App.4th 740, 747.)  “If the complaint states a cause of action under any theory, regardless of the title under which the factual basis for relief is stated, that aspect of the complaint is good against a demurrer.” (Quelimane Co. v. Stewart Title Guar. Co. (1998) 19 Cal.4th 26, 38.) Demurrers for uncertainty are strictly construed, because discovery can be used for clarification, and apply where defendants cannot reasonably determine what issues or claims are stated.  (Khoury v. Maly’s of Cal., Inc. (1993) 14 Cal.App.4th 612, 616; Weil & Brown, Civ. Pro. Before Trial (The Rutter Group 2021) ¶¶7:85-7:86.)  It is error “to sustain a demurrer without leave to amend if the plaintiff shows there is a reasonable possibility any defect identified by the defendant can be cured by amendment.”  (Aubry v. Tri-City Hospital Dist. (1992) 2 Cal.4th 962, 967.)

APPLICATION TO FACTS

Defendant demurs to the 1^st cause of action for breach of oral contract, the 2^nd cause of action for work, labor, and services/agreed price, 3^rd cause of action for open book account, 4^th cause of action for account stated, and 5^th cause of action for unjust enrichment.

Preliminarily, it is unclear whether Defendant met the meet-and-confer requirements. It is unknown whether Defendant’s counsel communicated with Plaintiff’s counsel in person, by telephone, or by another means, and the parties must communicate in person or by telephone. (Code Civ. Pro. § 430.41, subd. (a).)

1^st cause of action for breach of oral contract

Defendant first contends that this cause of action fails because the terms of the purported agreement are not sufficiently certain.

“Whether a contract is sufficiently definite to be enforceable is a question of law for the court.” (Ladas v. California State Automobile Assn. (1993) 19 Cal.App.4th 761, 770, fn. 2.) An oral contract may be pleaded generally as to its effect because it is rarely possible to allege the exact words. (Khoury v. Maly's of California, Inc. (1993) 14 Cal.App.4th 612, 616.) A demurrer for uncertainty is strictly construed, even where a complaint is in some respects uncertain, because ambiguities can be clarified under modern discovery procedures. (Ibid.)

Plaintiff has sufficiently alleged facts for its breach of oral contract cause of action. It alleges that on or about August 22, 2021, it entered into an oral agreement with Defendant where it agreed to perform and provide clinical laboratory testing and reporting on specimens furnished to it by Defendant, and Defendant would pay for the tests. (Complaint, ¶ 7). Plaintiff provided the services between August 2021 and January 2022, and now, there is a balance due of $60,900.00 (Ibid.)

            The demurrer is overruled as to this cause of action.

2^nd cause of action for work, labor, and services/agreed price, 3^rd cause of action for open book account, and 4^th cause of action for account stated

Defendant demurs to the second, third, and fourth causes of action on the same ground as it demurred to the first cause of action. Defendant additionally demurs to the fourth cause of action because its allegations of an account stating in writing is inconsistent with its allegations of an oral agreement.

For the same reasons that apply to the breach of contract cause of action, the demurrer is overruled as to the second and third causes of action.

For the account stated cause of action, Plaintiff alleges that “within the last two years an account was stated in writing by and between Plaintiff and Defendant wherein it was agreed that Defendant was indebted to Plaintiff in the sum of $60,900.00.” (Complaint, ¶ 17.) Plaintiff argues that there is no inconsistency because the action for account stated is not founded upon the original items, but upon the balance agreed to by the parties, citing Gleason v. Klamer (1980) 103 Cal.App.3d 782, 786-787. The court agrees. The demurrer is overruled as to the fourth cause of action.

5^th cause of action for unjust enrichment

            Defendant demurs to the fifth cause of action for unjust enrichment on the ground that it is conclusory because Plaintiff only alleges that “Defendants knowingly received and retained the benefit of the testing services provided by Plaintiff and used those services in ACHCs’ business without paying Plaintiff for any portion of the services.”

“The elements for a claim of unjust enrichment are receipt of a benefit and unjust retention of the benefit at the expense of another. The theory of unjust enrichment requires one who acquires a benefit which may not justly be retained, to return either the thing or its equivalent to the aggrieved party so as not to be unjustly enriched.” (Lyles v. Sangadeo-Patel (2014) 225 Cal.App.4th 759, 769.) Based on this, the Court finds that Plaintiff’s allegations are not conclusory.

Thus, the Court overrules the fifth cause of action.

CONCLUSION

Defendant’s demurrer is overruled.

Defendant to give notice.

            If counsel do not submit on the tentative, they are strongly encouraged to appear by LACourtConnect rather than in person due to the COVID-19 pandemic.