Judge: Kevin C. Brazile, Case: 24STCV10544, Date: 2025-04-23 Tentative Ruling

Hearing Date: April 23, 2025

Case Name: Semerdzhyan v. Guerrero, et al.

Case No.: 24STCV10388

Matter: Demurrer

Moving Party: Defendants Gabriel Guerrero, Justin Chu, Noel Foe, Yam Kong, Marina

Enterprises, Inc., and 322 Act 1038 LLC

Responding Party: Plaintiffs Petros Semerdzhyan and PKG Inc.

Notice: OK

Ruling: The Demurrer is sustained, with 20 days leave to amend.

Moving party to give notice.

The Court encourages all parties to appear remotely via LA CourtConnect.  If submitting on the Court's tentative ruling, please follow the instructions provided above.

On December 20, 2024, Plaintiffs Petros Semerdzhyan and PKG Inc. filed the operative First Amended Complaint (“FAC”) alleging 16 causes of action arising out of a transaction in which “Defendants counseled Plaintiff to sell and exchange (1031 exchange) Pete’s Collision Center located at 188 N. Daisy Ave, Pasadena Ca. 91107, [ ] and to exchange into the property located at 1456 North Grove Avenue, Ontario, CA 91764-2005 (hereinafter Property). . . . The Property was supposed to be allocated as follows: PKG would own 25% of the Property and 322 would own 75% of the Property.”  The FAC is very difficult to follow, but, among other things, Plaintiffs allege that had they “known about all of the issues, litigation, tax issues, and all issues” surrounding the transaction, they would have simply sold their collision center for $2.1 million to a third-party rather than doing the 1031 exchange with Defendants for a property that will never be completely developed. 

Defendants Gabriel Guerrero, Justin Chu, Noel Foe, Yam Kong, Marina Enterprises, Inc., and 322 Act 1038 LLC demur to the entirety of the FAC for failure to state sufficient facts. 

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.)  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.)

On April 9, 2025, the Court sustained the demurrer of Defendants Southbay Passive Income Inc. and Simon Cazares Jr.  The Court allowed Plaintiff to file a Second Amended Complaint (“SAC”).  

Because the SAC will presumably add facts based on the conspiracy between all parties, the Court will, in the exercise of its discretion, sustain the instant Demurrer and allow an additional 20 days to file the SAC.  After meeting and conferring, any subsequent demurrers will then be heard on the same day.

Moving party to give notice.