Judge: Latrice A. G. Byrdsong, Case: 23STLC03297, Date: 2023-11-09 Tentative Ruling

Case Number: 23STLC03297    Hearing Date: November 9, 2023    Dept: 25

HEARING DATE:    Thu., November 9, 2023                                 JUDGE /DEPT:        Byrdsong/25

CASE NAME:           Westlake Services, LLC v. Todd                   COMPL. FILED:      05-18-23

Huffman        

CASE NUMBER:     23STLC03297                                                DISC. C/O:               10-15-23

PROCEEDINGS:     DEMURRER TO PLAINTIFF’S COMPLAINT

MOVING PARTY:   Defendant Todd Huffman

RESP. PARTY:         Plaintiff Westlake Services, LLC

DEMURRER

(CCP § 430.10, et seq.)

TENTATIVE RULING:

Defendant Todd Huffman’s Demurrer to Plaintiff’s Complaint is OVERRULED. 

Defendant is ordered to file an answer within twenty (20) days of this hearing date.

SERVICE: 

[X] Proof of Service Timely Filed (CRC, rule 3.1300)                      OK

[X] Correct Address (CCP §§ 1013, 1013a)                                      OK

[X] 16/21 Court Days Lapsed (CCP §§ 12c, 1005(b))                       OK  

OPPOSITION:          Filed on October 12, 2023                  [   ] Late                      [  ] None

REPLY:                     Filed on November 2, 2023                [   ] Late                      [  ] None

ANALYSIS:

I.                    Background

On May 18, 2023, Plaintiff Westlake Services, LLC (“Plaintiff”) filed an action against Defendant Todd Huffman (“Defendant”).

Defendant filed the instant Demurrer to Plaintiff’s Complaint (the “Demurrer”) on September 5, 2023. Plaintiff filed an opposition on October 12, 2023. On November 2, 2023, Defendant filed a reply.

II.                 Legal Standard

“The primary function of a pleading is to give the other party notice so that it may prepare its

case [citation], and a defect in a pleading that otherwise properly notifies a party cannot be said to

affect substantial rights.” (Harris v. City of Santa Monica (2013) 56 Cal.4th 203, 240.)

“A demurrer tests the legal sufficiency of the factual allegations in a complaint.” (Ivanoff v. Bank of

America, N.A. (2017) 9 Cal.App.5th 719, 725.) The Court looks to whether “the complaint alleges

facts sufficient to state a cause of action or discloses a complete defense.” (Id.) The Court does not

“read passages from a complaint in isolation; in reviewing a ruling on a demurrer, we read the

complaint ‘as a whole and its parts in their context.’ [Citation.]” (West v. JPMorgan Chase Bank,

N.A. (2013) 214 Cal.App.4th 780, 804.) The Court “assume[s] the truth of the properly pleaded

factual allegations, facts that reasonably can be inferred from those expressly pleaded and matters of

which judicial notice has been taken.” (Harris, supra, 56 Cal.4th p. 240.) “The court does not,

however, assume the truth of contentions, deductions or conclusions of law. [Citation.]” (Durell v.

Sharp Healthcare (2010) 183 Cal.App.4th 1350, 1358.) Where written documents are the foundation of an action and are attached to the complaint and incorporated therein by reference, they become a part of the complaint and may be considered on demurrer. (Byrne v. Harvey (1962) 211 Cal.App.2d 92, 103; see also Dodd v. Citizens Bank of Costa Mesa (1990) 222 Cal.App.3d 1624, 1626–1627.)

            A general demurrer may be brought under Code of Civil Procedure section 430.10, subdivision (e) if insufficient facts are stated to support the cause of action asserted or under section 430.10, subdivision (a), where the court has no jurisdiction of the subject of the cause of action alleged in the pleading. All other grounds listed in Section 430.10, including uncertainty under subdivision (f), are special demurrers. Special demurrers are not allowed in limited jurisdiction courts. (Code Civ. Proc., § 92, subd. (c).)

            Leave to amend must be allowed where there is a reasonable possibility of successful amendment. (Goodman v. Kennedy (1976) 18 Cal.3d 335, 348.)  The burden is on the complainant to show the Court that a pleading can be amended successfully. (Id.)

            Finally, Code of Civil Procedure section 430.41 requires that “[b]efore filing a demurrer pursuant to this chapter, the demurring party shall meet and confer in person or by telephone with the party who filed the pleading that is subject to demurrer for the purpose of determining whether an agreement can be reached that would resolve the objections to be raised in the demurrer.” (Code Civ. Proc., § 430.41, subd. (a).) The parties are to meet and confer at least five days before the date the responsive pleading is due. (Code Civ. Proc., § 430.41, subd. (a)(2).) Thereafter, the demurring party shall file and serve a declaration detailing their meet and confer efforts. (Code Civ. Proc., § 430.41, subd. (a)(3).)

III.              Discussion

The Demurrer is accompanied by a meet and confer declaration as required by Code of Civil Procedure section 430.41, subdivision (a).

Defendant demurs on the basis that the Complaint fails to state sufficient facts. (Notice of Dem., p. 2.) Defendant asserts that as to the first cause of action for breach of contract, Defendant has failed to allege independently which provision, if any, of the purported contract between the parties was breached. (Ibid.) Defendant also asserts that as to the second cause of action for breach of warranty, Defendant has similarly failed to allege independently which warranty was breached. (Ibid.)

To state a cause of action for breach of contract, Plaintiff must be able to establish “(1) the existence of the contract, (2) plaintiff’s performance or excuse for nonperformance, (3) defendant’s breach, and (4) the resulting damages to the plaintiff.” (Oasis West Realty, LLC v. Goldman (2011) 51 Cal.4th 811, 821.) 

If a breach of contract claim “is based on alleged breach of a written contract, the terms must be set out verbatim in the body of the complaint or a copy of the written agreement must be attached and incorporated by reference.” (Harris v. Rudin, Richman & Appel (1999) 74 Cal.App.4th 299, 307.) In some circumstances, a plaintiff may also “plead the legal effect of the contract rather than its precise language.” (Construction Protective Services, Inc. v. TIG Specialty Ins. Co. (2002) 29 Cal.4th 189, 198-199.) 

            Defendant argues the complaint fails to allege any facts to establish breach of contract against him.  However, Plaintiff alleges the existence of an enforceable agreement between Plaintiff and Defendant Todd Huffman executed on October 28, 2009.  (Complaint, First Cause of Action PDF pg. 3/12, para. BC-1.) 

            Plaintiff attaches copies of two agreements executed on October 28, 2009:  a Master Dealer Agreement and a Personal Guaranty.  (Complaint, PDF pg. 5/12, “Master Dealer Agreement”; Harris, supra, 74 Cal.App.4th at 307.)  The Master Dealer Agreement includes a “Confirmation and Execution of Master Dealer Agreement” signed Defendant Huffman as the “owner” of The Auto Gallery LLC.  (Complaint, PDF pg. 11/12, “Master Dealer Agreement.”)  The Personal Guaranty is signed by Defendant Huffman in his individual capacity and “guarantees the prompt full payment and performance of all obligations arising out of” the Master Dealer Agreement signed by The Auto Gallery LLC.  (Complaint, PDF pg. 12/12, “Personal Guaranty.”)  Plaintiff therefore alleges Huffman’s personal obligation pursuant to the Personal Guaranty to make The Auto Gallery LLC’s payments due under the Master Dealer Agreement.

            Plaintiff alleges its full performance of all obligations except those obligations Plaintiff was prevented or excused from performing.  (Complaint, First Cause of Action PDF pg. 3/12, para. BC-3.)  Plaintiff alleges Defendant Huffman’s breach on July 21, 2021: “Defendant did not make payments as required pursuant to the terms of the contract.”  (Complaint, First Cause of Action PDF pg. 3/12, para. BC-2.)  Plaintiff also alleges damages flowing from the breach in the amount of $22,062.02.  (Complaint, First Cause of Action PDF pg. 3/12, para. BC-4.) 

Accordingly, the Demurrer is OVERRULED.

IV.              Conclusion & Order

For the foregoing reasons, Defendant Todd Huffman’s Demurrer to Plaintiff’s Complaint is OVERRULED.  Defendant is ordered to file an answer within twenty (20) days of this hearing date.

Moving party is ordered to give notice.