Judge Linda S. Marks, Case 2022-01249144 2022-09-21 Tentative Ruling

Judge: Linda S. Marks, Case: 2022-01249144, Date: 2022-09-21 Tentative Ruling

1. Demurrer to Complaint
2. Motion to Strike Complaint
3. Motion to Post Undertaking filed by John D. Sanderson on 5/19/22

Demurrer to Complaint

2^nd cause of action for Fraud: Every element of the cause of action for fraud must be alleged in full, factually and specifically; It is unclear when Pltf made representations to Brad Eckenweiler; More specificity is required as to whom the representations were made and when; Sustain with 20 days leave to amend;

3^rd cause of action for Breach of Contract: Pltfs have pled the consideration was intellectual property for shares; Pltfs provided shares but Deft did not provide the intellectual property; The 2021 Settlement Agreement is not before the Court; What Pltfs knew and when is outside the four corners of the Complaint; Overrule the Demurrer as to this cause of action;

5^th cause of action for Breach of GF and FD: Deft argues the claim is based on pre-contract activity and is a duplicate of the 3^rd cause of action; The 3^rd cause of action is about the breach of the Technology Assignment Agreement – This cause of action is about the breach of the Share Exchange Agreement; Overrule this case of action;

Motion to Strike

Rescission: Nothing in the Complaint suggests Pltfs seek partial over full rescission of the transactions; Further, to the extent that Deft is arguing the contracts have been ratified by the Settlement Agreement, that issue is not properly before the Court and should not be decided at this time; Deny MTS as to Items 1-7;

Declaratory Relief: There is no Declaratory Relief cause of action, however, it can be set forth with other relief; There is nothing improper about seeking a declaration of rights in connection with the 4th cause of action; Deny as to Item 8;

Punitive Damages: Sufficient facts are pled to support the inclusion of punitive damages in the Complaint; Deny as to Punitive Damages.

Request for Undertaking

Pltf is a foreign corporation; But the recommendation is to overrule the Demurrer and deny the Motion to Strike; Pltf has made a prima facie case for the claims they seek; As to any arguments relating to what a jury may or may not do, that argument is speculative; Deny Motion for Undertaking.