TENTATIVE RULING

Defendants Chervine Razmazma, Travis Alexander, Kevin Williams, Tony Tawil, and Brennan Balzi’s Demurrer to Plaintiff’s Second Amended Complaint is SUSTAINED, with thirty (30) days leave to amend.

Plaintiff Bartolomeo Ruspoli may amend his complaint only as authorized by the Court’s order and may not amend the complaint to add a new party or cause of action without having obtained permission to do so. (Harris v. Wachovia Mortgage, FSB (2010) 185 Cal.App.4th 1018, 1023.)

Defendants Chervine Razmazma, Travis Alexander, Kevin Williams, Tony Tawil, and Brennan Balzi to give notice. 

REASONING

“[A] demurrer tests the legal sufficiency of the allegations in a complaint.” (Lewis v. Safeway, Inc. (2015) 235 Cal.App.4th 385, 388.) A demurrer can be used only to challenge defects that appear on the face of the pleading under attack or from matters outside the pleading that are judicially noticeable. (See Donabedian v. Mercury Ins. Co. (2004) 116 Cal.App.4th 968, 994 [in ruling on a demurrer, a court may not consider declarations, matters not subject to judicial notice, or documents not accepted for the truth of their contents].) For purposes of ruling on a demurrer, all facts pleaded in a complaint are assumed to be true, but the reviewing court does not assume the truth of conclusions of law. (Aubry v. Tri-City Hosp. Dist. (1992) 2 Cal.4th 962, 967.)

Leave to amend must be allowed where there is a reasonable possibility of successful amendment. (See Goodman v. Kennedy (1976) 18 Cal.3d 335, 349 [court shall not “sustain a demurrer without leave to amend if there is any reasonable possibility that the defect can be cured by amendment”]; Kong v. City of Hawaiian Gardens Redevelopment Agency (2002) 108 Cal.App.4th 1028, 1037 [“A demurrer should not be sustained without leave to amend if the complaint, liberally construed, can state a cause of action under any theory or if there is a reasonable possibility the defect can be cured by amendment.”]; Vaccaro v. Kaiman (1998) 63 Cal.App.4th 761, 768 [“When the defect which justifies striking a complaint is capable of cure, the court should allow leave to amend.”].) The burden is on the complainant to show the Court that a pleading can be amended successfully. (Blank v. Kirwan (1985) 39 Cal.3d 311, 318.)

Defendants Chervine Razmazma, Travis Alexander, Kevin Williams, Tony Tawil, and Brennan Balzi (“Defendants”) demur to each of the seven causes of action alleged against them by Plaintiff Bartolomeo Ruspoli (“Plaintiff”) on the ground that the complaint fails to state facts sufficient to constitute causes of action against Defendants personally, i.e., Plaintiff has only included Defendants in their capacity as partners of Defendant TTK MGMT, LLC (“TTK”) at the time of the alleged breach of contract, but any contractual obligations are between Plaintiff and TTK, and insofar as Plaintiff seeks to hold Defendants liable under an alter ego theory, they have failed to allege sufficient facts to support such liability.

In the Second Amended Complaint, Plaintiff alleges that Defendants are “all equal partners in TTK,” and Plaintiff alleges that “TTK is the alter ego of Defendant DOES 1 through 50,” which includes Defendants. (Second Am. Compl. ¶¶ 5, 8.) Plaintiff alleges that he entered into an agreement with TTK on June 1, 2019, which entitled Plaintiff to split all proceeds relating to a 16.66% ownership interest in the subject business. (Second Am. Compl. ¶ 38.) Plaintiff alleges that TTK breached the agreement by failing to pay Plaintiff his ownership interest in the money generated from the facility. (Second Am. Compl. ¶ 40.)

“Ordinarily, a corporation is regarded as a legal entity, separate and distinct from its stockholders, officers and directors, with separate and distinct liabilities and obligations.” (Sonora Diamond Corp. v. Superior Court (2000) 83 Cal.App.4th 523, 538.) “A corporate identity may be disregarded—the ‘corporate veil’ pierced—where an abuse of the corporate privilege justifies holding the equitable ownership of a corporation liable for the actions of the corporation.” (Ibid.) “The alter ego doctrine exists to prevent “individuals or other corporations from misusing the corporate laws by the device of a sham corporate entity formed for the purpose of committing fraud or other misdeeds.” (Ibid.)

While Plaintiff has alleged an alter ego theory, his allegation that TTK is the alter ego of Defendants is conclusory, as he does not allege any specific facts about the control exercised by Defendants, the commingling of assets, or use of company funds for personal use. Simply stating these facts does not support an alter ego theory when Plaintiff simply provides these facts as conclusory statements. (See Second Am. Compl. ¶¶ 5-7.) The Court cannot find that piercing the corporate veil is proper based solely on conclusory statements. Plaintiff also treats Defendants as interchangeable in the Second Amended Complaint, referring to conduct by Defendants or the partners generally in the body of the causes of action, which fails to put the trier of fact and Defendants on notice of the exact nature of the claims against them. Plaintiff must amend the complaint to provide specific facts that would support a conclusion that the alter ego doctrine applies here, and Plaintiff shall provide specific allegations against each Defendant. If Plaintiff wishes to hold Defendants liable on personal liability theories, those facts must also be alleged in the pleading. Accordingly, Defendants Chervine Razmazma, Travis Alexander, Kevin Williams, Tony Tawil, and Brennan Balzi’s Demurrer to Plaintiff’s Second Amended Complaint is SUSTAINED, with thirty (30) days leave to amend. Plaintiff Bartolomeo Ruspoli may amend his complaint only as authorized by the Court’s order and may not amend the complaint to add a new party or cause of action without having obtained permission to do so. (Harris v. Wachovia Mortgage, FSB (2010) 185 Cal.App.4th 1018, 1023.)