Judge Lynette Gridiron Winston, Case Number: 24PSCV04131, Date: 2025-03-17 Tentative Ruling

Judge: Lynette Gridiron Winston, Case: 24PSCV04131, Date: 2025-03-17 Tentative Ruling

Case Number: 24PSCV04131 Hearing Date: March 17, 2025 Dept: 6

CASE NAME: Michael Orozco v. Minfam LLC

Growth Investment, Inc.’s Demurrer to First Amended Complaint

TENTATIVE RULING

The Court SUSTAINS the demurrer to the Second, Third, Eighth, Ninth and Tenth Causes of Action with 20 days’ leave to amend following the April 7, 2025 hearing on Defendant Minfam, LLC’s demurrer to the First Amended Complaint. The Court also SUSTAINS the demurrer to the First, Fourth, Fifth, Sixth, and Seventh Causes of Action, and will hear from Plaintiff at the hearing whether facts can be alleged to address the defects identified therein.

Defendant Growth Investment, Inc. is ordered to give notice of the Court’s ruling within five calendar days of this order.

BACKGROUND

This is a habitability action. On December 2, 2024, plaintiff Michael Orozco (Plaintiff) filed this action. On December 4, 2024, Plaintiff filed the operative First Amended Complaint (FAC) against defendants Minfam LLC (Minfam), Growth Investments, Inc. (Growth) (collectively, Defendants), and Does 1 through 20, alleging causes of action for statutory breach of warranty of habitability (Civ. Code §§ 1941, 1941.1), tortious breach of implied warranty of habitability, negligence, breach of contract, nuisance, breach of covenant of quiet enjoyment, breach of the implied covenant of good faith and fair dealing, intentional infliction of emotional distress, violation of Civil Code 1942.5, and violation of the Los Angeles County Ordinance – harassment.

On February 6, 2025, Growth demurred to the FAC. On February 28, 2025, Plaintiff opposed the demurrer. Growth did not reply.

LEGAL STANDARD

A demurrer is a pleading used to test the legal sufficiency of other pleadings. It raises issues of law, not fact, regarding the form or content of the opposing party's pleading (complaint, answer or cross-complaint). (Code Civ. Proc., § 422.10; see Donabedian v. Mercury Ins. Co. (2004) 116 Cal.App.4th 968, 994 (Donabedian).) It is not the function of the demurrer to challenge the truthfulness of the complaint; and for purposes of ruling on the demurrer, all facts pleaded in the complaint are assumed to be true. (Id. at pp. 993-994.)

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. (Blank v. Kirwan (1985) 39 Cal.3d 311, 318; Donabedian, supra, 116 Cal.App.4th at p. 994.) No other extrinsic evidence can be considered. (Ion Equip. Corp. v. Nelson (1980) 110 Cal.App.3d 868, 881 [error for court to consider facts asserted in memorandum supporting demurrer]; see also Afuso v. United States Fid. & Guar. Co. (1985) 169 Cal.App.3d 859, 862, disapproved on other grounds in Moradi-Shalal v. Fireman’s Fund Ins. Cos. (1988) 46 Cal.3d 287 [error to consider contents of release not part of court record].)

A demurrer can be utilized where the “face of the complaint” itself is incomplete or discloses some defense that would bar recovery. (Guardian North Bay, Inc. v. Superior Court (2001) 94 Cal.App.4th 963, 971-972.) The “face of the complaint” includes material contained in attached exhibits that are incorporated by reference into the complaint, or in a superseded complaint in the same action. (Frantz v. Blackwell (1987) 189 Cal.App.3d 91, 94; see also Barnett v. Fireman’s Fund Ins. Co. (2001) 90 Cal.App.4th 500, 505 [“[W]e rely on and accept as true the contents of the exhibits and treat as surplusage the pleader’s allegations as to the legal effect of the exhibits”].)

A demurrer can only be sustained when it disposes of an entire pleading, cause of action, or affirmative defense. (See Cal. Rules of Court, rule 3.1320, subd. (a); Poizner v. Fremont General Corp. (2007) 148 Cal.App.4th 97, 119; Kong v. City of Hawaiian Gardens Redev. Agency (2003) 108 Cal.App.4th 1028, 1046-1047.)

DISCUSSION

Meet and Confer

Per Code of Civil Procedure section 430.41, subdivision (a), Growth was required to meet and confer in person, by telephone, or by video conference before bringing this demurrer. (Code Civ. Proc., § 430.41, subd. (a); Dept. 6 Courtroom Information.) The Court finds Growth’s efforts to meet and confer insufficient, as there is no indication of having met and conferred in person, by telephone, or by video conference. (Pedersen Decl., ¶ 2.) But, the Court may not overrule a demurrer for failure to adequately meet and confer, so the Court will still consider the demurrer. (Id., § 430.41, subd. (a)(4).) The Court nevertheless admonishes Growth to comply with the requirements of the Code of Civil Procedure going forward.

First Cause of Action – Statutory Breach of Warranty of Habitability

To state a cause of action for statutory breach of warranty of habitability, the plaintiff must allege facts demonstrating that the landlord has failed to maintain the leased property in a habitable condition during the term of the lease. (See Civ. Code, § 1941, et seq.; Martinez v. Welk Grp., Inc. (S.D. Cal. 2012) 907 F.Supp.2d 1123, 1142 [citing California law] (Martinez); see Civ. Code, § 1941 et seq.)

Growth demurs to the First Cause of Action for statutory breach of warranty of habitability on the grounds that it fails to state a cause of action and is uncertain. Growth contends the FAC’s allegations are too uncertain as to time, notice, and injury, and that Plaintiff has not attached a copy of the lease agreement or alleged that Growth is a party to the lease. Growth also contends the FAC alleges that only one of the named Defendants was notified, but does not indicate which Defendant, and that the FAC does not allege which defects were mentioned in such notification.

In opposition, Plaintiff contends Minfam has owned and managed the subject property since the beginning of Plaintiff’s tenancy. Plaintiff contends Growth managed and controlled the subject property during Plaintiff’s tenancy and “are agents of the Landlord.” (Opp., 5:5-7.) Plaintiff contends the FAC alleges sufficient facts to support this cause of action, i.e., that Defendants owed Plaintiff a statutory duty under Civil Code section 1941, the breach of that duty by exposing Plaintiff to substandard conditions such as mold and other health code violations, that Defendants were direct cause of these substandard conditions, and that Plaintiff has suffered damages. Plaintiff contends Defendants are agents of each other, so notice to one Defendant is notice to both of them. Plaintiff then contends the FAC states the issues at the subject property, and that Defendants either owned or managed the subject property. Plaintiff further contends that the FAC states the parties are in a landlord-tenant relationship created by a lease agreement entered into when Plaintiff moved into the subject property. Plaintiff also contends he is not required to plead facts with specificity, but only the ultimate facts.

The Court finds the FAC fails to allege sufficient facts to state a cause of action for breach of the statutory warranty of habitability against Growth. Civil Code section 1941 states: “The lessor of a building intended for the occupation of human beings must, in the absence of an agreement to the contrary, put it into a condition fit for such occupation, and repair all subsequent dilapidations thereof, which render it untenantable, except such as are mentioned in section nineteen hundred and twenty-nine." (Civ. Code, § 1941.) Plaintiff’s First Cause of Action for statutory breach of warranty of habitability alleges this statutory claim against Defendants Minfam and Growth. Plaintiff alleges that Minfam is the owner and landlord of the subject premises. (Compl., ¶ 10.) There are no allegations of a contract between Plaintiff and Growth or that Growth leased the premises to Plaintiff. Thus, there is no basis on which to conclude that a property manager can be held liable under statutes that only apply to a lessor/landlord.

The breach of the implied warranty of habitability is essentially a contractual one. Thus, the property manager, as agent of the landlord, cannot be held liable on the breach of warranty because an agent is ordinarily not liable on the contract when he acts on behalf of a disclosed principal. (Stoiber v. Honeychuck (1980) 101 Cal.App.3d 903, 929 (Stoiber).)

Based on the foregoing, the Court SUSTAINS the demurrer to the First Cause of Action. The Court will hear from Plaintiff whether any new facts can be alleged to address the defects identified herein.

Second Cause of Action – Tortious Breach of Implied Warranty of Habitability

Plaintiff alleges in the Second Cause of Action a tortious breach of the implied warranty of habitability. To establish a breach of the implied warranty of habitability, Plaintiff must establish (1) "the existence of a material defective condition affecting the premises' habitability," (2) "notice to the landlord of the condition within a reasonable time after the tenant's discovery of the condition," (3) "the landlord was given a reasonable time to correct the deficiency, and" (4) "resulting damages." (Erlach v. Sierra Asset Servicing, LLC (2014) 226 Cal.App.4th 1281, 1297 (Erlach).)

Growth demurs to the Second Cause of Action for tortious breach of the implied warranty of habitability on the grounds that it fails to state a cause of action and is uncertain. Growth contends Plaintiff has not alleged the material terms of the lease or attached a copy of the lease agreement. Growth contends Plaintiff has not alleged Growth is a party to the lease or that Plaintiff gave Growth notice. Growth then contends the FAC only indicates one of the named Defendants was notified, but does not indicate which Defendant.

Plaintiff’s opposition arguments here are the same as those made above with respect to the First Cause of Action.

Tort causes of action may be stated against the landlord’s agent. (See Stoiber, supra, 101 Cal.App.3d at pp. 929-931.) Here, however, the Court finds the FAC fails to allege sufficient facts to state a cause of action for tortious breach of the implied warranty of habitability. Plaintiff does not clearly allege basic facts such as, with whom he entered into a lease agreement, when the alleged issues began other than the water intrusion and mold, who was notified of the alleged issues, and when and how the notice was given. (Compl., ¶¶ 19-36.)

Accordingly, the Court SUSTAINS the demurrer to the Second Cause of Action with leave to amend.

Third Cause of Action – Negligence

To state a cause of action for negligence, the plaintiff must allege facts demonstrating, “(1) the defendant owed the plaintiff a legal duty, (2) the defendant breached the duty, and (3) the breach proximately or legally caused (4) the plaintiff's damages or injuries. [Citation].” (Thomas v. Stenberg (2012) 206 Cal.App.4th 654, 662.) A landlord may be liable for negligent failure to maintain habitable premises. (Stoiber, supra, 101 Cal.App.3d at pp. 916-917.)

Growth demurs to the Third Cause of Action for negligence on the grounds that it fails to state a cause of action and is uncertain. Growth contends that this cause of action fails because Plaintiff has not alleged Growth’s role regarding the subject property or the relationship. Growth contends Plaintiff has not alleged that Growth owned or managed the subject property.

Plaintiff’s opposition arguments here are the same as those made above with respect to the First Cause of Action.

For the same reasons discussed above with the second cause of action, the Court finds the FAC fails to allege sufficient facts to state a cause of action for negligence. Plaintiff must clearly allege the roles of each defendant involved and not simply lump them together. The Court does note that Plaintiff alleges that Minfam is the owner and landlord. (FAC, ¶ 10.) However, Plaintiff does not clearly allege Growth’s role with the subject property. As an alleged manager of the subject property, Growth would owe a duty to Plaintiff to maintain the premises in a habitable condition. (Stoiber, supra, 101 Cal.App.3d at pp. 929-930 [negligence can be pleaded against the landlord and the landlord’s agents].) The FAC needs to allege the basic facts discussed above.

Therefore, the Court SUSTAINS the demurrer to the Third Cause of Action with leave to amend.

Fourth Cause of Action – Breach of Contract

“A cause of action for breach of contract requires pleading of a contract, plaintiff's performance or excuse for failure to perform, defendant's breach and damage to plaintiff resulting therefrom. [Citation.] A written contract may be pleaded either by its terms—set out verbatim in the complaint or a copy of the contract attached to the complaint and incorporated therein by reference—or by its legal effect. [Citation.]” (McKell, supra, 142 Cal.App.4th at p. 1489.)

Growth demurs to the Fourth Cause of Action for breach of contract on the grounds that it fails to state a cause of action and is uncertain. Growth contends Plaintiff has not alleged the identity of the parties to the alleged contract or attached a copy of the lease agreement. Growth contends it cannot be liable for breach of contract if it is not a party to that contract.

Plaintiff’s opposition arguments here are the same as those made above with respect to the First Cause of Action.

The Court finds the FAC fails to allege sufficient facts to state a cause of action for breach of contract against Growth. The FAC does not allege any facts showing that Plaintiff entered into a rental agreement with Growth, nor does it attach a copy of the rental agreement. Plaintiff lumps all defendants together, but earlier pleads that Minfam is the owner and landlord of the subject property. (FAC, p. 10.) The FAC also fails to allege the basic facts establishing the breach of contract. Thus, the FAC fails to state a cause of action for breach of contract against Growth.

Accordingly, the Court SUSTAINS the demurrer to the Fourth Cause of Action. The Court will hear from Plaintiff whether any new facts can be alleged to address the defects identified herein.

Fifth Cause of Action – Nuisance

To state a cause of action for private nuisance, the plaintiff must allege facts demonstrating an interference with the use and enjoyment of the property, that interference is substantial, i.e., causing actual damages, and unreasonable, i.e., of such an unreasonable nature, duration, or amount. (Today's IV, Inc. v. Los Angeles Cnty. Metro. Transportation Auth. (2022) 83 Cal.App.5th 1137, 1176.)

Growth demurs to the Fifth Cause of Action for nuisance on the grounds that it fails to state a cause of action and is uncertain. Growth contends this cause of action is redundant of Plaintiff’s negligence claim and fails for the same reasons. Growth contends Plaintiff has not alleged Growth’s role regarding the subject property, such as ownership or management of it.

Plaintiff’s opposition arguments here are the same as those made above with respect to the First Cause of Action.

For the same reasons discussed above with the second cause of action, the Court finds the FAC fails to allege sufficient facts to state a cause of action for nuisance.

Moreover, “[w]here negligence and nuisance causes of action rely on the same facts about lack of due care, the nuisance claim is a negligence claim. [Citations.]” (El Escorial Owners' Assn. v. DLC Plastering, Inc. (2007) 154 Cal.App.4th 1337, 1349.) Here, the Court agrees that the nuisance claim is also duplicative of the negligence claim. Courts can sustain a demurrer to a cause of action that is duplicative of another cause of action and adds nothing to the complaint by fact or theory. (Palm Springs Villas II Homeowners Assn., Inc. v. Parth (2016) 248 Cal.App.4th 268, 290.)

Also, the FAC alleges that the property conditions constitute a nuisance within the meaning of Civil Code section 3479. (Compl., ¶ 91.) “[S]ufficient facts must be alleged so that the court may conclude that a nuisance exists within the provisions of the statute. [Citations.]” (People v. Lim (1941) 18 Cal.2d 872, 881 [118 P.2d 472].) The FAC neither alleges facts to describe the nuisance, nor does it show how this cause of action differs from the negligence cause of action. (See FAC, ¶¶ 19-36, 82-98.)

For all of these reasons, the Court SUSTAINS the demurrer to the Fifth Cause of Action. The Court will hear from Plaintiff whether any new facts can be alleged to address the defects identified herein.

Sixth Cause of Action – Breach of Covenant of Quiet Enjoyment

To plead a cause of action for breach of the covenant of quiet enjoyment, the plaintiff must allege facts demonstrating: (1) A lease agreement between plaintiff and defendant; (2) absence of language contrary to the implied covenant that tenant shall have quiet enjoyment and possession; (3) act or omission of the landlord, or anyone claiming under the landlord, which substantially interferes with a tenant’s right to use and enjoy the premises for purposes contemplated; and (4) an applicable remedy, such as the tenant remains in possession and was damaged, or the tenant surrendered possession and is relieved of obligation to pay rent. (See Andrews v. Mobile Aire Estates (2005) 125 Cal.App.4th 578, 588-591.)

“An agreement to let upon hire binds the letter to secure to the hirer the quiet possession of the thing hired during the term of the hiring, against all persons lawfully claiming the same.” (Civ. Code, § 1927; Erlach, supra, 226 Cal.App.4th at p. 1299 [“every lease includes a covenant of quiet possession and enjoyment”].) “The implied covenant of quiet enjoyment implies a term in a contract, and a breach of the covenant gives rise to an action in contract.” (Ginsberg v. Gamson (2012) 205 Cal.App.4th 873, 896 (Ginsberg).)

Growth demurs to the Sixth Cause of Action for breach of the covenant of quiet enjoyment on the grounds that it fails to state a cause of action and is uncertain. Growth contends this cause of action is duplicative of the nuisance claim. Growth then contends Plaintiff has not alleged the identity of the parties to the alleged contract or attached a copy of the lease agreement. Growth contends Plaintiff has not alleged Growth’s role regarding the subject property.

Plaintiff’s opposition arguments here are the same as those made above with respect to the First Cause of Action.

For the same reasons set forth above, the Court finds that the FAC fails to allege the parties to the lease agreement. The Court further finds that this claim is duplicative of Plaintiff’s breach of contract claim. "[W]hen the landlord has breached the implied covenant of quiet enjoyment, but the tenant remains in possession of the premises, the tenant's remedy is to 'sue for breach of contract damages.' [Citation.]" (Ginsberg, supra, 205 Cal.App.4th at p. 902.) Plaintiff’s cause of action does not present any facts or legal theory which would not be subsumed by the breach of contract cause of action.

Accordingly, the Court SUSTAINS the demurrer to the Sixth Cause of Action. The Court will hear from Plaintiff whether any new facts can be alleged to address the defects identified herein.

Seventh Cause of Action – Breach of the Implied Covenant of Good Faith and Fair Dealing

“There is an implied covenant of good faith and fair dealing in every contract that neither party will do anything which will injure the right of the other to receive the benefits of the agreement. [Citation.]” (Comunale v. Traders & Gen. Ins. Co. (1958) 50 Cal.2d 654, 658.) To allege a breach of the implied covenant of good faith and fair dealing, the plaintiff must allege, “’something beyond breach of the contractual duty itself’ and it has been held that ‘[b]ad faith implies unfair dealing rather than mistaken judgment ....’” (Careau & Co. v. Sec. Pac. Bus. Credit, Inc. (1990) 222 Cal.App.3d 1371, 1394 (Careau), internal citations omitted.) “The implied covenant cannot contradict the express terms of a contract. [Citation.]” (Thrifty Payless, Inc. v. Mariners Mile Gateway, LLC (2010) 185 Cal.App.4th 1050, 1061.)

Growth demurs to the Seventh Cause of Action for breach of the implied covenant of good faith and fair dealing on the grounds that it fails to state a cause of action and is uncertain. Growth contends Plaintiff has not alleged the identity of the parties to the alleged lease or attached a copy of the lease agreement, and that the FAC does not sufficiently allege the existence of any contract between Plaintiff and Growth.

Plaintiff’s opposition arguments here are the same as those made above with respect to the First Cause of Action.

As noted above, the Court finds the FAC fails to allege the identities of the parties to the lease agreement. Moreover, although not directly mentioned by Growth, breach of the implied covenant of good faith and fair dealing requires something beyond the breach of the contractual duty itself. (Careau, supra, 222 Cal.App.3d at p. 1394.) The FAC already alleges that the Defendants breached their contractual obligations to comply with state law and maintaining the subject property in a habitable condition. (FAC, ¶¶ 83-88.) There is nothing in the FAC that demonstrates any alleged misconduct beyond the express terms of the lease agreement between the parties.

Therefore, the Court SUSTAINS the demurrer to the Seventh Cause of Action. The Court will hear from Plaintiff whether any new facts can be alleged to address the defects identified herein.

Eighth Cause of Action – Intentional Infliction of Emotional Distress

To state a cause of action for intentional infliction of emotional distress (IIED), the plaintiff must allege facts demonstrating, “(1) defendant engaged in extreme and outrageous conduct (conduct so extreme as to exceed all bounds of decency in a civilized community) with the intent to cause, or with reckless disregard to the probability of causing, emotional distress; and (2) as a result, plaintiff suffered extreme or severe emotional distress.” (Berry v. Frazier (2023) 90 Cal.App.5th 1258, 1273 (Berry).) “Whether a defendant's conduct can reasonably be found to be outrageous is a question of law that must initially be determined by the court; if reasonable persons may differ, it is for the jury to determine whether the conduct was, in fact, outrageous. [Citation.]” (Berkley v. Dowds (2007) 152 Cal.App.4th 518, 534; but see Berry, supra, 90 Cal.App.5th at p. 1273 [“’[W]hether conduct is ‘outrageous’ is usually a question of fact.’ [Citation]”.)

Growth demurs to the Eighth Cause of Action for IIED on the grounds that it fails to state a cause of action and is uncertain. Growth contends Plaintiff has only alleged an ordinary landlord-tenant dispute, and the alleged failure to repair defects in the subject property is insufficient to constitute outrageous conduct intended to cause Plaintiff emotional distress. Growth also contends Plaintiff has not alleged what conduct is attributable to which Defendant.

In opposition, Plaintiff contends that Defendants abused their position as landlords and acted with reckless disregard of Plaintiff’s safety after multiple notices from Plaintiff, and that Plaintiff suffered severe emotional distress as a result of having to live in substandard conditions.

For the same reasons discussed above with the second cause of action, the Court finds the FAC fails to allege sufficient facts to state a cause of action for IIED. While a cause of action for IIED may be found in connection with issues involving uninhabitable premises, the FAC fails to clearly allege the basic facts. (See Burnett v. Chimney Sweep (2004) 123 Cal.App.4th 1057, 1069; Erlach, supra, 226 Cal.App.4th at pp. 1298-1299.)

Based on the foregoing, the Court SUSTAINS the demurrer to the Eighth Cause of Action with leave to amend.

Ninth Cause of Action – Violation of Civil Code Section 1942.5

To plead a cause of action for violation of Civil Code section 1942.5, the plaintiff must allege facts demonstrating that the landlord retaliated against the tenant for exercising the tenant’s rights or filing a complaint with an appropriate agency regarding the tentability of a dwelling, and that the tenant was not in default of rent. (See Civ. Code, § 1942.5, subd. (a).)

Growth demurs to the Ninth Cause of Action for violation of Civil Code section 1942.5 on the grounds that it fails to state a cause of action and is uncertain. Growth contends the FAC contains vague allegations here as to what alleged conduct is attributable to which Defendant.

Plaintiff’s opposition arguments here are the same as those made above with respect to the First Cause of Action.

The Court finds the FAC fails to allege sufficient facts to state a cause of action for violation of Civil Code section 1942.5. California law requires all statutory causes of action be pled with factual specificity. (See Covenant Care, Inc. v. Superior Court (2004) 32 Cal.4th 771, 790 (Covenant Care), citing Lopez Southern Cal. Rapid Trans. Dist. (1985) 40 Cal.3d 780, 795 [statutory claims must be pled with particularity showing every fact essential to the relief sought under the statute].) Growth correctly contends that the FAC is ambiguous as to which Defendant allegedly retaliated against Plaintiff. Paragraph 119 of the FAC only refers to a single Defendant. (FAC, ¶ 119.) The FAC is also vague as to what Plaintiff means by “decreasing the services provided, attempting to decrease the services provided…” (FAC, ¶ 119.) The FAC also contains no allegations as to when the Defendant in question attempted to evict Plaintiff for exercising the right to repair and deduct, which is crucial because Civil Code section 1942.5, subdivision (a), applies to certain landlord actions taken within 180 days of the tenant engaging in certain acts. (FAC, ¶ 119; Civ. Code, § 1945, subd. (a).)

Accordingly, the Court SUSTAINS the demurrer to the Ninth Cause of Action with leave to amend.

Tenth Cause of Action – Violation of the Los Angeles County Ordinance-Harassment

To state a cause of action for violation of Los Angeles Municipal Code section 8.52.130, the plaintiff must allege facts demonstrating that the landlord engaged in retaliatory eviction or harassment against the plaintiff tenant. (L.A. Municipal Code., § 8.52.130.) The landlord may not fail to perform repairs in bad faith, among other things. (Id., §§ 8.52.130, subds. (B)(1)-(B)(3).)

Growth demurs to the Tenth Cause of Action on the grounds that it fails to state a cause of action and is uncertain. Growth contends this cause of action is ambiguous as to what allegations and claims are being asserted against which Defendants.

Plaintiff’s opposition arguments here are the same as those made above with respect to the First Cause of Action.

Statutory claims must be pled with factual specificity. (Covenant Care, supra, 32 Cal.4th at p. 790.) The FAC fails to meet the specificity requirement. Plaintiff fails to allege specific facts relating to the alleged violation of Los Angeles Municipal Code section 8.52.130. The FAC only generally alleges that Defendants collectively “failed to perform and timely complete necessary repairs and maintenance required by Federal, State, County, or local housing, health, safety laws…” (Compl., ¶ 128, 129.) However, the FAC fails to allege any facts specifying particular laws, standards or repairs, or who failed to make such repairs, or when such violations occurred.

Based on the foregoing, the Court SUSTAINS the demurrer to the Tenth Cause of Action with leave to amend.

CONCLUSION

Defendant Growth Investment, Inc. is ordered to give notice of the Court’s ruling within five calendar days of this order.