Judge: Malcolm Mackey, Case: 22STCV32211, Date: 2023-03-23 Tentative Ruling
Case Number: 22STCV32211 Hearing Date: March 23, 2023 Dept: 55
HWY
LOGISTICS, INC. v. SAMUEL CHIH, 22STCV32211
Hearing Date: 3/23/23,
Dept. 55.
#8:
DEMURRER TO COMPLAINT.
MOTION TO STRIKE PLAINTIFFS COMPLAINT.
Notice: Okay
Opposition
MP:
Defendants
RP:
Plaintiffs
Summary
On 10/3/22, plaintiffs filed a Complaint alleging that
Defendant SAMUEL CHIH, hired by Defendant HWY LOGISTICS, INC., as a dispatcher,
and later appointed CEO, stole both plaintiffs' corporate assets and embezzled
funds, for personal use, and was fired on 9/13/22 upon discovery.
The causes of action are:
1. BREACH OF CONTRACT
2. FRAUD COUNT ONE
3. VIOLATION OF
CALIFORNIA PENAL CODE § 484
4. CONVERSION-COUNT ONE
5. BREACH OF FIDUCIARY
DUTY
6. CONSTRUCTIVE FRAUD
7. EMBEZZLEMENT
8. FRAUD-COUNT TWO
9. CONVERSION-COUNT TWO
10. FRAUD-COUNT THREE
11. CONVERSION-COUNT
THREE
12. FRAUD-COUNT FOUR
13. FRAUD-COUNT FIVE
14. NEGLIGENCE PER SE
15. CIVIL CONSPIRACY
16. TRESPASS TO CHATTELS
17. INJUNCTIVE RELIEF
18. DECLARATORY RELIEF
19. ACCOUNTING
20. UNJUST ENRICHMENT.
MP
Positions
Moving party requests an order sustaining the demurrer
to the Complaint, and granting the motion to strike alleged remedies, on
grounds including the following:
·
Causes of Action Nos. 2, 6, 8, 10, 12 and
13 are five separate causes of action for fraud and one for constructive fraud.
As all six of these causes of action sound in fraud, they must be pled with
specificity. Plaintiffs have failed to
allege the “how, when, where, to whom, and by what means” necessary to support
a claim for fraud. Instead, Plaintiffs rely entirely on generalized conclusory
allegations
·
Plaintiffs’ Cause of Action 3 (Violation
of Penal Code § 484 – Theft by Trick) and Cause of Action 7 (Violation of Penal
Code § 503 – Embezzlement) are criminal charges, not civil claims.
·
As to plaintiffs’ Cause of Action No. 14
for negligence, negligence per se is not a cause of action. McKenna v. Bessley
(2021) 67 Cal.App.5th 552, 574.
Plaintiffs have not alleged negligence but intentional misconduct.
·
“[C]onspiracy is not a cause of action,
but a legal doctrine that imposes liability on persons who, although not
actually committing a tort themselves, share with the immediate tortfeasors a
common plan or design in its preparation.” Applied Equip. Corp. v. Litton Saudi
Arabia Ltd. (1994) 7 Cal.4th 503, 510-511.
Facts are not alleged, and duty is not alleged as to the spouse.
·
Plaintiffs have failed to allege a claim
for trespass for chattels. Plaintiffs have alleged the conversion of funds, not
a minor interference with some physical object. “
·
Plaintiffs’ Cause of Action No. 17 for
injunctive relief is not a legally recognized cause of action. “Injunctive
relief is a remedy, not a cause of action.” Guessous v. Chrome Hearts, LLC
(2009) 179 Cal.App.4th 1177, 1187. There
is nothing to enjoin after employer terminated.
·
“[I]njunctive and declaratory relief are
equitable remedies, not causes of action.” Faunce v. Cate (2013) 222
Cal.App.4th 166, 173. There is nothing
to declare beyond damages.
·
Plaintiffs’ Cause of Action No. 19 for
accounting should be dismissed as Plaintiffs have alleged they know the amount
that was allegedly converted. (Complaint, ¶¶ 22, 42.).
·
The fact that Defendants Chih and Li are
married is no legal basis for suing her.
Marriage does not constitute a factual or legal basis for suing someone.
“[H]ere both spouses are named in litigation, and where one spouse is included
solely in the capacity as a community representative, that spouse has no
personal liability, that spouse's separate property cannot be reached for the
type of debt alleged, and such spouse does not desire to participate in the
litigation, there appears to be no legitimate advantage to plaintiff in forcing
the unwilling spouse to participate in the litigation.” 11601
Wilshire Assocs. v. Grebow (1998) 64 Cal.App.4th 453, 457.
·
“Funds may be recovered under a
constructive trust theory where the plaintiff can trace the fund to monies in
the defendant’s possession.” Optional Cap, Inc. v. DAS Corp. (2014) 222
Cal.App.4th 1388, 1402; citing Heckmann v. Ahmanson (1985) 168 Cal.App.3d 119,
135. Plaintiffs in this case are seeking the recovery of fungible money, not
traceable funds.
·
Punitive damages fail to be based upon
specifically pled fraud.
·
Plaintiffs failed to allege a statutory or
contractual basis for the recovery of attorney fees.
RP
Positions
Opposing party advocates overruling and denying, or
leave to amend, for reasons including the following:
·
Violation of a criminal statute embodying
a public policy is generally actionable even though no specific civil remedy is
provided in the criminal statute. (Michael R. v. Jeffrey B. (1984) 158 Cal.App.3d
1059, 1067).
·
Negligence per se is a legal doctrine that
states that when a person violates a particular provision of a statute, that
action is presumed to be negligent.
·
Plaintiffs’ claim for punitive damages are
based upon Defendants’ despicable conduct carried with a willful and conscious
disregard Plaintiff rights to their corporate properties.
Tentative
Ruling
The demurrer is sustained.
The motion to strike is granted.
Twenty days’ leave to amend.
The opposition offers several amendments, at pages 12
through 14 of the opposition to the demurrer.
Courts generally allow at least one time to amend a
complaint, after sustaining a demurrer. McDonald
v. Sup.
Additionally, the oppositions failed to address most points
of law raised by the moving parties.
A judge in a civil case is not "'obligated to
seek out theories [a party] might have advanced, or to articulate … that which
… [a party] has left unspoken.'" Mesecher
v.
Further, to guide the parties, the Court sets forth
claim elements addressed in the moving documents:
Fraud
Acts
1. Any act or artifice by defendant;
2. with regard to a contract; and
3. fitted to deceive.
CC §1572(5); Vogelsang v. Wolpert
(1964) 227 Cal. App. 2d 102, 109; Masters
v. San Bernardino County Employees Retirement Assn. (1995)32 Cal.App.4th
30, 41 (“Civil Code section 1572 is limited to acts committed by one party to a
contract with intent to deceive another party to the contract or to induce
someone to enter into a contract.”); Brady v. Carman (1960) 179
Cal.App.2d 63, 67 (“Fraud is any act
fitted to deceive.”).
Deceit
Conroy
v. Regents of Univ. of Cal.
(2009) 45 Cal. 4th 1244, 1255 (“The
elements of fraud, which give rise to the tort action for deceit, are (1) a
misrepresentation, (2) with knowledge of its falsity, (3) with the intent to
induce another's reliance on the misrepresentation, (4) justifiable reliance,
and (5) resulting damage.”); Charnay
v. Cobert (2006) 145 Cal.App.4th 170, 184; Small v. Fritz Companies, Inc. (2003)
30 Cal. 4th 167, 173.
Concealment
Blickman
Turkus, LP v. MF Downtown Sunnyvale, LLC (2008) 162 Cal.App.4th 858, 868; Lovejoy v. AT&T Corp. (2001) 92
Cal. App. 4th 85, 96; Hahn v. Mirda (2007) 147 Cal.App.4th 740, 748. See
also Alfaro v. Community Housing
Improvement System & Planning Assn., Inc. (2009) 171 Cal. App. 4th
1356, 1384 (rule of specifically pleading how, when, where, to whom, and
by what means, misrepresentations were communicated, is intended to apply to
affirmative misrepresentations, and not to concealment); Jones v. ConocoPhillips (2011) 198
Cal.App.4th 1187, 1200 (concealment is
sufficiently pled when the complaint as a whole provides sufficient notice of
the particular claims against defendants.);
Morgan v. AT&T Wireless Services, Inc. (2009) 177 Cal. App.
4th 1235, 1262 (“If a fraud claim is based upon failure to disclose, and ‘the
duty to disclose arises from the making of representations that were misleading
or false, then those allegations should be described.’” ); Linear Technology Corp. v. Applied
Materials, Inc. (2007) 152
Cal.App.4th 115, 132 (“‘[M]ere
conclusionary allegations that the omissions were intentional and for the
purpose of defrauding and deceiving plaintiffs and bringing about the purchase
... and that plaintiffs relied on the omissions in making such purchase are
insufficient [to show fraud by concealment].’”); ibid. (“‘In transactions which do not involve
fiduciary or confidential relations, a duty
supporting a cause of action for non-disclosure of material facts may arise in
at least three instances: (1) the defendant makes representations but does not
disclose facts which materially qualify the facts disclosed, or which render
his disclosure likely to mislead; (2) the facts are known or accessible only to
defendant, and defendant knows they are not known to or reasonably discoverable
by the plaintiff; (3) the defendant actively conceals discovery from the
plaintiff.’”).
Constructive Trust
Stansfield v. Starkey (1990) 220 Cal.App.3d 59, 76; Dabney v. Philleo (1951) 38 Cal.2d 60,
68; Michaelian v. State Comp. Ins.
Fund (1996) 50 Cal. App. 4th 1093, 1114;
Douglas v. Sup. Ct. (1989) 215 Cal.App.3d 155, 160; Signal Hill Aviation Co. v. Stroppe
(1979) 96 Cal.App.3d 627, 638-39; Weiss
v. Marcus (1975) 51 Cal.App.3d 590, 600;
Civil Code § 2224. But see
Habitat Trust for Wildlife, Inc. v. City of Rancho Cucamonga
(2009) 175 Cal.App.4th 1306, 1332 (“constructive trust is an equitable
remedy….”); PCO, Inc. v. Christensen,
Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP (2007) 150
Cal.App.4th 384, 398 (constructive trust is a remedy); Glue-Fold, Inc. v. Slautterback Corp.
(2000) 82 Cal. App. 4th 1018, 1023 (constructive trust is a remedy); Embarcadero Mun. Improvement Dist. v.
County of Santa Barbara (2001) 88 Cal.App.4th 781, 793; Olson v. Toy (1996) 46 Cal.App.4th
818, 823 (constructive trust is an equitable remedy).
Penal Code Sections 484
and 503
“Penal Code section 484, subdivision (a) describes the
acts constituting theft to include theft by false pretense, which is the
consensual but fraudulent acquisition of property from its owner.” Bell v. Feibush (2013) 212
Cal.App.4th 1041, 1049 (also upholding
civil liability under Penal Code Section 496).
Negligence Per Se
Urhausen v. Longs Drug Stores Cal.,
Inc.
(2007) 155 Cal.App.4th 254, 267 (quoting Ev. C. §669); Gilmer v.
Ellington (2008) 159 Cal.App.4th 190, 202-03; Capolungo v. Bondi (1986) 179
Cal.App.3d 346, 349 (“In order for a claim of negligence per se to succeed, all
four elements must be met.”). See
also Michael R. v. Jeffrey B.
(1984) 158 Cal. App. 3d 1059, 1066-67 (“it is not necessary to plead the
statute where the alleged cause of action is not a violation of the statute,
but rather negligence of the defendant, and the ordinance is merely evidence
offered to show such negligence….
Additionally, the statute need not provide specifically for civil
damages or liability. Violation of a statute embodying a public policy is
generally actionable even though no specific civil remedy is provided in the
statute itself.”); Williams v.
Southern Pacific Co. (1916) 173 Cal. 525, 540 (Cal. 1916) (“ violation of
these penal statutes constitutes negligence per se....”); White v. Cox Bros. Constr. Co. (1958)
162 Cal. App. 2d 491, 499 (based on criminal statute); Michael v. Key System Transit Co.
(1929) 98 Cal. App. 189, 194 (“the violation of a penal statute constitutes
negligence per se....”); Reyes v.
Kosha (1998) 65 Cal.App.4th 451, 466
(triable dispute existed whether noncompliance with statutory and
related regulatory provisions was a substantial factor re causation of plaintiffs' injuries).
Cf., Wawanesa Mutual
Ins. Co. v. Matlock (1997) 60 Cal. App. 4th 583, 587 (disallowing
application of Penal Code section only because it was not designed to protect
against the type of harm which occurred);
Bradshaw v. City of Los Angeles (1990) 221 Cal. App. 3d 908, 918
(disallowing application of Penal Code section because Legislature did not
intend for the particular provisions to be the basis of a claim of negligence
per se), disapproved on other grounds
by Copley Press, Inc. v. Sup. Ct.
(2006) 39 Cal.4th 1272, 1284. But
see Johnson v. Honeywell Intern.
Inc. (2009) 179 Cal.App.4th 549, 555 (“‘negligence per se is not a separate
cause of action, but creates an evidentiary presumption that affects the
standard of care in a cause of action for negligence.’”); Peart v. Ferro (2004) 119 Cal.App.4th
60, 80 (“This statute … does not establish tort liability. Rather, it merely
‘codifie[s]’ the rule that ‘a presumption of negligence arises from the
violation of a statute….’”); Quiroz
v. Seventh Ave. Center (2006) 140 Cal. App. 4th 1256, 1285 (“negligence per
se is not to state an independent cause of action….”); California Service Station and Auto.
Repair Ass'n v. Amer. Home Assur. Co. (1998) 62 Cal.App.4th 1166, 1180
(“the Evidence Code section 669 presumption of negligence applies only after determining
that the defendant owes the plaintiff an independent duty of care.”).
Conspiracy
Berg
& Berg Ent., LLC v. Sherwood Partners, Inc. (2005) 131 Cal. App. 4th 802, 823
(noting the elements, and contrasting with aiding and abetting); State of Cal. ex rel. Metz v. CCC
Information Services, Inc. (2007) 149 Cal. App. 4th 402, 419. See
also Quelimane
Co., Inc. v. Stewart Title Guar. Co. (1998) 19 Cal.4th 26, 47
(general allegations are permitted as to the pleading of conspiracy); State of Cal. ex rel. Metz v. CCC
Information Services, Inc. (2007) 149 Cal. App. 4th 402, 419 (conclusory
allegations are insufficient to allege the elements of conspiracy); Douglas v. Sup. Ct. (1989) 215 Cal.
App. 3d 155,159 ("second cause of action for conspiracy to defraud
incorporates the allegations of the first cause of action, the demurrer to that
cause of action should also have been overruled."); Klistoff v. Sup. Ct. (2007) 157
Cal.App.4th 469, 479 (“The existence of a civil conspiracy makes
each participant in the wrongful act responsible as a joint tortfeasor for all
damages resulting from the wrong, whether or not a participant was a direct
actor and regardless of the degree of his activity” and a coconspirator cannot
be liable unless he or she owes a duty to the plaintiff as recognized by law).
Aiding and Abetting
Das v. Bank of America,
N.A. (2010) 186 Cal.App.4th
727, 744; Schulz v. Neovi Data Corp. (2007)152 Cal. App. 4th 86, 95 (to
plead aiding and abetting,
ultimate facts are required, not detailed facts); Austin B. v. Escondido Union School Dist.
(2007) 149 Cal.App.4th 860, 879;
Casey v. U.S. Bank Nat. Assn. (2005) 127 Cal. App. 4th 1138,
1144, 1149; Saunders v. Sup. Ct.
(1994) 27 Cal. App. 4th 832, 845. See also
Heckmann v. Ahmanson (1985) 168 Cal.App.3d 119, 127 (one
aiding and abetting is jointly liable even without participating in the
wrongs); Smith v. Blodget (1921)
187 Cal. 235, 244 (aiding and abetting may be actionable even where one was not
a party to a scheme from its inception.);
Am. Master Lease LLC v. Idanta Partners, Ltd. (2014) 225 Cal.
App. 4th 1451, 1477 (aider and abettor may either (1) owe a fiduciary duty to
the victim and be liable for providing substantial assistance, or (2) commit an independent tort by making a
conscious decision to assist another in performing wrongful acts.).
Trespass to Chattel
Jamgotchian
v. Slender (2009) 170
Cal. App. 4th 1384, 1400-01; Intel
Corp. v. Hamidi (2003) 30 Cal. 4th 1342, 1350-51.
Injunction
Brownfield v. Daniel Freeman Marina
Hosp. (2d Dist.
1989) 208 Cal. App. 3d 405, 410; Intel Corp. v. Hamidi (2003) 30 Cal.4th
1342, 1352. See also San Diego Unif.
Port Dist. v. Gallagher (1998) 62 Cal.App.4th 501, 503 (“To qualify for a
permanent injunction, the plaintiff must prove (1) the elements of a cause of
action involving the wrongful act sought to be enjoined…; and (2) the grounds
for equitable relief.”); E.H. Renzel
Co. v. Warehousemen's Union I.L.A. 38-44
(1940) 16 Cal.2d 369, 373 (“A complaint for an injunction which alleges
only general conclusions, not warranted by any pleading of facts, does not
state a cause of action to enjoin the acts complained of.”); Colgan
v. Leatherman Tool Group, Inc.
(2006) 135 Cal.App.4th 663, 702 (“Competition Law imposes liability for past
acts, in order to grant injunctive relief under section 17204 or section 17535,
there must be a threat that the wrongful conduct will continue.”); Madrid v. Perot Systems Corp.
(2005) 130 Cal. App. 4th 440, 465 (“UCL has not altered … injunctive relief,
which requires a threat that the misconduct to be enjoined is likely to be
repeated….”). But see Marlin v. Aimco Venezia, LLC (2d Dist. 2007) 154 Cal.App.4th 154,
162 ("An injunction is a remedy,
not a cause of action.”); Shamsian v.
Atlantic Richfield Co. (2d Dist.
2003) 107 Cal. App. 4th 967, 984-85 (“Correctly, the respondents state that a
request for injunctive relief is not a cause of action…. Therefore, we cannot
let this ‘cause of action’ stand. However, … on remand the trial court shall
permit the appellants to amend their … cause of action to include their request
for injunctive relief.”); City of S.
Pasadena v. Department of Transp. (1994) 29 Cal. App. 4th 1280, 1293
(“Injunctive relief is a remedy, not a cause of action.”); Shell Oil Co. v. Richter (1942) 52
Cal. App. 2d 164, 168 (“Injunctive relief is a remedy and not, in itself, a
cause of action, and a cause of action must exist before injunctive relief may
be granted.”).
Declaratory Relief
CCP §1060; Ludgate Ins. Co. v. Lockheed Martin Corp.
(2000) 82 Cal. App. 4th 592, 605-06; Bennett
v. Hibernia Bank (1956) 47 Cal. 2d 540, 549. See
also City of Cotati v. Cashman
(2002) 29 Cal. 4th 69, 80 (“ ‘an actual,
present controversy must be pleaded specifically" and "the facts of
the respective claims concerning the [underlying] subject must be given.’
"); Osseous Technologies of Amer., Inc. v. DiscoveryOrtho Partners LLC (2010) 191 Cal.App.4th 357, 364 ("'The
mere circumstance that another remedy is available is an insufficient ground
for refusing declaratory relief, and doubts regarding the propriety of an
action for declaratory relief ... generally are resolved in favor of granting
relief.'” ); Cal. Ins. Guar. Ass'n v. Sup. Ct. (1991) 231 Cal.
App. 3d 1617, 1624 (“availability of another form of relief that is adequate
will usually justify refusal to grant declaratory relief” but “[t]he refusal to
exercise the power is within the court's legal discretion….”); Pellegrini v.
Weiss (2008) 165 Cal.App.4th 515, 529 (“The question whether declaratory
relief is appropriate in a given case is addressed to the trial court’s
discretion.”); Stonehouse Homes v.
City of Sierra Madre (2008) 167 Cal.App.4th 531, 542 (“For declaratory
relief, the party must show it has either suffered or is about to suffer an
injury of ‘sufficient magnitude reasonably to assure that all of the relevant
facts and issues will be adequately presented.’”); Hood v. Sup. Ct. (1995) 33 Cal. App. 4th 319, 324
(declaratory relief unavailable where duplicates other cause of action); C.J.L. Constr. v. Universal Plumbing
(1993) 18 Cal. App. 4th 376, 390 (declaratory relief may be improper where main
action would be substantially same as
cross-complaint, or claim already accrued and the only question for
determination is liability for damages);
Gafcon, Inc. v. Ponsor & Assocs. (2002) 98 Cal. App. 4th
1388, 1404 (“declaratory relief operates prospectively only, rather than to
redress past wrongs….”). But see
Batt v. City and County of San Francisco (2007) 155 Cal. App.
4th 65, 82 (declaratory relief is an equitable remedy, not an independent cause
of action), disapproved on other grounds
by McWilliams v. City Of Long
Beach (2013) 56 Cal.4th 613, 626.
Accounting
St.
James Church of Christ Holiness v. Superior Court (1955) 135 Cal.App.2d 352,
359; Raymond v. Independent Growers, Inc.
(1955) 133 Cal.App.2d 154, 160; Kritzer
v. Lancaster (1950) 96 Cal. App. 2d 1, 7 (“a cause of action for accounting
need only state facts showing the existence of the relationship which requires
an accounting and the statement that some balance is due the plaintiff.”). See
also Teselle v. McLoughlin (2009) 173 Cal.App.4th 156, 179 (“A cause of
action for an accounting requires a showing that a relationship exists between
the plaintiff and defendant that requires an accounting, and that some balance
is due the plaintiff that can only be ascertained by an accounting…. An action
for accounting is not available where the plaintiff alleges the right to
recover a sum certain or a sum that can be made certain by calculation.”).
Community Property
The procedure to enforce a judgment against the spouse
not possibly liable under any cause of action, is post-judgment recovery of the
debt, based upon community property law, and not a lawsuit naming both spouses
purely on a community-property theory. See,
e.g., 4 Cal. Real Est. § 11:62 (4th ed.)
(citing 11601 Wilshire Assocs. v. Grebow (1998) 64 Cal.App.4th
453, 457).
Punitive Damages
“In order to survive a motion to strike an allegation
of punitive damages, the ultimate facts showing an entitlement to such relief
must be pled by a plaintiff.” Clauson
v. Sup. Ct. (1998) 67 Cal. App. 4th 1253, 1255. Accord
Spinks v. Equity Residential Briarwood Apartments (2009) 171 Cal. App. 4th
1004, 1055; Blegen v. Sup. Ct.
(1981) 125 Cal.App.3d 959, 962. “In
order to state a prima facie claim for punitive damages, a complaint must set
forth the elements as stated in the general punitive damage statute, Civil Code
section 3294….. These statutory elements
include allegations that the defendant has been guilty of oppression, fraud or
malice.” Turman v. Turning Point Of
Central Cal., Inc. (2010) 191 Cal.App.4th 53, 63.
Attorneys Fees
*IF BOTH PARTIES WOULD LIKE TO SUBMIT ON THE COURT’S
TENTATIVE RULING, PLEASE CALL THE COURTROOM 213-633-0655*