Judge: Mark A. Young, Case: 22SMCV00418, Date: 2023-03-22 Tentative Ruling

Case Number: 22SMCV00418    Hearing Date: March 22, 2023    Dept: M

CASE NAME:           Li, et al., v. Afterward Productions, LLC, et al.

CASE NO.:                22SMCV00418

MOTION:                  Demurrer to the Complaint

HEARING DATE:   3/22/2023

Legal Standard

            A demurrer for sufficiency tests whether the complaint states a cause of action. (Hahn v. Mirda (2007) 147 Cal.App.4th 740, 747.) When considering demurrers, courts read the allegations liberally and in context. In a demurrer proceeding, the defects must be apparent on the face of the pleading or via proper judicial notice. (Donabedian v. Mercury Ins. Co. (2004) 116 Cal.App.4th 968, 994.) A demurrer tests the pleadings alone and not the evidence or other extrinsic matters. Therefore, it lies only where the defects appear on the face of the pleading or are judicially noticed. (CCP §§ 430.30, 430.70.) At the pleading stage, a plaintiff need only allege ultimate facts sufficient to apprise the defendant of the factual basis for the claim against him. (Semole v. Sansoucie (1972) 28 Cal. App. 3d 714, 721.) A “demurrer does not, however, admit contentions, deductions or conclusions of fact or law alleged in the pleading, or the construction of instruments pleaded, or facts impossible in law.” (S. Shore Land Co. v. Petersen (1964) 226 Cal.App.2d 725, 732, internal citations omitted.)

            A special demurrer for uncertainty is disfavored and will only be sustained where the pleading is so bad that defendant cannot reasonably respond—i.e., cannot reasonably determine what issues must be admitted or denied, or what counts or claims are directed against him/her. (CCP § 430.10(f); Khoury v. Maly’s of Calif., Inc. (1993) 14 Cal.App.4th 612, 616.) Moreover, even if the pleading is somewhat vague, “ambiguities can be clarified under modern discovery procedures.” (Ibid.)

            Any party, within the time allowed to respond to a pleading may serve and file a notice of motion to strike the whole or any part thereof. (CCP § 435(b)(1); Cal. Rules of Court, Rule 3.1322(b).) The court may, upon a motion or at any time in its discretion and upon terms it deems proper: (1) strike out any irrelevant, false, or improper matter inserted in any pleading; or (2) strike out all or any part of any pleading not drawn or filed in conformity with the laws of California, a court rule, or an order of the court. (CCP §§ 436(a)-(b); Stafford v. Shultz (1954) 42 Cal.2d 767, 782 [“Matter in a pleading which is not essential to the claim is surplusage; probative facts are surplusage and may be stricken out or disregarded”].)

            “Liberality in permitting amendment is the rule, if a fair opportunity to correct any defect has not been given.” (Angie M. v. Superior Court (1995) 37 Cal.App.4th 1217, 1227.) It is an abuse of discretion for the court to deny leave to amend where there is any reasonable possibility that plaintiff can state a good cause of action. (Goodman v. Kennedy (1976) 18 Cal.3d 335, 349.) The burden is on plaintiff to show in what manner plaintiff can amend the complaint, and how that amendment will change the legal effect of the pleading. (Id.)

Analysis

Defendants Afterward Productions, LLC, Pascal Borno, Frederic Demey, The Story Forge, LTD and Nicole’s Game, LLC demur to the First Amended Complaint. 

Request for Judicial Notice

Plaintiff’s request for judicial notice is GRANTED. (Evid. Code § 452(c).)

Breach of Contract & Alter Ego:  First through Third Causes of Action

Defendants demur to the first through third causes of action of the first amended complaint (FAC) for breach of contract on the grounds that these causes of action do not state claims against Defendants Borno, Demey, Story Forge, and Nicole’s Game. Defendants concede that the claim is otherwise well-stated as to Afterward. Defendants note that the FAC alleges an alter ego theory of liability against the other defendants.

In order to establish an alter ego theory, a plaintiff must allege: (1) such a unity of interest and ownership between the corporation and its equitable owner that no separation actually exists, and (2) an inequitable result if the acts in question are treated as those of the corporation alone. (Leek v. Cooper (2011) 194 Cal.App.4th 399; Sonora Diamond Corp. v. Superior Court (2000) 83 Cal.App.4th 523.) Whether a party is liable under an alter ego theory is a question of fact.¿(Leek, supra, 194 Cal.App.4th at 418.) In pleading an alter ego theory, one is only required to allege “ultimate rather than evidentiary facts.” (Rutherford Holdings, LLC v. Plaza Del Rey (2014) 223 Cal.App.4th 221, 236; quoting Doe v. City of Los Angeles (2007) 42 Cal.4th 531, 550.)

Plaintiffs adequately allege the ultimate facts supporting the alter ego factors. First, Plaintiffs claim that each of the defendants are the alter egos of each other. (FAC ¶ 14.) The FAC further alleges that Afterward Productions was an alter ego of Borno and/or Demey, and there was and is a unity of interest and ownership between them such that any separateness between them has ceased to exist in that Borno and/or Demey completely controlled, dominated, managed, and operated Afterward Productions to suit their own purposes and convenience. (¶ 15.)  According to the FAC, Borno and/or Demey:

(i) controlled the business and affairs of Afterward Productions, (ii) disregarded legal formalities and failed to maintain an arm’s length relationship with Afterward Productions, (iii) inadequately capitalized Afterward Productions at inception, (iv) used the Afterward Productions entity as a mere shell, instrumentality or conduit for themselves and/or for their individual businesses, including Angel Oak Films, (v) used the entity to procure labor, services and merchandise for another person or entities, (vi) manipulated the assets and liabilities between Afterward Productions and their other businesses so as to concentrate the assets in one and the liabilities in another, (vii) used the Afterward Productions entity to conceal ownership, management, or financial interests or personal business activities, and (viii) used Afterward Productions to shield against personal obligations and in particular the obligations alleged in this First Amended Complaint.

(¶ 16.) Afterward Productions was not only controlled by Borno and/or Demey, but there was such a unity of interest and ownership that the individuality or separateness of Borno, Demey, and Afterward Productions has ceased, and the adherence to the fiction of separate existence would under the present circumstances sanction a fraud and promote justice. (¶ 17.) The FAC further alleges that Defendants Story Forge and Nicole’s Game are also alter egos of Borno, Demey and Afterward Productions:

Notably, aside from inadequately capitalizing Afterward Productions at inception and otherwise using Afterward Productions to solicit investments that were improperly used and otherwise misappropriated, Afterward Productions is managed by all of its members, which include Story Forge, Ltd. and Nicole’s Game, LLC. On information and belief, Demey is the Chief Executive Officer of Afterward Productions and executed the Investor Financing Agreement. On information and belief, Borno owned or otherwise controlled Afterward Productions and acted as an agent of Afterward Productions by soliciting investments from his Afterward Productions email address. Afterward Productions is merely a shell and, in fact, Story Forge (which is owned or otherwise controlled by Demey) is located at the same address as Afterward Productions, albeit for a different suite number only. Afterward Productions and Story Forge are each located at 3400 Airport Avenue, Santa Monica, California 90405. Afterward Productions is nothing more than an alter ego of Story Forge, Nicole’s Game, Demey and Borno.

(¶ 78.)

These allegations are sufficient for pleading purposes to establish alter ego liability against Defendants. Since the claims are well-stated against Afterward, the claims are well-stated against other the other defendants as alter egos of Afterward.

Accordingly, Defendants’ demurrer is OVERRULED as to the first through third causes of action

Implied Covenant of Good Faith and Fair Dealing: Fourth Cause of Action

Defendants argue that this cause of action is a duplicate of the breach of contract claims,  and therefore subject to demurrer.  The covenant of good faith and fair¿dealing is implied in every contract to prevent a contracting party from engaging in conduct that, while not technically transgressing the express covenants, frustrates the other party's rights to the benefits of the contract. (Racine & Laramie, Led. v. Dept. of Parks and Recreation (1992) 11 Cal.App.4th 1026, 1031-1032.)  The implied covenant “is designed to effectuate the intentions and reasonable expectations of parties reflected by mutual promises within the contract.” (Nein v. HostPro, Inc. (2009) 174 Cal.App.4th 833, 852.)  The covenant mandates that neither party do anything which will deprive the other of the benefits of the agreement. (Wolf v. Walt Disney Pictures and Television (2008) 162 Cal.App.4th 1107, 1120.)

“If the allegations do not go beyond the statement of a mere contract breach and, relying on the same alleged acts, simply seek the same damages or other relief already claimed in a companion contract cause of action, they may be disregarded as superfluous as no additional claim is actually stated.” (Careau & Co. v. Security Pacific Business Credit, Inc. (1990) 222 Cal.App.3d 1371, 1395; Guz v. Bechtel Nat. Inc.¿(2000) 24 Cal.4th 317, 352 [claim that merely re-alleges that breach as a violation of the covenant is superfluous].)

The FAC alleges that On September 30, 2020, Plaintiff Wet Paws entered into an Investor Financing Agreement with Defendant Afterward Productions. (FAC ¶ 92.)  Defendant undermined such benefits by committing waste of Wet Paws’ assets and wrongfully expending funds to pay for personal or other expenses that did not lead to the production of a motion picture. (¶¶ 92-93.) Further, on July 15, 2020, Plaintiff Li entered into a “Finder Agreement” with Afterward Productions. (¶ 94.) Defendant undermined the benefits to this agreement by failing to make the payment that was due and payable to Plaintiff Li. (Id.)

Plaintiffs assert that the claim is “substantially based on Defendants’ dishonest conduct involving various misrepresentations made to induce Plaintiffs to enter into the contracts at issue” as alleged in paragraphs 92-95 of the FAC. Plaintiffs thus admit that the implied covenant claims are based on the fraudulent inducement of a contract, and defendants’ subsequent failure to perform on the contracts. This does not state that Defendants kept Plaintiffs from reaping the benefits of the agreement, beyond a mere breach of contract.  Defendants’ alleged breaches of the multiple promises to perform under the agreement are simply breaches of the express agreement. For instance, Defendants missing payment deadlines or misappropriating funds are breaches of the express terms of the contract. While Plaintiffs assert that this cause of action is based upon Defendants fraudulently inducing them into the contract, such a cause of action would sound in fraud and not as a breach of the implied covenant.

            Accordingly, Defendants’ demurrer to the fourth cause of action is SUSTAINED with leave to amend.

Fraud Causes of Action:  Fifth and Sixth Causes of Action

Borno asserts that the fifth and sixth causes of action, which are all fraud-based causes of action, fail because the only misrepresentation alleged by Borno are mere statements of opinion, and thereby provide no liability.  The elements of a claim for fraud are (1) misrepresentation of a material fact; (2) knowledge of falsity or lack of a reasonable ground for belief in the truth of the representation; (3) intent to induce reliance; (4)¿actual and justifiable reliance by the plaintiff; and (5) resulting damage. (Orient Handel v. United States Fid. & Guar. Co. (1987) 192 Cal.App.3d 684, 693.)

“The elements of negligent misrepresentation are (1) a misrepresentation of a past or existing material fact, (2) made without reasonable ground for believing it to be true, (3) made with the intent to induce another’s reliance on the fact misrepresented, (4) justifiable reliance on the misrepresentation, and (5) resulting damage.” (Ragland v. U.S. Bank National Assn. (2012) 209 Cal.App.4th 182, 196 [147 Cal.Rptr.3d 41].) It is hornbook law that fraud-based claims are subject to a stricter pleading standard then that governing most California causes of action. To advance a cognizable fraud claim, "every element of the cause of action . . . must be alleged in full, factually and specifically, and the policy of liberal construction of pleading will not usually be invoked to sustain a fraud claim deficient in any material respect." (Wilhelm v. Pray, Price, Williams & Russell (1986) 186 Cal.App.3d 1324, 1331; see Lazar v. Superior Court (1996) 12 Cal.4th 631, 645 [heightened particularity requirement necessitates pleading facts that "show how, when, where, to whom, and by what means the representations were tendered”].)

Generally, expressions of opinion are not treated as representations of fact, and thus are not grounds for a misrepresentation cause of action. (Neu-Visions Sports v. Soren (2000) 86 Cal.App.4th 303, 308.) An actionable misrepresentation must be made about past or existing facts; statements regarding future events are merely deemed opinions. (Id., at 309 – 310.) “A representation is an opinion ‘if it expresses only (a) the belief of the maker, without certainty, as to the existence of a fact; or (b) his judgment as to quality, value … or other matters of judgment.’” (Graham v. Bank of America, N.A. (2014) 226 Cal.App.4th 594, 606-07.) 

The exceptions to this general rule are: “‘(1) where a party holds himself out to be specially qualified and the other party is so situated that he may reasonably rely upon the former's superior knowledge; (2) where the opinion is by a fiduciary or other trusted person; [and,] (3) where a party states his opinion as an existing fact or as implying facts which justify a belief in the truth of the opinion.’ [Citation.] Examples of actionable statements under these exceptions include a sales agent’s representation that a condominium with structural defects was nevertheless luxurious and an outstanding investment [citation] and a realtor’s opinion that the purchaser of a particular lot would have an enforceable access easement. [Citation.]” (Cohen v. S & S Construction Co., (1983) 151 Cal.App.3d 941, 946.) Generally, whether a statement is nonactionable opinion or actionable misrepresentation of fact requires a factual determination, which is beyond the scope of a demurrer. (Furla v. Jon Douglas Co. (1998) 65 Cal.App.4th 1069, 1081; see Hale v. Wolfsen (1969) 276 Cal.App.2d 285, 291-292 [where a party states a matter that might otherwise be only an opinion, but affirms it as an existing fact material to the transaction so that the other party may reasonably treat it as a fact and rely and act on it as such, the statement becomes an affirmation of fact and may be a fraudulent misrepresentation].) 

Here, the FAC specifically cites the following misrepresentation. “On August 7, 2020, Defendant Borno deceitfully represented to Plaintiff Kelly Li (individually and as an agent of LID) that “[t]he loan will close in early September as we still need to get them some documents, Notices of Assignment, producer agreements, etc. […] Upon closing, we will reimburse you investor money plus interest”. (FAC ¶ 100.) Borno knew that representation was false, because he “was well aware that any additional financing would likely not close, but he nevertheless completely misrepresented the timing of when any money would be repaid (here, by the “Maturity Date,” or thirty (30) days from the date that the loan was issued). Borno also recklessly misrepresented how the money would actually be used.  Defendant Borno otherwise omitted material information about how much money had been raised for Afterward Productions, how the money was being used and omitted information about when production would actually commence.” (¶¶ 101-102.) The negligent misrepresentation cause also cites the August 7, 2020, misrepresentation. (¶ 119.)

The FAC provides additional context to these causes of action. On July 30, 2020, Borno requested a bridge loan from Li because a third-party equity investor was not able to transfer funding in a timely fashion. Borno promised and represented that the bridge loan would be paid back as soon as the third-party investor’s funds were received, or when a purportedly pending bank loan closed early September, whichever hit first. (FAC ¶ 33.) In reliance on Borno’s statements, on August 14, 2020, Plaintiff LID entered a $100,000.00 “Bridge Loan Agreement” with Afterward Productions, where the full principal amount, together with interest, was to be repaid to LID within thirty days. (¶ 34.) On August 17, 2020, the funds comprising the bridge loan were wired to Afterward Productions. (¶ 35.) On September 5, 2020, the third-party investor agreement was signed. (¶ 36.) No repayment was made within the prescribed 30-day period under the “Bridge Loan Agreement”. (¶ 37.) On September 21, 2020, Li sent an email to Defendants Demey and Borno asking for repayment of the bridge loan. The response to the request for repayment was that 15 more days to finish bank closing. (¶ 38.) On September 26, 2020, an unspecified Amendment was made to the Bridge Loan. (¶ 39.)

Even read in context, the FAC does not allege a misrepresentation of fact. Instead, the cited representation is phrased as an opinion of future events. Borno allegedly stated approximately when the loan will close – early September 2020. The representation itself demonstrates that the loan was contingent on other uncertain events, i.e., the documents, notices, and producer agreements. In fact, the FAC alleges that Borno knew that “additional financing would likely not close” suggesting that he was representing an opinion of an uncertain future event. Otherwise, the FAC is silent as to the falsity of any existing facts represented. For example, the FAC does not state that Borno made such representations without a present intent to perform. (Civ. Code, § 1710.) Furthermore, the FAC does not state any exception that would render opinions as to future events actionable, such as a fiduciary relationship.

Accordingly, Borno’s demurrer is SUSTAINED with leave to amend.

Conspiracy: Seventh Cause of Action

The Court concurs that conspiracy, in-and-of itself, is not a cause of action. “Conspiracy 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 perpetration . . ..  Standing alone, a conspiracy does no harm and engenders no tort liability. It must be activated by the commission of an actual tort. A civil conspiracy, however atrocious, does not per se give rise to a cause of action unless a civil wrong has been committed resulting in damage.” (Applied Equipment Corp. v. Litton Saudi Arabia Ltd. (1994) 7 Cal.4th 503, 510-11 [emphasis added; internal citations and quotations marks omitted].) 

Therefore, the seventh cause of action for Civil Conspiracy fails to state a claim.

Common Counts:  Eighth through Tenth Causes of Action

Defendants argue that the FAC has not alleged that any defendant other than Afterward Productions personally received the money. However, as discussed above, the FAC properly states an alter ego theory against these defendants. Therefore, the Money Had and Received claim is well-stated. Furthermore, Defendants argue that the quantum meruit claim fails for the same reasons as the contract-based claims. As discussed, those claims are well-pled.

Accordingly, Defendants’ demurrer is OVERRULED to the common counts.

Accounting: Tenth Cause of Action

Defendants argue that Plaintiffs have not attempted to allege the required fiduciary relationship, nor distinguish between the defendants, i.e., who owes an accounting and the basis for such a remedy. However, a fiduciary duty is not required for an accounting. An accounting is an independent cause of action in equity. (Teselle¿v. McLoughlin¿(2009) 173 Cal.App.4th 156, 180.) A cause of action seeking an accounting may be maintained when:¿1) a relationship exists between a plaintiff and defendant that requires an accounting, and¿2) some balance is due to the plaintiff that can only be ascertained by an accounting. (Id., at 179.) No fiduciary relationship is required, but “[a]n 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.” (Ibid.)¿¿ 

Otherwise, the FAC states that all Defendants owe an accounting under the Investor Financing Agreement, the Bridge Loan Agreement, and the Agreement with Li. (FAC ¶ 140.) LID is entitled to an accounting to ascertain the extent of what is owed under the Bridge Loan Agreement, as Defendant Afterward Productions failed to repay the loan balance on the Maturity Date and failed to repay any interest. (¶ 141.) Li is entitled to an accounting as she secured certain financing for Afterward Productions, and pursuant to the agreement, is entitled to ten percent (10%) of the “total Investment,” which was “payable not later than one (1) week after receipt of the Investment by [Afterward Productions].” (Id.) Thus, without an accounting, Plaintiffs cannot determine what is owed to her. (Id.) Moreover, Wet Paws is entitled to an accounting as expressly provided for under the Investor Financing agreement. (Id.) Defendants do not explain why any further information is required.

Accordingly, Defendants’ demurrer is OVERRULED.

Corporations Code §§ 25401 and 25501:  Eleventh and Twelfth Causes of Action

Defendants argue that Plaintiff does not allege that Plaintiff was sold a security by any Defendant.  Corporations Code sections 25401 and 25501 create a private right of action for the sale or purchase of securities by means of written or oral communications containing false statements or omissions impose liability on the actual seller of the security. In addition to primary civil liability established in Corporations Code section 25501, the statutory scheme imposes civil liability for a violation of section 25401 to specified secondary actors who assist in the primary violation. (See Moss v. Kroner (2011) 197 Cal.App.4th 860, 873; see also AREI II Cases¿(2013) 216 Cal.App.4th 1004, 1013.) Thus, every person in any of the following categories is jointly and severally liable along with the perpetrator: (1) every person who directly or indirectly controls the perpetrator; (2) every principal executive officer or director or partner of the entity that is the perpetrator; (3) every person occupying a similar status or performing similar functions; (4) every employee of the perpetrator who materially aided in the act or transaction constituting the violation; and (5) every broker dealer or agent who materially aided in the act or transaction constituting the violation. (Corp. Code § 25504.) 

Under Corporations Code section 25401: 

It is unlawful for any person to offer or sell a security in this state, or to buy or offer to buy a security in this state, by means of any written or oral communication that includes an untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in the light of the circumstances under which the statements were made, not misleading. 

The Court is not convinced that, simply because the fraud cause of actions were not well-stated, the Corporations Code claims fail per se. Section 25401 “differ[s] from common law negligent misrepresentation in that: (1) proof of reliance is not required, (2) although the fact misrepresented or omitted must be ‘material,’ no proof of causation is required, and (3) plaintiff need not plead defendant’s negligence.” (Bowden v. Robinson (1977) 67 Cal.App.3d 705, 715.) “Under both state and federal securities law, ‘[a] fact is material if there is a substantial likelihood that, under all the circumstances, a reasonable investor would consider it important in reaching an investment decision.’” (People v. Butler (2012) 212 Cal.App.4th 404, 421.) An offeror is liable for securities fraud if it “was aware or was negligent in failing to be aware that [its] misrepresentations were misleading.” (People v. Simon (1995) 9 Cal.4th 493, 516.) However, section 25401 does not cover “‘simple nondisclosure’ or the mere nondisclosure of material facts . . . [r]ather, § 25401 covers only misstatements of material fact and those omissions that render misleading the statements that were made in connection with the sale or purchase of securities.” (Tse v. Ventana Med. Sys. (2002) 297 F.3d 210, 213.)

Otherwise, Defendants argue that the alter ego theory is unsound. As discussed, the alter ego allegations are sufficient for pleading purposes.  Therefore, the demurrer is OVERRULED as to these causes of action.

Unfair Competition: Thirteenth Cause of Action

Defendants assert that this is a restatement of the fraud cause of action and the allegations do not show Defendants significantly threatened or harmed competition.  California Business and Professions Code section 17200 prohibits “any unlawful, unfair or fraudulent business act or practice.” (Bus. & Prof. Code § 17200; see Clark v. Superior Court (2010) 50 Cal.4th 605, 610.)  The fraud prong of a UCL claim is less rigorous than common law fraud as common law fraud requires allegations of actual falsity and reasonable reliance while fraud under UCL does not. (See Morgan v. AT&T Wireless Services, Inc. (2009) 177 Cal.App.4th 1235, 1256.) To establish a fraudulent practice under the UCL, the plaintiff must show that members of the public are likely to be deceived. (West v. JPMorgan Chase Bank, N.A. (2013) 214 Cal.App.4th 780, 806.) 

The FAC alleges that in the July 15, 2020, agreement, Defendant Afterward Production fraudulently induced Plaintiff Kelly Li to secure capital by promising to pay her a fee of ten percent of any investment, which never happened. (FAC ¶ 163.) Further, the FAC claims that Borno misrepresented that “[t]he loan will close in early September as we still need to get them some documents, Notices of Assignment, producer agreements, etc. […] Upon closing, we will reimburse you investor money plus interest” (¶ 164.) Afterward Productions then fraudulently induced Plaintiff Wet Paws to invest Two Hundred and Fifty Thousand Dollars ($250,000) into Afterward Productions via the Investor Financing Agreement dated September 30, 2020, with the fraudulent representation that principal photography was going to being on October 11, 2020. (¶ 165.) Afterward made numerous misrepresentations, including, but not limited to, misrepresenting to Plaintiff Li that she would be compensated for arranging financing, misrepresenting to Plaintiff LID that it would be repaid the loan with interest by the Maturity Date, and misrepresenting to Plaintiff Wet Paws the start date of production. (¶ 170.)

Plaintiffs do not allege, as a matter of fact, that members of the public would likely be deceived by these misrepresentations. Therefore, the FAC fails to state a claim under the fraud prong. Moreover, the cause of action as to Borno’s representations do not state a misrepresentation of existing fact.

Accordingly, Defendants’ demurrer is SUSTAINED with leave to amend.

Foreclosure of Security Interest: Fourteenth Cause of Action

Defendants argue Plaintiff has not alleged who granted them a security interest, “besides Afterward Productions, LLC.” (Dem. p. 11.) They also admit that they “have no issue with the fact that Plaintiffs seek to foreclose on the security interest granted by Defendant Afterward Productions, LLC. (FAC, ¶¶179-181).” (Rep. p. 9.) Thus, Defendants recognize that there is a security interest stated. As the alter ego allegations are sufficient, the demurrer here is not well-founded.

Accordingly, Defendants’ demurrer is OVERRULED to the fourteenth cause of action.

Conclusion

Defendants’ demurrer is SUSTAINED without leave to amend as to the seventh cause of action, SUSTAINED with leave to amend as to the fourth, fifth, sixth and thirteenth causes of action, and OVERRULED as to the remainder.

Plaintiffs to file an amended complaint within ten days.