Judge: Mark A. Young, Case: 22SMCV00854, Date: 2022-12-07 Tentative Ruling
Case Number: 22SMCV00854 Hearing Date: December 7, 2022 Dept: M
CASE NAME: Royal Lee LLC v. 1055 Shadow Hill LLC, et al.
CASE NO.: 22SMCV00854
MOTION: Defendants Steve Mikhov and 1055 Shadow Hill LLC’s Demurrers to the Complaint
HEARING DATE: 12/7/2022
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 Steve Mikhov and 1055 Shadow Hill LLC separately demur to the single cause of action in the complaint for breach of contract. Defendants claim to be unable to interpret what this cause of action is truly alleging, as it merely contains legal conclusions.
“The standard elements of a claim for breach of contract are: ‘(1) the contract, (2) plaintiff’s performance or excuse for nonperformance, (3) defendant’s breach, and (4) damage to plaintiff therefrom.’” (Wall Street Network, Ltd. v. New York Times Co. (2008) 164 Cal.App.4th 1171, 1178.) “A written contract may be pleaded 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.” (McKell v. Washington Mutual, Inc. (2006) 142 Cal.App.4th 1457, 1489.) “In order to plead a contract by its legal effect, plaintiff must allege the substance of its relevant terms.” (Id.)
The Court does not find anything uncertain or unclear about the claim set forth in the breach of contract cause of action. The complaint alleges the following ultimate facts: On February 19, 2021, Plaintiff and Shadow Hill executed and entered into a Supplemental Amendment to Residential Lease (Including Guarantee) (“Supplemental Amendment”) in which they agreed, among other things, to further extend the term of the Lease until February 28, 2023 and increase the rent to $60,000 per month for March 1, 2021 through March 1, 2022 and $62,500 per month for March 1, 2022 through February 28, 2023. (Compl., ¶ 7.) Concurrent with execution of the Supplemental Amendment, Mikhov executed a Guarantee whereby he guaranteed the “full, prompt and complete payment of Rent … and/or other sums that become due pursuant to the Residential Lease, as amended, including any and all actual documented and reasonable court costs and attorney fees included in enforcing the Residential Lease, as amended . . ..” (¶ 8.)
The Complaint further alleges that Shadow Hill and Mikhov failed and refused to pay the rent due under the Lease for May 2022 and June 2022. (¶ 9.) According to the Complaint, Shadow Hill’s failure to pay rent due under the Lease constituted a material breach of the Lease. (¶ 11.) Plaintiff has duly performed all conditions under the Lease except as excused by the Defendants’ conduct and breaches. (¶ 12.) As a direct and proximate result of Defendants’ breaches of the Lease, Plaintiff alleges damages in excess of $625,000. (¶ 13.) As the essential factual elements are alleged, the demurrer for sufficiency and uncertainty is not well-taken.
Accordingly, Defendants’ demurrers are OVERRULED. Defendants to file an answer within ten days.