Judge: Mark A. Young, Case: 23CHLC23201, Date: 2024-03-27 Tentative Ruling

Case Number: 23CHLC23201    Hearing Date: March 27, 2024    Dept: M

CASE NAME:           YT Solutions India Pvt. v. Sanli Pastore & Hill, Inc.,

CASE NO.:                23CHLC23201

MOTION:                  Motion for Judgment on the Pleadings

HEARING DATE:   3/27/2024

Legal Standard

A defendant’s motion for judgment on the pleadings may be made after the time to demur has expired and an answer has been filed. (CCP § 438(f).) A motion by a defendant may be made on the grounds that (1) the court “lacks jurisdiction of the subject of one or more of the causes of action alleged” or (2) the complaint or cross-complaint “does not state facts sufficient to constitute a cause of action against that defendant.” (CCP § 438(c).)

A motion for judgment on the pleadings has the same function as a general demurrer but is made after the time for demurrer has expired. Except as provided by statute, the rules governing demurrers apply. (Cloud v. Northrop Grumman Corp. (1998) 67 Cal.App.4th 995, 999.) “A motion for judgment on the pleadings is akin to a general demurrer; it tests the sufficiency of the complaint to state a cause of action. The court must assume the truth of all factual allegations in the complaint, along with matters subject to judicial notice.” (Wise v. Pacific Gas and Elec. Co. (2005) 132 Cal.App.4th 725, 738, citations omitted.) Further, like a general demurrer, a motion for judgment on the pleadings “does not lie as to a portion of a cause of action, and if any part of a cause of action is properly pleaded, the [motion] will be overruled.” (Fire Ins. Exchange v. Superior Court (2004) 116 Cal.App.4th 446, 452.)

REQUEST FOR JUDICIAL NOTICE

Defendant submits a California Secretary of State Business Search, conducted on January 8, 2024, showing no results for “YT Solutions PVT” as registered to do business in California. (Ex. A.) First, the court notes that plaintiff is not called “YT Solutions PVT.” Thus, this evidence is of limited value. Second, this fact is irrelevant to show that Plaintiff must register with the Secretary of State. It also does not show Plaintiff has transacted “intrastate business.” Accordingly, judicial notice is DENIED. The Court notes that the motion would still be denied even if judicial notice was granted.

Analysis

Defendant Sanli Pastore & Hill Inc. moves for judgment on the pleadings on the grounds that Plaintiff YT Solutions India PVT is an Indian corporation, not registered to do business in

California. Defendant argues that under Corporations Code §§ 2203(c) and 17456(a), YT Solutions is prohibited from maintaining any litigation in Superior Court until it registers and pays the requisite fees.

Corporations Code section 2105(a) prohibits any foreign corporation from transacting “intrastate business without having first obtained from the Secretary of State a certificate of qualification.” Corporations Code section 2203(c) prohibits any foreign corporation “which transacts intrastate business without complying with Section 2105” from maintaining any action or proceeding “upon any intrastate business… until it has complied with the provisions” of section 2105, paid certain penalties to the Secretary of State, and filed with the clerk of the court pending receipts showing the payment of the fees, penalties and all outstanding taxes that should have been paid for the period during which it transacted intrastate business.  Corporations Code section 17456(a) provides that a “foreign limited liability company transacting intrastate business in this state shall not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.”

All of the cited sections require that a foreign company at least “transact intrastate business” before it is required to register with the Secretary of State. “Transact intrastate business” means “entering into repeated and successive transactions of its business in this state, other than interstate or foreign commerce.” (Corp. Code § 191(a).)

The record here does not demonstrate that Plaintiff transacted any intrastate business. Plaintiff does not allege that this claim arises from intrastate business. Instead, the complaint alleges that Plaintiff is a corporation engaged in “international commerce.” (Compl., ¶ 3.) Plaintiff insists that YT Solutions conducted intrastate business because it “hired a representative and paid commissions to induce SP&H to enter into the Contract.” (Mot. 7.) This bald assertion is extrinsic to the pleadings and cannot be considered on a motion for judgment on the pleadings. Thus, there is no basis in the record for Defendant’s motion.

Accordingly, the motion is DENIED.