Judge: Mark A. Young, Case: 24SMCV05578, Date: 2025-02-14 Tentative Ruling
Case Number: 24SMCV05578 Hearing Date: February 14, 2025 Dept: M
CASE NAME: WCE CA Fertility Inc. v. SCRC
Medical Group PC
CASE NO.: 24SMCV05358/24SMCV05578
MOTION: Demurrer to the Unlawful
Detainer Complaints
HEARING DATE: 2/14/2024
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.)
“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.)
REQUEST FOR JUDICIAL NOTICE
Defendant SCRC’s request for judicial notice is GRANTED. (Evid.
Code § 452(d).) However, the Court does not take judicial notice of the truth
of hearsay statements contained therein.
ANALYSIS
Defendant SCRC Medical Group PC demurs to the unlawful detainer complaints
in case nos. 24SMCV05358 (relating to Suite 500) and 24SMCV05578 (relating to
Suite 101). Each case pertains to a different unit of the Subject Premises but
are otherwise substantively identical. The Court will therefore consider the
demurrers together.
SCRC asserts that WCE has failed to allege valid notice. SCRC
cites inapplicable statutory notice periods, such as Civil Code section 789 and
Code of Civil Procedure (CCP) sections 1162(2)-(3). The Complaint, however, alleges
an unlawful detainer under section CCP 1162(1) for a non-default termination of
tenancy. This section states in relevant part:
1. When the tenant
continues in possession, in person or by subtenant, of the property, or any
part thereof, after the expiration of the term for which it is let to the
tenant; provided the expiration is of a nondefault nature however
brought about without the permission of the landlord, or the successor in
estate of the landlord, if applicable…
Unlike subsection (2)-(3), the express language of subsection
(1) does not require three-days’ notice. (See United States v. Wilson
(9th Cir. 1989) 881 F.2d 596, 600 [noting section 1161(1)
did not require notification of either recipient of revocable use permit or
Indian sublessees before bringing unlawful detainer suit]; see Earl
Orchard Co. v. Fava (1902) 138 Cal. 76, 78-79 [expiration of a fixed period
lease, terminated by lapse of time, does not create a tenancy at will and three
days’ notice is “not necessary”]; Castle Park No. 5 v. Katherine (1979)
91 Cal.App.3d Supp. 6, 10 n.4 [“No notice is needed before filing suit where
the tenant holds over after the expiration of his term”].)
The complaints specify service in the attachments. On December
26, 2019, Defendant SCRC Medical Group, P.C., ("Subtenant") entered
into a Sublease Agreement with Plaintiff WCE CA Fertility, Inc.
("Sublandlord"), whereby Subtenant agreed to lease the real property commonly
known as 450 North Roxbury, Suite 500, in Beverly Hills, CA 90210 (the
"Premises") from Sublandlord. The Sublease Agreement was entered into
subject and subordinate to a Master Lease dated October 25, 2013, by and between
the fee owner of the property and Sublandlord. Sublandlord, in turn, sublet the
Premises to Subtenant. (Att. 17.) Section 2 states in relevant part:
“[U]pon
the expiration or termination of that certain Management Services Agreement,
dated as of even date herewith, by and between Sublandlord and Subtenant (the
“MSA”), for any reason or no reason, (i) this Sublease shall automatically
terminate as of the effective date of the expiration or termination of the MSA
(the “MSA Expiration/Termination Date”) and (ii) at either parties’ option,
written notice of which shall be delivered to the other party hereto at least
fifteen (15) days prior to the MSA Expiration/Termination Date, (a) Sublandlord
shall assign to Subtenant all of Sublandlord’s right, title and interest in and
to the Lease pursuant to a commercially reasonable form of assignment and
assumption of lease (the “Lease Assignment”) and (b) Subtenant shall purchase
from Sublandlord, for the fair market value as reasonably determined by the
parties, all of Sublandlord’s right, title and interest in and to the personal
property and equipment located in the Premises that is reasonably necessary for
the continuation of Subtenant’s business operations pursuant to a commercially
reasonable bill of sale (the “Personal Property/Equipment Purchase”); provided,
however, that the Lease Assignment and the Personal Property/Equipment Purchase
shall occur on the MSA Expiration/Termination Date or, in the event that third
party consents are necessary for the Lease Assignment or the Personal
Property/Equipment Purchase (the “Third Party Consents”), as soon as possible
following Sublandlord’s receipt of the Third Party Consents; provided further,
however, that Sublandlord shall only be required to use commercially reasonable
efforts to obtain the Third Party Consents.”
(Emphasis
removed.) Pursuant to this section of the sublease, the term expired
concurrently with the term of the Master Lease on August 31, 2024. (Att. 17.) Despite
the term of the sublease ending, Subtenant has refused to vacate the premises.
(Id.)
WCE alleges service on October 23, 2024, when it caused the
Three-Day Notice to Quit to be mailed via FedEx, overnight delivery to Kyle Francis
at 450 N. Roxbury Dr., Suite 750, Beverly Hills, CA 90210. The Notice was
therefore deemed received on October 24, 2024, pursuant to section 17 of the
lease agreement. In any event, no notice was required to initiate these
unlawful detainer proceedings under CCP section 1161(1). Thus, any defects in the
notice to quit would be irrelevant.
SCRC fails to cite any substantial defect in the two unlawful
detainer complaints. Defendant notes that if the MSA is terminated, then
Plaintiff must no longer be entitled to possession. However, this is not necessarily
the case, as Plaintiff may have entered into a separate agreement as
contended in their opposition. As pled, Plaintiff is the “sublandlord” of the
premises. (Compl., ¶ 4.) Defendant’s opposite contention would be an issue of
fact that cannot be determined at the pleading stage. Defendant further asserts
that the unlawful detainer complaints are duplicative of the civil action in
Case No. 24SMCV01185 and should have been filed as a compulsory counterclaim.
However, the derivative civil action (brought on behalf of nominal
defendant WCE) does not seek possession or title of the subject premises. Thus,
it is not another action “pending between the parties on the same cause of
action” even if there may be overlapping factual issues with the unlawful
detainer complaints. (CCP § 430.10(c).) For the same reason, the court would
not exercise its discretion to abate the unlawful detainer actions.
Accordingly, the demurrers are OVERRULED.
Defendant to file an answer within 5 days.