Judge: Matthew C. Braner, Case: 37-2022-00030947-CU-BC-CTL, Date: 2024-06-28 Tentative Ruling

SUPERIOR COURT OF CALIFORNIA,

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HALL OF JUSTICE

TENTATIVE RULINGS - June 27, 2024

06/28/2024  09:00:00 AM  C-60 COUNTY OF SAN DIEGO

JUDICIAL OFFICER:Matthew C. Braner

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Civil - Unlimited  Breach of Contract/Warranty Demurrer / Motion to Strike 37-2022-00030947-CU-BC-CTL THE RUSHING COMPANY LLC VS CAYDON SAN DIEGO PROPERTY LLC [IMAGED] CAUSAL DOCUMENT/DATE FILED:

Defendant Caydon San Diego Property, LLC's demurrer is SUSTAINED as to the first and third causes of action, and OVERRULED as to the second cause of action.

Defendant's request for judicial notice is denied. The invoices do not form the basis of Plaintiff The Rushing Company, LLC's complaint; they are not even referenced in the complaint. Moreover, although the draft contract attached to the complaint includes a provision that requires invoices, it neither mentions nor describes the particular invoices Defendant seeks judicial notice of. Consequently, judicial notice of these documents pursuant to Evidence Code section 452, subdivision (h), is improper.

A demurrer shall be sustained if the complaint 'does not state facts sufficient to constitute a cause of action.' (Code Civ. Proc., § 430.10(e).) To test the sufficiency of a cause of action, the court treats as true 'all material facts properly pleaded, but not contentions, deductions or conclusions of fact or law.' (Centinela Freeman Emergency Medical Associates v. Health Net of California, Inc. (2016) 1 Cal.5th 994, 1010.) The court may also consider matters that have been judicially noticed. (Id.) The court shall give the complaint a 'reasonable interpretation, reading it as a whole and its parts in their context.' (Blank v. Kirwan (1985) 39 Cal.3d 311, 318.) Defendant demurs to the first and third causes of action for breach of oral contract and quantum meruit, respectively, on the grounds they are uncertain, as the draft contract attached to the complaint is between parties other than Plaintiff and Defendant here. The court agrees this renders the claims uncertain.

Plaintiff argues the draft agreement attached to the complaint was neither intended nor pled as the 'actual' agreement between the parties that simply was not signed; rather, it simply reflects the terms the parties orally agreed to. However, this is contrary to the allegations in the body of the complaint, which describes Exhibit 1 as a 'true and accurate copy of the unexecuted Contract,' which is attached to the complaint and 'incorporated' as Exhibit 1. (Complaint, ¶ 9, underlining added.) The body of the complaint does not reference or discuss the parties in Exhibit 1, Caydon USA San Diego LLC and Rushing, Inc. The body of the complaint also does not include allegations from which it may reasonably be inferred Plaintiff intended to allege that the terms in Exhibit 1 applicable to Rushing, Inc. are the ones applicable to it, and the terms in Exhibit 1 applicable to Caydon USA San Diego LLC are the ones applicable to Defendant. Moreover, Defendant is referenced in Exhibit 1, but not as a party to the agreement; rather, Defendant is defined in Article I, section 1.01(w) as the 'Owner.' By incorporating the terms of Exhibit 1 into the complaint and incorporating all prior allegations into the Calendar No.: Event ID:  TENTATIVE RULINGS

3106968  23 CASE NUMBER: CASE TITLE:  THE RUSHING COMPANY LLC VS CAYDON SAN DIEGO PROPERTY  37-2022-00030947-CU-BC-CTL third cause of action for quantum meruit, the first and third causes of action are too uncertain to place Defendant on adequate notice of the claims against it. (Leek v. Cooper (2011) 194 Cal.App.4th 399, 415 ['A complaint must set forth the facts with sufficient precision to put the defendant on notice about what the plaintiff is complaining and what remedies are being sought.'].) Without the terms in Exhibit 1, the claims are insufficiently pled. Although Plaintiff need not plead facts with the type of specificity argued by Defendant, simply alleging the contract was to 'perform engineering and other design services' and 'improve real property' in connection with the California Theatre Project, 'in exchange for payment from Caydon of $1,283,392.00,' is not sufficient. (Complaint, § 9.) Were this an oral contract for an exchange of goods, the allegations might suffice, so long as the goods were sufficiently described to tie them to the alleged payment and contracting parties. But Plaintiff alleges a contract for services, and the scope, duration, and nature of the services upon which the contract is founded are not adequately described by the words 'engineering and other design services.' Accordingly, as to the first and third causes of action, the demurrer is sustained with leave to amend.

Defendant also demurs to the second cause of action for foreclosure of mechanic's lien, on the grounds the mechanic's lien was untimely filed. The court disagrees. Neither the face of the complaint nor the exhibits attached to the complaint establish, as a matter of law, the lien was untimely filed. In fact, even if the court had granted Defendant's request for judicial notice, the result would be the same. Defendant's argument and evidence at best raises a factual dispute over whether Plaintiff stopped working either in December 2022 or February 2021, resolution of which is improper on demurrer.

More importantly, establishing that Plaintiff stopped work does not itself trigger the running of the statute of limitations, whether for a direct contractor (which the body of the complaint suggests Plaintiff is) or an indirect contractor (as Exhibit 1 suggests, assuming Plaintiff is synonymous with Rushing, Inc.). Rather, the statute begins to run only after 'completion of the work of improvement' or 'the owner records a notice of completion or cessation.' (Civ. Code, §§ 8412, 8414(b).) A 'work of improvement' is defined by statute to mean 'the entire structure or scheme of improvement as a whole, and includes site improvement.' (Civ. Code, § 8050, subd. (b).) Thus, Defendant effectively asks the court to draw the factual inference that the entire California Theatre Project solely involved Plaintiff, and that it was completed when Plaintiff stopped working. The court declines to draw this inference, particularly in connection with a demurrer, and the cause of action is otherwise sufficiently pled.

Accordingly, as to the second cause of action, the demurrer is overruled.

Plaintiff has 30 days from entry of this order to file and serve an amended complaint.

If the tentative is confirmed, the minute order is the order of the court.

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