Judge: Maurice A. Leiter, Case: 23STCV20055, Date: 2023-12-11 Tentative Ruling

Case Number: 23STCV20055    Hearing Date: December 11, 2023    Dept: 54

Hearing Date: December 11, 2023

Department 54, Judge Maurice A. Leiter

Demurrer to Cross-Complaint

Moving Party: Cross-Defendant PG Imtech of California

Responding Party: Cross-Complainants Kathleen M. Saylor and Patricia A. Marrero

T/R:     CROSS-DEFENDANT’S DEMURRER IS OVERRULED.

CROSS-DEFENDANT TO FILE AND SERVE AN ANSWER TO THE CROSS-COMPLAINT WITHIN 30 DAYS OF NOTICE OF RULING.

CROSS-DEFENDANT TO NOTICE. 

If the parties wish to submit on the tentative, please email the courtroom at SMCdept54@lacourt.org with notice to opposing counsel (or self-represented party) before 8:30 am on the day of the hearing. 

The Court considers the moving papers, opposition, and reply.

BACKGROUND

On August 22, 2023, Plaintiff PG Imtech of California, LLC sued Defendants Kathleen M. Saylor and Patricia A. Marrero, asserting causes of action for (1) specific performance; and (2) breach of written contract. Plaintiff, a commercial tenant of Defendants, alleges it exercised an option in the lease to purchase the property from Defendants. Plaintiff alleges the parties could not agree on a sales price and Plaintiff seeks specific performance to purchase the property at the appraisal value Plaintiff obtained.

On October 2, 2023, Saylor and Marrero filed a cross-complaint against PG Imtech for declaratory relief regarding interpretation of the appraisal provision in the option to purchase in the lease.

ANALYSIS

A demurrer to a complaint may be taken to the whole complaint or to any of the causes of action in it.  (CCP § 430.50(a).)  A demurrer challenges only the legal sufficiency of the complaint, not the truth of its factual allegations or the plaintiff's ability to prove those allegations.  (Picton v. Anderson Union High Sch. Dist. (1996) 50 Cal. App. 4th 726, 732.)  The court must treat as true the complaint's material factual allegations, but not contentions, deductions or conclusions of fact or law.  (Id. at 732–33.)  The complaint is to be construed liberally to determine whether a cause of action has been stated.  (Id. at 733.)

Plaintiff demurs to the cross-complaint on the grounds that it is uncertain and fails to state a cause of action.

Plaintiff asserts the cross-complaint is uncertain because it fails to specify or attach the subject agreement. The parties do not dispute that the lease agreement is the subject of the complaint and cross-complaint. The demurrer cannot be sustained on this basis.

Plaintiff argues that the cross-complaint fails to state sufficient facts because its interpretation of the appraisal provision in the option agreement is incorrect. The provision at issue states, “If Lessee exercises this option to purchase, the purchase price to be paid by Lessee shall be the fair market value of the Premises (‘FMV’).” The parties dispute the proper method for determining the fair market value. The Court does not see how this issue could be resolved on demurrer; Plaintiff does not provide authority stating its interpretation is the correct one as a matter of law.

The demurrer is OVERRULED.