Judge: Maurice A. Leiter, Case: 24STCV07546, Date: 2024-07-16 Tentative Ruling

Case Number: 24STCV07546    Hearing Date: July 16, 2024    Dept: 54

Hearing Date: July 16, 2024

Department 54, Judge Maurice Leiter

Demurrer to Complaint

Moving Party: Defendant Carl McGinnis, Jr., administrator of the Estate of Carl M. McGinnis

Responding Party: Plaintiff Shereka Stallworth

T/R:     DEMURRER TO COMPLAINT IS OVERRULED IN ITS ENTIRETY.

DEFENDANTS’ 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 8:00 am on the day of the hearing.

            The Court considers the moving papers, opposition and reply.

BACKGROUND

This is a breach of contract action. Plaintiff Shereka Stallworth, individually and as Successor in Interest for Lajune McGinnis filed a Complaint on March 26, 2024 alleging: (1) breach of contract; (2) breach of promise to make a will; (3) quasi-specific performance of contract to make a will; (4) constructive trust; and (5) equitable estoppel and unjust enrichment against Defendant Carl McGinnis, Jr., Administrator of the Estate of Carl M. McGinnis aka Carl Michael McGinnis, Sr.

Stallworth alleges she filed objections to Defendant’s petition for appointment as Administrator of the Estate of Carl Michael McGinnis, Sr. because she believed there was a new will. (Compl., ¶¶3-6.) She says her mother, Decedent LaJune Beason McGinnis was joint owner of the home at 21311 S. Perry St., Carson, CA 90745 and had a claim against the Estate of Decedent McGinnis, because he promised to leave the assets to Stallworth. She learned after Decedent McGinnis’ death that he did not comply with the terms of the agreement and had not executed an estate plan in her favor. (Id. at ¶41.)

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.)

1.    Statute of Limitations

Defendant demurs to all causes of actions alleged in the Complaint on the ground that Stallworth’s individual claims against Decedent Beason and on behalf of Decedent Beason are time-barred under Code of Civil Procedure §§ 339 and 366.3.

Under Code of Civil Procedure § 339, “An action upon a contract, obligation or liability not founded upon an instrument of writing, except as provided in Section 2725 of the Commercial Code or subdivision 2 of Section 337 of this code,” must be filed within two years. (Code Civ. Proc., § 339.) Generally, a “cause of action for breach of contract accrues at the time of breach, which then starts the limitations period running.” (Martini E Ricci Iamino S.P.A.--Consortile Societa Agricola v. Trinity Fruit Sales Co., Inc. (E.D. Cal. 2014) 30 F.Supp.3d 954, 974.)

Under Code of Civil Procedure § 366.3, subdivision (a), “If a person has a claim that arises from a promise or agreement with a decedent to distribution from an estate or trust or under another instrument, whether the promise or agreement was made orally or in writing, an action to enforce the claim to distribution may be commenced within one year after the date of death, and the limitations period that would have been applicable does not apply.” (Code Civ. Proc., § 366.3(a).) “The limitations period provided in this section for commencement of an action shall not be tolled or extended for any reason except as provided in Sections 12, 12a, and 12b of this code, and former Part 3 (commencing with Section 21300) of Division 11 of the Probate Code, as that part read prior to its repeal by Chapter 174 of the Statutes of 2008.” (Id.)

The Complaint alleges that Decedent McGinnis and Decedent Beason entered into an agreement that their estates would be left to Stallworth. (Compl., ¶20.) In October 2014, Decedent McGinnis and Decedent Beason promised to make a will devising their home to Stallworth based on her commitment to them. (Id. at ¶¶23, 49.) Stallworth relied on these promises and in exchange continued to provide care and companionship to Decedent McGinnis and Decedent Beason. (Id. at ¶¶27, 31, 52.) The Complaint also alleges that Decedent McGinnis reaffirmed his promise by drafting a legal zoom will on October 28, 2020. (Id. at ¶¶31, 51.) After Decedent Beason died on October 9, 2020, Decedent McGinnis continued to reiterate his promise to Stallworth. (Id. at ¶34.)

These allegations would support Defendant’s contention that any claims against Decedent Beason would be time-barred. But Stallworth does not name Decedent Beason or her Estate as defendants in this action. The Complaint also does not allege that Decedent Beason breached an oral agreement; it alleges that Stallworth learned after Decedent McGinnis’ death, on April 6, 2023, that McGinnis did not complete his will and trust. (Compl., ¶41.) Plaintiff’s individual claims are not time-barred. Her claims on behalf of her mother are not time-barred because, as discussed below, she has standing to bring them.

2.    Standing

McGinnis demurs to all causes of actions alleged in the Complaint on the ground that Plaintiff fails to establish standing to assert these claims on behalf of Decedent Beason.

Under Code of Civil Procedure § 377.30, “A cause of action that survives the death of the person entitled to commence an action or proceeding passes to the decedent's successor in interest, subject to Chapter 1 (commencing with Section 7000) of Part 1 of Division 7 of the Probate Code, and an action may be commenced by the decedent's personal representative or, if none, by the decedent's successor in interest.” (Code Civ. Proc., § 377.30.)

“Section 377.32, in turn, requires a ‘person who seeks to commence an action or proceeding or to continue a pending action or proceeding as the decedent's successor in interest’ file a declaration stating, among other things, (1) ‘[n]o proceeding is now pending in California for administration of the decedent's estate,’ (2) the declarant is the decedent's successor in interest, and (3) ‘[n]o other person has a superior right to commence the action or proceeding or to be substituted for the decedent in the pending action or proceeding.’” (Aghaian v. Minassian (2021) 64 Cal.App.5th 603, 614.)

The Complaint alleges that Stallworth sues as successor in interest to Decedent Beason, who died on October 9, 2020. (Compl., ¶9.) Although there is no indication that Decedent Beason died leaving a will, the Complaint also alleges that Decedent McGinnis died on April 6, 2023. (Id. at ¶¶37, 41.) Even if Decedent Beason died intestate, as Defendant argues, Decedent McGinnis cannot be the successor in interest because he is also deceased. There is no indication that Decedent Beason had any other children or siblings, so a reasonable jury could infer that Stallworth is Decedent Beason’s successor in interest.

3.    First Cause of Action for Breach of Contract and Second Cause of Action for Breach of Promise to Make a Will

Defendant demurs to the first and second causes of action on the grounds that Plaintiff’s individual claims fail to state sufficient facts regarding the definite and certain terms of the alleged oral contract.

“Establishing that claim requires a showing of ‘(1) the existence of the contract, (2) plaintiff's performance or excuse for nonperformance, (3) defendant's breach, and (4) the resulting damages to the plaintiff.’” (D’Arrigo Bros. of California v. United Farmworkers of America (2014) 224 Cal.App.4th 790, 800.) “Further, the complaint must indicate on its face whether the contract is written, oral, or implied by conduct.” (Otworth v. Southern Pac. Transportation Co. (1985) 166 Cal.App.3d 452, 458–459.) “To be enforceable, a promise must be definite enough that a court can determine the scope of the duty and the limits of performance must be sufficiently defined to provide a rational basis for the assessment of damages.” (Ladas v. California State Auto. Assn. (1993) 19 Cal.App.4th 761, 770; see also Cal. Prob. Code, § 21700(a)(4) [a contract to make a will can be established by “Clear and convincing evidence of an agreement between the decedent and the claimant or a promise by the decedent to the claimant that is enforceable in equity”].)

“The statutes of this state provide that a person may make a valid agreement in writing binding himself legally to make a particular disposition of his property by will.” (Goldstein v. Hoffman (1963) 213 Cal.App.2d 803, 811.) However, “[a] contract to make a will is breached only if it has not been complied with at the time of the promisor's death. (Id. at 812.)

The Complaint states sufficient facts to support the first and second causes of action. As discussed above, Stallworth alleges that in or about October 2014, Decedent McGinnis and Decedent Beason promised to make a will devising their home and estate to Stallworth based on her commitment to them. (Id. at ¶¶23, 49.) In exchange for this promise she continued to provide care and companionship to Decedent McGinnis and Decedent Beason, including assistance with the home and necessities. (Id. at ¶¶27, 31, 38, 52.) Decedent McGinnis reaffirmed his promise by drafting a legal zoom will on October 28, 2020. (Id. at ¶¶31, 51.) After Decedent Beason died on October 9, 2020, Decedent McGinnis continued to reiterate his promise to Stallworth. (Id. at ¶34.) A reasonable jury could infer these to be definite terms of an oral agreement. Stallworth alleges that Decedent McGinnis breached this agreement at the time of his death. (Id. at ¶¶41, 44-45.)

4.    Third Cause of Action for Quasi-Specific Performance of Contract to Make a Will and Fifth Cause of Action for Equitable Estoppel and Unjust Enrichment

Defendant demurs to the third and fifth causes of action on the grounds that Plaintiff fails to plead detrimental reliance.

“An action of the type involved here has been called one for quasi specific performance of the contract to make a will.” (Ludwicki v. Guerin (1961) 57 Cal.2d 127, 130.) “Since the making of a will cannot be compelled, there can be no specific performance of such a contract in the strict sense, but under certain circumstances equity will give relief equivalent to specific performance by impressing a constructie trust upon the property which decedent had promised to leave to plaintiff.” (Id.)

Even though Civil Code § 1624 “requires that an agreement to make a provision by will be in writing, a party will be estopped from relying on the statute where fraud would result from refusal to enforce an oral contract.” (Day v. Greene (1963) 59 Cal.2d 404, 409-410.) “The doctrine of estoppel has been applied where an unconscionable injury would result from denying enforcement after one party has been induced to make a serious change of position in reliance on the contract or where unjust enrichment would result if a party who has received the benefits of the other's performance were allowed to invoke the statute.” (Id.)

“The elements for a claim of unjust enrichment are ‘receipt of a benefit and unjust retention of the benefit at the expense of another.’ [Citation.] ‘The theory of unjust enrichment requires one who acquires a benefit which may not justly be retained, to return either the thing or its equivalent to the aggrieved party so as not to be unjustly enriched.’ [Citation.]” (Lyles v. Sangadeo-Patel (2014) 225 Cal.App.4th 759, 769.)

Although Defendant contends that the third and fifth causes of action fail because Plaintiff does not allege detrimental reliance on Decedent McGinnis’ promises, detrimental reliance is not the only way to invoke equitable estoppel. Here, the Complaint states sufficient facts to support that Decedent McGinnis was unjustly enriched by Stallworth’s purported assistance, companionship, and financial support. (Compl., ¶¶27, 31, 38, 52.)

5.    Fourth Cause of Action for Constructive Trust

Defendant demurs to the fourth cause of action on the grounds that Plaintiff fails to state a valid claim on which the constructive trust remedy can be predicated.

“A constructive trust is an involuntary equitable trust created by operation of law as a remedy to compel the transfer of property from the person wrongfully holding it to the rightful owner.” (Communist Party v. 522 Valencia, Inc. (1995) 35 Cal.App.4th 980, 990.) “The essence of the theory of constructive trust is to prevent unjust enrichment and to prevent a person from taking advantage of his or her own wrongdoing.” (Id.) However, “a constructive trust may only be imposed where the following three conditions are satisfied: (1) the existence of a res (property or some interest in property); (2) the right of a complaining party to that res; and (3) some wrongful acquisition or detention of the res by another party who is not entitled to it.” (Id.)

As discussed above, the Complaint alleges sufficient facts to support causes of action for unjust enrichment, breach of contract, and breach of promise to make a will.