Judge: Michael J. Strickroth, Case: 2022-01262810, Date: 2023-08-14 Tentative Ruling

Motion for Leave to File Amended Complaint

Plaintiff Nogin Commerce, Inc. fka Banded Online, Inc. Motion for Leave to File First Amended Complaint is GRANTED.

Code of Civil Procedure section 473, subdivision (b), states in part, “The court may likewise, in its discretion, after notice to the adverse party, allow, upon any terms as may be just, an amendment to any pleading or proceeding in other particulars; and may upon like terms allow an answer to be made after the time limited by this code.” Code of Civil Procedure section 576 states, “Any judge, at any time before or after commencement of trial, in the furtherance of justice, and upon such terms as may be proper, may allow the amendment of any pleading or pretrial conference order.”

California Rules of Court, Rule 3.1324 states in part:

“(a) Contents of motion

A motion to amend a pleading before trial must:

(1) Include a copy of the proposed amendment or amended pleading, which must be serially numbered to differentiate it from previous pleadings or amendments;

(2) State what allegations in the previous pleading are proposed to be deleted, if any, and where, by page, paragraph, and line number, the deleted allegations are located; and

(3) State what allegations are proposed to be added to the previous pleading, if any, and where, by page, paragraph, and line number, the additional allegations are located.

(b) Supporting declaration

A separate declaration must accompany the motion and must specify:

(1) The effect of the amendment;

(2) Why the amendment is necessary and proper;

(3) When the facts giving rise to the amended allegations were discovered; and

(4) The reasons why the request for amendment was not made earlier.”

The declaration of counsel Todd A. Boock complies with the requirements of CRC Rule 3.1324(b).

Plaintiff seeks to amend the Complaint to remove the cause of action for “Injunctive Relief” and add causes of action for (1) Breach of Contract (against Flight); (2) Breach of Oral Contract (against Landlord Defendants); (3) Breach of the Implied Covenant of Good Faith and Fair Dealing (against Landlord Defendants); (4) Fraud/Intentional Misrepresentation (against Landlord Defendants); (5) Negligent Misrepresentation (against Landlord Defendants); (6) Fraudulent Inducement to Contract (against Landlord Defendants); (7) Intentional Interference With Contractual Relations (against LPC and Incipio); (8) Negligent Interference With Contractual Relations (against LPC and Incipio); and (9) Violations of Business & Professions Code section 17200, et seq. (against Landlord Defendants).

The original Complaint is based primarily on Landlord Defendants’ deceptive marketing and inducements for Plaintiff to lease the premises at issue. Plaintiff solely alleged claims for Declaratory Relief as to the rights and duties of the parties, and Injunctive Relief, to prevent Landlord Defendants, at the behest of Incipio, from installing roller shade or similar items that would obfuscate Plaintiff’s views and unfettered access to natural light.

The proposed amendments are premised on events that occurred subsequent to the original filing on June 2, 2022. The effect of the proposed amendments is to address the Landlord Defendants and Incipio’s conduct and provide related relief to Plaintiff. In particular, the proposed FAC addresses Landlord Defendants’ unilateral decision to obstruct Plaintiff’s views and access to natural light with frosted glass, which they installed at the behest of Incipio after the original Complaint was filed.

Additionally, Plaintiff alleges that in November 2022, outside of this lawsuit, the Landlord Defendants unlawfully served a Notice of Default and Notice to Pay Rent or Quit on Plaintiff, wrongly claiming Plaintiff had breached the relevant lease and owed approximately $270,000.   

Plaintiff is ordered to file and serve the proposed First Amended Complaint within 10 days.

Moving party to give notice.  

Case Management Conference

Order to Show Cause re:  Failure to Comply with CRC 3.110

Order to Show Cause re:  Sanctions for Failure to File Case Management Statement

Should the parties submit on the tentative, which becomes the order of the court, the Case Management Conference and Orders to Show Cause are continued to 03/25/2024 at 8:30 AM in Department C15.  Should the parties not submit on the tentative, the parties are required to attend the Case Management Conference and Orders to Show Cause, either remotely or in person.