Judge: Michael Shultz, Case: 21CMCV00138, Date: 2023-08-03 Tentative Ruling
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Case Number: 21CMCV00138 Hearing Date: September 26, 2023 Dept: A
21CMCV00138 Joel K. Briley v. Rocket Minjizzle
[TENTATIVE] ORDER DENYING MOTION FOR JUDGMENT ON THE PLEADING BY DEFENDANT
The first amended complaint (“FAC”) alleges that the parties formed a trucking company, Rocket’s Resolutions Trucking, LLC, (the “LLC”) to provide delivery services to third parties. To that end, the LLC bought a 2016 Peterbilt tractor truck (“the truck”). Plaintiff alleges Defendant dissolved the Company and transferred title to the truck to herself without Plaintiff’s consent. Plaintiff alleges claims for breach of contract, fraud, conversion, claim and delivery, breach of fiduciary duty, accounting, unjust enrichment, and common counts.
Defendant argues that all causes of action are defective and leave to amend should not be granted. Instead of filing an opposition, Plaintiff requests 180 days to file a written response since he is now self-represented and does not know how to prepare a response.
A party can move for judgment on the pleadings on grounds the complaint does not state facts sufficient to constitute a cause of action against that defendant. (Code Civ. Proc., § 438 subd. (c)(B)). A motion for judgment on the pleadings performs the same function as a general demurrer and attacks only defects disclosed on the face of the pleadings or by matters subject to judicial notice. (Burnett v. Chimney Sweep (2004) 123 Cal.App.4th 1057, 1064). For the purposes of this motion, all properly alleged material facts are deemed true. (Fire Ins. Exchange v. Superior Court (2004) 116 Cal.App.4th 446, 452.)
Plaintiff filed a Judicial Council form complaint while he was self-represented. The Hon. Thomas D. Long granted Defendant’s motion for judgment on the pleading with leave to amend. Plaintiff retained counsel, who filed a first amended complaint in pleading form with facts to support each cause of action. All causes of action are adequately supported by the alleged facts. Accordingly, Plaintiff’s request for additional time to file an opposition is denied as moot.
The elements of a claim for breach of contract are (1) the existence of a valid and existing contract between the parties, (2) plaintiff’s performance or excuse for non-performance, (3) defendant’s breach; and (4) resulting damage. (Richman v. Hartley (2014) 224 Cal.App.4th 1182, 1186.) A written contract may be pleaded either by its terms, set out verbatim in the complaint, or Plaintiff may attach a copy of the contract the complaint and incorporate it by reference. (Heritage Pacific Financial, LLC v. Monroy (2013) 215 Cal.App.4th 972, 993.) Plaintiff may also allege the contract by its legal effect by alleging the substance of its relevant terms. Id. at 993.
The contract claim is adequately alleged. Plaintiff sets forth the material terms of the agreement to form a partnership named Rocket’s Resolutions Trucking, LLC, with each party holding equal shares. (FAC ¶ 4.) The parties agreed to purchase a truck on behalf of the LLC, contract with a third party who needed trucking services, and split the profits. (FAC ¶ 5-6, 13-15.) Pursuant to the agreement, the parties purchased a truck on behalf of the LLC with Plaintiff making payments toward the purchase of the truck. Plaintiff subsequently contracted with a third party and drove the truck in February and March of 2021. (FAC ¶¶6-8, 10). Defendant breached the contract by dissolving the LLC without notice to Plaintiff and took title to the truck in her own name. (FAC ¶¶ 17.)
A claim for fraud requires facts to support the following elements: (1) a misrepresentation, (2) made with knowledge of its falsity, (3) Defendant intended to defraud Plaintiff, i.e., induce Plaintiff’s reliance, (4) Plaintiff justifiably relied on the misrepresentation, (5) causing damage. (Nagy v. Nagy (1989) 210 Cal.App.3d 1262, 1268. Fraud claims are subject to strict requirements of particularity in pleading. (Id.) The particularity requirements necessitate pleading facts showing “how, when, where, to whom, and by what means the representations were tendered." (Stansfield v. Starkey (1990) 220 Cal.App.3d 59, 73.) The requirement “applies not only to the alleged misrepresentation, but also to the elements of causation and damage." (Moncada v. West Coast Quartz Corp. (2013) 221 Cal.App.4th 768, 776.)
Plaintiff alleges that Defendant made a knowingly false representation stating Defendant “honor the parties’ agreement” which was purportedly made on January 1, 2021, when the parties entered into the partnership agreement. (FAC ¶ 13, 20.) The FAC, read as a whole, supports all elements with specificity. (FAC ¶¶ 21-24.)
To prevail on a claim for conversion, Plaintiff must establish his ownership interest at the time of the conversion and Defendant’s wrongful act or dispossession of Plaintiff’s property rights, in a manner inconsistent with those rights. (Moore v. Regents of University of California (1990) 51 Cal.3d 120, 136.)
Plaintiff alleges he had a 50 percent interest in the LLC which owned the truck. (FAC ¶ 5.) Defendant allegedly acted wrongfully by changing title to the truck without Plaintiff’s consent. (FAC ¶ 27-28.)
A claim for breach of fiduciary duty requires facts to show the existence of a fiduciary relationship, breach of that duty, causation and damages caused by the breach. (Mosier v. Southern California Physicians Ins. Exchange (1998) 63 Cal.App.4th 1022, 1044.)
Contrary to Defendant’s arguments, Plaintiff is not required to allege who was the manager of the LLC, nor is the operating agreement required to be alleged or attached to the complaint. There is no authority for Defendant’s claim that Plaintiff must allege what payments he made toward the truck. Plaintiff alleges the parties agreed to form an LLC with each party holding equal shares. (FAC ¶ 4.) Business partners and joint adventures are typically recognized as fiduciary relationships in the commercial context. (Wolf v. Superior Court (2003) 107 Cal.App.4th 25, 30.)
A claim for accounting requires a showing that a relationship exists between the plaintiff and defendant that requires an accounting, and that some balance is due the plaintiff that can only be ascertained by an accounting [citations omitted].” (Teselle v. McLoughlin (2009) 173 Cal.App.4th 156, 179). The right to an accounting can arise from the possession by the defendant of money or property which, because of the defendant's relationship with the plaintiff, the defendant is obliged to surrender. (Id.) The allegations support the claim.
Unjust enrichment is not a cause of action but is an equitable principle that underlies “various legal doctrines and remedies.” (County of San Bernardino v. Walsh (2007) 158 Cal.App.4th 533, 542.) The elements for a claim of unjust enrichment are the receipt of a benefit and unjust retention of the benefit at the expense of another.” (Lectrodryer v. Seoulbank (2000) 77 Cal.App.4th 723, 726.) “Benefit” means any type of advantage. (First Nationwide Savings v. Perry (1992) 11 Cal.App.4th 1657, 1662.)
The inclusion of this claim does not render the FAC defective. The allegations previously discussed adequately support it.
A common count is properly asserted “whenever the plaintiff claims a sum of money due, either as an indebtedness in a sum certain, or for the reasonable value of services, goods, etc., furnished. (Kawasho Internat., U.S.A. Inc. v. Lakewood Pipe Service, Inc. (1983) 152 Cal.App.3d 785, 793.) Defendant does not cite any authority for the proposition that Plaintiff must allege the amount due with certainty. Plaintiff has alleged a claim for accounting, which is asserted whenever the amount due cannot be stated with certainty without an accounting.
Based on the foregoing, Defendant’s motion for judgment on the pleading is DENIED.