Judge: Nathan Vu, Case: 2019-01088204, Date: 2022-10-03 Tentative Ruling

Demurrer

Defendants Millcreek Farming Associates, LLC’s; GLE-Reservoir Almond Ranch One, LLC’s; GLE-Cashman Almond Ranch One, LLC’s; Stueve Bros. Farms, LLC’s; SBH Partners, GP’s; Stueve Bros. Farms of Delano, LLC’s; EHE Family Foundation’s; SBI Partners, GP’s; Jacqueline Ann Arthur’s; and David John Stueve’s demurrer to the First Amended Complaint is OVERRULED in its entirety.

Defendants Millcreek Farming Associates, LLC; GLE-Reservoir Almond Ranch One, LLC; GLE-Cashman Almond Ranch One, LLC; Stueve Bros. Farms, LLC; SBH Partners, GP; Stueve Bros. Farms of Delano, LLC; EHE Family Foundation; SBI Partners, GP; Jacqueline Ann Arthur; and David John Stueve (collectively, Defendants) demur to the 6th, 7th, 8th, 9th, and 10th causes of action in the First Amended Complaint (FAC) of Plaintiff George Cooper.

Meet and Confer

Civil Procedure Code section 430.41(a)(2) requires that “[t]he parties shall meet and confer at least five days before the date the responsive pleading is due. If the parties are not able to meet and confer at least five days prior to the date the responsive pleading is due, the demurring party shall be granted an automatic 30-day extension of time within which to file a responsive pleading . . . .” (Civil Proc. Code, § 430.41, subd. (a)(2).) In this case, Defendants did not meet and confer until one day before the extended response deadline and did not meet and confer at all on the 10th cause of action.

Failing to meet and confer is not grounds to overrule or sustain a demurrer. (See Civil Proc. Code, § 430.41, subd. (a)(4).) Nevertheless, “[i]f, upon review of a declaration under section 430.41, subdivision (a)(3), a court learns no meet and confer has taken place, or concludes further conferences between counsel would likely be productive, it retains discretion to order counsel to meaningfully discuss the pleadings with an eye toward reducing the number of issues or eliminating the need for a demurrer, and to continue the hearing date to facilitate that effort.” (Dumas v. Los Angeles County Board of Supervisors (2020) 45 Cal.App.5th 348, 356, fn. 3.)

Here, the court will exercise its discretion to consider the demurrer despite the failure to properly meet and confer. The matter is fully briefed and the court is able to rule on the issues presented in the demurrer.

Standards for Demurrer

In ruling on a demurrer, a court must accept as true all allegations of fact contained in the complaint. (Blank v. Kirwan (1985) 39 Cal.3d 311, 318.) A demurrer challenges only the legal sufficiency of the affected pleading, not the truth of the factual allegations in the pleading or the pleader’s ability to prove those allegations. (Cundiff v. GTE Cal., Inc. (2002) 101 Cal.App.4th 1395, 1404-05.)

Questions of fact cannot be decided on demurrer. (Berryman v. Merit Prop. Mgmt., Inc. (2007) 152 Cal.App.4th 1544, 1556.) Because a demurrer tests only the sufficiency of the complaint, a court will not consider facts that have not been alleged in the complaint unless they may be reasonably inferred from the matters alleged or are proper subjects of judicial notice. (Hall v. Great W. Bank (1991) 231 Cal.App.3d 713, 718 fn.7.)

Although courts should take a liberal view of inartfully drawn complaints, (see Civil Proc. Code, § 452), it remains essential that a complaint set forth the actionable facts relied upon with sufficient precision to inform the defendant of what plaintiff is complaining, and what remedies are being sought, (Leek v. Cooper (2011) 194 Cal.App.4th 399, 413). Bare conclusions of law devoid of any facts are insufficient to withstand demurrer. (Schmid v. City and County of San Francisco (2021) 60 Cal.App.5th 470, 481; see Civil Proc. Code, § 425.10, subd. (a).)

Some Causes of Action Not Asserted Against Certain Defendants

All of the Defendants demur to 6th, 7th, 8th, 9th, and 10th causes of action of the FAC. However, these claims are not asserted against all the Defendants. For example, the 6th, 7th, 8th, and 9th causes of action are not asserted against Defendants Stueve Bros. Farms, LLC; SBH Partners, GP; Stueve Bros. Farms of Delano, LLC; EHE Family Foundation; SBI Partners, GP; Jacqueline Ann Arthur; or David John Stueve. To the extent any defendant demurs as to claim not asserted against that defendant, the court overrules the demurrer.

6th Cause of Action (Elder Abuse)

The Sixth Cause of Action alleges that Defendants Millcreek Farming Associates, LLC (Millcreek); GLE-Reservoir Almond Ranch One, LLC (RARO); GLE-Cashman Almond Ranch One, LLC (CARO); and Michael Meyer (Meyer) appropriated Plaintiff’s promised interest in Millcreek, RARO, and CARO. (FAC, ¶ 85.)

The elements of a cause of action for financial elder abuse are: (i) defendant took/retained plaintiff’s property; (ii) plaintiff was 65 years or older at the time of the conduct; (iii) defendant took/retained plaintiff’s property for a wrongful use/with the intent to defraud/by undue influence; (iv) plaintiff was harmed; (v) defendant’s conduct was a substantial factor in causing the harm. (See Welfare & Inst. Code, § 15610.30(a); CACI 3100.)

Here, the FAC alleges facts to support each element. Specifically, the FAC alleges that Plaintiff is over 65 years old. (FAC ¶ 86.) The FAC also alleges the Moving Defendants Millcreek, RARO, and CARO retained and/or assisting in retaining Plaintiff’s promised interest in those entities with the intent to defraud Plaintiff of his promised interest and that as a result, Plaintiff was harmed. (FAC, ¶¶ 87-88.)

7th Cause of Action (Unfair Competition)

The Seventh Cause of Action alleges that Millcreek breached the Consultant Agreement and First Amendment to the Agreement, and that Meyer, as the manager of Millcreek, RARO, and CARO, falsely promised that Plaintiff would receive an ownership interest in Millcreek, RARO, and CARO, as well as loan fees, compensation, real estate commissions, and other monies. (FAC, ¶¶ 7 & 92.)        

Business & Professions Code Section 17200 prohibits “any unlawful, unfair or fraudulent business act or practice and unfair, deceptive, untrue or misleading advertising.” Under the unlawful prong, a violation of law may be actionable as unfair competition under Section 17200. (Lueras v. BAC Home Loans Servicing, LP (2013) 221 Cal.App.4th 49, 81.)

In addition, the plaintiff must allege injury in fact and loss of money or property suffered as a result of the unfair business practices. (Bus. & Prof. Code § 17204; R & B Auto Ctr. v. Farmers Group, Inc. (2006) 140 Cal.App.4th 327, 360.) Injury in fact is “an invasion of a legally protected interest which is (a) concrete and particularized, [citations]; and (b) ‘actual or imminent, not ‘conjectural’ or ‘hypothetical.’” (Kwikset Corp. v. Super. Ct. (2011) 51 Cal.4th 310, 322, internal quotations omitted.) With respect to lost money, one must “demonstrate some form of economic injury.” (Id. at p. 323.) Summarizing these requirements, the California Supreme Court has determined that for UCL standing, a plaintiff “must (1) establish a loss or deprivation of money . . . sufficient to qualify as injury in fact, i.e., economic injury, and (2) show that that economic injury was the result of, i.e., caused by, the unfair business practice ....” (Id., at p. 322.)

In this case, the FAC includes the required predicate unlawful conduct. The FAC alleges that Millcreek violated the Consultant Agreement and First Amendment to the Agreement, and that Meyer (acting as the manager for Millcreek, RARO, and CARO) falsely promised that Plaintiff would receive compensation that Plaintiff never received. (FAC, ¶ 92.) The FAC also alleged violations of the elder abuse statutes. Finally, the FAC contains allegations showing that Plaintiff has standing, as Plaintiff suffered injury in fact and loss of property as a result. (See FAC, ¶ 88.)

Eighth Cause of Action (Interference with Contract)

The Eighth Cause of Action alleges that Defendants Millcreek, RARO, and CARO intentionally interfered with Plaintiff’s other contractual relationships by “imploring that [Plaintiff] exclusively work to benefit the [Stueve Defendants]”. (FAC, ¶¶ 96-97.)   

The elements of a claim for intentional interference with contract are: (i) existence of a valid contract; (ii) defendant’s knowledge of the contact and intent to induce its breach; (iii) breach of contract by the other contracting party; (iv) causation; and (v) damages. (Ixchel Pharma, LLC v. Biogen (2020) 9 Cal. 5th 1130, 1141.)

Here, the FAC alleges that Plaintiff had existing contractual relationships with third parties; that Defendants Millcreek, RARO, and CARO – knowing of those relationships – implored Plaintiff to work exclusively to benefit Defendants Jacqueline Ann Arthur and David John Stueve (collectively, Stueve Defendants); and as a result, Plaintiff worked exclusively for the Defendants and suffered damages. (FAC, ¶¶ 96-99.)

9th Cause of Action (Interference with Economic Advantage)

The Ninth Cause of Action alleges that Defendants Millcreek, RARO, and CARO intentionally interfered with Plaintiff’s other economic relationships. (FAC, ¶¶ 102-105.)

The elements of interference with prospective economic advantage are: (i) economic relationship between plaintiff and a third person containing probability of future economic benefit to plaintiff; (ii) defendant’s knowledge of the existence of the relationship; (iii) intentional acts by defendant designed to disrupt the relationship; (iv) actual disruption of the relationship; and (v) damages proximately caused by the acts of defendant. (Amid v. Hawthorne Community Medical Group, Inc. (1989) 212 Cal.App.3d 1383.)

In this case, the FAC alleges that Plaintiff had economic relationships with third parties such as Walker Development Company, Zuckerman Building Company, and TBI Redford. (FAC, ¶¶ 102 & 105). The FAC also plead that Defendants Millcreek, RARO, and CARO – knowing of those relationships –

implored Plaintiff to work exclusively to benefit the Stueve Defendants. (FAC, ¶¶ 103-104). The FAC alleges that Plaintiff worked exclusively for the Defendants and suffered damages as a result. (FAC, ¶¶ 105-106).

10th Cause of Action (Quantum Meruit)

The Tenth Cause of Action alleges that the Defendants requested Plaintiff to perform services for the benefit of the Stueve Defendants and their entities, but have not paid Plaintiff for those services.

“The statute of limitations for quantum meruit claims is two years.” (Vishva Dev, M.D., Inc. v. Blue Shield of California Life & Health Ins. Co. (2016) 2 Cal.App.5th 1218, 1223; see also Civil Proc. Code, § 339.)

Defendants contend this claim is barred by the statute of limitations, as Plaintiff’s services were terminated on 06/19/2015. In so arguing, Defendants rely on facts outside the four corners of the complaint, which may not be considered for purposes of this demurrer. (See Lambert v. Carneghi (2008) 158 Cal.App.4th 1120, 1126.)

Uncertainty

Defendants also demur to the FAC as uncertain.

“A demurrer for uncertainty is strictly construed, even where a complaint is in some respects uncertain, because ambiguities can be clarified under modern discovery procedures.” (Khoury v. Maly’s of California, Inc. (1993) 14 Cal App.4th 612, 616.) Demurrers for uncertainty “are granted only if the pleading is so incomprehensible that a defendant cannot reasonably respond.” (Lickiss v. Fin. Indus. Regulatory Auth. (2012) 208 Cal.App.4th 1125, 1135.) “[A] demurrer for uncertainty will not be sustained where the facts claimed to be uncertain or ambiguous are presumptively within the knowledge of the demurring party.” (Ching (Yee) v. Dy Foon (1956) 143 Cal.App.2d 129, 136.)

Here, no cause of action is so incomprehensible that the Defendants cannot reasonably respond.

Plaintiff shall give notice of this ruling.