Judge: Nick A. Dourbetas, Case: 2022-01243056, Date: 2022-10-21 Tentative Ruling

Demurrer to Amended Complaint

Defendants Mohamed Shaaban and Doaa Fathallah’s demurrer to second amended complaint is SUSTAINED with 15 days leave to amend as to the 16th cause of action for civil conspiracy only, and otherwise OVERRULED.

6th, 8th, and 10th causes of action for quiet title:

Moving defendants’ contentions as to these claims assume that a quiet title action can only be brought against a record title holder, but that is not the law. A quiet title action may name as a defendant any party who might assert a claim to title in the property, including alter egos and those claiming an adverse interest. (Eleanor Licensing LLC v. Classic Recreations LLC (2018) 21 Cal.App.5th 599, 617; see Harbour Vista, LLC v. HSBC Mortgage Services Inc. (2011) 201 Cal.App.4th 1496, 1506 [explaining one purpose of 1980 revision of statutory scheme for quiet title actions was to permit the action to proceed against “any or all adverse claimants,” making final quiet title judgment “good against all the world as of the time of the judgment”].) Here, the second amended complaint (SAC) adequately alleges that Shaaban and Fathallah, who are husband and wife, claim ownership of the subject real properties; and that the limited liability company (LLC) defendants that currently hold title to these properties (hereinafter, the LLCs) are Shaaban’s alter egos. (See, e.g., SAC ¶¶ 18, 22, 27-29, 31-32, 48-50, 146-154, 164-168, 173, 182-183, 202, 207, 211, 251, 255-256, 260, 264-265, 270, 273, 276.)

7th, 9th, and 12th causes of action for constructive trust:

Moving defendants argue that these claims fail for the same argument discussed above, i.e., because Shaaban and Fathallah are not the record title holders of the properties. (See Dem. P&As at pp. 10-11.) This argument fails because nothing limits a claim for constructive trust to record title holders of the subject properties. (See Burlesci v. Petersen (1998) 68 Cal.App.4th 1062, 1067.) The SAC adequately alleges Shaaban and Fathallah claim an interest in and ownership to the subject real properties, and that the LLCs are Shaaban’s alter egos (see, e.g., SAC ¶¶ 18, 22, 27-29, 31-32, 48-50, 146-154, 164-168, 173, 182-183, 202, 207, 211, 251, 255-256, 260, 264-265, 270, 273, 276), and more than adequately states a basis for the imposition of a constructive trust. (See, e.g., id. ¶¶ 1-11, 18-19, 21-22, 27-29, 31-32, 41-50.)

11th cause of action for conspiracy to defraud–Berkshire property:

The SAC states facts sufficient to constitute this cause of action. (See Applied Equipment Corp. v. Litton Saudi Arabia Ltd. (1994) 7 Cal.4th 503, 510-511 [conspiracy, generally]; CACI No. 3600 [conspiracy, elements]; Mosier v. Southern California Physicians Insurance Exchange (1998) 63 Cal.App.4th 1022, 1048 [same]; Lazar v. Superior Court (1996) 12 Cal.4th 631, 638, 645 [elements of fraud, specificity]; see also SAC ¶¶ 1-8, 18-19, 21-22, 29, 31-32, 43, 47, 50, 146, 149-154, 194-211, 279-287.)

16th cause of action for civil conspiracy:

This cause of action is uncertain; the allegations of this claim are so vague and ambiguous that a defendant cannot reasonably respond. (See SAC ¶¶ 315-320.) If plaintiffs are attempting to hold a subset of defendants liable for some other set of defendants’ tort(s), then the SAC needs to state this and set forth the facts establishing the elements of conspiracy as to those other claims/tort(s). At this time, it is uncertain as to which of the multiple tort claims that come before this cause of action that it is attempting to attach to, against whom, and on what basis.

17th cause of action for violation of Business and Professions Code section 17200 (UCL):

The SAC states facts sufficient to constitute this cause of action. (See Bus. & Prof. Code §§ 17200, 12704; see also Kwikset Corp. v. Superior Court (2011) 51 Cal.4th 310, 320-322 [elements, standing]; see also SAC ¶¶ 279-287, 321-326.)

Moving defendants shall give notice.