Judge: Peter A. Hernandez, Case: 24STCV27264, Date: 2025-03-06 Tentative Ruling
Case Number: 24STCV27264 Hearing Date: March 6, 2025 Dept: 34
Defendants Alibek Tektigulov and Boranbayeva Akmaral’s
Demurrer to Plaintiffs’ Complaint is SUSTAINED with 30 days leave to amend.
Background
On October 17, 2024, Plaintiffs Manuel Mercado, by and
through his Successor in Interest Sylvia Mercado, and Sylvia Mercado
(“Plaintiffs”) filed a complaint against Defendants Alibek Tektigulov,
Boranbayeva Akmaral, Affordable Moving, and Ricardo Menjivar (“Defendants”)
arising from a vehicle incident that occurred on May 18, 2024, alleging causes
of action for:
1.
Motor Vehicle Negligence; and
2.
General Negligence.
On February
5, 2025, Defendant Affordable Moving filed an answer to Plaintiffs’ complaint.
On February
5, 2025, Defendants Alibek Tektigulov and Boranbayeva Akmaral (“Moving Defendants”) filed
this Demurrer to Plaintiffs’ complaint. On February 19, 2025, Plaintiffs filed
an opposition. On February 25, 2025, Moving Defendants filed a reply.
Legal Standard
“The
party against whom a complaint or cross-complaint has been filed may object, by
demurrer or answer as provided in Section 430.30, to the pleading on any one or
more of” various grounds listed in statute. (Code Civ. Proc., § 430.10.)
When considering demurrers, courts
read the allegations liberally and in context. In a demurrer proceeding, the defects must be apparent
on the face of the pleading or via proper judicial notice. (Donabedian
v. Mercury Ins. Co. (2004) 116 Cal.App.4th 968, 994.) “A demurrer
tests the pleading alone, and not the evidence or facts alleged.” (E-Fab,
Inc. v. Accountants, Inc. Servs. (2007) 153 Cal.App.4th 1308, 1315.)
As such, the court assumes the truth of the complaint’s properly pled or
implied factual allegations. (Ibid.) The only issue a demurrer is
concerned with is whether the complaint, as it stands, states a cause of
action. (Hahn v. Mirda (2007) 147 Cal.App.4th 740, 747.)
Where
a demurrer is sustained, leave to amend must be allowed where there is a
reasonable possibility of successful amendment. (Goodman v. Kennedy
(1976) 18 Cal.3d 335, 348.) The burden is on the plaintiff to show the court
that a pleading can be amended successfully. (Id.; Lewis v. YouTube, LLC
(2015) 244 Cal.App.4th 118, 226.) However, “[i]f there is any reasonable
possibility that the plaintiff can state a good cause of action, it is error to
sustain a demurrer without leave to amend.” (Youngman v. Nevada Irrigation
Dist. (1969) 70 Cal.2d 240, 245).
Discussion
Moving Defendants demur to Plaintiffs’
complaint arguing that members of a limited
liability company are generally shielded from personal liability for the
company’s debts and obligations, including those arising from torts, under
California Corporations Code section 17703.04. (Demurrer, at pp. 3-4.) Moving
Defendants contend that Plaintiffs’ complaint is entirely devoid of allegations
demonstrating that Moving Defendants as members of entity Defendant Affordable
Moving, a limited liability company, are personally liable for the claims
brought in the complaint. (Ibid.)
In
opposition, Plaintiffs argue that Defendant Affordable Moving was not an active
limited liability company in California at the time the incident at issue here
occurred. (Opp., at p. 3.) As such, Moving Defendants do not have the
protections a limited liability company would provide to its members, making
them personally liable for Plaintiff’s claims. (Ibid.)
To plead alter ego, there must be
factual allegations that would establish a unity of interest, such as
commingling of funds and other assets, the holding out of the entities as
liable for the debts of the principal, use of the same offices and employees,
use of one another as a mere shell or conduit for the affairs of the other,
inadequate capitalization and failure to adhere to corporate formalities. (Automotriz
Del Golfo De California SA de CV v. Resnicke (1957) 47 Cal.2d 792, 796; Sonora
Diamond Corp. v. Sup. Ct (2000) 83 Cal.App.4th 523, 538.) A plaintiff must
also allege an unjust result if the corporation is treated as the sole actor. (Leek
v. Cooper (2011) 194 Cal.App.4th 399, 415.) A plaintiff need only allege
ultimate facts to plead alter ego and survive demurrer. (Rutherford
Holdings, LLC v. Plaza Del Rey (2014) 223 Cal.App.4th 221, 236.)
Additionally, “less particularity . . . is required where the defendant may be
assumed to possess knowledge of the facts at least equal, if not superior, to
that possessed by the plaintiff.” (Id., at 236.)
Here, Plaintiffs insufficiently
alleged alter ego liability as to Moving Defendants. Plaintiffs’ opposition
provides no authority in support of their argument that a suspended limited
liability company automatically exposes its members to personal liability for
claims brought against the entity. Plaintiff also fails to provide authority to
support their contention that Moving Defendants are personally liable for
Plaintiffs’ claims solely because of their capacity as a vehicle owner and insurance
holder for the vehicle, when they are also members of a limited liability
company who has control over such assets. Nevertheless, the court finds that
these deficiencies can be remedied by leave to amend. (Goodman, supra, 18
Cal.3d 348.)
As such, the court sustains Moving
Defendants’ demurrer with leave to amend.
Conclusion
Defendants Alibek Tektigulov and Boranbayeva Akmaral’s Demurrer to
Plaintiffs’ Complaint is SUSTAINED with 30 days leave to amend.