Judge: Peter A. Hernandez, Case: 25STCV01682, Date: 2025-03-21 Tentative Ruling

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Case Number: 25STCV01682    Hearing Date: March 21, 2025    Dept: 34

Defendant Toyota Motor North America, Inc.’s Demurrer to Plaintiff’s Complaint is OVERRULED.

Background

            On January 22, 2025, Plaintiff ZL Technologies, Inc. (“Plaintiff”) filed a complaint against Defendant Toyota Motor North America, Inc. (“Defendant”), erroneously sued as Toyota Motor Sales, U.S.A., Inc., arising from a business contract between the parties alleging causes of action for:

1.                 Breach of Contract; and

2.                 Action for Reasonable Value of Goods.

On February 21, 2025, Defendant filed a cross-complaint and this Demurrer to Plaintiff’s complaint. On March 7, 2025, Plaintiff filed an opposition. On March 12, 2025, Defendant 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

Defendant Toyota Motor North America, Inc. (“Defendant”) demurs to the second cause of action for reasonable value of goods in Plaintiff’s complaint. (Demurrer, at pp. 4-5.) Defendant argues that the claim fails on the facts alleged as Plaintiff cannot seek an equitable remedy when Plaintiff also alleges that an actual contract exists. (Ibid.) Additionally, Defendant argues that the second cause of action is duplicative of Plaintiff’s first cause of action for breach of contract. (Ibid.)

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. It makes no difference in such a case that the proof shows the original transaction to be an express contract, a contract implied in fact, or a quasi-contract." (Citation.)” (Kawasho Internat., U.S.A. Inc. v. Lakewood Pipe Service, Inc.¿(1983) 152 Cal.App.3d 785, 793.) The common count is demurrable if another specific cause of action, based on the same facts, is demurrable. (Berryman v. Merit Property Management, Inc.¿(2007) 152 Cal.App.4th 1544, 1560.) Here, the underlying breach of contract claim is sufficiently pled as evidenced by Defendant not demurring against it.

Moreover, Plaintiff is not “precluded by law from alleging in one cause of action for the breach of a contract and an inconsistent theory of recovery in another cause of action,” as the inconsistency is not fatal to the claims at the pleading stage. (Rader Co. v. Stone¿(1986) 178 Cal.App.3d 10, 29.) As such, Plaintiff can allege alternative and inconsistent counts as it did here. The court does not find that Plaintiff’s second cause of action fails simply because Plaintiff also alleged a breach of contract claim nor is it duplicative of the first cause of action.

            The demurrer is overruled.

Conclusion

Defendant Toyota Motor North America, Inc.’s Demurrer to Plaintiff’s Complaint is OVERRULED.