Judge Randolph M. Hammock, Case Number: 24STCV00044, Date: 2024-06-21 Tentative Ruling

RESPONDING PARTY(S): Plaintiffs The Most Worshipful Sons of Light Grand Lodge Ancient Free and Accepted Masons Jurisdiction of California, Inc.; Queen Adah Grand Chapter, Order of Eastern Star, Inc.

Plaintiffs The Most Worshipful Sons of Light Grand Lodge Ancient Free and Accepted Masons Jurisdiction of California, Inc. (“Sons of Light”) and Queen Adah Grand Chapter, Order of Eastern Star, Inc. (“Queen Adah”), seek injunctive relief against Defendants Will Yancy and Lavon White. Plaintiffs allege Defendants—former members of the Plaintiff corporations—continue to hold themselves out to the public as members.

A demurrer for sufficiency tests whether the complaint states a cause of action. (Hahn v. Mirda (2007) 147 Cal. App. 4th 740, 747.) When considering demurrers, courts read the allegations liberally and in context. (Taylor v. City of Los Angeles Dept. of Water and Power (2006) 144 Cal. App. 4th 1216, 1228.) In a demurrer proceeding, the defects must be apparent on the face of the pleading or by proper judicial notice. (CCP § 430.30(a).) A demurrer tests the pleadings alone and not the evidence or other extrinsic matters. (SKF Farms v. Superior Court (1984) 153 Cal. App. 3d 902, 905.) Therefore, it lies only where the defects appear on the face of the pleading or are judicially noticed. (Id.) The only issue involved in a demurrer hearing is whether the complaint, as it stands, unconnected with extraneous matters, states a cause of action. (Hahn, 147 Cal.App.4th at 747.)

This action involves a dispute over the leadership of two California corporations, Plaintiffs Sons of Light and Queen Adah. Plaintiffs allege that non-party Omar Scaife is the “duly elected Grand Master (CEO) of the Plaintiff Corporations.” (Compl. ¶¶ 1, 3.) Plaintiff corporations allege that Defendants Yancy and White are “former members” of the corporations. (Id. ¶ 1.)

On November 16, 2023, Plaintiffs allege the head of the Masonic Congress “unilaterally stated that Omar Scaife was no longer CEO of Plaintiffs,” which “caused confusion within the Plaintiffs organizations, in that members believed that, without corporate formality in following bylaws for needed votes to elect a new CEO via annual meeting, Omar Scaife was no longer CEO.” (Id. ¶¶ 4, 5.) The next day, “there was a board resolution of Plaintiffs to withdraw affiliation with Masonic Congress.” (Id. ¶ 6.)

Following withdrawal from the Masonic Congress, Defendants Yancy and White “believed that they”—and not Scaife—were “the rightful CEOs of Sons of Light and Queen Adah respectively.” (Id. ¶ 6.) On November 24, 2023, Scaife—acting as CEO—removed Yancy and White as members of the corporations, under his “authority to discipline members who are not acting in the best interest of the Plaintiffs.” (Id.)

“However, despite such removals, both [Defendants Yancy and White] continue to act on behalf of the corporations, in sending letters to members with official letterhead, conduct meetings on behalf of the corporations, conduct corporate business in corporate owned and leased properties, utilize corporate bank accounts and alter statement of information details with the California Secretary of State to list themselves as Chief Executive Officer in error. As such, the defendants have knowingly and intentionally used corporate benefits when they have been suspended and are no longer members of the Plaintiffs.” (Id. ¶ 6.)

On these facts, Plaintiffs assert a single cause of action for injunctive relief. Plaintiffs reference California Business and Professions Code section 17203, which they allege “specifically allows for injunctions to prevent unfair business practices and fraudulent business practices.” (Id. ¶ 1.)

As the court noted when addressing Plaintiffs’ earlier motion for a preliminary injunction, “[i]njunctive relief is a remedy, not a cause of action.” (City of South Pasadena v. Department of Transportation (1994) 29 Cal.App.4th 1280, 1293; See D’s RJN, Exh. 1, p. 3.) When characterizing a complaint or cross-complaint, it is policy to “emphasiz[e] substance over form” (Ameron Internat. Corp. v. Insurance Co. of State of Pennsylvania (2010) 50 Cal.4th 1370, 1386.) Consistent with the prior ruling, the court construes the Complaint as seeking injunctive relief “based [on] a claim for unfair or fraudulent business practices.” (RJN, Exh. 1, p. 3.)

First, Defendants argue Plaintiffs lack standing to bring this action because the action was not approved by Plaintiffs’ officers or board of directors. Defendants contend they have “submitted evidence” that Plaintiffs’ members removed Omar Scaife from his positions. (Mtn. 4: 28.) This evidence is apparently that introduced in support of Defendants’ opposition to Plaintiffs’ preliminary injunction. Since Scaife has been removed, Defendants argue, “neither Mr. Yancy nor Ms. White or their respective Board of Directors of each organization have authorized this civil action or hired counsel to represent Plaintiffs.” (Mtn. 5: 2-3.)

In a preliminary injunction proceeding, “the judge actually weighs evidence and resolves conflicts.” (Kohn v. Superior Ct. In & For City & Cnty. of San Francisco (1966) 239 Cal. App. 2d 428, 430.) A demurrer, on the other hand, “tests the pleading alone, and not the evidence or the facts alleged.” (City of Atascadero v. Merrill Lynch, Pierce, Fenner & Smith, Inc. (1998) 68 Cal.App.4th 445, 459.) A court must “assume the truth of the complaint's properly pleaded or implied factual allegations.” (Schifando v. City of Los Angeles (2003) 31 Cal.4th 1074, 1081.) Finally, as to the request for judicial notice, a court may take judicial notice of court records, but not of the truth of matters asserted in such documents. (See, e.g., Lin Joon Oh v. Teachers Insurance and Annuity Association of America (2020) 53 Cal.App.5th 71, 81.)

Accordingly, the facts underlying standing go to the heart of the disputed issues in the case, as Plaintiffs seek to “enjoin[] the Defendants and all persons acting in concert with the Defendants from acting on behalf of the corporations of which they are no longer a member.” (Compl. ¶ 9.) These allegations therefore cannot be disputed on a demurrer.

Next, Defendants argue that Plaintiffs are collaterally estopped from bringing this cause of action because the Court previously resolved the issues when denying Plaintiffs’ request for a preliminary injunction in this case.

Because the issues involved in consideration of a preliminary injunction are different from those involved in a demurrer, a preliminary injunction does not necessarily have collateral estoppel or res judicata effect as against a subsequent demurrer. (See Lam v. Ngo (2001) 91 Cal. App. 4th 832, 836.) “[A] request for temporary equitable relief pending the determination of a case on its merits is an entreaty to the court to exercise its discretion and a ruling thereon is not a determination of the merits of the case. [Citation.] Such a pretrial ruling may not be given issue preclusive effect with respect to the merits of the action.” (People ex rel. Bender v. Wind River Mining Project (1990) 219 Cal. App. 3d 1390, 1395.)

Finally, Defendants argue there is a misjoinder of parties. Defendants contend that Omar Scaife is an “indispensable party” who should be added as a Defendant because of his “fraud.” (Mtn. 6: 3-8; see Organizacion Comunidad De Alviso v. City of San Jose (2021) 60 Cal.App.5th 783, 791 [“Failure to join an indispensable party is a ground for demurrer”].)

Defendants have provided no analogous authority suggesting that Scaife is a necessary party. Moreover, any alleged defect or misjoinder must appear on the face of the complaint. (See Nava v. McMillan (1981) 123 Cal. App. 3d 262, 264 [“demurrer reaches only those defects which appear on the face of the complaint or which are judicially noticeable”].) Where, as here, “any ground for objection to a complaint or cross-complaint does not appear on the face of the pleading, the objection may be taken” not by a demurrer, but in the Defendant’s answer. (CCP § 430.30(b).) Therefore, Defendants’ demurrer based on a misjoinder of parties fails.

Any party may submit on the tentative ruling by contacting the courtroom via email at Smcdept49@lacourt.org by no later than 4:00 p.m. the day before the hearing. All interested parties must be copied on the email. It should be noted that if you submit on a tentative ruling the court will still conduct a hearing if any party appears. By submitting on the tentative you have, in essence, waived your right to be present at the hearing, and you should be aware that the court may not adopt the tentative, and may issue an order which modifies the tentative ruling in whole or in part.