Judge: Robert B. Broadbelt, Case: 23STCV11780, Date: 2024-06-21 Tentative Ruling

Case Number: 23STCV11780    Hearing Date: June 21, 2024    Dept: 53

Superior Court of California

County of Los Angeles – Central District

Department 53

MOVING PARTIES:              Defendants EE LLC and Long Lin               

RESPONDING PARTY:       Plaintiff Vanllige LLC

Demurrer to Complaint

The court considered the moving, opposition, and reply papers filed in connection with this demurrer.

DISCUSSION

Defendants EE LLC (“EE”) and Long Lin (“Lin”) (collectively, “Defendants”) move the court for an order sustaining their demurrer to the first and second causes of action alleged in the Complaint filed by plaintiff Vanllige LLC (“Plaintiff”) in this action.

The court overrules defendant EE’s demurrer to the first cause of action for breach of contract because (1) it can be ascertained from the pleading that the contract is written since Plaintiff alleged that (i) EE offered to sell the goods by issuing an invoice to Plaintiff, which Plaintiff accepted by paying the amount set forth therein (Compl., ¶¶ 26-27), and (ii) EE “promised in the Invoice that the Goods w[ould] be shipped in 30 days” (Compl., ¶ 19), thereby alleging facts establishing that the subject contract is written, and (2) it states facts sufficient to constitute a cause of action since Plaintiff has alleged the legal effect of the contract by alleging the substance of its relevant terms, i.e., that (i) EE promised in the invoice that the subject goods would be shipped in 30 days (Compl., ¶ 19), and (ii) the invoice stated the price of the goods to be $67,200, thereby representing the price that Plaintiff was required to (and did) pay (Compl., ¶¶ 17-18) in exchange for those goods.  (Code Civ. Proc., § 430.10, subds. (g), (e); Heritage Pacific Financial, LLC v. Monroy (2013) 215 Cal.App.4th 972, 993 [“‘A written contract may be pleaded either by its terms—set out verbatim in the complaint or a copy of the contract attached to the complaint and incorporated therein by reference—or by its legal effect.  [Citation.]  In order to plead a contract by its legal effect, plaintiff must “allege the substance of its relevant terms”’”].)

The court acknowledges that defendant EE contends that an unsigned invoice cannot form the basis of a valid contract.  However, Plaintiff did not allege that the subject invoice was unsigned, and did not attach the invoice to the Complaint.[1]  Thus, EE has not shown, based on the facts alleged in the Complaint, that Plaintiff has not alleged the existence of a valid contract between the parties.

            The court sustains Defendants’ demurrer to the second cause of action for fraud because it does not state facts sufficient to constitute a cause of action since Plaintiff did not plead, with the requisite particularity, facts establishing that Plaintiff relied on misrepresentations made by Defendants, and that its reliance on those misrepresentations caused Plaintiff harm.  (Code Civ. Proc., § 430.10, subd. (e); Lauckhart v. El Macero Homeowners Assn. (2023) 92 Cal.App.5th 889, 903 [elements of intentional misrepresentation]; Ibid. [“Fraud must be pleaded with particularity”].)  For example, while Plaintiff alleges that Lin, on behalf of EE, represented that Lin had resources in China and that Defendants were able to supply high-qualify furniture and appliances at a low price, Plaintiff did not allege facts establishing how its reliance on those facts caused Plaintiff harm.  (Compl., ¶¶ 32-33.)  Plaintiff also did not allege specific facts establishing that Defendants intended Plaintiff to rely on those representations.  (Compl., ¶ 36.)  Thus, the court finds that Plaintiff has not pleaded every element of fraud with particularity as required.  (Lauckhart, supra, 92 Cal.App.5th at p. 903.)

ORDER

            The court overrules defendant EE LLC’s demurrer to plaintiff Vanllige LLC’s first cause of action for breach of contract.

            The court sustains defendants EE LLC and Long Lin’s demurrer to plaintiff Vanllige LLC’s second cause of action for fraud.

            The court grants plaintiff Vanllige LLC 20 days leave to file a First Amended Complaint that cures the defects with the second cause of action for fraud set forth in this ruling.

            The court orders defendants EE LLC and Long Lin to give notice of this ruling.

IT IS SO ORDERED.

DATED:  June 21, 2024

_____________________________

Robert B. Broadbelt III

Judge of the Superior Court