Judge Salvatore Sirna, Case Number: 23PSCV02269, Date: 2024-03-12 Tentative Ruling

Judge: Salvatore Sirna, Case: 23PSCV02269, Date: 2024-03-12 Tentative Ruling

The Court may change tentative rulings at any time. Therefore, counsel are advised to check this website periodically to determine whether any changes or updates have been made to the tentative ruling. Counsel may submit on a tentative ruling by calling the clerk in Department G at (909) 802-1104 prior to 8:30 a.m. the morning of the hearing.

Case Number: 23PSCV02269 Hearing Date: March 12, 2024 Dept: G

Defendants Heda Construction Inc. and Hirbohd Hedayat’s Demurrer to Complaint

Respondent: Plaintiff Consumers Pipe & Supply Co.

Defendants Heda Construction Inc. and Hirbohd Hedayat’s Motion to Strike Portions of the Complaint

Respondent: Plaintiff Consumers Pipe & Supply Co.

TENTATIVE RULING

Defendants Heda Construction Inc. and Hirbohd Hedayat’s Demurrer to Complaint is OVERRULED.

Defendants Heda Construction Inc. and Hirbohd Hedayat’s Motion to Strike Portions of the Complaint is DENIED.

Defendants Heda Construction Inc. and Hirbohd Hedayat are ordered to file their Answer to the Complaint in ten (10) days.

BACKGROUND

This is a breach of contract action arising from a credit purchase agreement. In March 2023, Plaintiff Consumers Pipe & Supply Co. (Consumers Pipe) entered into a credit application and sales agreement with Defendant Heda Construction Inc. (Heda Construction) in which Consumers Pipe agreed to extend credit to Heda Construction for the purchase of goods and merchandise. In support of the agreement, Defendant Hirbohd Hedayat executed a personal guaranty. Subsequently, Consumers Pipe alleges Heda Construction and Hedayat failed to make the payments required pursuant to their agreement.

On July 26, 2023, Consumers Pipe filed a complaint against Heda Construction, Hedayat, and Does 1-20, alleging the following causes of action: (1) goods sold and delivered, (2) quantum valebant, (3) open book account, (4) account stated, (5) breach of contract, and (6) breach of personal guaranty.

On November 28, 2023, Heda Construction and Hedayat filed the present demurrer and motion to strike. Prior to filing on October 26, Heda Construction and Hedayat’s counsel met and conferred telephonically with Consumers Pipe’s counsel and was unable to reach a resolution. (Eghbali Decl., ¶ 6.)

A hearing on the demurrer and motion to strike is set for March 12, 2024, along with a case management conference.

ANALYSIS

Demurrer

Heda Construction and Hedayat demur to Consumers Pipe’s entire Complaint. For the following reasons, the court OVERRULES their demurrer in its entirety.

Legal Standard

A party may demur to a complaint on the grounds that it “does not state facts sufficient to constitute a cause of action.” (Code Civ. Proc., § 430.10, subd. (e).) A demurrer tests whether the complaint states a cause of action. (Hahn v. Mirda (2007) 147 Cal.App.4th 740, 747 (Hahn).) When considering demurrers, courts accept all well pleaded facts as true. (Fox v. JAMDAT Mobile, Inc. (2010) 185 Cal.App.4th 1068, 1078.) 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 pleadings alone and not the evidence or other extrinsic matters. Therefore, it lies only where the defects appear on the face of the pleading or are judicially noticed.” (SKF Farms v. Superior Court (1984) 153 Cal.App.3d 902, 905.) “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, supra, at p. 747.)

General Pleading Defects

Heda Construction and Hedayat argue the entire Complaint is deficient because it fails to include a separate statement of facts. Pursuant to Code of Civil Procedure section 425.10, subdivision (a), a complaint must include “(1) [a] statement of the facts constituting the cause of action, in ordinary and concise language[, and] (2) [a] demand for judgment for the relief to which the pleader claims to be entitled. If the recovery of money or damages is demanded, the amount demanded shall be stated.” But nowhere does Heda Construction and Hedayat provide any legal authority that requires such a statement of facts to be included separately from the individual causes of action pled.

Heda Construction and Hedayat also argue the Complaint fails to include a jurisdictional statement. (Demurrer, p. 2:8-12, 7:11-12, 9:3-10; Reply, p. 5:4-12.) But while they claim this a fundamental requirement mandated by California law, they fail develop this argument with any citations or reference to an actual case or statute. Accordingly, Heda Construction and Hedayat’s demurrer to the Complaint on these grounds is OVERRULED.

Common Counts (First, Second, Third, and Fourth Cause of Action)

Heda Construction contends Consumers Pipe’s first cause of action for goods sold and delivered, second cause of action for quantum valebant, third cause of action for open book account, and fourth cause of action for account stated fail to plead sufficient facts to state a claim. The court disagrees.

Legal Standard

“A common count is not a specific cause of action . . . ; rather, it is a simplified form of pleading normally used to aver the existence of various forms of monetary indebtedness, including that arising from an alleged duty to make restitution under an assumpsit theory.” (McBride v. Boughton (2004) 123 Cal.App.4th 379, 394 (McBride).) “The only essential allegations of a common count are “(1) the statement of indebtedness in a certain sum, (2) the consideration, i.e., goods sold, work done, etc., and (3) nonpayment.” (Farmers Ins. Exchange v. Zerin (1997) 53 Cal.App.4th 445, 460.) “When a common count is used as an alternative way of seeking the same recovery demanded in a specific cause of action, and is based on the same facts, the common count is demurrable if the cause of action is demurrable.” (McBride, supra, 123 Cal.App.4th at p. 394.)

Discussion

In this case, Consumers Pipe’s common count claims are alleged as an alternative way of seeking the same recovery demanded in its cause of action for breach of contract. Because the underlying cause of action is not demurrable as it was sufficiently pled as noted below, Heda Construction’s demurrer to these common counts fails on the same grounds. And each common count here specifically alleges that Heda Construction is indebted in the amount of $30,012.40 for goods and merchandise delivered by Consumers Pipe and has failed to make full payment on that debt. (Complaint, ¶ 6-7, 9-11, 13-14, 17-18.)

Accordingly, Heda Construction’s demurrer to these common counts is OVERRULED.

Breach of Contract Causes of Action (Fifth and Sixth Cause of Action)

Heda Construction and Hedayat maintain Consumers Pipe’s fifth cause of action for breach of contract and sixth cause of action for breach of personal guaranty fail to plead sufficient facts to state a claim. The court disagrees.

Legal Standard

To state a cause of action for breach of contract, a plaintiff must be able to establish “(1) the existence of the contract, (2) plaintiff’s performance or excuse for nonperformance, (3) defendant’s breach, and (4) the resulting damages to the plaintiff.” (Oasis West Realty, LLC v. Goldman (2011) 51 Cal.4th 811, 821.) If a breach of contract claim “is based on alleged breach of a written contract, the terms must be set out verbatim in the body of the complaint or a copy of the written agreement must be attached and incorporated by reference.” (Harris v. Rudin, Richman & Appel (1999) 74 Cal.App.4th 299, 307.) In some circumstances, a plaintiff may also “plead the legal effect of the contract rather than its precise language.” (Construction Protective Services, Inc. v. TIG Specialty Ins. Co. (2002) 29 Cal.4th 189, 198-199.)

Discussion

In this case, Heda Construction and Hedayat argue the Complaint fails to allege each of the elements of a cause of action for breach of contract. The Complaint alleges Consumers Pipe and Heda Construction entered into a written agreement on March 31, 2023, and attaches a copy of the agreement. (Complaint, ¶ 20.) The Complaint also alleges Consumers Pipe performed pursuant to the agreement by delivering goods and merchandise to Heda Construction. (Complaint, ¶ 6, 9, 13, 20-21.) The Complaint further alleges that Heda Construction breached the agreement by failing to pay the amounts owed pursuant to the agreement in full. (Complaint, ¶ 6-7, 11, 14, 18, 22.) Last, the Complaint alleges Consumers Pipe has been damaged in the amount of $30,012.40. (Complaint, ¶ 6-7, 11, 14, 18, 23.) Based on these allegations, the Complaint has adequately stated a cause of action for breach of contract against Heda Construction.

With regards to Hedayat, the Complaint alleges Hedayat executed a personal guaranty in support of Heda Construction’s agreement with Consumers Pipe on March 31, 2023, and provides a copy of the personal guaranty on the last page of the contract attached to the Complaint. (Complaint, ¶ 26.) As noted above, the Complaint alleges Consumers Pipe adequately performed pursuant to their agreement with Heda Construction by delivering goods and merchandise. The Complaint further alleges Hedayat breached the personal guaranty by failing satisfy Heda Construction’s obligations to Consumers Pipe. (Complaint, ¶ 27.) Last, the Complaint alleges Hedayat’s breach has damaged Consumers Pipe in the amount of $30,012.40. (Complaint, ¶ 27.) Thus, the Complaint also has adequately stated a cause of action for breach of personal guaranty against Hedayat. While Hedayat maintains there is no cause of action for breach of personal guaranty in California, Hedayat has failed to develop this argument with any citation to legal authority.

Accordingly, Heda Construction and Hedayat’s demurrer to these causes of action is OVERRULED.

Motion to Strike

Heda Construction and Hedayat move to strike the Complaint in its entirety is based upon the same grounds raised in their demurrer to the Complaint. Accordingly, their motion to strike is summarily DENIED for the same reasons noted above.

CONCLUSION

Based on the foregoing, Heda Construction and Hedayat’s demurrer to the Complaint is OVERRULED.

Based upon the recommendations made on the demurrer, Heda Construction and Hedayat’s motion to strike portions of the Complaint is DENIED.

Defendants are ordered to file their Answer to the Complaint in ten (10) days.