Judge: Stephen P. Pfahler, Case: 22CHCV00178, Date: 2023-02-21 Tentative Ruling

Case Number: 22CHCV00178    Hearing Date: February 21, 2023    Dept: F49

Dept. F-49

Date: 2-21-23

Case #22CHCV00178

Trial Date: Not Set

DEMURRER

MOVING PARTY: Defendant, Patrick Booker

RESPONDING PARTY: Plaintiff, Don Khalighi, et al.

RELIEF REQUESTED

Motion to Strike the First Amended Complaint

·         1^st Cause of Action: Breach of Contract

·         2^nd Cause of Action: Breach of Fiduciary Duty

Motion to Strike Breach of Fiduciary Duty Allegations

SUMMARY OF ACTION

Plaintiffs Don and Armenouhi Khalighi are homeowners within a real estate development governed by Quail Ranch Estates HOA, Inc. (HOA). Pursuant to “Articles and Bylaws,” the HOA collected $150/month in assessments for the benefit of participating homeowners. Plaintiffs alleges the individual defendant officers comprising the HOA board violated “respective fiduciary duties,” due to their failure to pay annual fees to the State of California, thereby leading to the suspension of the HOA as a corporate entity; failed to hold required meetings; failed to inform homeowner members regarding “various contracts” for common area maintenance and landscaping; failed to provide adequate financial records upon demand of Plaintiffs; and, authorized improper expenditures and withdrawals without apparent board and/or homeowner approval.

On March 17, 2022, Plaintiffs filed their complaint for Breach of Contract, Negligence, Embezzlement, Fraud, Accounting and Declaratory Relief. On July 11, 2022, Defendant Michael Morrell answered the complaint.

On August 2, 2022, the court sustained the demurrer of Quail Ranch Estates HOA, Inc. with 30 days leave to amend. On August 24, 2022, the court sustained the demurrer of Tammy Booker to the fraud and embezzlement causes of action. On August 24, 2022, Plaintiff also filed a first amended complaint for Breach of Contract, Breach of Fiduciary Duty, Embezzlement, Fraud, Accounting and Declaratory Relief.

On September 26, 2022, Quail Ranch Estates HOA, Inc. answered the complaint and filed a cross-complaint against Don and Armenouhi Khalighi for Account Stated, Money Paid, Open Book Account, Quantum Meruit, and Violation of the CC&Rs.

On October 19, 2022, court granted the motion to strike the second cause of action for breach of fiduciary duty.

RULING

Demurrer: Moot

Patrick Booker brings the subject demurrer to the breach of contract and breach of fiduciary duty causes of action. Given the October 19, 2022, ruling on the motion to strike of Quail Ranch Estates HOA, Inc., the challenges to breach of fiduciary duty cause of action is moot.

Defendant challenges the breach of contract claim on grounds that Booker was not a party to any contract. The court electronic filing system shows no opposition or reply at the time of the tentative ruling publication cutoff.

A demurrer is an objection to a pleading, the grounds for which are apparent from either the face of the complaint or a matter of which the court may take judicial notice. (Code Civ. Proc., § 430.30, subd. (a); see also Blank v. Kirwan (1985) 39 Cal.3d 311, 318.) The purpose of a demurrer is to challenge the sufficiency of a pleading “by raising questions of law.” (Postley v. Harvey (1984) 153 Cal.App.3d 280, 286.) “In the construction of a pleading, for the purpose of determining its effect, its allegations must be liberally construed, with a view to substantial justice between the parties.” (Code Civ. Proc., § 452.) The court “ ‘ “treat[s] the demurrer as admitting all material facts properly pleaded, but not contentions, deductions or conclusions of fact or law . . . .” ’ ” (Berkley v. Dowds (2007) 152 Cal.App.4th 518, 525.) In applying these standards, the court liberally construes the complaint to determine whether a cause of action has been stated.  (Picton v. Anderson Union High School Dist. (1996) 50 Cal.App.4th 726, 733.

“A demurrer for uncertainty is strictly construed, even where a complaint is in some respects uncertain, because ambiguities can be clarified under modern discovery procedures.” (Khoury v. Maly's of California, Inc. (1993) 14 Cal.App.4th 612, 616; Williams v. Beechnut Nutrition Corp. (1986) 185 Cal.App.3d 135, 139 [“[U]nder our liberal pleading rules, where the complaint contains substantive factual allegations sufficiently apprising defendant of the issues it is being asked to meet, a demurrer for uncertainty should be overruled or plaintiff given leave to amend.]

1^st Cause of Action, Breach of Contract: Sustained with Leave to Amend.

Defendant denies any contractual relationship between the parties. The court sustained the demurrer of Tammy Booker to the operative complaint with leave to amend on February 15, 2023. The demurrer is therefore moot.

Motion to Strike: Moot

In summary, the unopposed demurrer and motion to strike are moot. The court again reminds Plaintiffs that no new or different causes of action beyond the scope of the existing claims may be added. (Harris v. Wachovia Mortgage, FSB (2010) 185 Cal.App.4th 1018, 1023.) Any new causes of action added without leave from court are subject to a motion to strike.

“In response to a demurrer and prior to the case being at issue, a complaint or cross-complaint shall not be amended more than three times, absent an offer to the trial court as to such additional facts to be pleaded that there is a reasonable possibility the defect can be cured to state a cause of action. The three-amendment limit shall not include an amendment made without leave of the court pursuant to Section 472, provided the amendment is made before a demurrer to the original complaint or cross-complaint is filed.” (Code Civ. Proc., § 430.41, subd. (e)(1).) The court has now considered two iterations of the complaint. The court will consider the applicable standard should a second amended complaint and a demurrer get filed.

Patrick Booker to give notice.