Judge: Stephen P. Pfahler, Case: 22CHCV00251, Date: 2023-12-13 Tentative Ruling
Case Number: 22CHCV00251 Hearing Date: December 13, 2023 Dept: F49
Dept. F-49
Date: 12-13-23
Case # 22CHCV00251
Trial Date: Not Set
LEAVE TO AMEND
MOVING PARTY: Plaintiff, Superior Construction Group,
Inc.
RESPONDING PARTY: Defendants, Profuel, Inc., et al.
RELIEF REQUESTED
Motion for Leave to File a First Amended Complaint
SUMMARY OF ACTION
Plaintiff Superior Construction Group, Inc. alleges an
amount of $147,970 in outstanding payment due for services and materials
involving a Chevron gas station and retail store at 20450 Lassen St. On April
13, 2022, Superior Construction Group, Inc. filed a complaint for Breach of
Contract, Foreclosure of Mechanic’s Lien, Quantum Meruit, Fraud – Promise Made
without the Intent to Perform, Conspiracy to Defraud. On June 1, 2022, Profuel,
Inc, Charles Naaman, Liem Quang Dang, TS Construction answered, with Profuel
filing a cross-complaint against Superior Construction Group and Maroun Sadaka
for Breach of Contract, Negligence, Recission and Disgorgement, Disgorgement,
Breach of Implied Warranties, Breach of Express Warranties, Misrepresentation,
Accounting, Breach of Implied Covenant of Good Faith and Fair Dealing. On
January 13, 2023, Maroun Sadaka dba Superior Construction filed a
cross-complaint for Implied Equitable Indemnity, Comparative Contribution,
Declaratory Relief, Breach of Written Contract, Negligence, Breach of Oral
Contract, and Implied Contractual Indemnity against Pierre Yaghy Refrigeration;
Antonio Lopez; Super Air, Inc.; Diamond West Builders, Inc.; JK Glass; Extreme
Plastering Inc.; Antoine Lattouf aka Tony Lattouf; TS Construction; West Coast
Construction; and, GM Parking Lot Restoration Corp. On March 28, 2023, Perry
Construction, Inc. dba West Coast Construction for Declaratory Relief, Implied
Contribution, Comparative Equitable Indemnity, and Contribution. On May 18,
2023, Perry Coast Construction, Inc. filed a request for dismissal of the
cross-complaint.
RULING: Granted.
Requests for Judicial Notice: Granted.
The court takes judicial notice of the existence of the
licenses, mechanics liens, and filed pleadings. The court cannot take judicial
notice of the content of any items for the truth of any matter asserted in
either the motion or opposition.
Plaintiff Superior Construction Group, Inc. moves for leave
to file a first amended complaint in order to substitute the name of plaintiff
from Superior Construction, Inc. a California Corporation, dba Superior
Construction to Maroun Sadaka, an individual, dba Superior Construction. The
motion comes in order to properly plead the claims on behalf of the contractor
license holder, Maroun Sadaka. Counsel admits to mistakenly utilizing the wrong
name in drafting the pleadings. No license appears under the name Superior
Construction, Inc. [Declaration of Armen Mitilian.]
Defendants Profuel, Inc, Charles Naaman, Liem Quang Dang,
Duang Sirisumpan, TS Construction and Development, and Antoine Latouf in
opposition contends the motion constitutes an improper request to substitute
the Plaintiff rather than a motion for leave to amend. Defendants then proceed
to present a myriad of arguments characterizing the proposed amended complaint
as a sham pleading due to the action prosecuted by an entirely new party.
Plaintiff in reply challenges the opposition as an improper
challenge to the merits of the proposed first amended complaint. Plaintiff
maintains the propriety of the motion seeking leave.
A motion for leave to amend must comply with the
requirements set forth in California Rules of Court Rule 3.1324, which states
as follows:
“(a) Contents of motion
A motion to amend a pleading before trial must:
(1) Include a copy of the proposed amendment or amended
pleading, which must be serially numbered to differentiate it from previous
pleadings or amendments;
(2) State what allegations in the previous pleading are
proposed to be deleted, if any, and where, by page, paragraph, and line number,
the deleted allegations are located; and
(3) State what allegations are proposed to be added to the
previous pleading, if any, and where, by page, paragraph, and line number, the
additional allegations are located.
(b) Supporting declaration
A separate declaration must accompany the motion and must
specify:
(1) The effect of the amendment;
(2) Why the amendment is necessary and proper;
(3) When the facts giving rise to the amended allegations
were discovered; and
(4) The reasons why the request for amendment was not made
earlier…”
Dilatory delays and prejudice to the opposing parties is a
valid ground for denial. (Hirsa v.
Superior Court (1981) 118 Cal.App.3d 486, 490.) Prejudice exists where the
amendment would require delaying the trial, resulting in loss of critical
evidence, or added costs of preparation such as an increased burden of
discovery. (Magpali v. Farmers Group,
Inc. (1996) 48 Cal.App.4th 471, 486-488.) The motion itself lacks any accounting for the
timing of the motion. [Mitilian Decl.] According to responding parties, the
realization and sought after correction was (likely) prompted by the Profuel
cross-complaint, whereby cross-complainant alleges Superior Construction, Inc.
lacks a license, thereby barring the claims for any recovery as a licensed
contractor on a contract over $500 (e.g. Business and Professions Code section
7031.)
While the motion itself lacks specific facts regarding the
time of the realization, the court accepts the situation prompting the
requested relief. Furthermore, no trial date is set in the instant action. The
court therefore finds no basis of prejudice under the diligence standard.
Leave to amend is generally liberally granted. (Code Civ.
Proc., § 473(a); Mesler v. Bragg
Management Co. (1985) 39 Cal.3d 290, 296.) The court will not generally
consider the validity of the proposed amended pleading in ruling on a motion
for leave, instead deferring such determinations for a demurrer or motion to
strike, unless the proposed amendment fails to state a valid claim as a matter
of law. (Kittredge Sports Co. v. Sup.Ct. (Marker, U.S.A.) (1989) 213
Cal. App.3d 1045, 1048; California
Casualty Gen. Ins. Co. v. Superior Court (1985) 173 Cal.App.3d 274, 280–281
disapproved of on other grounds by
Kransco v. American Empire Surplus Lines Ins. Co. (2000) 23 Cal.4th 390.)
The motion complies with the California Rules of Court
regarding the proposed, plus a copy of the proposed amended complaint. The
arguments in opposition regarding the failure to initially plead the claims via
a party with a valid contractors license, and therefore a lack of standing, in
no way establish a prospective legal bar to the proposed amended complaint in
fact seeking to rectify the exact issues raised in opposition. Such challenges
are more appropriately addressed in a demurrer, motion for judgment on the
pleadings, or even summary judgment/summary adjudication.
A sham pleading also generally constitutes a challenge to a
filed pleading. Consideration determining a sham pleading in this case requires
considerations beyond the scope of the motion. The arguments in opposition,
including an accusation of effective deception and perjury by Sadaka,
constitutes argument well beyond the liberal standard for leave to amend, any
challenge to the filed pleading itself, and otherwise lacks specific
establishment of a legally barred claim. On the other hand, the argument regarding
the foreclosure of mechanics lien claims by a new party may find support.
Allowing an untimely claim from a new party clearly constitutes a potentially
legally barred claim. Still, it’s not clear from the motion whether and how
Plaintiff may seek to justify the timing of the claims, and, again, the court
declines to consider said arguments in a motion for leave to amend.
The court also finds a lack of prejudice caused by the
potential amendment in that it impacts the cross-complaint. The balance of
prejudices caused by a complete bar to recovery versus the potential for the
proper adjudication of the action by the real parties in interest constitutes a
compelling public policy interest for the court.
Finally, on the argument regarding the improper substitution
of a real party interest versus a motion for leave to amend, again, the court
finds any potential difference in the standards between the titles of the
relief sought, will not bar the subject motion. Court policy strongly favors
the substitution of a real party interest barring “a change in the lability
sought to be enforced against the defendant.” (CashCall, Inc. v. Superior
Court (2008) 159 Cal.App.4th 273, 287.) Nothing in the opposition establishes
any change in claimed liability against the defendants regardless of any
potential arguments to come in later challenges.
The court finds no basis of any legally barred amendment
preventing leave. The motion is granted.
The court docket shows no other scheduled items on calendar.
The court will concurrently conduct a case management conference.
Plaintiff to give notice.