Judge Teresa A. Beaudet, Case 21STCV40163 2022-08-22 Tentative Ruling

Plaintiff DR Nevada Partners, LLC (“Plaintiff”) filed this action on November 1, 2021 against Defendants AGC Aviation, LLC (“AGC”), Andy Heyward (“Heyward”), and QS Partners, LLC (“QS Partners”) (collectively, “Defendants”). The original Complaint asserted causes of action for (1) false promise, (2) intentional misrepresentation, (3) negligent misrepresentation, (4) breach of contract, and (5) breach of the covenant of good faith and fair dealing.

AGC demurred to each cause of action of the Complaint, and on April 22, 2022, the Court issued an Order sustaining AGC’s demurrer to the Complaint in its entirety, with leave to amend. The Court ordered Plaintiff to file and serve an amended complaint, if any, within 20 days of the date of the April 22, 2022 Order.

On May 12, 2022, Plaintiff filed a First Amended Complaint (“FAC”), asserting causes of action for (1) false promise, (2) intentional misrepresentation, (3) negligent misrepresentation, (4) breach of contract, and (5) breach of the covenant of good faith and fair dealing.

AGC now to demurs to each cause of action of the FAC. In addition, AGC moves for sanctions pursuant to Code of Civil Procedure § 128.7 on the grounds that the claims in the FAC

A demurrer can be used only to challenge defects that appear on the face of the pleading under attack or from matters outside the pleading that are judicially noticeable. (Blank v. Kirwan (1985) 39 Cal.3d 311, 318.) “To survive a demurrer, the complaint need only allege facts sufficient to state a cause of action; each evidentiary fact that might eventually form part of the plaintiff’s proof need not be alleged.” (C.A. v. William S. Hart Union High School Dist. (2012) 53 Cal.4th 861, 872.) For the purpose of testing the sufficiency of the cause of action, the demurrer admits the truth of all material facts properly pleaded. (Aubry v. Tri-City Hospital Dist. (1992) 2 Cal.4th 962, 966-967.) A demurrer “does not admit contentions, deductions or conclusions of fact or law.” (Daar v. Yellow Cab Co. (1967) 67 Cal.2d 695, 713.)

In the FAC, Plaintiff alleges that on or about September 17, 2021, AGC and Nevada Global Jet, LLC, the predecessor-in-interest of Plaintiff, entered into a “Non-Binding Letter of Intent” (“LOI”) for the buyer to purchase from AGC one “Bombardier Lear 60 0187” together with two “P&W305A Engines” (the “Aircraft”). (FAC, ¶ 8, Ex. A.)

Plaintiff was finalizing its registration as a limited liability company in the State of Nevada with the intent of being the purchaser of the Aircraft. (FAC, ¶ 9.) On September 21, 2021, four days after Nevada Global Jet, LLC entered into the LOI on its behalf, Plaintiff obtained its formal registration with the State of Nevada. (FAC, ¶ 9.)

Among other terms and conditions, the LOI required that the buyer place a $100,000 deposit into escrow and allowed the buyer to conduct a visual inspection and records review within five business days of execution of the LOI. (FAC, ¶ 10.) Plaintiff alleges that upon execution of the LOI, Plaintiff wired the required $100,000 deposit to escrow, retained third-parties to inspect the Aircraft, obtained a required appraisal, and secured financing for the purchase of the Aircraft. (FAC, ¶ 11.) Plaintiff alleges that it incurred significant expenses in reliance on the LOI and representations made by AGC Aviation, LLC, Andy Heyward, and their aircraft broker, QS Partners, LLC. (FAC, ¶ 11.) Plaintiff alleges that Defendants accepted the deposit from Plaintiff and understood and agreed that Plaintiff would be the buyer completing the purchase pursuant to the LOI. (FAC, ¶ 11.)

On October 9, 2021, Tyler Stauch, the Vice President of AGC’s aircraft broker QS Partners, advised Plaintiff’s Rodney Goldberg that AGC’s attorney had approved a draft Aircraft Purchase Agreement and Mr. Stauch was waiting for the seller to confirm. (FAC, ¶¶ 11, 12, 15.)

On October 11, 2021, Mr. Stauch forwarded the draft Aircraft Purchase Agreement to Mr. Goldberg for review. (FAC, ¶ 15.) On October 13, 2021, Mr. Stauch suggested to Mr. Goldberg by email to schedule a test flight to the delivery location on October 25 or 26, 2021 and to plan to close on the Aircraft immediately after. (FAC, ¶ 16.)

On October 17, 2021, Heyward, a member of AGC, advised by email that he approved the Aircraft Purchase Agreement once Stephen Hofer, counsel for AGC, “gives me the ok.” (FAC, ¶ 17.) On October 18, 2021, Mr. Stauch provided a “clean” approved version of the Aircraft Purchase Agreement to Mr. Goldberg by email for signature, and stated that “we are looking forward to the next steps.” (FAC, ¶ 18.) On October 18, 2021, Mr. Goldberg executed the Aircraft Purchase Agreement and returned it to QS Partners. (FAC, ¶ 19.)

On October 27, 2021, Mr. Hofer sent Mr. Goldberg an email stating that AGC Aviation, LLC “decided not to proceed with the sale of the Aircraft at this time and is giving formal notice, through this email communication, that it is terminating the LOI and ending the proposed transaction.” (FAC, ¶ 20.)

As an initial matter, both parties acknowledge that Section 6.5 of the LOI attached to the FAC provides that “[t]his LOI shall be governed, interpreted, and construed in accordance with the laws of the State of Oklahoma without application of its conflicts of laws principles.” (FAC, ¶ 8, Ex. A.)

AGC again asserts that Plaintiff does not have standing to bring this suit, as it is not a party to the LOI, is not in privity of contract with Nevada Global Jet, LLC, and is not a third-party beneficiary to the LOI.

Nevada Global Jet, LLC and AGC are signatories to the LOI. (FAC, ¶ 8, Ex. A.) Plaintiff alleges that Nevada Global Jet, LLC is its agent and predecessor-in-interest. (FAC, ¶ 8.) AGC notes that under Oklahoma law, “[c]ontracts are binding only upon those who are parties thereto, and are enforceable only by the parties to a contract or those in privity with it…Privity of contract is an essential element of a cause of action on a contract, or an action based on a contractual theory. As a general rule only the parties and privies to a contract may enforce it…Absent standing, a party’s claim is not justiciable, and the courts will not inquire into the merits of the claim.” (Wells Fargo Bank, N.A. v. Heath (Okla. 2012) 280 P.3d 328, 334 [internal quotations omitted].)

Plaintiff counters that the “[FAC] alleges that Plaintiff has standing as the agent/successor-in-interest to the signatory on the agreement,” and that “[a]s alleged in the [FAC], a draft Aircraft Purchase Agreement was prepared by an agent of Defendant as contemplated in the Letter of Intent, and Plaintiff was named as the buyer. As such, it was clear that Defendant had consented to Plaintiff replacing Nevada Global Jet, LLC as the buyer set forth in the Letter of Intent, and Plaintiff acted in reliance on Defendant proceeding with the transaction with Plaintiff.” (Opp’n at p. 3:9-10; 3:15-19.) Plaintiff also asserts in its opposition that “[u]pon execution of the Letter of Intent by Plaintiff’s agent and predecessor-in-interest, Nevada Global Jet, LLC, Plaintiff wired the required $100,000 deposit to escrow as instructed in the Letter of Intent, and Defendant accepted the deposit. At no time did Defendant or its broker complain of the change in the party making the payment pursuant to the agreement, and in fact, consented to the change, as Defendant continued to deal with Plaintiff throughout the transaction.” (Opp’n at p. 3:3-7.) However, Plaintiff still fails to cite to any legal authority indicating that the foregoing circumstances demonstrate privity of contract. As AGC notes, the opposition does not cite to any authority showing how Plaintiff’s allegations demonstrate standing.

Plaintiff also alleges that it was a third-party beneficiary to the LOI. (FAC, ¶ 9.) AGC notes that under Oklahoma law:

AGC notes that Plaintiff is not named as a party or third-party beneficiary in LOI. (FAC, ¶ 8, Ex. A.) AGC also asserts that the LOI does not suggest in any way, much less in an unmistakable way, that the parties intended that a third person should receive the benefit. Other than noting that the FAC alleges that Plaintiff was a third-party beneficiary, Plaintiff fails to respond to AGC’s assertion that Plaintiff does not qualify as a third-party beneficiary under the terms of the LOI. Plaintiff also does not address the Keel case.

“Non-Binding Agreement. Except for the provisions relating to Confidentiality, Escrow and the Deposit and Governing Law, this LOI is intended solely as an expression of interest in proceeding with the transaction described herein and does not create any legally binding obligations on the Parties. Such obligations will arise only upon execution of a mutually acceptable [Aircraft Purchase Agreement (“APA”)]. Prior to execution of the APA, either Party shall have the right to terminate this transaction for any reason or no reason at all. Upon termination, any Deposit placed by Buyer shall be immediately returned and the Parties shall have no further obligations to each other except for the obligation of Confidentiality.” (FAC, ¶ 8, Ex. A, § 6.1.)

AGC asserts that accordingly, the language of the LOI demonstrates that it is not a binding, enforceable contract for the sale of the Aircraft. Plaintiff counters that an agreement labeled as “non-binding” may still be enforceable, but fails to cite to any legal authority that supports this proposition. Rather, Plaintiff cites to cases setting forth elements of a claim for breach of contract.

Based on the foregoing, the Court sustains AGC’s demurrer to Plaintiff’s fourth cause of action for breach of contract. Because AGC previously made similar arguments in its demurrer to the original Complaint, the Court finds that it is appropriate to sustain the demurrer to the fourth cause of action without leave to amend.

AGC asserts that Plaintiff’s cause of action for breach of the covenant of good faith and

fair dealing also fails. AGC notes that “[a] third party should not be permitted to enforce covenants made not for his benefit, but rather for others. He is not a contracting party; his right to performance is predicated on the contracting parties’ intent to benefit him…” (Jones v. Aetna Casualty & Surety Co . (1994) 26 Cal.App.4th 1717, 1724 [internal quotations omitted].) As noted by AGC, Plaintiff is not named as a party or third-party beneficiary in LOI. (FAC, ¶ 8, Ex. A.) Plaintiff again fails to address these points or the Jones case in its opposition.

AGC also asserts that Plaintiff’s breach of the covenant of good faith and fair dealing cause of action is duplicative of its breach of contract cause of action. “If the allegations do not go beyond the statement of a mere contract breach and, relying on the same alleged acts, simply seek the same damages or other relief already claimed in a companion contract cause of action, they may be disregarded as superfluous as no additional claim is actually stated. Thus, absent those limited cases where a breach of a consensual contract term is not claimed or alleged, the only justification for asserting a separate cause of action for breach of the implied covenant is to obtain a tort recovery.” (Careau & Co. v. Security Pacific Business Credit, Inc. (1990) 222 Cal.App.3d 1371, 1395.)

In the FAC, Plaintiff alleges in support of its breach of contract cause of action that Defendants breached the LOI by failing and refusing to proceed with the transaction. (FAC, ¶ 46.) In support of the breach of the covenant of good faith and fair dealing cause of action, Plaintiff alleges that AGC and Heyward breached their obligations of good faith and fair dealing “by failing to abide by the terms of the Letter of Intent, and by willfully refusing and failing to make available the Aircraft for purchase, while knowing that DR Nevada Partners, LLC would, and did, suffer damages as a result of their actions.” (FAC, ¶ 50.) In the opposition, Plaintiff does not appear to dispute that the breach of the covenant of good faith and fair dealing cause of action is duplicative of the breach of contract cause of action. Plaintiff asserts that “the erroneous label or inclusion of an alternate or duplicative claim does not subject this cause of action to demurrer,” but does not cite to any legal authority supporting this assertion. (Opp’n at p. 6:2-3.)[1]

Thus, the Court sustains the demurrer to the fifth cause of action for breach of the covenant of good faith and fair dealing. Because AGC previously raised similar arguments in its demurrer to the original Complaint, the Court finds that it is appropriate to sustain the demurrer to the fifth cause of action without leave to amend.

“To maintain an action for deceit based on a false promise, one must specifically allege and prove, among other things, that the promisor did not intend to perform at the time he or she made the promise and that it was intended to deceive or induce the promisee to do or not do a particular thing. Given this requirement, an action based on a false promise is simply a type of intentional misrepresentation, i.e., actual fraud.” (Tarmann v. State Farm Mut. Auto. Ins. Co. (1991) 2 Cal.App.4th 153, 159 [internal citations omitted, emphasis in original].) “To plead a cause of action for fraud, a plaintiff must plead facts showing the following elements: (1) misrepresentation, (2) knowledge of falsity, (3) intent to defraud, (4) justifiable reliance, and (5) resulting damage.” (Charnay v. Cobert (2006) 145 Cal.App.4th 170, 184.)

AGC asserts that Plaintiff fails to allege intent to defraud with the requisite particularity in its causes of action for false promise and intentional misrepresentation. But with regard to intent to defraud, Plaintiff alleges in its false promise cause of action that “AGC Aviation, LLC, Andy Heyward, and QS Partners, LLC each made false promises to Plaintiff and to its agent/predecessor-in-interest that Defendant AGC Aviation, LLC intended to sell the Aircraft, and to follow through with the proposed sale of the Aircraft.” (FAC, ¶ 22.) Plaintiff contends that AGC and Heyward did not intend to perform the promises when the promises were made, waiting instead until after Plaintiff had made significant expenditures of time and money and signed the Aircraft Purchase Agreement to terminate the LOI. (FAC, ¶ 25.) Plaintiff alleges in its intentional misrepresentation cause of action that “Defendants made representations to Plaintiff that Defendant AGC Aviation, LLC would negotiate in good faith an Aircraft Purchase Agreement commemorating the sale of its Aircraft to Plaintiff...Defendants promised that it was their intention to sell the Aircraft, that the Aircraft was for sale, and ultimately that Defendant AGC Aviation, LLC (and its counsel) had even approved the terms of the Aircraft Purchase Agreement signed by DR Nevada Partners, LLC.” (FAC, ¶ 30.) Plaintiff alleges that “Defendants AGC and Heyward knew they did not intend to proceed with the transaction with Plaintiff, and that they were not interested in completing the sale with Plaintiff, as they continued to entertain other sales opportunities and offer the Aircraft to other purchasers despite the Letter of Intent representing that it was AGC’s interest in selling the Aircraft specifically to Plaintiff…” (FAC, ¶ 30.)

AGC asserts that the allegation that Defendants continued to entertain other sale opportunities is “false” and not pleaded with particularity. The Court does not find that these allegations are not sufficiently particular, and notes that “[a]s a general rule in testing a pleading against a demurrer the facts alleged in the pleading are deemed to be true, however improbable they may be.” (Del E. Webb Corp. v. Structural Materials Co . (1981) 123 Cal.App.3d 593, 604.)

AGC also contends that Defendants “entertaining other sale opportunities” would not show any intent to defraud because Plaintiff does not allege that Defendants were not permitted to explore potential alternative deals with third parties. The Court finds that regardless of this assertion, the “intent to defraud” element is sufficiently alleged.

AGC also asserts that Plaintiff’s allegations are insufficient as to knowledge of falsity, e.g., “how” AGC knew or should have known that any representations it made were false when they were made. AGC cites to Wilhelm v. Pray, Price, Williams & Russell (1986) 186 Cal.App.3d 1324, 1331, where the Court of Appeal noted that “fraud must be specifically pleaded…Here, the complaint fails to plead with specificity a factual basis for how Cohen ‘knew’ the representations she communicated to Goodman on behalf of Leedy were false.” But Plaintiff now alleges that “Defendants AGC and Heyward knew they did not intend to proceed with the transaction with Plaintiff, and that they were not interested in completing the sale with Plaintiff, as they continued to entertain other sales opportunities and offer the Aircraft to other purchasers despite the Letter of Intent representing that it was AGC’s interest in selling the Aircraft specifically to Plaintiff, and despite email correspondence from AGC, Heyward, and AGC’s agent QS Partners, LLC representing that the sales transaction was moving forward with Plaintiff.” (FAC, ¶¶ 25, 30.)

AGC also asserts that Plaintiff fails to allege reliance or resulting damage with particularity. But Plaintiff alleges that “[a]t all times between the execution of the Letter of Intent and October 18, 2021[2], Defendants, and each of them, led Plaintiff to believe that AGC Aviation, LLC would follow through with the sale, and in reliance thereon, caused Plaintiff to incur costs and expenses in preparation for the purchase of the Aircraft.” (FAC, ¶ 23.) Plaintiff alleges “[t]he promises contained within the Letter of Intent itself were important to the transaction because Plaintiff would not have entered into the Letter of Intent, and ultimately the Aircraft Purchase Agreement, to purchase the Aircraft if Plaintiff knew that AGC Aviation, LLC would fail to follow through with its intent to sell the Aircraft. Further, Plaintiff relied on the continued representations made in the emails causing Plaintiff to expend time and money on

inspections, negotiations, appraisals, financing, and other items required to complete the purchase.” (FAC, ¶ 24.) Plaintiff alleges that it reasonably relied on Defendants’ promises, and

Based on the foregoing, the Court overrules the demurrer to the first cause of action for false promise and the second cause of action for intentional misrepresentation.

“The elements of negligent misrepresentation are (1) a misrepresentation of a past or existing material fact, (2) made without reasonable ground for believing it to be true, (3) made with the intent to induce another’s reliance on the fact misrepresented, (4) justifiable reliance on the misrepresentation, and (5) resulting damage.” (Ragland v. U.S. Bank National Assn. (2012) 209 Cal.App.4th 182, 196.) In addition, “[t]o state a cause of action for negligent misrepresentation, plaintiff must allege facts establishing that defendants owed him a duty to communicate accurate information.” (Friedman v. Merck & Co. (2003) 107 Cal.App.4th 454, 477.)

AGC argues that Plaintiff’s cause of action for negligent misrepresentation fails because it is not alleged with particularity. Specifically, AGC asserts that Plaintiff has failed to adequately allege a misrepresentation of fact, intent to induce reliance, justifiable reliance, resulting damage, or any duty Defendants owed to “non-signatory” Plaintiff. AGC asserts that Plaintiff also failed to adequately allege that Defendants had no reasonable grounds to believe any supposed misrepresentation they allegedly made.

The Court disagrees, except with respect to allegations of any duty Defendants owed to Plaintiff. In support of the negligent misrepresentation cause of action, Plaintiff alleges that “Defendants made representations to Plaintiff that Defendant AGC Aviation, LLC would negotiate in good faith an Aircraft Purchase Agreement commemorating the sale of its Aircraft to Plaintiff.” (FAC, ¶ 37.) Plaintiff alleges that “[a]lthough Defendants may have believed the representations were true when they were made, that AGC intended to offer the Aircraft for sale to Plaintiff, Defendants had no reasonable grounds for believing they were true when made.” (FAC, ¶ 38.) Plaintiff alleges that “Defendants intended that Plaintiff rely on the representations.” (FAC, ¶ 39.) Plaintiff further alleges that “[i]n its Letter of Intent, and in the email correspondence that followed between AGC, through its agent QS Partners, LLC and Heyward, to Plaintiff, Defendant AGC promised that it was its intention to sell the Aircraft, that the Aircraft was for sale, that Plaintiff was the intended buyer, and ultimately that Defendant AGC Aviation, LLC (and its counsel) and Heyward had even approved the terms of the Aircraft Purchase Agreement signed by DR Nevada Partners, LLC. The representations were important to the transaction because Plaintiff would not have entered into the Letter of Intent and incurred expenses and costs to inspect the Aircraft, obtain financing, and conduct other activities in furtherance of purchasing an Aircraft if Plaintiff had known that AGC Aviation, LLC would decide not to proceed with a sale at all despite clearly successful negotiations for the purchase, and that AGC would continue to offer the Aircraft for purchase to other potential purchasers.” (FAC, ¶ 37.) Plaintiff also alleges that it has suffered damages. (FAC, ¶ 42.)

Thus, the Court sustains the demurrer to the third cause of action for negligent misrepresentation. Because AGC previously raised similar arguments in its demurrer to the original Complaint, the Court finds that it is appropriate to sustain the demurrer to the third cause of action without leave to amend.

Pursuant to Code of Civil Procedure section 128.7, subdivision (b), “[b]y presenting to the court, whether by signing, filing, submitting, or later advocating, a pleading, petition, written notice of motion, or other similar paper, an attorney or unrepresented party is certifying that to the best of the person’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, all of the following conditions are met:

(1) It is not being presented primarily for an improper purpose, such as to harass or to cause unnecessary delay or needless increase in the cost of litigation.

(2) The claims, defenses, and other legal contentions therein are warranted by existing law or by a nonfrivolous argument for the extension, modification, or reversal of existing law or the establishment of new law.

(3) The allegations and other factual contentions have evidentiary support or, if specifically so identified, are likely to have evidentiary support after a reasonable opportunity for further investigation or discovery.

(4) The denials of factual contentions are warranted on the evidence or, if specifically so identified, are reasonably based on a lack of information or belief.”

Code of Civil Procedure section 128.7, subdivision (c) provides in pertinent part, “[i]f, after notice and a reasonable opportunity to respond, the court determines that subdivision (b) has been violated, the court may, subject to the conditions stated below, impose an appropriate sanction upon the attorneys, law firms, or parties that have violated subdivision (b) or are responsible for the violation.” AGC notes that “[w]hether an action is frivolous is governed by an objective standard: any reasonable attorney would agree it is totally and completely without merit.” (Levy v. Blum (2001) 92 Cal.App.4th 625, 635.)

AGC first argues that sanctions should be imposed because there is no legal or factual basis in the FAC for Plaintiff’s standing. Specifically, AGC asserts that “there is no legal basis for re-alleging verbatim the same allegations that the Court previously held were defective, and any reasonable attorney would agree that doing so ‘is totally and completely without merit.’” (Mot. at p. 12:12-14.) AGC also asserts that “the FAC’s new allegations, far from showing privity between Nevada Global Jet and Plaintiff, reveal that there was never a factual basis for Plaintiff to assert it was the ‘predecessor-in-interest’ to Nevada Global Jet in the first place.” (Mot. at p. 12:14-16.)

The Court notes that in its April 22, 2022 Order on AGC’s demurrer to the FAC, the Court found that as to the breach of contract cause of action “Plaintiff fails to cite to any legal authority indicating that [certain allegations of the Complaint] demonstrate privity of contract. In addition, the Court notes that the Complaint does contain any allegation that that Plaintiff was named as the buyer in the alleged Aircraft Purchase Agreement, or that Defendants consented to the change in the party making the escrow payment.” (April 22, 2022 Order at p. 4:6-10.)

Plaintiff now alleges in the FAC that “AGC and Heyward and their agents drafted the Aircraft Purchase Agreement, specifically naming DR Nevada Partners, LLC as the ‘buyer.’…” (FAC, ¶ 14.) Plaintiff also alleges that “[u]pon execution of the Letter of Intent, Plaintiff wired the required $100,000 deposit to escrow. Defendants accepted the deposit from Plaintiff DR Nevada and understood and agreed that Plaintiff would be the buyer completing the purchase pursuant to the Letter of Intent.” (FAC, ¶ 11.) In addition, Plaintiff added new allegations that it was a third-party beneficiary of the LOI. (FAC, ¶ 9.) Although the Court sustains AGC’s demurrer to the FAC’s breach of contract cause of action (and did not find that Plaintiff demonstrated that its third-party beneficiary allegations conferred standing on it) the Court does not find that sanctions are warranted as a result of Plaintiff’s inclusion of the breach of contract cause of action in the FAC.

AGC also contends that sanctions should be imposed because the “non-binding” LOI is not an enforceable purchase agreement. AGC argues that to succeed on any of its claims, Plaintiff would need to show the LOI is a binding, enforceable contract for the sale of the Aircraft. As set forth above, the Court overrules AGC’s demurrer to the false promise and intentional misrepresentation causes of action. The Court does not find that AGC has shown that all of the causes of action of the FAC depend on Plaintiff demonstrating that the LOI is a binding, enforceable contract.

In addition, AGC contends that sanctions should imposed because Plaintiff failed to plead its intentional misrepresentation claims with particularity. As set forth above, the Court overrules AGC’s demurrer to the false promise and intentional misrepresentation causes of action in the FAC.

Lastly, AGC asserts that sanctions should be imposed because Plaintiff fails to plead its negligent misrepresentation claim with particularity. As set forth above, the Court sustains AGC’s demurrer to the negligent misrepresentation cause of action. However, the Court notes that its April 22, 2022 Order on AGC’s demurrer to Plaintiff’s original Complaint did not contain any discussion of the Friedman v. Merck & Co. (2003) 107 Cal.App.4th 454 case and the duty element, as the demurrer to the cause of action was sustained on other grounds. The Court does not find that sanctions are warranted with regard to the negligent misrepresentation cause of action.

Based on the foregoing, AGC’s demurrer to the FAC is sustained in part and overruled in part. The Court overrules AGC’s demurrer to the first and second causes of action. The Court sustains the demurrer to the third, fourth, and fifth causes of action, without leave to amend.

AGC is ordered to file and serve its answer to the FAC within 10 days of the date of this Order.

[1]The Court notes that Plaintiff also cites to case law concerning promissory estoppel, but a promissory estoppel cause of action was not alleged.

[2]This is the date when Mr. Goldberg allegedly executed the Aircraft Purchase Agreement on behalf of Plaintiff. (FAC, ¶ 19.)

DR NEVADA PARTNERS, LLC, Plaintiff, vs. AGC AVIATION, LLC, et al., Defendants.	Case No.:	21STCV40163
	Hearing Date:	August 22, 2022
	Hearing Time:	10:00 a.m.
	[TENTATIVE] ORDER RE: DEFENDANT AGC AVIATION, LLC’S DEMURRER TO PLAINTIFF DR NEVADA PARTNERS, LLC’S FIRST AMENDED COMPLAINT; DEFENDANT AGC AVIATION, LLC’S MOTION FOR SANCTIONS PURSUANT TO CODE OF CIVIL PROCEDURE SECTIONS 128.5 AND 128.7

Superior Court of California

County of Los Angeles

Department 50