Judge: Thomas Falls, Case: 22PSCV00085, Date: 2022-09-01 Tentative Ruling

Case Number: 22PSCV00085    Hearing Date: September 1, 2022    Dept: R

Defendants Second Street Promenade, LLC’s, Lakeside Property’s and Jason Abboud’s Demurrer

Responding Party: Unopposed (due nine court days before the hearing/Thursday, August 18, 2022)[1]

Tentative Ruling

Defendants Second Street Promenade, LLC’s, Lakeside Property’s and Jason Abboud’s Demurrer is SUSTAINED with leave to amend.

Background

This pertains to a purported breach of a lease agreement. Plaintiffs KATHLEEN GRAHAM and GINO GAUDARRAMA (collectively, “Plaintiffs”) allege the following against Defendants JASON ABBOUD, SECOND STREET PROMENADE, LLC, a California entity, THE ABBOUD FAMILY TRUST, LAKESIDE PROPERTY and DOES 1 to 5 (collectively, “Defendants”): In May 2021, the parties entered into a 2-year lease agreement for a work/live unit. The property was then “red tagged” for building code violations, which led Plaintiffs to cease their work operations (as Kitty’s Bakery) and vacate the property.[2]

On January 26, 2022, Plaintiffs filed suit against Defendants for breach of contract.

On May 2, 2022, Plaintiffs filed their First Amended Complaint (“FAC”) against Defendants.

On July 6, 2022, Defendants Second Street Promenade, LLC, Lakeside Property and Jason Abboud, as an individual (hereinafter the “Demurring Defendants”) filed the instant Demurrer.

On July 7, 2022, Defendant Jason Abboud, Trustee of The Abboud Family Trust, filed a Cross-Complaint against Plaintiffs for Breach of Contract because Plaintiffs “vacat[ed] the Premises leaving a balance owed for rent and rental charges in the amount of $10,000.00.”

To date, as of August 23, 2022, no Opposition has been received.

Legal Standard

A demurrer tests the legal sufficiency of the pleadings and will be sustained only where the pleading is defective on its face.  (City of Atascadero v. Merrill Lynch, Pierce, Fenner & Smith, Inc. (1998) 68 Cal.App.4th 445, 459.)  “We treat the demurrer as admitting all material facts properly pleaded but not contentions, deductions or conclusions of fact or law.  We accept the factual allegations of the complaint as true and also consider matters which may be judicially noticed.  [Citation.]”  (Mitchell v. California Department of Public Health (2016) 1 Cal.App.5th 1000, 1007; Del E. Webb Corp. v. Structural Materials Co. (1981) 123 Cal.App.3d 593, 604 [“the facts alleged in the pleading are deemed to be true, however improbable they may be”].)  Allegations are to be liberally construed.  (Code Civ. Proc., § 452.)  In construing the allegations, the court is to give effect to specific factual allegations that may modify or limit inconsistent general or conclusory allegations.  (Financial Corporation of America v. Wilburn (1987) 189 Cal.App.3rd 764, 769.)   

A demurrer may be brought if insufficient facts are stated to support the cause of action asserted.  (Code Civ. Proc., § 430.10, subd. (e).)  “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.)  A demurrer for uncertainty will be sustained only where the complaint is so bad that the defendant cannot reasonably respond.  (Code Civ. Proc., § 430.10, subd. (f).) 

Where the complaint contains substantial factual allegations sufficiently apprising defendant of the issues it is being asked to meet, a demurrer for uncertainty will be overruled or plaintiff will be given leave to amend.  (Williams v. Beechnut Nutrition Corp. (1986) 185 Cal.App.3d 135, 139, fn. 2.)  Leave to amend must be allowed where there is a reasonable possibility of successful amendment.  (Goodman v. Kennedy (1976) 18 Cal.3d 335, 348.)  The burden is on the complainant to show the Court that a pleading can be amended successfully.  (Ibid.)  

Discussion

Demurring Defendants demur on the grounds that the contract was entered between Plaintiffs and the landlord, The Abboud Family Trust. Thus, as the Demurring Parties are not named as parties to the contract, Plaintiffs cannot sustain a cause of action for breach of contract against the Demurring Parties.[3]

Indeed, the general rule in California is that “only a signatory to a contract may be liable for any breach.”  (Clemens v. American Warranty Corp. (1987) 193 Cal.App.3d 444, 452.) A breach of contract cannot be made the basis of an action for damages against defendants who did not execute it and who did nothing to assume its obligations.  (Gold v. Gibbons (1960) 178 Cal.App.2d 517, 519) (emphasis added).

Here, a review of the agreement provides that the Lease Agreement is between Plaintiffs/Tenants, Gino Guadarrama and Kathleen A. Graham DBA Kitty’s Café and Bakery and the Landlord/The Abboud Family Trust. Thus, the demurring Defendants are nonsignatories.

That said, the court does observe that the same provision of the agreement continues to state that “Landlord appointed Lakeside Property Management Pros to be the property management for the landlord.” (Complaint, Ex. A, Paragraph 1.1(b)) (emphasis added).[4] The naming of Lakeside Property is of import as the crux of the complaint seemingly alleges that due to the Defendants’ failure to maintain the property per regulations—obligations which presumably are prescribed to a management company such as Lakeside Property—Plaintiffs’ incurred damages. In any event, as Plaintiffs have not filed an opposition to explain the nature of the liability against Lakeside Property, the court SUSTAINS the demurrer with leave to amend.

Conclusion

Based thereon, the demurrer is SUSTAINED with leave to amend.