Judge: Thomas S. Mcconville, Case: 2021-01201218, Date: 2023-05-15 Tentative Ruling

Defendant The Escrow Connection’s (“TEC”) Demurrer to the Third Amended Complaint is SUSTAINED. (Code Civ. Proc., § 430.10, subd. (e)).

Plaintiff shall have leave to file and serve an amended complaint within 20 days.

1^st cause of action, breach of partnership agreement:

In order to state a cause of action for breach of contract, Plaintiff  must plead as follows: (1) the existence of the contract, (2) plaintiffs’ 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).

Plaintiff’s cause of action against TEC fails for two reasons. First, Plaintiff admits that TEC was not a party to the agreement. (TAC, ¶ 30). Second, Plaintiff fails to allege breach by TEC.  Plaintiff contends that the pleading is adequate because she alleged a conspiracy. Plaintiff’s bare and conclusory allegation that “Defendants conspired and or knowingly cooperated with Mr. Lewis in order to assist in the wrongdoing alleged above” is not enough to meet the four elements required for breach of contract. (TAC, ¶ 30).

2^nd cause of action: breach of fiduciary duty

The elements for a cause of action for breach of fiduciary duty are: (i) Existence of a fiduciary duty; (ii) Breach of the fiduciary duty; and (iii) Damage proximately caused by the breach. (Pierce v. Lyman (1991) 1 Cal.App.4th 1093, 1101).

Plaintiff’s third amended complaint fails to allege breach by TEC. The third amended complaint fails to allege that TEC deviated from the escrow instructions, or what the instructions and/or TEC’s obligations even were. (See Summit Financial Holdings, Ltd. v. Continental Lawyers Title Co. (2002) 27 Cal.4th 705, 711 [an escrow holder's obligations are limited to compliance with the depositors' instructions].).

4^th cause of action: intentional interference with prospective economic advantage

The elements for intentional interference with prospective economic advantage are as follows: (1) an economic relationship between the plaintiff and some third party, with the probability of future economic benefit to the plaintiff; (2) the defendant's knowledge of the relationship; (3) intentional acts on the part of the defendant designed to disrupt the relationship; (4) actual disruption of the relationship; and (5) economic harm to the plaintiff proximately caused by the acts of the defendant. (Marsh v. Anesthesia Services Medical Group, Inc. (2011) 200 Cal.App.4th 480, 504).

As TEC correctly points out, Plaintiff failed to allege just how TEC acted intentionally to disrupt the economic relationship between Plaintiff and the homeowners. Plaintiff relies on the previous allegations regarding TEC’s alleged breach of fiduciary duty when it excluded Plaintiff from the transaction without further inquiry, but as previously mentioned, an escrow holder’s obligations are limited to compliance with the instructions from the principal. Plaintiff’s third amended complaint is devoid of any allegations that demonstrate that TEC deviated from the instructions in a manner that could constitute intentional interference with prospective economic advantage, or any other action by TEC that would meet this element.

Moving party shall give notice.