Judge: Upinder S. Kalra, Case: 21STCV33286, Date: 2023-03-02 Tentative Ruling

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Case Number: 21STCV33286    Hearing Date: March 2, 2023    Dept: 51

Tentative Ruling

Judge Upinder S. Kalra, Department 51

HEARING DATE:   March 2, 2023                                    

CASE NAME:           Seonah Jo v. Jinyeung Choi

CASE NO.:                21STCV33286

MOTION FOR LEAVE TO AMEND

MOVING PARTY: Plaintiff Seonah Jo

RESPONDING PARTY(S): Defendant Jinyeung Choi

REQUESTED RELIEF:

1.      An order granting leave to amend the Complaint.

TENTATIVE RULING:

1.      Motion for Leave to Amend the Complaint is GRANTED.

STATEMENT OF MATERIAL FACTS AND/OR PROCEEDINGS:

On September 9, 2021, Plaintiff Seonah Jo (“Plaintiff”) filed a complaint against Defendant Jinyeung Choi (“Defendant.”) The complaint alleged four causes of action: (1) Breach of Contract, (2) Breach of Fiduciary Duty, (3) Unjust Enrichment, and (4) Declaratory Relief. The complaint alleges that the parties entered into an oral agreement to operate a business partnership regarding the operation of Los Coyotes Veterinary Practice, P.C., agreeing to work equal time during the week, which was later reduced due to the Covid-19 pandemic. Plaintiff argues that Defndant refused to work the agreed upon hours per week. After an appraisal determined gthe value of Los Coyotes, the parties provided various offers to buy out the other party, but the parties have reached a deadlock. Plaintiff also alleges that Defendant received a third-party offer to merge Los Coyotes with the third party.

On November 1, 2021, Defendant filed a Demurrer with Motion to Strike which was OVERRULED.

On February 28, 2022, Defendant filed an Answer.

The current Motion for Leave to Amend Complaint was filed on February 3, 2023. Defendant’s Reply was filed on February 16, 2023. Plaintiff’s Reply was filed on February 22, 2023.

LEGAL STANDARD:

California Code of Civil Procedure section 473, subdivision (a)(1) provides, in relevant part: “The court may, in furtherance of justice, and on any terms as may be proper, allow a party to amend any pleading or proceeding by adding or striking out the name of any party, or by correcting a mistake in the name of a party, or a mistake in any other respect; and may, upon like terms, enlarge the time for answer or demurrer.  The court may likewise, in its discretion, after notice to the adverse party, allow, upon any terms as may be just, an amendment to any pleading or proceeding in other particulars; and may upon like terms allow an answer to be made after the time limited by this code.” 

“This discretion should be exercised liberally in favor of amendments, for judicial policy favors resolution of all disputed matters in the same lawsuit.”  (Kittredge Sports Co. v. Superior Court (1989) 213 Cal.App.3d 1045, 1047.)  Ordinarily, the court will not consider the validity of the proposed amended pleading in ruling on a motion for leave since grounds for a demurrer or motion to strike are premature.  The court, however, does have discretion to deny leave to amend where a proposed amendment fails to state a valid cause of action as a matter of law and the defect cannot be cured by further amendment.  (See California Casualty General Ins. Co. v. Superior Court (1985) 173 Cal.App.3d 274, 281 (overruled on other grounds by Kransco v. American Empire Surplus Lines Ins. Co. (2000) 23 Cal.4th 390).) 

Under California Rules of Court Rule, rule 3.1324, subdivision (a), a motion to amend a pleading shall (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.  

Under California Rule of Court, rule 3.1324, subdivision (b), 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. 

OBJECTIONS

Defendant’s objection number one for lack of foundation and hearsay are overruled.

ANALYSIS:

Plaintiff seeks leave from the Court to amend the Complaint. Specifically, Plaintiff seeks to add causes of action for dissolution via sale.

The proposed amendment, which is attached to the motion as Exhibit 1, seeks to add a fifth cause of action for “Dissolution of Partnership and Corporation.” Plaintiff seeks to add the fifth cause of action because the parties engaged in mediation on January 27, 2023, and the parties were unable to resolve the matter. Therefore, since litigation cannot resolve the matter, Plaintiff seeks to add this new cause of action. Plaintiff also argues that there will be no prejudice against Defendant because the facts and discovery is the same; the only change is to add a dissolution and injunctive relief to enforce the noncompete agreement.

            Defendant argues that this motion should be denied for various reasons. First, Plaintiff admits that no new facts exist. Second, Plaintiff’s attorney’s declaration does not meet the requirements of Rule of Court 3.1324. The Declaration does not contain any of the four requirements. The declaration does not indicate the effect of the amendments, why the requested amendments are necessary and proper, when the facts giving rise to the amendments were discovered and why it was not made earlier. Third, the new FAC seeks to add a new cause of action that is “not pertinent to any of the exiting four causes of action.” (Opp. 12: 24-25.) Lastly, Defendant will be prejudiced by this late amendment. Trial is scheduled for April 18, 2023. Thus, if this motion were to be granted, it is unlikely that the case would be “at issue at the time o trial” and both parties would be precluded from challenging the pleading, conducting discovery, intervening, initiating a purchase remedy, or moving for summary judgment/adjudication.” (Opp. 13: 24 – 14: 1.)

“It is the general rule that amendments to pleadings should be liberally allowed.” (Simons v. Kern County (1965) 234 Cal.App.2d 362, 367). Further, “And it is a rare case in which ‘a court will be justified in refusing a party leave to amend his pleadings so that he may properly present his case.” (Morgan v. Superior Court of Cal. In and For Los Angeles County (1959) 172 Cal.App.2d 527, 530). “If the motion to amend is timely made and the granting of the motion will not prejudice the opposing party, it is error to refuse permission to amend and where the refusal also results in a party being deprived of the right to assert a meritorious cause of action or a meritorious defense, it is not only error but an abuse of discretion.” (Morgan v. Superior Court of Cal. In and For Los Angeles County (1959) 172 Cal.App.2d 527, 530.)

“The law is well settled that a long deferred presentation of the proposed amendment without a showing of excuse for the delay is itself a significant factor to uphold the trial court's denial of the amendment. [Citation.]” [Citation.] “The law is also clear that even if a good amendment is proposed in proper form, unwarranted delay in presenting it may—of itself—be a valid reason for denial.” (Eng v. Brown (2018) 21 Cal.App.5th 675, 707.) Additionally, the court stated in Record v. Reason, “even if a good amendment is proposed in proper form, unwarranted delay in presenting it may—of itself—be a valid reason for denial.” (Record v. Reason (1999) 73 Cal.App.4th 472, 486.)

While Rule 3.1324 requires a declaration with the information about amendment’s effect, why the amendment is proper, when the facts were discovered, and why the request was not made earlier, there is no secret why this is being requested. Under the facts of this case, the declaration would not provide any additional information or notice to Defendant. It is clear to the Court that Defendant is on notice on the when and the why Plaintiff is requesting the amendment, as well as the reason for the delay—a failed mediation in January 2023. this Court Although Plaintiff waited over a year and two months away from trial to add this new amendment, Defendant was on notice of this possibility after the Court indicated in its ruling on the Demurrer back in January 2022, that “to the extent that plaintiff wishes leave to amend to allege additional causes of action for judicial dissolution, the liberal policies allowing amendment would allow plaintiff to do so. (Minute Order 1/27/2022.) Defendant has failed to demonstrate prejudice other than potentially delaying the trial or added cost for additional discovery. The Court has not been presented facts regarding any delay or necessity for additional discovery. Even if such additional discovery was required, the Court could bifurcate this new equitable claim, which is a special proceeding (See Go. V. Pacific Health (2009) 179 Cal.App.4th 522, 532), from the civil action that is proceeding via jury trial. As Defendant concedes, this cause of action is for the Court alone to resolve. Accordingly, the Court will allow the Amendment.

Motion for Leave to Amend is GRANTED.

Conclusion:

            For the foregoing reasons, the Court decides the pending motion as follows:

Motion for Leave to Amend is GRANTED.

Moving party is to give notice.

IT IS SO ORDERED.

Dated:             March 2, 2023             __________________________________                                                                                                                Upinder S. Kalra

                                                                                    Judge of the Superior Court