Judge Upinder S. Kalra, Case Number: 24STCV16115, Date: 2025-06-06 Tentative Ruling

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RESPONDING PARTY(S): Defendants 358 S Mansfield Ave, LLC and Barbara Savage, individually and as Trustee of the Barbara Savage Living Trust dated September 19, 2013

1. An Order granting Plaintiff leave to file a First Amended Complaint to add new factual allegations and two additional causes of action.

2. Plaintiff to file their First Amended Complaint within 14 days’ of this ruling.

On June 27, 2024, Plaintiff Viniculum Music LLC (Plaintiff) filed a Complaint against Defendants 358 S Mansfield Ave, LLC and Barbara Savage, individually and as Trustee of the Barbara Savage Living Trust dated September 19, 2013 (Defendants) with six causes of action for: (1) Breach of Contract, (2) Specific Performance, (3) Fraud (Intentional Misrepresentation), (4) Fraud (Negligent Misrepresentation), and (5) Declaratory Relief.

According to the Complaint, this dispute concerns real property located at 358 S. Mansfield, Los Angeles, California (the Property). Plaintiff claims that it and Defendants entered into a Lease Agreement, Option (To Buy) Agreement, and California Residential Purchase Agreement for the Property. Plaintiff alleges that Defendants failed to advise Plaintiff that the Property was in mortgage default, that Defendants had issues with the IRS, that Defendants caused interruptions to Plaintiff’s use of the Property, that Defendants breached the various contracts, and other wrongdoing.

On September 18, 2024, Plaintiff filed a request for dismissal of its Second and Sixth Causes of Action.

On January 24, 2025, Plaintiff filed the instant motion for leave to amend. Plaintiff filed this motion again on March 7, 2025 after the parties exercised 170.6 peremptory challenges to judicial officers.

On April 21, 2025, Defendants filed a notice of attorney misconduct, request for stay, and request for OSC re Sanctions which the court DENIED.

On May 20, 2025, Defendants filed an opposition to Plaintiff’s motion for leave to amend. On May 28, 2025, Plaintiff filed a reply.

California Code of Civil Procedure (CCP) 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 (CRC), 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.¿¿¿¿

The court GRANTS Defendants’ request for judicial notice. (Evid. Code § 452(d), (h); See Kalnoki v. First American Trustee Servicing Solutions, LLC (2017) 8 Cal.App.5th 23,37.) However, the court only takes judicial notice of the foregoing documents only as to “the existence, content and authenticity of public records and other specified documents”; it does not take judicial notice of the truth of the factual matters asserted in those documents. (Dominguez v. Bonta (2022) 87 Cal. App. 5th 389, 400.)¿¿

Plaintiff contends that leave to amend is warranted because they discovered new facts in January 2025 that result in additional claims against Defendants arising from the underlying transactions and that Defendants will not be prejudiced by the amendment. Defendants argue leave to amend is not warranted because Plaintiff sold the Property in February 2025, Plaintiff’s proposed amended pleading does not reflect this, and that Plaintiff’s motion is otherwise defective.[1] Plaintiff replies that the motion is procedurally sound, the Property sale does not absolve Defendants of liability for breach and fraud, and Plaintiff can add a sentence setting forth facts of the sale in an amended pleading.

Here, leave to amend is warranted. First, Plaintiff complied with CRC, rule 3.1324(a) by attaching a copy of the proposed First Amended Complaint and identified the new allegations and claims thereto. (Ingber Decl. ¶ 10; see also Ingber Decl., Exhibit A and Exhibit B.) Second, Plaintiffs complied with CRC, rule 3.1324(b). The effect of the amend is to add new factual allegations discovered in January 2025 that support existing and additional claims for Unfair Business Practices and Unjust Enrichment. (Ingber Decl. ¶¶ 6,7,8, 10.) The amendment is necessary and proper because it keeps all claims from the same underlying transaction together in one action. (Id. at ¶ 11.) Next, Plaintiff brought this motion in January 2025 and then refiled it in March 2025 due to the multiple department transfers. (Id. at ¶ 9.) There is no indication of undue delay or prejudice to Defendants. However, as proposed on reply, the court accepts Plaintiff’s offer to further amend the proposed First Amended Complaint to add a factual allegation that the Property has sold.

Accordingly, the court GRANTS Plaintiff’s motion for leave to file a First Amended Complaint.

2. Plaintiff to file their First Amended Complaint within 14 days’ of this ruling.

[1] Defendants refer to the Rules of Professional Conduct, rule 8.3 to report Plaintiff’s counsel’s misconduct and requests this court to impose sanctions. This court has already denied such request.