This case was last updated from Los Angeles County Superior Courts on 04/30/2021 at 01:40:29 (UTC).

ALCOMED LLC VS MAJID PANAHPOUR, ET AL.

Case Summary

On 12/10/2020 ALCOMED LLC filed a Contract - Other Contract lawsuit against MAJID PANAHPOUR. This case was filed in Los Angeles County Superior Courts, Spring Street Courthouse located in Los Angeles, California. The Judge overseeing this case is JAMES E. BLANCARTE. The case status is Pending - Other Pending.

Case Details Parties Documents Dockets

 

Case Details

  • Case Number:

    *******0309

  • Filing Date:

    12/10/2020

  • Case Status:

    Pending - Other Pending

  • Case Type:

    Contract - Other Contract

  • County, State:

    Los Angeles, California

Judge Details

Judge

JAMES E. BLANCARTE

 

Party Details

Plaintiff

ALCOMED LLC

Defendants

MANJIKIAN VICTORIA

PANAHPOUR MAJID

EAST WEST CAPITAL LLC

Attorney/Law Firm Details

Plaintiff Attorney

MARKS PAUL

 

Court Documents

Minute Order - Minute Order (Hearing on Demurrer - without Motion to Strike)

4/27/2021: Minute Order - Minute Order (Hearing on Demurrer - without Motion to Strike)

Reply (name extension) - Reply to Opposition to Demurrer

3/17/2021: Reply (name extension) - Reply to Opposition to Demurrer

Minute Order - Minute Order (Court Order)

3/25/2021: Minute Order - Minute Order (Court Order)

Certificate of Mailing for - Certificate of Mailing for (Court Order) of 03/25/2021

3/25/2021: Certificate of Mailing for - Certificate of Mailing for (Court Order) of 03/25/2021

Opposition (name extension) - Opposition Plaintiff Alcomed LLC's Opposition to Defendants' Demurrer to First Amended Complaint

3/12/2021: Opposition (name extension) - Opposition Plaintiff Alcomed LLC's Opposition to Defendants' Demurrer to First Amended Complaint

Proof of Service by Mail - Proof of Service by Mail

2/22/2021: Proof of Service by Mail - Proof of Service by Mail

Declaration (name extension) - Declaration OF DICK P. SINDICICH SUBMITTED IN SUPPORT OF DEFENDANTS MAJID PANAHPOUR & VICTORIA MANJIKIANS DEMURRER

2/22/2021: Declaration (name extension) - Declaration OF DICK P. SINDICICH SUBMITTED IN SUPPORT OF DEFENDANTS MAJID PANAHPOUR & VICTORIA MANJIKIANS DEMURRER

Notice (name extension) - Notice OF HEARING ON DEMURER AND DEMURRER TO PLAINTIFF ALCOMED LLCS FIRST AMENDED COMLAINT

2/22/2021: Notice (name extension) - Notice OF HEARING ON DEMURER AND DEMURRER TO PLAINTIFF ALCOMED LLCS FIRST AMENDED COMLAINT

Declaration (name extension) - Declaration DEFENDANT MAJID PANAHPOUR'S DECLARATION SUBMITTED IN SUPPORT OF THE DEMURRER TO PLAINTIFF ALCOMED LLC'S FIRST AMENDED COMLAINT DA TED DECEMBER 11, 2020

2/23/2021: Declaration (name extension) - Declaration DEFENDANT MAJID PANAHPOUR'S DECLARATION SUBMITTED IN SUPPORT OF THE DEMURRER TO PLAINTIFF ALCOMED LLC'S FIRST AMENDED COMLAINT DA TED DECEMBER 11, 2020

Request (name extension) - Request FOR EXTENSION OF TIME TO FILE RESPONSE OR ANSWER

1/22/2021: Request (name extension) - Request FOR EXTENSION OF TIME TO FILE RESPONSE OR ANSWER

Declaration (name extension) - Declaration SUPPORTING DECLARATION OF LEODIS C. MATTHEWS

1/22/2021: Declaration (name extension) - Declaration SUPPORTING DECLARATION OF LEODIS C. MATTHEWS

Amended Complaint - Amended Complaint (1st)

12/11/2020: Amended Complaint - Amended Complaint (1st)

Civil Case Cover Sheet - Civil Case Cover Sheet

12/10/2020: Civil Case Cover Sheet - Civil Case Cover Sheet

Notice of Case Assignment - Limited Civil Case - Notice of Case Assignment - Limited Civil Case

12/10/2020: Notice of Case Assignment - Limited Civil Case - Notice of Case Assignment - Limited Civil Case

First Amended Standing Order - First Amended Standing Order

12/10/2020: First Amended Standing Order - First Amended Standing Order

Summons - Summons on Complaint

12/10/2020: Summons - Summons on Complaint

Complaint - Complaint

12/10/2020: Complaint - Complaint

5 More Documents Available

 

Docket Entries

  • 12/14/2023
  • Hearing12/14/2023 at 08:30 AM in Department 25 at 312 North Spring Street, Los Angeles, CA 90012; Order to Show Cause Re: Failure to File Proof of Service

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  • 06/09/2022
  • Hearing06/09/2022 at 08:30 AM in Department 25 at 312 North Spring Street, Los Angeles, CA 90012; Non-Jury Trial

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  • 04/27/2021
  • DocketMinute Order (Hearing on Demurrer - without Motion to Strike)

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  • 04/27/2021
  • DocketHearing on Demurrer - without Motion to Strike scheduled for 04/27/2021 at 10:00 AM in Spring Street Courthouse at Department 25 updated: Result Date to 04/27/2021; Result Type to Held

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  • 03/25/2021
  • DocketHearing on Demurrer - without Motion to Strike scheduled for 04/27/2021 at 10:00 AM in Spring Street Courthouse at Department 25

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  • 03/25/2021
  • DocketMinute Order (Court Order)

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  • 03/25/2021
  • DocketCertificate of Mailing for (Court Order) of 03/25/2021; Filed by: Clerk

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  • 03/25/2021
  • DocketOn the Court's own motion, Hearing on Demurrer - without Motion to Strike scheduled for 03/25/2021 at 10:30 AM in Spring Street Courthouse at Department 25 Not Held - Advanced and Continued - by Court was rescheduled to 04/27/2021 10:00 AM

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  • 03/17/2021
  • DocketReply to Opposition to Demurrer; Filed by: Majid Panahpour (Defendant)

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  • 03/12/2021
  • DocketOpposition Plaintiff Alcomed LLC's Opposition to Defendants' Demurrer to First Amended Complaint; Filed by: Alcomed LLC (Plaintiff)

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6 More Docket Entries
  • 12/17/2020
  • DocketUpdated -- Amended Complaint (1st): Name Extension changed from (1st) to (1st); As To Parties changed from Majid Panahpour (Defendant) to Majid Panahpour (Defendant), Victoria Manjikian (Defendant), East West Capital, LLC (Defendant)

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  • 12/11/2020
  • DocketAmended Complaint (1st); Filed by: Alcomed LLC (Plaintiff); As to: Majid Panahpour (Defendant)

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  • 12/10/2020
  • DocketNon-Jury Trial scheduled for 06/09/2022 at 08:30 AM in Spring Street Courthouse at Department 25

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  • 12/10/2020
  • DocketOrder to Show Cause Re: Failure to File Proof of Service scheduled for 12/14/2023 at 08:30 AM in Spring Street Courthouse at Department 25

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  • 12/10/2020
  • DocketComplaint; Filed by: Alcomed LLC (Plaintiff); As to: Majid Panahpour (Defendant); Victoria Manjikian (Defendant); East West Capital, LLC (Defendant)

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  • 12/10/2020
  • DocketSummons on Complaint; Issued and Filed by: Alcomed LLC (Plaintiff); As to: Majid Panahpour (Defendant); Victoria Manjikian (Defendant); East West Capital, LLC (Defendant)

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  • 12/10/2020
  • DocketCivil Case Cover Sheet; Filed by: Alcomed LLC (Plaintiff); As to: Majid Panahpour (Defendant); Victoria Manjikian (Defendant); East West Capital, LLC (Defendant)

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  • 12/10/2020
  • DocketNotice of Case Assignment - Limited Civil Case; Filed by: Clerk

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  • 12/10/2020
  • DocketFirst Amended Standing Order; Filed by: Clerk

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  • 12/10/2020
  • DocketCase assigned to Hon. James E. Blancarte in Department 25 Spring Street Courthouse

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Tentative Rulings

b"

Case Number: 20STLC10309 Hearing Date: September 22, 2021 Dept: 25

PROCEEDINGS: DEMURRER\r\nTO PLAINTIFF’S SECOND AMENDED COMPLAINT AND MOTION TO STRIKE

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MOVING PARTY: Defendants\r\nMajid Panahpour and Victoria Manjikian

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RESP. PARTY: Plaintiff Alcomed, LLC

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DEMURRER AND MOTION TO STRIKE

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(CCP § 430.10, et seq.; § 435)

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TENTATIVE RULING:

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Defendants Majid Panahpour and\r\nVictoria Manjikian’s Demurrer to Plaintiff’s Second Amended Complaint is\r\nOVERRULED and their Motion to Strike is DENIED.

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SERVICE: \r\n

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[X] Proof of Service Timely\r\nFiled (CRC, rule 3.1300) OK

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[X] Correct Address (CCP §§\r\n1013, 1013a) OK

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[X] 16/21 Court Days Lapsed\r\n(CCP §§ 12c, 1005(b)) OK

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OPPOSITION: Filed on September 9,\r\n2021 [ ]\r\nLate [ ] None

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REPLY: Filed on September\r\n14 & 15, 2021 [ ] Late [ ] None

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ANALYSIS:

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I. \r\nBackground

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Plaintiff Alcomed, LLC (“Plaintiff”) filed a Complaint\r\nalleging breach of contract, fraud and deceit, negligent misrepresentation, and\r\nbreach of guaranty against Defendants Majid Panahpour (“Panahpour”), Victoria\r\nManjikian (“Manjikian”) (collectively, “Moving Defendants”), and East West\r\nCapital, LLC (“East West”). On December 11, 2020, Plaintiff filed a First\r\nAmended Complaint (the “FAC”).

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Defendants Panahpour and Manjikian filed a demurrer to\r\nthe FAC on February 22, 2021 which the Court sustained with 20 days’ leave as to\r\nthe first through third causes of action and overruled as to the fourth cause\r\nof action on April 27. (4/27/21 Minute Order.)

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Plaintiff filed a Second Amended Complaint (the “SAC”) on\r\nMay 17. Defendants Panahpour and Manjikian filed the instant Demurrer to the\r\nSAC and Motion to Strike on August 27. The Demurrer and Motion to Strike are\r\naccompanied by a meet and confer declaration. (Matthews Decl., ¶¶ 4, 6-7.)

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Plaintiff filed an opposition to both motions on\r\nSeptember 9 and Defendants filed reply briefs on September 14 and 15.

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II. \r\nObjections\r\n

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Moving Defendants’ evidentiary objections to Exhibit C of\r\nPlaintiff’s SAC are OVERRULED.

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III. \r\nDemurrer\r\n

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A. Legal Standard

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“The primary function of a pleading is\r\nto give the other party notice so that it may prepare its

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case [citation], and a defect in a pleading that\r\notherwise properly notifies a party cannot be said to

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affect substantial rights.” (Harris v. City of Santa Monica (2013) 56 Cal.4th 203, 240.)

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“A demurrer tests the legal sufficiency of the\r\nfactual allegations in a complaint.” (Ivanoff\r\nv. Bank of

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America, N.A. (2017) 9 Cal.App.5th 719, 725.) The\r\nCourt looks to whether “the complaint alleges

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facts sufficient to state a cause of action or discloses\r\na complete defense.” (Id.) The Court\r\ndoes not

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“read passages from a complaint in isolation; in\r\nreviewing a ruling on a demurrer, we read the

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complaint ‘as a whole and its parts in their context.’\r\n[Citation.]” (West v. JPMorgan Chase\r\nBank,

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N.A. (2013) 214 Cal.App.4th 780, 804.) The\r\nCourt “assume[s] the truth of the properly pleaded

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factual allegations, facts that reasonably can be\r\ninferred from those expressly pleaded and matters of

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which judicial notice has been taken.” (Harris, supra, 56 Cal.4th p. 240.) “The\r\ncourt does not,

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however, assume the truth of contentions, deductions or\r\nconclusions of law. [Citation.]” (Durell\r\nv.

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Sharp Healthcare (2010) 183 Cal.App.4th 1350, 1358.)

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A\r\ngeneral demurrer may be brought under Code of Civil Procedure section 430.10,\r\nsubdivision (e) if insufficient facts are stated to support the cause of action\r\nasserted or under section 430.10, subdivision (a), where the court has no\r\njurisdiction of the subject of the cause of action alleged in the pleading. All\r\nother grounds listed in Section 430.10, including uncertainty under subdivision\r\n(f), are special demurrers. Special demurrers are not allowed in limited\r\njurisdiction courts. (Code Civ. Proc., § 92, subd. (c).)

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Leave to\r\namend must be allowed where there is a reasonable possibility of successful\r\namendment. (Goodman v. Kennedy (1976)\r\n18 Cal.3d 335, 348.) The burden is on\r\nthe complainant to show the Court that a pleading can be amended successfully.\r\n(Id.)

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Finally,\r\nCode of Civil Procedure section 430.41 requires that “[b]efore filing a demurrer\r\npursuant to this chapter, the demurring party shall meet and confer in person\r\nor by telephone with the party who filed the pleading that is subject to\r\ndemurrer for the purpose of determining whether an agreement can be reached\r\nthat would resolve the objections to be raised in the demurrer.” (Code Civ.\r\nProc., § 430.41, subd. (a).) The parties are to meet and confer at least five\r\ndays before the date the responsive pleading is due. (Code Civ. Proc., §\r\n430.41, subd. (a)(2).) Thereafter, the demurring party shall file and serve a\r\ndeclaration detailing their meet and confer efforts. (Code Civ. Proc., §\r\n430.41, subd. (a)(3).)

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B. First and Fourth Cause of Action – Breach of\r\nContract and Breach of Warranty as to Defendants East West and Panahpour

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As an initial matter, the Court notes that Plaintiff\r\nargues the Demurrer is untimely. However, an untimely demurrer is not\r\nnecessarily fatal as a trial court has discretion to consider an untimely\r\ndemurrer. (Jackson v Doe (2011) 192 Cal.App.4th 742, 750.) The Court\r\nexercises such discretion here.

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Moving Defendants demur to the first and fourth cause of\r\naction on the basis that they do not state sufficient facts and are uncertain.\r\n(Notice of Dem., p. 2.) However, as discussed above, only general demurrers in\r\nlimited jurisdiction courts are permitted. Thus, the Court only considers the\r\ndemurrer on the basis that it fails to state sufficient facts.

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As to the first and fourth causes of action, Plaintiff\r\nalleges the following: (1) that Plaintiff entered into a written contract with\r\nDefendant East West whereby Defendant East West would purchase certain goods to\r\nbe supplied by Plaintiff for consumer use during the pandemic; (2) that\r\nDefendant Panahpour personally guaranteed the debt of Defendant East West; (3)\r\nthat Plaintiff supplied said goods to Defendant East West for sale to TJ Maxx\r\nand potentially other retailers; (4) that Plaintiff invoiced Defendants in the\r\namount of $19,503.88; (5) that Defendant East West was paid in full for\r\nPlaintiff’s products; (6) that Plaintiff complied with all obligations of its\r\ncontract with East West but Defendants East West and Panahpour failed to pay\r\nfor the merchandise that was “delivered in good order and in timely fashion”; and\r\n(7) that Defendant Panahpour is liable as the alter ego of Defendant East West.\r\n(SAC, ¶¶ 1-16, 30-33, Exh A.) Plaintiff attached a copy of the parties\r\npurported agreement, entitled “Promissory Note” which includes a personal\r\nguaranty executed by Defendant Panahpour, to the SAC. (Id.)

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Moving Defendants first take issue with the title of the\r\nparties agreement, arguing that it is a “Promissory Note” not a contract for\r\nthe sale of goods as alleged in the SAC. (Dem., p. 5.) The Promissory Note states,\r\nin pertinent part:

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“FOR VALUE RECEIVED, East West Capital, LLC…hereby\r\npromises to pay Alcomed, LLC…, in lawful money of the United States of America,\r\nthe principal amount of Eighty One Thousand and Sixty Two and 60/100\r\n($81,062.60) that shall be advanced for certain purchase order by\r\n[Defendant East West] to [Plaintiff] as of the date first set forth above in\r\naccordance with the Delivery specified below and the product specifications\r\nrequired by [Defendant East West]’s customer TJ Maxx.”

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(SAC, Exh. 1.)

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Thus, the Promissory Note\r\ndemonstrates that certain money was advanced to Defendant East West by\r\nPlaintiff for the purchase of certain consumer goods from Plaintiff. Moving\r\nDefendants argue that although a negotiable instrument can be used to prove an\r\nunderlying obligation represented by the commercial paper, Plaintiff is improperly\r\nrelying on the Promissory Note to support an unrelated and subsequent transaction.\r\n(Id.; Reply, pp. 2-3.) In support of this argument, moving Defendants\r\npoint out that Plaintiff is not seeking $81,062.60 in damages and that the\r\nSeptember 14 and September 18 invoices are “future final invoices” which are\r\nnot referenced in the Promissory Note. (Id.)

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The Court is not persuaded. First, that Plaintiff does\r\nnot seek the full amount referenced in the agreement does not demonstrate the\r\nPromissory Note pertains to a different matter; rather, it appears that only a\r\npartial balance under the Promissory Note remains due. As for moving Defendants’\r\nargument that the invoices dated September 14 and 18 pertain to a different\r\nmatter, the Court rejected this argument at the hearing on Defendants’ first\r\ndemurrer. (2/22/21 Minute Order.) The fact that the invoices are dated after\r\nthe contemplated delivery date does not conclusively demonstrate that the\r\ninvoices pertain to a different matter. Nothing on the face of the SAC or the\r\nattached exhibits leads the Court to conclude otherwise.

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Defendants also argue that the Promissory Note includes a\r\ncondition precedent which requires that Plaintiff specifically plead, rather\r\nthan generally plead, its compliance. (Mot., pp. 5-6; Reply, pp. 2-3.) They\r\nfurther argue that Plaintiff did not and cannot allege that they timely\r\ndelivered the goods. (Id.)

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Code of Civil\r\nProcedure section 457 provides that, “[i]n pleading the performance of\r\nconditions precedent in a contract, it is not necessary to state the\r\nfacts showing such performance, but it may be stated generally that the\r\nparty duly performed all conditions on his part…” (Emphasis added.) Thus,\r\nPlaintiff is not required to specifically plead facts demonstrating it complied\r\nwith any conditions precedent. Plaintiff’s allegations that it delivered the\r\nsubject goods “in good order and in timely fashion” and that it “complied with\r\nall obligations of [the] contract” are sufficient. (SAC, ¶ 14.) Further, to the\r\nextent Defendants argue the merits of the action via extrinsic evidence, that\r\nis improper at the demurrer stage.

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Defendants next argue Plaintiffs’ alter ego allegations\r\nagainst Defendant Panahpour are insufficient. (Dem., p. 8; Reply, p. 5.)

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The SAC alleges: (1) that Defendant Panahpour dominated\r\nand controlled the business dealings of Defendant East West; (2) that a unity\r\nof interest and ownership existed between Defendant Panahpour and Defendant\r\nEast West; (3) that Defendant East West was a mere shell and conduit for\r\nDefendant Panahpour’s affairs; (4) that Defendant East West was inadequately\r\ncapitalized and failed to abide by corporate formalities; (5) that Defendant\r\nPanahpour used Defendant East West’s assets as his own; and (6) that recognizing\r\nthe separate existence between Defendant East West and Defendant Panahpour\r\nwould promote injustice. (SAC, ¶ 11.)

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Without further discussion, Defendants cite Wells\r\nFargo Bank, N.A. v. Weinberg (2014) 227 Cal.App. 4th 1, 6-7 and Varsey\r\nv. California Dance Studio (1977) 70 Cal.App.3d 742, 749, for the\r\nproposition that Plaintiff’s alter ego allegations are insufficient. Wells\r\nFargo, however, did not discuss the sufficiency of alter ego allegations at\r\nthe pleading stage. Rather, it involved a plaintiff who had not included any\r\nalter ego allegations in its complaint, but later sought to amend a judgment to\r\ninclude an attorney as an alter ego. (Wells Fargo Bank, N.A. v. Weinberg,\r\nsupra, 227 Cal.App. 4th at p. 6-7.) In Varsey, the Court found alter\r\nego allegations to be insufficient because the plaintiff only alleged that the\r\nindividuality and separateness of the corporation had ceased and that the\r\ncorporation was the alter ego of the individual defendants. (Varsey v.\r\nCalifornia Dance Studio, supra, 70 Cal.App.3d at p. 745-749.) Here, Plaintiff\r\nalleges more than the plaintiff in Varsey. Indeed, Plaintiff’s allegations\r\nare essentially the same as those the court in Rutherford Holdings, LLC v.\r\nPlaza Del Rey (2014) 223\r\nCal.App.4th 221, 235-36 found to be sufficient. Accordingly, the Court finds\r\nthem to be sufficient here.

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The Demurrer as to the first\r\nand fourth causes of action are thus OVERRULED.

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B. Second Cause of Action –\r\nFraud and Deceit as to all Defendants

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“ ‘The elements of fraud, which give rise to the tort\r\naction for deceit, are (a) misrepresentation (false representation,\r\nconcealment, or nondisclosure); (b) knowledge of falsity (or “scienter”); (c)\r\nintent to defraud, i.e., to induce reliance; (d) justifiable reliance; and (e)\r\nresulting damage.’ ” (Lazar v. Superior Court (1996) 12 Cal.4th 631,\r\n638.) In addition, “[t]he requirement\r\nof specificity in a fraud action against a corporation requires the plaintiff\r\nto allege the names of the persons who made the allegedly fraudulent\r\nrepresentations, their authority to speak, to whom they spoke, what they said\r\nor wrote, and when it was said or written.” (Tarmann v. State Farm Mutual Automobile Insurance Co. (1991) 2\r\nCal.App.4th 153, 157.)

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In addition to the allegations\r\ndiscussed above, Plaintiff alleges (1) that from August 2020 through October\r\n2020, Defendants Panahpour and Manjikian falsely represented via telephone,\r\nelectronic communications, and in person, to Plaintiff’s principal, Sasha\r\nMatloob as well as other agents of Plaintiff, including Priscilla Khalil, that\r\nDefendant East West had a special relationship with TJ Maxx and its sister\r\ncompanies which gave Defendant East West a competitive advantage over other\r\nwholesalers and middlemen such that doing business with Defendant East West\r\nwould be economically and strategically beneficial to Plaintiff; (2) that Defendants,\r\nin fact, knew that this statement was false because any wholesaler has the\r\nability to contract with TJ Maxx and its related companies; (3) that Defendants\r\nPanahpour and Defendant Manjikian represented Defendant East West was a\r\nlegitimate, legally compliant entity under California law and concealed that it\r\nhad its corporate charter suspended and revoked; (4) that Defendants, through\r\nthe same methods of communication, promised to timely pay Plaintiff as required\r\nby the parties’ agreement; (5) that Defendant Panahpour, as the owner, and\r\nDefendant Manjikian, as a sales representative, were authorized to speak on\r\nbehalf of Defendant East West and make representations; (6) that the\r\nrepresentations were false and intentional and made to deceive Plaintiff into\r\nentering into a contractual relationship with Defendant East West; (6) that Plaintiff\r\nreasonably relied on those representations; (7) that if Plaintiff had known of\r\nthe falsity of Defendants’ representations, it would not have contracted with\r\nDefendant East West as a “middleman” and would have contracted directly with\r\nretailers to obtain better contract terms; and (8) that Plaintiff suffered\r\neconomic harm as a result of the misrepresentations. (SAC, ¶¶ 1-23)

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Defendants Panahpour\r\nand Manjikian argue that Plaintiff’s statements were an opinion. (Dem., pp.\r\n9-10.) Whether the statements were moving Defendants’ opinions is a fact that\r\nhas not yet been established.

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Defendants also argue\r\nthat they were not in a confidential relationship and thus, it was Plaintiff’s\r\nburden to (1) discover Defendant East West’s status with the California\r\nSecretary of State website and (2) call TJ Maxx to confirm whether a special\r\nrelationship existed between TJ Maxx and Defendant East West as represented by Defendants.\r\n(Dem., pp. 10-11.) Relying on Goodman v. Kennedy (1976) 18\r\nCal.3d 355, 347, moving Defendants argue that a duty to disclose exists when\r\none party to a transaction has sole knowledge or access to material facts and\r\nknows that such facts are not known or reasonably discoverable by the other\r\nparty. (Dem., pp. 10-11.) Indeed, Defendant East West’s status with the\r\nSecretary of State was easily discoverable. However, Defendants allegedly affirmatively misrepresented, not just\r\nallegedly concealed, they had a special relationship with TJ Maxx and its\r\naffiliate companies, a representation that is not as easily verifiable as an\r\nentity’s standing with the Secretary of State.

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The Court finds\r\nPlaintiff’s fraud allegations to be sufficiently particular. Accordingly, the\r\nDemurrer as to this cause of action is OVERRULED.

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C. Third Cause of Action – Negligent Representation as to all Defendants

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A claim for negligent misrepresentation does not require\r\nknowledge of falsity; rather, the plaintiff must show “(1) the\r\nmisrepresentation of a past or existing material fact, (2) without reasonable\r\ngrounds for believing it to be true, (3) with intent to induce another's\r\nreliance on the fact misrepresented, (4) justifiable reliance on the\r\nmisrepresentation, and (5) resulting damage.” (Apollo Capital Fund LLC v.\r\nRoth Capital Partners, LLC (2007) 158 Cal.App.4th 226, 243.)

\r\n\r\n

\r\n\r\n

In addition to the allegations discussed above, Plaintiff\r\nalleges (1) that Defendants negligently represented that Defendant East West\r\nhad a special relationship with TJ Max, which would give Plaintiff a\r\ncompetitive advantage over other wholesalers or middlemen, such that\r\ncontracting with Defendant East West was economically and strategically\r\nbeneficial to Plaintiff; (2) that Defendants misrepresented Defendant East West\r\nwas a legitimate, legally-compliant entity under California law and concealed\r\nthat the corporate Defendant had its charter revoked; (3) that each Defendant misrepresented\r\nPlaintiff would be timely and fully paid under the alleged agreement; (4) that\r\nthe representations were negligently made to induce Plaintiff into signing a\r\ncontract and entering a business relationship with Defendants; (5) that\r\nPlaintiff reasonably relied on these statements to its detriment and was\r\neconomically harmed. (SAC, ¶¶ 1-29.)

\r\n\r\n

\r\n\r\n

Moving Defendants demur on the basis the facts alleged\r\nare the same as those alleged in the fraud cause of action, without the element\r\nof intent, and for the same reasons previously argued, this cause of action\r\nfails as there were no material misrepresentations and no reasonable reliance.\r\n(Dem., p. 12; Reply, pp. 4-5.)

\r\n\r\n

\r\n\r\n

The Court disagrees. Plaintiff sufficiently alleges each\r\nof the elements set forth above. Accordingly, the Demurrer as to the third\r\ncause of action is also OVERRULED.

\r\n\r\n

\r\n\r\n

IV. \r\nMotion\r\nto Strike

\r\n\r\n

\r\n\r\n

A. Legal Standard

\r\n\r\n

\r\n\r\n

California law authorizes a party’s motion to strike\r\nmatter from an opposing party’s pleading if it is irrelevant, false, or improper.\r\n(Code Civ. Proc. §§ 435; 436, subd. (a).) Motions may also target pleadings or\r\nparts of pleadings that are not filed or drawn in conformity with applicable\r\nlaws, rules, or orders. (Code Civ. Proc. § 436, subd. (b).)

\r\n\r\n

\r\n\r\n

However, motions to strike in limited jurisdiction courts\r\nmay only challenge pleadings on the basis that “the damages or relief sought\r\nare not supported by the allegations of the complaint.” (Code Civ. Proc. § 92,\r\nsubd. (d).) The Code of Civil Procedure\r\nalso authorizes the Court to act on its own initiative to strike matters,\r\nempowering the Court to enter orders striking matter “at any time in its\r\ndiscretion, and upon terms it deems proper.” (Code Civ. Proc. § 436.)

\r\n\r\n

\r\n\r\n

Finally, Code of Civil Procedure section 435.5 requires\r\nthat “[b]efore filing a motion to strike pursuant to this chapter, the moving\r\nparty shall meet and confer in person or by telephone with the party who filed\r\nthe pleading that is subject to the motion to strike for the purpose of\r\ndetermining whether an agreement can be reached that resolves the objections to\r\nbe raised in the motion to strike.” (Code Civ. Proc. § 435.5, subd. (a).)

\r\n\r\n

\r\n\r\n

B. Discussion

\r\n\r\n

\r\n\r\n

Moving Defendants seek to strike (1)\r\nParagraph 7 of the SAC; (2) the first cause of action as a whole; (3) the alter\r\nego allegations as a whole; (4) the fourth cause of action; (5) certain\r\nstatements in the second cause of action; (6) the second and third causes of action\r\nas a whole; and (7) the punitive damages and the attorney’s fees request.\r\n(Notice of Mot., pp. 4-5.) As discussed above, a motion to strike in limited\r\njurisdiction courts may only be brought on the basis that the damages sought\r\nare not supported by the allegations of the complaint. (Code Civ. Proc. § 92,\r\nsubd. (d).) Accordingly, the Court only examines Defendants’ arguments\r\nregarding whether the allegations support Plaintiff’s punitive damages and\r\nattorney’s fees request.

\r\n\r\n

\r\n\r\n

1. Punitive Damages\r\n

\r\n\r\n

\r\n\r\n

“In order to survive a motion to strike an allegation of\r\npunitive damages, the ultimate facts showing an entitlement to such relief must\r\nbe pled by a plaintiff.” (Clauson v.\r\nSuperior Court (1998) 67 Cal.App.4th 1253, 1255.) A request for punitive damages\r\nmay be made pursuant to Civil Code section 3294 which provides that “[i]n an\r\naction for the breach of an obligation not arising from contract, where it is\r\nproven by clear and convincing evidence that the defendant has been guilty of\r\noppression, fraud, or malice, the plaintiff, in addition to the\r\nactual damages, may recover damages for the sake of example and by way of\r\npunishing the defendant.” (Civ. Code, § 3294, subd. (a).) (Emphasis added.)

\r\n\r\n

\r\n\r\n

Moving Defendants argue that punitive damages are not\r\nrecoverable in a breach of contract action, even if the breach is willful or\r\nfraudulent. (Mot., p. 11-12.) However, Plaintiff prays for punitive damages in\r\nconnection with its third cause of action for fraud only. (SAC, ¶¶ 23, Prayer.)\r\n“Punitive damages are recoverable in those fraud actions involving intentional,\r\nbut not negligent, misrepresentations.” (Alliance Mortgage Co. v. Rothwell\r\n(1995) 10 Cal.4th 1226, 1241.)

\r\n\r\n

\r\n\r\n

As concluded above, Plaintiff’s fraud cause of action was\r\nsufficiently pleaded. Thus, Plaintiff’s request for punitive damages is sufficiently\r\nsupported by its fraud allegations in the SAC.

\r\n\r\n

\r\n\r\n

2. Request\r\nfor Attorney’s Fees

\r\n\r\n

\r\n\r\n

Moving Defendants argue that the attached document to the\r\nSAC, the Promissory Note, is a negotiable instrument not a contract for the\r\nsale of goods. (Mot., p. 12.) On this basis, they argue that the request for\r\nattorney’s fees cannot be based on this inapplicable document. (Id.)

\r\n\r\n

\r\n\r\n

As discussed in the Demurrer section, the Promissory Note\r\nsufficiently demonstrates the parties contracted to pay a certain sum for the\r\ndelivery of certain goods. Thus, the breach of contract claim is sufficiently\r\npleaded and supported. The Promissory Note includes a provision for attorney’s\r\nfees incurred in enforcing the parties’ agreement. (SAC, Exh. 1.) Thus,\r\nPlaintiff’s request for attorney’s fees is also sufficiently supported.

\r\n\r\n

\r\n\r\n

Defendants Panahpour and Manjikian’s\r\nMotion to Strike is therefore DENIED in its entirety.

\r\n\r\n

\r\n\r\n

V. \r\nConclusion\r\n& Order

\r\n\r\n

\r\n\r\n

For the foregoing reasons, Defendants\r\nMajid Panahpour and Victoria Manjikian’s Demurrer to Plaintiff’s Second Amended\r\nComplaint is OVERRULED and their Motion to Strike is DENIED.

\r\n\r\n

\r\n\r\n

Moving party is ordered to give\r\nnotice.

"

Case Number: 20STLC10309    Hearing Date: April 27, 2021    Dept: 25

HEARING DATE: Tue., April 27, 2021 JUDGE /DEPT: Chilton/25

CASE NAME: Alcomed, LLC v. Panahpour, et al. COMPL. FILED: 12-10-20

CASE NUMBER: 20STLC10309 DISC. C/O: 05-10-22

NOTICE: OK DISC. MOT. C/O: 05-25-21

TRIAL DATE: 06-09-22

PROCEEDINGS: DEMURRER TO PLAINTIFF’S FIRST AMENDED COMPLAINT

MOVING PARTY: Defendants Majid Panahpour and Victoria Manjikian

RESP. PARTY: Plaintiff Alcomed, LLC

DEMURRER

(CCP § 430.10, et seq.)

TENTATIVE RULING:

Defendants Majid Panahpour and Victoria Manjikian’s Demurrer is OVERRULED as to the fourth cause of action and SUSTAINED WITH 20 DAYS’ LEAVE TO AMEND as to the first, second, and third causes of action.

SERVICE:

[X] Proof of Service Timely Filed (CRC, rule 3.1300) OK

[X] Correct Address (CCP §§ 1013, 1013a) OK

[X] 16/21 Court Days Lapsed (CCP §§ 12c, 1005(b)) OK

OPPOSITION: Filed on March 12, 2021 [ ] Late [ ] None

REPLY: Filed on March 17, 2021 [ ] Late [ ] None

ANALYSIS:

I. Background

Plaintiff Alcomed, LLC (“Plaintiff”) filed a Complaint alleging breach of contract, fraud and deceit, negligent misrepresentation, and breach of guaranty against Defendants Majid Panahpour (“Panahpour”), Victoria Manjikian (“Manjikian”) (collectively, “Moving Defendants”), and East West Capital, LLC (“East West”). On December 11, 2020, Plaintiff filed a First Amended Complaint (the “FAC”).

Defendants Panahpour and Manjikian filed the instant Demurrer to Plaintiff’s First Amended Complaint (the “Demurrer”) on February 22, 2021. Plaintiff filed an Opposition on March 12, and Defendants Panahpour and Manjikian filed a Reply brief on March 25.

II. Legal Standard

“The primary function of a pleading is to give the other party notice so that it may prepare its

case [citation], and a defect in a pleading that otherwise properly notifies a party cannot be said to

affect substantial rights.” (Harris v. City of Santa Monica (2013) 56 Cal.4th 203, 240.)

“A demurrer tests the legal sufficiency of the factual allegations in a complaint.” (Ivanoff v. Bank of

America, N.A. (2017) 9 Cal.App.5th 719, 725.) The Court looks to whether “the complaint alleges

facts sufficient to state a cause of action or discloses a complete defense.” (Id.) The Court does not

“read passages from a complaint in isolation; in reviewing a ruling on a demurrer, we read the

complaint ‘as a whole and its parts in their context.’ [Citation.]” (West v. JPMorgan Chase Bank,

N.A. (2013) 214 Cal.App.4th 780, 804.) The Court “assume[s] the truth of the properly pleaded

factual allegations, facts that reasonably can be inferred from those expressly pleaded and matters of

which judicial notice has been taken.” (Harris, supra, 56 Cal.4th p. 240.) “The court does not,

however, assume the truth of contentions, deductions or conclusions of law. [Citation.]” (Durell v.

Sharp Healthcare (2010) 183 Cal.App.4th 1350, 1358.)

A general demurrer may be brought under Code of Civil Procedure section 430.10, subdivision (e) if insufficient facts are stated to support the cause of action asserted or under section 430.10, subdivision (a), where the court has no jurisdiction of the subject of the cause of action alleged in the pleading. All other grounds listed in Section 430.10, including uncertainty under subdivision (f), are special demurrers. Special demurrers are not allowed in limited jurisdiction courts. (Code Civ. Proc., § 92, subd. (c).)

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. (Id.)

Finally, Code of Civil Procedure section 430.41 requires that “[b]efore filing a demurrer pursuant to this chapter, the demurring party shall meet and confer in person or by telephone with the party who filed the pleading that is subject to demurrer for the purpose of determining whether an agreement can be reached that would resolve the objections to be raised in the demurrer.” (Code Civ. Proc., § 430.41, subd. (a).) The parties are to meet and confer at least five days before the date the responsive pleading is due. (Code Civ. Proc., § 430.41, subd. (a)(2).) Thereafter, the demurring party shall file and serve a declaration detailing their meet and confer efforts. (Code Civ. Proc., § 430.41, subd. (a)(3).)

III. Request for Judicial Notice

Moving Defendants request judicial notice of (1) the Promissory Note between Defendant East West and Plaintiff, dated August 14, 2020, which includes the personal guaranty of Defendant Panahpour; (2) Plaintiff’s Proforma Invoice to Defendant East West dated August 14, 2020 with Defendant East West’s post-dated Check No. 1284 superimposed upon the invoice; (3) an August 20, 2020 email from Sabrina Matloob to Defendant Panahpour; and (4) a September 9, 2020 email from Priscilla Kalil to TJ Maxx. (Dem., RJN, Exhs. 1-4.)

Moving Defendants’ request as to Exhibit No. 1 is GRANTED as it is attached to Plaintiff’s FAC and is thus already part of the Court’s record. (Evid. Code, § 452, subd. (d).)

However, because the request as to Exhibits Nos. 2-4 does not fall within any category of permissible judicial notice, it is DENIED.

Without further discussion, Moving Defendants argue that pursuant to the holdings in George v. Automobile Club of Southern California (2011) 201 Cal.App.4th 1112, 1128, Elmore v. Oak Valley Hospital District (1988) 204 Cal.App.3d 716, 722, and C.R. v. Tenet Healthcare Corp. (2009) 169 Cal.App.4th 1094, 1102-03, judicial notice is appropriate. (Dem., RJN, p. 2.)

George v. Automobile Club of Southern California mentions judicial notice only in passing to state that a court considering a demurrer may not take judicial notice of the interpretation of documents. (George v. Automobile Club of Southern California, supra, 201 Cal.App.4th at p. 1126.) In Elmore v. Oak Valley, the Court held that in ruling on a demurrer, a court may take judicial notice of a document filed with the Secretary of State. (Elmore v. Oak Valley Hospital District, supra, 204 Cal.App.3d at 722.) Finally, in C.R. v. Tenet Healthcare Corp., the court held that taking judicial notice of the existence of three Department of Healthcare licenses did not negate the allegations of the plaintiffs’ complaint. (C.R. v. Tenet Healthcare Corp., supra, 169 Cal.App.4th at p. 1104.) Thus, it is unclear how these cases support Moving Defendants’ request.

Moving Defendants also cite Evidence Code section 452, subdivision (h). However, facts contemplated by subdivision (h) generally include “facts which are widely accepted as established by experts and specialists in the natural, physical, and social sciences which can be verified by reference to treatises, encyclopedias, almanacs and the like or by persons learned in the subject matter.” (Gould v. Maryland Sound Industries, Inc. (1995) 31 Cal.App.4th 1137, 1145.) The August 14, 2020 invoice and two emails represent no such widely accepted matter.

IV. Discussion

The Demurrer is accompanied by a meet and confer declaration as required by Code of Civil Procedure section 430.41, subdivision (a).) (Dem., Sindicich Decl., ¶ 4.)

A. Alter Ego Allegations

First, Moving Defendants argue Plaintiff’s alter ego allegations are insufficient. (Dem., pp. 11:22-12:14.) The Court agrees. Plaintiff alleges only that Defendant Panahpour is the alter ego of Defendant East West. (FAC, ¶ 11.)

In Rutherford Holdings, LLC v. Plaza Del Rey (2014) 223 Cal.App.4th 221, 235-36, the court held that the following alter ego allegations were sufficient to survive a demurer: that the individual defendant dominated and controlled the entity defendant; that a unity of interest and ownership existed between the individual defendant and entity defendant; that the entity defendant was a mere shell and conduit for the individual defendant’s affairs; that the entity defendant was inadequately capitalized; that the entity defendant failed to abide by corporate formalities; that the individual defendant used the entity defendant’s assets as her own; and that recognizing the separate existence of the entity defendant would promote injustice.

Plaintiff does not include such allegations in its FAC. Thus, Plaintiff’s alter ego allegations are insufficient.

B. First and Fourth Causes of Action – Breach of Contract and Breach of Guaranty

To establish a cause of action for breach of contract, the plaintiff must plead and prove (1) the existence of the contract, (2) the plaintiff’s performance or excuse for nonperformance, (3) the defendant’s breach, and (4) resulting damages to the plaintiff. [Citation.]” (Maxwell v. Dolezal (2014) 231 Cal.App.4th 93, 97-98.) “If the action is based on an alleged breach of a written contract, the terms must be set out verbatim in the body of the complaint or a copy of the written agreement must be attached and incorporated by reference.” (Harris v. Rudin, Richman & Appel (1999) 74 Cal.App.4th 229, 307.)

Plaintiff alleges the following: (1) that Plaintiff entered into a written Promissory Note with Defendant East West for the purchase of certain goods, i.e., hand sanitizers, to be supplied by Plaintiff (the “Promissory Note”); (2) that the Promissory Note provides that Defendant East West promised to pay Plaintiff $81,062.60 that was advanced for a certain purchase order for goods in accordance with delivery and product specifications of Defendant East West’s customer, TJ Maxx; (3) that the Promissory Note was payable in full on or before October 10, 2020 or after an event of default as defined in the parties’ agreement; (4) that a condition precedent of the Promissory Note was that Plaintiff completed timely delivery of the goods; (5) that, under the Promissory Note, “delivery” is defined as notification from Plaintiff to Defendant East West that the goods are ready for pickup; (6) that delivery was to occur on or before September 10, 2020; (7) that Defendant Panahpour executed a personal guaranty which states he “guarantee[d] to [Plaintiff] the payment by [Defendant East West] of all amounts due” under the Promissory Note; (8) that Plaintiff timely supplied Defendant East West with hand sanitizers for sale to TJ Maxx and other potential retailers; (9) that Plaintiff invoiced Defendant East West in the amount of $19,503.88; (10) that the hand sanitizers were successfully sold to one or more retailers; (11) that neither Defendant East West nor Defendant Panahpour paid Plaintiff for the hand sanitizers; (12) that Defendants Panahpour and Manjikian caused Defendant East West’s failure to pay; (13) that Defendant Panahpour is liable as the alter ego of Defendant East West; and (14) that there remains an amount due and owing which is not less than $24,000.00. (FAC, ¶¶ 6-16, 29-32, Exhs. A, B.) Plaintiff attaches a copy of the Promissory Note as well as two allegedly unpaid invoices dated September 14, 2020 and September 18, 2020. (Id.)

Moving Defendants argue the first cause of action for breach of contract and the fourth cause of action for breach of personal guaranty fail to state sufficient facts to constitute any cause of action. (Dem., pp. 2-3, ¶¶ 1, 5.) Specifically, they argue the Promissory Note, which required delivery on or before September 10, 2020, has no bearing on the invoices, which are a separate matter as evidenced by their dates, September 14 and 18, 2020. (Dem., p. 5:9-21.) The Court is not persuaded. The fact that the invoices are dated after the contemplated delivery date does not conclusively demonstrate that the invoices pertain to a different matter.

Relying on Defendant Panahpour’s declaration and attached email exhibits, Moving Defendants next argue delivery did not take place as required. (Dem., p. 6:1-5.) However, arguing the merits of the action at the demurrer stage is improper as all factual allegations in Plaintiff’s FAC are taken as true. (Harris, supra, 56 Cal.4th p. 240.) Further, as explained above, the emails on which Moving Defendants rely are not judicially noticeable. Thus, the Court declines to sustain the Demurrer on this basis.

As to the first cause of action, to the extent Plaintiff alleges Defendant Panahpour is individually liable for entity Defendant East West’s breach under an alter ego theory of liability, additional allegations are needed. However, the fourth cause of action for breach of guaranty as to Defendant Panahpour only is sufficiently pleaded.

Thus, the Demurrer is SUSTAINED WITH 20 DAYS’ LEAVE TO AMEND as to the first cause of action and OVERRULED as to the fourth cause of action.

C. Second Cause of Action – Fraud and Deceit

“ ‘The elements of fraud, which give rise to the tort action for deceit, are (a) misrepresentation (false representation, concealment, or nondisclosure); (b) knowledge of falsity (or “scienter”); (c) intent to defraud, i.e., to induce reliance; (d) justifiable reliance; and (e) resulting damage.’ ” (Lazar v. Superior Court (1996) 12 Cal.4th 631, 638.) In addition, “[t]he requirement of specificity in a fraud action against a corporation requires the plaintiff to allege the names of the persons who made the allegedly fraudulent representations, their authority to speak, to whom they spoke, what they said or wrote, and when it was said or written.” (Tarmann v. State Farm Mutual Automobile Insurance Co. (1991) 2 Cal.App.4th 153, 157.)

As to all Defendants, Plaintiff alleges the following: (1) that each Defendant falsely represented to Plaintiff that Defendant East West had a special relationship with TJ Maxx “which gave [Defendant] East West a competitive advantage over other wholesalers and middlemen such that employing [Defendant] East West to sell [P]laintiff’s merchandise to [Defendant] East West would be economically and strategically beneficial to [P]laintiff”; (2) that each Defendant misrepresented that Defendant East West was a legitimate, legally-compliant entity under California law; (3) that Defendants concealed that Defendant East West had its corporate charter revoked and as such, was not allowed to enter into contracts; (4) that each Defendant falsely promised that Plaintiff would be timely and fully paid pursuant to the Promissory Note; (5) that each representation was false and made to deceive Plaintiff into entering a contract with Defendant East West and into entering a busines relationship with Defendants; (6) that Plaintiff reasonably relied on Defendants’ statements; (7) that Plaintiff was harmed by Defendants’ misrepresentations; and (8) that Plaintiff has sustained damages in an amount to be proven at trial but not less than $24,000. (FAC, ¶¶ 17-22.)

Moving Defendants argue that this cause of action fails because Plaintiff did not allege it did not gain an advantage by contracting with Defendant East West, that Plaintiff did not allege a special relationship with Defendant East West such that disclosure of its suspended status with the Secretary of State was required, and that its suspended status was available to the public on the California Secretary of State website. (Dem., pp. 8:20-9:10.) On this basis, Moving Defendants argue that Plaintiff cannot allege reliance upon statements made about Defendant East West’s ability to enter into contracts. (Id.) However, Moving Defendants do not address Plaintiff’s other allegations that it relied on and was damaged by Defendants’ misrepresentations regarding the supposed special relationship with TJ Maxx and that Plaintiff would be timely and fully paid for the goods under their agreement.

To the extent Moving Defendants argue the damages are not supported by the allegations, a demurrer on this basis is improper. (Kong v. city of Hawaiian Gardens Redevelopment Agency (2002) 108 Cal.App.4th 1028, 1047 [finding that although allegations in a complaint were insufficient as a matter of law to support the plaintiff’s request for damages, “a demurrer cannot be rightfully sustained to a part of a cause of action or to a particular type of damage or remedy”].) An improper request for damages should be challenged via motion to strike.

Finally, Moving Defendants argue that the allegations do not meet the specificity requirements of a fraud cause of action against an entity. The Court agrees. Plaintiff does not allege how the alleged misrepresentations were made (i.e., written or oral), the authority of the speaker(s), to whom the representations were made, and when the representations were made.

Thus, the Demurrer as to second cause of action is SUSTAINED WITH 20 DAYS’ LEAVE TO AMEND.

D. Third Cause of Action Negligent Misrepresentation

A claim for negligent misrepresentation does not require knowledge of falsity; rather, the plaintiff must show “(1) the misrepresentation of a past or existing material fact, (2) without reasonable grounds for believing it to be true, (3) with intent to induce another's reliance on the fact misrepresented, (4) justifiable reliance on the misrepresentation, and (5) resulting damage.” (Apollo Capital Fund LLC v. Roth Capital Partners, LLC (2007) 158 Cal.App.4th 226, 243.)

As to the third cause of action against all Defendants, Plaintiff alleges, (1) that each Defendant negligently represented to Plaintiff that Defendant East West had a special relationship with TJ Maxx, “which gave [Defendant] East West a competitive advantage over other wholesalers and middlemen, such that employing [Defendant] East West to sell [P]laintiff’s merchandise to [Defendant] East West would be economically and strategically beneficial to [P]laintiff”; (2) that each Defendant negligently misrepresented Defendant East West was in good standing under California law; (3) that each Defendant concealed Defendant East West’s charter was revoked such that it was a defunct entity unable to contract with anyone; (3) that each Defendant falsely promised that Plaintiff would be timely and fully paid for any contract entered into; (4) that each representation was false and negligently made to deceive Plaintiff into signing a contract with Defendant East West and to induce Plaintiff to enter into a business relationship with Defendants; and (5) that Plaintiff reasonably relied on Defendants’ statements, which ultimately harmed Plaintiff in an amount not less than $24,000. (FAC, ¶¶ 23-28.)

Moving Defendants again argue this cause of action fails because Plaintiff did not allege it did not gain any advantage by contracting with Defendant East West. (Dem., p. 10:9-19.) This is not required, however. As similarly noted above, Moving Defendants ignore that Plaintiff also alleges that each Defendant negligently misrepresented the nature of Defendant East West’s relationship with retailer TJ Maxx, that each Defendant negligently misrepresented Plaintiff intended to timely and fully compensate Plaintiff, that the misrepresentations were intended to induce Plaintiff, that Plaintiff reasonably relied on these misrepresentations, and that Plaintiff was damaged as a result of its reliance. Ordinarily, this is sufficient.

Moving Defendants also argue the FAC does not allege Defendant Manjikian had ostensible authority to act on behalf of Defendant East West and, as a result, the second and third causes of action for misrepresentation fail to state a claim against her. (Dem., p. 11:8-20.) However, an agent can be liable for his or her own torts, whether the principal is liable or not and even if the agent acted pursuant to the principal’s directions. (Peredia v. HR Mobile Services, Inc. (2018) 25 Cal.App.5th 680, 692.) Plaintiff alleges that Defendant Manjikian intentionally and negligently misrepresented the facts discussed above. Thus, she may be held liable for her misrepresentations, intentional or negligent.

However, to the extent Plaintiff seeks liability against Defendant Panahpour individually on an alter ego theory of liability, as noted in Subsection A above, additional allegations are needed.

Thus, the Demurrer as to the third cause of action is SUSTAINED WITH 20 DAYS’ LEAVE TO AMEND.

V. Conclusion & Order

For the foregoing reasons, Defendants Majid Panahpour and Victoria Manjikian’s Demurrer is OVERRULED as to the fourth cause of action and SUSTAINED WITH 20 DAYS’ LEAVE TO AMEND as to the first, second, and third causes of action.

Moving parties are ordered to give notice.

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