“[T]he elements of a cause of action for fraud based on concealment are:

1. the defendant must have concealed or suppressed a material fact,
2. the defendant must have been under a duty to disclose the fact to the plaintiff,
3. the defendant must have intentionally concealed or suppressed the fact with the intent to defraud the plaintiff,
4. the plaintiff must have been unaware of the fact and would not have acted as he did if he had known of the concealed or suppressed fact, and
5. as a result of the concealment or suppression of the fact, the plaintiff must have sustained damage.”

(Kaldenbach v. Mutual of Omaha Life Ins. Co. (2009) 178 Cal.App.4th 830, 850, 100 Cal.Rptr.3d 637; Bigler-Engler v. Breg, Inc. (2017) 7 Cal.App.5th 276, 310–311; Hambridge v. Healthcare Partners Medical Group, Inc. (2015) 238 Cal.App.4th 124, 162.)

Concealment of a Material Fact

Fraud must be pleaded with specificity rather than with general and conclusory allegations. (Boschma v. Home Loan Center, Inc. (2011) 198 Cal.App.4th 230, 248.) This means that a plaintiff must plead every element of fraud with specificity (Tarmann v. State Farm Mut. Auto. Ins. Co. (1991) 2 Cal.App.4th 153, 157) and plead facts which show how, when, where, to whom, and by what means the representations were tendered (Hamilton v. Greenwich Investors XXVI, LLC (2011) 195 Cal.App.4th 1602, 1614).

In addition, when a plaintiff is asserting fraud against a corporate defendant, the plaintiff must 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. (Tenet Healthsystem Desert, Inc. v. Blue Cross of California (2016) 245 Cal.App.4th 821, 838.)

Although the general rule states that a fraud claim must be specifically pleaded, less specificity is required if “it appears from the nature of allegations that defendant must necessarily possess full information,” or if the “facts lie more in the knowledge of” opposing parties. (Alfaro v. Community Housing Improvement System & Planning Assn., Inc. (2009) 171 Cal.App.4th 1356, 1384.) “[T]he courts should not... seek to absolve the defendant from liability on highly technical requirements of form in pleading. Pleading facts in ordinary and concise language is as permissible in fraud cases as in any others, and liberal construction of the pleading is as much a duty of the court in these as in other cases.” (Appollo Capital Fund, LLC v. Roth Capital Partners, LLC (2007) 158 Cal.App.4th 226, 242.)

The rule of specificity of pleading is intended to apply only to affirmative representations and not to fraud by concealment. (See Alfaro v. Community Housing Improvement System & Planning Assn., Inc. (2009) 171 Cal.App.4th 1356, 1384; Jones v. ConocoPhillips (2011) 198 Cal.App.4th 1187, 1200 [concealment is sufficiently pled when the complaint as a whole provides sufficient notice of the claims against defendants].) This requirement is thus harder to apply to cases of nondisclosure because, for instance, it is difficult to show “how” and “by what means” something did not happen. (Id.) Fraudulent concealment is usually proven by reasonable inferences drawn from other facts. (Tenzer v. Superscope, Inc. (1985) 39 Cal.3d 18, 30.) “Every person connected with a fraud is liable for the full amount of the damages. Thus, individuals who are parties to the consummation of a fraud are equally responsible with the person with whom a contract induced by the fraud is made.” (23 Cal.Jur.2d, Fraud and Deceit, § 47, pp. 114-115; Conlin v. Studebaker Bros. Co., 175 Cal. 395, 398 [165 P. 1009].)

Duty to Disclose

There are four circumstances in which nondisclosure or concealment may constitute actionable fraud:

1. when the defendant is in a fiduciary relationship with the plaintiff;
2. when the defendant had exclusive knowledge of material facts not known to the plaintiff;
3. when the defendant actively conceals a material fact from the plaintiff; or
4. when the defendant makes partial representations but also suppresses some material fact.”

(LiMandri v. Judkins (1997) 52 Cal.App.4th 326, 336.)

“[T]o establish fraud through nondisclosure or concealment of facts, it is necessary to show the defendant ‘was under a legal duty to disclose them.’” (OCM Principal Opportunities Fund v. CIBC World Markets Corp. (2007) 157 Cal.App.4th 835, 845.) “Our Supreme Court has described the necessary relationship giving rise to a duty to disclose as a ‘transaction’ between the plaintiff and defendant.” (Bigler-Engler v. Breg, Inc. (2017) 7 Cal.App.5th 276, 311.) “Such a transaction must necessarily arise from direct dealings between the plaintiff and the defendant; it cannot arise between the defendant the public at large.” (Id.)

Where a fiduciary relationship does not exist between the parties, only the latter three circumstances may apply. (Bigler-Engler v. Breg, Inc. (2017) 7 Cal.App.5th 276, 311.) These three circumstances presuppose the existence of some other relationship between the plaintiff and defendant in which a duty to disclose can arise, such as seller and buyer, employer and prospective employee, doctor and patient, or parties entering into any kind of contractual arrangement. (Id.) “Although, typically, a duty to disclose arises when a defendant owes a fiduciary duty to a plaintiff, a duty to disclose may also arise when a defendant possesses or exerts control over material facts not readily available to the plaintiff.” (Magpali v. Farmers Group, Inc. (1996) 48 Cal.App.4th 471, 482, 55 Cal.Rptr.2d 225.) Exclusive knowledge has not been defined literally, but may be met if the defendant had “superior” knowledge of a defect or was in a “superior position of knowledge.” (In re Toyota Motor Corp. Unintended Acceleration Marketing, Sales Practices, and Products Liability Litigation (C.D. Cal. 2010) 754 F.Supp.2d 1145, 1192.)

Intent to Deceive

“[M]ere conclusionary allegations that the omissions were intentional and for the purpose of defrauding and deceiving plaintiffs and bringing about the purchase... and that plaintiffs relied on the omissions in making such purchase are insufficient....” (Goodman v. Kennedy (1976) 18 Cal.3d 335, 347.)

Damages

“One who willfully deceives another with intent to induce him to alter his position to his injury or risk, is liable for any damages which he thereby suffers.” (Code of Civ. Proc., § 1709.) “In order to recover for fraud, as in any other tort, the plaintiff must plead and prove the “detriment proximately caused” by the defendant's tortious conduct. (Code of Civ. Proc., § 3333.) Deception without resulting loss is not actionable fraud. (Hill v. Wrather (1958) 158 Cal.App.2d 818, 825, 323 P.2d 567.) “Whatever form it takes, the injury or damage must not only be distinctly alleged but its causal connection with the reliance on the representations must be shown.” (Service by Medallion, Inc. v. Clorox Co. (1996) 44 Cal.App.4th 1807, 1818.) In other words, “Reliance is an essential element of a fraudulent concealment claim.” (Sevidal v. Target Corp. (2010) 189 Cal.App.4th 905, 928.) “At the pleading stage, the complaint must show a cause and effect relationship between the fraud and damages sought; otherwise no cause of action is stated.” (Patrick v. Alacer Corp. (2008) 167 Cal.App.4th 995, 1017.)