Preview
1 NOREEN BYRNE (SBN 286813)
1374 PACIFIC AVE.
2 SAN FRANCISCO, CA 94109 ELECTRONICALLY
TELEPHONE: (415) 777-4444
3 F I L E D
Superior Court of California,
4
WOOKSUN HONG (SBN 306676) County of San Francisco
LAW OFFICES OF WOOKSUN HONG/
BAY AREA LEGAL INCUBATOR 06/24/2020
5 Clerk of the Court
125 12TH STREET, SUITE 100 – BALI BY: RONNIE OTERO
6 OAKLAND CA, 94607 Deputy Clerk
Telephone: (510) 368-8538
7
ATTORNEYS FOR PLAINTIFF, ANGELA LEUNG
8
9 SUPERIOR COURT OF THE STATE OF CALIFORNIA
10
IN AND FOR THE COUNTY OF SAN FRANCISCO
11
ANGELA LEUNG, ) Case Number: CGC-18-567742
Law Offices of WookSun Hong
Plaintiff )
125 12th Street, Ste. 100-BALI
12
) PLAINTIFF’S OPPOSITION TO
Oakland, CA 94607
13 v. ) DEFENDANT STONESTOWN
) SHOPPING CENTER LP’S
14 STONESTOWN SHOPPING CENTER, LP, ) DEMURRER TO THE FFIFTH
STONESTOWN MEDICAL BUILDING, LLC ) AMENDED COMPLAINT
15 and Does 1 - 10, )
Defendants ) Date: 7-13-2020
16 ) Time: 9:30 a.m.
) Dept: 501
17 )
18 I. INTRODUCTION
19 The only issue that Defendant, Stonestown Shopping Center, LP (“SSC”) meet and
20 confer was that the alleged causes of action for breach of contract are time-barred. See Exhibit
21 1. Also, there was no in-person or by-telephone attempt as required by Cal. Cod. Civ. Proc.
22 430.41. SSC listed 8 grounds on which they demurred to the Fifth Amended Complaint, 7 of
23 which the court repeatedly overruled and rejected already. The only ground that the court has
24 not considered and addressed is the 8th ground: Unfair Business Practice – Failure to amend after
25 Court sustained previous demurrer with leave.
26 SSC’s main argument is the Plaintiff’s claims were time-barred, which they had raised in
27 all of their previous demurrers. At last hearing on November 14, 2019, SSC raised the exact
28 same argument and the court rejected it. Yet, SSC filed another demurrer mainly based on the
1
OPPOSITION TO DEMURRER 5AC by SSC
1 exact same ground. There is no possible legitimate intention behind this demurrer. It is an
2 attempt to frustrate the Plaintiff and prolong the proceedings by misstating the facts of this case.
3 Furthermore, SSC failed to meet and confer before filing this motion. Especially, SSC
4 failed to conduct any form of meet and confer effort at all on uncertainty as to the first and the
5 second causes of action, wither the contract was written or oral, or the third cause of action.
6 SSC’s introductory statements in its points and authorities are misleading. SSC stated
7 that Plaintiff amended her complain five times. However, the initial complaint and the first
8 amended complaint never came into action because the initial complaint which used form
9 pleading was amended shortly after being filed and the second amended complaint was filed
10 because the first amended complaint left out the lease and the addendum. In all fairness, the
11 complaint was amended due to the defendants’ demurrers three times only.
Law Offices of WookSun Hong
125 12th Street, Ste. 100-BALI
12
Oakland, CA 94607
13 II. THE CONTRACT BREACH OF WHICH IS THE BASIS OF THIS ACTION IS A
14 WRITTEN ONE AND ATTACHED TO THE COMPLAINT.
15 SSC continues to try to mislead the court by distorted interpretation of the alleged facts.
16 Plaintiff alleged that there was a promise by SSC that she would have “2 months of access.” It
17 was for mere access, not possession which was the subject of the written contract. Also, Plaintiff
18 alleged there was such a promise but never alleged that the promise was part of the contract the
19 breach of which is the core of this action. It is a mere incidental fact and, throughout the
20 complaint and all filing, Plaintiff was consistent that the effective date of the contract was July 1,
21 2016. Plaintiff never stated or alleged that the effective date of the contract was any earlier date.
22 SSC mixed and confused the access with possession, and promise with contract,
23 repeatedly. In section IV of the memorandum, SSC stated:
24 The allegations. SSC "promised Plaintiff that she would have 2 months access to
25 Ste. 425 before" the Effective Date of the Lease Amendment. [FAC ¶69; see also
26 FAC ¶16]. That necessarily and indisputably means May, 2014. She alleges that
27 SSC's failure to timely deliver possession caused her to lose her contractors and
28 to suffer delays (i.e., damages). E.g., FAC, ¶¶ 21, 27.
2
OPPOSITION TO DEMURRER 5AC by SSC
1 (Pg. 7, lns. 16-20 of SSC’s Dem) (emphases added)
2 ¶16 simply stated a “proposed” term of an unrealized earlier version of the contract. The
3 contract was not signed until May 7, 2014, with the effective date July 20, 2014. ¶ 20 of FAC.
4 During the development of a contract, many terms get thrown around and many promises are
5 made but they are not necessarily parts of the final contract. ¶69 re-confirmed that the effective
6 date of the contract was July 1, 2014. It simply regurgitated that there was a promise of earlier
7 access. ¶21 stated that there was a delay but it said nothing of damages. In fact, Plaintiff did not
8 request or allege any damages incurred before the effective date of July 1, 2014.
9 SSC repeatedly implied that the promise was part of the contract at issue but the
10 complaint is based on the written contract attached to the complaint and the damages sought
11 were all incurred after the effective date, July 1, 2014. SSC stated their conclusions as if they
Law Offices of WookSun Hong
125 12th Street, Ste. 100-BALI
12 were facts based on their own interpretation of the allegations. On page 3 of the memorandum of
Oakland, CA 94607
13 point, and authorities, lines 10-12, SSC stated in bold italic letters that the promise of May 2014
14 access “was not to provide Plaintiffs with a mere peek into the new premises: it was to allow
15 actual construction.” What they failed to point out are where in the complaint Plaintiff alleged
16 that the access was the part of the final contract signed in May 7, 2014. What was clearly
17 alleged is that when the contract was sign it was impossible for Plaintiff to gain access to the new
18 premises 2 months prior to the effective date. Nowhere in the complaint, Plaintiff alleged that
19 the effect date was May 1, 2014 as SSC want the court to believe. In fact, Plaintiff consistently
20 stated that the effective date was July 1, 2014 and all the damages sought by Plaintiff incurred
21 after July 1, 2014 as well.
22
23 III. PLAINTIFF AMENDED ACCORDING TO THE COURT’S ORDER BY AMENDING
24 ¶27 AND ADDING ¶52.
25 In its tentative order on the previous demurrer by SSC, the court opined “Plaintiff did not
26 sufficiently allege damages for the first cause of action for breach of contract and the second
27 cause of action for breach of good faith and fair dealing. As to the third cause of action for
28
3
OPPOSITION TO DEMURRER 5AC by SSC
1 unfair business practices, Plaintiff did not sufficiently allege that Defendant made
2 misrepresentations to Plaintiff about the availability of commercial units.”
3 In response, Plaintiff added in ¶ 27 “Plaintiff lost the deposit,” which was August 4,
4 2014, after the effective date of the contract and before the transfer of the title to the new owner,
5 SMB. Also, Plaintiff added ¶52 to emphasize that all damages caused directly by SMB could
6 not have incurred without the ground work by SSC, including the damages due to breach of good
7 faith and fair dealing. SSC may not have falsely advertised the availability for commercial units,
8 but without SSC’s breach, SMB would have been able to misled Plaintiff. If SSC had provided
9 the Ste. 425 as contracted, Plaintiff would not have to look into other units for leasing. Their
10 cooperation is even clearer by the fact that, even though the ownership had been changed, the
11 same agency handled the leasing of the units at the Subject Property.
Law Offices of WookSun Hong
125 12th Street, Ste. 100-BALI
12
Oakland, CA 94607
13 IV. PLAINTIFF CONTINUED TO REGURGITATE THE SAM FAILED ARGUMENTS
14 OF TIME BAR.
15 On page 5, line 14-17 of the memorandum of points and authorities, SSC yet again distort
16 the facts by stating “[u]nder the agreement SSC was required to allow [Plaintiff] to begin
17 construction in the new premises by May 2014.” (emphases added) Plaintiff never alleged the
18 early access was part of the contract at issue, and therefore Plaintiff never alleged that SSC was
19 “required” to do so. In fact, it is a clear contradiction of the allegations in the complaint.
20 During the negation, there was a promise of 2-month early access to the new premises. That
21 means, since the effective date was July 1, 2014, Plaintiff was supposed to have access to the
22 new premises by May 1, 2014. However, the actual contract was not signed until May 7, 2014.
23 By the time the contract was actually signed, the promise was an impossibility. In fact,
24 throughout the complaint, Plaintiff was consistent that the effective date of the contract was July
25 1, 2014. Plaintiff even alleged that the draft of the contract received on January 22, 2014, did not
26 reflect what was discussed. ¶16 of FAC. Yet, on April 13, 2014, Plaintiff signed the contract
27 that did not reflect the promise of 2-month early access. ¶19
28
4
OPPOSITION TO DEMURRER 5AC by SSC
1 SSC made practically the exact same argument at the hearing for their previous demurrer
2 on November 14, 2019. The transcript of the hearing is attached as Exhibit 2. On page 5, lines
3 5-15, SSC argued “this case was time barred” since Plaintiff alleged early access in May of 2014.
4 SSC continued their argument based on their own interpretation of the allegations and distorting
5 the languages of the complaint. Then the court asked “[e]ssentially, you want this granted
6 without leave … to amend?” Page 6 lns. 13-14 of the transcripts. That is exactly what SSC ask
7 now in this instant demurrer. The court did not accept SSC’s argument of time-bar then. The
8 court should not accept the same argument now. In fact, the court already rule on this issue on
9 their second demurrer as well in its June 17, 2019 Order. The Order states: “Plaintiff’s claim that
10 she did not agree to a new effective date must be accepted as true on demurrer.”
11 In section 34.5 of the Lease, entitled “Integration of Agreements.” it states “[t]his Lease
Law Offices of WookSun Hong
125 12th Street, Ste. 100-BALI
12 can only be modified by a writing signed by each of the parties hereto.” The Amendment was
Oakland, CA 94607
13 written and signed by SSC and Plaintiff. No subsequent offers were accepted or conformed to the
14 terms detailed in the Lease. Accordingly, according to the terms of the lease, the only
15 modification of the Lease was made by the Amendment. The Amendment clearly stated that the
16 effective date was July 1, 2014. There is no amendment written and signed by the parties.
17 A contract usually and necessarily goes through negotiations and exchanges of many
18 terms that never become part of the final enforceable contract. The 2-month early access, which
19 is common in many commercial leases, was never part of the finally memorialized written
20 contract. Moreover, when the contract was finally executed on May 7, 2014, it was impossible
21 to give a 2-month early access since the effective date was July 1, 2014. Part of detailed
22 description of what was discussed before the final execution of a contract does not necessarily or
23 indisputably became parts of an enforceable contract. SSC try very hard to hold on to the idea
24 that since it was discussed, it was necessarily or indisputably a part of the contract, but the idea is
25 faulted and not the case here. Plaintiff brought this action based on the written contract which is
26 part of the complaint. Plaintiff never alleged that the promise of 2 month early access was part
27 of the written contract or sought any damages incurred before the effective date of the contract,
28 July 1, 2014.
5
OPPOSITION TO DEMURRER 5AC by SSC
1
2 V. CONCLUSION
3 Plaintiff brought this action based on a written contract, which was attached to the
4 Plaintiff’s complaint. Plaintiff never alleged the 2-month early access was part of the contract
5 the breach of which is the core of this action. Plaintiff clearly and consistently alleged that the
6 effective date of the contract was July 1, 2014. Plaintiff signed the contract fully knowing that
7 the 2-month early access was not part of the written contract. When the contract was fully
8 executed on May 7, 2014, it was impossible for Plaintiff to have 2-month early access. More
9 importantly, both parties knew when the 2-month early access did not become part of the
10 contract and was impossible based on the circumstances.
11 SSC made the exact same argument in their previous demurrer and the court did not
Law Offices of WookSun Hong
125 12th Street, Ste. 100-BALI
12 accepted their argument. There is no change as to the discussion of the 2-month early access in
Oakland, CA 94607
13 the current version of the complaint.
14 However, Plaintiff amended the previous complaint based on the court ruling on the
15 previous demurrer by SSC. Plaintiff added actual damages incurred before SSC transferred the
16 ownership of the Subject Property to SMB. Plaintiff also added why SSC was also liable for
17 damages by SMB’s false advertisement of availability of commercial units. SSC provided the
18 ground work for SMB’s unfair business conduct which was facilitated by the same share
19 property management agency and agents.
20 Therefore, SSC’s instant demurrer should be overruled
21
22 Respectfully submitted,
23
24 Dated: June 24, 2020 Law Offices of WookSun Hong/
25
Bay Area Legal Incubator
26
_____________________________
27
By: WookSun Hong,
28 Attorney for Plaintiff, Angela Leung
6
OPPOSITION TO DEMURRER 5AC by SSC
1 Case No.: CGC-18567742
Case Name: Angela Leung v. Stonestown Shopping Center, LP, et al.
2
3 PROOF OF SERVICE
4 I am employed in the county of Alameda, State of California. I am over the age or 18
5
and not a party to the within action. My business address is 125 12th Street, Ste. 100 – BALI,
Oakland, CA 94607.
6
On June 24, 2020, I served the following documents described as:
7
8
Plaintiff Angela Leung’s Opposition to Stonestown Shopping Center LP’s demurrer to fifth
amended complaint
9
on the interested parties in this case by placing true and correct copies thereof in postage prepaid
10
envelops addresses as follows:
11
John Byrne
Law Offices of WookSun Hong
125 12th Street, Ste. 100-BALI
12 The ByrneLaw Office
24007 Ventura Blvd., Ste. 265
Oakland, CA 94607
13
Calabasas, CA 91364-2378
14
Eric J. Lorenzini
15 Elkins Kalt Weintraub Reuben Gartside LLP
10345 W. Olympic Blvd
16
Los Angeles, CA 90064
17
XX BY MAIL.
18 XX I deposited such envelope in the mail at Oakland, California. The envelope was
mailed with postage thereon fully prepaid.
19
20 ___ I am readily familiar with the firm’s practice of collection and processing
correspondence for mailing. Under that practice it would be deposited with U.S. postal service
21 on the same day with postage thereon fully prepaid at Oakland, California in the ordinary course
of business. I am aware that on motion of the party served, service is presumed invalid if postal
22
cancellation date or postage meter date is more than one day after date of deposit for mailing this
23 affidavit.
24 Executed on June 24, 2020, at San Francisco, California
25
I declare under penalty of perjury under the laws of State of California that the statement above
26 is true and correct.
27 __________________________________________
28 WookSun Hong
Declarant
7
OPPOSITION TO DEMURRER 5AC by SSC
Preview
1 NOREEN BYRNE (SBN 286813) 1374 PACIFIC AVE. 2 SAN FRANCISCO, CA 94109 ELECTRONICALLY TELEPHONE: (415) 777-4444 3 F I L E D Superior Court of California, 4 WOOKSUN HONG (SBN 306676) County of San Francisco LAW OFFICES OF WOOKSUN HONG/ BAY AREA LEGAL INCUBATOR 06/24/2020 5 Clerk of the Court 125 12TH STREET, SUITE 100 – BALI BY: RONNIE OTERO 6 OAKLAND CA, 94607 Deputy Clerk Telephone: (510) 368-8538 7 ATTORNEYS FOR PLAINTIFF, ANGELA LEUNG 8 9 SUPERIOR COURT OF THE STATE OF CALIFORNIA 10 IN AND FOR THE COUNTY OF SAN FRANCISCO 11 ANGELA LEUNG, ) Case Number: CGC-18-567742 Law Offices of WookSun Hong Plaintiff ) 125 12th Street, Ste. 100-BALI 12 ) PLAINTIFF’S OPPOSITION TO Oakland, CA 94607 13 v. ) DEFENDANT STONESTOWN ) SHOPPING CENTER LP’S 14 STONESTOWN SHOPPING CENTER, LP, ) DEMURRER TO THE FFIFTH STONESTOWN MEDICAL BUILDING, LLC ) AMENDED COMPLAINT 15 and Does 1 - 10, ) Defendants ) Date: 7-13-2020 16 ) Time: 9:30 a.m. ) Dept: 501 17 ) 18 I. INTRODUCTION 19 The only issue that Defendant, Stonestown Shopping Center, LP (“SSC”) meet and 20 confer was that the alleged causes of action for breach of contract are time-barred. See Exhibit 21 1. Also, there was no in-person or by-telephone attempt as required by Cal. Cod. Civ. Proc. 22 430.41. SSC listed 8 grounds on which they demurred to the Fifth Amended Complaint, 7 of 23 which the court repeatedly overruled and rejected already. The only ground that the court has 24 not considered and addressed is the 8th ground: Unfair Business Practice – Failure to amend after 25 Court sustained previous demurrer with leave. 26 SSC’s main argument is the Plaintiff’s claims were time-barred, which they had raised in 27 all of their previous demurrers. At last hearing on November 14, 2019, SSC raised the exact 28 same argument and the court rejected it. Yet, SSC filed another demurrer mainly based on the 1 OPPOSITION TO DEMURRER 5AC by SSC 1 exact same ground. There is no possible legitimate intention behind this demurrer. It is an 2 attempt to frustrate the Plaintiff and prolong the proceedings by misstating the facts of this case. 3 Furthermore, SSC failed to meet and confer before filing this motion. Especially, SSC 4 failed to conduct any form of meet and confer effort at all on uncertainty as to the first and the 5 second causes of action, wither the contract was written or oral, or the third cause of action. 6 SSC’s introductory statements in its points and authorities are misleading. SSC stated 7 that Plaintiff amended her complain five times. However, the initial complaint and the first 8 amended complaint never came into action because the initial complaint which used form 9 pleading was amended shortly after being filed and the second amended complaint was filed 10 because the first amended complaint left out the lease and the addendum. In all fairness, the 11 complaint was amended due to the defendants’ demurrers three times only. Law Offices of WookSun Hong 125 12th Street, Ste. 100-BALI 12 Oakland, CA 94607 13 II. THE CONTRACT BREACH OF WHICH IS THE BASIS OF THIS ACTION IS A 14 WRITTEN ONE AND ATTACHED TO THE COMPLAINT. 15 SSC continues to try to mislead the court by distorted interpretation of the alleged facts. 16 Plaintiff alleged that there was a promise by SSC that she would have “2 months of access.” It 17 was for mere access, not possession which was the subject of the written contract. Also, Plaintiff 18 alleged there was such a promise but never alleged that the promise was part of the contract the 19 breach of which is the core of this action. It is a mere incidental fact and, throughout the 20 complaint and all filing, Plaintiff was consistent that the effective date of the contract was July 1, 21 2016. Plaintiff never stated or alleged that the effective date of the contract was any earlier date. 22 SSC mixed and confused the access with possession, and promise with contract, 23 repeatedly. In section IV of the memorandum, SSC stated: 24 The allegations. SSC "promised Plaintiff that she would have 2 months access to 25 Ste. 425 before" the Effective Date of the Lease Amendment. [FAC ¶69; see also 26 FAC ¶16]. That necessarily and indisputably means May, 2014. She alleges that 27 SSC's failure to timely deliver possession caused her to lose her contractors and 28 to suffer delays (i.e., damages). E.g., FAC, ¶¶ 21, 27. 2 OPPOSITION TO DEMURRER 5AC by SSC 1 (Pg. 7, lns. 16-20 of SSC’s Dem) (emphases added) 2 ¶16 simply stated a “proposed” term of an unrealized earlier version of the contract. The 3 contract was not signed until May 7, 2014, with the effective date July 20, 2014. ¶ 20 of FAC. 4 During the development of a contract, many terms get thrown around and many promises are 5 made but they are not necessarily parts of the final contract. ¶69 re-confirmed that the effective 6 date of the contract was July 1, 2014. It simply regurgitated that there was a promise of earlier 7 access. ¶21 stated that there was a delay but it said nothing of damages. In fact, Plaintiff did not 8 request or allege any damages incurred before the effective date of July 1, 2014. 9 SSC repeatedly implied that the promise was part of the contract at issue but the 10 complaint is based on the written contract attached to the complaint and the damages sought 11 were all incurred after the effective date, July 1, 2014. SSC stated their conclusions as if they Law Offices of WookSun Hong 125 12th Street, Ste. 100-BALI 12 were facts based on their own interpretation of the allegations. On page 3 of the memorandum of Oakland, CA 94607 13 point, and authorities, lines 10-12, SSC stated in bold italic letters that the promise of May 2014 14 access “was not to provide Plaintiffs with a mere peek into the new premises: it was to allow 15 actual construction.” What they failed to point out are where in the complaint Plaintiff alleged 16 that the access was the part of the final contract signed in May 7, 2014. What was clearly 17 alleged is that when the contract was sign it was impossible for Plaintiff to gain access to the new 18 premises 2 months prior to the effective date. Nowhere in the complaint, Plaintiff alleged that 19 the effect date was May 1, 2014 as SSC want the court to believe. In fact, Plaintiff consistently 20 stated that the effective date was July 1, 2014 and all the damages sought by Plaintiff incurred 21 after July 1, 2014 as well. 22 23 III. PLAINTIFF AMENDED ACCORDING TO THE COURT’S ORDER BY AMENDING 24 ¶27 AND ADDING ¶52. 25 In its tentative order on the previous demurrer by SSC, the court opined “Plaintiff did not 26 sufficiently allege damages for the first cause of action for breach of contract and the second 27 cause of action for breach of good faith and fair dealing. As to the third cause of action for 28 3 OPPOSITION TO DEMURRER 5AC by SSC 1 unfair business practices, Plaintiff did not sufficiently allege that Defendant made 2 misrepresentations to Plaintiff about the availability of commercial units.” 3 In response, Plaintiff added in ¶ 27 “Plaintiff lost the deposit,” which was August 4, 4 2014, after the effective date of the contract and before the transfer of the title to the new owner, 5 SMB. Also, Plaintiff added ¶52 to emphasize that all damages caused directly by SMB could 6 not have incurred without the ground work by SSC, including the damages due to breach of good 7 faith and fair dealing. SSC may not have falsely advertised the availability for commercial units, 8 but without SSC’s breach, SMB would have been able to misled Plaintiff. If SSC had provided 9 the Ste. 425 as contracted, Plaintiff would not have to look into other units for leasing. Their 10 cooperation is even clearer by the fact that, even though the ownership had been changed, the 11 same agency handled the leasing of the units at the Subject Property. Law Offices of WookSun Hong 125 12th Street, Ste. 100-BALI 12 Oakland, CA 94607 13 IV. PLAINTIFF CONTINUED TO REGURGITATE THE SAM FAILED ARGUMENTS 14 OF TIME BAR. 15 On page 5, line 14-17 of the memorandum of points and authorities, SSC yet again distort 16 the facts by stating “[u]nder the agreement SSC was required to allow [Plaintiff] to begin 17 construction in the new premises by May 2014.” (emphases added) Plaintiff never alleged the 18 early access was part of the contract at issue, and therefore Plaintiff never alleged that SSC was 19 “required” to do so. In fact, it is a clear contradiction of the allegations in the complaint. 20 During the negation, there was a promise of 2-month early access to the new premises. That 21 means, since the effective date was July 1, 2014, Plaintiff was supposed to have access to the 22 new premises by May 1, 2014. However, the actual contract was not signed until May 7, 2014. 23 By the time the contract was actually signed, the promise was an impossibility. In fact, 24 throughout the complaint, Plaintiff was consistent that the effective date of the contract was July 25 1, 2014. Plaintiff even alleged that the draft of the contract received on January 22, 2014, did not 26 reflect what was discussed. ¶16 of FAC. Yet, on April 13, 2014, Plaintiff signed the contract 27 that did not reflect the promise of 2-month early access. ¶19 28 4 OPPOSITION TO DEMURRER 5AC by SSC 1 SSC made practically the exact same argument at the hearing for their previous demurrer 2 on November 14, 2019. The transcript of the hearing is attached as Exhibit 2. On page 5, lines 3 5-15, SSC argued “this case was time barred” since Plaintiff alleged early access in May of 2014. 4 SSC continued their argument based on their own interpretation of the allegations and distorting 5 the languages of the complaint. Then the court asked “[e]ssentially, you want this granted 6 without leave … to amend?” Page 6 lns. 13-14 of the transcripts. That is exactly what SSC ask 7 now in this instant demurrer. The court did not accept SSC’s argument of time-bar then. The 8 court should not accept the same argument now. In fact, the court already rule on this issue on 9 their second demurrer as well in its June 17, 2019 Order. The Order states: “Plaintiff’s claim that 10 she did not agree to a new effective date must be accepted as true on demurrer.” 11 In section 34.5 of the Lease, entitled “Integration of Agreements.” it states “[t]his Lease Law Offices of WookSun Hong 125 12th Street, Ste. 100-BALI 12 can only be modified by a writing signed by each of the parties hereto.” The Amendment was Oakland, CA 94607 13 written and signed by SSC and Plaintiff. No subsequent offers were accepted or conformed to the 14 terms detailed in the Lease. Accordingly, according to the terms of the lease, the only 15 modification of the Lease was made by the Amendment. The Amendment clearly stated that the 16 effective date was July 1, 2014. There is no amendment written and signed by the parties. 17 A contract usually and necessarily goes through negotiations and exchanges of many 18 terms that never become part of the final enforceable contract. The 2-month early access, which 19 is common in many commercial leases, was never part of the finally memorialized written 20 contract. Moreover, when the contract was finally executed on May 7, 2014, it was impossible 21 to give a 2-month early access since the effective date was July 1, 2014. Part of detailed 22 description of what was discussed before the final execution of a contract does not necessarily or 23 indisputably became parts of an enforceable contract. SSC try very hard to hold on to the idea 24 that since it was discussed, it was necessarily or indisputably a part of the contract, but the idea is 25 faulted and not the case here. Plaintiff brought this action based on the written contract which is 26 part of the complaint. Plaintiff never alleged that the promise of 2 month early access was part 27 of the written contract or sought any damages incurred before the effective date of the contract, 28 July 1, 2014. 5 OPPOSITION TO DEMURRER 5AC by SSC 1 2 V. CONCLUSION 3 Plaintiff brought this action based on a written contract, which was attached to the 4 Plaintiff’s complaint. Plaintiff never alleged the 2-month early access was part of the contract 5 the breach of which is the core of this action. Plaintiff clearly and consistently alleged that the 6 effective date of the contract was July 1, 2014. Plaintiff signed the contract fully knowing that 7 the 2-month early access was not part of the written contract. When the contract was fully 8 executed on May 7, 2014, it was impossible for Plaintiff to have 2-month early access. More 9 importantly, both parties knew when the 2-month early access did not become part of the 10 contract and was impossible based on the circumstances. 11 SSC made the exact same argument in their previous demurrer and the court did not Law Offices of WookSun Hong 125 12th Street, Ste. 100-BALI 12 accepted their argument. There is no change as to the discussion of the 2-month early access in Oakland, CA 94607 13 the current version of the complaint. 14 However, Plaintiff amended the previous complaint based on the court ruling on the 15 previous demurrer by SSC. Plaintiff added actual damages incurred before SSC transferred the 16 ownership of the Subject Property to SMB. Plaintiff also added why SSC was also liable for 17 damages by SMB’s false advertisement of availability of commercial units. SSC provided the 18 ground work for SMB’s unfair business conduct which was facilitated by the same share 19 property management agency and agents. 20 Therefore, SSC’s instant demurrer should be overruled 21 22 Respectfully submitted, 23 24 Dated: June 24, 2020 Law Offices of WookSun Hong/ 25 Bay Area Legal Incubator 26 _____________________________ 27 By: WookSun Hong, 28 Attorney for Plaintiff, Angela Leung 6 OPPOSITION TO DEMURRER 5AC by SSC 1 Case No.: CGC-18567742 Case Name: Angela Leung v. Stonestown Shopping Center, LP, et al. 2 3 PROOF OF SERVICE 4 I am employed in the county of Alameda, State of California. I am over the age or 18 5 and not a party to the within action. My business address is 125 12th Street, Ste. 100 – BALI, Oakland, CA 94607. 6 On June 24, 2020, I served the following documents described as: 7 8 Plaintiff Angela Leung’s Opposition to Stonestown Shopping Center LP’s demurrer to fifth amended complaint 9 on the interested parties in this case by placing true and correct copies thereof in postage prepaid 10 envelops addresses as follows: 11 John Byrne Law Offices of WookSun Hong 125 12th Street, Ste. 100-BALI 12 The ByrneLaw Office 24007 Ventura Blvd., Ste. 265 Oakland, CA 94607 13 Calabasas, CA 91364-2378 14 Eric J. Lorenzini 15 Elkins Kalt Weintraub Reuben Gartside LLP 10345 W. Olympic Blvd 16 Los Angeles, CA 90064 17 XX BY MAIL. 18 XX I deposited such envelope in the mail at Oakland, California. The envelope was mailed with postage thereon fully prepaid. 19 20 ___ I am readily familiar with the firm’s practice of collection and processing correspondence for mailing. Under that practice it would be deposited with U.S. postal service 21 on the same day with postage thereon fully prepaid at Oakland, California in the ordinary course of business. I am aware that on motion of the party served, service is presumed invalid if postal 22 cancellation date or postage meter date is more than one day after date of deposit for mailing this 23 affidavit. 24 Executed on June 24, 2020, at San Francisco, California 25 I declare under penalty of perjury under the laws of State of California that the statement above 26 is true and correct. 27 __________________________________________ 28 WookSun Hong Declarant 7 OPPOSITION TO DEMURRER 5AC by SSC