Hashtroudi v. Caltrop Corporation

Hashtroudi v. Caltrop Corporation

Defendant David Hamid Saber’s Demurrer to Complaint Defendant David Hamid Saber demurs to Plaintiff Alexander J. Hashtroudi’s Complaint. For the following reasons, Defendant’s demurrer is sustained in part and overruled in part. In ruling on a demurrer, a court must accept as true all allegations of fact contained in the complaint. Blank v. Kirwan (1985) 39 Cal.3d 311, 318. A demurrer challenges only the legal sufficiency of the affected pleading, not the truth of the factual allegations in the pleading or the pleader’s ability to prove those allegations. Cundiff v. GTE Cal., Inc. (2002) 101 Cal.App.4th 1395, 1404-05. Questions of fact cannot be decided on demurrer. Berryman v. Merit Prop. Mgmt., Inc. (2007) 152 Cal.App.4th 1544, 1556.

Because a demurrer tests only the sufficiency of the complaint, a court will not consider facts that have not been alleged in the complaint unless they may be reasonably inferred from the matters alleged or are proper subjects of judicial notice. Hall v. Great W. Bank (1991) 231 Cal.App.3d 713, 718 n.7. Defendant contends that a release bars all of Plaintiff’s claims and that the parol evidence rule bars any evidence of alleged representations made prior to the signing of the release. Plaintiff alleges Defendant fraudulently induced him to sign the release and related Stock Purchase Agreement and that the agreements are therefore voidable.

Agreements obtained by fraud may be rescinded. See Cal. Civ. Code § 1689. Parol evidence of fraudulent representations is admissible as an exception to the parol evidence rule to show that a contract was induced by fraud. Julius Castle Restaurant Inc. v. Payne (2013) 216 Cal.App.4th 1423, 1440. In light of this law and Plaintiff’s allegations, the court cannot conclude on demurrer that the release bars Plaintiff’s claims and that Plaintiff cannot present evidence of alleged misrepresentations made before he signed the release. Defendant’s demurrer based on the release and the parol evidence rule is overruled. Defendant’s demurrer to the first cause of action for breach of oral contract is overruled. The elements of a cause of action for breach of contract are: (i) the existence of a contract; (ii) the plaintiff’s performance or excuse for nonperformance; (iii) the defendant’s breach; and (iv) damage to the plaintiff resulting from the breach. Oasis West Realty, LLC v. Goldman (2011) 51 Cal.4th 811, 821. The Complaint adequately pleads facts supporting each element. See Complaint ¶¶ 26, 33-36. Defendant’s demurrer to the second cause of action for breach of the implied covenant of good faith and fair dealing is sustained with leave to amend. The second cause of action is duplicative of the first cause of action; Plaintiff’s allegations do not go beyond the statement of a contract breach. See Careau & Co. v. Security Pacific Business Credit, Inc. (1990) 222 Cal.App.3d 1371, 1395. Defendant’s demurrer to the third cause of action for intentional misrepresentatio... ..........................................................

Defendant David Hamid Saber’s Demurrer to Complaint Defendant David Hamid Saber demurs to Plaintiff Alexander J. Hashtroudi’s Complaint. For the following reasons, Defendant’s demurrer is sustained in part and overruled in part. In ruling on a demurrer, a court must accept as true all allegations of fact contained in the complaint. Blank v. Kirwan (1985) 39 Cal.3d 311, 318. A demurrer challenges only the legal sufficiency of the affected pleading, not the truth of the factual allegations in the pleading or the pleader’s ability to prove those allegations. Cundiff v. GTE Cal., Inc. (2002) 101 Cal.App.4th 1395, 1404-05. Questions of fact cannot be decided on demurrer. Berryman v. Merit Prop. Mgmt., Inc. (2007) 152 Cal.App.4th 1544, 1556.

Because a demurrer tests only the sufficiency of the complaint, a court will not consider facts that have not been alleged in the complaint unless they may be reasonably inferred from the matters alleged or are proper subjects of judicial notice. Hall v. Great W. Bank (1991) 231 Cal.App.3d 713, 718 n.7. Defendant contends that a release bars all of Plaintiff’s claims and that the parol evidence rule bars any evidence of alleged representations made prior to the signing of the release. Plaintiff alleges Defendant fraudulently induced him to sign the release and related Stock Purchase Agreement and that the agreements are therefore voidable.

Agreements obtained by fraud may be rescinded. See Cal. Civ. Code § 1689. Parol evidence of fraudulent representations is admissible as an exception to the parol evidence rule to show that a contract was induced by fraud. Julius Castle Restaurant Inc. v. Payne (2013) 216 Cal.App.4th 1423, 1440. In light of this law and Plaintiff’s allegations, the court cannot conclude on demurrer that the release bars Plaintiff’s claims and that Plaintiff cannot present evidence of alleged misrepresentations made before he signed the release. Defendant’s demurrer based on the release and the parol evidence rule is overruled. Defendant’s demurrer to the first cause of action for breach of oral contract is overruled. The elements of a cause of action for breach of contract are: (i) the existence of a contract; (ii) the plaintiff’s performance or excuse for nonperformance; (iii) the defendant’s breach; and (iv) damage to the plaintiff resulting from the breach. Oasis West Realty, LLC v. Goldman (2011) 51 Cal.4th 811, 821. The Complaint adequately pleads facts supporting each element. See Complaint ¶¶ 26, 33-36. Defendant’s demurrer to the second cause of action for breach of the implied covenant of good faith and fair dealing is sustained with leave to amend. The second cause of action is duplicative of the first cause of action; Plaintiff’s allegations do not go beyond the statement of a contract breach. See Careau & Co. v. Security Pacific Business Credit, Inc. (1990) 222 Cal.App.3d 1371, 1395. Defendant’s demurrer to the third cause of action for intentional misrepresentatio... ..........................................................