MA vs SUSHI GO GO, A CALIFORNIA GENERAL PARTNERSHIP, et al.

24CV066869: MA vs SUSHI GO GO, A CALIFORNIA GENERAL PARTNERSHIP, et al. 07/10/2026 Hearing on Demurrer Demurrer; filed by Steve Jian Li (Defendant) CRS# 522145745772 in Department 520

Tentative Ruling - 07/08/2026 Jamilah A. Jefferson

The Demurrer filed by Steve Jian Li on 05/18/2026 is Sustained in Part.

The Demurrer of Defendants/Cross-Complainants Sushi Go Go and Steve Jian Li (“Defendants”) to the Second Amended Complaint is SUSTAINED IN PART and OVERRULED IN PART:

It is SUSTAINED WITH LEAVE TO AMEND as to the Twelfth (Conversion) and Thirteenth (Violation of Penal Code section 496) causes of action.

It is OVERRULED as to the First (Breach of Contract – Independent Contractor Agreement), Second (Breach of Contract – Partnership Agreement), Third (Breach of Fiduciary Duty), Fourth (Fraud), Fifth (Negligent Misrepresentation), Seventh (Accounting), and Eighth (Right to Examine Records) causes of action.

PROCEDURAL DEFECTS

Notwithstanding Defendants’ failure to file Proofs of Service attesting to personal service of the Demurrer on May 19, 2026, the Demurrer shall be considered. (ROA; Reply, Ex. A.) The parties must comply with all local rules, California rules of Court and statutory requirements in this litigation.

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DISCUSSION

Although the Demurrer is brought by both Defendants, only the Seventh (Accounting) and Eighth (Right to Examine Records) causes of action is against the two; all others herein mentioned are against Defendant Steve Jian Li (“Mr. Li”) only.

Statute of Limitations

First, Defendants raise the argument that the majority of Plaintiff’s claims are time-barred, specifically the First through Fifth and Seventh causes of action according to their respective statute of limitations. Although the statute of limitations is an affirmative defense on which the 24CV066869: MA vs SUSHI GO GO, A CALIFORNIA GENERAL PARTNERSHIP, et al. 07/10/2026 Hearing on Demurrer Demurrer; filed by Steve Jian Li (Defendant) CRS# 522145745772 in Department 520 defendant bears the burden of proof, the defense may be properly raised on demurrer. (Coalition for Clean Air v.

City of Visalia (2012) 209 Cal.App.4th 408, 419.) Because the statute of limitations can turn on disputed issues of fact and all material allegations of fact are deemed admitted on demurrer, “for a demurrer based on the statute of limitations to be sustained, the untimeliness of the lawsuit must clearly and affirmatively appear on the face of the complaint and matters judicially noticed. [Citation.]” (Id. at p.420.)

The discovery rule “postpones accrual of a cause of action until the plaintiff discovers, or has reason to discover, the cause of action.” (Fox v. Ethicon Endo-Surgery, Inc. (2005) 35 Cal.4th 797, 807.) When invoking the discovery rule in response to a demurrer, a plaintiff must “specifically plead facts to show (1) the time and manner of discovery and (2) the inability to have made earlier discovery despite reasonable diligence.” (Id. at p.808.) The complaint must plead the specific facts showing diligence: “conclusory allegations will not withstand demurrer.” (Ibid.)

Here and at this stage, the timeline and details identified in the SAC do not lead to the conclusion that these claims may be definitively deemed time-barred, particularly given the possibility of the applicability of the delayed discovery rule. The Court declines to sustain the demurrer on the basis of untimeliness pursuant to the respective statutes of limitations.

First/Second/Third Causes of Action: Breach of Contract (Oral)/Written/Fiduciary Duty

As Defendants demur to these causes of action solely on the basis of statute of limitations, the Demurrer is OVERRULED as to all three.

Fourth/ Fifth Causes of Action: Fraud/Negligent Misrepresentation

Plaintiff Guoxiong Ma (“Plaintiff”) alleges a fraud claim by way of intentional misrepresentation. (SAC ¶¶ 76-87.) To allege a claim for intentional misrepresentation (fraud), a plaintiff must allege (1) a misrepresentation, (2) knowledge of falsity, (3) intent to induce reliance, (4) actual and justifiable reliance, and (5) resulting damage. (Aton Center, Inc. v. United Healthcare Ins. Co. (2023) 93 Cal.App.5th 1214, 1245.)

The SAC alleges that Defendant made the following misrepresentations to Plaintiff: that he would receive payment for the design, marketing and advertising work performed for Sushi Go Go business establishments, and that Plaintiff would receive his partnership interest once the parties formed the Sushi Go Go General Partnership and Plaintiff made his capital contribution. (SAC ¶¶ 77, 79.) The SAC alleges that Defendant knew that these representations were false, and intended for Plaintiff to rely on the misrepresentation to trick Plaintiff into work without the intent of paying him or sharing the profits from the partnership, which he did. (SAC ¶¶ 80-83.) Plaintiff alleges that he has been harmed by the false representations. (SAC ¶¶ 84-85.)

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

24CV066869: MA vs SUSHI GO GO, A CALIFORNIA GENERAL PARTNERSHIP, et al. 07/10/2026 Hearing on Demurrer Demurrer; filed by Steve Jian Li (Defendant) CRS# 522145745772 in Department 520

The foregoing allegations sufficiently allege fraud by intentional misrepresentation with the requisite specificity against Mr. Li. (Stansfield v. Starkey (1990) 220 Cal. App. 3d 59, 72-73.) Thus, the demurrer to the Fourth Cause of Action is OVERRULED.

The elements of a claim for negligent misrepresentation are (1) the misrepresentation of a past of existing material fact, (2) without reasonable ground 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. (National Union Fire Ins. Co. of Pittsburgh, PA v. Cambridge Integrated Services Group, Inc. (2009) 171 Cal.App.4th 35, 50.)

As the factual allegations supporting Plaintiff’s claim for intentional misrepresentation also support Plaintiff’s claim for negligent misrepresentation, the Demurrer to the Fifth cause of action is also OVERRULED.

Seventh/Eighth Causes of Action: Accounting/ Right to Examine Records

As Plaintiff points out, Plaintiff does not bring these claims under Civil Code sections 16403, 16405(b) and Corp. Code section 17704.10, as Defendants assert. Thus, assuming the truth that Plaintiff was made a partner as alleged throughout the complaint, Plaintiff has sufficiently alleged his right to seek an accounting and to examine the LLC records.

The Demurrer to the Seventh and Eighth causes of action is OVERRULED.

Twelfth Cause of Action: Conversion

To plead a cause of action for conversion, one must allege (1) the plaintiff's ownership or right to possession of personal property; (2) defendant's disposition of the property inconsistent with plaintiff's rights; and (3) resulting damages. (Fremont Indemnity Co. v. Fremont General Corp.(2007) 148 Cal.App.4th 97, 119.) “Money may be the subject of conversion if the claim involves a specific, identifiable sum ....” (Welco Electronics, Inc. v. Mora (2014) 223 Cal. App.4th 202, 209.) As the Court of Appeal has explained, “money can only be treated as specific property subject to being converted when it is ‘identified as a specific thing.”’ (PCO, Inc. v.

Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP (2007) 150 Cal. App. 4th 384, 395; see also id. at p. 396 [“California cases permitting an action for conversion of money typically involve those who have misappropriated, commingled, or misapplied specific funds held for the benefit of others.”].)

Thus, this claim appears to be barred by the economic loss rule, as Plaintiff pleads a contractual right to the money due. “Were it otherwise, the tort of conversion would swallow the significant category of contract claims that are based on the failure to satisfy ‘ “mere

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

24CV066869: MA vs SUSHI GO GO, A CALIFORNIA GENERAL PARTNERSHIP, et al. 07/10/2026 Hearing on Demurrer Demurrer; filed by Steve Jian Li (Defendant) CRS# 522145745772 in Department 520 contractual right[s] of payment.” ‘ “ (Voris v. Lampert (2019) 7 Cal.5th 1141, 1151–1152.) “ ‘[T]he simple failure to pay money owed does not constitute conversion.’ “ (Id. at p. 1151.)

The Demurrer to the Twelfth cause of action is SUSTAINED WITH LEAVE TO AMEND.

Thirteenth Cause of Action: Violation of Penal Code section 496

“While [Penal Code § 496(a)] covers a spectrum of impermissible activity relating to stolen property, the elements required to show a violation of section 496(a) are simply that (i) property was stolen or obtained in a manner constituting theft, (ii) the defendant knew the property was so stolen or obtained, and (iii) the defendant received or had possession of the stolen property.” (Switzer v. Wood (2019) 35 Cal.App.5th 116, 126, as modified (May 10, 2019), quoting Lacagnina v. Comprehend Systems, Inc. (2018) 25 Cal.App.5th 955, 970 [stating elements of Penal Code § 496 offense].)

“A violation of section 496(a) may, by its own terms, relate to property that has been “stolen” or “that has been obtained in any manner constituting theft or extortion.” (Id., quoting Pen. Code § 496(a).) Pen. Code § 496(c) allows any person injured by receipt of stolen property under Penal Code § 496(a) to “bring an action for three times the amount of actual damages, if any, sustained by the plaintiff, costs of suit, and reasonable attorney's fees.” (Pen. Code, § 496(a).)

Pursuant to Siry Investment, L.P. v. Farkhondehpour (2022) 13 Cal.5th 333, Plaintiff is required to plead that Mr. Li acted with criminal intent to be liable under section 496(c). “To prove theft, a plaintiff must establish criminal intent on the part of the defendant beyond ‘mere proof of nonperformance or actual falsity.’ “ (Id. at pp. 361-362.) Plaintiff must allege “theft” as defined by Penal Code § 484 and not common law fraud. “[S]ection 496(c) is unambiguous, and that read together with sections 496(a) and 484, and in conformity with our standard approach to interpretation [citation], section 496(c) must be understood as yielding the understanding attributed to it in those decisions: A plaintiff may recover treble damages and attorney's fees under section 496(c) when property has been obtained in any manner constituting theft.” (Id. at p. 361.)

As the Thirteenth cause of action fails to allege that Defendant acted with felonious intent and committed theft as defined by Pen. Code § 484(a), the Demurrer is SUSTAINED WITH LEAVE TO AMEND.

Plaintiff shall serve and file a Third Amended Complaint by no later than July 31, 2026.

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

24CV066869: MA vs SUSHI GO GO, A CALIFORNIA GENERAL PARTNERSHIP, et al. 07/10/2026 Hearing on Demurrer Demurrer; filed by Steve Jian Li (Defendant) CRS# 522145745772 in Department 520

NOTICE: This tentative ruling will automatically become the court’s final order on July 10, 2026 unless, by no later than 4:00 P.M. on July 9, 2026, a party to the action notifies BOTH: 1) the court by emailing Dept520@alameda.courts.ca.gov; AND 2) all opposing counsel or selfrepresented parties (by telephone or email) that the party is contesting this tentative ruling.

The subject line (RE:) of the email must state: “Request for CONTESTED HEARING: [the case name], [number].” When a party emails to contest a tentative ruling, the party must identify the specific holding(s) within the ruling they wish to contest via oral argument.

The court does not provide court reporters for hearings in civil departments. A party who wants a record of the proceedings must engage a private court reporter. (Local Rule 3.95.) Any privately retained court reporter must also participate via video conference. Their email must be provided to the court at the time the Notice of Contest is emailed.

ALL CONTESTED LAW AND MOTION HEARINGS ARE CONDUCTED VIA REMOTE VIDEO unless an in person appearance is required by the court. Invitations to participate in the video proceeding will be sent by the court upon receipt of timely notice of contest. A party may give email notice that they will appear in court in person for the hearing, however all other counsel/parties and the JUDGE MAY APPEAR REMOTELY.