Demurrer
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58. Brownco Defendant Jeffrey Radtke Jr.’s demurrer to the First Amended Construction Complaint (“FAC”) of Plaintiffs Brownco Construction Company, Company, Inc. and Scot A. Brown is OVERRULED. Inc. v. Defendant argues that Plaintiffs’ claims are barred by the Radtke statute of limitations. To prevail on a demurrer based on the 2025- statute of limitations the dates alleged in the complaint must 01520232 plainly show that the action is barred by the statute of limitations – the facts alleged may not be “susceptible to opposing inferences.”. (See Saliter v. Pierce Brothers Mortuaries (1978) 81 Cal.App.3d 292, 300.) The running of the statute must appear “clearly and affirmatively” from the dates alleged. It is not sufficient that the complaint might be barred. (Marshall v. Gibson, Dunn & Crutcher (1995) 37 Cal.App.4th 1397, 1403.)
Plaintiffs have pleaded adequately equitable estoppel as a basis for finding that the statute of limitations is not fatal to Plaintiffs’ claims. Plaintiffs have sufficiently alleged extensive pre-suit settlement negotiations with Defendant and his counsel, which allegations are sufficient to overcome a demurrer. (See, e.g. Holdgrafer v. Unocal Corp. (2008) 160 Cal.App.4th 907, 927 [finding that evidence of settlement negotiations, including negotiations taking place after the statute of limitations had expired were “relevant to prove that Plaintiffs were justified in delaying suit as long as they did.”].)
Defendant also argues that Plaintiff has failed to plead that a triggering event requiring the sale of Defendant’s shares has occurred. Defendant argues that since no termination for cause is alleged in the FAC, no action for breach of contract can be stated. Plaintiff contends that Article 6 of the Agreement requires Defendant to sell his shares pursuant to the valuation method set forth in Exhibit B of the share purchase agreement. At the very least, it is a question of disputed fact as to whether Defendant is obligated under the agreement to allow his shares to be repurchased. Such questions are not suitable for resolution in the context of a demurrer. Accordingly, the demurrer to the First and Second causes of action is OVERRULED.
Defendant argues that Plaintiff has failed to state a cause of action for intentional interference with contractual relations for the following reasons:
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- No specific contract with a specific third party is alleged in the FAC - Defendant is not alleged to have undertaken any
affirmative act that interefered with Plaintiffs’ contracts, but rather, only a refusal to act is alleged - There is no authority requiring Defendant to provide financial information or to sign an encroachment license - No causal link is alleged between any of Defendant’s conduct and a disruption of Plaintiff’s contractual relationships - No damages are alleged None of these arguments provide a persuasive basis to sustain a general demurrer. The elements of a cause of action for intentional interference with contractual relations are: (1) a valid contract between the Plaintiff and a third party; (2) Defendant’s knowledge of the contract; (3) Intentional conduct on the part of the Defendant that was intended to or would necessarily result in a breach or disruption of the contractual relationship; (4) an actual breach or disruption of the contractual relationship; and (5) resulting damages. (See Quelimane Co. v.
Stewart Title Guaranty Co. (1998) 19 Cal.4th 26, 55.)
The FAC sufficiently alleges each of these elements. Plaintiff alleges it had existing contracts with its clients. (FAC ¶79 and 80.) Plaintiff alleges that it was required to maintain its status as a small business enterprise and to increase its bonding capacity to maintain these contractual relationships with these third parties. (Id.) Plaintiff alleges Defendant refused to cooperate in the certification processes necessary to maintain its status as a small business enterprise and refused to cooperate in obtaining increased bonding capacity and/or lines of credit. (FAC ¶¶84-85.)
Plaintiff alleges Defendant was aware of these contractual relationships. (FAC ¶84.) Plaintiff alleges that this refusal to cooperate has disrupted its contractual relationships. (FAC ¶86.) Plaintiff alleges that it has sustained economic losses as a result of this conduct. (FAC ¶87.) Plaintiff has sufficiently alleged the ultimate facts so as to overcome a challenge to the pleadings.
Accordingly, the demurrer is OVERRULED.
Defendant shall file an answer within 15 days of this ruling.
Plaintiffs shall provide notice of this ruling.
59. Tush Law Defendant Olen Commercial Realty Corp.’s motion for Ltd v. Olen summary judgment, or alternatively, summary adjudication, is Commercial DENIED. (Code Civ. Proc., § 437c [authorizing motion].) Realty Corp. Plaintiff’s request for judicial notice is GRANTED as to Exs. 4 and 6. (Evid. Code, § 452, subds. (a), (b), (d).) The remainder of plaintiff's request for judicial notice is DENIED.