Grady vs. Nguyen

Merits Here, Plaintiff sues the Broker Defendants for engaging in a conspiracy with his former fiancé Kathy Nguyen, working at the

brokerage, to steal large sums of money from him. (FAC ¶¶18-25.) Acting as his brokers in a real estate transaction marred by selfdealing and fraud, Plaintiff alleges that he handed over $300,000 secured by a 30% interest in real property owned by Ms. Nguyen. (FAC, ¶27.)

Ms. Nguyen along with Brokerage Defendants (with active participation from Mr. Pham) prepared and executed a Grant Deed for the Orange Property, which falsely recited that the transfer of a 30% interest to Plaintiff was a “bona fide gift” for which the “THE GRANTOR RECEIVED NOTHING IN RETURN, R&T 11911” and that the “documentary transfer tax is $0.00 (inter-family transfer, no consideration)” (Exhibit G). The deed further identified the grantees as “Kathy Nguyen, wife, as to an undivided 70% interest, and Thomas J. Grady, husband, as to an undivided 30% interest”. (FAC, ¶30.)

Ms. Nguyen and Brokerage Defendants knew each of these statements was false. Plaintiff had in fact paid $300,000 in consideration for his 30% interest. Plaintiff and Ms. Nguyen were never married. Ms. Nguyen never lived at the Orange Property. Ms. Nguyen and Brokerage Defendants made the false recitals deliberately to evade the documentary transfer tax under CA Rev & Tax Code § 11911 (2024), to avoid property tax reassessment, and to shield Ms. Nguyen from capital gains tax liability. (FAC, ¶31.)

Ms. Nguyen provided Plaintiff with a copy of a grant deed that she claimed would be recorded with the Orange County Recorder’s Office, reflecting Plaintiff’s 30% interest. Mr. Pham and his romantic partner Mr. Yong Liu who are listed as trustees under the deed of trust (Exhibit A) aided and abetted Ms. Nguyen in preparing the deed and fraudulently obtaining Plaintiff’s funds. Ms. Nguyen represented that the grant deed would be recorded and would secure Plaintiff’s ownership. However, as later discovered by Plaintiff several months later, the deed was never recorded, and Plaintiff’s name never appeared in the official title records. (FAC, ¶28.) As of the date of this Complaint, Plaintiff has received neither the promised ongoing returns nor confirmation of his 30% ownership interest in the Orange Property. (FAC, ¶34.)

First cause of action for breach of contract and third cause of action for implied in fact contract. “To prevail on a cause of action for breach of contract, the plaintiff must prove (1) the contract, (2) plaintiff’s performance of the contract or excuse for nonperformance, (3) defendant’s breach, and (4) resulting damage to the plaintiff.” (Richman v. Hartley (2014) 224 Cal.App.4th 1182, 1186.)

Quasi-contracts are referred to as contracts “implied in law.” There is a distinction between a recovery in quasi-contract for quantum meruit based on an implied-in-law contract, and recovery based on an implied-in-fact contract. In some cases, a contract may be implied in fact when a contract is found through mutual agreement although it has not been expressed in words. A contract may be expressed by agreement between the parties, or it may be impliedin-fact where there is no express contract but a contract is implied in fact by conduct rather than by express agreement. An implied-infact contract does not entail an express contract but is based on an actual contract manifested by conduct rather than expressed in words. (Maglica v. Maglica (1998) 66 Cal.App.4th 442, 455–456.)

Here, Plaintiff alleges that under the contract for Plaintiff’s investment in Plaintiff’s Orange Property, Ms. Nguyen was the seller and grantor, conveying her interest in the Orange Property; Plaintiff was the buyer/grantee, providing $300,000 in consideration; Ms. Nguyen along with Brokerage Defendants, including Mr. Pham, acted as the brokerage agents representing both sides for the sale transaction; and (unbeknownst to Plaintiff at the time as he did not review the inconspicuous fine details, Mr.

Pham and Mr. Liu were the noted and intended beneficiaries of the contract, in that a substantial portion of Plaintiff’s funds was directed to pay off their outstanding loans. (FAC, ¶78.) Brokerage Defendants were either direct parties to the contract, intended beneficiaries of it, or both. (Id.) Brokerage Defendants actively participated in drafting, notarizing, and executing the Grant Deed and underlying loan payoffs, and they collected and benefitted from the $300,000 consideration. (Id.)

The Broker Defendants argue on demurrer that Plaintiff does not allege what they did that constitutes the breach of any contract.

This argument simply ignores the facts alleged in the FAC. Plaintiff that Defendants breached the real estate investment contract by 1) failing to record the promised 30% ownership, disbursed Plaintiff’s $300,000 from an account controlled by Mr. Pham to pay Ms. Nguyen’s and Mr. Pham’s/Liu’s debts before securing and recording Plaintiff’s 30% interest, among other things. (FAC, ¶81.)

Defendants’ arguments fall short of showing that the claims are not properly pled.

The remainder of the Claims at Issue The Broker Defendants then lump together what is terms all of the “fraud claims: citied as follows: “the Second, Fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth, Twelfth, and Sixteenth Causes of Action for Fraud (Intentional Misrepresentation), Breach of

Fiduciary Duty, Negligent Misrepresentation, Unfair Business Practices, Cancellation of Instrument, Conversion, Violation of Penal Code § 496, Constructive Trust and Equitable Lien, Fraud in the Purchase and Sale of Real Estate – Civil Code § 3343, and Civil Conspiracy”. (Demurrer, p. 4:2-7.)

The Broker Defendants then make a sweeping argument that specificity is not met, there is no reliance, and no duty to disclose. The Broker Defendants again ignore the plain allegations of the FAC, which must be accepted as true.

But the Broker Defendants ignore that Plaintiff alleges that they conspired with Ms. Nguyen to steal money from him to benefit themselves, while holding themselves out as real estate experts.

Conspiracy is a doctrine of liability and not a cause of action itself. (AREI II Cases (2013) 216 Cal.App.4th 1004, 1021.) “To establish conspiracy, a plaintiff must allege that the defendant had knowledge of and agreed to both the objective and the course of action that resulted in the injury, that there was a wrongful act committed pursuant to that agreement, and that there was resulting damage. [Citation.] A conspiracy requires evidence that each member of the conspiracy acted in concert and came to a mutual understanding to accomplish a common and unlawful plan, and that one or more of them committed an overt act to further it.” [Citation.] “Thus, conspiracy provides a remedial measure for affixing liability to all who have ‘agreed to a common design to commit a wrong’ when damage to the plaintiff results. [Citation.]” (IIG Wireless, Inc. v.

Yi (2018) 22 Cal.App.5th 630, 652.) “A participant in the conspiracy ‘effectively adopts as his or her own the torts of other coconspirators within the ambit of the conspiracy.’ [Citation.]” (Navarrete v. Meyer (2015) 237 Cal.App.4th 1276, 1291.) The doctrine is one of vicarious liability; each member of the conspiracy becomes liable for all acts done by others pursuant to the conspiracy. (Ibid.)

The elements of liability under conspiracy are: (1) formation and operation of the conspiracy; (2) wrongful conduct in furtherance of the conspiracy; and (3) damages arising from the wrongful conduct. (AREI II Cases, supra, 216 Cal.App.4th at pp. 1021-1022.) The plaintiff must establish that the conspiring defendants knew of the wrongful plan, and agreed, expressly or tacitly, to achieve it. (Id. at p. 1022.) Due to the secret nature of conspiracies, their existence is often inferentially and circumstantially derived from the character of the acts done, the relations of the parties, and other facts and circumstances suggestive of concerted action. (Ibid.)

The FAC alleges that Mr. Pham personally prepared or assisted in preparing the Grant Deed (Ex. G), notarized instruments, and received Plaintiff’s $300,000 wire into an account he controlled at ADTK. By these acts, Mr. Pham and ADTK represented by their conduct that they were acting as neutral professionals safeguarding Plaintiff’s investment. In reality, Mr. Pham was simultaneously acting as Ms. Nguyen’s creditor, beneficiary, notary, broker, and escrow substitute, roles that directly conflicted with Plaintiff’s interests.

Mr. Pham knowingly permitted Plaintiff’s money to be diverted to pay his own $200,000 loan (see Ex. L, a true and correct copy of Mr. Pham’s own deed of trust on the Orange Property) and Mr. Liu’s $100,000 loans (Exs. J, K), thereby directly profiting from the scheme. (FAC, ¶99.) At the same time, no grant deed was ever recorded showing that he wired the $300,000 in exchange for a 30% interest in the real property at issue.

In addition, less specificity is required in pleading fraud when it appears from the nature of the allegations that the defendant must necessarily possess full information concerning the facts of the controversy. (Miles v. Deutsche Bank National Trust Company (2015) 236 Cal. App. 4th 394.)

The Court finds that allegations of fraud are properly pled with the requisite specificity based on a reading of the entire FAC. There are no other arguments made as to any of the other claims. Holding themselves collectively out as Plaintiff’s real estate professionals, Brokerage Defendants owed Plaintiff fiduciary duties of loyalty, full disclosure, and honesty, and at minimum owed statutory duties of care and conflict disclosure. (FAC ¶¶ 3–7, 137–144; see also FAC ¶¶ 24–37, 76–82, 96–99.) They violated those duties by concealing Pham’s creditor status, falsifying documents, bypassing escrow, and misappropriating Plaintiff’s funds. (FAC ¶¶ 19–25, 24–32, 76–82, 97–99; see also FAC ¶¶ 116–120, 125–130, 126, 138, 143–144.)

Plaintiff was left with no title, no security, and no monthly payments (after only three initial ones). (FAC ¶¶ 34–36, 81–82, 105.) Had the Brokerage Defendants disclosed their loan interests, the intended payoff of their debts with Plaintiff’s funds, the bypassing of escrow, the falsity of Exhibit G’s recitals, or that they did not intend to record his deed, Plaintiff would not have invested and would have retained independent counsel or agents. (FAC ¶¶ 27–28, 33–36, 79, 96–99, 102–104.) As a result of Defendants’ conduct, Plaintiff has been deprived of his $300,000 principal, the promised 30% ownership, and the promised monthly income stream, and has suffered additional consequential damages according to proof. (FAC ¶¶ 34–36, 81–82, 105.)

The Motion is overruled.

Motion to Strike

The Court denies the Broker Defendants’ Motion to strike.

As an initial matter, the reply documents are filed with only three court-days’ notice on May 8, 2026. Reply papers must be served and filed at least five court days before the hearing date. (CCP § 1005(b).) Papers submitted after the deadline must be accepted for filing. But the court, in its discretion, may refuse to consider these papers in ruling on the motion. (CRC 3.1300(d); Jack v. Ring LLC (2023) 91 Cal.App.5th 1186, 1210.) Here, no explanation is offered for the late filing and service of the reply in support of the Motion to strike. Thus, the Court in its discretion does not consider the reply document.

Merits Here, this Motion appears to challenge punitive damages (based on the Notice and Memorandum of Points and Authorities). But it is not clear which allegations of punitive damages are at issue as punitive damages are mentioned 17 times in the FAC for different claims.

If the motion is to strike only portions of a pleading, the notice of motion must quote in full the portions sought to be stricken, except where the motion is to strike an entire paragraph, cause of action, count, or defense. (CRC, rule 3.1322.)

In addition, Plaintiff has properly alleged conduct warranting punitive damages against the Broker Defendant-entity.

The FAC alleges that Pham, a director and designated broker of AD&TK, knew long before Plaintiff’s transaction that Nguyen was financially unstable, deeply indebted, and engaged in serial gambling. (FAC ¶¶ 19–25, 98–99, 125–130.) By early 2023 she owed him hundreds of thousands of dollars in high-interest loans, including a $200,000 debt secured by a deed of trust he recorded against the Orange Property in March 2023. (FAC ¶¶ 22–23, Exh. L.) Despite this knowledge, Pham continued to have Nguyen act as an AD&TK salesperson, placed her in a position of trust with investors like Plaintiff, and allowed her to solicit large investor funds through the brokerage platform. (FAC ¶¶ 19–25, 24–27, 76– 79, 98–99, 125–130, 137–144.)

Finally, the FAC alleges that Pham did not merely know about Nguyen’s misconduct; he personally orchestrated it. It was Pham who directed Plaintiff to wire the $300,000 not to escrow but to an account controlled by him. (FAC ¶¶ 27–28, 76–79.) Pham, acting as AD&TK’s director and notary, participated in drafting and

notarizing the Grant Deed and PCOR that falsely recited the transfer as a “bona fide gift” between “husband and wife,” with “no consideration,” and falsely claimed a principal-residence exemption for Ms. Nguyen. (FAC ¶¶ 25–32, 97–99, 116– 120, 125–130, 138.) Pham then decided not to record Plaintiff’s deed at all, leaving title in Nguyen’s name while using Plaintiff’s funds to pay down Nguyen’s debt to himself. (FAC ¶¶ 28–32, 116–120, 125–130, 126, 143–144.) These allegations show that an officer/director of AD&TK personally authorized and carried out the wrongful acts.

Thus, the Motion is denied.

14. 2025-1488027 Demurrer Njoord Incorporated, a Cross-Defendant Njoord Incorporated dba Newport Power’s California demurrer to the Cross-Complaint is sustained with 15 days leave to corporation vs. amend as to the 3rd cause of action and overruled as to the 4th cause Fred Erdtsieck, of action. III Trustees Of The Erdtsieck A demurrer presents an issue of law regarding the sufficiency of the Family Trust, allegations set forth in the complaint. (Lambert v. Carneghi (2008) Dated October 158 Cal.App.4th 1120, 1126.)

The challenge is limited to the “four 6, 2017 corners” of the pleading (which includes exhibits attached and incorporated therein) or from matters outside the pleading which are judicially noticeable under Evidence Code §§ 451 or 452. Although California courts take a liberal view of inartfully drawn complaints, it remains essential that a complaint set forth the actionable facts relied upon with sufficient precision to inform the defendant of what plaintiff is complaining, and what remedies are being sought. (Leek v.

Cooper (2011) 194 Cal.App.4th 399, 413.)

On demurrer, a complaint must be liberally construed. (CCP § 452; Stevens v. Superior Court (1999) 75 Cal.App.4th 594, 601.) All material facts properly pleaded, and reasonable inferences, must be accepted as true. (Aubry v. Tri-City Hospital Dist. (1992) 2 Cal.4th 962, 966-67.)

3rd cause of action for fraud

The elements of fraud are “(a) misrepresentation (false representation, concealment, or nondisclosure); (b) knowledge of falsity (or ‘scienter’); (c) intent to defraud, i.e., to induce reliance; (d) justifiable reliance; and (e) resulting damage.” (Lazar v. Superior Court (1996) 12 Cal.4th 631, 638.)

Generally, causes of action for fraud are subject to stricter pleading standards; fraud must be plead with specificity. (Committee on Children’s Television v. General Foods Corp. (1983) 35 Cal. 3d 197,