MASSIOUI vs MEZA, et al.

25CV018937: MASSIOUI vs MEZA, et al. 08/24/2026 Hearing on Demurrer in Department 8C

Tentative Ruling

NOTICE:

PLEASE TAKE NOTICE that any oral arguments regarding this tentative ruling will be heard at 1:30 p.m. in Department 8C in the Tani G. Cantil-Sakauye Courthouse at 500 G Street, Sacramento, CA, the Hon. Richard C. Miadich presiding.

Any party who wishes to contest the tentative ruling below must:

(1) request a hearing by calling the Law and Motion Oral Argument Request Line for Department 8C at (916) 874-8380, by 4:00 p.m. the Court day before the noticed hearing date, and leave a voicemail message (a) identifying themselves as the party requesting oral argument; (b) indicating the specific matter/motion for which they are requesting oral argument; and (c) confirming that they have notified the opposing party of their intention to appear; and

(2) advise the opposing party of the location and time of hearing pursuant to Local Rule 1.06.

If a hearing is not requested by 4:00 p.m. on the Court day before the noticed hearing date, the tentative ruling will become the final order of the Court.

If a hearing is requested, the Court prefers in-person attendance by the parties. However, parties may appear by Zoom unless the Court specifically orders in-person attendance. Parties choosing to appear by Zoom are reminded, however, that a Zoom appearance is still a formal appearance before the Court. Parties appearing via Zoom should do so from a quiet location, free from undue distractions, and wear attire suitable for an in-person court appearance.

The parties may join the Zoom session for hearing on the tentative ruling by audio and/or video through the following link:

https://saccourt-ca-gov.zoomgov.com/j/16039062174

SIP Address:

16039062174@sip.zoomgov.com

(833) 568-8864

25CV018937: MASSIOUI vs MEZA, et al. 08/24/2026 Hearing on Demurrer in Department 8C

ID: 16039062174

Parties requesting services of a court reporter will need to arrange for private court reporter services at their own expense, pursuant to Government code §68086 and California Rules of Court, Rule 2.956. Requirements for requesting a court reporter are listed in the Policy for Official Reporter Pro Tempore available on the Sacramento Superior Court website at https://www.saccourt.ca.gov/court-reporters/docs/crtrp-6a.pdf. Parties may contact Court- Approved Official Reporters Pro Tempore by utilizing the list of Court Approved Official Reporters Pro Tempore available at https://www.saccourt.ca.gov/court-reporters/docs/crtrp- 13.Pdf

A Stipulation and Appointment of Official Reporter Pro Tempore (CV/E-206) is required to be signed by each party, the private court reporter, and the Judge prior to the hearing, if not using a reporter from the Court’s Approved Official Reporter Pro Tempore list.

Once the form is signed it must be filed with the clerk. If a litigant has been granted a fee waiver and requests a court reporter, the party must submit a Request for Court Reporter by a Party with a Fee Waiver (CV/E-211) and it must be filed with the clerk at least 10 days prior to the hearing or at the time the proceeding is scheduled if less than 10 days away. Once approved, the clerk will be forward the form to the Court Reporter’s Office and an official reporter will be provided.

TENTATIVE RULING

***NOTICE: EFFECTIVE APRIL 13, 2026, THIS DEPARTMENT HAS MOVED TO THE TANI G. CANTIL-SAKAUYE COURTHOUSE LOCATED AT 500 G STREET SACRAMENTO, CA. ALL MOTIONS NOTICED FOR DEPARTMENT 28 WILL BE HEARD IN DEPARTMENT 8C OF THE NEW COURTHOUSE. ALL PAPERS FOR THIS DEPARTMENT MUST BE FILED AT THIS NEW LOCATION AND WILL NOT BE ACCEPTED AT THE HALL OF JUSTICE. ALL HEARINGS WILL TAKE PLACE AT THIS NEW LOCATION***

Defendants Sarah Jane Egante, Elderly Carehome LLC, Elderly Guest Home LLC, and Home Sweet Home II LLC’s (collectively, “Defendants”) demurrer to Plaintiff Ben Abdelilah El Massioui’s (“Plaintiff”) Complaint is ruled upon as follows.

The notice of motion does not provide notice of the Court’s tentative ruling system, as required by Local Rule 1.06. Moving counsel is directed to contact opposing counsel and advise of Local Rule 1.06 and the Court’s tentative ruling procedure and the manner to request a hearing. If moving counsel is unable to contact opposing counsel prior to the hearing, moving counsel

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV018937: MASSIOUI vs MEZA, et al. 08/24/2026 Hearing on Demurrer in Department 8C

is ordered to appear at the hearing by Zoom or in person.

Background

This action arises from the alleged “scamming” of Plaintiff by Defendant Lilibeth Egante Meza (“Meza”) “into conveying his adult residential care facility business, BM Memory Care & Assisted Living LLC (‘BM Memory Care LLC’), to Meza in exchange for virtually no consideration.” (Complaint, ¶ 10.) Plaintiff alleges that he met Meza in 2016 within the social circle of care facility operators in the Sacramento area. Meza is alleged to have owned and operated several care facilities since 2019, including Defendants Elderly Carehome LLC and Home Sweet Home II LLC.

Plaintiff alleges that Meza approached him about purchasing Plaintiff’s business, and that the parties discussed terms in January of 2021 before reducing an agreement to writing On February 9, 2021. The terms of the purchase agreement called for Meza to pay Plaintiff $223,000 in exchange for the business, with $48,000 of the purchase price being paid in monthly installments of $2,000 from April 1, 2021 to March 1, 2023, followed by a $175,000 balloon payment due on April 1, 2023. Plaintiff was to deliver Meza physical possession and control of his business’s assets and operations on April 1, 2021, and his obligation to transfer ownership of the business itself was conditioned upon complete satisfaction of the purchase price.

Additionally, at the same time, the parties entered into a lease agreement, wherein Meza would pay an immediate $5,000 security deposit and would then take possession of the property from which BM Memory Care LLC operated. Meza was then to pay monthly rent of $5,000 to Plaintiff over a five-year term. The lease obligated Meza to continue to operate BM Memory Care LLC at the property.

Plaintiff alleges that after paying the $5,000 security deposit and three $2,000 installment payments, Meza ceased making payments. In July of 2023, Plaintiff demanded payment or Meza’s surrender of the business assets and the property. In response, Meza allegedly wound up BM Memory Care LLC’s operations, stripped and transferred substantially all of the business’s assets to herself and the three LLC defendants named in this action, and abandoned the property.

The Complaint alleges seven causes of action. The first five are against Meza only: (1) breach of contract—assignment agreement; (2) breach of contract—commercial lease agreement; (3) violation of the covenant of good faith and fair dealing; (4) intentional misrepresentation—false promise; and (5) conversion. The sixth cause of action is for aiding and abetting conversion and is brought against Egante only. The seventh cause of action is for violation of the Uniform Voidable Transactions Act and is brought against all defendants, including Meza. Defendants demur to the sixth and seventh causes of action on various grounds.

On October 20, 2025, default was entered against Meza. She has not moved to set aside the default at this time, and she is not a party to this demurrer.

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV018937: MASSIOUI vs MEZA, et al. 08/24/2026 Hearing on Demurrer in Department 8C

Legal Standard

The function of a demurrer is to test the sufficiency of the pleading it challenges by raising questions of law. (Salimi v. State Comp. Ins. Fund (1997) 54 Cal.App.4th 216, 219; Nordlinger v. Lynch (1990) 225 Cal.App.3d 1259, 1271.) A demurrer “tests the pleadings alone and not the evidence or other extrinsic matters.” (SKF Farms v. Superior Court (1984) 153 Cal.App.3d 902, 905.) The purpose of a demurrer is to test the legal sufficiency of a claim. (Donabedian v. Mercury Ins. Co. (2004) 116 Cal.App.4th 968, 994.)

For the purpose of determining the effect of a complaint, its allegations are liberally construed, with a view toward substantial justice. (Code Civ. Proc. § 452; Amarel v. Connell (1988) 202 Cal.App.3d 137, 140-141; Quelimane Co. v. Stewart Title Guaranty Co. (1998) 19 Cal.4th 26, 43, fn. 7.) In this respect, the Court treats the demurrer as admitting all material facts properly pleaded, but not contentions, deductions or conclusions of fact or law, and considers matters which may be judicially noticed. (Blank v.

Kirwan (1985) 39 Cal.3d 311, 318; Poseidon Development, Inc. v. Woodland Lane Estates, LLC (2007) 152 Cal.App.4th 1106, 1111-1112.) A general demurrer does not admit contentions, deductions, or conclusions of fact or law alleged in the complaint; facts impossible in law; or allegations contrary to facts of which a court may take judicial notice. (Blank v. Kirwan (1985) 39 Cal.3d 311, 318, William S. Hart Union High School Dist. v. Regional Planning Com. (1991) 226 Cal.App.3d 1612, 1616, fn. 2.)

Extrinsic evidence may not properly be considered on demurrer. (Ion Equipment Corp. v. Nelson (1980) 110 Cal.App.3d 868, 881; Hibernia Savings & Loan Soc. v. Thornton (1897) 117 Cal. 481, 482.)

Discussion

Defendants’ Request for Judicial Notice

Defendants ask the Court to take judicial notice of certain corporate documents filed with the Secretary of State for the entity defendants. Such documents are appropriately the subject of judicial notice. (Friends of Shingle Springs Interchange, Inc. v. County of El Dorado (2011) 200 Cal.App.4th 1470, 1483-1484.) Thus, Defendants’ request is granted as to the corporate documents.

Defendants also ask the Court to take judicial notice of the fact that Egante “entered the United States in September 2022 on a K-1 fiancée visa and obtained conditional lawful permanent residence in March 2023.” (RJN, p. 2:8-9.) Although the request is unopposed, it is denied. The Court is not persuaded that this information is properly subject to judicial notice. Additionally, Defendants have not laid a foundation for the information or submitted any authenticated documentation to verify the asserted facts. Moreover, the Court is not persuaded that the information is relevant.

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV018937: MASSIOUI vs MEZA, et al. 08/24/2026 Hearing on Demurrer in Department 8C

Sixth Cause of Action – Aiding and Abetting Conversion

“Liability may be imposed on one who aids and abets the commission of an intentional tort if the person (a) knows the other’s conduct constitutes a breach of duty and gives substantial assistance or encouragement to the other to so act or (b) gives substantial assistance to the other in accomplishing a tortious result and the person’s own conduct, separately considered, constitutes a breach of duty to the third person.” (Saunders v. Superior Court (1994) 27 Cal.App.4th 832, 846; see CACI 3610.) “‘[W]hile aiding and abetting [a tort] may not require a defendant to agree to join the wrongful conduct, it necessarily requires a defendant to reach a conscious decision to participate in tortious activity for the purpose of assisting another in performing a wrongful act.’” (Berg & Berg Enterprises, LLC v. Sherwood Partners, Inc. (2005) 131 Cal.App.4th 802, 823, fn. 10.)

Defendants’ demurrer papers do not clearly differentiate between the two causes of action at issue. However, it appears that Defendant objects to the sixth cause of action on the basis that Egante did not move to the United States until September of 2022, and thus could not have engaged in the alleged acts supporting a claim for aiding and abetting conversion. Further, Defendant contends that Plaintiff’s allegations are conclusory and uncertain as they are made on information and belief and allege events occurred “at all relevant times.”

Plaintiff alleges:

44. Massioui is informed and believes and thereon alleges that Meza and Egante are sisters and further that Egante is a community care facility administrator, certified as such by the Department of Social Services.

45. Massioui is informed and believes and thereon alleges that Meza and Egante are de facto partners in the business of owning and operating adult residential care facilities, notwithstanding that one entity or another is identified solely in connection with Meza or Egante. In this regard, Massioui is informed and believes and thereon alleges that Meza and Egante pool resources, income, and expenses in connection with Elderly Carehome LLC, Elderly Guest Home LLC, and Home Sweet Home II LLC, as they have done in the past with respect to Home Sweet Home Assisted Living Facility Inc.

46. Massioui is informed and believes and thereon alleges that Egante knew (a) that BM Memory Care LLC was the subject of the Assignment Agreement; (b) that Meza took possession of and had control over the operations and assets of said entity; (c) that Meza intended to strip BM Memory Care LLC of its assets and clientele for inclusion into Meza’s and Egante’s existing adult residential care facilities and for their personal

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV018937: MASSIOUI vs MEZA, et al. 08/24/2026 Hearing on Demurrer in Department 8C

profit; and (d) that Meza would do so without meaningfully compensating Massioui.

47. Massioui is informed and believes and thereon alleges that Egante substantially assisted Meza’s conversion of BM Memory Care LLC at least by accepting personal property, assets, and clientele from BM Memory Care LLC’s residential facility; receiving and holding funds generated by and due to BM Memory Care LLC; and sharing in Meza’s efforts to wind down the business of BM Memory Care LLC.

(Complaint, ¶¶ 44-47.)

These allegations are sufficient to state a claim for aiding and abetting conversion. That the allegations are made on information and belief does not render them insufficient, as Plaintiff has adequately alleged facts leading Plaintiff to believe the allegations are true. (See Gomes v. Countrywide Home Loans, Inc. (2011) 192 Cal.App.4th 1149, 1158-1159.) Nor are the allegations uncertain because they allege events occurred “at all relevant times.” The context of the Complaint as a whole clearly defines the timeline of events.

Additionally, Defendants’ argument that Egante could not be liable because she did not enter the country until 2022 is not properly before the Court, and even if it were, the argument is rejected as irrelevant. Plaintiff alleges that the conversion occurred in July of 2023, by which time Egante had purportedly been living in the United States for 10 months and had lawful permanent residence status for four months.

Accordingly, Defendants’ demurrer to Plaintiff’s sixth cause of action is OVERRULED.

Seventh Cause of Action – Violation of the Uniform Voidable Transactions Act

The Complaint cites Civil Code section 3439.04(a)(1) under this cause of action. “Under that statute, a transfer of property by a debtor is voidable if the debtor made the transfer ‘[w]ith actual intent to hinder, delay, or defraud any creditor of the debtor.” (Aghaian v. Minassian (2020) 59 Cal.App.5th 447, 455.)

Defendants contend that the entity defendants were not formed until 2024, and thus the alleged fraudulent transfer that occurred in July of 2023 could not have occurred. In opposition, Plaintiff contends that Defendants misread the Complaint and incorrectly assume that it alleges the transfer occurred and was completed in July of 2023. However, Plaintiff alleges that “starting in and around July of 2023,” Meza began transferring assets to the entities. (Complaint, ¶ 50; see also Complaint, ¶ 19 [alleging that the transfer of assets occurred “following [Plaintiff’s] demand in July of 2023”].)

Construing the Complaint liberally as it must, the Court concludes that Plaintiff’s allegations are

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV018937: MASSIOUI vs MEZA, et al. 08/24/2026 Hearing on Demurrer in Department 8C

sufficient. The Complaint can reasonably be read to allege that the transfer occurred after July of 2023. Moreover, the Uniform Voidable Transactions Act defines “transfer” as “every mode, direct or indirect, absolute or conditional, voluntary or involuntary, of disposing of or parting with an asset or an interest in an asset, and includes payment of money, release, lease, license, and creation of a lien or other encumbrance.” (Civ. Code § 3439.01(m).) Notably absent from this definition is any requirement that the asset be received by another party. Thus, Defendants’ argument is not supported by the applicable authority.

Accordingly, Defendants’ demurrer to Plaintiff’s seventh cause of action is OVERRULED.

Disposition

Defendants’ demurrer is OVERRULED in its entirety.

Defendants shall file and serve an Answer to the Complaint by no later than September 3, 2026.

This minute order is effective immediately. No formal order or other notice is required. (Code Civ. Proc. § 1019.5; Cal. Rules of Court, rule 3.1312.)