REDSTAR VS ABOVE ALL SERVICES

3. CASE # CASE NAME HEARING NAME HEARING RE: DEMURRER ON 2ND AMENDED COMPLAINT FOR BREACH REDSTAR VS ABOVE ALL CVPS2506804 OF CONTRACT/WARRANTY (OVER SERVICES $35,000) OF REDSTAR BY DS STRATEGIES LLC Tentative Ruling: Sustained without leave to amend.

Moving Defendant to file their answer to operative 2nd Amended Complaint within 20 days of this order becoming final.

Moving Defendant to provide notice pursuant to CCP 1019.5.

Plaintiff Redstar alleges it entered into a contract with co-defendants Above All Services, dba “BT Construction Co.” and its principal Brett Tobin to perform “construction work” on commercial property that moving party, defendant DS Strategies LLC (“DS Strategies”), owns in Palm Desert California. (First Amended Complaint (“FAC”), ¶¶ 12, 18-19.) DS Strategies in fact hired BT Construction as the general contractor on the build, and BT Construction hired Plaintiff as a subcontractor. (See generally, FAC, ¶¶ 12, 19.) In its breach of contract claim, pled only as to BT Construction and Mr. Tobin, Redstar claims BT Construction paid only $250,000 of the $378,000 contract price, leaving $128,000 due and owing. (FAC, ¶ 28)

The operative pleading is the Second Amended Complaint, filed on June 18, 2026, alleging: (1) Breach of contract; (2) Account stated; (3) Quantum meruit/unjust enrichment; (4) Prompt payment statute; and (5) Foreclosure on mechanic’s lien.

Defendant now demurrers to the third cause of action in the SAC for Quantum Meruit / Unjust Enrichment, on grounds that it fails to state facts sufficient to constitute a cause of action. (Code Civ. Proc., § 430.10, subd. (e).)

Defendant claims that, as made clear in its Demurrer to the First Amended Complaint, which the Court sustained on June 11, 2025, there is no California authority allowing a subcontractor like Plaintiff to pursue such claims against the landowner. The authority in fact holds to the contrary and states that the subcontractor’s remedies are limited to pursuing contract claims against the direct contractor with whom it stands in privity, and enforcing its mechanic’s lien against the property owner, both of which it is doing. While the Court understandably exercised caution and granted Plaintiff leave to amend its First Amended Complaint, it noted the uphill battle Plaintiff faced with this cause of action. to Plaintiff’s attorney from the bench at the end of oral argument that, as to stating a claim through an amendment, “It doesn’t look good for you.”

In Opposition, Plaintiff contends that: (1) The holdings of R.D. Reeder Lathing Co. v. Allen (1967) 66 Cal.2d 373, 376 and Rogers v. Whitson (1964) 228 Cal.App.2d 662 and Truestone, Inc. v. Simi West Industrial Park II (1984) 163 Cal.App.3d 715 support the legal principle that, while a subcontractor who has no direct contractual relationship with a property owner ordinarily may not recover on a quantum meruit or unjust enrichment theory, there may be circumstances where the extent of the parties' dealings can give rise to a cause of action for equitable relief.

In Reply, Defendant contend that (1) Plaintiff ignore the “widely accepted” and “long and well established” rule precluding a subcontractor’s quasi-contract claims against the property owner; (2) the demurrer should be sustained without leave to amend.

Demurrer

A general demurrer lies where the pleading does not state facts sufficient to constitute a cause of action. (CCP § 430.10(e).) In evaluating a demurrer, the court gives the pleading a reasonable interpretation by reading it as a whole and all of its parts in their context. (Moore v. Regents of University of California (1990) 51 Cal.3d 120, 125.) The court assumes the truth of all material facts which have been properly pleaded, of facts which may be inferred from those expressly pleaded, and of any material facts of which judicial notice has been requested and may be taken. (Crowley v.

Katleman (1994) 8 Cal.4th 666, 672.) However, a demurrer does not admit contentions, deductions or conclusions of fact or law. (Daar v. Yellow Cab Company (1967) 67 Cal.2d 695, 713.) Facts appearing in exhibits attached to the complaint will also be accepted as true and, if contrary allegations appear in the complaint, will be given precedence. (Del E. Webb Corp. v. Structural Materials Co. (1981) 123 Cal.App.3d 593, 606.) If the complaint fails to state a cause of action, the court must grant the plaintiff leave to amend if there is a reasonable possibility that the defect can be cured by amendment. (Blank v.

Kirwan (1985) 39 Cal.3d 311, 318.)

3rd Cause of Action - Quantum Meruit/Unjust Enrichment

Here, Plaintiff’s opposition attempts to distinguish the only two cases on point, Rogers v. Whitson (1964) 228 Cal.App.2d 662 (“Rogers”) and Truestone, Inc. v. Simi West Industrial Park II (1984) 163 Cal.App.3d 715 (“Truestone”), both of which found a property owner had no liability to a subcontractor for unjust enrichment and/or quasi-contractual claims. As to Rogers, Plaintiff is forced to ignore its upshot and instead focus on a single sentence it thinks it can distinguish, i.e., “in the absence of contractual privity the right to enforce a mechanics’ lien against real property does not give rise to personal liability on the part of the owner.” (Id. at 673.)

As noted by Defendant, what Plaintiff fails to address is the court’s actual holding in which it precluded the subcontractor from asserting quasi-contractual claims against the property owner (in that case, action on a book account and account stated based on allegations the plaintiff had rented equipment to a contractor for use on the defendant’s property). In so holding, the court summarized the issue: “Indispensable to fastening a personal liability [on the quasi-contract claims] upon plaintiff is the establishment of a privity of contract between plaintiff and defendant.

Such privity under the facts of the instant case depends on whether [the individual who requested equipment and services from the plaintiff subcontractor] was [the defendant landowner’s] agent acting for him within the actual or ostensible scope of his authority. The trial court however found that the equipment was rented by plaintiff to [that individual] as an independent contractor and not as [the landowner’s] agent, servant or employee.” (Id. at 671.) After reviewing the evidence, the Court of Appeal was “satisfied” with “the trial court’s finding that [the individual] was an independent contractor and not [the landowner’s] agent, servant or employee....” (Id. at 672.)

Here, there is no question that Plaintiff provided work pursuant to the general contractor BT Construction’s request and the contract between those two entities, and not as the result of any express request or agreement with DS Strategies or its “agent, servant or employee.” (See SAC, ¶ 12.)

While the Rogers court did note there was no unjust enrichment, it was far from being the basis of its holding. The court merely mentioned it at the end of its opinion addressing a “miscellany of minor contentions” (id. at 675) from the plaintiff subcontractor, one of which was that the landowner would be unjustly enriched at the subcontractor’s expense absent common counts. (Id. at 676.) The court responded first with the “simple answer” that “plaintiff could have protected himself if he had exercised his lien rights against the property owner” (id.) (which Plaintiff is already doing here), and “[h]aving filed [sic] to do so, his remedies were against [the general

contractor] with whom he stood in contractual privity” (id.) (which Plaintiff is also doing here). The court then finally noted, after a “furthermore,” that the property owner had paid its general contractor. (Id.) The throw away point in response to a “minor contention” is hardly the court’s holding or the basis of it, or a reason for this Court to deviate from clear authority.

Further, and also as noted by Defendant, Plaintiff then mischaracterizes the “holding” of Truestone claiming that the court denied quasi-contractual recovery because the claim was not sufficiently plead and there was no allegation the property owner failed to pay the general contractor, and not because of some “overarching rule that subcontractors cannot make quasicontractual claims against property owners.” But that is not what the court held, and there is such an overarching rule.

Instead, the Truestone Court held only that “[a] subcontractor, who has no direct contractual relationship with the property owner, may generally not recover on an unjust enrichment theory for benefits conferred on the property.” (Truestone, 163 Cal.App.3d at 724.) It noted that this “principle (i.e., overarching rule) is “widely accepted.” (Id.) The Court did not state that its ruling would be different if the property owner had not paid the general contractor, or if the claim had been better pled, and “a decision is not authority for propositions not considered by the court.” (Maria Torres v. City of Yorba Linda (1993) 13 Cal.App.4th 1035, fn. 5.) To the contrary, the lack of a proper pleading appeared to have been simply a separate, independent reason the Truestone court precluded recovery for unjust enrichment

Equally important, in addition to failing to meaningfully distinguish Truestone and Rogers, Plaintiff is unable to cite a single case in which a court actually allowed a subcontractor to pursue quasicontract or quantum meruit claims against a property owner, regardless of whether a property owner paid its general contractor. Instead, Plaintiff is asking this Court to ignore “widely accepted” and “long and well established” law by creating an exception no court has ever applied. SUSTAINED WITHOUT LEAVE TO AMEND.

4. CASE # CASE NAME HEARING NAME HEARING RE: MOTION FOR ENTRY OF KC DBW D1, LLC VS JUDGMENT PURSUANT TO WRITTEN CVPS2509095 HIGHWAY DISTRIBUTION SETTLEMENT AND CCP 664.6 BY KC LLC DBW D1, LLC Tentative Ruling: No tentative. Hearing will be conducted on Tuesday, August 25th 2026 at 8:30 a.m. in Department PS2.