ROBIE vs STOTHERS

25CV160167: ROBIE vs STOTHERS 08/27/2026 Hearing on Demurrer Defendants' Demurrer to First Amended Complaint; filed by Marda Stothers (Defendant) CRS# 708299202384 in Department 520

Tentative Ruling - 08/19/2026 Jamilah A. Jefferson

The Demurrer filed by Marda Stothers on 05/15/2026 is Sustained in Part.

The Demurrer of Defendants Marda Stothers and ADX Partnership (“Defendants”) to the First Amended Complaint is SUSTAINED IN PART and OVERRULED IN PART. It is SUSTAINED WITH LEAVE TO AMEND as to the Second (Breach of Fiduciary Duties) and Fourth (Breach of Oral Contract) cause of action. It is SUSTAINED WITHOUT LEAVE TO AMEND as to the Eighth (Unconscionability) cause of action. It is OVERRULED as to Fifth (Fraudulent Inducement), Sixth (Fraudulent Concealment), Seventh (Undue Influence), Ninth (Reformation), Tenth (Declaratory Relief) and Eleventh (Partition/Judicial Dissolution) causes of action.

Plaintiff’s request for cost is denied. (Oppo., p. 14:15.) PROCEDURAL DEFECTS First, Defendants’ memorandum of points and authorities substantially exceeds the maximum page limit set forth under California Rule of Court 3.113 (d). “Except in a summary judgment or summary adjudication motion, no opening or responding memorandum may exceed 15 pages.” (Cal. Rules of Court, rule 3.113, subd. (d).) Here, Defendants’ MPA is 18 pages long, in excess of the 15-page maximum. (Ibid.) Notwithstanding this defect, the Court has reviewed Defendants’ Demurrer on the merits on this occasion, but Defendants are admonished to comply with all local rules, California rules of Court and statutory requirements going forward in this litigation.

REQUEST FOR JUDICIAL NOTICE Defendants’ Request for Judicial Notice is granted as to Exhibit 1, as a recorded document. However, the Court does not take judicial notice of the truth of any of the facts asserted in the matters noticed. (See Fogel v. Farmers Group, Inc. (2008) 160 Cal.App.4th 1403, 1413 n. 7; Lockley v. Law Office of Cantrell, Green, Pekich, Cruz & McCort (2001) 91 Cal.App.4th 875, 882.) DISCUSSION Defendants demur to the Second through Eleventh causes of action primarily based on arguing that they are barred by their respective statutes of limitations and that they fail to state sufficient facts to constitute viable claims.

These consist of the Second (Breach of Fiduciary Duties); Third (Elder Financial Abuse); Fourth (Breach of Oral Contract); Fifth (Fraudulent Inducement/ Intentional Fraud); Sixth (Alternative Fraud/ Concealment); Seventh (Undue Influence); Eighth (Unconscionability); Ninth (Reformation); Tenth (Declaratory Relief) and Eleventh ((A) Partition and (B) Judicial Dissolution) causes of action.

Standing and Uncertainty 25CV160167: ROBIE vs STOTHERS 08/27/2026 Hearing on Demurrer Defendants' Demurrer to First Amended Complaint; filed by Marda Stothers (Defendant) CRS# 708299202384 in Department 520 Defendants assert – in a footnote - that Plaintiff lacks standing to bring the Third cause of action but fails to explain why. (MPA, p. 7:16 fn. 2.) Plaintiff brings this case in her individual capacity as the decedent’s daughter and in her capacity as trustee. (FAC ¶¶ 1, 42.) This is sufficient at this stage.

Defendants also assert that the Fourth and Eleventh, part (B) causes of action are uncertain, which are addressed in their respective sections.

The Demurrer is OVERRULED as to standing and uncertainty.

Statute of Limitations and Delayed Discovery

Unless a complaint affirmatively discloses on its face that the statute of limitations has run, the demurrer must be overruled. (E.g., Lockley v. Law Office of Cantrell, Green, Pekich, Cruz & McCort (2001) 91 Cal.App.4th 875, 881 [“[i]t must appear clearly and affirmatively that, upon the face of the complaint, the right of action is necessarily barred”]; Moseley v. Abrams (1985) 170 Cal.App.3d 355, 359 [“[a] demurrer on the ground of the bar of the statute of limitations will not lie where the action may be, but is not necessarily barred”].)

Financial elder abuse is subject to a four-year statute of limitations. (Welf. & Inst. Code § 15657.7.) The statute of limitations for breach of fiduciary duty is four years. (Stalberg v. Western Title Ins. Co. (1991) 230 Cal.App.3d 1223, 1230.) The statute of limitations for fraudulent concealment; undue influence; and reformation is three years. (CCP § 338(d).) The statute of limitations for a breach of an oral contract is two years. (CCP § 339(1).) Finally, the statute of limitations for accounting is four years. (CCP § 343.) In sum, the statute of limitations for each alleged claim is between two and four years.

A plaintiff whose complaint shows on its face that his claim would be barred without the benefit of the delayed discovery rule must specifically plead facts to show (1) the time and manner of the discovery and (2) the inability to have made earlier discovery despite reasonable diligence. The burden is on the plaintiff to show diligence, and conclusionary allegations will not withstand demurrer. (E-Fab Inc. v Accountants, Inc. Svcs (2007) 153 Cal.App.4th 1308, 1319.)

Plaintiff asserts that the FAC sufficiently pleads facts to support application of the delayed discovery doctrine to support tolling the accrual of the statute of limitations such that the claims at issue are all timely. Here, from the face of the FAC, Plaintiff was put on notice of the Defendants' alleged wrongful conduct “in 2025[.]” (FAC ¶ 43.) Plaintiff filed the case on December 16, 2025. (ROA.)

Under the “discovery rule,” accrual of the statute of limitations is tolled until a plaintiff discovers, or has reason to discover, the cause of action. (April Enterprises, Inc. v. KTTV (1983) 147 Cal.App.3d 805, 826.) “Under the discovery rule, the statute of limitations begins to run when the plaintiff suspects or should suspect that her injury was caused by wrongdoing, that

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

25CV160167: ROBIE vs STOTHERS 08/27/2026 Hearing on Demurrer Defendants' Demurrer to First Amended Complaint; filed by Marda Stothers (Defendant) CRS# 708299202384 in Department 520 someone has done something wrong to her.” (Jolly v. Eli Lilly & Co. (1988) 44 Cal.3d 1103, 1110.) The discovery rule “applies when the injury or the act causing the injury is ‘difficult’ for the plaintiff to detect, not impossible.” (Gryczman v. 4550 Pico Partners, Ltd. (2003) 107 Cal.App.4th 1, 6.)

“Although delayed accrual under the discovery rule generally applies to most tort actions, it has been held applicable to certain types of breach of contract actions, such as those involving fraud or misrepresentation by the defendant.” (NBCUniversal Media, LLC v. Superior Court (2014) 225 Cal.App.4th 1222, 1233.) Further, “the discovery rule may be applied to breaches [of contract] which can be, and are, committed in secret and, moreover, where the harm flowing from those breaches will not be reasonably discoverable by plaintiffs until a future time.” (April Enterprises, Inc., supra, 147 Cal.App.3d at p.832.)

To rely on the discovery rule, 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.’ ”(Fox v. Ethicon Endo-Surgery, Inc. (2005) 35 Cal.4th 797, 808, [emphasis in original]). The burden is on the plaintiff to show diligence and “ ‘conclusory allegations will not withstand demurrer.”’ (Ibid.) “[O]nce properly pleaded, belated discovery is a question of fact.” (Bastian v. County of San Luis Obispo (1988) 199 Cal.App.3d 520, 527.)

Here, Plaintiff expressly alleges that she discovered issues with the two subject agreements “only after assuming her duties as Successor Trustee following Mrs. Robie’s death in February 2025 and reviewing the governing partnership documents in their entirety.” (FAC ¶ 46; see also ¶¶ 41, 43, 81, 94.) Plaintiff alleges that because “Defendant further withheld access to books, records, accounting documents, and partnership correspondence, she was prevented from learning of the material terms, economic effects, and self-favoring nature of the Partnership Agreement and the Capital Investment Agreement[.]” (Id. at ¶ 43.) These allegations sufficiently explain why Plaintiff was unaware of Defendants' alleged conduct until at least 2025 when she brought this case.

Defendants argue that Plaintiff should have been on inquiry notice as early as June 2018, when the Deed of Trust securing a promissory note was recorded, with Defendant ADX Partnership as the Trustor and the decedent as the beneficiary of the subject property. (MPA, p. 8:3-24; Reply, p. 5:20-26.) Although as Defendants correctly note, Plaintiff does not respond to this argument, as in case Gryczman v. 4550 Pico Partners, Ltd. (2003) 107 Cal.App.4th 1, “[t]he fact defendants recorded the memorandum of option does not make the delayed discovery rule inapplicable as a matter of law.

The rule applies when the injury or the act causing the injury is 'difficult' for the plaintiff to detect, not impossible.” (Gryczman v. 4550 Pico Partners, Ltd. (2003) 107 Cal.App.4th 1, 6.) Further, the court there also determined that in the context, “we cannot say as a matter of law plaintiff had a duty to continually monitor public recordings[.]” (Ibid.) Thus, the Court cannot determine at this stage that Plaintiff’s claims are necessarily barred by the statute of limitations.

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

25CV160167: ROBIE vs STOTHERS 08/27/2026 Hearing on Demurrer Defendants' Demurrer to First Amended Complaint; filed by Marda Stothers (Defendant) CRS# 708299202384 in Department 520 The Demurrer is thus OVERRULED on the statute of limitations grounds.

Second Cause of Action: Breach of Fiduciary Duties To plead a cause of action for breach of fiduciary duty, a plaintiff must allege facts showing the existence of a fiduciary duty owed to that plaintiff, a breach of that duty and resulting damage. (Pellegrini v. Weiss (2008) 165 Cal.App.4th 515 524.) “A breach of fiduciary duty claim is based on concealment of facts, and the statute begins to run when plaintiffs discovered, or in the exercise of reasonable diligence could have discovered, that facts had been concealed.” (Stalberg v. Western Title Ins. Co. (1991) 230 Cal.App.3d 1223, 1230.)

First, contrary to Defendants’ claim of duplicativeness, the wrongful conduct alleged in the second cause of action is broader than the conduct that gives rise to the First cause of action for Demand for Partnership Records and Failure to Account under the California Corporations Code. (FAC, ¶¶ 47-50; 51-55.) Plaintiff alleges that Defendant breached her fiduciary duties not only to affirmatively communicate material information but also to refrain from concealing facts regarding the Partnership and property. (Id. at ¶ 53.)

However, Plaintiff Claudia Robie (“Plaintiff”) cannot premise her breach of fiduciary duty claim on fiduciary duties Defendant owed Alice Robie, the decedent (“Mrs. Robie”) during their partnership after 2012, when Plaintiff contends (albeit only in her Opposition) that the Partnership terminated. (Id. at Oppo., p. 4:3-5.) All other duties owed up to any termination are not barred. The Demurrer is OVERRULED as to the Second cause of action.

Third Cause of Action: Elder Financial Abuse “[F]inancialabuseof anelderoccurswhenanypersonorentitytakes,secretes,appropriates, orretainsrealorpersonalpropertyof anelderadulttoawrongfuluseor with anintent to defraud, orboth.A wrongful use is defined as taking, secreting, appropriating, or retaining property in bad faith. Bad faith occurs where the person or entity knew or should have known that the elder had the right to have the property transferred or made readily available to the elder or to his or her representative.”(Teselle v. McLoughlin (2009) 173 Cal.App.4th 156, 174.)

In the context of the entire FAC, these allegations that Defendants obtained counsel to draft the Capital Contribution Agreement when Mrs. Robie was 90 years old are still insufficient to state an elder abuse cause of action. (FAC ¶ 59.) While an inference can be drawn from the rest of the FAC that Ms. Stothers could have taken advantage of Mrs. Robie in creating more favorable terms for herself, it is not clear that Ms. Stothers had an obligation to advise Mrs. Robie to seek the advice of independent legal counsel simply due to her age, the fact that she was widowed when she was 54 (FAC ¶ 11) and/or 63 years old (FAC ¶ 23); lonely (FAC ¶ 14); and had never worked outside of the home, thus dependent on limited income.

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

25CV160167: ROBIE vs STOTHERS 08/27/2026 Hearing on Demurrer Defendants' Demurrer to First Amended Complaint; filed by Marda Stothers (Defendant) CRS# 708299202384 in Department 520

The Demurrer is SUSTAINED WITH LEAVE TO AMEND as to the Third cause of action to provide greater clarity.

Fourth Cause of Action: Breach of Oral Contract As with the breach of fiduciary duty claim, Plaintiff cannot premise her breach of oral contract claim on a promise Ms. Stothers allegedly made Mrs. Robie concerning her “best efforts” to market Mrs. Robie’s interest in the property when Plaintiff contends (albeit only in her Opposition) that the Partnership had already terminated. (Oppo., p. 4:3-5; FAC ¶¶ 30, 64.) Although Plaintiff does not specify when exactly this oral promise was made, she claims that it was made “sometime after Defendant’s return stateside,” which was in 2014, two years after Plaintiff alleges that because of Defendant’s breach, the Partnership had terminated. (FAC ¶¶ 24, 30.)

To the extent that Plaintiff can remedy this inconsistency without running afoul of the sham pleading doctrine, the Demurrer is thus SUSTAINED WITH LEAVE TO AMEND as to the Fourth cause of action. Fifth / Sixth Cause of Action: Fraudulent Inducement/ Concealment Plaintiff argues that the “less particularity” doctrine applies, particularly as Mrs. Robie as the “principal witness” has passed. (Oppo., p. 12:4-5) It is not clear what support Defendants have for the proposition that Plaintiff is required to provide the exact or “specific” wording of the alleged misrepresentations or the “identity of any witnesses.” (MPA, p. 12:10-11.)

As for reliance, Plaintiff has alleged material facts sufficient to show that Ms. Stothers intended to defraud Mrs. Robie by intentionally concealing or suppressing facts about the charitable-use restriction of the partnership and that Mrs. Robie would be protected from having her majority interest be acquired below fair market value. (FAC ¶¶ 20, 22.) In the context of fraud by concealment, intent to induce conduct—either action or inaction— differs from what the plaintiff would have done if informed of the concealed fact. (Blickman Turkus, LP v.

MF Downtown Sunnyvale, LLC (2008) 162 Cal. App. 4th 858, 869.) While it is true that, as Defendants state, the FAC fails to allege the means by which representations were tendered and the dates of the misrepresentations, among others, the California Supreme Court in Rattagan v. Uber Technologies, (2024) 324 Cal.Rptr.3d 433, did not specify that details of that nature are required in concealment cases as well as affirmative misrepresentation ones. (MPA, p. 12:8-12.) Rather, Rattagan focused on answering the question of whether under California law, a plaintiff could assert a tort claim for fraudulent concealment arising from or related to the performance of a contract. (Rattagan v.

Uber Technologies, Inc. (2024) 324 Cal.Rptr.3d 433, 440.) The closest the court came to touching upon this was when it stated that “[i]If the duty allegedly arose by virtue of the parties' relationship and defendant's

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

25CV160167: ROBIE vs STOTHERS 08/27/2026 Hearing on Demurrer Defendants' Demurrer to First Amended Complaint; filed by Marda Stothers (Defendant) CRS# 708299202384 in Department 520 exclusive knowledge or access to certain facts, as Rattagan has alleged here, the complaint must also include specific allegations establishing all the required elements, including (1) the content of the omitted facts, (2) defendant's awareness of the materiality of those facts, (3) the inaccessibility of the facts to plaintiff, (4) the general point at which the omitted facts should or could have been revealed, and (5) justifiable and actual reliance, either through action or forbearance, based on the defendant's omission. '[M]ere conclusionary allegations that the omissions were intentional and for the purpose of defrauding and deceiving plaintiff[] ... are insufficient for the foregoing purposes.' [Citation.]” (Id. at p. 465.)

Accordingly, the Court finds that Plaintiff's allegations as to the ‘what’, ‘when’ and ‘how’ elements meet the particularity requirement. This is sufficient for both causes of action. Hence, the Demurrer is OVERRULED as to the Fifth and Sixth causes of action. Seventh Cause of Action: Undue Influence “The hallmark of such persuasion [of undue influence] is high pressure, a pressure which works on mental, moral, or emotional weakness to such an extent that it approaches the boundaries of coercion.

In this sense, undue influence has been called overpersuasion. (Kelly v. McCarthy, 6 Cal.2d 347, 364, 57 P.2d 118.) Misrepresentations of law or fact are not essential to the charge, for a person's will may be overborne without misrepresentation. By statutory definition undue influence includes ‘taking an unfair advantage of another's weakness of mind; or * * * taking a grossly oppressive and unfair advantage of another's necessities or distress.’ (Civ.Code, s 1575.) While most reported cases of undue influence involve persons who bear a confidential relationship to one another, a confidential or authoritative relationship between the parties need not be present when the undue influence involves unfair advantage taken of another's weakness or distress. [Citations].” (Odorizzi v.

Bloomfield School Dist. (1966) 246 Cal.App.2d 123, 130.)

Defendants argue that the FAC is missing any pleading regarding acts of “coercion, isolation, urgency, or insistence” and rather consist of “status descriptors” instead of conduct, and furthermore, of representations made among friends. (Reply, p. 9:4-12.) Further, the claim is barred by ratification. (MPA, p. 15:3-15.) However, Defendants cite no authority on point to support their argument. The Demurrer is OVERRULED as to the Seventh Cause of Action. Eighth Cause of Action: Unconscionability As Defendants point out, unconscionability is not a cause of action. The Demurrer is thus SUSTAINED WITHOUT LEAVE TO AMEND as to this claim. Ninth Cause of Action: Reformation Defendants argue that this claim fails as a matter of law for the same reasons that Plaintiff does not – and cannot successfully – argue the delayed discovery rule, and also because Plaintiff’s

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

25CV160167: ROBIE vs STOTHERS 08/27/2026 Hearing on Demurrer Defendants' Demurrer to First Amended Complaint; filed by Marda Stothers (Defendant) CRS# 708299202384 in Department 520 fraud claims fail. Thus, for the same reasons as above concerning these issues, the Court OVERRULES the Demurrer as to the Ninth Cause of Action. Tenth Cause of Action: Declaratory Relief The FAC seeks a judicial declaration of the parties’ present and ongoing contractual rights and obligations and therefore properly asserts a claim for declaratory relief.

Any person interested under a contract who seeks a declaration of his or her rights or duties with respect to another, in an actual controversy, may seek declaratory relief to determine a question of construction or validity arising under the contract. (C.C.P. § 1060.) A declaratory relief claim is generally appropriate to resolve disputes involving the contested meaning of contractual language. (George F. Hillenbrand, Inc. v. Insurance Co. of North America (2002) 104 Cal.App.4th 784, 802.)

The FAC sufficiently states facts constituting a cause of action for declaratory relief as it seeks determination of six questions as to Plaintiff and Defendant’s respective rights and duties arising out of the November 30, 1990 Agreement and subsequent January 10, 2017 Capital Investment Agreement. It is not duplicative, albeit derivative of Plaintiff’s other claims. As such, the demurrer to the Tenth Cause of Action for Declaratory Relief is OVERRULED. Eleventh Cause of Action: (A) Partition and (B) Judicial Dissolution Defendants offer no support for their argument that dissolution cannot be conditioned on judicial removal of the CPI Buyout Clause to rewrite the agreements. (Reply, p. 10:5-7.)

As the Demurrer for the Tenth Cause of Action is overruled, so the Eleventh Cause of Action is also OVERRULED. Plaintiff must serve and file a Second Amended Complaint by no later than September 10, 2026.

NOTICE: This tentative ruling will automatically become the court’s final order on August 20, 2026 unless, by no later than 4:00 P.M. on August 19, 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

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

25CV160167: ROBIE vs STOTHERS 08/27/2026 Hearing on Demurrer Defendants' Demurrer to First Amended Complaint; filed by Marda Stothers (Defendant) CRS# 708299202384 in Department 520 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 they will appear in court in person for the hearing, however all other counsel/parties and the JUDGE MAY APPEAR REMOTELY.