GIFFIN AUOMOTIVE ENTERPRISE... vs CITIZEN'S BUSINESS BANK

CASE NUMBER: 25STCV26270 CASE NAME: GIFFIN AUOMOTIVE ENTERPRISE... vs CITIZEN'S BUSINESS BANK MOVING PARTY: Defendant Citizen's Business Bank OPPOSING PARTY: Plaintiff Giffin Automotive Enterprises, LLC PROCEEDING: Demurrer with motion to strike RULING SUMMARY: Defendant Citizen's Business Bank's Demurrer is sustained without leave as to the First Cause of Action (Wrongful Foreclosure) and Second Cause of Action (Quiet Title). Defendant Citizen's Business Bank's Demurrer is moot as to the Third Cause of Action (Interference by Intended Third Party Creditor Beneficiary). Defendant Citizen's Business Bank's

Motion to Strike the Third Cause of Action (Interference by Intended Third Party Creditor Beneficiary), is granted.

Background

On September 8, 2025, Plaintiffs Giffin Automotive Enterprises, LLC ("Giffin"); Stu's AE Transmission, Inc. ("Stu's"); Jacob Giffin ("Jacob") [1]; and Tim A. Giffin ("Tim") filed their Complaint against Defendant Citizen's Business Bank ("Defendant") and Does 1 through 30, inclusive.

On November 24, 2025, Defendant filed a Demurrer to the Complaint, which was sustained with 14 days' leave to amend.

On March 4, 2026, Giffin alone filed a First Amended Complaint, alleging causes of action against Defendant for (1) Wrongful Foreclosure; (2) Quiet Title; and (3) Interference by Intended Third Party Creditor Beneficiary.

Giffin alleges that First Community Bank accepted a Note from Giffin, secured by a Third Deed of Trust, in the amount of $340,000 on or about December 5, 2017, on the property located at 5519-5531 Cherry Ave., Long Beach, CA 90805 (the "Subject Property") and that these documents were sold or transferred to Defendant.

Giffin further alleges that it was in constant discussion with Defendant through its agent Jacob, son of managing member Tim, and that a loan commitment letter with terms agreed upon by Jacob was presented to and received by Defendant.

Despite this, Defendant foreclosed on the Subject Property in April 2025.

On April 14, 2026, Defendant filed this Demurrer with Motion to Strike.

Giffin filed its Oppositions on August 14, 2026.

Giffin's Opposition exceeded the permitted 15-page limit; as Giffin did not seek leave to file memorandum of points and authorities beyond the page limit, the Court has not considered those pages that exceed the 15-page limit.

On August 20, 2026, Defendant filed its Reply.

LEGAL STANDARD

A. Demurrer

A demurrer is an objection to a pleading, the grounds for which are¿apparent¿from either the face of the complaint or a matter of which the court may take judicial notice. (Code Civ. Proc. Sec. 430.30(a); Blank v. Kirwan ¿(1985) 39 Cal.3d 311, 318.)¿"To survive a demurrer, the complaint need only allege facts sufficient to state a cause of action; each evidentiary fact that might eventually form part of the plaintiff's proof need¿not be¿alleged."¿(C.A. v. William S. Hart Union High School Dist. ¿(2012) 53 Cal.4th 861, 872.)¿For the purpose of¿testing the sufficiency of the cause of action, the demurrer admits the truth of all material facts properly pleaded.¿ (Aubry v. Tri-City Hospital Dist.¿ (1992) 2 Cal.4th 962, 966-967.)¿A demurrer "does not admit contentions, deductions or conclusions of fact or law."¿(Daar v. Yellow Cab Co. ¿(1967) 67 Cal.2d¿695, 713.)

B. Motion to Strike

Any party, within the time allowed to respond to a pleading may serve and file a notice of motion to strike the whole or any part thereof. (Code Civ. Proc. Sec. 435(b)(1); Cal. Rules of Court, Rule 3.1322(b).)

The court may, upon a motion or at any time in its discretion and upon terms it deems proper: (1) strike out any irrelevant, false, or improper matter inserted in any pleading; or (2) strike out all or any part of any pleading not drawn or filed in conformity with the laws of California, a court rule, or an order of the court. (Code Civ. Proc. Sec. 436(a)-(b);¿ Stafford v.¿Shultz ¿(1954) 42 Cal.2d 767, 782 ["Matter in a pleading which is not essential to the claim is surplusage; probative facts are surplusage and may be stricken out or disregarded"].)

C. Leave to Amend

"Where the defect raised by a motion to strike or by demurrer is reasonably capable of cure, leave to amend is routinely and liberally granted to give the plaintiff a chance to cure the defect in question." (CLD Construction, Inc. v. City of San Ramon¿ (2004) 120 Cal.App.4th 1141, 1146.)

"A trial court does not abuse its discretion when it sustains a demurrer without¿leave to amend¿if either (a) the facts and the nature of the claims are clear and no liability exists, or (b) it is probable from the nature of the defects and previous unsuccessful attempts to plead that the plaintiff cannot state a claim." (Cantu v. Resolution Trust Corp.¿ (1992)¿4 Cal.App.4th 857, 889.)¿¿

The burden is on the complainant to show the Court that a pleading can be amended successfully. (Goodman v. Kennedy¿ (1976) 18 Cal.3d 335, 348.)¿¿

JUDICIAL NOTICE

At Defendant's request, the Court takes judicial notice of this Court's February 18, 2026 Minute Order sustaining Defendant's Demurrer to Plaintiff's Complaint, County of Los Angeles Superior Court, Case No. 25STCV26270 ("Order").

DISCUSSION

A. Demurrer

1. First Cause of Action (Wrongful Foreclosure)

Defendant asserts that the First Cause of Action fails because the Complaint does not allege that Giffin offered tender or facts under which any recognized exception to the tender requirement would apply.

Defendant notes that Giffin only alleges a prospective means of payment through a Loan Commitment Letter, a financing letter from a third party that was contingent upon completion of review, which does not satisfy the tender rule under California case precedent.

Defendant also argues that the language used in the First Cause of Action is conclusory.

Giffin argues that tender is not required where a plaintiff alleges that the sale or lien is void and, here, it is alleged that Defendant closed on the Subject Property in bad faith, and statutory requirements were violated.

Giffin asserts that its allegations must be accepted as true.

Giffin contends that, if the Court were to require tender, then it would improperly assume the truth of Defendant's position.

Giffin also disputes the amount and enforceability in claimed indebtedness.

In Reply, Defendant states that the FAC does not challenge the validity of the debt, but, rather, affirmatively acknowledges it.

Defendant then argues that, because of this, Giffin's argument regarding a dispute over accuracy of the fees or payoffs are outside the scope of the Demurrer and unsupported by the allegations in the FAC.

Defendant asserts that neither the FAC nor the additional facts discussed in the Opposition allege a void foreclosure or otherwise bring this case within a recognized tender exception, and, based on the allegations, the foreclosure would be voidable, not void.

Defendant reiterates that the Loan Commitment Letter cannot constitute tender.

"The elements of the tort of wrongful foreclosure are: (1) the trustee or mortgagee caused an illegal, fraudulent, or willfully oppressive sale of real property pursuant to a power of sale in a mortgage or deed of trust; (2) the party attacking the sale (usually but not always the trustor or mortgagor) was prejudiced or harmed; and (3) in cases where the trustor or mortgagor challenges the sale, the trustor or mortgagor tendered the amount of the secured indebtedness or was excused from tendering; and (4) no breach of condition or failure of performance existed on the mortgagor's or trustor's part which would have authorized the foreclosure or exercise of the power of sale." (Majd v. Bank of America, N.A. (2015) 243 Cal.App.4th 1293, 1306-1307 [internal quotation marks omitted].)

The First Cause of Action acknowledges a debt to Defendant of $165,000.00 under the secured note (FAC P.P. 6-9, 24); alleges a presentation by Plaintiff to Defendant of a Commitment Letter, attached to the Complaint as Exhibit A (id. P.P. 24-28); and alleges Defendant's failure to act in good faith (id. P.P. 15, 29).

The allegations establish that there was a breach of contract or failure of performance by Giffin in the amount of $165,000.00.

There are no allegations in the First Cause of Action of statutory requirements (aside from a 90-day delinquency notice in paragraph 13), a dispute of the amount of the debt owed, or enforceability of the power of sale under the Deed of Trust.

Giffin's allegations in Paragraphs 17 to 19 are conclusory.

Giffin has conceded that it failed to perform on the Note and Deed of Trust at the time of foreclosure.

Giffin argues both that the Loan Commitment letter was a tender of full performance and, citing Lona v. Citibank, N.A. (2011) 202 Cal.App.4th 89 (" Lona "), that such a tender was not required where the borrower attacks the validity of the underlying debt, the foreclosure sale is void or the borrower has a set-off or counterclaim to the amount due. (Demurrer Opp. 8:6-17.)

But the FAC alleges and acknowledges the amount of the debt, those allegations contradicting any conclusory allegations in the same pleading that the amount was disputed, no facts were alleged that would void the foreclosure sale (rather than possibly making the sale voidable), and no facts supporting a set-off or counterclaim were alleged.

Moreover, Giffin the third-party Loan Commitment Letter, contained contingencies for completion of quality control review and appraisal review, and, therefore, does not support an allegation of full tender.

Accordingly, the Demurrer to the First Cause of Action (Wrongful Foreclosure) is sustained.

Because Giffin has not shown how it will rectify the deficiency in the FAC as it has pled that it had $165,000.00 outstanding and has failed to allege an exception to tender for a second time, the Court does not grant leave to amend.

2. Second Cause of Action (Quiet Title)

In a claim for quiet title, a plaintiff must plead (1) a description of the property that is the subject of the action, specifically the location of tangible personal property and the legal description and street address or common designation of real property, (2) the title of the plaintiff as to which a determination under this chapter is sought and the basis of the title, (3) the adverse claims to the title of the plaintiff against which a determination is sought, (4) the date as of which the determination is sought, and (5) a prayer for the determination of the title of the plaintiff against the adverse claims. (Code Civ. Proc. Sec. 761.020.)

Where a borrower is seeking to quiet title against the interests of the holder of a deed of trust securing the loan against the borrower's real property, this cause of action also requires tender of indebtedness. (Aguilar v. Bocci (1974) 39 Cal.App.3d 475, 477; see also Lueras v. BAC Home Loans Servicing, LP (2013) 221 Cal.App.4th 49, 86 ["A borrower may not ... quiet title against a secured lender without first paying the outstanding debt on which the mortgage or deed of trust is based"].)

A lis pendens must be filed in a quiet title action. (Code Civ. Proc. Sec. 741.010(b); see also Carr v. Rosien (2015) 238 Cal.App.4th 845, 851.)

The parties incorporate the arguments in regard to the First Cause of Action as their arguments as to the Second Cause of Action.

As explained above, the FAC fails to plead tender, no facts are alleged to support any exception to that requirement.

In addition, Giffin has not recorded a lis pendens, as required.

For the reasons stated above, the demurrer to the Second Cause of Action is sustained without leave to amend.

3. Third Cause of Action (Interference by Intended Third Party Creditor Beneficiary)

There is overlap between the argument presented for the Third Cause of Action in the Demurrer and in the Motion to Strike.

The Court addresses the Third Cause of Action in connection with the Motion to Strike, below.

B. Motion to Strike

Defendant seeks to strike the Third Cause of Action (Interference by Intended Third Party Creditor Beneficiary) as it exceeds the Court's scope of leave to amend.

Specifically, Defendant asserts that Plaintiffs were to rectify the deficiencies in their fraud cause of action, not allege a new, separate form of liability.

Giffin argues that the Third Cause of Action is premised on the same operative facts - the loan, the same parties, the foreclosure, the servicing conduct, and the same injuries - and, as such, does not exceed the Court's leave to amend.

Giffin further argues that the new cause of action rectifies the deficiencies pointed out in the Court's prior ruling and, as such, is within the Court's grant of leave to amend.

Defendant argues that there is no exception for a new cause of action arising from overlapping facts and that Giffin's case citations focus on whether a claim directly responds to a defect identified by a court.

Defendant contends that the new cause of action does not cure the previous defects.

Case law distinguishes two types of leave to amend: (1) a situation where the pleader of his own accord seeks leave to amend his pleading and (2) the amendment of a pleading to which a demurrer has been sustained with leave to amend. (People ex rel. Dept. Pub. Wks. v. Clausen (1967) 248 Cal.App.2d 770, 785.)

Where a pleader of his own accord seeks leave to amend, the pleader is given a broad grant to amend and is free to add new parties and claims. (Id. [citing to Louvall v. Gridley (1886) 70 Cal. 507 and W. H. Marston Co. v. Kochritz (1926) 80 Cal.App.352 in which new parties were added]; see also Barr v. Carrol (1954) 128 Cal.App.2d 23, 26-27 [when leave to amend is granted, plaintiff is not precluded from pleading "inconsistent causes of action[s]. . .in as many ways as plaintiff believes his evidence will support, and plaintiff may recover if one well pleaded count is supported by the evidence [Citations]" so long as the new pleading does not "give rise to 'a wholly distinct and different legal obligation against the defendant' [Citations.]"].)

Where leave to amend has been given via sustained demurrer, it is narrow as the "leave to amend is not a sanctioning of a particular amendment which the pleader has submitted to the trial court." (Id.)

Such a "leave to amend must be construed as permission to the pleader to amend the cause of action which he pleaded in the pleading to which the demurrer has been sustained." (Id. at 785-786. See also Patrick v. Alacer Corp. (2008)167 Cal.App.4th 995, 1015 [leave to amend can include a new cause of action only where it "directly responds to the court's reason for sustaining the earlier demurrer"].)

Thus, "[f]ollowing an order sustaining a demurrer or a motion for judgment on the pleadings with leave to amend, the plaintiff may amend his or her complaint only as authorized by the court's order. The plaintiff may not amend the complaint to add a new cause of action without having obtained permission to do so, unless the new cause of action is within the scope of the order granting leave to amend. [Citations.]" (Harris v. Wachovia Mortgage, FSB (2010), 185 Cal.App.4th 1018, 1023.)

Datig v. Dove Books (1999) 73 Cal.App.4th 964, 983 fn.19, allowed a party to plead a cause of action for recission of contract after having pleaded cause of action for breach of contract as, under election of remedies doctrine, it is an alternative theory.

Patrick v. Alacer Corp (2008) 167 Cal.App.4th 995, 1015, acknowledged the general rule for leave to amend, but found it inapplicable where new cause of action "directly responds" to trial court's reason for sustaining demurrer.

Previously, the Court ruled on, in regards to claims related to fraud, Fraud, Constructive Fraud, and Negligent Misrepresentation.

The Court found deficiencies in all of the above causes of action.

Plaintiff contends that its "Intended Third Party Creditor Beneficiary Interference" claim rectifies the deficiencies previously identified by the Court and responds to the Court's ruling.

The Court does not find that Plaintiff has done so.

It is unclear what previous reasoning of the Court in sustaining the prior demurrer this new cause of action this claim responds to.

In addition, the claim in the Third Cause of Action is not a cognizable cause of action.

Accordingly, the Motion to Strike the Third Cause of Action (Interference by Intended Third Party Creditor Beneficiary) is granted.

The Demurrer to the Third Cause of Action (Interference by Intended Third Party Creditor Beneficiary) is moot.

Conclusion

Defendant Citizen's Business Bank's Demurrer is sustained without leave as to the First Cause of Action (Wrongful Foreclosure) and Second Cause of Action (Quiet Title).

Defendant Citizen's Business Bank's Demurrer is moot as to the Third Cause of Action (Interference by Intended Third Party Creditor Beneficiary).

Defendant Citizen's Business Bank's Motion to Strike, directed at the Third Cause of Action (Interference by Intended Third Party Creditor Beneficiary), is granted.

Date: 08/27/2026 _______________________________ William E. Weinberger Judge, Los Angeles Superior Court

Plaintiffs Jacob Giffin and Tim A. Giffin share the same surname.

The Court addresses each individually by first name for the purpose of clarity.

No disrespect is intended.

Case Number: 25STCV37835 Hearing Date: August 27, 2026 Dept: 413 TENTATIVE RULING HEARING DATE: 08/27/2026