Aimar vs. LA Roofing & Builder Group, Inc.

evidence which substantiates that the plaintiff will meet the clear and convincing standard of proof under Section 3294 of the Civil Code.”

(Code Civ. Proc. § 425.14).

Plaintiff filed a notice of non-opposition, contending that Plaintiff does not oppose granting SCC’s motion to strike at this time. However, Plaintiff argues it has in the process of gathering declarations to obtain evidence sufficient to comply with section 425.14 and should be given the opportunity in the future to amend to allege compliance.

Given Plaintiff’s non-opposition and, therefore, implied concession that the SAC, as currently pled, does not comply with section 425.14, the motion is GRANTED.

The Case Management Conference is continued to December 03, 2026 at 09:00 am in Department C10.

Moving Defendant to give notice. 8 Aimar vs. LA The demurrer by Defendant Bumble Roofing of LA, LLC (“Bumble 110”) to Roofing & Builder the first through sixth causes of action by Plaintiffs David Aimar and Theresa Group, Inc. Golden are OVERRULED.

Legal Standard on Demurrer

A demurrer presents an issue of law regarding the sufficiency of the allegations set forth in the complaint. (Lambert v. Carneghi (2008) 158 Cal.App.4th 1120, 1126.) The challenge is limited to the “four 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. (Code Civ. Proc., § 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.)

A pleading is adequate if it contains a reasonably precise statement of the ultimate facts, in ordinary and concise language, and with sufficient detail to acquaint a defendant with the nature, source and extent of the claim. The degree of detail required depends on the extent to which the defendant in fairness needs such detail which can be conveniently provided by the plaintiff. Less particularity is required when the defendant ought to have co-extensive or superior knowledge of the facts. Under normal circumstances, there is no need for specificity in pleading evidentiary facts. However, bare conclusions of law are insufficient. (Code Civ. Proc., §§ 425.10(a), 459; Doe v. City of Los 17

Angeles (2007) 42 Cal.4th 531, 549-50; Zelig v. County of Los Angeles (2002) 27 Cal.4th 1112, 1126; Doheny Park Terrace HOA v. Truck Ins. Exchange (2005) 132 Cal.App.4th 1076, 1098-99; Berger v. California Insurance Guarantee Assn (2005) 128 Cal.App.4th 989, 1006.)

Sixth Cause of Action for Fraud and Fifth Cause of Action for Breach of Contract

“A promise to do something necessarily implies the intention to perform; hence, where a promise is made without such intention, there is an implied misrepresentation of fact that may be actionable fraud. [Citations.]” (Beckwith v. Dahl (2012) 205 Cal.App.4th 1039, 1060). “Thus, in a promissory fraud action, to sufficiently alleges defendant made a misrepresentation, the complaint must allege (1) the defendant made a representation of intent to perform some future action, i.e., the defendant made a promise, and (2) the defendant did not really have that intent at the time that the promise was made, i.e., the promise was false.” (Id.)

Moving Defendant argues that Plaintiff did not sufficiently allege a cause of action for false promise. Moving Defendant argues that although Plaintiff alleges that Plaintiff first received a proposal (Ex. A to the First Amended Complaint) from Moving Defendant Bumble Roofing of LA, LLC (“Bumble 110”), which contained Moving Defendant Bumble 110’s contractor’s license number, the proposal is not a contract. As such, Moving Defendant argues that the terms of the actual agreement (Ex B to the First Amended Complaint), which then switched the entity to LA Roofing & Builder Group, Inc. d/b/a Bumble Roofing (“Bumble 106”), and contained the contractor’s license of Bumble 106 and not Bumble 110, controls. Moving Defendant Bumble 110 then argues that there was no enforceable contract between Plaintiff and Bumble 110—the actual contract that was formed was with Bumble 106.

Here, the court disagrees with the Moving Defendant and finds that Plaintiff sufficiently pled a cause of action for false promise. Plaintiff alleges the inconsistencies between the proposal and the agreement. Plaintiff also alleges that Bitan was the sole owner of both Bumble 106 and Bumble 110 and that both Bumble 106 and Bumble 110 were known as Bumble Roofing to the public. Plaintiff also alleges the intent of the alleged false promise— “BITAN had formed BUMBLE ROOFING 110 with the intent of dissolving BUMBLE ROOFING 106.

As a result, BITAN wanted the Agreement to reflect the soon to be defunct BUMBLE ROOFING 106’s license number rather than BUMBLE ROOFING 110’s license number. This confusion regarding which BUMBLE DEFENDANT Plaintiffs were contracting with was intended to, and in fact did, deceive Plaintiffs.” (FAC at ¶ 82). The allegations are sufficient to put Defendants on notice of the basis of Plaintiffs’ fraud cause of action—i.e., that Plaintiff relied on the representations of Bitan that Plaintiff was contracting with a viable company, that Bitan first induced Plaintiff with a proposal from Bumble 106, but then Bitan then presented a contract that actually named Bumble 110 as the contractor, even though Bitan intended to dissolve Bumble 110 and made it defunct and uncollectable. 18

Plaintiffs also sufficiently alleges that Bumble 110 was a mere conduit of Bumble 106 and/or was the successor of Bumble 106. Plaintiffs also sufficiently allege that Bitan was the alter ego of both Bumble 106 and Bumble 110.

Courts have expanded the alter ego theory to apply to other corporations under a mere conduit/single business enterprise theory. (Toho-Towa Co., Ltd. v. Morgan Creek Productions, Inc. (2013) 217 Cal.App.4th 1096, 1107–1108). “A court may also disregard the corporate form in order to hold one corporation liable for the debts of another affiliated corporation when the latter ‘is so organized and controlled, and its affairs are so conducted, as to make it merely an instrumentality, agency, conduit, or adjunct of another corporation.’” (Id.) “Under the ‘single business enterprise’ doctrine, separate corporations may operate with integrated resources in pursuit of a single business purpose.” (Id.) “The ‘single-business-enterprise’ theory is an equitable doctrine applied to reflect partnership-type liability principles when corporations integrate their resources and operations to achieve a common business purpose.” (Id.)

Alter ego and/or the mere conduit/single business enterprise theory, therefore, seek to how the “equitable owner” responsible when the corporate form is sued to perpetuate a fraud, circumvent a statute, or accomplish some other wrongful or inequitable purpose. (Sonora Diamond Corp. v. Superior Court (2000) 83 Cal.App.4th 523, 538).

Further, under a separate theory, successor liability is an equitable doctrine that applies when a purchasing corporation is merely a continuation of the selling corporation, or the asset sale was fraudulently entered to escape debts and liabilities. (See Brown Bark III, L.P. v. Haver (2013) 219 Cal.App.4th 809, 822.) To invoke successor liability, the rule states that the purchaser does not assume the seller’s liabilities unless (1) there is an express or implied agreement of assumption; (2) the transaction amounts to a consolidation or merger of the two corporations; (3) the purchasing corporation is a mere continuation of the seller; or (4) the transfer of assets to the purchaser is for the fraudulent purpose of escaping liability for the seller’s debts. (Cleveland v. Johnson (2012) 209 Cal.App.4th 1315, 1327).

In terms of pleading, a party is required “to allege only ‘ultimate rather than evidentiary facts’” to allege alter ego. (Rutherford Holdings, LLC v. Plaza Del Rey (2014) 223 Cal.App.4th 221, 236). For example, the following allegations have been found to be sufficient to plead alter ego liability: “Rutherford alleged that Caswell dominated and controlled PDR; that a unity of interest and ownership existed between Caswell and PDR; that PDR was a mere shell and conduit for Caswell's affairs; that PDR was inadequately capitalized; that PDR failed to abide by the formalities of corporate existence; that Caswell used PDR assets as her own; and that recognizing the separate existence of PDR would promote injustice.” (Id. at 235-236). 19

Here, Plaintiffs have sufficiently pled these vicarious liable theories, that if proven, could hold each of the defendants responsible for each other’s actions under the Rutherford standard.

For this reason, the demurrer to the fifth and sixth causes of action is OVERRULED.

First Cause of Action for Breach of Contract, Second Cause of Action for Breach of Express Warranty, Third Cause of Action for Breach of Implied Warranty, and Fourth Cause of Action for Strict Liability

Moving Defendant argues that because there was no enforceable agreement between Plaintiffs and Bumble 110, each of these causes of action fail. As the court explains above, Plaintiffs have sufficiently alleged mere/conduit, single business enterprise, successor, and/or alter ego theories to hold Bumble 110 liable for agreements and liabilities of Bumble 106. For this reason, the demurrer to the first through fourth causes of action are OVERRULED.

Moving Defendant to give notice. 9 Alayarian Company, Defendant/Cross-Complainant, VMA HARBOR PLACE HOLDING a California COMPANY, LLC’s (“Defendant”) motion to Corporation vs. compel Plaintiff Alayarian Company dba Cinderella Cakes’ (ROA 66) and VMA Harbor Place Plaintiff Sam Alayarian’s (ROA 67) responses to Requests for Production of Holding Company, LLC Documents, Sets One is GRANTED. (Code of Civ. Proc. § 2031.300, subds. (a)-(c).)

Accordingly, Plaintiff Alayarian Company dba Cinderella Cakes and Plaintiff Sam Alayarian are ORDERED to provide verified, objection-free responses to Defendant’s Requests for Production of Documents, Sets One, that were served on December 5, 2025 within 20 days’ notice of this ruling.

The Court GRANTS Defendant’s request for sanctions, in a reduced amount. Plaintiff Alayarian Company dba Cinderella Cakes and Plaintiff Sam Alayarian are each ordered to pay sanctions to Defendant in the amount of $860.00. (See Code Civ. Proc., § 2031.300, subd. (c); See also Code Civ. Proc., § 2023.030, subd. (a) and § 2023.010, subd. (d).) Sanctions to be paid within 30 days’ notice of this ruling.

Defendant to give notice. 10 Harang Co. Defendant Vestand Inc.’s motion to set aside default is GRANTED. vs. Vestand Inc. Defendant shall separately file the answer attached as Exhibit 5 to the declaration of counsel within 10 days.

Defendant’s objections nos. 1, 2, and 3 are SUSTAINED for lack of foundation.

General Authority

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