Vizible Media Group v. Continental Management Group, LLC, et al.

Roofing did not require disclosure of the settlement agreement, including the amount of settlement, where the application for good faith settlement is uncontested. Alcal Roofing explained that in the where the settlement is contested by nonsettling parties, the moving party must make available to nonsettlors and the court the details of the settlement.

The Court distinguished the lax "bare bones" showing allowed for in City of Grand Terrace, supra, 192 Cal.App.3d at 1261 on grounds that City of Grand Terrace was discussing uncontested settlements: "The court there [City of Grand Terrace] merely suggested that because many settlements are uncontested the settlor's initial papers need only set forth the ground of good faith accompanied by a declaration which sets forth a brief background of the case. This does not excuse settlors in a contested case from making available to nonsettlors and the court the details of the settlement...We note that a party may not both seek confirmation of a settlement agreement and withhold it from nonsettling defendants on grounds of confidentiality." (Alcal Roofing, supra, 8 Cal.App.4 th at 1127.)

Defendant Med-Laser's Application for Good Faith Settlement is unopposed. All parties were served with the Application and no opposition was filed. Defense counsel also testifies under penalty of perjury that she discussed the settlement with the other defendants and they did not oppose the settlement.

Under these circumstances, the standard for determination of good faith settlement set forth under City of Grand Terrace applies. Defendant Med-Laser is therefore only required to submit a "bare bones" declaration describing the settlement in general terms and briefing setting for the grounds to find good faith. (City of Grand Terrace, supra, 192 Cal.App.3d at 1261.)

Defendant satisfies the City of Grand Terrace standard. (Tanaka Dec., P.P.1-20.) Defendant Med-Laser's motion for determination of good faith settlement is therefore granted.

V. CONCLUSION

Defendant Med-Laser's Motion for Determination of Good Faith Settlement is GRANTED.

Group v. Continental Management Group, LLC, et al. Tuesday, September 8, 2026 TENTATIVE ORDER SUSTAINING WITHOUT LEAVE TO AMEND THE DEMURRER OF CONTINENTAL MANAGEMENT GROUP, LLC TO THE SECOND CAUSE OF ACTION IN THE THIRD AMENDED COMPLAINT

I. BACKGROUND

On April 30, 2026, the court sustained the demurrer of CMG to the anticipatory breach cause of action in the second amended complaint with leave to amend. The court considered the demurrer, opposition, and reply filed regarding the demurrer to the third amended complaint.

II. ARGUMENTS

CMG challenges the anticipatory breach cause of action on the ground that the second amended complaint expressly alleged Plaintiff's termination of the licensing agreement, and that the omissions in the third amended complaint do not cure the defect. CMG argues that anticipatory breach requires an operative contract and that the allegations supporting the first cause of action for breach of contract conflict with the existence of a contract capable of later repudiation.

Plaintiff opposes the demurrer, disputes application of the sham pleading doctrine, and again relies on the rule permitting inconsistent and alternative pleading, as discussed in the court's prior order. Plaintiff also invokes the mistake and inadvertence exception to the sham pleading doctrine. Plaintiff maintains that the third amended complaint alleges that the licensing agreement remained in existence and was not previously terminated.

CMG replies that the sham pleading doctrine applies and that the conflicting allegations concerning the status of the licensing agreement preclude the anticipatory breach claim.

III. LEGAL STANDARDS

A demurrer tests the sufficiency of a complaint as a matter of law and raises only questions of law. (Schmidt v. Foundation Health (1995) 35 Cal.App.4th 1702, 1706.) In testing the complaint's sufficiency, the court must assume the truth of the properly pleaded factual allegations as well as facts that can be reasonably inferred from those expressly pleaded facts. The court may also consider matters properly subject to judicial notice. (Blank v. Kirwan (1985) 39 Cal.3d 311, 318.)

The court may not consider contentions, deductions, or conclusions of fact or law. (Moore v. Conliffe (1994) 7 Cal.4th 634, 638.) Plaintiff is required to allege facts sufficient to establish every element of each cause of action. (Rakestraw v. California Physicians Service (2000) 81 Cal.App.4th 39, 43.)

Where the complaint fails to state facts sufficient to constitute a cause of action, courts should sustain the demurrer. Code Civ. Proc., Sec. 430.10(e); Zelig v. County of Los Angeles (2002) 27 Cal.4th 1112, 1126.) Sufficient facts are the essential facts of the case "with reasonable precision and with particularity that is sufficiently specific to acquaint the defendant with the nature, source, and extent of his cause of action." (Gressley v. Williams (1961) 193 Cal.App.2d 636, 643-644.)

Whether the Plaintiff will be able to prove the pleaded facts is irrelevant. (Stevens v. Superior Court (1986) 180 Cal.App.3d 605, 609-610.) A demurrer may also be sustained if a complaint is "uncertain." Uncertainty exists where a complaint's factual allegations are so confusing, they do not sufficiently apprise a defendant of the issues it is being asked to meet. (Williams v. Beechnut Nutrition Corp. (1986) 185 Cal.App.3d 135, 139, fn. 2; Code Civ. Proc., Sec. 430.10(f).)

IV. DISCUSSION

California law defines anticipatory breach in terms of a party's repudiation of a bilateral contract. As the Supreme Court explained: "Anticipatory breach occurs when one of the parties to a bilateral contract repudiates the contract. The repudiation may be expressed or implied. An express repudiation is a clear, positive, unequivocal refusal to perform. When a promisor repudiates a contract, the injured party faces an election of remedies: he can treat the repudiation as an anticipatory breach and immediately seek damages for breach of contract, thereby terminating the contractual relation between the parties, or he can treat the repudiation as an empty threat, wait until the time for performance arrives and exercise his remedies for actual breach if a breach does in fact occur at such time." (Taylor v. Johnston (1975) 15 Cal.3d 130, 137.)

In sustaining the demurrer to the second amended complaint with leave to amend, the court concluded that Plaintiff could potentially plead both breach of contract and anticipatory breach in the same complaint if the alleged repudiation occurred before performance was due. The court specifically addressed Plaintiff's allegation that CMG breached the agreement in September 2024 by permitting a competitor to place signage in an exclusive territory. That alleged breach preceded Plaintiff's later election of remedies, including termination of the agreement, while the parties' dispute over exclusivity allegedly continued "as recently as December 19, 2024." [See Sec. Amend. Comp., P.P. 23, 25, 26, 33, 36, 37.]

Leave to amend was granted to permit Plaintiff to resolve this factual discrepancy. The third amended complaint does not resolve the problem. It continues to allege an actual breach in September 2024. [Third Amend. Comp., P. 28.] The anticipatory breach cause of action continues to rely on the December 19, 2024 dispute over exclusivity [Third Amend. Comp., P. 37] and alleges termination of the agreement without identifying any repudiation that occurred before the September 2024 breach. [Third Amend. Comp., P. 41.]

Plaintiff attempts to reconcile these allegations through alternative pleading. [Third Amend. Comp., P. 33.] Plaintiff also represents in opposition that it removed the allegation terminating the licensing agreement. (Opp. 5:5-6.) The operative pleading, however, says otherwise. Paragraph 37 of the second amended complaint alleged: "As a direct and proximate result of Defendant Continental Media Groups' anticipatory breach and repudiation of the License Agreement, Plaintiff hereby elects to terminate the License Agreement." Paragraph 41 of the third amended complaint similarly alleges: "As a direct and proximate result of Defendant Continental Media Groups' anticipatory breach and repudiation of the License Agreement, Plaintiff hereby elects to terminate the License Agreement and treat these actions as a breach of contract."

Thus, despite leave to amend, Plaintiff has not alleged a repudiation preceding the September 2024 breach. Instead, it continues to allege an actual breach in September 2024, a dispute extending into December 2024, and a later election to terminate the agreement. The third amended complaint therefore does not materially cure the defect identified in the prior ruling.

Although Plaintiff characterizes the amended allegations as significantly different, the relevant chronology remains the same: the alleged actual breach occurred before the alleged repudiation and election of remedies supporting the anticipatory breach claim.

Plaintiff does make one pleading change. Unlike the second amended complaint, the third amended complaint incorporates only the allegations through paragraph 24 into the anticipatory breach cause of action, thereby avoiding express incorporation of the conflicting dates alleged in the first cause of action. [Third Amend. Comp., P. 32.] That drafting change does not cure the substantive inconsistency.

Alternative pleading permits inconsistent legal theories, but it does not permit contradictory factual allegations concerning the same transaction where the pleader asserts those facts as true. The distinction was recognized in Beatty v. Pacific States Savings & Loan Co. (1935) 4 Cal.App.2d 692. Although inconsistent causes of action may be pleaded, the rule does not permit a party to allege one set of facts concerning a transaction in one cause of action and contradictory facts concerning the same transaction in another. As the court explained, a pleader may not "blow both hot and cold in the same complaint on the subject of facts of which he purports to speak with knowledge under oath." (Id. at pp. 696-697.)

The same principle has been stated more succinctly: "While inconsistent theories of recovery are permitted [citation], a pleader cannot blow hot and cold as to the facts positively stated." (Manti v. Gunari (1970) 5 Cal.App.3d 442, 449; see The Travelers Indemnity Co. of Connecticut v. Navigators Specialty Ins. Co. (2021) 70 Cal.App.5th 341, 360.)

Accordingly, the amendments do not cure the underlying factual problem. The verified pleadings continue to allege a chronology in which the actual breach occurred in September 2024, before the later events relied upon to support anticipatory breach. Plaintiff cannot avoid that inconsistency merely by limiting incorporation of earlier paragraphs or omitting language while retaining the same operative facts. The rule permitting alternative pleading does not require the court to disregard contradictory factual allegations concerning the same transaction.

Because the anticipatory breach claim fails under the principles governing inconsistent factual pleading, the court need not separately determine whether the sham pleading doctrine provides an additional basis for sustaining the demurrer. (Owens v. Kings Supermarket (1988) 198 Cal.App.3d 379, 383-384; Berman v. Bromberg (1997) 56 Cal.App.4th 936, 946.)

After four attempts to plead the claim, the court concludes that Plaintiff cannot state a valid cause of action for anticipatory breach without relying on conflicting factual allegations in its verified pleadings. (Code Civ. Proc., Sec. 430.41, subd. (e)(1); Youngman v. Nevada Irr. Dist. (1969) 70 Cal.2d 240, 245.)

The demurrer of CMG to the second cause of action for anticipatory breach in the third amended complaint is sustained without leave to amend. CMG shall answer the remaining causes of action within 10 days of this order.

25STCV00617 Vizible Media Group v. Continental Management Group, LLC, et al. Tuesday, September 8, 2026

TENTATIVE ORDER OVERRULING THE DEMURRER OF TORREY RIPINSKY TO THE FIFTH CAUSE OF ACTION IN THE THIRD AMENDED COMPLAINT.

I. BACKGROUND

Plaintiff Vizible Media Group, LLC alleges that it held exclusive rights under a licensing agreement with Continental Management Group, LLC ("CMG") to place and sell advertising at certain locations. Plaintiff further alleges that Defendant Torrey Ripinsky ("Ripinsky"), CMG's managing director, interfered with Plaintiff's existing relationships with advertising agencies by allowing competitors to use locations allocated to Plaintiff and by representing that others had the right to sell advertising at those locations. Plaintiff asserts the fifth cause of action against Ripinsky for intentional interference with prospective economic advantage.

On April 30, 2026, the court sustained Ripinsky's demurrer to this cause of action in the second amended complaint with leave to amend because Plaintiff had not alleged a sufficiently definite, non-speculative economic relationship with an identifiable third party. The third amended complaint now alleges existing relationships with advertising agencies and adds allegations concerning Ripinsky's knowledge of and interference with those relationships. The court has considered the demurrer, opposition, and reply.

II. ARGUMENTS

Ripinsky argues that the fifth cause of action remains deficient because Plaintiff has not alleged an existing economic relationship with a third party carrying a probability of future economic benefit. He also contends that the alleged conduct is not independently wrongful and that the claimed economic benefit remains speculative.

Plaintiff responds that the third amended complaint cures the defect identified in the April 30, 2026 order by alleging existing relationships with advertising agencies from which Plaintiff expected future advertising business. Plaintiff further contends that Ripinsky knew of those relationships and intentionally disrupted them through independently wrongful conduct.

In reply, Ripinsky maintains that the alleged relationships and resulting economic benefit remain too speculative to support the claim.

III. LEGAL STANDARDS

A demurrer tests the sufficiency of a complaint as a matter of law and raises only questions of law. (Schmidt v. Foundation Health (1995) 35 Cal.App.4th 1702, 1706.) In testing the complaint's sufficiency, the court must assume the truth of the properly pleaded factual allegations as well as facts that can be reasonably inferred from those expressly pleaded facts. The court may also consider matters properly subject to judicial notice. (Blank v. Kirwan (1985) 39 Cal.3d 311, 318.)

The court may not consider contentions, deductions, or conclusions of fact or law. (Moore v. Conliffe (1994) 7 Cal.4th 634, 638.) Plaintiff is required to allege facts sufficient to establish every element of each cause of action. (Rakestraw v. California Physicians Service (2000) 81 Cal.App.4th 39, 43.)

Where the complaint fails to state facts sufficient to constitute a cause of action, courts should sustain the demurrer. (Code Civ. Proc., Sec. 430.10(e); Zelig v. County of Los Angeles (2002) 27 Cal.4th 1112, 1126.) Sufficient facts are the essential facts of the case "with reasonable precision and with particularity that is sufficiently specific to acquaint the defendant with the nature, source, and extent of his cause of action." (Gressley v. Williams (1961) 193 Cal.App.2d 636, 643-644.)

Whether the Plaintiff will be able to prove the pleaded facts is irrelevant. (Stevens v. Superior Court (1986) 180 Cal.App.3d 605, 609-610.) A demurrer may also be sustained if a complaint is "uncertain." Uncertainty exists where a complaint's factual allegations are so confusing, they do not sufficiently apprise a defendant of the issues it is being asked to meet. (Williams v. Beechnut Nutrition Corp. (1986) 185 Cal.App.3d 135, 139, fn. 2; Code Civ. Proc., Sec. 430.10(f).)

IV. DISCUSSION

The April 30, 2026, order sustained Ripinsky's prior demurrer because the second amended complaint alleged only a generalized expectation that Plaintiff would solicit advertising agencies; it did not allege an existing relationship with an advertising agency. The issue is whether the third amended complaint cures that defect and otherwise states a claim for intentional interference with prospective economic advantage.

The elements of intentional interference with prospective economic advantage are: (1) an economic relationship between the plaintiff and a third party containing the probability of future economic benefit to the plaintiff; (2) the defendant's knowledge of that relationship; (3) intentional wrongful acts designed to disrupt the relationship; (4) actual disruption; and (5) resulting economic harm. (Korea Supply Co. v. Lockheed Martin Corp. (2003) 29 Cal.4th 1134, 1153; Roy Allan Slurry Seal, Inc. v. American Asphalt South, Inc. (2017) 2 Cal.5th 505, 512.)

The alleged relationship need not be a binding contract, but it must be an existing economic relationship with a reasonably probable future benefit, rather than a speculative expectancy. (Pacific Gas & Electric Co. v. Bear Stearns & Co. (1990) 50 Cal.3d 1118, 1126; Roy Allan Slurry Seal, supra, 2 Cal.5th at p. 515.) The plaintiff must also allege conduct that is independently wrongful--that is, wrongful by some legal measure apart from the interference itself. (Korea Supply, supra, 29 Cal.4th at pp. 1154, 1159.)

The third amended complaint cures the principal defect identified in the prior order. Plaintiff now alleges that it had existing relationships with various advertising agencies through which it marketed advertising at selected locations and expected future advertising business. [Third Amend. Comp., P.P. 63-64.] Plaintiff further alleges that Ripinsky knew of those relationships and of the importance of Plaintiff's access to the subject locations. [Third Amend. Comp., P.P. 63, 65-66.] These allegations go beyond a generalized hope of obtaining future customers and, at the pleading stage, sufficiently allege existing economic relationships carrying a probability of future economic benefit.

Plaintiff also sufficiently alleges disruption and resulting harm. According to the third amended complaint, Ripinsky permitted competitors to use advertising space allocated to Plaintiff and engaged in conduct that caused advertising agencies to cease considering Plaintiff's proposals or otherwise impaired Plaintiff's ability to obtain advertising business from those agencies. [Third Amend. Comp., P.P. 64, 67-68.] Whether Plaintiff can ultimately prove that these relationships would have produced future business is a factual question that cannot be resolved on demurrer. (North American Chemical Co. v. Superior Court (1997) 59 Cal.App.4th 764, 786; see Sole Energy Co. v. Petrominerals Corp. (2005) 128 Cal.App.4th 212, 243.)

Ripinsky separately argues that the alleged interference is not independently wrongful. For a claim of interference with prospective economic advantage, the challenged act must be unlawful under some constitutional, statutory, regulatory, common law, or other determinable legal standard. (Korea Supply, supra, 29 Cal.4th at p. 1159.) This requirement distinguishes actionable interference from lawful competitive conduct. (Ibid.)

The third amended complaint alleges more than Ripinsky's participation in CMG's contractual decisions. Plaintiff alleges that Ripinsky knew of Plaintiff's relationships with advertising agencies and intentionally acted to disrupt those relationships by permitting competitors to use space allocated to Plaintiff and by facilitating or making representations that others had the right to sell advertising at the subject locations. [Third Amend. Comp., P.P. 64-68.] Read as a whole and accepted as true for purposes of demurrer, those allegations sufficiently plead conduct claimed to be independently wrongful rather than merely lawful competition. Whether the evidence ultimately establishes independently wrongful conduct is not properly resolved at the pleading stage.

Ripinsky's remaining arguments depend in substantial part on competing factual inferences concerning the nature of Plaintiff's relationships with the advertising agencies, the likelihood of future business, and Ripinsky's conduct and purpose. Those matters extend beyond the face of the pleading and cannot be resolved on demurrer. The fifth cause of action is sufficiently pleaded.

The demurrer of Ripinsky to the fifth cause of action for intentional interference with prospective economic advantage in the third amended complaint is OVERRULED. Ripinsky shall answer the third amended complaint within 10 days of this order. | Home -->)" -->