Kostiv Cardinal International Law Group Corp. v. Arrieche

(Stanley Mosk Courthouse: Dept. 514) September 9, 2026 DEPARTMENT 514 LAW AND MOTION RULINGS

Law Group Corp. v. Arrieche

Defendants' Demurrer to First Amended Complaint Defendants' Motion to Strike Tentative Ruling The demurrer is sustained in part and overruled in part. The motion to strike is granted in part and denied in part.

Background

On December 18, 2025, Kostiv Cardinal International Law Group Corp. ("Plaintiff") filed the complaint in this action.

On January 5, 2026, Plaintiff filed the First Amended Complaint (the "FAC"). In the FAC, Plaintiff names as defendants Angelvis Arrieche, Ester Gomez, Daniel Toro, Immigrant Gateway, Ruben Rivera Mojica, and Does 1 through 100, and asserts causes of action for (1) Unauthorized Practice of Law (Business and Professions Code sections 6125 & 6126); (2) Unfair Competition (Business and Professions Code sections 17200 et seq.); (3) Intentional Interference with Contractual Relations; (4) Intentional Interference with Prospective Economic Advantage; (5) Negligent Interference with Prospective Economic Advantage; (6) Fraud - Intentional Misrepresentation; (7) Fraud - Concealment; (8) Fraud - False Promise; (9) False Advertising (Business and Professions Code sections 17500 et seq.); (10) Misappropriation of Trade Secrets and Confidential Information (Civil Code sections 3426 et seq.); (11) Unauthorized Computer Access/Data Fraud (Penal Code section 502); (12) Breach of Duty of Loyalty; (13) Civil Conspiracy,;(14) Aiding and Abetting; (15) Unjust Enrichment; (16) Injunctive Relief; (17) Declaratory Relief; (18) Breach of Written Contract; (19) Breach of Fiduciary Duty; and (20) Unfair Competition (Business and Professions Code sections 17200 et seq.).

Causes of Action Eighteen through Twenty are asserted against only Defendant Mojica.

On March 4, 2026, Defendant Mojica filed an answer to the FAC.

On March 13, 2026, Angelvis Arrieche, Ester Gomez and Immigrant Gateway (collectively, for purposes of this ruling, "Defendants") filed this demurrer and motion to strike.

On April 28, 2026, Plaintiff filed an opposition to the demurrer and motion to strike.

On May 4, 2026, Defendants filed replies.

On May 13, 2026, the Court continued the hearing and ordered counsel to meet and confer as required by statute.

On May 20, 2026, a supplemental declaration regarding the conference of counsel was filed.

The hearing was then continued by the Court to September 9. No trial date has been set.

Legal Standard

Demurrer Code of Civil Procedure section 430.10 provides: "The party against whom a complaint or cross-complaint has been filed may object, by demurrer or answer as provided in Section 430.30, to the pleading on any one or more of the following grounds: ... (e) The pleading does not state facts sufficient to constitute a cause of action. (f) The pleading is uncertain. As used in this subdivision, "uncertain" includes ambiguous and unintelligible. .. ."

A general demurrer under Code of Civil Procedure section 430.10, subdivision (e), tests whether the complaint states a cause of action. (Lewis v. Safeway, Inc. (2015) 235 Cal.App.4th 385, 388; Hahn v. Mirda (2007) 147 Cal.App.4th 740, 747; see also 1 Weil & Brown, California Practice Guide: Civil Procedure Before Trial [2025], P. 7:40.)

"We treat the demurrer as admitting all material facts properly pleaded, but not contentions, deductions or conclusions of fact or law. We also consider matters which may be judicially noticed." (Centinela Freeman Emergency Medical Associates v. Health Net of California (2016) 1 Cal.5th 994, 1010; Blank v. Kirwan (1985) 39 Cal.3d 311, 318; accord Yvanova v. New Century Mortgage Corp. (2016) 62 Cal.4th 919, 924; Marina Pacific Hotel and Suites v. Fireman's Fund Insurance Company (2022) 81 Cal.App.5th 96, 104.)

All reasonable inferences must be drawn in favor of the pleading. (Schifando v. City of Los Angeles (2003) 31 Cal.4th 1074, 1081; Marina Pacific Hotel and Suites, supra, 81 Cal.App.5th at p. 104.)

Even "improbable" facts alleged in the pleading must be accepted as true. (Marina Pacific Hotel and Suites, supra, 81 Cal.App.5th at pp. 104-105.)

Courts must "liberally construe the pleading" and "give the complaint a reasonable interpretation, reading it as a whole and its parts in context." (Id. at p. 105.)

A complaint must contain a "statement of facts constituting the cause of action, in ordinary and concise language." (Code Civ. Proc., Sec. 425.10, subd. (a)(1); see also C.A. v. William S. Hart High School Dist. (2012) 53 Cal.4th 861, 872 ["the complaint need only allege facts sufficient to state a cause of action"].)

Ordinarily, a complaint "is sufficient if it alleges ultimate rather than evidentiary facts." (Doe v. City of Los Angeles (2007) 42 Cal.4th 531, 550.)

Ultimate facts are those upon which "the right to recover depends" and are "essential" to the cause of action. (Estes v. Eaton Corp. (2020) 51 Cal.App.5th 636, 643 fn. 2; see also 1 Weil & Brown, supra, P. 6:124.)

A plaintiff is required to plead only "the essential facts of [its] case" that are sufficient "to acquaint a defendant with the nature, source and extent of [the] cause of action." (Doe, supra, 42 Cal.4th at p. 550.)

Mere boilerplate or pleading of legal conclusions is not sufficient. (Id. at p. 551 fn. 5.)

But a plaintiff need not allege "each evidentiary fact that might eventually form part of plaintiff's proof" at trial. (C.A., supra, 53 Cal.4th at p. 872.)

A demurrer for uncertainty under Code of Civil Procedure section 430.10, subdivision (f), is "disfavored" and will be sustained "only if the pleading is so incomprehensible that a defendant cannot reasonably respond." (A.J. Fistes Corp. v. GDL Best Contractors (2019) 38 Cal.App.5th 677, 695; accord Mahan v. Charles W. Chan Ins. Agency, Inc. (2017) 14 Cal.App.5th 841, 848, fn. 3.)

A complaint need not be "a model of clarity" and must only contain sufficient allegations to put the defendants on notice of the claims against them. (A.J. Fistes Corp., supra, 38 Cal.App.5th at p. 695.)

As the Court of Appeal has observed, "where a complaint is in some respects uncertain, ... ambiguities can be clarified under modern discovery procedures." (Khoury v. Maly's of Cal., Inc. (1993) 14 Cal.App.4th 612, 616; see also 1 Weil & Brown, supra, P.P. 7:85-7:86.)

A demurrer can be sustained only when it disposes of an entire cause of action. (Poizner v. Fremont General Corp. (2007) 148 Cal.App.4th 97, 119; Kong v. City of Hawaiian Gardens Redev. Agency (2003) 108 Cal.App.4th 1028, 1046.)

Leave to amend should be granted when "there is a reasonable possibility that the defect can be cured by amendment." (Centinela Freeman, supra, 1 Cal.5th at p. 1010; Blank, supra, 39 Cal.3d at p. 318; Shaeffer v. Califia Farms (2020) 44 Cal.App.5th 1125, 1145.)

Motion to Strike Under Code of Civil Procedure section 435, "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, subd. (b)(1).)

Code of Civil Procedure section 436 provides: "The court may, upon a motion made pursuant to Section 435, or at any time in its discretion, and upon terms it deems proper: (a) Strike out any irrelevant, false, or improper matter inserted in any pleading. (b) Strike out all or any part of any pleading not drawn or filed in conformity with the laws of this state, a court rule, or an order of the court." (Code Civ. Proc., Sec. 436.)

In ruling on a motion to strike, the court must assume the truth of the properly pleaded facts in the complaint or other pleading. (Turman v. Turning Point of Central California, Inc. (2010) 191 Cal.App.4th 53, 63.)

Meet and Confer Requirement Before filing a demurrer or motion to strike, the parties must "meet and confer in person, by telephone, or by video conference." (Code Civ. Proc., Sec. 430.41, subd. (a) & Sec. 435.5, subd. (a) .)

This requirement has now been satisfied. (Supp. Eghbali Decl., P.P. 6-8.)

Discussion

DEMURRER In the FAC, Plaintiff alleges (among other things) that it is a law firm that provides immigration services to clients under written retainer agreements and maintains confidential, proprietary, and trade secret information regarding its work and business operations. (FAC, P.P. 4, 15-18.)

Plaintiff alleges that Defendants Arrieche and Gomez are non-lawyers and former employees of Plaintiff; while employed by Plaintiff, they had authorized access to Plaintiff's confidential information, including client-related information (FAC, P.P. 5-6, 19.)

Plaintiff alleges that Arrieche and Gomez wrongfully copied Plaintiff's confidential information and wrongfully accessed and/or retained Plaintiff's confidential information following the termination of their employment with Plaintiff. (FAC, P.P. 19-24.)

Using Plaintiffs' confidential information, including client contact information, Arrieche and Gomez held themselves out to be attorneys and (among other things) contacted clients and urged them to fire Plaintiff and hire Defendant Immigrant Gateway instead. (FAC, P.P. 25-26, 30-39, 50-51.)

Plaintiff asserts 17 causes of action in the FAC against Defendants Arrieche, Gomez, and Immigrant Gateway.

Defendants now demur to each and every one of them.

Defendants first argue that the entire complaint is uncertain as the FAC makes allegations against "defendants" generally and does not contain specific allegations regarding what each defendant is alleged to have done in each cause of action. (Mem., at p. 5.)

Demurrers for uncertainty are disfavored, as noted above, and in any event the Court cannot evaluate this argument as an abstract or general matter: instead, each the Court must consider the allegations in each cause of action in the FAC.

First Cause of Action (Unauthorized Practice of Law) "No person shall practice law in California unless the person is an active licensee of the State Bar." (Bus. & Prof. Code, Sec. 6125.)

Plaintiff alleges that Defendants engaged in the unauthorized practice of law, but, as Defendants correctly argue (Mem., at p. 6), there is no private action for a violation of Business and Professions Code section 6125 or 6126.

The demurrer to the First Cause of Action is sustained.

As there is no reasonable possibility that this defect may be cured by amendment, the demurrer is sustained without leave to amend as to the first cause of action.

Second Cause of Action (Unfair Competition) The Unfair Competition Law or "UCL," codified at Business and Professions Code sections 17200-17210, prohibits any business act or practice that is "unlawful, unfair or fraudulent," any "unfair, deceptive, untrue or misleading advertising," and certain other specific acts. (Bus. & Prof. Code, Sec. 17200.)

The UCL uses the terms "unlawful, unfair or fraudulent" in the "disjunctive." (Gutierrez v. Carmax Auto Superstores California (2018) 19 Cal.App.5th 1234, 1265; Klein v. Chevron U.S.A., Inc. (2012) 202 Cal.App.4th 1342, 1376.)

As a result, a violation of virtually any federal or state statute or regulation can serve as a basis for a UCL cause of action. (Zhang v. Super. Ct. (2013) 57 Cal.4th 364, 370 Cel-Tech Communications, Inc. v. Los Angeles Cellular Telephone Co. (1999) 20 Cal.4th 163, 180; Candelore v. Tinder, Inc. (2018) 19 Cal.App.5th 1138, 1155.)

A UCL cause of action for "unlawful" acts or practices may be based on the violation of a statute that does not itself provide for a private right of action. (Rose v. Bank of America, N.A. (2013) 57 Cal.4th 390, 397-398; Zhang, supra, 57 Cal.4th at p. 377; Long Beach Memorial Medical Center v. Kaiser Foundation Health Plan, Inc. (2021) 71 Cal.App.5th 323, 342; Blakemore v. Super. Ct. (2005) 129 Cal.App.5th 36, 52 fn. 17.)

Nonetheless, a cause of action under the UCL "is not an all-purpose substitute for a tort or contract action." (Cortez v. Purolator Air Filtration Products Co. (2000) 23 Cal.4th 163, 173.)

Defendants argue that the FAC does not identify which defendant committed which UCL violation. (Mem., at pp. 6-7.)

But the FAC sufficiently alleges that Defendants, working together, wrongfully held themselves out as lawyers and engaged in the unauthorized practice of law (which, of course, is an unlawful practice). (E.g., FAC, P.P. 25, 28-29, 49, 54.)

The demurrer to the Second Cause of Action is overruled.

Third, Fourth, and Fifth Causes of Action (Intentional Interference with Contractual Relations; Intentional Interference with Prospective Economic Advantage; and Negligent Interference with Prospective Economic Advantage) The elements of a cause of action for intentional inference with contractual relations are: (1) that there was a valid and enforceable contract between the plaintiff and a third party; (2) that the defendant knew of the contract; (3) that the defendant prevented performance, made performance more difficult or expensive, or otherwise disrupted the performance of the contract; (4) that the defendant intended to prevent, to make more difficult or expense, or otherwise to disrupt performance of the contract; and (5) that the defendant's conduct was a substantial factor in causing harm to the plaintiff. (Reeves v.

Hanlon (2004) 33 Cal. 4th 1140, 1148; Pacific Gas & Elec. Co. v. Bear Stearns & Co. (1990) 50 Cal.3d 1118, 1126; PMC, Inc. v. Saban Entertainment, Inc. (1996) 45 Cal.App.4th 579, 601.).

When the contract between the plaintiff and the third party is at at-will contract, there is an additional requirement: the conduct of the defendant must be independently wrongful (as discussed below). (Ixchel Pharma, LLC v. Biogen, Inc. (2020) 9 Cal.5th 1130, 1148.)

The elements of a cause of action for intentional inference with prospective economic relations are: (1) that there was a relationship between the plaintiff and a third party that would probably have resulted in an economic benefit to the plaintiff; (2) that the defendant knew of the relationship; (3) that the defendant engaged in independently wrongful conduct; (4) that the defendant's wrongful conduct disrupted the relationship between the plaintiff and the third party; (5) that the defendant intended to disrupt the relationship or knew that disruption was substantially certain to occur; and (6) that the defendant's conduct was a substantial factor in causing harm to the plaintiff. (Roy Allan Slurry Seal, Inc. v.

American Asphalt South, Inc., (2017) 2 Cal.5th 505, 512; Korea Supply Co. v. Lockheed Martin Corp. (2003) 29 Cal.4th 1134, 1153-1154, 1159; Della Penna v. Toyota Motor Sales, U.S.A., Inc. (1995) 11 Cal.4th 376, 393.

"[A]n act is independently wrongful if it is unlawful, that is, if it is proscribed by some constitutional, statutory, regulatory, common law, or other determinable legal standard." (San Jose Construction, Inc. v. S.B.C.C., Inc. (2007) 155 Cal.App.4th 1528, 1544-1545; see also Crown Imports, LLC v. Super. Ct. (2014) 223 Cal.App.4th 1395, 1404.)

Fair competition is not actionable. (I-CA Enterprises, Inc. v. Palram Americas, Inc. (2015) 235 Cal.App.4th 257, 292-293; PMC, Inc., supra, 45 Cal.App.4th at p. 603.)

The elements of a cause of action for negligent inference with prospective economic relations are: (1) that there was a relationship between the plaintiff and a third party that would probably have resulted in an economic benefit to the plaintiff; (2) that the defendant knew or should have known of the relationship; (3) that the defendant engaged in independently wrongful conduct; (4) that the defendant failed to act with reasonable care; (5) that the defendant's conduct disrupted the relationship between the plaintiff and the third party; (6) that the defendant knew or should have known that the relationship would be disrupted if the defendant failed to act with reasonable care; and (7) that the defendant's conduct was a substantial factor in causing harm to the plaintiff. (Redfearn v.

Trader Joe's Co. (2018) 20 Cal.App.5th 989, 1005; Venhaus v. Shultz (2007) 155 Cal.App.4th 1072, 1077-1078; North American Chem. Co. v. Super. Ct. (1997) 59 Cal.App.4th 764, 786.)

As above, the conduct must be independently wrongful, and fair competition is not actionable.

Defendants argue in essentially one paragraph that Plaintiff fails to allege these causes of action with sufficient specificity regarding the contract with each client, the wrongful conduct of each defendant, the lost opportunity, or the negligence of each defendant. (Mem., at p. 7.)

The Court has reviewed the allegations in the FAC and determines that they are sufficient. (E.g., FAC, P.P. 15, 19-26, 30-39, 61, 64, 66.)

The demurrer to the Third, Fourth, and Fifth Causes of Action is overruled.

Sixth, Seventh, and Eighth Causes of Action (Fraud by Intentional Misrepresentation; Fraud by Concealment; Fraud by False Promise) "One who willfully deceives another with intent to induce him to alter his position to his injury or risk, is liable for any damage which he thereby suffers." (Civ. Code, Sec. 1709.)

The Civil Code recognizes four types of fraud: (1) an intentional misrepresentation; (2) a negligent misrepresentation; (3) concealment; and (4) promissory fraud. (Civ. Code, Sec. 1710.)

The elements of a cause of action for an intentional misrepresentation are: (1) that the defendant made a false representation of fact to plaintiff; (2) that the defendant knew that the representation was false; (3) that the defendant intended that the plaintiff rely on the representation; (4) that the plaintiff reasonably relied on the defendant's representation; and (5) that the plaintiff's reliance on the defendant's representation was a substantial factor in causing harm to the plaintiff. (Engalla v. Permanente Medical Group (1997) 15 Cal.4th 951, 974; Daniels v. Select Portfolio Servicing, Inc. (2016) 246 Cal.App.4th 1150, 1166; Philipson & Simon v. Gulsvig (2007) 154 Cal.App.4th 347, 363; Hinesley v. Oakshade Town Ctr. (2005) 135 Cal.App.4th 289, 294; see also Civ. Code, Sec. 1710, subd. (1); CACI No. 1900.)

The elements of a cause of action for fraudulent concealment are: "(1) concealment or suppression of a material fact; (2) by a defendant with a duty to disclose the fact; (3) the defendant intended to defraud the plaintiff by intentionally concealing or suppressing the fact; (4) the plaintiff was unaware of the fact and would have acted differently if the concealed or suppressed fact was known; and (5) plaintiff sustained damage as a result of the concealment or suppression of the material fact." (Rattagan v. Uber Technologies, Inc. (2024) 17 Cal.5th 140; see also Boschma v. Home Loan Center (2011) 198 Cal.App.4th 230, 248; Blickman Turkus, LP v. MF Downtown Sunnyvale, LLC (2008) 162 Cal.App.4th 858, 868; see also Civ. Code, Sec. 1710, subd. (3); CACI No. 1901.)

"California case law ... has viewed fraud by concealment on equal footing with fraud by affirmative misrepresentation." (Rattagan, supra, 17 Cal.5th at p. 39.)

The elements of a cause of action for promissory fraud: (1) that the defendant made a promise to plaintiff; (2) that the defendant did not intend to perform this promise when he made it; (3) that the defendant intended that the plaintiff rely on the promise; (4) that the plaintiff reasonably relied on the defendant's promise; (5) that the defendant did not perform the promised act; and (6) that the plaintiff's reliance on the defendant's promise was a substantial factor in causing harm to the plaintiff. (Engalla v. Permanente Medical Group (1997) 15 Cal.4th 951, 973-974; Beckwith v. Dahl (2012) 205 Cal.App.4th 1039, 1059-1060; Magpali v. Farmers Group, Inc. (1996) 48 Cal.App.4th 471, 481; see also Civ. Code, Sec. 1710, subd. (4); CACI No. 1902.)

Each element of a cause of action for fraud must be pleaded with particularity. (Robinson Helicopter Co. v. Dana Corp. (2004) 34 Cal.4th 979, 993; Lazar v. Super Ct. (1996) 12 Cal.4th 631, 645; Small v. Fritz Companies, Inc. (2003) 30 Cal.4th 167, 184; Glaski v. Bank of America (2013) 218 Cal.App.4th 1079, 1090-1092.)

"[G]eneral and conclusory allegations do not suffice." (Lazar, supra, 12 Cal.4th at p. 645.)

For a claim of fraud based on affirmative misrepresentations, "the particularity requirement necessitates pleading facts which show how, when, where, to whom, and by what means the representations were tendered." (Lazar, supra, 12 Cal.4th at p. 645.)

As Defendants argue (Mem., at p. 8), the FAC does not plead any of the three fraud-based causes of action with the required particularity.

The demurrer is sustained on that basis, with leave to amend.

(Independently, the Court also notes that Plaintiff appears to be alleging that Defendants made false statements to others (Plaintiff's clients), concealed facts from others, and made false promises to others. (See FAC, P.P. 67, 69, 71.) As a general matter, a plaintiff does not have standing to bring a cause of action sounding in common law fraud based on false statements, concealed facts, or false promises made to others.)

The demurrer to the Sixth, Seventh, and Eighth Cause s of Action is sustained with leave to amend.

Ninth Cause of Action (False Advertising) California's false advertising law or "FAL," codified at Business and Professions Code sections 17500, et seq., prohibits advertising that is "untrue or misleading." (Bus. & Prof. Code, Sec. 17500.)

"Because this law and the fraudulent prong of the unfair competition law substantively overlap, the plaintiff's burden under these provisions is the same: To prevail on a claim under the false advertising law, she must show that members of the public are likely to be deceived." (Shaeffer v. Califia Farms, LLC (2020) 44 Cal.App.5th 1125, 1136 [citations omitted].)

To have standing to bring a cause of action under the FAL, a plaintiff must have "suffered injury in fact" and have "lost money or property as a result of" the false advertising. (Bus. & Prof. Code, Sec. 17535; see also, e.g., Kwikset Corp. v. Super. Ct. (2011) 51 Cal.4th 310, 322.)

Defendants argue in one paragraph that Plaintiff fails to allege this cause of action with sufficient specificity. (Mem., at p. 8.)

The Court has reviewed the allegations in the FAC and determines that they are sufficient. (E.g., FAC, P.P. 25-29, 49, 54, 58, 73.)

The demurrer to the Ninth Cause of Action is overruled.

Tenth Cause of Action - Misappropriation of Trade Secret California's Uniform Trade Secret Act ("CUTSA") is codified at Civil Code sections 3426-3426.11.

The act provides that a person injured from the misappropriation of a trade secret may recover actual damages, injunctive relief, and other remedies. (Civ. Code, Sec.Sec. 3426.2-3426.3.)

CUTSA defines a trade secret as "information" that "[d]erives independent economic value ... from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use" and "[i]s the subject of efforts that are reasonable under the circumstances to maintain its secrecy." (Civ. Code., Sec. 3426.1, subd. (d).)

CUTSA defines misappropriation as follows: "(1) Acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means; or (2) Disclosure or use of a trade secret of another without express or implied consent by a person who: (A) Used improper means to acquire knowledge of the trade secret; or (B) At the time of disclosure or use, knew or had reason to know that his or her knowledge of the trade secret was: (i) Derived from or through a person who had utilized improper means to acquire it; (ii) Acquired under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (iii) Derived from or through a person who owed a duty to the person seeking relief to maintain its secrecy or limit its use; or (C) Before a material change of his or her position, knew or had reason to know that it was a trade secret and that knowledge of it had been acquired by accident or mistake." (Civ. Code, Sec. 3426.1, subd. (b).)

Although Defendants argue that the FAC does not state what the trade secret is with any particularity (Mem., at p. 9), the Court has reviewed the FAC and determines that Plaintiff has sufficiently alleged that the trade secret was (or included) identifying and contact information for its clients. (E.g., FAC, P.P. 16-18, 21-22, 24, 34-41, 76.)

The demurrer to the Tenth Cause of Action is overruled.

Eleventh Cause of Action (Unauthorized Computer Access in Violation of Penal Code Section 502) Penal Code section 502, subdivision (c)(2) provides that a "public offense" is committed when a person (among other things) "[k]knowingly accesses and without permission takes, copies, or makes use of any data from a computer, computer system, or computer network."

Subdivision (e) of section 502 provides that an "owner or lessee of the computer, computer system, computer network, computer program, or data who suffers damage or loss by reason of a violation of any of the provisions of subdivision (c) may bring a civil action against the violator for compensatory damages and injunctive relief or other equitable relief." (Penal Code Sec. 502, subd. (e)(1).)

Attorney's fees may also be recovered. (Id., subd. (e)(2).)

Contrary to Defendants' arguments, Plaintiff has sufficiently alleged the elements of this cause of action. (E.g., FAC, P.P. 21-24, 34-41, 79.)

The demurrer to the Eleventh Cause of Action is overruled.

Twelfth Cause of Action (Breach of Duty of Loyalty) Employees - even those who are not officers, directors, or managers - owe their employers a duty of loyalty. (Huong Que, Inc. v. Luu (2007) 150 Cal.App.4th 400, 414.)

An employee breaches this duty of loyalty when the employee "use[s] his or her [employer's] time, facilities or proprietary secrets to build the competing business." (Techno Lite, Inc. v. Emcod, LLC (2020) 44 Cal.App.5th 462, 473; accord Fowler v. Varian Associates, Inc. (1987) 196 Cal. App. 3d 34, 41.)

An employee does not, however, breach the duty of loyalty merely by "preparing to compete with his employer." (Mamou v. Trendwest Resorts, Inc. (2008) 165 Cal.App.4th 686, 719; see also Hong Que, supra, 150 Cal.App.4th at p. 414.)

Here, Plaintiff has alleged, based on the allegations noted above, that Defendants used Plaintiff's facilities and proprietary secrets to compete with Plaintiff.

That is sufficient, at the pleading stage.

The demurrer to the Twelfth Cause of Action is overruled.

Thirteenth and Fourteenth Causes of Action (Civil Conspiracy and Aiding and Abetting) In the Thirteenth and Fourteenth Causes of Action, Plaintiff asserts two theories of derivative liability.

"The elements of an action for civil conspiracy are the formation and operation of the conspiracy and damage resulting to plaintiff from an act or acts done in furtherance of the common design.... In such an action the major significance of the conspiracy lies in the fact that it renders each participant in the wrongful act responsible as a joint tortfeasor for all damages ensuing from the wrong, irrespective of whether or not he was a direct actor and regardless of the degree of his activity." (Applied Equipment Corp. v. Litton Saudi Arabia Ltd. (1994) 7 Cal.4th 503, 511.)

For aiding and abetting liability, the defendant must knowingly provide substantial to the primary wrongdoer.

"[T]he party whom the defendant aids must perform a wrongful act that causes injury; the defendant must be generally aware of his role as part of an overall illegal or tortious activity at the time that he provides the assistance; and the defendant must knowingly and substantially assist the principal violation." (Howard v. Super. Ct. (1992) 2 Cal.App.4th 745, 748-749.)

Plaintiff sufficiently alleges, at the pleading stage, that Defendants acted in concert and knowingly gave substantial assistance to each other.

The demurrer to the Thirteenth and Fourteenth Causes of Action is overruled.

Fifteenth Cause of Action (Unjust Enrichment) The "elements for a claim of unjust enrichment are [1] receipt of a benefit and [2] unjust retention of the benefit at the expense of another.

The theory of unjust enrichment requires one who acquires a benefit which may not justly be retained, to return either the thing or its equivalent to the aggrieved party so as not to be unjustly enriched." (Lyles v. Sangadeo-Patel (2014) 225 Cal.App.4th 759, 769 [citations omitted]; accord Professional Tax Appeal v. Kennedy-Wilson Holdings, Inc. (2018) 29 Cal.App.5th 230, 238; Peterson v. Cellco Partnership (2008) 164 Cal.App.4th 1583, 1593; Lectodryer v. Seoulbank (2000) 77 Cal.App.4th 723, 726.)

Reviewing the FAC, and drawing all reasonable inferences in favor of the pleading, the Court determines that Plaintiff has sufficiently alleged the elements of this cause of action, as Defendants are alleged to have used improper means to take clients from Plaintiff.

The demurrer to the Fifteenth Cause of Action is overruled.

Sixteenth Cause of Action (Injunctive Relief) Injunctive relief is a remedy, not a cause of action. (Allen v. City of Sacramento (2015) 234 Cal.App.4th 41, 65; Shamsian v. Atlantic Richfield Co. (2003) 107 Cal.App.4th 967, 984.)

Plaintiff may or may not be entitled to injunctive relief on some of its other causes of action, but "injunctive relief" is not a separate or stand-alone cause of action.

The demurrer to the Sixteenth Cause of Action is sustained without leave to amend.

Seventeenth Cause of Action (Declaratory Relief) The elements of a cause of action for declaratory relief are: "(1) a proper subject of declaratory relief, and (2) an actual controversy involving justiciable questions relating to rights or obligations of a party." (Childhelp, Inc. v. City of Los Angeles (2023) 91 Cal.App.5th 224, 235; see also Lee v. Silveira (2016) 6 Cal.App.5th 527, 546; Brownfield v. Daniel Freeman Marina Hospi tal (1989) 208 Cal.App.3d 405, 410.)

Plaintiff sufficiently alleges a present and actual controversy regarding the parties' rights and obligations, including with regard to Plaintiff's alleged trade secrets. (E.g., FAC, P. 92.)

The demurrer to the Seventeenth Cause of Action is overruled.

MOTION TO STRIKE Defendants move to strike the following: (1) the request for attorney's fees in paragraphs 60 and 75; (2) the punitive damages allegations in paragraph 114 and item (c) of the prayer for relief; and (3) the request for an injunction in item (d) of the prayer for relief.

Attorneys' Fees Defendants move to strike the request for reasonable attorney's fees in connection with Plaintiff's causes of action under the UCL and FAL.

These statutes do not authorize an award of fees to a prevailing plaintiff, and Plaintiff does not identify any other basis for a fee award.

The motion to strike the requests for attorney's fees in paragraphs 60 and 75 is granted with leave to amend, Punitive Damages To recover punitive damages in a tort action, Civil Code section 3294 requires a plaintiff to prove by clear and convincing evidence "that the defendant has been guilty of oppression, fraud, or malice." (Civ. Code, Sec. 3294, subd. (a); see also College Hosp., Inc. v. Super. Ct. (1994) 8 Cal.4th 704, 721; Smith v. Super. Ct. (1992) 10 Cal.App.4th 1033, 1042.)

"Malice" is defined in section 3294, subdivision (c)(1), as "conduct which is intended by the defendant to cause injury" or "despicable conduct which is carried on by the defendant with a willful and conscious disregard of the rights or safety of others."

"Oppression" is defined in section 3294, subdivision (c)(2), as "despicable conduct subjecting a person to cruel and unjust hardship in conscious disregard of that person's rights."

"Fraud" is defined in section 3294, subdivision (c)(3), as "an intentional misrepresentation, deceit, or concealment of a material fact known to the defendant with the intention on the part of the defendant of thereby depriving a person of property or legal rights or otherwise causing injury."

The term "despicable conduct," as used in subdivisions (c)(1) and (c)(2), has been defined in the case law as actions that are "base," "vile," or "contemptible." (See, e.g., College Hospital, supra, 8 Cal.4th at p. 725; Shade Foods, Inc. v. Innovative Products Sales & Marketing, Inc. (2000) 78 Cal. App. 4th 847, 891; see also CACI 3940 ["Despicable conduct is conduct that is so vile, base, or contemptible that it would be looked down on and despised by reasonable people."].)

A plaintiff seeking punitive damages must include in the complaint "specific factual allegations showing that defendant's conduct was oppressive, fraudulent, or malicious." (Today's IV, Inc. v. Los Angeles County Metropolitan Transit Authority (2022) 83 Cal.App.5th 1137, 1193; see also Anschutz Entertainment Group, Inc. v. Snepp (2009) 171 Cal.App.4th 598, 643; Smith, supra, 10 Cal.App.4th at pp. 1041-1042; 1 Weil & Brown, California Practice Guide: Civil Procedure Before Trial (2025), P. 6:158.).

"Punitive damages may not be pleaded generally." (Today's IV, Inc., supra, 83 Cal.App.5th at p. 1193; see also Spinks v. Equity Residential Briarwood Apartments (2009) 171 Cal.App.4th 1004, 1055-56.)

Pleading negligence, gross negligence, or even recklessness is not sufficient. (Dawes v. Super. Ct. (1980) 111 Cal. App. 3d 82, 87.)

Rather, a plaintiff must allege facts demonstrating that the defendant intended to cause harm to plaintiff or "acted in such an outrageous and reprehensible manner that the jury could infer that [the defendant] knowingly disregarded the substantial certainty of injury to others." (Id. at p. 90; see also, e.g., American Airlines, Inc. v. Sheppard, Mullin, Richter & Hampton (2002) 96 Cal.App.4th 1017.)

Additional requirements apply when a plaintiff seeks to recover punitive damages against an employer for the acts of an employee.

As set forth in Civil Code section 3294, subdivision (b): "An employer shall not be liable for [punitive] damages ... based upon acts of an employee of the employer, unless the employer had advance knowledge of the unfitness of the employee and employed him or her with a conscious disregard of the rights or safety of others or authorized or ratified the wrongful conduct for which the damages are awarded or was personally guilty of oppression, fraud, or malice.

With respect to a corporate employer, the advance knowledge and conscious disregard, authorization, ratification or act of oppression, fraud, or malice must be on the part of an officer, director, or managing agent of the corporation."

The Court has reviewed the FAC and determines that Plaintiff has adequately alleged, in sufficient detail, the basis for its claim for punitive damages, including (but not limited to) making false statements, misappropriating trade secrets, and using other improper means to obtain clients previously represented by Plaintiff.

The motion to strike the punitive damages allegations is denied.

Injunctive Relief Plaintiff has included in the FAC sufficient allegations to support a request for injunctive relief.

Whether the request, as framed in the FAC, is overly broad or not sufficiently tailored cannot be determined on the pleadings; the scope of injunctive relief (if any is shown to be appropriate) will be adjudicated as the case moves forward.

The motion to strike the request for injunctive relief is denied.

Conclusion

The Court SUSTAINS IN PART and OVERRULES IN PART the demurrer of Defendants Angelvis Arrieche, Ester Gomez and Immigrant Gateway.

The Court SUSTAINS the demurrer to the First and Sixteenth Causes of Action without leave to amend.

The Court SUSTAINS the demurrer to the Sixth, Seventh, and Eighth Causes of Action with leave to amend.

The Court OVERRULES the remainder of the demurrer.

The Court GRANTS IN PART and DENIES IN PART Defendants' motion to strike.

The Court STRIKES the phrase "and reasonable attorneys' fees" from paragraph 60 of the First Amended Complaint and the phrase "and attorneys' fees" from paragraph 75 of the First Amended Complaint, with leave to amend.

The Court DENIES the remainder of the motion to strike.

The Court GRANTS Plaintiff leave to file a Second Amended Complaint that addresses the issues identified in this ruling by no later than September 30, 2026.

Moving party is ordered to give notice. | Home -->)" -->