THE 44 GROUP, INC. v. JOHN SALIDO, et al.

DATED: September 10, 2026 ___________________________ Edward B. Moreton, Jr. Judge of the Superior Court

Superior Court of California County of Los Angeles - West District Beverly Hills Courthouse / Department 20 5 THE 44 GROUP, INC., Plaintiff, v. JOHN SALIDO, et al., Defendant s. | Case No.: 2 6 SMCV0 2313 Hearing Date: September 10, 2026 [TENTATIVE] order RE: defendan t SCORPION CLEANING SERVICE, INC.'S DEMURRER and motion to strike COMPLAINT | BACKGROUND

This is a trade secret misappropriation case. Plaintiff Invictus Support Services is a commercial cleaning company. Invictus hired Defendant John Salido as its Director of Operations. Salido was responsible for overseeing and optimizing the company's operations, including driving sales and development. As part of his employment, Salido agreed to a Proprietary Information and Inventions Agreement ("PI I A"), which required him to " hold in confidence and not disclose, transfer, or (except within the scope of performing the Services) use any business, technical, or financial information of the Company [.]"

The PIIA also required that Salido not solicit any employee of the Company to leave the Company, induce any client to sever its relationship with the Company, or solicit or accept engagement with any organization that does business with the Company. Further, the PIIA required that a t the termination of his employment, Salido would return all proprietary information and not use the information to solicit any Company employee or any client.

In March 2025, Invictus bid on jobs to provide window cleaning and power washing services for the State of California. Salido was highly involved in the bidding and contracting process for the State jobs and had access to information relating to the bidding process. Invictus eventually contract ed with Defendant Scorpion Cleaning Service, Inc., to be the main contractor for the State jobs. Salido managed the relationship between Invictus and Scorpion. Invictus and Scorpion negotiated in detail the terms of a services contract.

The contract for Northern California, agreed upon in May 2025, provided that Invictus would provide window and building cleaning services to Scorpion at twenty-two locations, over the course of Scorpion's three-year contract and two-year renewal period with the State. Scorpion was only permitted to terminate its contract with Invictus if the State terminated its contract with Scorpion.

Invictus incurred several hundred thousand dollars in expenses in reliance on its contract with Scorpion, including recruitment, onboarding and extensive training of window cleaners; full-time assignment of an employee to manage the contracts; engagement of an independent consultant to assist with the government approval process; and the purchase of additional equipment.

On or about December 3, 2025, Salido provided Plaintiff one week's notice of his resignation. His last day with Invictus was December 10, 2025. He then formed his own company, Defendant Field Day, Inc. At or around that time, two other Invictus employees resigned, providing only one day 's notice. Invictus alleges that Salido used its proprietary and trade secret information to induce those employees to resign from Invictus and to go to work for Field Day /Salido.

Invictus alleges that Salido then began soliciting window washing business from the State, using Invictus' proprietary and trade secret information, including client contact information, the services that Invictus previously provided to the client, the services the client was expected to need or request in 2026, Invictus's relationship and partnership with other service providers, the prices charged to the client, and other information concerning Invictus's business.

In February 2026, Invictus contacted Scorpion to ask whether Salido was working for Scorpion on State buildings for which Invictus had contracted with Scorpion. Scorpion confirmed that Salido had approached and solicited Scorpion and that Salido was working with Scorpion through his company, Field Day. Scorpion stated its intention to "transition its partnership" from Invictus to Salido and Field Day. On February 19, 2026, Scorpion terminated its partnership with Invictus. Invictus claims that Scorpion cited no contractual breach by Invictus and did not provide notice or an opportunity to cure.

Scorpion also allegedly refused to pay Invictus's invoices in an amount exceeding $200,000. Invictus claims that Scorpion induced and encouraged Invictus to perform services with the promise of payment upon receipt of funds from the State, while having no intention to pay Invictus for its services.

After learning of Salido's solicitation of Invictus's clients, Invictus did a n investigation which revealed that Salido would routinely copy Invictus's confidential and trade secret information onto an external hard drive, which he also did on the last day of his employment. Salido did not return Invictus's trade secret information, and Plaintiff claims Salido and Field Day have wrongfully used that information to compete with Invictus. This action ensued.

Plaintiff alleges fourteen causes of action for (1) breach of contract, (2) breach of fiduciary duty, (3) misappropriation of trade secrets, (4) violation of Bus. & Prof. Code section 17200, (5) intentional interference with contractual relations, (6) intentional interference with prospective economic advantage, (7) breach of contract, (8) aiding and abetting breach of fiduciary duty, (9) breach of implied covenant of good faith and fair dealing, (10) promissory estoppel, (11) promissory fraud, (12) unjust enrichment, (13) conversion and (14) declaratory relief. Only the third, fourth, seventh, eighth, ninth, tenth, eleventh, twelfth and fourteenth causes of action are alleged against Scorpion.

This hearing is on Scorpion's demurrer to and motion to strike the First Amended Complaint ("FAC") . Sco rpion argues that while Invictus alleges the existence of a written services agreement between the parties, it fails to attach the agreement or allege its essential terms. Further, according to Scorpion, the FAC fails to allege any actionable misconduct by Scorpion independent of Scorpion 's alleged breach of contrac t. The FAC identifies no trade secret Scorpion acquired or used, no actionable misrepresentation, no unfair business practice, and no facts supporting the remaining tort claims.

MEET AND CONFER

Code Civ. Proc. Sec.Sec. 430.41 and 435.5 requires that before the filing of a demurrer or motion to strike, the moving party "shall meet and confer in person or by telephone" with the party who filed the pleading that is subject to demurrer or motion to strike for the purpose of determining whether an agreement can be reached that would resolve the objections to be raised in the demurrer or motion to strike. (Code Civ. Proc., Sec.Sec. 430.41(a), 435.5(a).) The parties are to meet and confer at least five days before the date the responsive pleading is due. (Code Civ. Proc., Sec.Sec. 430.41(a)(2), 435.5(a)(2).) Thereafter, the moving party shall file and serve a declaration detailing their meet and confer efforts. (Code Civ. Proc., Sec.Sec. 430.41(a)(3), 435.5(a)(3).)

Scorpion submit s the Declaration of Michael Raichelson who fails to attest that he met and conferred telephonically or in person with Plaintiff's counsel. Rather, it appears the parties met and conferred via email. While this fails to satisfy the meet and confer requirements set out in the Code of Civil Procedure, the Court cannot overrule a demurrer or deny a motion to strike based on an insufficient meet and confer.

LEGAL STANDARD

"[A] demurrer tests the legal sufficiency of the allegations in a complaint." (Lewis v. Safeway, Inc. (2015) 235 Cal.App.4th 385, 388.) A demurrer can be used only to challenge defects that appear on the face of the pleading under attack or from matters outside the pleading that are judicially noticeable. (See Donabedian v. Mercury Ins. Co. (2004) 116 Cal.App.4th 968, 994 (in ruling on a demurrer, a court may not consider declarations, matters not subject to judicial notice, or documents not accepted for the truth of their contents).) For purposes of ruling on a demurrer, all facts pleaded in a complaint are assumed to be true, but the reviewing court does not assume the truth of conclusions of law. (Aubry v. Tri-City Hosp. Dist. (1992) 2 Cal.4th 962, 967.)

Further, the court may, upon motion, or at any time in its discretion, and upon terms it deems proper, strike any irrelevant, false, or improper matter inserted in any pleading. (Code Civ. Proc., Sec. 436, subd. (a).) The court may also strike 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, subd. (b).) The grounds for a motion to strike are that the pleading has irrelevant, false, or improper matter, or has not been drawn or filed in conformity with laws. (Code Civ. Proc., Sec. 436.) The grounds for moving to strike must appear on the face of the pleading or by way of judicial notice. (Code Civ. Proc., Sec. 437.)

Leave to amend must be allowed where there is a reasonable possibility of successful amendment. (See Goodman v. Kennedy (1976) 18 Cal.3d 335, 349 (court shall not "sustain a demurrer without leave to amend if there is any reasonable possibility that the defect can be cured by amendment"); Kong v. City of Hawaiian Gardens Redevelopment Agency (2002) 108 Cal.App.4th 1028, 1037 ("A demurrer should not be sustained without leave to amend if the complaint, liberally construed, can state a cause of action under any theory or if there is a reasonable possibility the defect can be cured by amendment."); Vaccaro v.

Kaiman (1998) 63 Cal.App.4th 761, 768 ("When the defect which justifies striking a complaint is capable of cure, the court should allow leave to amend.").) The burden is on the complainant to show the Court that a pleading can be amended successfully. (Blank v. Kirwan (1985) 39 Cal.3d 311, 318.)

DISCUSSION

Trade Secret Misappropriation

Scorpion argues that Plaintiff has not alleged a misappropriation claim because it has not identified the trade secret allegedly misappropriated with "reasonable particularity." Scorpion cites in support to Code Civ. Proc. section 2019.10. However, that section provides that trade secrets must be identified with reasonable particularity¿ prior to commencing discovery. ¿ Scorpion also cites to Diodes, Inc. v. Franzen (1968) 260 Cal.App.2d 244. There, the Court held that "[o]ne who seeks to protect his¿trade secrets¿from wrongful use or disclosure does not have to spell out the details of the¿trade secret¿to avoid a demurrer to a complaint. To so require would mean that the complainant would have to destroy the very thing for which he sought protection by making public the¿secret¿itself. " (Id. at 251.)

Nonetheless, the Court noted that a plaintiff must " describe the subject matter of the¿trade secret¿with sufficient particularity to separate it from matters of general knowledge in the¿trade¿or of special knowledge of those persons¿who are skilled in the¿trade, and to permit the defendant to ascertain at least the boundaries within which the¿secret¿lies. " In Diodes, the plaintiff had alleged a misappropriation claim based on a "secret process." Like the plaintiff in Diodes, Plaintiff here has not sufficiently alleged what trade secret was misappropriated.

Plaintiff alleges that Salido had access to its trade secrets, and that he had downloaded the trade secrets onto a hard drive before he left his job with Plaintiff. But Plaintiff does not describe what specific trade secrets Salido took, and accordingly, what trade secrets he could have possibly given to Scorpion (if any) . Accordingly, the Court sustains the demurrer to the trade secret misappropriation claim against Scorpion.

Unfair Competition

Plaintiff alleges unlawful, unfair and fraudulent conduct as part of its claim against Scorpion, for violation of the Bus. & Prof. Code section 17200. T o maintain a claim for¿ unlawful ¿business practice under¿Section¿17200, Plaintiff¿must¿allege¿that Defendant violated some¿specific¿law.¿ (Khoury v. Maly's of California (1993) 14 Cal. App. 4th 612, 619.) Plaintiff has not identified any specific law that Scorpion violated, other than CUTSA. As to Plaintiff's CUTSA claim, as discussed above, it is not sufficiently plead and therefore cannot support an unlawful business practice claim.

As to the unfair prong, in competitor cases, a business practice is "unfair" only if it "threatens an incipient violation of an antitrust law, or violates the policy or spirit of one of those laws because its effects are comparable to or the same as a violation of the law, or otherwise significantly threatens or harms competition." (Cel-Tech, 20 Cal.4th at 187.) Absent a legal provision to the contrary, a private party generally may choose to do or not to do business with whomever it pleases. "[U] nless there is an exception, the right to refuse to deal remains sacrosanct ", and "the mere refusal to deal does not violate the spirit or policy of antitrust law." (People's Choice Wireless, Inc. v. Verizon Wireless, 131 Cal.App.4th at 66 7.)

As to the fraudulent prong, a plaintiff must show that members of the public are likely to be deceived. (Committee on Children's Television, Inc. v. General Foods Corp. ¿(1983) 35 Cal.3d 197, superseded by statute on another point as stated in¿ Californians For Disability Rights v. Mervyn's, LLC ¿(2006) 39 Cal.4th 223, 227;¿ George v. Automobile Club of Southern California ¿(2011) 201 Cal.App.4th 1112, 1131-1132.)¿ There is no such allegation in the FAC. Accordingly, the Court sustains the demurrer to Plaintiff's 17200 claim against Scorpion.

Aiding/Abetting Breach of Fiduciary Duty

The elements of a claim for aiding and abetting a breach of fiduciary duty are: (1) a third party ' s breach¿of fiduciary duties owed to plaintiff; (2) defendant's actual knowledge of the breach of fiduciary duties; (3) substantial assistance or encouragement by defendant to the third party ' s breach; and (4) defendant ' s conduct was a substantial factor in causing harm to plaintiff.¿ (Nasrawi v. Buck Consultants LLC (2014) 231 Cal.App.4th 328, 34 3.) An aider and abettor is a co-tortfeasor.¿ " A defendant can be held liable as a cotortfeasor on the basis of acting in concert only if he or she knew that a tort had been, or was to be, committed, and acted with the intent of facilitating the commission of that tort. " ¿ (Gerard v. Ross (1988) 204 Cal.App.3d 968, 98 3.)

Here, the FAC alleges that " Invictus is informed and believes, and thereon alleges, that at all relevant times, Scorpion was aware that Salido's conduct constituted a breach of his fiduciary duty to Invictus. " This statement is a bare conclusion, which the Court can ignore for purposes of ruling on a demurrer. Although the¿Court¿ is required to ¿accept¿ a plaintiff's well-pled factual allegations as true when evaluating a¿ d emurrer, it is¿not¿ required ¿to accept its contentions, deductions, or¿conclusions¿of fact or law. (Aub ry v.

Tri-City Hosp. Dist. (1992) 2 Cal.4th 962, 966-96 7.) There are no facts stated as to what conduct Salido engaged in that Scorpion was aware of, and how Scorpion knew the conduct constituted a breach of fiduciary duty. There is also no allegation that Scorpion acted with the intent of facilitating Salido's breach of fiduciary duty, much less facts that would support such an allegation. Purely legal and conclusory statements that the defendant acted with knowledge of the wrong, and that he knew he was substantially assisting in it, are not sufficient to state the claim, without some factual pleading of the knowledge.¿ (Schulz v.

Neovi Data Corp. (2007) 152 Cal.App.4th 86, 9 7.) ¿ Accordingly, the Court sustains the demurrer to the aiding and abetting claim.

Breach of Contract

Scorpion argues that the breach of contract claim fails because Plaintiff has not attached a copy of the contract, plead the terms verbatim or plead the legal effect of the contract. While the Court agrees that Plaintiff has not clearly stated all the relevant terms of the contract, it has stated one term clearly - that Scorpion could not terminate the parties' contract unless the State terminated its contract with Scorpion first. Plaintiff also alleges that Scorpion breached this term by terminating the parties' contract before its contract with the State expired.

Accordingly, as to this one provision at least, Plaintiff has sufficiently alleged a breach of contract. Scorpion cannot demurrer to only a portion of a claim. (Grieves, 157 Cal. App. 3d at 163; 5 Witkin, Cal. Procedure (3d ed. 1985) Pleading, Sec. 907, pp. 345-346.) Accordingly, its demurrer to a portion of the breach of contract claim is overruled. ¿

Breach of Implied Covenant

Scorpion argues that the breach of implied covenant claim fails because the FAC has not alleged the material terms of the parties' contract, or any conduct independent of the alleged breach. The Court agrees in part. " [W] hile the implied covenant requires mutual fairness in applying a¿ contract ' s actual terms, it¿ cannot ¿substantively¿ alter ¿those terms .. ¿[W]here an implied covenant claim alleges a¿ breach ¿of obligations beyond the agreement ' s actual terms, it is invalid." (Guz, 24 Cal.4th at 327, italics omitted.)

Here, the FAC alleges that " Scorpion prevented Invictus from receiving the benefits under the contract by failing to communicate with Invictus in a timely and appropriate manner, causing confusion with Invictus's projects and unnecessary interruptions in its work, and removing Invictus from jobs to permit Salido or Field Day to do the work. " However, Plaintiff has not alleged the terms of the contract relating to the timing of communications, or any other obligations Scorpion had about "interrupting" Invictus ' work. Accordingly, the Court cannot properly assess whether this breach of covenant claim is seeking to substantively alter the terms of the parties' contract.

As to the claim that Scorpion removed Plaintiff from jobs to permit Salido or Field Day to do the work, this allegation seems to be restating the breach of contract claim relating to the premature termination of Plaintiff's contract with Sco r pion. A cause of action for¿breach¿of the¿implied covenant¿of good faith and fair dealing that¿merely restates¿a¿breach of contract¿cause of action is subject to demurrer.¿ (Careau & Co. v. Security Pacific Business Credit, Inc. (1990) 222 Cal.App.3d 1371, 137 7.) Accordingly, the Court sustains the demurrer to the breach of implied covenant claim.

Promissory Estoppel

Scorpion argues that a breach of contract claim and a promissory estoppel claim are mutually exclusive and therefore, Plaintiff cannot state both claims. The Court disagrees. " Although a cause of action for promissory estoppel is inconsistent with a cause of action for breach of contract based on the same facts [cite], [w]hen a pleader is in doubt about what actually occurred or what can be established by the evidence, the mode rn practice allows that party to plead in the alternative and make inconsistent allegations. " (Fleet v. Bank of America N.A. (2014) 229 Cal. App. 4th 1403, 1413.) A ccordingly, the Court overrules the demurrer to the promissory estoppel claim.

Promissory Fraud

Scorpion argues that Invictus's fraud-based claim against Scorpion fails because it is not pled with the particularity required under California law. The Court agrees. "The elements of promissory fraud ... are (1) a promise made regarding a material fact without any intention of performing it; (2) the existence of the intent not to perform at the time the promise was made; (3) intent to deceive or induce the promisee to enter into a transaction; (4) reasonable reliance by the promisee; (5) nonperformance by the party¿making the promise; and (6) resulting damage to the promise[e]." (Behnke v.

State Farm General Ins. Co. (2011) 196 Cal.App.4th 1443, 1453.) As with any other form of fraud, each element of a¿promissory fraud¿claim must be alleged with¿particularity. (Beckwith v. Dahl ¿(2012) 205 Cal.App.4th 1039, 1059-106 0.) "In California, fraud must be pled specifically; general and conclusory allegations do not suffice." (Lazar v. Superior Court (1996) 12 Cal. 4th 631, 645.) This "particularity requirement necessitates pleading facts that 'show how, when, where, to whom, and by what means the representations were tendered."' (Id., citation omitted.)

Further, when a plaintiff asserts fraud against a corporation, the plaintiff must allege the names of the persons who made the allegedly fraudulent representations, their authority to speak, to whom they spoke, what they said or wrote, and when it was said or written. (Cansino v. Bank of America (2014) 224 Cal.App.4th 1462, 1469.)

Here, the FAC alleges that, "[i]n or around February or March 2025, Invictus and Scorpion entered into discussions for a contract for services, whereby Invictus would provide subcontractor services consisting of window and building washing with respect to Scorpion's contracts with the State. Scorpion promised that it would retain and compensate Invictus for window and building cleaning for twenty-two locations for the duration of Scorpion's contract with the State--three to five years, in an amount exceeding $3,000,000. " (FAC P. 99.) The FAC does not identify who made the alleged promise on behalf of Scorpion, their authority to speak, to whom the promise was made, when the statement was made, where it was made, and whether it was oral or written. Instead, the FAC attributes the alleged misrepresentation generally to " Scorpion, " which does not satisfy the particularity requirement.

Defendants also argue that t he FAC fails to plead facts supporting its allegation that Scorpion lacked any intent to perform when the promise was made. However, " the falsity of that promise is sufficiently pled with a general allegation the promise was made without an intention of performance.¿[citations] The representation (implied) is that of the intention to perform [citation]; the truth is the lack of that intention. Purely evidentiary matters-usually circumstantial evidence¿or admissions showing lack of that intention-should not be pleaded.

Hence, the only necessary averment is the general statement that the promise was made without the intention to perform it, or that the defendant did not intend to perform it. " (Beckwith v. Dahl (2012) 205 Cal. App. 4th 103 9.) Notwithstanding, given the failure to plead the alleged false promise with particularity, the Court sustains the demurrer to the promissory fraud claim.

Unjust Enrichment

Scorpion demurrers to Plaintiff's unjust enrichment claim on the ground there is no such claim in California. The Court agrees. T he concept of¿ unjust enrichment ¿embodies principles that underpin other claims and remedies recognized in California law. It is not a separate cause of action. (Rutherford Holdings, LLC v. Plaza del Rey (2014) 223 Cal.App.4th 221, 23 1.)

Declaratory Relief

Scorpion argues that Plaintiff's declaratory relief claim is duplicative of its breach of contract claim. There is a¿split¿among the courts as to whether redundancy of a cause of action is a ground on which a¿demurrer¿may be sustained.¿(Compare¿ Blickman Turkus, LP v. MF Downtown Sunnyvale, LLC (2008) 162 Cal.App.4th 85 8 ¿[holding redundancy is not a proper ground for demurrer] to¿ Rodrigues v. Campbell Industries (1978) 87 Cal.App.3d 49 4, 50 1 ¿[holding demurrer may be sustained on grounds of redundancy].)¿Here, the Court declines to sustain the demurrer on¿this ground.

In¿ Blickman Turkus, LP v. MF Downtown Sunnyvale, LLC (2008) 162 Cal.App.4th 85 8, the Court of Appeal held that duplicative causes of action are not grounds on which a demurrer can be sustained. (Id. at 89 0.) In its reasoning, the court examined the legislative history of¿ Civil Procedure Code section 430.4 1, and compared former¿ Civil Procedure Code section 45 3, which was repealed in 1982, to current¿ section 436(a) .¿(Id.) Former¿ section 45 3 ¿authorized the striking of " irrelevant and redundant " matter from a pleading, whereas current¿ section 436(a) ¿now only empowers the court to " [s]trike out any irrelevant, false, or improper matter inserted in any pleading. " (Id.)

The Blickman Court reasoned that " [t]he elimination of the reference to redundancy may have rested on the irreproachable rationale that it is a waste of time and judicial resources to entertain a motion challenging part of a pleading on the sole ground of repetitiveness ... This is the sort of defect that, if it justifies any judicial intervention at all, is ordinarily dealt with most economically at trial, or on a dispositive motion such as summary judgment. " (Id.) The holding established in Rodriguez was published in 1978 before¿ section 436(a) ¿was enacted.

The Court adopts the reasoning set forth in Blickman.

Notwithstanding, a claim for declaratory relief does not lie when " the rights of the complaining party have crystallized into a cause of action for past wrongs, [citation] [and] a money judgment will fully resolve the dispute ... . " (Cardellini v. Casey (1986) 181 Cal.App.3d 389, 396.) Here, the FAC alleges that Scorpion wrongfully terminated its contract with Plaintiff. Accordingly, any cause of action has accrued and can be fully resolved by a money judgment, so¿declaratory¿relief¿is not¿available. As the contract has been terminated, there is nothing for the Court to declare regarding the parties' prospective rights and responsibilities under the alleged contract(s). Accordingly, the Court sustains the demurrer to the declaratory relief claim.

Motion to Strike

Scorpion moves to strike allegations in the FAC relating to Plaintiff's prayer for punitive and exemplary damages. As the Court has sustained Scorpion's demurrer to Plaintiff's fraud and trade secret misappropriation claims, and those are the only claims that could possibly support a punitive damages prayer, the Court grants Scorpion's motion to strike paragraph 78, lines 8-12, paragraph 106, lines 19-23, and page 23, lines 19-23.

Scorpion also moves to strike Plaintiff's prayer for attorneys' fees. Scorpion argues that Plaintiff has not provided a statutory or contractual basis for the attorneys' fees request. The Court agrees. California follows the "American¿rule," under which each party to a lawsuit must pay its own attorney fees unless a¿contract¿or¿statute¿or other law authorizes a fee award. (Code Civ. Proc., Sec.Sec. 1021,¿ 1033.5, subd. (a)(10);¿ Musaelian v. Adams ¿(2009) 45 Cal.4th 512, 516.) Here, the FAC cites to two statutes in support of the request for attorneys' fees - California Civil Code section s 2426.4 and 3426.

4. The first statute relates to the escheat of unclaimed personal property to the state and is therefore inapplicable. It is likely a typo. As to section 3426.4, it allows for the recovery of attorneys' fees if the alleged trade secret misappropriation¿was willful and malicious. (Applied Medical Distribution Corp. v. Jarrells (2024) 100 Cal. App. 5th 556, 596-597.) Here, however, the Court has sustained the demurrer to the trade secret misappropriation claim, and therefore, Plaintiff is not entitled to attorneys' fees.

To the extent Plaintiff contends that the parties' contract allows for recovery of attorneys' fees, the FAC does not so state. There is no attached contract, no verbatim pleading of the terms relating to the award of attorneys' fees, and no summary as to the legal effect of any such attorneys' fees provision. Accordingly, the Court grants the motion to strike the prayer for attorneys' fees.

CONCLUSION AND ORDER

Based on the foregoing, the Court OVERRULES the demurrer to the breach of contract claim, and SUSTAINS the demurrer to the trade secrets misappropriation, breach of implied covenant, aiding and abetting breach of fiduciary duty, promissory estoppel, promissory fraud, unjust enrichment, and declaratory relief claims with 20 days' leave to amend. The Court GRANTS the motion to strike with 20 days' leave to amend. IT IS SO ORDERED.

DATED: September 10, 2026 ___________________________ Edward B. Moreton, Jr. Judge of the Superior Court | Home -->)" -->