Case Name:   Stanford University Hospital and Clinics v. The Foundation for Medical Care of Tulare and Kings Counties, Inc., et al.            

Case No.:       1-14-CV-265847

Demurrer by Defendant The Foundation for Medical Care of Tulare and Kings Counties, Inc. to the First Amended Complaint of Plaintiff Stanford University Hospital and Clinics         

Defendant’s demurrer to the first amended complaint (“FAC”) on the ground of uncertainty is OVERRULED.  Demurrers for uncertainty are disfavored and will only be sustained where the pleading is so bad that the defendant cannot reasonably respond, i.e., he or she cannot reasonably determine what issues must be admitted or denied, or what counts or claims are directed against him or her.  (Khoury v. Maly’s of Calif., Inc. (1993) 14 Cal.App.4th 612, 616.)  “A demurrer for uncertainty is strictly construed, even where a complaint is in some respects uncertain, because ambiguities can be clarified under modern discovery procedures.”  (Ibid.)  Here, the court finds that Plaintiff has alleged sufficient facts to put Defendant on notice of the issues it is being asked to address in this action.  (See FAC at ¶¶ 10-15, 18, 19, 26, 28, and 29; see also Williams v. Beechnut Nutrition Corp. (1986) 185 Cal.App.3d 135, 139 [under our liberal pleading rules, where the complaint contains substantive factual allegations sufficiently apprising defendant of the issues it is being asked to meet, a demurrer for uncertainty should be overruled].)

Defendant’s demurrer to the first cause of action [breach of contract] on the ground that it fails to state a claim is OVERRULED.  The court finds that Plaintiff has standing to assert a cause of action for breach of contract.  (See Civ. Code § 1642; Coons v. Henry (1960) 186 Cal.App.2d 512, 517 [two or more separately executed instruments may be considered and construed as one contract when they deal with the same subject matter and reference each other so are interdependent]; Heston v. Farmers Ins. Group (1984) 160 Cal.App.3d 402, 417 [agreement and referenced contract were interrelated and must be read together]; Boyd v. Oscar Fisher Co. (1989) 210 Cal.App.3d 368, 378 [courts will construe together several documents concerning the same subject and made as part of the same transaction even though the documents were not executed contemporaneously and do not refer to each other]; see also Brookwood v. Bank of America (1996) 45 Cal.App.4^th 1667, 1675 [whether Civil Code section 1642 applies in a particular case is a question of fact for resolution by the trial court].)  Also, even though Plaintiff has not attached the two contracts to the FAC, the court finds that Plaintiff has pled these agreements by their legal effect.  (See FAC at ¶¶ 11, 13, 15, 18, 23, and 29; see also Heritage Pacific Financial, LLC v. Monrov (2013) 215 Cal.App.4^th 972, 993 [in order to plead a contract by its legal effect, plaintiff must allege the substance of its relevant terms].)