Demurrer to the complaint by defendants Trang K. Nguyen (erroneously sued as Dana Nguyen) and AB Dental Med Supply, Inc.

The demurrer of defendants Trang K. Nguyen (erroneously sued as Dana Nguyen) and AB Dental Med Supply, Inc. (collectively “Defendants”) to the first cause of action for open book account, second cause of action for goods sold, third cause of action for accounts stated, fourth cause of action for fraudulent transfers, and fifth cause of action for violation of the Bulk Sale Act, on the ground of defect or misjoinder is OVERRULED. Defendants do not support their demurrer with any argument or legal authority. (See Cal. Rules of Court, rule 3.1113(b) [memorandum must contain a concise statement of the law, evidence and arguments relied on, and a discussion of the statutes, cases, and textbooks cited in support of the position advanced].) The Court construes this deficiency as an admission that Defendants’ demurrer is not meritorious. (See id., rule 3.1113(a).)

Defendants’ demurrer to the fourth cause of action for fraudulent transfers and the fifth cause of action for violation of the Bulk Sale Act on the ground of uncertainty is OVERRULED. A demurrer based on uncertainty is strictly construed, even where a complaint is in some respects uncertain, because ambiguities can be clarified under modern discovery procedures. (See Khoury v. Maly’s of Cal., Inc. (1993) 14 Cal.App.4th 612, 616.) A demurrer for uncertainty should only be sustained when the complaint is so bad that the defendant cannot reasonably respond. (Id.) Here, the causes of action are certain enough to allow Defendants to understand the nature of the allegations and the theory of liability to fashion an appropriate response.

Defendants’ demurrer to the first cause of action for open book account, second cause of action for goods sold, and third cause of action for accounts stated on the ground of failure to state sufficient facts is OVERRULED. Defendants argue that Plaintiffs pled no facts demonstrating a contractual relationship between Plaintiffs and Defendants to support these claims. According to Defendants, the only facts pled relate to the accounts, goods, and debts between Plaintiffs and defendant JK Medisources. However, the complaint alleges that: (1) AB Dental assumed all of JK Medisourse’s assets and liabilities as JK Medisources’s successor-in-interest; and (2) AB Dental and Nguyen and other defendants are alter egos of each other. (Compl., ¶¶ 7-8, 12, 14, 16-18, 27-31, 33-36.)

Defendants’ demurrer to the fourth cause of action for fraudulent transfers on the ground of failure to state sufficient facts is OVERRULED. Plaintiffs allege that Defendants fraudulently transferred JK Medisources’s assets to themselves − without receiving a reasonably equivalent value in exchange − with the intent of avoiding payment obligations to Plaintiffs. (Id., ¶¶ 16-17, 26-27.) Defendants’ argument is not well taken that a claim for fraudulent transfer is a species of fraud and therefore must be pled with specificity. A fraudulent transfer claim does not involve the intentional or negligent making of a misrepresentation, the concealment of a fact by one bound to disclose it, or a promise made without intention of performing. (See Civ. Code, § 1710.) Even if fraudulent transfer was considered a species of fraud, less specificity is required for fraud claims where “defendant must necessarily possess full information concerning the facts of the controversy.” (See Committee on Children’s Television, Inc. v. Gen. Foods Corp. (1983) Cal.3d 197, 216; Schessler v. Keck (1954) 125 Cal.App.2d 827, 835.) Here, the precise details about this alleged fraudulent transfer more likely lie within Defendants’ knowledge. (See Schessler, supra, 125 Cal.App.2d at p. 835 [“[A]llegations which apply to matters peculiarly within the knowledge of the defendants, may properly be based upon information and belief. [Citations.] Less particularity is required in the allegations of the complaint where, from the nature of the matters alleged, the adverse party has a knowledge of the facts superior to the party pleading them.”].)

Defendants’ demurrer to the fifth cause of action for violation of the Bulk Sale Act for failure to state sufficient facts is OVERRULED. Pursuant to Commercial Code section 6101, et seq., when a business prepares to sell the bulk of its inventory and equipment, creditors are protected by a requirement that they be put on notice of the impending sale. Commercial Code section 6102(a)(3)(ii) defines a “bulk sale” as “a sale not in the ordinary course of the seller’s business of more than half the seller’s inventory and equipment, as measured by value on the date of the bulk-sale agreement.” Plaintiffs allege that JK Medisources purchased medical supplies from Plaintiffs, and in 2010, Defendants purchased “all inventory, stock in trade, fixtures, equipment, and goodwill” as JK Medisources’s successor-in-interest and as alter egos of each other in order to avoid payment obligations. (Compl., ¶¶ 7-8, 12, 32-34.) These allegations are sufficient for purposes of this demurrer to defeat Defendants’ contentions that the allegations are conclusory regarding inventory, and that there are no facts regarding a relationship between the defending parties.