Case Number: EC062049 Hearing Date: June 06, 2014 Dept: B

Demurrer

The Plaintiffs entered into a contract with the Defendants under which the Defendants agreed to sell their real property for $1,210,000. The Defendants breached the contract by refusing to transfer the property to the Plaintiffs on the ground that their signature was forged on the agreement. The Plaintiff brought this action to seek specific performance of the contract. Plaintiff alleges causes of action for: 1) Specific Performance and 2) Breach of Contract

This hearing concerns the Defendants’ demurrer to the Complaint on the ground that it is uncertain and that it does not plead specific facts.

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. Khoury v. Maly’s of California Inc. (1993) 14 Cal.App.4th 612, 616. A demurrer for uncertainty will be sustained only when the complaint is so unintelligible that the defendant cannot reasonably respond because the defendant cannot reasonably determine what issues must be admitted or denied, or what counts or claims are directed against the defendant. Id.

A review of the Complaint reveals that the Defendant can reasonably respond to each claim. The Plaintiffs have identified the cause of action, identified the Defendants against whom each cause of action is directed, identified the issues, and identified the remedy requested. The Defendants can reasonably determine whether to admit or deny the issues, e.g., admit or deny that they entered into a contract for the sale of real estate or admit or deny that they breached the agreement. Accordingly, there are no grounds for a demurrer based on uncertainty to each cause of action.

1. Demurrers to First and Second Causes of Action based on Arguments that the Pleadings Lack Facts Regarding an Enforceable Contract

The Defendants argue that the Plaintiffs have failed to plead that there was a contract between the parties. Both causes of action in the Complaint are based on the breach of contract. Specific performance is a remedy for the breach of a contract that may be awarded in the alternative to damages for the breach of a contract. Mycogen Corp. v. Monsanto Co. (2002) 28 Cal. 4th 888, 905-906 (holding that a party cannot be awarded both damages and specific performance for the same breach). A breach of contract cause of action must include the following elements:

1) the contract,
2) plaintiff’s performance or excuse for nonperformance,
3) defendant’s breach, and
4) the resulting damages to plaintiff.
Reichert v. General Ins. Co. (1968) 68 Cal. 2d 822, 830.

The Plaintiff alleges in paragraphs 6 and 7 that the parties entered into an agreement under which the Plaintiffs would pay $1,210,000 for the Defendant’s real property at 2023 Dublin Ave., Glendale, CA 91206. Further, the Plaintiffs attached a copy of the agreement as exhibit 1. The copy of the agreement is signed by the parties. This is sufficient to plead that a contract existed.

The Defendants argue that the pleadings indicate that they did not consent to the contract, e.g., that Anna Vahanian claims that her signature was formed. However, the pleadings do not state that Anna Vahanian’s signature was forged; instead, the pleadings merely note that Anna Vahanian claims that her signature was forged. Accordingly, there are no grounds to find that “it is a fact” that Anna Vahanian’s signature was forged, as the Defendants argue. This will be a matter for the Defendants to prove.

Further, the Plaintiffs allege facts indicating that Anna Vahanian’s claim can be impeached by a witness to her signature. In paragraph 12, the Plaintiffs allege that the contract was signed in the presence of a realtor, Tom Kwak, from Ramsey Shilling Associates. This allegation indicates that the Plaintiffs will offer evidence to impeach the Defendant’s claim that her signature was forged.

As noted above, the pleadings indicate that the parties entered into the contract. For the purposes of ruling on the demurrer, the allegations are assumed true and the Plaintiffs’ ability to prove the allegation is of no concern. Committee on Children’s Television, Inc. v. General Foods Corp. (1983) 35 Cal.3d 197, 213-214. The allegation that the parties entered into a contract is assumed true. Accordingly, the cause of action pleads sufficient facts to demonstrate that a contract exists.

The Defendants then argue that the contract violates the statute of frauds because one of the signatures was forged. Under Civil Code section 1624, an agreement for the transfer of an interest in real property must be in writing and signed by the parties. Here, the Plaintiffs have attached a copy of the real property agreement to their contract. Since the agreement is in writing, there are no grounds to find that the contract violates the statute of frauds.

The Defendants claim that the signature of Anna Vahanian was forged. This is not grounds for a demurrer because there are no allegations that her signature was, in fact, forged. Since there are no allegations that the signature was forged, this is not a grounds for a demurrer. Instead, the Defendants may raise the claim that the signature was forged as an affirmative defense in their answer.

Therefore, the Defendants have not identified any basis to find that the pleadings do not state sufficient facts to establish that there was a legally enforceable contract between the parties and the demurrer is overruled.

2. Demurrer to First Cause of Action for Specific Performance

In addition, the Defendants argue that the first cause of action lacks allegations that the Plaintiffs provided adequate consideration or that the contract was just. Under Civil Code section 3391, a requirement for the specific enforcement of a contract is that the consideration be adequate. The proper test to apply in determining adequacy of consideration in a contract involving the transfer of property is whether the price is fair and reasonable under the circumstances. Henderson v. Fisher (1965) 236 Cal. App. 2d 468, 474.

Here, the Plaintiffs allege in paragraphs 7 and 8 that the Plaintiffs agreed to pay $1,210,000 for the real property and that the real property was a single family residence. These facts are sufficient to indicate that the Plaintiffs agreed to pay a “fair and reasonable” price for the property.

The Defendants argue that the contract was not fair and reasonable to Anna Vahanian because she did not know about the purchase agreement. However, as noted above, the Plaintiffs’ allegation in paragraph 7 that the parties entered into the contract is assumed true for the purposes of ruling on the demurrer. Since this allegation indicates that Anna Vahanian knew about the purchase agreement because she signed it, the Complain pleads sufficient facts to demonstrate that the contract was fair and reasonable. Instead, the Defendants may raise Anna Vahanian’s knowledge of the contract as an affirmative defense.

Therefore, the Defendants have not identified any grounds for a demurrer to the first cause of action for specific performance.

Accordingly, the Court overrules the Defendants’ demurrers to the first and second causes of action in the Complaint.