SUPERIOR COURT OF CALIFORNIA COUNTY OF LOS ANGELES …

1 1 DEFENDANTS PQRS CORPORATION, TOM ADAMS, KENNY ADAMS AND PAUL ROBERTS S NOTICE OFHEARING AND DEMURRER TO PLAINTIFF S FIRST AMENDED COMPLAINT1234567891011121314151617181920 2122232425262728[attorney info redacted][redacted][redacted][redacted][ redacted][redacted]Attorneys for Defendants PQRS Corporation,Tom Adams and Kenny Adams, and for self,in pro perThe FAC contained 11 causes of action against which I wrote 23 demurrers, which arestated below, with the judge s rulings inserted in red. 19 demurrers were sustained(one of these was sustained with NO leave to amend, thereby eliminating the seventhcause of action for BPC 17200).

2 Four demurrers were overruled, but two of thesewere as to causes of action against which other demurrers were sustained. Only twocauses of action survived intact (the tenth and eleventh), and I had advised the attorneythat those two were the well pleaded and likely to survive our demurrers and motion COURT OF CALIFORNIA COUNTY OF LOS ANGELESCENTRAL DISTRICTJOHN SMITH, CORPORATION, a CaliforniaCorporation dba PQRS APPAREL;TOM ADAMS, an individual;KENNY ADAMS, an individual; PAUL ROBERTS, an individual; andDOEs 1 to 20, inclusive,DefendantsCase Number: [redacted]Assigned to:[redacted]DEFENDANTS PQRS CORPORATION,TOM ADAMS, KENNY ADAMS AND PAULROBERTS S NOTICE OF HEARING ANDDEMURRER TO PLAINTIFF S FIRSTAMENDED COMPLAINTF iled concurrently with Request for JudicialNotice and Motion to filed: [redacted]Hearing Date: _____Hearing Time: _____Hearing Dept.

3 :[redacted]2 DEFENDANTS PQRS CORPORATION, TOM ADAMS, KENNY ADAMS AND PAUL ROBERTS S NOTICE OFHEARING AND DEMURRER TO PLAINTIFF S FIRST AMENDED COMPLAINT1234567891011121314151617181920 2122232425262728TO THE COURT , ALL INTERESTED PARTIES HEREIN, AND THEIR ATTORNEYSOF RECORD:PLEASE TAKE NOTICE THAT a hearing will be held on _____ at_____, or as soon thereafter as the matter can be heard, in Department [redacted of theabove-entitled COURT , located at 111 North Hill Street, Los ANGELES , CALIFORNIA 90012, on thewithin Demurrer of Defendants PQRS Corporation (hereinafter the PQRS CORP ), TomAdams (hereinafter TOM ), Kenny Adams (hereinafter KENNY ) and Paul Roberts(hereinafter ROBERTS ) to the First Amended Complaint (hereinafter FAC ) filed byPlaintiff John Smith.]

4 ROBERTS is the attorney for PQRS CORP, TOM, and KENNY and isalso appearing in his own behalf, in pro ADAMS DEFENDANTS refers collectively to Defendants TOM andKENNY. Hereinafter INDIVIDUAL DEFENDANTS refers collectively to DefendantsTOM, KENNY and ROBERTS. Hereinafter DEMURRING DEFENDANTS refers collectively to DefendantsPQRS CORP, TOM, KENNY and ROBERTS. Hereinafter CCP refers to the Code of Civil Procedure. The Demurrer will be based on this Notice of Hearing, the accompanying Demurrerand Memorandum of Points and Authorities, the Request for Judicial Notice filedconcurrently herewith, the proposed order lodged herewith, and all pleadings and papers onfile in the above-captioned : _____[redacted]By.

5 [redacted], Attorneys for Defendants[redacted]3 DEFENDANTS PQRS CORPORATION, TOM ADAMS, KENNY ADAMS AND PAUL ROBERTS S NOTICE OFHEARING AND DEMURRER TO PLAINTIFF S FIRST AMENDED COMPLAINT1234567891011121314151617181920 2122232425262728 DemurrersThe definitions set forth ante in the Notice of Hearing are incorporated herein toavoid repetition. DEMURRING DEFENDANTS, for themselves and for no other Defendant, herebydemur the FAC on the following entire FAC, and all the causes of action therein, are uncertain, ambiguousand unintelligible because the distinction between partnership and corporation is (f).

6 Sustained with 30 days leave to FAC fails to state facts sufficient to constitute a cause of action againstPQRS CORP because none of the eleven causes of action is alleged against PQRS (e). Sustained with 30 days leave to First Cause of Action for Conversion fails to state facts sufficient toconstitute a cause of action for conversion against the ADAMS DEFENDANTS because itfails to allege Plaintiff s ownership or right to possession of any allegedly convertedproperty. Code of Civil Procedure CCP (e). Sustained with 30 days leave First Cause of Action for Conversion is uncertain, ambiguous andunintelligible because it makes allegations that indicate diametrically inconsistent businessresults for PQRS CORP.

7 CCP (f). Second Cause of Action for Fraud and Deceit (IntentionalMisrepresentation) fails to state facts sufficient to constitute a cause of action for fraud ordeceit or intentional misrepresentation against the ADAMS DEFENDANTS because itsallegation of damages is conclusory, is wholly unsupported by any factual allegations ofdamages, and contradicts other allegations in the FAC. CCP (e). Sustained with 30days leave to Second Cause of Action for Fraud and Deceit (IntentionalMisrepresentation) fails to state facts sufficient to constitute a cause of action for fraud ordeceit or intentional misrepresentation against the ADAMS DEFENDANTS because thealleged causal connection between the ADAMS DEFENDANTS S alleged intentional4 DEFENDANTS PQRS CORPORATION, TOM ADAMS, KENNY ADAMS AND PAUL ROBERTS S NOTICE OFHEARING AND DEMURRER TO PLAINTIFF S FIRST AMENDED COMPLAINT1234567891011121314151617181920 2122232425262728misrepresentation and Plaintiff s alleged damages makes no reasonable sense on its (e).

8 Sustained with 30 days leave to Second Cause of Action for Fraud and Deceit (IntentionalMisrepresentation) fails to state facts sufficient to constitute a cause of action for fraud ordeceit or intentional misrepresentation against the ADAMS DEFENDANTS becausePlaintiff s reliance on the alleged misrepresentation was not justifiable because the allegedcontract induced thereby would have been void for lack of consideration from Plaintiff. CCP (e). Sustained with 30 days leave to Third Cause of Action for Fraud and Deceit (Fraudulent Concealment) isuncertain, ambiguous and unintelligible because FAC 46 is rambling andincomprehensible.

9 CCP (f). Third Cause of Action for Fraud and Deceit (Fraudulent Concealment)fails to state facts sufficient to constitute a cause of action for fraud or deceit or fraudulentconcealment against the ADAMS DEFENDANTS because its allegation of damages isconclusory, is wholly unsupported by any factual allegations of damages, and contradictsother allegations in the FAC. CCP (e). Sustained with 30 days leave to Third Cause of Action for Fraud and Deceit (Fraudulent Concealment)fails to state facts sufficient to constitute a cause of action for fraud or deceit or fraudulentconcealment against the ADAMS DEFENDANTS because justifiable reliance is not (e).

10 Sustained with 30 days leave to Fourth Cause of Action for Breach of Fiduciary Duty fails to state factssufficient to constitute a cause of action for breach of fiduciary duty against the ADAMSDEFENDANTS because its allegation of damages is conclusory, is wholly unsupported byany factual allegations of damages, and contradicts other allegations in the FAC. CCP (e). Sustained with 30 days leave to Fourth Cause of Action for Breach of Fiduciary Duty fails to state factssufficient to constitute a cause of action for breach of fiduciary duty against the ADAMSDEFENDANTS because proximate cause is not alleged.