Demurrer of Bobby Saadian and 660 Fig LLC to the First Amended Complaint

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

NOTICE OF HEARING ON DEMURRER

TO PLAINTIFFS AND THEIR COUNSEL OF RECORD:

PLEASE TAKE NOTICE THAT on January 27, 2027 at 9:30 a.m., or as soon thereafter as the matter may be heard in Department 412 of the Superior Court of California, County of Los Angeles, at 111 N. Hill Street, Los Angeles, CA 90012, Defendants Bobby Saadian aka Bobby Babak Saadian ("Saadian") and 660 Fig LLC ("660 Fig") shall and hereby do demur to the First and Third Causes of Action in Plaintiffs' First Amended Complaint. Saadian also demurs to the Second Cause of Action.

The demurrer is brought under Code of Civil Procedure sections 430.10(e) and 430.30(a) because the challenged causes of action fail to allege facts sufficient to state claims against the respective demurring Defendants. Defendants request that the demurrer be sustained without leave to amend to the extent the identified defects cannot be cured.

The demurrer is based on this Notice, Defendants' Demurrer, the accompanying Memorandum of Points and Authorities, the declaration of Thiago M. Coelho concerning compliance with Code of Civil Procedure section 430.41, the First Amended Complaint and its exhibits, the records properly before the Court, and the argument presented at the hearing.

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

DEMURRER

Defendants Bobby Saadian aka Bobby Babak Saadian and 660 Fig LLC hereby generally demur to the First Amended Complaint on the following grounds:

DEMURRER TO THE FIRST CAUSE OF ACTION

1. The First Amended Complaint fails to allege facts sufficient to state a cause of action for intentional interference with prospective economic advantage by Bark Tax Service Inc. dba Marina Pointe Realty against Bobby Saadian. Cal. Civ. Proc. Code § 430.10(e).

2. The First Amended Complaint fails to allege facts sufficient to state a cause of action for intentional interference with prospective economic advantage by Bark Tax Service Inc. dba Marina Pointe Realty against 660 Fig LLC. Cal. Civ. Proc. Code § 430.10(e).

DEMURRER TO THE SECOND CAUSE OF ACTION

3. The First Amended Complaint fails to allege facts sufficient to state a cause of action for fraud by Matt Barkohanai or Bark Tax Service Inc. dba Marina Pointe Realty against Bobby Saadian. Cal. Civ. Proc. Code § 430.10(e).

DEMURRER TO THE THIRD CAUSE OF ACTION

4. The First Amended Complaint fails to allege facts sufficient to state a cause of action for intentional interference with contractual relations by Bark Tax Service Inc. dba Marina Pointe Realty against Bobby Saadian. Cal. Civ. Proc. Code § 430.10(e).

5. The First Amended Complaint fails to allege facts sufficient to state a cause of action for intentional interference with contractual relations by Bark Tax Service Inc. dba Marina Pointe Realty against 660 Fig LLC. Cal. Civ. Proc. Code § 430.10(e).

WHEREFORE, Defendants respectfully request that the Court sustain the demurrer to the First and Third Causes of Action as to both Defendants, and to the Second Cause of Action as to Bobby Saadian, without leave to amend to the extent the defects cannot be cured, and grant such other relief as the Court deems just and proper.

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

TABLE OF CONTENTS

• I. INTRODUCTION5
• II. FACTUAL ALLEGATIONS7
• A. Plaintiffs Sought a Buyer Agreement That Saadian Declined7
• B. The Alleged Listing-Side Agreement Was with Newmark7
• C. 660 Fig Later Acquired the Property8
• III. LEGAL STANDARD8
• IV. ARGUMENT9
• A. Plaintiffs Do Not Plead Justifiable Reliance on the Buyer-Side Compensation Promises9
• 1. The Statute Requires Written Evidence of the Buyer's Employment of the Broker9
• 2. The Alleged Texts Do Not Establish the Necessary Subscribed Memorandum10
• 3. Phillippe Forecloses the Particular Reliance Theory Pleaded Here11
• 4. The Later Statements Do Not Supply a Separate Pleaded Basis for Recovery12
• B. The First Cause of Action Does Not Adequately Plead Independently Wrongful Interference13
• C. The Third Cause of Action Does Not Adequately Plead Interference with Newmark's Alleged Obligation14
• 1. A Purchase Without Payment Is Not Itself Interference with Newmark's Independent Obligation15
• 2. The Alleged Newmark Undertaking Does Not Cure the Disruption Defect16
• D. The Ratification Allegation Does Not Cure the Claims Against 660 Fig16
• V. CONCLUSION17

TABLE OF AUTHORITIES

Cases

• Aragon-Haas v. Family Security Ins. Services, Inc. 231 Cal.App.3d 232 (1991)9, 16
• Blank v. Kirwan 39 Cal.3d 311 (1985)8
• Buckaloo v. Johnson 14 Cal.3d 815 (1975)13
• Deeter v. Angus 179 Cal.App.3d 241 (1986)13
• Della Penna v. Toyota Motor Sales, U.S.A., Inc. 11 Cal.4th 376 (1995)13
• Donovan v. RRL Corp. 26 Cal.4th 261 (2001)16
• Holland v. Morse Diesel Internat., Inc. 86 Cal.App.4th 1443 (2001)8
• Ixchel Pharma, LLC v. Biogen, Inc. 9 Cal.5th 1130 (2020)6, 15
• J.B.B. Investment Partners, Ltd. v. Fair 232 Cal.App.4th 974 (2014)10
• Korea Supply Co. v. Lockheed Martin Corp. 29 Cal.4th 1134 (2003)13
• Lazar v. Superior Court 12 Cal.4th 631 (1996)9, 13
• LeBrun v. CBS Television Studios, Inc. 68 Cal.App.5th 199 (2021)6, 17
• Pacific Gas & Electric Co. v. Bear Stearns & Co. 50 Cal.3d 1118 (1990)15
• Phillippe v. Shapell Industries 43 Cal.3d 1247 (1987)5, 6, 9, 11, 12, 13
• Quelimane Co. v. Stewart Title Guaranty Co. 19 Cal.4th 26 (1998)14
• Tenzer v. Superscope, Inc. 39 Cal.3d 18 (1985)11
• Torelli v. J. P. Enterprises, Inc. 52 Cal.App.4th 1250 (1997)10
• Westside Estate Agency, Inc. v. Randall 6 Cal.App.5th 317 (2016)6, 9, 10, 16

Statutes

• Cal. Civ. Code section 1624(a)(4)5, 9, 16
• Cal. Civ. Code section 1633.2(h)10
• Cal. Civ. Code section 170913
• Cal. Civ. Code section 171013
• Cal. Civ. Proc. Code section 430.10(e)8
• Cal. Civ. Proc. Code section 430.30(a)8

I. INTRODUCTION

This case arises from Plaintiffs’ failure to protect their claimed buyer-side compensation by obtaining a writing subscribed by the buyer or his authorized agent, as required under the Statute of Frauds (Cal. Civ. Code § 1624(a)(4)) and Phillippe v. Shapell Industries, 43 Cal.3d 1247, 1258 (1987). Now, they futilely seek the assistance of this Court to correct their error. As a matter of law, they cannot use creative pleading to circumvent the Statute of Frauds or supply the missing elements of their fraud and interference claims.

“I am not looking for an agent.” (First Amended Complaint (“FAC”) ¶ 32.) Defendant Bobby Saadian (“Saadian”) gave that written explanation when he rejected Plaintiffs’ proposed 1% buyer representation agreement. He rejected their revised 0.5% agreement as well. (Id.)

“There is no formal arrangement,” Mr. Hannan of defendant Newmark wrote with respect to the payment of a commission to Plaintiffs. (FAC ¶ 17 & Ex. 1.) “If he is paid a commission, will it come out of ours?” wrote Newmark’s Mr. Plum. (FAC ¶ 40 & Ex. 3 (emphasis added).) Those communications do not establish the missing elements of Plaintiffs’ fraud and interference claims against Saadian and 660 Fig.

Plaintiffs Matt Barkohanai (“Barkohanai”) and Bark Tax Service Inc. dba Marina Pointe Realty (“Marina Pointe”) (collectively, “Plaintiffs”) were licensed real estate brokers, “conclusively presumed to know” the statute of frauds’ writing requirement. (FAC ¶¶ 3–4; Phillippe, 43 Cal.3d at 1262.) Their own alleged conduct confirms that they understood the protection they needed: they prepared a buyer representation agreement, requested Saadian’s signature, revised the agreement, and requested his signature again. (FAC ¶¶ 29–32.) Their pleading makes the point explicit: absent Saadian’s alleged promises, they would have “withheld their materials and conditioned further services on a signed representation agreement.” (Id. ¶ 61.) These brokers knew how to protect their compensation; however, they decided instead to rely on unenforceable purported assurances in the hope of receiving a commission.

Civil Code section 1624(a)(4) requires written evidence of the broker’s employment, signed by the buyer or his authorized agent. The FAC fails to plead a sufficient writing establishing that Saadian employed Plaintiffs as his brokers. Moreover, as a matter of law, calling the claim fraud supplies neither the required writing nor the separate element of justifiable reliance. (Phillippe, 43 Cal.3d at 1262, 1270.) Phillippe makes the broker’s presumed knowledge of the writing requirement central to that reliance analysis. Id. at 1262, 1270. Plaintiffs’ allegations do not overcome that defect. They ask this Court to impose liability on the purchaser while dispensing with the written protection they knew to obtain.

The statute requires a signed writing unequivocally evidencing the broker’s employment. References to compensation do not dispense with that requirement. Westside Estate Agency, Inc. v. Randall, 6 Cal.App.5th 317, 330–331 (2016). The communications alleged in the FAC do not meet that standard. (FAC ¶¶ 29–32, 56–58.) Nor can Plaintiffs fill the gap with emails from Newmark of Southern California, Inc. (“Newmark”). Those emails concern Newmark’s own alleged undertaking, and Newmark is not alleged to have signed on Saadian’s behalf. (FAC ¶¶ 11, 64–65, 74.)

The interference claims against Saadian and his acquisition entity, 660 Fig LLC (“660 Fig”) (together, “Defendants”), fare no better. The First Cause of Action identifies the same promissory fraud as its independently wrongful predicate. Its remaining allegations fail to identify a separate legal violation causing the lost expectancy. (FAC ¶¶ 50–51.) The Third Cause of Action concerns Marina Pointe’s alleged agreement with Newmark. Even assuming that agreement, the FAC does not adequately connect Defendants’ conduct to the breach or disruption of Newmark’s alleged obligation. Plaintiffs’ alternative theory that the agreement was terminable at will additionally requires an independent wrong, which is not supplied. (FAC ¶¶ 63–68, 75, 77.) Ixchel Pharma, LLC v. Biogen, Inc., 9 Cal.5th 1130, 1148 (2020).

Finally, attributing Saadian’s conduct to 660 Fig through ratification does not supply the missing elements of either interference claim. See LeBrun v. CBS Television Studios, Inc., 68 Cal.App.5th 199, 208–209 (2021). The Court should sustain the demurrer to the First and Third Causes of Action as to both Defendants and to the Second Cause of Action as to Saadian.

II. FACTUAL ALLEGATIONS

A. Plaintiffs Sought a Buyer Agreement That Saadian Declined

Marina Pointe is the trade name of Bark Tax Service Inc., a licensed corporate real estate broker. Barkohanai acted as its licensed broker-officer. All brokerage services alleged in the FAC were performed by Marina Pointe through Barkohanai in that capacity. (FAC ¶¶ 3-4.) Plaintiffs researched the Property at 660 South Figueroa Street and contacted Saadian, Barkohanai's cousin, about an acquisition. (Id. ¶¶ 14-15, 22-26.)

According to Plaintiffs, Saadian orally agreed on August 2, 2024 to representation and a 1% commission. His morning promise allegedly induced the 9:56 a.m. offer, transmission of broker correspondence, and financing advice. Jay Fall’s further compensation assurance, made as Saadian’s alleged agent at approximately 12:22 p.m., allegedly induced the afternoon transfers of offering materials and underwriting spreadsheets and additional services. (Id. ¶¶ 11, 26–28, 55, 58, 60.) On August 3, Plaintiffs sent a 1% representation agreement for electronic signature. Saadian texted, "Do it for .25%." A telephone conversation allegedly produced a different, 0.5% arrangement, which Plaintiffs placed in a revised form and resent for signature. (Id. ¶¶ 29, 56.)

Saadian refused to sign. Later that morning he proposed an unspecified payment if he purchased for $43 million or less; Barkohanai did not accept that condition. On August 4, Saadian formally declined both electronic agreements, stating as to one that he was not looking for an agent. (Id. ¶¶ 30-32, 57-58.) The FAC alleges no executed buyer representation form. Its allegations concerning electronic signatures in paragraphs 64 and 74 address Hannan's Newmark emails.

B. The Alleged Listing-Side Agreement Was with Newmark

Plaintiffs separately allege a "Cooperation Agreement" with Newmark. Asked about seller compensation, Hannan responded on July 30 that there was no formal arrangement and Plaintiffs should request compensation to be netted from the price. Plaintiffs requested at least 2% on August 7 and asked that the sellers factor the request into their price. Hannan replied that Shannon was handling the matter with Taban and that Taban would be aware. (FAC ¶¶ 16-21, 34-35; Exs. 1-2.) The FAC characterizes these communications, industry custom, Plaintiffs' performance, and Newmark's continued dealings with the buyer as assent to an interbroker compensation obligation. It expressly alleges that Newmark contracted in its own capacity and that the Seller was not a party. (Id. ¶¶ 63-64, 70-77.) Newmark had written notice of Plaintiffs' claimed role and the alleged circumvention by August 6; the Seller received Plaintiffs' written notice on November 5. (Id. ¶¶ 33-35, 41.)

C. 660 Fig Later Acquired the Property

Between November 11 and November 14, 2024, Saadian allegedly stated that he had arranged a $70,000 payment and threatened to retract it. 660 Fig was formed about November 20 and acquired the Property on December 17 for $44 million. (FAC ¶¶ 42-44, 59.) Paragraph 44 alleges that 660 Fig took title with knowledge of the earlier conduct and retained its benefits, thereby ratifying that conduct. Plaintiffs allege no commission was paid and that they learned of the closing on January 3, 2025. (Id. ¶¶ 45-46.)

Only three causes of action are asserted against the moving Defendants. Marina Pointe asserts the First and Third Causes of Action against Saadian and 660 Fig, seeking an alleged $880,000 commission expectancy. Both Plaintiffs assert the Second Cause of Action against Saadian. That count seeks alleged out-of-pocket and reliance losses and expressly disclaims recovery of a commission or the value of brokerage services as such. (Id. ¶¶ 47-68.)

III. LEGAL STANDARD

A cause of action is subject to demurrer when the pleading fails to state facts sufficient to constitute that claim. Cal. Civ. Proc. Code § 430.10(e). The Court accepts properly pleaded material facts and reasonable inferences, but not conclusions of law, and reads the complaint reasonably and as a whole. Blank v. Kirwan, 39 Cal.3d 311, 318 (1985). The inquiry is confined to the pleading, its exhibits, and matters properly subject to judicial notice. Cal. Civ. Proc. Code § 430.30(a). Facts in an attached exhibit control inconsistent allegations. Holland v. Morse Diesel Internat., Inc., 86 Cal.App.4th 1443, 1447 (2001). Where the writing is ambiguous and reasonably supports the pleaded interpretation, that interpretation is accepted on demurrer. Aragon-Haas v. Family Security Ins. Services, Inc., 231 Cal.App.3d 232, 239-240 (1991).

Fraud requires a misrepresentation, knowledge of falsity, intent to induce reliance, justifiable reliance, and resulting damage, pleaded with the required specificity. Lazar v. Superior Court, 12 Cal.4th 631, 638, 645 (1996). The issue is whether those allegations establish the required elements, including legally justifiable reliance.

IV. ARGUMENT

A. Plaintiffs Do Not Plead Justifiable Reliance on the Buyer-Side Compensation Promises

1. The Statute Requires Written Evidence of the Buyer's Employment of the Broker

Civil Code section 1624(a)(4) reaches agreements employing a broker to purchase real estate or procure a buyer or seller for compensation. The agreement, or a sufficient memorandum, must be written and subscribed by the party charged or its agent. The requirement applies to the buyer-broker engagement alleged here, including services incidental to procuring the acquisition. Westside, 6 Cal.App.5th at 324–327.

Plaintiffs plead that they acted as licensed brokers and performed brokerage services for Saadian's proposed purchase. Their asserted tasks included locating the opportunity, evaluating the Property, submitting pricing interest, discussing financing, and supplying deal materials. (FAC ¶¶ 3-4, 19, 25-29, 60.) Those allegations place the alleged buyer employment within section 1624(a)(4). Describing some of the services as underwriting or work product does not change their pleaded purpose.

The required writing need not be a formal representation agreement, but it must unequivocally evidence the broker's employment. Phillippe, 43 Cal.3d at 1258. The issue is whether the communications alleged in the FAC supply that subscribed memorandum when read in their pleaded context.

2. The Alleged Texts Do Not Establish the Necessary Subscribed Memorandum

The required writing must establish Plaintiffs' employment as Saadian's brokers. Mentioning compensation is insufficient without written evidence of employment or authority to act. Westside, 6 Cal.App.5th at 330-331. The FAC must be measured against that requirement, not merely the presence of a percentage in a text message.

The FAC describes "Do it for .25%" as a counterproposal responding to the proposed representation agreement. It then alleges an oral agreement at 0.5%, Plaintiffs' confirmation and retransmission of the revised form, and Saadian's declination of both forms. (FAC ¶¶ 29-32, 56- 58.) Plaintiffs continued to request execution: their August 5 message began "If you sign," and their August 6 notice reported a refusal to sign after a prior promise to do so. (Id. ¶¶ 80-81.) Read together, those allegations do not adequately establish that the percentage counterproposal unequivocally memorialized the asserted buyer employment. Plaintiffs' own confirmation does not supply Saadian's signature.

Torelli v. J. P. Enterprises, Inc., 52 Cal.App.4th 1250, 1254–1257 (1997), involved a signed counteroffer expressly incorporating a commission obligation. Here, the pleaded exchange fails to establish a signed memorandum unequivocally evidencing Plaintiffs’ employment as Saadian’s brokers. Torelli does not dispense with that requirement.

An electronic signature requires an act executed or adopted with intent to sign the electronic record; identifying its sender alone does not establish that intent. Cal. Civ. Code § 1633.2(h); see J.B.B. Investment Partners, Ltd. v. Fair, 232 Cal.App.4th 974, 988-989 (2014) (printed name at end of email did not establish intent to sign electronically). The FAC does not adequately allege Saadian's adoption of the percentage text as a signature on an employment memorandum, and the alleged requests for execution and express declinations bear on that inquiry. Hannan's emails do not supply Saadian's signature because Hannan allegedly acted for Newmark. (FAC ¶¶ 11, 64, 74.)

The later $43 million proposal does not establish the necessary employment either. Plaintiffs allege that Saadian wrote, "If I buy it for 43 or less anytime soon, I'll give you some money." Barkohanai did not agree to the purchase-price condition, and the Property ultimately sold for $44 million. (FAC ¶¶ 31, 44, 57.) Those allegations do not identify a subscribed memorandum acknowledging the buyer employment previously asserted. Nor do Plaintiffs identify services or a detrimental change of position induced by that conditional proposal.

3. Phillippe Forecloses the Particular Reliance Theory Pleaded Here

Phillippe directly addresses the reliance alleged here. A licensed broker's reliance on an oral commission promise or a promise to execute the required writing later "cannot be sufficiently reasonable to support an action for fraud." 43 Cal.3d at 1270. Tenzer v. Superscope, Inc., 39 Cal.3d 18, 28-31 (1985), does not dispense with that reliance requirement. Phillippe expressly considered Tenzer and distinguished other deception. 43 Cal.3d at 1269-1270.

The FAC pleads the reliance Phillippe rejects. Paragraph 55 alleges that Saadian represented that he would pay Plaintiffs and enter into a buyer representation agreement. Paragraph 61 alleges that Plaintiffs otherwise would have conditioned further services on a signed agreement. They thus plead performance in reliance on compensation and future execution, before obtaining the required authorization. Their preparation and transmission of the forms confirm the nature of the promised protection. (FAC ¶¶ 55–61.)

Paragraph 60 identifies the statements that allegedly induced the particular acts of reliance. Saadian’s morning promise allegedly induced the 9:56 a.m. offer, broker correspondence, and financing advice; Fall’s 12:22 p.m. assurance allegedly induced the afternoon materials transfers and further services. The percentage text followed on August 3; the act specifically attributed to that written request was revision and retransmission of the representation form. (FAC ¶¶ 55-56, 58, 60.) The later text could not have induced the August 2 acts. Whether it supplies a sufficient memorandum is the separate issue addressed above. Performance before Saadian declined the forms does not itself establish legally justifiable reliance under Phillippe, and alleged intent not to perform does not supply that separate element.

Paragraph 62's demand for out-of-pocket expenses, development costs, and lost protective opportunities does not cure that defect. A demand for out-of-pocket or reliance damages does not establish justifiable reliance. The pleaded losses arise from the same decision to provide services and materials on promises of buyer compensation before obtaining sufficient written authorization. The allegation that Plaintiffs otherwise would have required a signed agreement identifies the protection they chose to forgo; it does not establish an exception to Phillippe's reliance rule.

Neither the family relationship nor the proposed buyer obligation's role as a backstop to listing-side compensation changes the reliance theory pleaded. (FAC ¶¶ 5, 29 & fn. 1, 55.) Those circumstances do not cure the absence of justifiable reliance on the oral buyer-compensation promises. Any obligation Newmark independently undertook must be assessed on its own terms; it does not supply Saadian's subscribed authorization or make Plaintiffs' reliance on his oral promises reasonable.

4. The Later Statements Do Not Supply a Separate Pleaded Basis for Recovery

The November representation concerning a $70,000 payment fares no better. (FAC ¶¶ 42, 59.) The Second Cause of Action identifies no act or forbearance undertaken in reliance on that representation and no resulting loss attributable to it. Its particularized reliance allegations concern services performed and materials transmitted on August 2 and August 3. (Id. ¶¶ 60–61.) A November representation could not have induced acts completed months earlier.

Nor does paragraph 62 connect a particular lost protective step to the November statement. The FAC elsewhere attributes Plaintiffs' continued reliance on Newmark to Newmark's own representations, and alleges that the transaction economics were fixed by the time of the November 5 notice to the Seller. (Id. ¶¶ 82, 100.) An allegation that Plaintiffs were threatened with withdrawal of a courtesy payment does not itself allege that they changed position because they believed a false statement about that payment.

The same problem affects the asserted statement about Saadian's prior discussions with other brokers. Plaintiffs allege it was false, but also allege Barkohanai knew he had introduced the Property and promptly complained of circumvention. (FAC ¶¶ 26, 32-34, 58.) They do not identify a distinct detrimental act induced by belief in that statement. Absent a sufficient subscribed memorandum or a separately actionable reliance theory, the Second Cause of Action fails as to both Plaintiffs.

B. The First Cause of Action Does Not Adequately Plead Independently Wrongful Interference

Prospective-interference liability requires conduct that is wrongful "by some measure beyond the fact of the interference itself." Della Penna v. Toyota Motor Sales, U.S.A., Inc., 11 Cal.4th 376, 392-393 (1995). The conduct must be independently wrongful, meaning it must violate an identifiable legal standard; an alleged intention to deprive another of economic benefit is insufficient by itself. Korea Supply Co. v. Lockheed Martin Corp., 29 Cal.4th 1134, 1158-1159 (2003).

Paragraph 50 identifies the Second Cause of Action's fraud under Civil Code sections 1709 and 1710 as the independent wrong. Those provisions do not eliminate the justifiable-reliance element of that pleaded fraud. Lazar, 12 Cal.4th at 638; Phillippe, 43 Cal.3d at 1270. That predicate fails for the reasons above. An independent wrong directed at a third person may support interference liability. Korea Supply, 29 Cal.4th at 1163. The remaining allegations must therefore be assessed for a separate legal violation and its causal connection to the lost expectancy; as explained below, they do not adequately plead either.

Buckaloo v. Johnson, 14 Cal.3d 815, 822–829 (1975), does not excuse the missing independent wrong. Della Penna expressly disapproved its pleading and proof formulation to the extent inconsistent with that requirement. 11 Cal.4th at 393 n.5. Plaintiffs’ alleged commission expectancy therefore does not cure the defect in their pleaded wrongful means.

Deeter v. Angus, 179 Cal.App.3d 241, 249–251 (1986), predates Della Penna’s independent-wrongfulness requirement and does not relieve Plaintiffs of satisfying it. Paragraphs 50–51 rely on the same fraudulent inducement challenged above. The alleged loss of pricing-stage compensation protection does not itself supply the missing independent wrong.

The remaining allegations do not fill that gap. Direct negotiation and acquisition through an entity do not themselves violate an identified legal standard. Plaintiffs allege that they transmitted deal materials in reliance on the challenged assurances. (FAC ¶¶ 28, 50, 58, 60.) The FAC identifies no separate legal basis for treating Defendants’ use of those materials as wrongful. It alleges no use restriction binding these Defendants and does not identify facts establishing a misappropriation tort apart from the asserted fraudulent inducement. Describing the materials as confidential or valuable does not supply those missing elements.

The pleaded concealment theories also require more. The concealment theory fails to connect a separate actionable omission to a particular induced act or forbearance producing the lost listing-side compensation. Its compensation assurances run into the same reliance problem addressed above.

The concealment allegations do not supply the missing independent wrong. Newmark received written notice of Plaintiffs' role and circumvention concern on August 6, before the separate formal offer alleged to have been made after August 6 and no later than August 17. Plaintiffs submitted their 2% request on August 7, during the August-September pricing period alleged in paragraph 100. (FAC ¶¶ 33-34, 38, 100.) Those allegations undermine concealment of Plaintiffs' role from Newmark as the explanation for its later dealings. Paragraph 51 nevertheless attributes the loss to earlier fraud that opened the direct channel before compensation protection existed. That theory depends on the fraud challenged above. The remaining allegations do not adequately identify another actionable omission and its causal connection to the lost expectancy. The First Cause of Action therefore fails.

C. The Third Cause of Action Does Not Adequately Plead Interference with Newmark's Alleged Obligation

The Third Cause of Action does not adequately connect Defendants' conduct to disruption of Newmark's alleged obligation. Intentional interference with contract requires a valid contract, knowledge, intentional acts designed to induce breach or disruption, actual breach or disruption, and resulting damage. Quelimane Co. v. Stewart Title Guaranty Co., 19 Cal.4th 26, 55 (1998). Even assuming the alleged Cooperation Agreement, Plaintiffs must plead how these Defendants caused its breach or disruption.

Plaintiffs' alternative at-will theory requires an additional showing. Paragraph 63 alleges that, if the Cooperation Agreement is deemed terminable at will, Defendants' alleged fraud supplies the independent wrong. Interference with an at-will contract requires independently wrongful conduct. Ixchel, 9 Cal.5th at 1147–1148. That alternative depends on the same promissory fraud and other asserted wrongs addressed above and fails for the same reasons. This argument addresses the alternative theory; Plaintiffs' principal allegation of a fixed transaction and an earned payment obligation remains subject to the disruption defect discussed below.

1. A Purchase Without Payment Is Not Itself Interference with Newmark's Independent Obligation

Under the obligation alleged in paragraphs 63 and 77, Marina Pointe earned compensation upon procuring the buyer, and Newmark owed that compensation regardless of its funding source. (FAC ¶¶ 63, 77.) On that theory, closing the sale supplied the transaction on which compensation was due. It did not itself release Newmark from payment or establish that these Defendants induced Newmark to breach.

Plaintiffs must plead defendant-caused breach or disruption, which may include making contractual performance more costly or burdensome. Pacific Gas & Electric Co. v. Bear Stearns & Co., 50 Cal.3d 1118, 1126, 1129 (1990). Paragraphs 51 and 67 allege direct dealings, concealment, and closing arrangements that omitted payment. Paragraph 51 further alleges that earlier fraud opened a direct channel before Plaintiffs secured compensation protection and removed a pricing- stage payment mechanism. But paragraph 77 alleges that Newmark owed Plaintiffs compensation regardless of its funding source. The FAC does not adequately connect the alleged loss of that mechanism to conduct inducing Newmark to withhold its independently owed payment or otherwise burdening performance. A closing without payment establishes the alleged nonpayment; it does not, by itself, establish these Defendants' interference.

2. The Alleged Newmark Undertaking Does Not Cure the Disruption Defect

Even assuming section 1624(a)(4)’s exception for actions between brokers applies, that exception does not eliminate the requirement to plead assent to the particular undertaking asserted. Westside, 6 Cal.App.5th at 325. Mutual assent turns on objective manifestations of agreement. Donovan v. RRL Corp., 26 Cal.4th 261, 270-271 (2001). Hannan's direction to request compensation and statement that the matter was being handled with Taban do not themselves expressly promise that Newmark will pay the requested 2%. (FAC Exs. 1-2.) Paragraph 75's allegations concerning waiver or prevention of Seller approval address a condition of performance; they do not independently supply assent to the underlying obligation.

Plaintiffs invoke trade custom and continued dealings to allege that undertaking. (FAC ¶¶ 64, 70-72.) A reasonable pleaded interpretation must be accepted on demurrer. Aragon-Haas, 231 Cal.App.3d at 239-240. Even assuming those allegations sufficiently plead Newmark's undertaking, they do not resolve the separate disruption defect. Paragraph 77 alleges that Newmark owed compensation directly, regardless of funding source. The alleged loss of a pricing-stage payment mechanism must therefore be connected to conduct inducing nonpayment or burdening that obligation. Neither the alleged contract nor a closing without payment, standing alone, supplies that connection. Paragraph 75 further alleges that Newmark controlled presentation of the compensation request and never presented it to the Seller. That allegation identifies Newmark's asserted omission; it does not, by itself, supply the missing connection between Defendants' conduct and Newmark's nonperformance.

The FAC does not adequately connect these Defendants' conduct to breach or disruption of the particular compensation obligation alleged. The Court should sustain the demurrer to the Third Cause of Action.

D. The Ratification Allegation Does Not Cure the Claims Against 660 Fig

Plaintiffs’ ratification allegation does not cure the defects in the First and Third Causes of Action. Paragraph 44 alleges that 660 Fig knowingly accepted and retained the benefits of Saadian’s conduct. Ratification attributes another person’s tort to the ratifying party; it does not create a separate tort or dispense with the underlying claim’s elements. LeBrun, 68 Cal.App.5th at 208–209. Attributing the alleged conduct to 660 Fig therefore does not resolve whether that conduct states an actionable interference claim.

For the reasons stated in Section IV.B, the FAC does not adequately plead independently wrongful conduct supporting the First Cause of Action. The Third Cause of Action separately fails to adequately plead Defendants’ interference with the alleged compensation obligation, as explained in Section IV.C. The allegation that 660 Fig knowingly accepted the benefits of Saadian’s conduct supplies neither missing element. The Court should therefore sustain the demurrer to both claims against 660 Fig.

V. CONCLUSION

For these reasons, Defendants respectfully request that the Court sustain the demurrer to the First and Third Causes of Action as to Bobby Saadian and 660 Fig LLC, and to the Second Cause of Action as to Bobby Saadian. Defendants request that leave to amend be denied to the extent Plaintiffs cannot identify facts curing the defects.

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

DECLARATION OF THIAGO M. COELHO

I, Thiago M. Coelho, declare:

1. I am an attorney licensed to practice in California and counsel for Defendants Bobby Saadian aka Bobby Babak Saadian and 660 Fig LLC in this action. I have personal knowledge of the matters stated in this declaration and could testify competently to them.

2. The deadline for Defendants to respond to the First Amended Complaint is October 9, 2026, based on personal service to Defendant Bobby Saadian on September 9, 2026. On September 14, 2026, my office contacted Plaintiff’s Counsel, Barak Lurie and Dane H. Taylor, and requested an extension to respond to the First Amended Complaint. On September 16, 2026, Plaintiff’s Counsel, Dane H. Taylor, responded and granted an extension until October 16, 2026. Therefore, this demurrer is filed timely under California Rules of Court, rule 3.110(d).

3. On October 5, 2026, I contacted Plaintiff’s Counsel, Barak Lurie and Dane H. Taylor, via email to arrange a conference concerning Defendants' proposed demurrer.

4. On October 6, 2026, at least five days before the response deadline, I conferred with Plaintiff’s Counsel, Barak Lurie and Dane H. Taylor, via Zoom Videoconference. We discussed the First and Third Causes of Action as to both Defendants and the Second Cause of Action as to Saadian.

5. I identified the alleged absence of a sufficient subscribed buyer-broker memorandum, the reliance rule in Phillippe, the independent-wrongfulness issue, the alleged Newmark agreement and interference with its performance, and the allegations concerning 660 Fig.

6. The parties did not reach an agreement resolving any of these objections or agreeing to any amendments to address them. Each of the issues identified in paragraph 5 remains unresolved.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Executed on October 16, 2026 at Los Angeles, California.

Pages 26 to 28 of the PDF are the proof of service and service list. They are omitted here because they carry only counsel service contact details and no substantive content. They remain in the PDF.