Opinion
B319615
06-11-2024
MICHAEL A. GONZALEZ, Cross-complainant and Appellant, v. GETHSEMANI CHURCH et al., Cross-defendants and Respondents.
Dickson & Dickson and Robert M. Dickson for Crosscomplainant and Appellant. Schorr Law, Zachary D. Schorr, and Carina Woo for Crossdefendants and Respondents.
NOT TO BE PUBLISHED
APPEAL from a judgment of the Superior Court of Los Angeles County No. 20STCV42732. Stephanie M. Bowick, Judge. Affirmed.
Dickson & Dickson and Robert M. Dickson for Crosscomplainant and Appellant.
Schorr Law, Zachary D. Schorr, and Carina Woo for Crossdefendants and Respondents.
VIRAMONTES, J.
Cross-complainant and Appellant Michael A. Gonzalez appeals from a judgment after the trial court sustained a demurrer filed by Cross-defendants and Respondents Gethsemani Church, Christian Pentecostal Foursquare Gospel, Inc., Frances Gonzalez, Miguel Gonzalez, and Carlos Gonzalez.Michael's cross-complaint alleges the Gonzalez Cross-defendants were never elected to the Church's executive board under the Church's bylaws, and have wrongfully asserted control over the Church and its property. Michael seeks various remedies, including a judicial determination of the election's validity or appointment of the Church's executive board, appointment of a receiver, constructive trust, declaratory relief, and an accounting. Michael also alleges the Gonzalez Cross-defendants have breached their fiduciary duty to the Church and converted Church property.
We refer to Gethsemani Church and Christian Pentecostal Foursquare Gospel, Inc., collectively as the "Church." Additionally, because several of the individual parties share a last name, we refer to them by their first names, intending no disrespect. When necessary, we refer to Frances, Miguel, and Carlos collectively as the Gonzalez Cross-defendants.
We conclude the trial court properly sustained the demurrer on standing grounds as Michael has no authority to bring an action for the Church and has not otherwise alleged any individualized harm. We also conclude the trial court did not abuse its discretion in denying leave to amend because Michael has not met his burden to show he can amend his pleading to state a cause of action under any legal theory. Accordingly, we affirm.
FACTUAL AND PROCEDURAL BACKGROUND
I. Factual allegations
The Church was formed and has been in continuous operation since 1936 and currently operates as a California nonprofit religious corporation. Michael is a pastor and member of the Church.
Michael attached a copy of the Church's bylaws to his crosscomplaint. The Church's bylaws require its executive board to be elected through a "Great Annual Assembly" to be "composed of the Executive Directors, Ordained Ministers, Licensed Ministers and Delegates of the Branch Churches." Each branch church has a "right to two delegates for every one hundred members or fraction of the church they represent." For every additional 25 members at a branch church, that branch will receive one additional delegate. "Each delegate will be accredited by letter extended by the Pastor and Secretary of the Church that he represents, which he will present to the secretary to receive his badge with which he will have the right to speak and vote in the Great [Annual] Assembly." "All the elections will be made by secret ballot. Discussion for the same matter no less than three times. The elected candidate will be the one who receives the majority of votes, and in his case of equal votes, it is up to the president of the assembly to give primacy."
The Church's current executive board is composed of Frances, the Church's President and Chief Executive Officer; Carlos, the Church's secretary; and Miguel, the Church's Chief Financial Officer. Michael alleges the current executive board members were not elected under the Church's bylaws. Rather, they were appointed by Frances, who in turn was appointed by the Church's previous president. Further, Michael alleges the Church's current executive board members hold positions that are not recognized by the bylaws, and have since sold Church property without the authority.
II. Procedural history
In November 2020, the Church sued Michael for trespass, declaratory relief, money had and received, conversion, and breach of fiduciary duty.
The allegations in the complaint stemmed from Michael's work as a volunteer pastor, claiming he failed to provide records or an accounting of tithes, personally kept the Church's rental income, as well as other disputes over the use of the Church's real property. The Church also sought a judicial declaration that Michael was no longer a Church pastor and that he stop holding himself out as one, that he relinquish his keys to and stop entering Church property, and that he stop interfering with the Church's contracts with third parties.
Michael cross-complained against the Church and the Gonzalez Cross-defendants as individuals. His cross-complaint alleged nine causes of action for: (1) judicial determination of validity of election or appointment under Corporations Code section 9418; (2) breach of fiduciary duty; (3) appointment of receiver under Code of Civil Procedure section 564, subdivision (b)(9); (4) violation of Corporations Code section 9412; (5) conversion; (6) constructive trust; (7) declaratory relief; (8) accounting; and (9) violation of Corporations Code section 9631. Each cause of action alleged it was being brought on behalf of Michael individually and on behalf of the Church.
The Church demurred, arguing, among other things, Michael failed to sufficiently allege a derivative action on behalf of the Church and had otherwise failed to allege any individualized harm. Michael opposed the demurrer, arguing he was not bringing a derivative action, rather, he was entitled to bring his causes of action as a Church member.
The trial court sustained the demurrer in its entirety without leave to amend. The trial court accepted Michael's argument that he was not bringing a derivative action and sustained the demurrer as to all causes of action to the extent Michael was asserting them on the Church's behalf. With respect to Michael's first and fourth causes of action, the trial court found Michael lacked standing under Corporations Code sections 9412 and 9418 because he failed to allege he was a member who had the right to vote for the executive board at the" 'Great Annual Assembly,'" which is composed of directors, ordained and licensed ministers, and delegates of branch churches. The trial court sustained the demurrer to the second cause of action for breach of fiduciary duty because Michael failed to allege any individualized harm. Similarly, the trial court sustained the demurrer to the third and sixth causes of action for appointment of receiver under Code of Civil Procedure section 564, subdivision (b)(9), and constructive trust respectively because Michael had not alleged that he was a member with voting power and failed to allege any individualized harm. The trial court sustained the fifth cause of action for conversion because Michael failed to allege any act of wrongful dominion over his individual property as opposed to the Church's. The trial court sustained the seventh cause of action for declaratory relief on the same standing grounds as the first and fourth causes of action. The trial court sustained the demurrer to the ninth cause of action for violating Corporations Code section 9631 because Michael failed to allege the Church sold all or substantially all of its assets.
The trial court denied leave to amend, finding there was no reasonable possibility the defects raised by the demurrer could be cured by amendment. The trial court explained that the Church's bylaws revealed Michael did not have a right to vote in the election of the executive board, and he could not otherwise allege any individualized harm.
Michael appealed.
DISCUSSION
On appeal, Michael argues he has standing to bring this action as a member of the Church despite disavowing any argument he is bringing a derivative suit for the Church and even though he is not alleging any individualized harm. We are not persuaded.
I. Standard of review
"On appeal from a judgment dismissing an action after sustaining a demurrer without leave to amend, the standard of review is well settled. The reviewing court gives the complaint a reasonable interpretation, and treats the demurrer as admitting all material facts properly pleaded. [Citations.] The court does not, however, assume the truth of contentions, deductions or conclusions of law. [Citation.] The judgment must be affirmed 'if any one of the several grounds of demurrer is well taken. [Citations.]' [Citation.] However, it is error for a trial court to sustain a demurrer when the plaintiff has stated a cause of action under any possible legal theory." (Aubry v. Tri-City Hospital Dist. (1992) 2 Cal.4th 962, 966-967.)" 'Where written documents are the foundation of an action and are attached to the complaint and incorporated therein by reference, they become a part of the complaint and may be considered on demurrer.'" (County of San Bernardino v. Superior Court (2022) 77 Cal.App.5th 1100, 1107.)
We construe corporate bylaws under the same rules we use to interpret statutes and contracts. (Singh v. Singh (2004) 114 Cal.App.4th 1264, 1294.) "[W]e must interpret a contract in a manner that is reasonable and does not lead to an absurd result." (Roden v. AmerisourceBergen Corp. (2010) 186 Cal.App.4th 620, 651.)
" 'If we see a reasonable possibility that the plaintiff could cure the defect by amendment, then we conclude that the trial court abused its discretion in denying leave to amend. If we determine otherwise, then we conclude it did not.' [Citation.]' "The burden of proving such reasonable possibility is squarely on the plaintiff." '" (Graham v. Bank of America, N.A. (2014) 226 Cal.App.4th 594, 618.) To satisfy this burden, a plaintiff must "stat[e] not only the legal basis for the amendment, but also the factual allegations to sufficiently state a cause of action." (Ibid.)
II. The trial court properly sustained the demurrer
A. First cause of action for a judicial determination of election validity
Michael's first cause of action requests a judge to determine the validity of the election or appointment of the Church's current executive board under Corporations Code section 9418.
Corporations Code section 9418, subdivision (a), provides: "Upon the filing of an action . . . by any director or member, or by any person who had the right to vote in the election at issue after such director, member, or person has exhausted any remedies provided in the articles or bylaws, the superior court of the proper county shall determine the validity of any election or appointment of any director of any corporation." This section allows a director or member of a nonprofit religious corporation to bring an action to determine the validity of a disputed election or appointment of a corporation's director. (See ibid.) The Corporations Code defines" '[m]ember'" as "any person who, pursuant to a specific provision of a corporation's articles or bylaws, has the right to vote for the election of a director or directors or on a disposition of all or substantially all of the assets of a corporation or on a merger or on a dissolution," or "any person who is designated in the articles or bylaws as a member and, pursuant to a specific provision of a corporation's articles or bylaws, has the right to vote on changes to the articles or bylaws." (Corp. Code, § 5056, subd. (a).) The right to vote, therefore, is a prerequisite to bringing an action for a judicial determination under Corporations Code section 9418. (See Sacramento Sikh Society Bradshaw Temple v. Tatla (2013) 219 Cal.App.4th 1224, 1235 (Sacramento Sikh Society) [former directors lacked standing to challenge an election under Corporations Code section 9418 because their voting status had lapsed].)
Michael alleges he has standing under Corporations Code section 9418 because he is a member of the Church under Article III of the Church's bylaws, which defines the Church's "membership requirements." Those requirements are "[a] complete Salvation" and "the fruits of repentance and the acceptance of [the Church's] Statement of Faith in its entirety." We find this allegation insufficient to confer standing to challenge an election or appointment of the Church's executive board under Corporations Code section 9418, subdivision (a). Our review of the bylaws reveal Michael is conflating his status as member of the Church, for example, either as a pastor or a congregant, with a member with voting power. The two are not equivalent as the Corporations Code expressly defines "member" as a person with the right to vote for the election of a director or directors. (Corp. Code, § 5056, subd. (a).)
Indeed, a civil court would have no authority to determine whether a person met the membership requirement Michael relies on here as it would require the resolution of" 'controversies over religious doctrine or practice,'" which is proscribed by the First and Fourteenth Amendments to the United States Constitution. (Vukovich v. Radulovich (1991) 235 Cal.App.3d 281, 291, citing Presbyterian Church v. Hull Church (1969) 393 U.S. 440, 449.)
Here, Michael has not alleged he is a Church member with the right to vote in the election or appointment at issue. Thus, he has not sufficiently alleged he has standing to request a determination of the validity of that election or appointment, which is required under Corporations Code section 9418. (See Sacramento Sikh Society, supra, 219 Cal.App.4th at p. 1235.)
Accordingly, the trial court properly sustained the demurrer to this cause of action.
B. Second cause of action for breach of fiduciary duty
Michael's second cause of action is for breach of fiduciary duty against the Gonzalez Cross-defendants.
"The elements of a claim for breach of fiduciary duty are (1) the existence of a fiduciary relationship, (2) its breach, and (3) damage proximately caused by that breach." (Mendoza v. Continental Sales Co. (2006) 140 Cal.App.4th 1395, 1405.)
Michael's second cause of action fails because he has not alleged a fiduciary relationship between himself and the Gonzalez Cross-defendants or any individualized harm. Rather, Michael alleges the Gonzalez Cross-defendants breached their fiduciary relationship to the Church and proximately caused damage to the Church by the breach. For example, Michael alleges the Gonzalez Cross-defendants breached their fiduciary duties by: "(i) abandoning their duties to the Church and failing to perform any of the functions associated with their fiduciary positions with the Church; (ii) withholding access to the Church's bank accounts and other financial assets; (iii) . . . us[ing] . . . Church funds to pay for personal expenses; (iv) repeatedly refusing to provide access to the Church's financial information for director and member inspection; (v) illegally selling Church property and taking the proceeds for their own benefit; (vi) illegally assuming the positions [of] directors and officers without authority." (Italics added.) Thus, because Michael's allegations solely pertain to the Gonzalez Cross-defendants' duties to the Church and Church property, he has not sufficiently alleged a fiduciary relationship between himself and the Gonzalez Crossdefendants or any individualized harm.
In addition, Respondents point to narrow circumstances when a member of a nonprofit corporation may bring an action in a dispute over the corporation's assets. Under Corporations Code section 9142, subdivision (c)(1) and (2), a member of a religious nonprofit corporation may bring a derivative action when the religious nonprofit corporation's assets were placed in trust by an express resolution of the corporate directors, or are expressly placed in trust in the corporate articles or bylaws. However, Michael has not alleged a breach of trust. Moreover, he has not alleged the executive board stated the Church's assets are held in trust, nor does he allege the Church's bylaws expressly state the Church's assets are held in trust, which they do not.
Accordingly, Michael has failed to state a cause of action for breach of fiduciary duty against the Gonzalez Cross-defendants.
C. Third cause of action for appointment of receiver under Code of Civil Procedure section 564, subdivision (b)(9)
Michael's third cause of action requests the appointment of a receiver under Code of Civil Procedure section 564, subdivision (b)(9), which provides: "A receiver may be appointed by the court in which an action or proceeding is pending, or by a judge of that court . . . [¶] . . . where necessary to preserve the property or rights of any party."
As an initial matter, we note "there is no such thing as an action brought for the mere appointment of a receiver." (In re Stein (1936) 14 Cal.App.2d 303, 305.) Rather, Code of Civil Procedure section 564 "prescribes when a receiver may be appointed but does not purport to create rights where there was no prior right of action but merely provides a remedy for the existing conditions." (In re Stein, at p. 305.)
However, even assuming an appointment of a receiver can be alleged as a cause of action, and assuming the truth of Michael's allegations, he has not sufficiently alleged conditions justifying an appointment here. An appointment of a receiver is only justified upon a satisfactory showing the remedy is necessary to preserve and protect the rights of the parties. (Whitley v. Bradley (1910) 13 Cal.App. 720, 725.) Thus, a party seeking the appointment must show "at least a probable right or interest in the property sought to be placed in receivership and that the property is in danger of destruction, removal or misappropriation." (Maggiora v. Palo Alto Inn, Inc. (1967) 249 Cal.App.2d 706, 710 (Maggiora).)
Like the allegations in support of Michael's second cause of action, Michael's third cause of action only pertains to the Church's property. For example, he alleges the Gonzalez Crossdefendants manage and control the Church's assets and unless the court appoints a receiver, "the Church will lose its assets through the continued, illegal, unconstitutional use, dissipation, and/or concealment of the Church's assets, to the detriment of the Church." Because Michael's allegations pertain only to the Church's property, and he has not alleged an individualized interest in the Church's property, he has not sufficiently alleged the conditions that would justify the appointment of a receiver here. (Maggiora, supra, 249 Cal.App.2d at p. 710.)
D. Fourth cause of action for violating Corporations Code section 9412
Michael's fourth cause of action alleges the Church and the Gonzalez Cross-defendants violated Corporations Code section 9412 in electing or appointing the Gonzalez Crossdefendants to the Church's executive board, and in selling the Church's property.
Corporations Code section 9412 defines a "quorum" in the context of a meeting of a nonprofit religious corporation's members when the corporation's bylaws or articles do not define that term for voting purposes. (See Corp. Code, § 9410.) However, the Church's bylaws define a quorum as two-thirds of the members of the "Great Annual Assembly." Thus, we fail to see how Corporations Code section 9412 applies here.
Michael alleges that the Gonzalez Cross-defendants followed neither the requirements of Corporations Code section 9412 nor the Church's bylaws in the election or appointment of the current executive board. As such, Michael argues he has a remedy under Corporations Code section 9414, subdivision (a), which provides: "If for any reason it is impractical or unduly difficult for any corporation to call or conduct a meeting of its members, delegates or directors, or otherwise obtain their consent, in the manner prescribed by its articles or bylaws, or this part, then the superior court of the proper county, upon petition of a director, officer, delegate, or member, may order that such a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances."
Assuming Michael is requesting relief under Corporations Code section 9414, he has not sufficiently alleged he has standing to do so. Like Michael's first cause of action under Corporations Code section 9418, Corporations Code section 9414 provides a remedy to members, who are defined as persons who have the right to vote (Corp. Code, § 5056, subd. (a)), which, as we have concluded above, Michael has not sufficiently alleged. Accordingly, we conclude the trial court properly sustained the demurrer as to this cause of action.
E. Fifth cause of action for conversion
Michael's fifth cause of action is for conversion. Michael alleges the Gonzalez Cross-defendants "converted the Church's funds to their own use" and "failed to return this property to the Church."
" 'Conversion is generally described as the wrongful exercise of dominion over the personal property of another. [Citation.] The basic elements of the tort are (1) the plaintiff's ownership or right to possession of personal property; (2) the defendant's disposition of the property in a manner that is inconsistent with the plaintiff's property rights; and (3) resulting damages.'" (Regent Alliance Ltd. v. Rabizadeh (2014) 231 Cal.App.4th 1177, 1181.)
Michael's allegations are again insufficient to state a cause of action for conversion because he has abandoned any derivative action on behalf of the Church, and has not alleged any individualized harm or a personal interest in the Church's property. Thus, the trial court properly sustained the demurrer to this cause of action.
F. Sixth cause of action for constructive trust
Michael's sixth cause of action seeks to impose a constructive trust. Michael alleges the Gonzalez Crossdefendants "have in their possession either property that rightfully belongs to the Church or proceeds from the sale of property that rightfully belongs to the Church." Further, the Gonzalez Cross-defendants "may have acquired property or proceeds from the unauthorized sale of property that rightfully belongs to the Church and/or disposed of or concealed the property or the proceeds of its sale."
" 'A constructive trust is an involuntary equitable trust created by operation of law as a remedy to compel the transfer of property from the person wrongfully holding it to the rightful owner. [Citations.] The essence of the theory of constructive trust is to prevent unjust enrichment and to prevent a person from taking advantage of his or her own wrongdoing.'" (American Master Lease LLC v. Idanta Partners, Ltd. (2014) 225 Cal.App.4th 1451, 1485.) "Imposition of '[a] constructive trust is an equitable remedy to compel the transfer of property by one who is not justly entitled to it to one who is.'" (Ibid.) "[A] constructive trust may only be imposed where the following three conditions are satisfied: (1) the existence of a res (property or some interest in property); (2) the right of a complaining party to that res; and (3) some wrongful acquisition or detention of the res by another party who is not entitled to it." (Communist Party v. 522 Valencia, Inc. (1995) 35 Cal.App.4th 980, 990 (Communist Party).)
Once again, Michael's allegations only pertain to the Church's property, and he has not alleged a viable theory allowing him to assert the Church's property interests or alleged any individual interest in the Church's property that would justify imposing a constructive trust. (Communist Party, supra, 35 Cal.App.4th at p. 990.)
Accordingly, the trial court properly sustained the demurrer to this cause of action.
G. Seventh cause of action for declaratory relief Michael's seventh cause of action is for declaratory relief. Michael seeks a declaration that: (1) the Gonzalez Crossdefendants are no longer members, directors, executives, or officers of the Church; (2) the Church's facilities were illegally and improperly sold by the Gonzalez Cross-defendants; and (3) a duly elected executive board should replace the current board.
"' "Any person . . . who desires a declaration of his rights or duties with respect to another . . . may, in cases of actual controversy relating to the legal rights and duties of the respective parties, bring an original action in the superior court ...." [Citation.] Thus, declaratory relief is appropriate only where there is an actual controversy, not simply an abstract or academic dispute. [Citations.] For purposes of declaratory relief, an "actual controversy" is one which" . . . 'admits of definitive and conclusive relief by judgment within the field of judicial administration, as distinguished from an advisory opinion upon a particular or hypothetical state of facts. The judgment must decree, not suggest, what the parties may or may not do.'" '" (Committee for Sound Water &Land Development v. City of Seaside (2022) 79 Cal.App.5th 389, 408.)
"In the context of a demurrer, the courts evaluate whether the factual allegations of a complaint for declaratory relief reveal that an actual, ripe controversy exists between the parties. [Citation.] A matter is not justiciable or appropriate for resolution through declaratory relief unless the proper criteria are present, that there is 'an actual controversy that is currently active,' and both standing and ripeness are appropriate criteria in making that determination.'" (Linda Vista Village San Diego Homeowners Assn., Inc. v. Tecolote Investors, LLC (2015) 234 Cal.App.4th 166, 181-182.) Standing requires "the existence of a cause of action in the plaintiff." (Sherwyn v. Department of Social Services (1985) 173 Cal.App.3d 52, 58.)
Michael's first and third requests for declaratory relief are essentially a rehash of his first cause of action, which disputes the authority of the Church's current executive board by challenging the validity of their election or appointment. However, as we have discussed above, Michael does not have standing to make this challenge because he is not a Church member with voting power under the Corporations Code or the Church's bylaws. Thus, we conclude Michael's seventh cause of action for declaratory relief fails to the extent it seeks the same remedy as his first cause of action. Likewise, Michael's remaining request for declaratory relief fails for the same reasons as Michael's second, third, fifth, and sixth causes of action in that he has not alleged any personal interest in the Church's property or individualized harm. Accordingly, we find the trial court properly sustained the demurrer to this cause of action.
H. Eighth cause of action for an accounting
Michael's eighth cause of action requests an accounting. Michael alleges the Church and Gonzalez Cross-defendants "are legally required and obligated to provide an accounting" to Michael "for all Church monies collected, spent and disbursed."
"An action for an accounting has two elements: (1) 'that a relationship exists between the plaintiff and defendant that requires an accounting' and (2) 'that some balance is due the plaintiff that can only be ascertained by an accounting.'" (Sass v. Cohen (2020) 10 Cal.5th 861, 869.)
Michael has not sufficiently pled the need for an accounting because he has not alleged any balance is due to him as an individual. Rather, he only seeks an accounting "for all Church monies collected, spent and disbursed." However, as we have repeatedly stated, Michael has abandoned any derivative action and has not sufficiently alleged any personal interest in the Church's property. Therefore, the trial court properly sustained the demurrer to this cause of action.
I. Ninth cause of action for violation of Corporations Code section 9631
Michael's ninth cause of action alleges a violation of Corporations Code section 9631.
Corporations Code section 9631, subdivision (a) provides in part, "a corporation may sell, lease, convey, exchange, transfer or otherwise dispose of all or substantially all of its assets when the principal terms are: [¶] (1) Approved by the board; and [¶] (2) Unless the transaction is in the usual and regular course of its activities, approved by the members . . . and by any other person or persons whose approval is required by the articles or bylaws either before or after approval by the board and before or after the transaction."" 'Approval by (or approval of) the members' means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present." (Corp. Code, § 5034.)
In support of his ninth cause of action, Michael alleges: "None of the provisions of Corporations Code section 9631 were followed. Substantially all the assets of the Church were sold, not in the normal course of Church business, by a board that had no authority."
Respondents argue Michael failed to state a cause of action under Corporations Code section 9631, subdivision (a), as he did not allege the Church disposed of "all or substantially all of its assets" as understood by the Corporations Code because Michael also alleged the Church still held substantial assets such that the appointment of a receiver may be necessary. We note the trial court sustained the demurrer on these grounds.
We find this ground for sustaining the demurrer unpersuasive. While Michael's pleading appears to allege the Church has both sold substantial assets as well as continues to hold substantial assets, Michael is permitted to plead in the alternative. (Panterra GP, Inc. v. Superior Court of Kern County (2022) 74 Cal.App.5th 697, 711, fn. 10.) Thus, we find Michael's conflicting allegations in his ninth cause of action were not reason to sustain the demurrer.
Nevertheless, we conclude the demurrer was still properly sustained because Michael failed to state a cause of action under Corporations Code section 9631. Michael's theory of relief is the Church's current executive board disposed of all or substantially all of the Church's assets without authority. Essentially, like Michael's other causes of action, he disputes the current executive board's authority under a theory that the board was not duly elected or appointed under the Church's bylaws. However, as we have discussed repeatedly above, Michael has not alleged a theory of standing allowing him to challenge that authority. Thus, since Respondents argued in their demurrer Michael lacked standing to pursue a cause of action under Corporations Code section 9631, we find the demurrer was still properly sustained as to this cause of action. (Association for Los Angeles Deputy Sheriffs v. County of Los Angeles (2019) 42 Cal.App.5th 918, 934 ["An order sustaining a demurrer without leave to amend may be affirmed on any ground stated in the demurrer, even if the trial court did not act on that ground"].)
III. The trial court did not abuse its discretion in denying leave to amend
We also conclude the trial court did not abuse its discretion when it denied Michael leave to amend. In this context, we must decide whether there is a reasonable possibility the defective pleading can be cured by amendment. (LeBrun v. CBS Television Studios, Inc. (2021) 68 Cal.App.5th 199, 207.) Michael bears the burden of showing how he can amend his pleading to state a cause of action. (Ibid.)
Here, Michael has not shown how he can amend his pleading to cure the fundamental defects in his various causes of action. Michael has abandoned any derivative claims he sought to assert on behalf of the Church. Further, he has failed to allege any individualized harm or theory of standing, allowing him to challenge the validity of the Church's current executive board or its actions. Because Michael has failed to show how he can otherwise amend his pleading to state a cause of action under any theory, the trial court did not abuse its discretion in denying him leave to amend.
DISPOSITION
The judgment is affirmed. Respondents shall recover their costs on appeal.
WE CONCUR: STRATTON, P. J. GRIMES, J.