Opinion
NOT TO BE PUBLISHED
APPEAL from a judgment of the Superior Court for Los Angeles County, No. BC410756, Michael Stern, Judge.
Law Offices of Douglas W. Beck & Associates and Douglas W. Beck for Plaintiff and Appellant.
Hurrell Cantrall, Thomas C. Hurrell, Jesus J. Torres, Melinda Cantrall and Blair Schlecter for Defendants and Respondents.
WILLHITE, ACTING P. J.
Plaintiff Tanya Jenkins appeals from judgments dismissing her claims against defendants St. Paul’s Presbyterian Church of Los Angeles, Presbytery of the Pacific, Ricky Porter, Andrea Bracken, Alfreda Thomas, Vanita Brittain, and Minnie McGriff, following the sustaining of demurrers to her first and second amended complaints. We conclude that Jenkins sufficiently alleged breach of implied covenant of good faith and fair dealing and wrongful eviction against St. Paul’s, and intentional interference with contract against St. Paul’s, Porter, Bracken, Thomas, and Brittain. Accordingly, we reverse the judgments as to those claims and parties, and affirm the judgment of dismissal as to the remaining claims and parties.
The trial court entered two judgments. The first resulted from the order sustaining the demurrers to the claims alleged in first amended complaint, which finally disposed of all causes of action against Porter, Bracken, Thomas, Brittain, and McGriff. The second judgment, in favor of St. Paul’s and Presbytery, resulted from the order sustaining without leave to amend the demurrers to the claims alleged in the second amended complaint.
BACKGROUND
A. The Original Complaint
On April 3, 2009, Jenkins filed a complaint against defendants, alleging causes of action for breach of contract, wrongful eviction, breach of implied covenant of good faith and fair dealing, interference with contractual relations, interference with prospective economic advantage, and intentional infliction of emotional distress. The complaint alleged that Jenkins is in the business of providing preschool, daycare, and early childhood development programs; that St. Paul’s and Presbytery are part of a hierarchical religious organization in which Presbytery exercises control, supervision, and oversight over St. Paul’s; and that, during the relevant time period, Porter was the pastor of St. Paul’s and the remaining individuals were members of the “session, ” which is the governing body of the St. Paul’s congregation. All of the claims arose from an alleged agreement between Jenkins and St. Paul’s for Jenkins to operate a preschool on property owned by St. Paul’s.
Jenkins alleged that she and St. Paul’s entered into an agreement in April 2005, in which Jenkins agreed to take over the operation of St. Paul’s existing preschool for a three-year term, to pay St. Paul’s $3,000 per month, and to employ all of St. Paul’s preschool employees and accept all of the existing preschool students without raising their fees for six months. Under the alleged agreement, St. Paul’s agreed to keep in place its license to operate the preschool and to allow Jenkins to operate the preschool under its license while she applied for her own license, and to keep in place the existing food subsidy programs until she could participate in them directly under her own license. She alleged that the agreement was partly in writing and partly oral; the written agreement was a lease of the premises, while the terms regarding the operation of the preschool were part of an oral agreement. She also alleged that both the written lease agreement and the oral terms were approved by the St. Paul’s session, and that Jenkins thereafter took possession of the preschool premises, hired all of the existing employees, and began operation of the preschool on May 2, 2005. Jenkins received a copy of the written lease agreement that did not have a handwritten signature for St. Paul’s; instead, St. Paul’s name was typewritten on the signature line.
Jenkins alleged that she began preparation of her application for a daycare center license “[p]romptly after taking over operation of the Preschool, ” but that completion of the application was delayed due to St. Paul’s conduct. She finally filed the application on July 31, 2006. Various issues arose between Jenkins and St. Paul’s. At one point, Jenkins alleged, Porter sent a letter to her stating that she did not have a lease with St. Paul’s. Sometime in 2006, the State levied a $500 fine against St. Paul’s because one of Jenkins’s employees did not have her fingerprints on file with the State. Jenkins alleged that she paid that fine, although she believed the fingerprints had been submitted to the State, but that the State sent another notice about the fine; she paid the fine again so as not to jeopardize St. Paul’s license. When the State sent yet another notice that St. Paul’s license would be revoked for nonpayment of the fine, Jenkins urged St. Paul’s to provide evidence to the State that the fine had been paid. She alleged, however, that St. Paul’s refused to do so and instead told her that St. Paul’s would terminate its agreement with her and close the preschool if she did not obtain her own license by April 15, 2007.
St. Paul’s license was terminated on March 28, 2007. On April 6, 2007, the Department of Social Services informed Jenkins that her license application was incomplete because the lease she submitted in support of her application was “invalid” because it was not signed by St. Paul’s. The Department told her that her application would be denied unless she submitted a signed lease by April 13, 2007. Jenkins alleged that she contacted Porter, Bracken, and Brittain to try to get a copy of the lease with a handwritten signature. She alleged, on information and belief, that on April 11, 2007, the St. Paul’s session authorized a hand-signed lease to be given to Jenkins, but that Porter, Bracken, Brittain, and Thomas then agreed not to give the lease to Jenkins so she would not be able to obtain her license and they would be able to close the preschool. On April 13, 2007, St. Paul’s posted and distributed flyers announcing that the preschool’s license had been terminated and that the preschool was now closed.
In the first cause of action for breach of contract, Jenkins alleged that “Defendants’ failure to prevent the revocation of St. Paul’s license for non-payment of a fine that had in fact been paid twice is a breach of the agreement to keep St. Paul’s Preschool license in place until [Jenkins] could obtain her own license and of the agreement to provide full support to [Jenkins’s] operation of the Preschool, ” and that as a result of that breach, the preschool was closed. The wrongful eviction cause of action simply alleged that “Defendants” evicted Jenkins from the premises, and that the eviction was wrongful, without cause, and in violation of her rights to peaceable possession of the premises. The breach of covenant of good faith and fair dealing cause of action alleged that “Defendants’ conduct was a breach of the implied covenant” that caused her to suffer a loss of revenues. In the interference with contractual relations cause of action, Jenkins alleged that she had contractual relations with parents of children who attended the preschool, and that Porter, Bracken, Brittain, and Thomas intentionally interfered with those contractual relations by failing to take action to prevent the revocation of St. Paul’s license, preventing Jenkins from obtaining her own license, and immediately notifying parents that the preschool was closed. The interference with prospective economic advantage cause of action was similar to the previous cause of action, but instead of alleging contractual relations, it alleged that Jenkins enjoyed relations with parents of children who attended the preschool, as well as other parents in the community, that held the prospect of future economic advantage to Jenkins. Jenkins also alleged that the interference by Porter, Bracken, Brittain, and Thomas was wrongful because it caused a breach of the agreements between Jenkins and St. Paul’s and was intended to cause Jenkins harm and destroy her preschool business. Finally, Jenkins alleged in the intentional infliction of emotional distress cause of action that “Defendants’ conduct was extreme and outrageous and was intended to, and did in fact, cause [Jenkins] to suffer sever[e] emotional distress.”
Defendants filed a demurrer to each cause of action. With regard to the breach of contract and breach of covenant of good faith and fair dealing claims, defendants argued that, to the extent the alleged contract was oral, both claims were barred by the statute of limitations and the statute of frauds, and to the extent the alleged contract was written, the claim was not properly pleaded. With regard to the interference claims, defendants argued that Jenkins failed to allege all of the elements necessary for each claim, and that both were barred by the statute of limitations. Defendants also challenged the wrongful eviction claim on the ground that it was uncertain, and contended that the intentional infliction of emotional distress claim failed because Jenkins did not plead facts demonstrating the nature, extent, or duration of her alleged emotional distress, and because emotional distress damages are not recoverable based on contractual claims.
Rather than oppose the demurrer, Jenkins filed a first amended complaint.
B. The First Amended Complaint
The first amended complaint retained virtually all of the factual allegations from the original complaint, with some modifications and additions. Rather than alleging an agreement that was partly in writing and partly oral, the first amended complaint alleged that the agreement between Jenkins and St. Paul’s was “incorporated into a written agreement” using a California Association of Realtors form commercial lease agreement, and that the obligations concerning Jenkins’s takeover of the preschool were implied in the written provision that the “Premises are for the sole use as Toddler & Preschooler Learning Center.”
There were more significant changes in the allegations of the causes of action. In the breach of contract cause of action, Jenkins alleged that defendants breached the implied terms of the lease by failing to provide her with a hand-signed copy of the lease, which prevented her from obtaining her own license to operate the preschool. That same conduct -- refusing to provide a hand-signed copy of the lease, thereby preventing Jenkins from obtaining a license -- and defendants’ communicating to parents of the children who attended the preschool that the preschool was closed were alleged to constitute a constructive eviction of Jenkins because it prevented her from using the premises as a preschool, which was the only purpose allowed under the lease. There were no changes to the breach of covenant of good faith and fair dealing cause of action -- it simply alleged that “Defendants’ conduct was a breach of the implied covenant of good faith and fair dealing” that caused damage to Jenkins -- and only slight changes were made to the interference causes of action. In both interference causes of action, Jenkins added allegations that defendants knew of Jenkins’s contractual relations with the students’ parents and her prospective economic advantage from her operation of the preschool, and that the intentional interference by Porter, Bracken, Brittain, and Thomas was wrongful because it breached their duties to St. Paul’s and was intended to cause harm to Jenkins and destroy her preschool business. The first amended complaint did not include a cause of action for intentional infliction of emotional distress.
Defendants filed a demurrer to each cause of action except wrongful eviction. Defendants argued that they had challenged the original complaint on statute of limitations and statute of fraud grounds, and that the first amended complaint was a “sham” pleading designed to avoid those defenses. The trial court sustained the demurrers without leave to amend as to the individual defendants on the ground that none of the individuals was a signatory to any contract “and, therefore, none of them can be part of any interference, ” and on statute of limitations grounds. The court also sustained without leave to amend the demurrers to the interference claims against St. Paul’s and Presbytery on statute of limitations grounds. The court sustained the demurrers to the breach of contract and breach of covenant claims against St. Paul’s and Presbytery, but granted leave to amend to allow Jenkins to attach the written agreement, so the court could determine whether the amended complaint was a “sham” pleading.
C. The Second Amended Complaint
Jenkins filed a second amended complaint, which attached a copy of the written lease, as well as a copy of the March 28, 2007 letter sent by the Department of Social Services to St. Paul’s (marked “RECEIVED APR 4 2007”), notifying St. Paul’s that its license to operate a Child Care Center was forfeited on March 28, 2007 for failure to pay licensing fees under Health and Safety Code section 1596.803, subdivision (e). The factual allegations of the second amended complaint were identical to the factual allegations of the first amended complaint, except that the second amended complaint alleged that St. Paul’s received notice on April 4, 2007 that its license was terminated. The causes of action for breach of contract, wrongful eviction, and breach of covenant of good faith and fair dealing also were identical to those causes of action alleged in the first amended complaint (although the only defendants were St. Paul’s and Presbytery). However, the second amended complaint added a fourth cause of action, for breach of oral contract. In that cause of action, Jenkins alleged that, if the agreements concerning her operation of the preschool were not implied terms of the written lease agreement, they were oral agreements collateral to the written lease, which defendants breached beginning April 4, 2007, by failing to take any action to correct the erroneous termination of St. Paul’s license, and by refusing to give Jenkins a hand-signed copy of the lease or to take any action to advise the Department of Social Services that Jenkins had a valid lease.
Health and Safety Code section 1596.803, subdivision (e) states: “The failure of an applicant for licensure or a licensee to pay all applicable and accrued fees and civil penalties shall constitute grounds for denial or forfeiture of a license.”
St Paul’s and Presbytery filed demurrers to each cause of action. They argued that all of the claims against Presbytery failed because Presbytery was not a party to the alleged written contract. They also argued that all of the claims against both defendants were barred because the lease St. Paul’s provided to Jenkins was a legally valid lease (and therefore defendants did not prevent Jenkins from obtaining her license), and because the allegations of the complaint established that Jenkins’s own conduct -- her failure to have the fingerprints of one of her employees on file with the state -- caused the termination of St. Paul’s license, which resulted in closure of the preschool. The trial court sustained the demurrers without leave to amend and entered judgments in favor of all defendants. Jenkins timely filed a notice of appeal from the judgments.
DISCUSSION
Jenkins contends that the second amended complaint adequately alleged causes of action for breach of written contract, breach of the covenant of good faith and fair dealing, wrongful eviction, and breach of oral contract; that the first amended complaint adequately alleged causes of action for intentional interference with contract and intentional interference with prospective economic advantage; and that she adequately alleged causes of action against Presbytery. We will address each of the causes of action in turn, but we begin our analysis with her assertion that she adequately alleged causes of action against Presbytery.
A. Claims Against Presbytery
Jenkins contends the trial court erred by sustaining the claims alleged against Presbytery, arguing that her allegation that “Presbytery is liable for all of the wrongful acts of St. Paul’s... on account of Presbytery’s control, supervision and oversight of St. Paul’s and its ratification of the acts alleged herein” was sufficient to state causes of action in tort and contract against Presbytery. We disagree.
The only allegations in any of the complaints that relate to Presbytery are the allegation quoted above and a few allegations regarding the hierarchy of the Presbyterian Church. There are no allegations describing any conduct by Presbytery (including any purported “ratification”), and no factual allegations showing that Presbytery exercised any control or supervision over St. Paul’s. The allegation that Presbytery is liable due to its purported “control, supervision and oversight” of St. Paul’s is nothing more than a legal conclusion unsupported by any alleged facts. As such, the trial court properly disregarded it in ruling on the demurrers and concluding that the second amended complaint failed to state any cause of action against Presbytery. (Amid v. Hawthorne Community Medical Group, Inc. (1989) 212 Cal.App.3d 1383, 1387 [“‘While a demurrer admits all material and issuable facts, properly pleaded, it does not admit contentions, deductions or conclusions of law’”].)
B. Breach of Written Contract/Breach of Implied Covenant of Good Faith and Fair Dealing
Jenkins contends the trial court erred by sustaining the demurrer to the breach of written contract cause of action because the complaint adequately alleged a contract between Jenkins and St. Paul’s (the written lease with certain implied terms), her performance under the contract, breach by St. Paul’s (St. Paul’s failure to provide Jenkins with a hand-signed copy of the lease), and damages caused by the breach (Jenkins was unable to obtain her license due to the alleged breach, which resulted in closure of the preschool). St. Paul’s argues, among other things, that Jenkins failed to allege a breach of contract because the written contract did not include any express term that required St. Paul’s to deliver a hand-signed lease to Jenkins, and the conditions necessary for the court to find the alleged implied terms were not met.
St. Paul’s is correct that the written lease did not include an express term requiring St. Paul’s to provide a hand-signed copy of the lease to Jenkins, but the second amended complaint did not allege that St. Paul’s breached such an express term. Instead, the complaint alleged that St. Paul’s breached certain implied terms, which were specified in paragraph 11 of the second amended complaint: “the obligation of St. Paul’s to keep its existing license for the premises in place until [Jenkins] could obtain a new license for the premises in her own name, to assist [Jenkins] in her efforts to obtain a new license, and to give the Preschool its full support.” St. Paul’s is correct that the conditions necessary to imply those terms were not met here.
“A contract must be interpreted to give effect to the mutual, expressed intention of the parties. Where the parties have reduced their agreement to writing, their mutual intention is to be determined, whenever possible, from the language of the writing alone.” (Ben-Zvi v. Edmar Co. (1995) 40 Cal.App.4th 468, 473.) “It is widely recognized that the courts are not at liberty to revise an agreement under the guise of construing it. Neither abstract justice nor the rule of liberal interpretation justifies the creation of a contract for the parties which they did not make themselves.” (Hinckley v. Bechtel Corp. (1974) 41 Cal.App.3d 206, 211.) Only under limited circumstances may a court find that a contract includes an implied term. “‘To effectuate the intent of the parties, implied covenants will be found if after examining the contract as a whole it is so obvious that the parties had no reason to state the covenant, the implication arises from the language of the agreement, and there is a legal necessity.’ [Citation.]” (Ben-Zvi v. Edmar Co., supra, 40 Cal.App.4th at p. 473.)
In this case, the written contract was a form commercial lease agreement. Although the lease does provide that the premises are for the sole use as a toddler and preschooler learning center, there is nothing in the language of the lease or its attachment to suggest that the agreement was anything more than a typical commercial lease, or that the landlord -- St. Paul’s -- agreed to provide anything beyond the services typically provided by a commercial landlord. At most, an argument could be made that, because a license is required to operate a preschool, the parties assumed that Jenkins would be allowed to operate the preschool under St. Paul’s license for at least some period of time. But there is no indication in the language of the lease that the parties intended that St. Paul’s would have any affirmative obligations beyond those set forth in the lease. Therefore, to the extent Jenkins’s breach of written contract claim is based upon her allegation that specific terms were implied terms of the lease, her claim fails.
This does not mean, however, that Jenkins’s claim for breach of the implied covenant of good faith and fair dealing -- which is implied by law in every contract (Durell v. Sharp Healthcare (2010) 183 Cal.App.4th 1350, 1369) -- necessarily fails. The covenant is read into contracts “‘as a supplement to the express contractual covenants, to prevent a contracting party from engaging in conduct which (while not technically transgressing the express covenants) frustrates the other party’s rights to the benefits of the contract.’” (Racine & Laramie, Ltd. v. Department of Parks & Recreation (1992) 11 Cal.App.4th 1026, 1031-1032 (Racine & Laramie).) Jenkins argues that St. Paul’s acted to frustrate her right to the benefits of the lease by refusing to provide her with a hand-signed copy of the lease, which the Department of Social Services required as a condition for her to obtain the license necessary to operate the preschool -- the only use permitted on the leased premises.
St. Paul’s argues that Jenkins’s claim fails because (1) the implied covenant cannot impose obligations beyond those expressed in the contract (relying upon Guz v. Bechtel National, Inc. (2000) 24 Cal.4th 317, 349-350 (Guz) and Racine & Laramie, supra, 11 Cal.App.4th at pp. 1031-1032); (2) Jenkins’s breach of the implied covenant claim is based on the same grounds as her breach of contract action, which was properly dismissed on demurrer (citing Durell v. Sharp Healthcare, supra, 183 Cal.App.4th at p. 1369); and (3) the claim is barred by the two-year statute of limitations applicable to oral contracts. We disagree.
There is no doubt that the implied covenant of good faith and fair dealing “cannot impose substantive duties or limits on the contracting parties beyond those incorporated in the specific terms of their agreement.” (Guz, supra, 24 Cal.4th at pp. 349-350.) But Jenkins’s claim did not allege that St. Paul’s breached a substantive obligation that was not contemplated by the lease. Instead, it alleged that St. Paul’s breached the covenant by refusing to perform a ministerial task -- providing a hand-signed lease to replace the lease with a typewritten signature. Jenkins alleged in her complaint that St. Paul’s knew that the Department of Social Services refused to accept the lease with a typewritten signature, and that the Department would not issue her the license she needed to operate the preschool without a hand-signed lease. She alleged, in essence, that St. Paul’s unfairly frustrated Jenkins’s right to receive the benefits of the lease by refusing to perform the ministerial task of providing her with a copy of the lease in a form the Department of Social Services would accept. Because Jenkins’s breach of implied covenant claim did not seek to impose a substantive duty beyond those duties incorporated in the terms of the lease, it is not barred under Guz, as St. Paul’s asserts.
The contention by St. Paul’s that the lease it provided Jenkins had a valid signature and therefore it had no obligation to provide a hand-signed lease misses the point. It is irrelevant for purposes of the demurrer that a typewritten signature may be a valid signature if it is intended by the signing party to authenticate the writing. (See Donovan v. RRL Corp. (2001) 26 Cal.4th 261, 277 [noting that a typewritten name has been held to satisfy the statute of frauds when it is intended to authenticate a writing].) The question is not whether St. Paul’s provided a valid lease to Jenkins, it is whether St. Paul’s may refuse to provide a copy of the lease in a form that the licensing agency requires when the lease limits the use of the premises to operation of a preschool that cannot operate without a license.
The remaining arguments asserted by St. Paul’s with regard to the breach of implied covenant claim fail because they are based upon misinterpretations of the complaint’s allegations. Contrary to St. Paul’s second argument, Jenkins’s breach of implied covenant claim was not based upon the same grounds as her breach of written contract claim. The breach of contract claim alleged that the refusal of St. Paul’s to give her a hand-signed copy of the lease breached specific implied terms of the lease. The demurrer to that claim was properly sustained because the conditions necessary to imply the terms specified in the second amended complaint were not met. The breach of implied covenant claim, however, alleged that St. Paul’s refusal breached the covenant of good faith and fair dealing that is implied in every contract. Therefore, the grounds for affirming the dismissal of the breach of contract claim do not apply to the breach of implied covenant claim. Finally, St. Paul’s third argument -- that the breach of implied covenant claim was barred by the two-year statute of limitations applicable to oral contracts -- fails because the second amended complaint alleged a breach of the covenant of good faith and fair dealing implied in the written lease, to which a four-year statute of limitations applies. (Krieger v. Nick Alexander Imports, Inc. (1991) 234 Cal.App.3d 205, 220-221; Code Civ. Proc., § 337, subd. (1).)
In short, we find the trial court properly dismissed the breach of written contract cause of action, but it erred by dismissing the breach of implied covenant of good faith and fair dealing cause of action against St. Paul’s.
C. Wrongful Eviction
A constructive eviction occurs when “the landlord engages in acts that render the premises unfit for occupancy for the purpose for which it was leased, or deprive the tenant of the beneficial enjoyment of the premises.” (Cunningham v. Universal Underwriters (2002) 98 Cal.App.4th 1141, 1152.) Jenkins contends she adequately alleged a constructive eviction: she alleged that, because St. Paul’s refused to provide a hand-signed copy of the lease, she was not able to obtain a license to operate the preschool, and without a license the premises were not suitable for the sole purpose allowed under the lease. St. Paul’s argues that a wrongful eviction claim requires allegations of substantial interference by the landlord, such as the lack of basic maintenance or repairs, and therefore Jenkins’s claim fails. (Citing Green v. Superior Court (1974) 10 Cal.3d 616, 625, fn. 10; Stoiber v. Honeychuck (1980) 101 Cal.App.3d 903, 925.)
While it is true that wrongful eviction claims often arise under circumstances in which the landlord fails to provide basic maintenance or repairs, courts have not limited claims to those circumstances. Instead, courts have found that “‘[a]ny disturbance of a tenant’s possession by a landlord or by someone acting under his authority, whereby the premises are rendered unfit for occupancy for the purpose for which they are demised, or the tenant is deprived of the beneficial enjoyment of the premises, amounts to a constructive eviction.’” (Sierad v. Lilly (1962) 204 Cal.App.2d 770, 773.)
Sierad v. Lilly is instructive. In that case, defendant owned property with 178 or more feet of frontage on a major street. A service station, a motel, and a liquor store occupied the property; there were driveways and a parking area on the property as well. Plaintiff’s predecessor entered into a lease for the liquor store. The lease described only the store building; it made no provision for parking space. During the first 14 months of the lease, plaintiff’s customers used all of the parking spaces in front of the store and the motel office, and delivery trucks and customers used the driveway adjacent to the motel office. Defendant then sold the motel, without reserving the spaces in front of the motel office or the driveway for use by plaintiff’s customers and suppliers. The new owner of the motel would not allow plaintiff’s customers or suppliers to use the parking spaces or driveway, which caused plaintiff to lose customers; plaintiff eventually surrendered possession to defendant, terminated the lease, and sought damages from defendant for constructive eviction. (204 Cal.App.2d at pp. 771-773.) The trial court awarded plaintiff damages, and the appellate court affirmed. The appellate court found that, even though the lease was silent on the issue of ingress and egress and of parking space, there was no question that ingress and egress and parking space were necessary for operation of the business on the premises. (Id. at p. 773.) The court found that defendant’s selling of the motel without reservation of parking space for plaintiff’s business substantially interfered with plaintiff’s beneficial enjoyment of the premises and amounted to a constructive eviction. (Id. at pp. 774-775.)
Here, Jenkins alleged that St. Paul’s refused to provide her with a copy of the lease in a form that was acceptable to the Department of Social Services, knowing that without such a copy, Jenkins would not be able to obtain the license she needed to operate a preschool on the leased premises. In other words, she alleged that, due to the conduct of St. Paul’s, Jenkins was “‘deprived of the beneficial enjoyment of the premises, [which] amounts to a constructive eviction.’” (Sierad v. Lilly, supra, 204 Cal.App.2d at p. 773; Cunningham v. Universal Underwriters, supra, 98 Cal.App.4th at p. 1152.) The trial court erred by dismissing the wrongful eviction cause of action against St. Paul’s.
D. Breach of Oral Contract
As noted above, the original complaint alleged that the agreement between St. Paul’s and Jenkins was partly written and partly oral. After defendants filed a demurrer to the breach of contract claim on statute of limitations grounds to the extent it was based on an oral contract, Jenkins amended her complaint to omit allegations that the agreement was partly oral, and instead alleged that certain terms were implied in the written lease. In her second amended complaint, she added a breach of oral contract claim, alleged in the alternative. She alleged that if the agreements regarding operation of the preschool -- i.e., that St. Paul’s would keep its license and existing food programs in place and allow Jenkins to operate under that license until Jenkins obtained own license -- were found not to be implied in the written lease, then those agreements were oral agreements collateral to the written lease. In an attempt to avoid the two-year statute of limitations (the original complaint was filed on April 3, 2009), she alleged that St. Paul’s breached the oral agreements, beginning April 4, 2007, when it received notification that its license had been terminated (on March 28, 2007), by failing to take any action to correct the allegedly erroneous termination, refusing to give Jenkins a hand-signed copy of the lease or take any other action to advise the Department of Social Services that the lease was valid, and notifying the parents of children in the preschool that the preschool was closed.
The second amended complaint actually alleged in the cause of action that the license was terminated on March 28, 2009. Clearly, there was a typographical error, since it alleges that the notice of termination was sent in 2007, and it previously alleged that the license was terminated on March 28, 2007. The notice, which was attached as an exhibit to the second amended complaint, states that the license was forfeited on “03-28-2007.”
Jenkins’s attempt to avoid the statute of limitations fails because the conduct she alleged as constituting the breach does not constitute a breach of the oral agreement she alleged. The terms of the alleged oral agreement required St. Paul’s to keep its license and food program in place until Jenkins obtained her own license. Breach of that alleged agreement occurred when St. Paul’s ended its food program (which the complaint alleges took place “[s]hortly after [Jenkins] began operation of the Preschool” on May 2, 2005) and when St. Paul’s license was terminated on March 28, 2007 -- more than two years before the original complaint was filed. The fact that St. Paul’s allegedly did not receive notice of the termination of its license until April 4, 2007, and did nothing to challenge the termination, does not affect the date of the alleged breach or the running of the statute of limitations. Therefore, the breach of oral contract cause of action was properly dismissed because it was barred by the statute of limitations. (Code Civ. Proc., § 339.)
E. Intentional Interference With Contract and Intentional Interference With Prospective Economic Advantage
Jenkins contends the allegations of the first amended complaint were sufficient to state causes of action against all of the defendants for intentional interference with contract and intentional interference with prospective economic advantage, and therefore the trial court erred by sustaining the demurrers to those claims. We agree that Jenkins adequately alleged claims for intentional interference with contract against St. Paul’s, Porter, Bracken, Brittain, and Thomas, but find the trial court properly sustained the demurrers as to the intentional interference with prospective economic advantage as to them, and as to both intentional interference claims against McGriff.
A plaintiff asserting claims for intentional interference with contract or prospective economic advantage must allege: (1) the existence of a valid contract, or economic relationship with the probability of future economic benefit to the plaintiff, between the plaintiff and a third party; (2) the defendant’s knowledge of that contract or relationship; (3) the defendant’s intentional acts designed to induce a breach or disruption of the contractual or economic relationship; (4) actual breach or disruption of the contractual economic relationship; and (5) resulting damage. (Reeves v. Hanlon (2004) 33 Cal.4th 1140, 1148; Korea Supply Co. v. Lockheed Martin Corp. (2003) 29 Cal.4th 1134, 1153, 1158 (Korea Supply).) In addition to these elements, “a plaintiff seeking to recover damages for interference with prospective economic advantage [but not interference with contract] must plead and prove as part of its case-in-chief that the defendant’s conduct was ‘wrongful by some legal measure other than the fact of interference itself.’” (Korea Supply, supra, 29 Cal.4th at p. 1153.)
In the first amended complaint, Jenkins alleged (1) she had advantageous contractual relations with parents of children who attended the preschool and advantageous relations with those parents and other parents in the community that held the prospect of future economic advantage to her; (2) that “Defendants” were aware of those relations; (3) that Porter, Bracken, Brittain, and Thomas intentionally interfered with those relations by failing to take any action to prevent the revocation of St. Paul’s license, preventing Jenkins from obtaining her own license, and immediately notifying parents that the preschool was closed (and that St. Paul’s authorized and ratified that wrongful conduct); (4) that their conduct was intended to cause her harm and destroy her preschool business; and (5) that she suffered damages as a result of the conduct. Finally, she alleged that “Defendants’” conduct was wrongful “because it breached their duties to St. Paul’s.”
In the general factual allegations, Jenkins alleged, on information and belief, that the St. Paul’s session had authorized and directed that a hand-signed copy of the lease be given to her, but that the individuals agreed among themselves not to comply.
We conclude that these allegations are sufficient to meet the five elements necessary to allege intentional interference with contract, at least with respect to St. Paul’s and the four individuals who were named in the causes of action. Therefore, we find the trial court improperly sustained the demurrer to that cause of action as to St. Paul’s, Porter, Bracken, Brittain, and Thomas.
Because the first amended complaint did not allege that McGriff engaged in any conduct, the trial court properly dismissed the interference with contract claim against her.
But Jenkins’s conclusory allegation that the conduct breached some unnamed “duties” owed to St. Paul’s is insufficient to satisfy the additional requirement for intentional interference with prospective economic advantage, that the defendants “engaged in an act that is wrongful apart from the interference itself.” (Korea Supply, supra, 29 Cal.4th at p. 1154.) As the Supreme Court explained, “[a]n act is not independently wrongful merely because defendant acted with an improper motive.” (Id. at p. 1158.) Rather, “an act is independently wrongful if it is unlawful, that is, if it is proscribed by some constitutional, statutory, regulatory, common law, or other determinable legal standard.” (Id. at p. 1159.)
Jenkins argues on appeal that the conduct of Porter, Bracken, Brittain, and Thomas violated the instructions of St. Paul’s session, and therefore was independently wrongful under the law of agency because an agent is liable to his principal for violating the principal’s instructions. (Citing D’Acquisto v. Evola (1949) 90 Cal.App.2d 210, 214.) Jenkins’s reliance on D’Acquisto is misplaced. In that case, the court observed that if plaintiffs, as agents, contracted with the defendants, as principals, to buy something for them, and did not do so, the agents would be liable to the principals for breach of contract. (Ibid.) There is no allegation of any similar circumstance in the present case. Indeed, the first amended complaint does not allege what duties the individuals owed to St. Paul’s that might have been breached by their conduct. Therefore, the trial court properly sustained the demurrer to the intentional interference with prospective economic advantage claim as to all defendants.
DISPOSITION
The judgment on the order sustaining defendants’ demurrers to the first amended complaint is reversed to the extent it dismisses the intentional interference with contract cause of action against St. Paul’s, Porter, Bracken, Brittain, and Thomas. The judgment on the order sustaining defendants’ demurrers to the second amended complaint is reversed to the extent it dismisses the breach of implied covenant of good faith and fair dealing and wrongful eviction causes of action against St. Paul’s. In all other respects, the judgments are affirmed. The parties shall bear their own costs on appeal.
We concur: MANELLA, J., SUZUKAWA, J.