Tracie West v. City of Santa Barbara
Tracie West v. City of Santa Barbara
Case Number
25CV00695
Case Type
Hearing Date / Time
Wed, 01/28/2026 - 10:00
Nature of Proceedings
City of Santa Barbara’s Demurrer to Plaintiff’s Third Amended Complaint
Tentative Ruling
For Plaintiff Tracie West dba Friends by the Sea: Gary M. Bright, Michael B. Damen, Bright & Powell
For Defendant City of Santa Barbara: John S. Doimas, City Attorney, Delaney R. Satz, Assistant City Attorney
RULING
The demurrer of the City of Santa Barbara to each cause of action of Plaintiff’s third amended complaint is sustained as follows:
- The demurrer is sustained without leave to amend as to the sixth cause of action for violation of Business & Professions Code section 17200 and the seventh cause of action for violation of Business & Professions Code section 17500.
- The demurrer is sustained with leave to amend as to the first, second, third, fourth, fifth, and eighth causes of action.
- Plaintiff shall file her Fourth Amended Complaint, if any, no later than February 11, 2026.
- Plaintiff shall not add any additional causes of action to the Fourth Amended Complaint without following the proper procedure to do so.
Background
This action commenced on January 31, 2025, when Plaintiff Tracie West dba Friends by the Sea filed her Complaint for breach of contract, fraud, and negligence against City of Santa Barbara (the “City”). On March 26, 2025, the City demurred to the original complaint.
Prior to the hearing on the demurrer, Plaintiff filed her first amended complaint (FAC) on April 11, 2025, asserting causes of action for: (1) violation of Business & Professions Code section 17200, and (2) violation of Business & Professions Code section 17500. On May 15, 2025, the City demurred to the FAC.
On July 16, 2025, the demurrer to the FAC was sustained with leave to amend.
On August 11, 2025, Plaintiff filed her second amended complaint (SAC) for violation of Business & Professions Code section 17500. On August 25, 2025, the City demurred to the SAC.
On October 22, 2025, prior to the hearing on the demurrer, Plaintiff filed an ex parte application for leave to file a third amended complaint (TAC). On October 23, 2025, the ex parte application was granted, and on October 30, 2025, Plaintiff filed her TAC for: (1) breach of Implied Contract, (2) promissory estoppel, (3) unjust enrichment, (4) imposition of constructive trust, (5) common counts, (6) violation of Business & Professions Code section 17200, (7) violation of Business & Professions Code section 17500, and (8) declaratory relief.
The TAC contains the following “common allegations”:
“This case arises from certain actions by Defendant CITY engaging in the proprietary function of commercial leasing, accepting rent, and making representations about property use, as opposed to strictly governmental functions (such as collecting taxes). Courts distinguish between governmental functions (which may be immune) and proprietary functions (which are not) in connection with certain causes of action such as the Unfair Competition Law and the False Advertising Law.” (TAC, ¶ 7.)
“In June 2023, Plaintiff approached CITY representatives about leasing a 1,512 square foot building known as the “ ‘Kiwanis Building’ ” (the “ ‘Facility’ ”) at 130 East Cota Street, Santa Barbara, California 93101, along with approximately 5,685 square feet of outdoor yard space associated with the Facility (collectively referred to herein as the “ ‘Premises’ ”).” (TAC, ¶ 9.)
“Plaintiff explained to CITY representatives that she planned to use the Premise[s] as a child daycare facility. Plaintiff was approved for the location and sent a one-year lease for the Premises by Jazmin LeBlanc, the CITY’s Assistant Parks and Recreation Director, on June 29, 2023.” (TAC, ¶ 10 & Exh. A.)
“On July 25, 2023, Jazmin LeBlanc, the CITY’s Assistant Parks and Recreation Director, sent Plaintiff an email with the following Subject line in bold: “ ‘Council approved lease this afternoon.’ ” In the message portion of the email . . . the CITY’s Assistant Parks and Recreation Director informed Plaintiff that “ ‘Council approved
the lease today so we are almost to the finish line! Will you keep bothering your insurance person to get that final document so we can get everything squared away?’ ” (TAC, ¶ 11 & Exh. B.)
“Plaintiff obtained the insurance document as requested and on July 28, 2023, Jazmin LeBlanc, the CITY’s Assistant Parks and Recreation Director, informed Plaintiff via email that she could pay her rent by leaving a check in the “ ‘drop box at City Hall’ ”, could get the “ ‘keys on Saturday [July 29, 2023]’ ” but could “ ‘start getting set up in the building’ ” on “ ‘Tuesday, August 1st’ ”.” (TAC, ¶ 12 & Exh. C.)
“Plaintiff initially paid the CITY $2,358.72 for monthly rent . . . and then, at the CITY’s request, commenced to paying $2,449.44 in monthly rent, all for a total of 9 months amounting to at least $21,228.48.” (TAC, ¶ 13 & Exh. D.)
“The CITY accepted all of the rent payments from Plaintiff and has not returned any portion of said rent.” (TAC, ¶ 14.)
“On July 28, 2023, Stephanie Lopex Lozano, the CITY’s Administrative Assistant, confirmed that “ ‘a new tenant [Plaintiff] took over the 130 E. Cota Street facility [the Premises]’ ” and inquired about transferring the electric meter to Plaintiff.” (TAC, ¶ 15 & Exh. E.)
“On August 1, 2023, Jazmin LeBlanc, the CITY’s Assistant Parks and Recreation Director, sent Plaintiff an email acknowledging that Plaintiff had commenced property improvements at the Premises (‘ “painting inside” ’) while seeking to coordinate some power washing.” (TAC, ¶ 16 & Exh. F.)
“On September 26, 2023, Rich Hanna, the CITY’s Recreation Programs Manager, also acknowledged that Plaintiff had commenced property improvements at the Premises and asked to set up a time to “ ‘see all of the updates you have completed and share in your excitement for this new venture.’ ” (TAC, ¶ 17 & Exh. G.)
“Plaintiff was later informed that the CITY intended to replace the fencing around the entire park where the Premises are located. Because a permit to operate a day care facility cannot be issued when construction is in progress, Plaintiff was forced to postpone getting a permit for her business until after the CITY’s fencing construction work was completed in or about early November 2023.” (TAC, ¶ 18.)
“As Plaintiff continued paying rent and expending money towards improvements without being able to actually open and operate her business, she requested that she be given a 2-year lease. This was approved.” (TAC, ¶ 19.)
“On April 25, 2025, Michelle McDonnell, the CITY’s “ ‘Recreation Supervisor 1’ ”, sent Plaintiff an email and an attached “ ‘new 2-year Lease Agreement’ ” for “ ‘a term of July 1, 2024, through June 30, 2026,’ ” (TAC, ¶ 20 & Exh. H.)
“Plaintiff expended over $90,000.00 on business expenses, salary, utilities and property improvements in reliance on the CITY’s representation that her lease had been approved and that the term had been extended to last more than 2 years.” (TAC, ¶ 21.)
“On July 23, 2024, Rich Hanna, the CITY’s Recreation Programs Manager, confirmed and acknowledged the existence of “ ‘the lease that you [Plaintiff] entered on 7/25/2023 through 7/31/2024’ ” and referenced it as CITY “ ‘Lease No. 28396’ ”, further “ ‘acknowledge[d] the expenditures incurred for site improvements and operating costs’ ” and acknowledged the CITY’s receipt of “ ‘$21,228.48, which represents the total amount of rent paid for the period of August 2023-April 30, 2024.’ ” (TAC, ¶ 22 & Exh. I.)
“Then, on August 6, 2025, the CITY informed Plaintiff that it would not proceed with the lease and that it planned to use the Premises for other purposes. It did not refund any of the rent that the CITY had collected, nor did it reimburse any of Plaintiff’s expenses for property improvements.” (TAC, ¶ 23.)
The City now demurs to each cause of action in the TAC.
Plaintiff opposes the demurrer.
Analysis
Request for Judicial Notice
The City requests that the Court take judicial notice of the Charter of the City of Santa Barbara, Article V, Section 518 “Contracts. Execution.,” adopted May 2, 1967. Plaintiff does not object to the request. The Court will take judicial notice of the document pursuant to Evidence Code sections 452, subdivision (b), and 453.
Demurrer
“When any ground for objection to a complaint, cross-complaint, or answer appears on the face thereof, or from any matter of which the Court is required to or may take judicial notice, the objection on that ground may be taken by a demurrer to the pleading.” (Code Civ. Proc., § 430.30, subd. (a).)
“The party against whom a complaint or cross-complaint has been filed may object, by demurrer or answer as provided in Section 430.30, to the pleading on any one or more of the following grounds:
“(a) The Court has no jurisdiction of the subject of the cause of action alleged in the pleading.
“(b) The person who filed the pleading does not have the legal capacity to sue.
“(c) There is another action pending between the same parties on the same cause of action.
“(d) There is a defect or misjoinder of parties.
“(e) The pleading does not state facts sufficient to constitute a cause of action.
“(f) The pleading is uncertain. As used in this subdivision, “uncertain” includes ambiguous and unintelligible.
“(g) In an action founded upon a contract, it cannot be ascertained from the pleading whether the contract is written, is oral, or is implied by conduct.
“(h) No certificate was filed as required by Section 411.35.” (Code Civ. Proc., § 430.10.)
“[A] Court must treat a demurrer as admitting all material facts properly pleaded, it does not, however, assume the truth of contentions, deductions or conclusions of law.” (Travelers Indem. Co. of Connecticut v. Navigators Specialty Ins. Co. (2021) 70 Cal.App.5th 341, 358, citing Aubry v. Tri-City Hospital Dist. (1992) 2 Cal.4th 962, 967.)
“To survive a demurrer, the complaint need only allege facts sufficient to state a cause of action; each evidentiary fact that might eventually form part of the Plaintiff’s proof need not be alleged.” (C.A. v. William S. Hart Union High School Dist. (2012) 53 Cal.4th 861, 872.)
First Cause of Action for Breach of Implied Contract, Second Cause of Action for Promissory Estoppel, and Fifth Cause of Action for Common Counts
“A contract is either express or implied.” (Civ. Code, § 1619.)
“An implied contract is one, the existence and terms of which are manifested by conduct.” (Civ. Code, § 1621.)
“ ‘ “[T]he vital elements of a cause of action based on contract are mutual assent (usually accomplished through the medium of an offer and acceptance) and consideration. As to the basic elements, there is no difference between an express and implied contract. While an express contract is defined as one, the terms of which are stated in words (Civ. Code, § 1620), an implied contract is an agreement, the existence and terms of which are manifested by conduct (Civ. Code, § 1621). . . . [B]oth types of contracts are identical in that they require a meeting of minds or an agreement [citation]. Thus, it is evident that both the express contract and contract implied in fact are founded upon an ascertained agreement or, in other words, are consensual in nature, the substantial difference being in the mode of proof by which they are established.” ’ ” [Citations.]” (Allied Anesthesia Medical Group, Inc. v. Inland Empire Health Plan (2022) 80 Cal.App.5th 794, 808.)
The City argues that Plaintiff fails to state a claim for breach of contract because the City Counsel never approved the second lease, and the second lease was not properly executed. The City also argues that the first cause of action is uncertain because it is unclear whether Plaintiff is alleging a written, oral, or implied by conduct contract.
Plaintiff does not dispute that the second “contract,” that is attached as Exhibit H to the TAC, was unsigned by the City and that the City Charter provides:
“The City shall not be bound by any contract, except as hereinafter provided, unless the same shall be made in writing, approved by the City Council and signed on behalf of the City by the Mayor and City Clerk or by such other officer or officers as shall be designated by the City Council. Any of said officers shall sign a contract on behalf of the City when directed to do so by the City Council.
“By ordinance or resolution not inconsistent with this Charter the City Council may authorize the City Administrator or other officer to bind the City, with or without a written contract, for the acquisition of equipment, materials, supplies, labor, services or other items included within the budget approved by the City Council, and may impose a monetary limit upon such authority.
“The City Council may by ordinance or resolution provide a method for the sale or exchange of personal property not needed in the City service or not fit for the purpose for which intended, and for the conveyance of title thereto.
“Contracts for the sale of the products, commodities or services of any public utility owned, controlled or operated by the City may be made by the manager of such utility or by the head of the department or City Administrator upon forms approved by the City Administrator and at rates fixed by the City Council.
“The provisions of this section shall not apply to the employment of any person by the City at a regular salary.” (City Charter, § 518; RJN Exh. A.)
Relevant case law holds:
“In the case of a charter city, “ ‘the charter represents the supreme law of the City, subject only to conflicting provisions in the federal and state Constitutions and to preemptive state law. [Citation.] ‘[T]he charter operates . . . as an instrument of limitation and restriction on the exercise of power over all municipal affairs which the city is assumed to possess. . . .” ’ [Citations.]’ ” [Citation.] “ ‘[I]t is well settled that a charter city may not act in conflict with its charter. [Citations.] Any act that is violative of or not in compliance with the charter is void. [Citation.]’ ” [Citation.] The provisions of the city’s charter thus “ ‘supersede all municipal laws, ordinances, rules or regulations inconsistent therewith’ ” [citation] and “ ‘an ordinance [(or resolution)] violative of or not in compliance with the city charter is void.’ ” [Citation.]” (San Diego City Firefighters, Local 145 v. Bd. of Admin. of San Diego City Emples. Ret. Sys. (2012) 206 Cal.App.4th 594, 608, (SDCF).)
Plaintiff argues that equitable estoppel prevents the City from denying the existence of a contract, by application of City Charter section 518, where the City’s conduct induced reliance and injustice would result.
“ ‘[N]either the doctrine of estoppel nor any other equitable principle may be invoked against a governmental body where it would operate to defeat the effective operation of a policy adopted to protect the public.’ ” [Citations.] Based on this principle, Courts have “ ‘consistently reject[ed the] proposition’ ” that “ ‘even if the requirements of the charter for contract formation have not been satisfied, [a charter city] can be estopped to deny the formation of a contract.’ ” [Citation.] “ ‘When there has been no compliance with the relevant charter provision, the city may not be liable in quasi-contract and will not be estopped to deny the validity of the contract.’ ” [Citation.]” (SDCF, supra, 206 Cal.App.4th at pp. 610-611.)
Viewing the complaint as a whole, and all subparts in context, as well as considering the City Charter of which the Court has taken judicial notice, Plaintiff has failed to state facts sufficient to constitute a cause of action. Further, the City has demonstrated that it has a complete defense to the breach of contract cause of action because no second contract exists.
The second cause of action for promissory estoppel and the fifth cause of action for common counts fail for the same reason as the first cause of action. The Court notes that, in opposition, Plaintiff presents no argument or authority relative to the second and fifth causes of action, effectively conceding that the City’s demurrer to those causes of action is meritorious.
The demurrer to the first cause of action, the second cause of action, and the fifth cause of action will be sustained. Although the Court does not expect that Plaintiff will be able to allege sufficient facts to constitute viable causes of action, Plaintiff will be given leave to amend.
Where Plaintiff is given leave to amend, she will be ordered to not add additional causes of action, without obtaining permission to do so, because:
“It is the rule that when a trial Court sustains a demurrer with leave to amend, the scope of the grant of leave is ordinarily a limited one. It gives the pleader an opportunity to cure the defects in the particular causes of action to which the demurrer was sustained, but that is all.” (Community Water Coalition v. Santa Cruz County Local Agency Formation Com. (2011) 200 Cal.App.4th 1317, 1329.)
Third Cause of Action for Unjust Enrichment, Fourth Cause of Action for Constructive Trust, and Eighth Cause of Action for Declaratory Relief
Plaintiff bases her claim of unjust enrichment on the City accepting rent payments and benefiting from property improvements. She bases her constructive trust, and her declaratory relief causes of action on the same alleged facts.
The City argues that it was “not unjustly enriched because Plaintiff had access to the property for the duration of the term of the First Lease, pursuant to its terms, and Plaintiff may not allege unjust enrichment with respect to rent paid during this time.” (Demurrer, p. 10, ll. 4-7.)
The City further argues: “With respect to any alleged improvements, the First Lease states, “ ‘Any alterations, additions or improvements shall be at the sole cost and expense of Lessee . . . all alterations, additions or improvements shall, at the expiration of this Lease Agreement, become the property of Lessor and shall be surrendered by Lessee with the Premises.’ “ (TAC, Exhibit A, § 10.) The plain language of the First Lease is clear, and the City was not unjustly enriched by any improvements to the Property that Plaintiff may have made.” (Demurrer, p. 10, ll. 9-14.)
Plaintiff’s entire argument, that could be considered relevant to these causes of action, in opposition is: “Plaintiff alleges that the City accepted rent payments and benefited from property improvements made by Plaintiff, and, months later, arbitrarily denied Plaintiff access to the premises and the ability to operate her business. These allegations support claims for unjust enrichment and constructive trust, and equitable relief for the value of benefits conferred and wrongfully retained by the City.” (Opp., p. 6, ll. 15-18.)
Government Code section 815 declares that “ ‘[e]xcept as otherwise provided by statute: [¶] (a) A public entity is not liable for an injury, whether such injury arises out of an act or omission of the public entity or a public employee or any other person.’ ” The statute amounts to a legislative declaration that governmental immunity from suit is the rule and liability the exception. “ ‘ “Thus, in the absence of some constitutional requirement, public entities may be liable only if a statute declares them to be liable.” ’ ” [Citations.]” (Trinkle v. California State Lottery (1999) 71 Cal.App.4th 1198, 1202 (Trinkle).)
Two things are unclear as to these causes of action: (1) the timeframe that Plaintiff alleges she made rent payments and improvements for which she is claiming the City is liable, and (2) a statutory basis for the causes of action.
Further:
“ ‘Unjust enrichment is not a cause of action, however, or even a remedy, but rather ‘ “ ‘ “a general principle, underlying various legal doctrines and remedies’ ” ’. . . . [Citation.] It is synonymous with restitution.’ ” ’ [Citation.]” (Rutherford Holdings, LLC v. Plaza Del Rey (2014) 223 Cal.App.4th 221, 231.)
“A constructive trust is not a substantive device but merely a remedy . . ..” (Embarcadero Municipal Improvement Dist. v. County of Santa Barbara (2001) 88 Cal.App.4th 781, 793.)
Reading the complaint as a whole and all subparts in context, along with the attached exhibits, it appears that Plaintiff’s causes of action for unjust enrichment, constructive trust, and declaratory relief are based on the alleged breach of contract. Because there is no viable cause of action for breach of contract against the City, and no independent statutory basis for the claims are identified, the demurrer to the third, fourth, and eighth causes of action will be sustained. Although the Court does not expect that Plaintiff will be able to allege sufficient facts to constitute viable causes of action, Plaintiff will be given leave to amend.
Sixth Cause of Action for Violation of Business and Professions Code Section 17200 and Seventh Cause of Action for Violation of Business and Professions Code Section 17500
Violation of Business and Professions Code sections 17200 and 17500 were the sole causes of action contained in the first amended complaint. As a result of the hearing on the City’s demurrer to that complaint, the demurrer was sustained as to both causes of action and Plaintiff was given leave to amend. The TAC does nothing to remedy the issues that existed as they were pled in the first amended complaint.
The Court explains again, Plaintiff has filed to allege a statutory basis for liability against the City for violation of the Business and Professions Code, or to provide any factual basis for an exception to the City’s governmental immunities.
“Nowhere in the Unfair Competition Act (UCA; Bus. & Prof. Code, § 17200 et seq.) is there a provision imposing governmental liability for violations of the act. Because there is no statute making public entities liable under the UCA, the general rule of governmental immunity must prevail.” (Trinkle, supra, 71 Cal.App.4th at p. 1202.)
The demurrer to the sixth and seventh causes of action will again be sustained. Plaintiff has been given the opportunity to amend these causes of action previously and has failed to state sufficient facts to constitute causes of action for violations of the Business and Professions Code. As there is no possibility of Plaintiff stating sufficient facts to constitute a cause of action for violations of the Business and Professions Code, she will not be given leave to amend.
Additional Notes:
Plaintiff’s opposition is replete with mischaracterizations, incorrect citations, and other inaccuracies. Examples include:
At page 5, line 8 of the opposition, Plaintiff cites “Fairchild v. City of Oakland (1978) 87 Cal.App.3d 579, 585” in support of their estoppel argument. There is no such case.
At page 5, lines 22-24 of the opposition, Plaintiff cites Eastburn v. Regional Fire Protection Authority (2223) 31 Cal.4th 1175, 1183 for the proposition that “[i]mmunity under § 818.8 applies only to tort claims, not to statutory claims for unfair business practices.” The cited authority holds no such thing, and a reading of the case could not, under any circumstance, lend validity to Plaintiff’s argument.
At page 6, lines 5-6 of the opposition, Plaintiff cites People v. McKale (1979) 25 Cal.3d 626, 633 in support of its argument that “governmental entities are subject to the UCL when acting in a proprietary or business capacity.” This is another glaring misrepresentation of what a case holds.
At page 6, lines 6-8 of the opposition, Plaintiff cites “Community Memorial Hospital v. County of Ventura (2022) 81 Cal.App.5th 658, 672” in support of its argument that “[t]he City’s leasing of property and representations regarding such leases are business activities, not governmental functions.” The citation is not correct. While there is a case titled Community Memorial Hospital v. County of Ventura, the correct citation is (1996) 50 Cal.App.4th 199, and it does not hold what Plaintiff claims it holds.
Other examples could be given.
In the extremely unlikely event that the misstatements of the law were intentional, counsel is reminded of their ethical obligations of candor towards the Court. “Although counsel have broad discretion in discussing the legal and factual merits of a case [Citation], it is improper to misstate the law [Citation] . . .” (People v. Bell (1989) 49 Cal.3d 502, 538.)
Also, and without accusing counsel of doing so, if artificial intelligence was used in the drafting of the opposition, counsel should be aware: “To state the obvious, it is a fundamental duty of attorneys to read the legal authorities they cite in appellate briefs or any other Court filings to determine that the authorities stand for the propositions for which they are cited. Plainly, counsel did not read the cases he cited before filing his appellate briefs: Had he read them, he would have discovered, as we did, that the cases did not contain the language he purported to quote, did not support the propositions for which they were cited, or did not exist. (See Benjamin v. Costco Wholesale Corporation, supra, 779 F.Supp.3d at p. 343 [“ ‘an attorney who submits fake cases clearly has not read those nonexistent cases, which is a violation of [the federal equivalent of § 128.7]’ ”]; Willis v. U.S. Bank National Association as Trustee, Igloo Series Trust (N.D. Tex., 2025), 783 F.Supp.3d 959, 961 [same].) Counsel thus fundamentally abdicated his responsibility to the Court and to his client. (See Kleveland v. Siegel & Wolensky, LLP (2013) 215 Cal.App.4th 534, 559, 155 Cal.Rptr.3d 599 [“ ‘ “It is critical to both the bench and the bar that we be able to rely on the honesty of counsel. The term “ ‘officer of the Court,’ ” with all the assumptions of honor and integrity that append to it, must not be allowed to lose its significance” ’ ”].)” (Noland v. Land of the Free, L.P. (2025) 114 Cal.App.5th 426, 445.)