Tentative Ruling: Salinas Landscape, LLC v. Sarah-Bina Burke
Case Number
25CV05798
Case Type
Hearing Date / Time
Wed, 10/21/2026 - 10:00
Nature of Proceedings
Demurrer to First Amended Complaint
Tentative Ruling
For Plaintiff Salinas Landscape LLC: Arash Merpour, Merpour Law, Inc., Riviera Law Group, P.C.
For Defendant Sarah-Bina Burke: Robert B. Forouzandeh, Ethan J. Schwartz
RULING
For all reasons stated herein, the demurer of defendant Sarah-Bina Burke to the first amended complaint is overruled. Defendant shall file an answer to the first amended complaint on or before November 5, 2026.
Background
On September 17, 2025, plaintiff Salinas Landscape, LLC (Salinas), initiated this action by filing a complaint against defendant Sarah-Bina Burke (Burke).
On July 21, 2026, Salinas filed the operative first amended complaint (FAC) against Burke, asserting four causes of action for (1) breach of contract, (2) quantum meruit, (3) unjust enrichment, and (4) promissory estoppel.
As alleged in the FAC:
Salinas is a licensed contractor. (FAC, ¶¶ 2-4.) Burke is a successful local interior designer in Santa Barbara County. (FAC, ¶¶ 5-6.)
Burke hired Salinas to perform landscaping and other home improvement work at a residence Burke owns at 1922 Jelinda Drive in Santa Barbara (Property). (FAC, ¶¶ 11-17.) Burke also resides at the Property. (FAC, ¶ 5.)
Salinas entered into a contract (Agreement) with Burke to remodel her landscaping at the Property. (FAC, ¶ 12.) The Agreement was both oral and written. (Ibid.) Starting June 17, 2024, to March 25, 2025, the parties exchanged written text message communications confirming the landscaping work. (FAC, ¶¶ 13-15 & Ex. A.) Throughout these messages the parties discussed additional work and consideration in the form of payments. (Ibid.)
Salinas performed a variety of work on the Property, including removing ivy, poison oak, and small oak trees from the designated areas, excavating a trench along the east side of the main house against the footing, preparing for waterproofing and the installation of a French drain, adding concrete that was mixed and poured to repair the footing and restore the sloped section, installing electrical conduit to service the library and the water feature pad area, installing tile, hauling away all the waste and debris, and using two tractors, SVL75 skid steer and Kubota U35 mini excavator. (FAC, ¶ 19.)
Burke paid Salinas over $200,000 for these landscaping services. (FAC, ¶ 16.) Burke did not pay Salinas for the final landscaping work leaving an outstanding balance of approximately $41,402.89. (FAC, ¶¶ 17-20.) Salinas submitted invoices to Burke dated October 8, 2024, October 30, 2024, November 15, 2024, and March 19, 2025, for the uncompensated work. (FAC, ¶¶ 20-23 & Ex. B.)
On September 11, 2026, Burke filed a demurrer to the FAC on the grounds that “the alleged home improvement agreement is void as it does not comply with Business and Professions Code section 7159, rendering the purported contract unenforceable and barring recovery in equity as a matter of law.” (Demurrer, p. 2, ll. 9-11.) “Business and Professions Code section 7159, subdivision (d), requires that a home improvement contract of that kind ‘shall be in writing and signed by the parties to the contract prior to the commencement of work,’ and shall include specific mandatory content. [Salinas] alleges only an oral contract [citation], and neither the [FAC] nor its incorporated Exhibit A identifies any writing that complies with section 7159’s content, signature, and disclosure requirements. [Salinas] has not pleaded facts bringing this transaction within the narrow judicial exception recognized for sophisticated real-estate investors and developers under Asdourian v. Araj (1985) 38 Cal.3d 276 [Asdourian] and its progeny.” (Demurrer, p. 3, ll. 10-17.) Moreover, “[Salinas] billed and sought payment in advance of the value of work performed, in violation of Business and Professions Code section 7159.5, subdivision (a)(5), rendering [Salinas’] hands unclean with respect to the very billing practices for which it now seeks equitable recovery. Because [Salinas’] hands are unclean and it is trying to recover for illegal activities, equitable relief is barred.” (Demurrer, p. 4, ll. 4-9.) Salinas opposes the demurrer.
Analysis
“ ‘The rules by which the sufficiency of a complaint is tested against a general demurrer are well settled. We not only treat the demurrer as admitting all material facts properly pleaded, but also ‘give the complaint a reasonable interpretation, reading it as a whole and its parts in their context.’ ” (Zhang v. Superior Court (2013) 57 Cal.4th 364, 370, internal quotation marks and citations omitted.) “Because the function of a demurrer is to test the sufficiency of a pleading as a matter of law, we … assume the truth of the allegations in the complaint, but do not assume the truth of contentions, deductions, or conclusions of law. [Citation.] It is error for the trial Court to sustain a demurrer if the plaintiff has stated a cause of action under any possible legal theory, and it is an abuse of discretion for the Court to sustain a demurrer without leave to amend if the plaintiff has shown there is a reasonable possibility a defect can be cured by amendment.” (California Logistics, Inc. v. State of California (2008) 161 Cal.App.4th 242, 247 (California Logistics).) “[I]n ruling on a demurrer the trial Court may take into account in addition to the complaint itself any matter that may be properly considered under the doctrine of judicial notice.” (Cruz v. County of Los Angeles (1985) 173 Cal.App.3d 1131, 1133-1134.)
Among other requirements, “[a] home improvement contract and any changes to the contract shall be in writing and signed by the parties to the contract prior to the commencement of work covered by the contract or an applicable change order ….” (Bus. & Prof. Code, § 7159, subd. (d).) The parties do not dispute the Agreement is a home improvement contract. Salinas also concedes “the written portion of the [Agreement] as written in the text messages, does not comply with Business and Professions Code section 7159.” (Opp. p. 9, ll. 1-2.) However, the parties dispute whether the Agreement may be enforceable under the alleged circumstances of this case based on Asdourian and its progeny.
As explained in Hinerfeld-Ward, Inc. v. Lipian (Hinerfeld), “[Business and Professions Code section 7159 is] part of a larger consumer protection statutory scheme [and] has been revised and reorganized repeatedly since first enacted in 1969. [Citations.] The requirement that such contracts be in writing has been a part of the law for decades… [T]he primary purpose of section 7159 to be ‘a protection for consumers in an economic area which otherwise might well provide opportunity for abuse by contractors.’
“The issue is whether an oral contract for home improvements, in violation of section 7159, is void or merely voidable. The general rule is that ‘a contract made in violation of a regulatory statute is void. [Citation.] Normally, Courts will not ‘lend their aid to the enforcement of an illegal agreement or one against public policy....’ [Citations.] But as the Supreme Court recognized in Asdourian, ‘the rule is not an inflexible one to be applied in its fullest rigor under any and all circumstances. A wide range of exceptions has been recognized.’ [Citation.] [¶] … [¶]
“Asdourian involved oral contracts for home improvements between homeowners and their contractor. The Court found ‘[n]othing in the statute [which] declares that an oral contract entered into in contravention of section 7159 shall be void.’ [Citation.] While the Court concluded that the Legislature did not intend the express penalty provisions of section 7159 to be exclusive, it found ‘no indication that the Legislature intended that all contracts made in violation of section 7159 are void.’ [Citation.] Absent an express legislative prohibition, the Asdourian Court concluded it could apply exceptions to the general rule that illegal contracts are unenforceable. [Citation.]
“The contracts in Asdourian were held enforceable because as real estate investors, the owners were not within the class of unsophisticated consumers the statute was designed to protect. The Supreme Court concluded that in this context, the misdemeanor penalties provided in section 7159 were sufficient and that the policy underlying the statute would not be defeated if the contractor was allowed to recover for work performed. [Citation.] The Court also concluded that a contract in violation of section 7159 does not present the type of illegality that automatically renders a contract void. Instead, the contracts were found merely ‘voidable depending on the factual context and the public policies involved.’ [Citation.] Citing [Calwood Structures, Inc. v. Herskovic (1980) 105 Cal.App.3d 519, 522], the Asdourian Court reasoned that the failure to observe strict statutory formalities was understandable because the contractor and owners were friends and had prior business dealings. In addition, it was significant that the contractor fully performed according to the oral agreements and the owners accepted the benefits of those agreements. ‘If [the owners] are allowed to retain the value of the benefits bestowed by [the contractor] without compensating him, they will be unjustly enriched.’ [Citations.]” (Hinerfeld, supra, 188 Cal.App.4th 86, 91–94, internal quotation marks omitted, italics in original.)
In Asdourian, the Court noted factors to evaluate including whether a homeowner is “an unsophisticated consumer,” whether the homeowner is a “member[] of the group primarily in need of the statute’s protection,” whether the contract was “immoral in character, inherently inequitable or designed to further a crime or obstruct justice,” whether a plaintiff “fully performed according to the oral agreements,” whether the homeowner accepted the benefits of the oral agreements, whether allowing a homeowner to retain the value of the benefits bestowed without compensation will result in unjust enrichment, whether owners and contractors were friends or had prior business dealings, whether the requested relief would result in a disproportionately harsh penalty in relation to the violation involved, and whether enforcing the oral agreements would defeat the policy of the statute. (Asdourian, supra, 38 Cal.3d at pp. 292–294.)
Here, based on a reasonable reading of the FAC accepting all factual allegations as true, the FAC establishes that Burke “is a successful local interior designer in Santa Barbara County,” that substantial work was performed and completed by Salinas without payment, that Burke sent multiple written messages to Salinas seeking additional work, that Burke and Salinas had an ongoing relationship and were familiar with one another, that the Agreement was not for any improper or illegal purpose, that Burke paid significant amounts for similar landscaping work over the course of the parties’ relationship, that Salinas relied on promises and the ongoing business relationship to perform the work as requested by Burke, that Salinas fully performed under the parties’ Agreement and Burke accepted the benefits, and that Burke has been unjustly enriched by retaining the benefits of the work performed and costs incurred by Salinas without payment. (FAC, ¶¶ 5-6, 11-22 & Exs. A-B.) The Court finds that the FAC sufficiently alleges factors under Asdourian and will overrule the demurrer to the contract claim and equity-based claims. (Asdourian, supra, 38 Cal.3d at pp. 292–294.) “It is error for the trial Court to sustain a demurrer if the plaintiff has stated a cause of action under any possible legal theory.” (California Logistics, supra, 161 Cal.App.4th at p. 247.)