Plaintiff claimants appealed from a judgment of the Superior Court of the City and County of San Francisco (California), which dismissed their complaint after sustaining a demurrer filed by defendant administrator alleging that the complaint failed to state facts sufficient to constitute a cause of action and was uncertain, ambiguous, and unintelligible, in an action based on the administrator’s failure to distribute stock shares to claimants.

Nakase Law Firm provides information on failure of consideration affirmative defense

Overview

Plaintiff claimants filed an action alleging that defendant administrator failed to distribute stock shares to claimants in violation of an agreement between the parties. The trial court dismissed the complaint without leave to amend. The court affirmed the dismissal, holding that the agreement did not impose liability on the administrator individually, which was the capacity in which the administrator was a defendant. The court also held, after taking judicial notice of various related probate proceedings, that the complaint failed to state a cause of action on the administrator because the administrator was not bound by an agreement entered into to compromise a claim of an estate for which he was acting that was subject to court approval where the court ultimately did not approve the agreement. The court held that there were conditions precedent to the administrator’s duty to perform, some of which did not occur, and the complaint did not sufficiently allege that the conditions precedent had been satisfied.

Outcome

The court affirmed the dismissal of the complaint.