The document presents a legal opposition to a demurrer filed by the defendant against the plaintiff's complaint in a California case, asserting that valid causes of action exist. It argues that the complaint sufficiently states claims for breach of contract and declaratory relief, while also clarifying the misunderstanding regarding counter-offers. Additionally, the opposition highlights procedural requirements and legal standards applicable to demurrers in California.

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Any Plaintiff
Any Street
Any Town, CA 55555
714-555-5555
Plaintiff, In Pro Per
Superior Court of the State of California
For the County of _________________
Any Plaintiff,
Plaintiff,
vs.
Any Defendant, and DOES 1-5
Defendants.
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Case No.
OPPOSITION TO DEMURRER TO COMPLAINT;
MEMORANDUM OF POINTS AND
AUTHORITIES
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OPPOSITION TO DEMURRER

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1 Plaintiff, _____________________________________ herein submits its Opposition to
Defendants ________________________ Demurrer to its Complaint. _______opposes Defendants
________________________ Demurrer on the grounds that its Complaint does state valid causes of
action, that ______________ cannot demur to causes of action alleged against other Defendants, and
further that Defendants Demurrer is without merit.
The Opposition shall be based on this Opposition, the attached Memorandum of Points and
Authorities, on the complete files and records of this action, and on such other oral and/or
documentary evidence as may be presented at the hearing on the Motion.
Dated________________ _______________________________________________
ANY PARTY
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OPPOSITION TO DEMURRER

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MEMORANDUM OF POINTS AND AUTHORITIES
I.
STATEMENT OF FACTS
This case arises out of a purchase sale agreement entered into between __________________
and ____________________.
In _______, ___________ entered into a purchase sale agreement with _________________ for the
sale of real property located at _______________ in the City of Los Angeles, California.
However, at no time was _____________ informed of any name change from
_________________ to ____________. _______________further did not give approval of any sale
transfer.
Plaintiff_____ filed and served their Complaint. Defendant _________________ demurred to
Plaintiff’s Complaint. Only the first cause of action for breach of contract and the third cause of
action for declaratory relief are directed to Defendant ______________________.
____________ contends that the Complaint does in fact allege sufficient facts to state causes
of action, and that the Complaint is not uncertain.
____________ further contends that as the second cause of action for fraud is not alleged
against Defendant they may not demur to that cause of action.
Be sure to modify these paragraphs to suit your individual
situation. Do NOT just use the wording here unless it definitely applies
to your particular situation. Remember that YOUR OPPOSITION
MUST BE SERVED AND FILED AT LEAST NINE (9) COURT
DAYS BEFORE THE HEARING. Court days means Monday through
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OPPOSITION TO DEMURRER

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Friday, except for Court holidays. You should serve your opposition by
personal delivery or overnight mail. See Code of Civil Procedure
Section 1005 for more details.
II.
LEGAL ARGUMENT
THE COURT SHOULD OVERRULE THE DEMURRER TO THE FIRST CAUSE OF
ACTION BECAUSE IT ALLEGES SUFFICIENT FACTS TO STATE A CAUSE OF
ACTION FOR BREACH OF CONTRACT
______________’s Demurrer to the First Cause of Action contends that it is inconsistent
because the “signed counter-offers” are mentioned in certain paragraphs and not in others. First of all,
the counter-offers are in fact mentioned in paragraphs 8 and 10. It is paragraphs 9 and 11 in which
they are not mentioned! __________ has it backwards! However, on page 3, lines 9 through 11 of
the Complaint it alleges that, “On or about ________, and ____, Plaintiff __________ and Defendant
____________ signed counter-offers which constitute addendums to the original contract pursuant to
its terms”. Thus there is no inconsistency in the first cause of action as once the Complaint alleged
that the counter-offers signed constitute addendums to the original contract it need not repeat that
allegation in later paragraphs.
And case law is clear that a Demurrer admits the plaintiff's interpretation of a contract, even if
the contract is ambiguous.
If a contract set out in the complaint (or attached as an exhibit) is ambiguous, plaintiff's
interpretation must be accepted as correct in testing the sufficiency of the complaint: "A general
demurrer to the complaint admits not only the contents of the instrument but also any pleaded
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OPPOSITION TO DEMURRER

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meaning to which the instrument is reasonably susceptible." Aragon-Haas v. Family Security Ins.
Services, Inc. (1991) 231 Cal.App.3d 232, 239 (emphasis added).
To download and purchase the entire document visit:
http://www.scribd.com/doc/25451669/Sample-Opposition-to-Demurrer-
for-California
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OPPOSITION TO DEMURRER

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meaning to which the instrument is reasonably susceptible." Aragon-Haas v. Family Security Ins.
Services, Inc. (1991) 231 Cal.App.3d 232, 239 (emphasis added).
To download and purchase the entire document visit:
http://www.scribd.com/doc/25451669/Sample-Opposition-to-Demurrer-
for-California
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OPPOSITION TO DEMURRER