A.L. v. Pleasanton Unified School District

• Court: District Court, N.D. California
• Decided: October 28, 2022
• Docket: 3:22-cv-03036
• Status: Unknown

Opinion

1 2 3 4 5 IN THE UNITED STATES DISTRICT COURT 6 FOR THE NORTHERN DISTRICT OF CALIFORNIA 7 8 A.L., et al., Case No. 22-cv-03036-CRB

9 Plaintiffs,

ORDER GRANTING IN PART AND 10 v. DENYING IN PART MOTIONS TO DISMISS AND GRANTING IN 11 PLEASANTON UNIFIED SCHOOL PART AND DENYING IN PART DISTRICT, et al., MOTIONS FOR A MORE 12 DEFINITE STATEMENT Defendants.

13 Plaintiff A.L., by and through her parent and guardian ad litem, Joseph Lain 14 (“Plaintiffs”) bring various claims against two public educational entities, the Pleasanton 15 Unified School District (“PUSD”) and the Contra Costa County Office of Education 16 (“CCCOE”; together, the “Entity Defendants”) and their employees, for failure to provide 17 A.L. with an appropriate education. Both PUSD and CCCOE move to dismiss the 18 complaint. CCCOE Mot. (dkt. 24); PUSD Mot. (dkt. 25). As explained below, finding this 19 matter suitable for resolution without oral argument pursuant to Civil Local Rule 7-1(b), 20 the Court DENIES PUSD’s motion to dismiss as to Plaintiffs’ claim for denial of FAPE 21 (claim II), GRANTS both motions to dismiss as to Plaintiffs’ state-law claims (claims III, 22 IV, and V), GRANTS both motions for a more definite statement as to Plaintiffs’ claim for 23 a “Declaration Against Individuals” (claim VI), and DENIES both motions for a more 24 definite statement as to all other claims. 25 I. BACKGROUND 26 Plaintiffs allege the following: 27 A.L. is a minor child with Wolf-Hirschhorn Syndrome. Compl. (dkt. 1) ¶ 26. She 1 “requires highly specialized and highly individualized supports to participate in the world,” 2 including to help her learn and succeed at school. Id. ¶ 29. This case is only the latest in a 3 long history of actions, in state administrative processes and in federal court, that seek to 4 give A.L. the specialized attention and equipment she needs to learn and thrive. See id. 5 ¶¶ 38–39, 42–45, 77–79, 83–100. 6 In July 2019, A.L.’s father, Joseph Lain, entered into an agreement with PUSD on 7 behalf of A.L., recognizing that CCCOE’s Mauzy School would be her educational 8 placement. Id. ¶ 30. In August 2019, A.L. was offered an Individual Education Plan 9 (“IEP”), which codified the July 2019 agreement and stated, among other things, that A.L. 10 was entitled to an individual nurse/aide, speech therapy, physical therapy, vision therapy, 11 and adaptive physical education. Id. ¶¶ 35–36. In October 2019, Lain filed a due process 12 complaint with the California Office of Administrative Hearings (OAH), alleging denial of 13 free, appropriate public education (FAPE), because the school had failed to provide a 14 nurse/aide pursuant to the August IEP. Id. ¶ 38. In January 2020, the OAH found that 15 these claims had merit. Id. ¶ 39. Following further erosion of A.L.’s educational 16 opportunities as a result of the COVID-19 pandemic, in April 2020, Plaintiffs filed suit 17 against PUSD, CCCOE, and various individual defendants in the Northern District. Id. 18 ¶¶ 40, 42; see also Lain v. Pleasanton Unified Sch. Dist., 20-cv-2350 (N.D. Cal.). While 19 that action was pending, in July 2020, Plaintiffs again sought relief from the OAH. 20 Compl. ¶ 45. 21 In March 2021, the parties entered into a Settlement Agreement. Id. ¶¶ 46–49; id. 22 Ex. 2. In it, PUSD and CCCOE agreed to particular terms to further A.L.’s education at 23 the Mauzy School, including hiring a back-up nurse, holding collaboration meetings with 24 Lain to discuss A.L.’s schooling and care, and purchasing particular equipment. Id. ¶ 53. 25 In exchange, Plaintiffs were required to release their claims against PUSD and CCCOE 26 and seek dismissal of the pending federal and OAH actions. Id. ¶ 58. 27 Almost immediately, Plaintiffs noticed compliance issues. In March 2021, A.L.’s 1 attend only to A.L.’s health requirements but not her learning needs. Id. ¶ 59. Defendants 2 had also failed to supply particular equipment under the terms of the March 2021 3 Settlement Agreement. Id. ¶ 63. Though Defendants made attempts to provide for A.L.’s 4 needs—by providing a 1:1 educational support aide, for example—such arrangements did 5 not last, and Jennifer Rickard, PUSD’s Assistant Special Education Director, informed 6 Plaintiffs that A.L. would not be receiving a 1:1 aide when she returned to school in- 7 person in Fall 2021. Id. ¶¶ 66–67. After A.L.’s doctor recommended that she remain at 8 home in Fall 2021 due to a rise in COVID-19 cases, Defendants offered Plaintiffs “home 9 hospital” schooling, which amounted to 60 minutes of instruction each day. Id. ¶¶ 71–74. 10 Plaintiffs consented to the offer, “just to get something.” Id. ¶¶ 75 & n.18. 11 In November 2021, Plaintiffs once again filed a due process complaint with the 12 OAH, alleging violations of IDEA and FAPE, as well as contract violations relating to the 13 March 2021 Settlement Agreement. Id. ¶ 77. In January 2022, Plaintiffs filed a notice of 14 claim with PUSD and CCCOE for fraud and contract violations arising out of the March 15 2021 Settlement Agreement. Id. ¶ 82. In February 2022, OAH dismissed Plaintiffs’ most 16 recent due process complaint, finding that it lacked jurisdiction to hear Plaintiffs’ claims. 17 Id. ¶¶ 92–95. 18 Plaintiffs bring this suit against both PUSD and CCCOE, along with many of their 19 employees: David Haglund, the Superintendent of PUSD; Ed Diolazo, the Assistant 20 Superintendent of PUSD; Kenneth Goeken, the Director of Special Education for PUSD; 21 Jennifer Rickard, the Assistant Director of Special Education for PUSD; Lynn Mackey, the 22 Senior Director of Student Programs for CCCOE;1 Nick Burger, the Senior Director of 23 Student Programs for CCCOE; and Thomas Scruggs, the Director of Student Programs for 24 CCCOE (together, the “Individual Defendants”). Id. ¶¶ 12–22. 25 Plaintiffs bring six claims: A claim under 20 U.S.C. § 1415(i)(2) of the IDEA 26 27 1 CCCOE’s motion indicates that this is in error, and in fact Mackey is the County Superintendent of Schools for CCCOE. CCCOE Mot. at 2 n.1. The March 2021 Settlement Agreement indicates 1 seeking reversal of the February 2022 OAH decision (claim I); a claim alleging denial of 2 FAPE, seemingly2 against the Entity Defendants (claim II); a claim for breach of the 3 March 2021 Settlement Agreement against all defendants (claim III); a claim for breach of 4 the implied covenant of good faith and fair dealing as to the March 2021 Settlement 5 Agreement against all defendants (claim IV); a claim for fraud against all defendants 6 (claim V); and a claim for a “Declaration Against Individuals” against the Individual 7 Defendants (claim VI). See id. ¶¶ 104–46. On September 19, CCCOE filed its motion to 8 dismiss and motion for a more definite statement on behalf of itself and its defendant 9 employees, Mackey, Burger, and Scruggs. See CCCOE Mot. PUSD filed its motion on 10 September 22.3 See PUSD Mot. 11 II. LEGAL STANDARD 12 A. Motion to Dismiss 13 Under Rule 12(b)(6) of the Federal Rules of Civil Procedure, a complaint may be 14 dismissed for failure to state a claim for which relief may be granted. Fed. R. Civ. P. 15 12(b)(6). Rule 12(b)(6) applies when a complaint lacks either a “cognizable legal theory” 16 or “sufficient facts alleged” under such a theory. Godecke v. Kinetic Concepts, Inc., 937 17 F.3d 1201, 1208 (9th Cir. 2019). Whether a complaint contains sufficient factual 18 allegations depends on whether it pleads enough facts to “state a claim to relief that is 19 plausible on its face.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. 20

21 2 Unlike their other claims, Plaintiffs do not clarify which Defendants they sue for denial of FAPE 22 in the heading of that cause of action. See Compl. at 21. However, the substance of the claim indicates that it is brought against the Entity Defendants, not the Individual Defendants. See id. 23 ¶ 114 (stating that “Plaintiffs request the Court . . . hear their IDEA and California Education Code violation claims against Defendant LEAs” where “LEAs” are defined in the Complaint as CCCOE 24 and PUSD collectively). 3 Plaintiffs correctly point out that PUSD’s motion to dismiss was filed more than 60 days after the 25 waiver of service form was sent, in violation of Federal Rule of Civil Procedure 12(a)(1)(A)(ii). Opp’n to PUSD (dkt. 29) at 1 n.1; see also dkt. 13 (waiver sent on July 8, 2022); PUSD Mot. (filed 26 on September 22, 2022, 76 days after waiver sent). Plaintiffs ask that PUSD’s motion “be dismissed in [its] entirety due to untimeliness.” Opp’n to PUSD at 1 n.1. Because Plaintiffs do 27 not indicate that they were prejudiced by PUSD’s late filing, and to promote the just and speedy determination of the issues presented, the Court considers PUSD’s briefing on this motion. PUSD 1 v. Twombly, 550 U.S. 544, 570 (2007)). A claim is plausible “when the plaintiff pleads 2 factual content that allows the court to draw the reasonable inference that the defendant is 3 liable for the misconduct alleged.” Id. at 678. When evaluating a motion to dismiss, the 4 Court “must presume all factual allegations of the complaint to be true and draw all 5 reasonable inferences in favor of the nonmoving party.” Usher v. City of Los Angeles, 6 828 F.2d 556, 561 (9th Cir. 1987). However, it is “not bound to accept as true a legal 7 conclusion couched as a factual allegation.” Papasan v. Allain, 478 U.S. 265, 286 (1986); 8 Clegg v. Cult Awareness Network, 18 F.3d 752, 754–55 (9th Cir. 1994). 9 If a court dismisses a complaint for failure to state a claim, it should “freely give 10 leave” to amend “when justice so requires.” Fed. R. Civ. P. 15(a)(2). A court has 11 discretion to deny leave to amend due to “undue delay, bad faith or dilatory motive on the 12 part of the movant, repeated failure to cure deficiencies by amendment previously allowed, 13 undue prejudice to the opposing party by virtue of allowance of the amendment, [and] 14 futility of amendment.” Leadsinger, Inc. v. BMG Music Publ’g, 512 F.3d 522, 532 (9th 15 Cir. 2008) (quoting Foman v. Davis, 371 U.S. 178, 182 (1962)). To determine whether 16 amendment would be futile, courts examine whether the complaint can be amended to cure 17 the defect requiring dismissal “without contradicting any of the allegations of [the] original 18 complaint.” Reddy v. Litton Indus., Inc., 912 F.2d 291, 296–97 (9th Cir. 1990). 19 B. Motion for a More Definite Statement 20 Rule 12(e) allows a party to move for a more definite statement of a pleading which 21 is so vague, ambiguous, or indefinite that the party cannot reasonably prepare a response. 22 See Swierkiewicz v. Sorema N.A., 534 U.S. 506, 514 (2002) (“[If a] pleading fails to 23 specify the allegations in a manner that provides sufficient notice, a defendant can move 24 for a more definite statement under Rule 12(e) before responding.”); Neveau v. City of 25 Fresno, 392 F. Supp. 2d 1159, 1169 (E.D. Cal. 2005) (explaining that a Rule 12(e) motion 26 “attacks the unintelligibility of the complaint, not simply the mere lack of detail, and is 27 only proper when a party is unable to determine how to frame a response to the issues 1 The Court considers a Rule 12(e) motion in light of the liberal pleading standard set 2 forth in Rule 8, which requires a complaint be: “(1) a short and plain statement of the 3 grounds for the court’s jurisdiction . . . ; (2) a short and plain statement of the claim 4 showing that the pleader is entitled to relief; and (3) a demand for the relief sought, which 5 may include relief in the alternative or different types of relief.” Fed. R. Civ. P. 8(a); see 6 also Swierkiewicz, 534 U.S. at 514 (“Rule 8(a) is the starting point of a simplified pleading 7 system, which was adopted to focus litigation on the merits of a claim.”). Where a party 8 understands the substance of the claim asserted, or can obtain the details through 9 discovery, the motion need not be granted. Griffin v. Cedar Fair, L.P., 817 F. Supp. 2d 10 1152, 1156 (N.D. Cal. 2011). However, the court may, in its discretion, “require such 11 detail as may be appropriate in the particular case.” McHenry v. Renne, 84 F.3d 1172, 12 1179 (9th Cir. 1996). 13 III. DISCUSSION 14 PUSD moves to dismiss Plaintiffs’ claim for denial of FAPE (claim II). Both parties 15 move to dismiss Plaintiffs’ state-law claims for breach of contract (claim III), breach of the 16 implied covenant of good faith and fair dealing (claim IV), and fraud (claim V). See 17 CCCOE Mot.; PUSD Mot. In the alternative, both parties move for a more definite 18 statement as to all claims. See CCCOE Mot. at 15; PUSD Mot. at 14–15. 19 First, because PUSD’s argument that Plaintiffs have failed to exhaust their 20 administrative remedies is without merit, the Court denies PUSD’s motion to dismiss 21 Plaintiffs’ claim for denial of FAPE (claim II). 22 Second, because Plaintiffs fail to allege compliance with California’s Government 23 Tort Claims Act, the Court grants Defendants’ motions to dismiss the state-law claims 24 (claims III–V) with leave to amend to demonstrate compliance. However, because 25 Plaintiffs as a matter of law cannot allege claims arising out of contract against Individual 26 Defendants who did not participate in signing the March 2021 Settlement Agreement, the 27 breach of contract and breach of implied covenant of good faith and fair dealing claims 1 those Individual Defendants. 2 Third, because Plaintiffs fail to clarify the source of law underpinning their claim 3 for a “Declaration Against Individuals” (claim VI), the Court grants Defendants’ motions 4 for a more definite statement as to that claim. 5 A. Failure to Exhaust Administrative Remedies 6 PUSD argues that, because Plaintiffs also bring a claim that seeks judicial review of 7 the February 2022 OAH decision, they have failed to exhaust their administrative remedies 8 under the IDEA. PUSD Mot. at 6–7. Plaintiffs argue that they have exhausted their 9 administrative remedies, but even if they have not, their failure is excused under the 10 exceptions outlined in Hoeft v. Tucson Unified Sch. Dist., 967 F.2d 1298 (9th Cir. 1992). 11 The Supreme Court has helpfully laid out the requirements for exhaustion of 12 administrative procedures under the IDEA:

13 To begin, a dissatisfied parent may file a complaint as to any matter concerning the provision of a FAPE with the local or state 14 educational agency (as state law provides). See § 1415(b)(6). That pleading generally triggers a “[p]reliminary meeting” 15 involving the contending parties, § 1415(f)(1)(B)(i); at their option, the parties may instead (or also) pursue a full-fledged 16 mediation process, see § 1415(e). Assuming their impasse continues, the matter proceeds to a “due process hearing” before 17 an impartial hearing officer. § 1415(f)(1)(A); see § 1415(f)(3)(A)(i). Any decision of the officer granting 18 substantive relief must be “based on a determination of whether the child received a [FAPE].” § 1415(f)(3)(E)(i). If the hearing 19 is initially conducted at the local level, the ruling is appealable to the state agency. See § 1415(g). Finally, a parent unhappy 20 with the outcome of the administrative process may seek judicial review by filing a civil action in state or federal court. See 21 § 1415(i)(2)(A). 22 Fry v. Napoleon Cmty. Schs., 137 S. Ct. 743, 749 (2017). The IDEA’s exhaustion 23 provision further requires: “[B]efore the filing of a civil action under [the IDEA] seeking 24 relief that is also available under this subchapter, the procedures under subsections (f) and 25 (g) shall be exhausted . . . .” 20 U.S.C. § 1415(l). 26 Thus, put simply, to seek relief for denial of FAPE under the IDEA, one must first 27 seek a due process hearing under § 1415(f), and file an administrative appeal, if available, 1 civil action is not required—rather, a plaintiff “shall have the right to bring a civil action” 2 after the administrative procedures have concluded, not that they are required to do so to 3 exhaust their administrative remedies. Id. § 1415(i)(2)(A) (emphasis added). Section 4 1415(l), the exhaustion provision, is in total agreement: It says that “the procedures under 5 subsections (f) and (g) shall be exhausted prior to bringing suit,” but says nothing about 6 subsection (i), where the “[r]ight to bring a civil action” under the IDEA is found.4 Id. 7 § 1415(l) (emphasis added); § 1415(i)(2)(A). 8 PUSD puts forth no case, and the Court finds none, in which a court found that a 9 simultaneous claims for judicial review of an OAH decision and denial of FAPE under 20 10 U.S.C. § 1415(i)(2) constituted a failure to exhaust administrative remedies under 20 11 U.S.C. § 1415(l) of the IDEA. As such, PUSD’s motion is denied as to this claim.5 12 B. Dismissal of State-Law Claims (Claims III–V) 13 1. Compliance with the Government Tort Claims Act 14 Under the California Government Tort Claims Act (CTCA), a plaintiff may not 15 bring a suit for “money or damages” against a public entity or public employee until a 16 written claim has been presented to the entity and the claim either has been acted upon or 17 is deemed to have been rejected. Cal. Gov’t Code §§ 905, 910, 945.4, 950.6; Santa Ana 18 Police Officers Ass’n v. City of Santa Ana, 723 F. App’x 399, 401 (9th Cir. 2018); see also 19 Ramachandran v. City of Los Altos, 359 F. Supp. 3d 801, 816 (N.D. Cal. 2019). This 20 requirement applies equally to contract claims, not just tort claims. Hart v. Alameda 21 County, 76 Cal. App. 4th 766, 778 (1999). Upon bringing a claim, a plaintiff must “allege 22 facts demonstrating or excusing compliance with the claim presentation requirements.” 23

24 4 In fact, the Court is not convinced that Plaintiffs’ claims for reversal of the OAH’s decision 25 (claim I) and denial of FAPE (claim II) represent separate causes of action under the IDEA at all, though they are styled as such in the Complaint. Cf. Martinez v. Newsom, 46 F.4th 965, 973 (9th 26 Cir. 2022); A. A. P. v. Sierra Plumas Joint Unified Sch. Dist., 19-cv-882, 2021 WL 847812, at *5 (E.D. Cal. Mar. 5, 2021). 27 5 PUSD’s motion also seems to argue in passing that the Court should dismiss on Younger abstention grounds. PUSD Mot. at 5. Plaintiffs argue that Younger is inapplicable in this context, 1 Butler v. Los Angeles County, 617 F. Supp. 2d 994, 1001 (C.D. Cal. 2008) (quoting State 2 of California v. Superior Ct. (Bodde), 32 Cal.4th 1234, 1243 (2002)). Because the claim 3 presentation requirement is understood by California courts to be a “substantive 4 limitation,” pleading compliance is a required to state a claim. Bodde, 32 Cal.4th at 1240– 5 41. 6 The Complaint alleges that “[o]n January 24, 2022, pursuant to California’s Tort 7 Claims Act, Plaintiffs filed a Notice of Government Claim with PUSD and CCCOE for 8 fraud, contract violations, and breach of the covenant of good faith and fair dealing 9 pertaining to the March 2021 Settlement Agreement.” Compl. ¶ 82 (emphasis omitted). In 10 its motion to dismiss, Defendants argue that the Complaint has not complied with the 11 CTCA’s claim presentation requirements because it fails to allege whether and when the 12 claim was “acted upon . . . or . . . deemed to have been rejected.” Cal. Gov’t Code § 945.4; 13 CCCOE Mot. at 7–8; see also PUSD Mot. at 8–9. In their opposition, Plaintiffs respond 14 by attaching what appears to be a formal notice of rejection of claim from CCCOE, sent on 15 March 7, 2022. Opp’n to CCCOE (dkt. 27) at 5; id. Ex. A. Plaintiffs further argue that 16 “[t]he County knows, or should know, that it issued a rejection of the claim,” and thus 17 pleading the rejection is not required. Id. at 5. Defendants do not dispute the authenticity 18 of the notice of rejection attached to Plaintiffs’ opposition; they instead reiterate that the 19 Complaint fails to properly allege compliance with the CTCA. CCCOE Reply (dkt. 31) at 20 2; PUSD Reply (dkt. 32) at 3–4. 21 The Court agrees with Defendants that an allegation that the claim was acted upon 22 is required to plead compliance with the CTCA. The statutory scheme is clear that a claim 23 must be “rejected” or otherwise “acted upon” for a plaintiff to be able to assert the claim in 24 court, and whether and how such a claim is rejected affects other requirements, including 25 time limitations. Cal. Gov’t Code § 945.4; see also id. § 945.6 (providing that where 26 written notice of rejection is provided, a suit must be commenced within six months of 27 delivery of the notice). And because the claim presentation requirement is substantive 1 Bodde, 32 Cal.4th at 1240–41. 2 Plaintiffs’ argument—that because CCCOE “knows, or should know, that it issued 3 a rejection of the claim,” it need not plead that rejection—is unpersuasive. The California 4 Supreme Court dismissed a similar argument in City of San Jose v. Superior Court, where 5 the plaintiffs in that case argued that, because “the city had been provided with notice and 6 information regarding the rights asserted against it,” strict compliance with the claim 7 presentation requirement was unnecessary. 12 Cal.3d 447, 455 (1974). The court 8 disagreed: “It is well-settled that claims statutes must be satisfied even in face of the public 9 entity’s actual knowledge of the circumstances surrounding the claim. Such knowledge— 10 standing alone—constitutes neither substantial compliance nor basis for estoppel.” Id. 11 City of San Jose should be applied with equal force here, as pleading that the claim was 12 “acted upon” is a required element of the statute, see Cal. Gov’t Code § 945.4, and the 13 County’s “actual knowledge of the circumstances surrounding” the rejection of the claim 14 does not render these requirements satisfied. 12 Cal.3d at 455. 15 Thus, both motions to dismiss Plaintiffs’ state law claims for breach of contract, 16 breach of the implied covenant of good faith and fair dealing, and fraud are granted with 17 leave to amend to allege compliance with the claim presentation requirements of the 18 CTCA. 19 Because the Court dismisses Plaintiffs’ state-law claims on the basis of Defendants’ 20 CTCA argument, the Court declines to address many of their other arguments for 21 dismissal. However, to simplify the issues upon amendment, the Court also addresses 22 CCCOE’s argument that the Plaintiffs cannot bring claims based in contract against the 23 Individual Defendants, as they are not parties to the March 2021 Settlement Agreement. 24 2. Claims Based in Contract Against Individual Defendants 25 Plaintiffs bring their claims based in contract—for breach of contract and breach of 26 the implied covenant of good faith and fair dealing—against the Individual Defendants as 27 well as the Entity Defendants. Compl. at 23, 25. CCCOE argues that these claims must be 1 parties to the contract at issue, the March 2021 Settlement Agreement. CCCOE Mot. at 9, 2 11. Plaintiffs respond that, as agents signing on behalf of, and otherwise representing, 3 their employer, Individual Defendants are parties to the contract. Opp’n to CCCOE at 9– 4 10. 5 Plaintiffs are incorrect: It is a basic principle of agency law that agents, signing 6 contracts on behalf of their employers, are not liable for breaches of those contracts. See 3 7 Witkin Summary of California Law, Agency & Employment § 207 (11th ed. 2022) 8 (“Normally, the agent will not be liable on a written contract made in the name of the 9 principal.”); Restatement (Third) of Agency § 6.01 (Am. L. Inst. 2006) (stating the “basic 10 principle that when an agent enters into a contract on behalf of a disclosed principal, the 11 principal and the third party are parties to the contract” and that “[a]n agent does not 12 become a party to a contract made on behalf of a disclosed principal unless the agent and 13 the third party so agree”); In re Boon Glob. Ltd., 923 F.3d 643, 651 (9th Cir. 2019) (“A 14 corporate officer does not become a party to the contract simply by ‘signing it in the 15 officer’s representative capacity.’” (quoting Restatement (Third) of Agency § 6.01)); Area 16 51 Prods., Inc. v. City of Alameda, 20 Cal. App. 5th 581, 603 (2018) (“We see no basis in 17 law for imposing breach of contract liability on a stranger to this alleged contract under an 18 agency theory . . . .”). This principle applies equally to breaches of the implied covenant 19 of good faith and fair dealing, where the existence of a valid contract between the parties is 20 a required element. See, e.g., Hewlett-Packard Co. v. Oracle Corp., 65 Cal. App. 5th 506, 21 554 (2021). To overcome the governing rule and make an agent liable on the contract as a 22 principal, a plaintiff must demonstrate both that (1) the agent lacked the authority to enter 23 into the contract on behalf of the principal, and (2) the agent did so in bad faith. See 24 Witkin, supra; Area 51, 20 Cal. App. 5th at 603 n.13. 25 Plaintiffs have plainly not met this standard. First, only Defendants Mackey and 26 Diolazo signed the contract on behalf of CCCOE and PUSD, respectively; Plaintiffs do not 27 allege that any other Individual Defendant did so, and the contract itself does not provide 1 does the contract itself say anything about making Defendants Mackey, Diolazo, or any 2 other employees parties to the contract; it in fact indicates the opposite. See id. Ex. 2 at 1 3 (“No other parties, agencies, individuals, or entities are governed by the terms of this 4 Agreement unless set forth below.”). Further, the Complaint does not allege that 5 Defendants Mackey and Diolazo entered into the contract without the authority to do so, or 6 that they signed with knowledge that they lacked that authority, as required to impute 7 liability to them as agents. See Compl. ¶¶ 47–48. Plaintiffs may point to the allegation 8 that the Individual Defendants “contributed in perpetrating the fraud in inducing Plaintiffs 9 to enter into the settlement agreement that ended their cases against Defendants,” Compl. 10 ¶ 140, but while such an allegation may go to bad faith on the part of CCCOE and PUSD 11 as parties to the contract, it does not demonstrate Defendants Mackey and Diolazo 12 represented that they had the authority to sign the contract on behalf of CCCOE and PUSD 13 when they lacked it, or that they did so in bad faith. 14 The Court thus grants dismissal of the breach of contract and breach of implied 15 covenant of good faith and fair dealing claims as to the Individual Defendants on this 16 additional basis. This dismissal is without leave to amend with respect to Defendants 17 Haglund, Goeken, Rickard, Burger, and Scruggs, as they were not signatories to the March 18 2021 Settlement Agreement, and thus cannot be liable for its breach even as agents. This 19 dismissal is with leave to amend with respect to Defendants Mackey and Diolazo, but 20 Plaintiffs must, at minimum, plausibly plead lack of authority and bad faith to impute 21 liability to them as agents for breach of the March 2021 Settlement Agreement. 22 C. Motion for a More Definite Statement 23 Defendants move in the alternative for a more definite statement under Federal Rule 24 of Civil Procedure 12(e). As explained below, this motion is denied as to Plaintiffs’ claims 25 for judicial review under the IDEA and denial of FAPE, denied as moot as to Plaintiffs’ 26 state-law claims for breach of contract, breach of the covenant of good faith and fair 27 dealing, and fraud, but granted as to Plaintiffs’ claim for a “Declaration Against 1 With respect to Plaintiffs’ claims under 20 U.S.C. § 1415 for judicial review under 2 the IDEA and denial of FAPE, the Court finds that Plaintiffs have presented sufficient 3 facts to allow the defendants to respond, as evidenced by PUSD’s exhaustion argument. 4 See PUSD Mot. at 6–7. And because the Court dismisses Plaintiffs’ state-law claims for 5 breach of contract, breach of the implied covenant of good faith and fair dealing, and 6 fraud, the Court denies as moot this motion with respect to those claims. 7 Plaintiffs’ sixth claim, for a “Declaration Against Individuals,” is another matter. 8 Plaintiffs do not clarify the source of law underpinning this claim, and this omission has 9 caused confusion in the parties’ briefing. For example, CCCOE’s motion states that the 10 cause of action is “confusing” because it “appears to be a prayer for relief,” but argues that, 11 such that it is a claim for Declaratory Relief under state law, the claim fails. CCCOE Mot. 12 at 14. Plaintiffs’ opposition does not clarify matters, making arguments regarding both 13 Declaratory Relief under California law and the federal Declaratory Judgment Act. Opp’n 14 to CCCOE at 16–17. 15 Such a situation fits neatly into Rule 12(e)’s ambit. CCCOE does not seek 16 additional factual details, but to effectively respond to the Complaint. This is not possible 17 where the complaint is vague as to the source of law underpinning its claims. See, 18 e.g., Isgar v. City of Bakersfield, 18-cv-433, 2018 WL 4944871, at *8 (E.D. Cal. Oct. 11, 19 2018) (“This is not a situation where a defendant is attempting to force a plaintiff to 20 provide more details . . . [but] where the cause of action itself is unclear.”); see also 21 Crespin v. City of Espanola, 11-cv-913, 2012 WL 592880, at *3 (D.N.M. Feb. 10, 2012) 22 (“The Court is unable to determine from the face of the Complaint which of Crespin’s 23 claims are based on federal law, which are based on state law, and which are based on 24 both.”). 25 Accordingly, Defendants’ motions for a more definite statement are granted as to 26 Plaintiffs’ sixth claim for a “Declaration Against Individuals,” and denied as to all other 27 claims. IV. CONCLUSION For the foregoing reasons, the Court DENIES PUSD’s motion to dismiss Plaintiffs’ 2 claim for denial of FAPE (claim II). The Court GRANTS Defendants’ motions to dismiss 3 Plaintiffs’ claims for breach of contract (claim II), breach of the implied covenant of good 4 faith and fair dealing (claim IV), and fraud (claim V). The Court GRANTS Plaintiffs leave 5 to amend their Complaint with respect to these claims, except it DENIES leave to amend 6 claim III and claim IV to the extent Plaintiffs seek to bring those claims against Individual 7 Defendants Haglund, Goeken, Rickard, Burger, and Scruggs. The Court further GRANTS 8 Defendants’ motions for a more definite statement as to Plaintiffs’ claim for a “Declaration 9 Against Individuals” (claim VI) and DENIES Defendants’ motions for a more definite 10 statement as to all other claims. Plaintiffs may file an amended complaint within 21 days 11 of this order. 12 IT ISSO ORDERED. 13 EZ —> 8 Dated: October 28, 2022 CHARLES R. BREYER United States District Judge 15

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