Filed 8/14/26 Build Solutions v. HLW International CA2/8
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS
California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions
not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion
has not been certified for publication or ordered published for purposes of rule 8.1115.
IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
SECOND APPELLATE DISTRICT
DIVISION EIGHT
BUILD SOLUTIONS, B338415
Plaintiff and Appellant, Los Angeles County
Super. Ct. No. 23STCV25323
v.
HLW INTERNATIONAL LLP,
Defendant and Respondent.
APPEAL from a judgment of the Superior Court of Los
Angeles County, Christopher K. Lui, Judge. Affirmed.
Tamborelli Law Group and John V. Tamborelli for Plaintiff
and Appellant.
Collins + Collins, Christian E. Bredeson and Shanna E.
Burkholder for Defendant and Respondent.
_______________________
MEMORANDUM OPINION
Appellant Build Solutions contends the trial court erred in
denying leave to amend when it sustained demurrers to its First
Amended Complaint against HLW International LLP. We find
this matter appropriate for disposition by a memorandum opinion
in accordance with the California Standards of Judicial
Administration, section 8.1. (See People v. Garcia (2002)
97 Cal.App.4th 847, 850–855 [use of memorandum opinions].)
When a demurrer is sustained without leave to amend, the
reviewing court “decide[s] whether there is a reasonable
possibility the plaintiff could cure the defect with an amendment.
[Citation.] If we find that an amendment could cure the defect,
we conclude that the trial court abused its discretion and we
reverse; if not, no abuse of discretion has occurred. [Citation.]
The plaintiff has the burden of proving that an amendment
would cure the defect.” (Schifando v. City of Los Angeles (2003)
31 Cal.4th 1074, 1081.) The plaintiff must “ ‘show in what
manner [they] can amend [their] complaint and how that
amendment will change the legal effect of [their] pleading.’ ”
(Paterno v. State of California (1999) 74 Cal.App.4th 68, 110
(Paterno).) “ ‘The assertion of an abstract right to amend does
not satisfy this burden. [Citation.] The plaintiff must clearly and
specifically set forth the “applicable substantive law” [citation]
and the legal basis for amendment, i.e., the elements of the cause
of action and authority for it. Further, the plaintiff must set
forth factual allegations that sufficiently state all required
elements of that cause of action. . . . Where the appellant offers
no allegations to support the possibility of amendment and no
legal authority showing the viability of new causes of action,
there is no basis for finding the trial court abused its discretion
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when it sustained the demurrer without leave to amend.’ ”
(Rosen v. St. Joseph Hospital of Orange County (2011)
193 Cal.App.4th 453, 458.)
On appeal, counsel’s task is not “merely to ‘simply change
the trial points and authorities into an appellate format,’ ” and an
appellate brief should not “rehash” the arguments made below.
(In re Marriage of Shaban (2001) 88 Cal.App.4th 398, 410.) “The
appellate practitioner who takes trial level points and authorities
and, without reconsideration or additional research, merely
shovels them in to an appellate brief, is producing a substandard
product.” (Ibid.) It is important for “attorneys who use material
from trial memoranda to take care in adapting the material to
the altered focus of appellate review. Points that are irrelevant
to the appeal should be omitted. Subsequent pertinent legal
authorities should be addressed. Arguments should be tailored
according to the applicable standard of appellate review.”
(Sebago, Inc. v. City of Alameda (1989) 211 Cal.App.3d 1372,
1387–1388, fn. omitted.)
Appellant has failed to present argument tailored to the
standard of review that articulates specific ways it can amend the
complaint and how those amendments would change the legal
effect of the pleading. Instead, appellant recycles its trial court
materials, copying page after page from the record below and
then appending conclusory assertions that the trial court erred.
Approximately 17 pages of the 27-page opening brief consist of
material quoted from the trial court record. Appellant’s
Introduction block-quotes multiple pages from its opposition to
the demurrer, followed by a verbatim presentation of all but one
paragraph of its oral argument at the demurrer hearing. Then,
in its Argument section, appellant states, “As outlined above in
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the Introduction and without repeating them herein again, all
the additional facts that were provided to the court in the
opposition to the Demurrer and during oral argument” warranted
granting leave to amend. This cursory presentation fails to
demonstrate how appellant can amend its complaint and how
that amendment would change the legal effect of its pleading.
(See Paterno, supra, 74 Cal.App.4th at p. 110.)
Next, appellant sets forth general principles of law relating
to leave to amend, states it may show how the complaint can be
amended for the first time on appeal, notes a similar rule applies
to amendments disregarded under the sham pleading doctrine,
and then announces, “Appellant satisfied all these requirements
at the trial court level on the record.” This conclusory statement
is followed not by argument but by a citation to multiple pages of
appellant’s written opposition to the demurrers and to nearly all
of its oral argument at the demurrer hearing. This is tantamount
to incorporating trial court documents by reference, which is
impermissible. (Soukup v. Law Offices of Herbert Hafif (2006)
39 Cal.4th 260, 294, fn. 20.) We disregard arguments not
included in the opening brief. (Cox v. Bonni (2018)
30 Cal.App.5th 287, 307, fn. 6.)
Appellant’s final argument consists of the following
statement, “Also Appellant addressed how the First Amended
Complaint was properly plead in the opposition. Aside from what
the court found it was argued:” followed by nearly five pages
copied directly from its opposition to the demurrers in the trial
court. This cut-and-paste job provides no context, no explanation,
and no argument tailored to the standard of review on appeal,
nor does appellant explain how arguments that the claims were
properly pled are relevant to the correctness of denying leave to
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amend them. Appellant “apparently assum[es] this court will
construct a theory supportive” of its position, but that “is not our
role.” (People v. Stanley (1995) 10 Cal.4th 764, 793.) “One cannot
simply say the court erred, and leave it up to the appellate court
to figure out why.” (Niko v. Foreman (2006) 144 Cal.App.4th
344, 368.)
“[I]t is a fundamental principle of appellate procedure that
a trial court judgment is ordinarily presumed to be correct and
the burden is on an appellant to demonstrate, on the basis of the
record presented to the appellate court, that the trial court
committed an error that justifies reversal of the judgment.”
(Jameson v. Desta (2018) 5 Cal.5th 594, 608–609.) Appellant has
not carried its burden.
DISPOSITION
The judgment is affirmed. Respondent shall recover its
costs on appeal.
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS
STRATTON, P. J.
We concur:
VIRAMONTES, J. SCHERB, J.
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