Contract analysis

1. The UCL Claim fails to state facts sufficient to constitute a cause of action against AMA, in that the claim is entirely derivative of the first six causes of action — all of which arise under the California Labor Code — and alleges no independent unlawful, unfair, or fraudulent business practice that would support a standalone UCL claim. (Code Civ. Proc. § 430.10, subd. (e).)

2. Plaintiffs lack standing to bring the UCL Claim because they have not alleged with specificity that they suffered "injury in fact" and "lost money or property" as a result of any unfair business practice independent of the Labor Code violations alleged in the predicate causes of action. (Bus. & Prof. Code § 17204; Code Civ. Proc. § 430.10, subd. (e).)

3. The UCL Claim is uncertain and ambiguous in that it fails to specify whether it is brought under the "unlawful," "unfair," or "fraudulent" prong of section 17200 and fails to allege facts specific to any prong, thereby depriving AMA of fair notice of the theory or theories it must defend against. (Code Civ. Proc. § 430.10, subd. (f).) This Demurrer is based on this notice of motion, the attached Memorandum of Poin

I. THE UCL CLAIM FAILS TO STATE FACTS SUFFICIENT TO CONSTITUTE A CAUSE OF ACTION (CODE CIV. PROC. § 430.10, SUBD. (e)) A. The UCL Claim Is Entirely Derivative of the Labor Code Causes of Action and Adds Nothing to the Litigation A demurrer tests the legal sufficiency of the factual allegations in a complaint. (Blank v. Kirwan (1985) 39 Cal.3d 311, 318.) In evaluating a demurrer, the Court accepts as true all material

II. PLAINTIFFS LACK STANDING UNDER THE UCL (BUS. & PROF. CODE § 17204) Even if the UCL Claim were not deficient as a derivative pleading, it must be dismissed because Plaintiffs lack standing to pursue it. Following the passage of Proposition 64 in November 2004, the California electorate substantially restricted standing to bring private UCL actions. As amended by Proposition 64, Business and Professions Code sectio

III. THE UCL CLAIM IS UNCERTAIN AND AMBIGUOUS (CODE CIV. PROC. § 430.10, SUBD. (f)) Independently of the foregoing grounds, the UCL Claim is subject to demurrer under Code of Civil Procedure section 430.10, subdivision (f), because it is uncertain and ambiguous. A demurrer for uncertainty lies where a pleading is so unintelligible or ambiguous that the responding party cannot reasonably determine the issues to be add

IV. CONCLUSION AND PRAYER For the foregoing reasons, Defendant Aurelius Media Americas Inc. respectfully requests that this Court sustain the Demurrer to the Seventh Cause of Action for Unfair Business Practices under California Business and Professions Code section 17200 et seq. without leave to amend. The UCL Claim is entirely derivative of the Labor Code causes of action alleged in the first six causes of action o