Phx. Mech. Pipeline, Inc. v. Space Exploration Techs. Corp.
Phx. Mech. Pipeline, Inc. v. Space Exploration Techs. Corp.
Opinion of the Court
*844Plaintiff and appellant Phoenix Mechanical Pipeline, Inc. (Phoenix Pipeline), appeals from a judgment entered after the trial court sustained the demurrer of defendant and respondent Space Exploration Technologies Corp. (SpaceX) without leave to amend. The trial court found that Phoenix Pipeline could not pursue its claims for payment for construction and related services against SpaceX because Phoenix Pipeline failed to allege that it had a contractor's license. After several attempts to cure this defect, the trial court concluded that Phoenix Pipeline could not amend to comply with the licensing requirement, and therefore sustained SpaceX's demurrer to Phoenix Pipeline's second amended complaint (SAC) without leave to amend.
Business and Professions Code section 7031, subdivision (a) requires a contractor's license to maintain an action for compensation for services for which a contractor's license is necessary.
With one exception, we conclude that each of these arguments is precluded either by settled law or by Phoenix Pipeline's own previous allegations. In light of the liberal pleading standards applicable to this stage of the litigation, *845we find that Phoenix Pipeline adequately alleged in its SAC that some of the services it provided did not require a contractor's license. We therefore reverse in part and remand to provide the opportunity for Phoenix Pipeline to amend its complaint to allege claims for noncontractor services only.
BACKGROUND
Phoenix Pipeline filed its initial complaint on December 29, 2014, asserting claims for breach of contract and breach of the duty of good faith and fair dealing; common counts; intentional and negligent misrepresentation; and unfair business practices. The complaint alleged that in 2010 SpaceX requested that Phoenix Pipeline provide a variety of services, including "plumbing, general maintenance and repair, concrete removal and pouring, trash clean-up and disposal, demolition, car washing, electrical, excavation and installation," all of which the complaint characterized as "Subcontracting Services." The complaint alleged that Phoenix Pipeline provided SpaceX with invoices detailing the services that it provided, and that each such invoice constituted "an individual agreement between [SpaceX and Phoenix Pipeline]."
*778Phoenix Pipeline alleged that SpaceX paid for its services from 2010 to October 2013, but failed to pay for services performed between October 2013 and August 2014. Phoenix Pipeline claimed that "[o]n or about August 15, 2014, [SpaceX] informed [Phoenix Pipeline] that their services were no longer required and requested [Phoenix Pipeline] to leave [SpaceX's] premises." Phoenix Pipeline claimed that SpaceX owed $1,037,045.66 for the services it provided. The complaint did not allege that Phoenix Pipeline was a licensed contractor.
SpaceX demurred on the ground that Phoenix Pipeline was not licensed. Rather than oppose the demurrer, Phoenix Pipeline elected to file an amended complaint.
Phoenix Pipeline's first amended complaint (FAC) contained essentially the same factual allegations as its initial complaint, but added the allegation that Harold Hill, whom Phoenix Pipeline characterized as the "Responsible Managing Employee" for Phoenix, "oversaw all services that [Phoenix Pipeline] provided to any contractors, companies, or institutions, including [SpaceX]." The FAC alleged that Hill was the owner of another entity, Phoenix Mechanical Plumbing, Inc. (Phoenix Plumbing), and that he held a California contractor's license, No. 670382. The FAC alleged that Hill "supervised the Subcontracting Services that [Phoenix Pipeline] provided [SpaceX] for the duration of their relationship." Phoenix Pipeline attached a copy of contractor's license No. 670382 to the FAC. The copy showed that the license had been issued to Phoenix Plumbing.
*846SpaceX filed another demurrer arguing that the license issued to Phoenix Plumbing was not sufficient to satisfy the requirements of section 7031. On July 13, 2015, the trial court sustained the demurrer with leave to amend.
Phoenix Pipeline filed its SAC on July 23, 2015. The SAC made two changes to the allegations in the FAC. First, it relabeled Hill as a "responsible manager officer" rather than as the "Responsible Managing Employee" and expanded the description of his role. The SAC alleged that Hill "supervised construction related services, managed construction activities by making technical and administrative decisions, checked jobs for proper workmanship, and directly supervised construction job sites." Second, the SAC distinguished between alleged construction related services, which it categorized as "Subcontracting Services," and alleged nonconstruction related services, which it labeled as "Non-Contracting Services." The SAC claimed that no valid contractor's license was required for the Non-Contracting Services.
SpaceX again demurred. Phoenix Pipeline opposed the demurrer, and in the alternative requested 30 days leave to file a third amended complaint. Phoenix Pipeline's opposition did not explain how it proposed to amend the SAC. The trial court sustained the demurrer without leave to amend and entered judgment against Phoenix Pipeline on October 21, 2015.
DISCUSSION
1. Standard of Review
An order sustaining a demurrer is reviewed de novo to determine whether the complaint states a cause of action as a matter of law. (Lazar v. Hertz Corp. (1999)
When a trial court sustains a demurrer without leave to amend, the court's decision not to permit further amendment is reviewed for abuse of discretion. (Code Civ. Proc., § 472c, subd. (a) ;
*847Ellenberger v. Espinosa (1994)
2. Phoenix Pipeline's SAC Fails to State a Claim for Construction Related Services Because It Does Not Allege that Phoenix Pipeline is a Licensed Contractor
Section 7031, subdivision (a) provides that, with identified exceptions not relevant here: "[N]o person engaged in the business or acting in the capacity of a contractor, may bring or maintain any action, or recover in law or equity in any action, in any court of this state for the collection of compensation for the performance of any act or contract where a license is required by this chapter without alleging that he or she was a duly licensed contractor at all times during the performance of that act or contract regardless of the merits of the cause of action brought by the person." Under section 7025, subdivision (b), " 'Person' " includes a corporation.
The purpose of this section is to "protect the public from incompetence and dishonesty in those who provide building and construction services." (Hydrotech Systems, Ltd. v. Oasis Waterpark (1991)
Our Supreme Court has explained that, in light of the "strength and clarity" of this purpose, "section 7031 applies despite injustice to the unlicensed contractor. 'Section 7031 represents a legislative determination that the importance of deterring unlicensed persons from engaging in the contracting business outweighs any harshness between the parties , and that such deterrence can best be realized by denying violators the right to maintain any action for compensation in the courts of this state.' " (Hydrotech, supra, 52 Cal.3d at p. 995,
Because Phoenix Pipeline did not allege that it was licensed, section 7031 precludes its claims for work that required a license. None of the arguments that Phoenix Pipeline makes to escape the effect of section 7031 can avoid this result, however harsh.
a. Phoenix Pipeline may not rely upon a license issued to another
Phoenix Pipeline argues that it did not need its own license to maintain its action, as its alleged "Responsible Manager Officer," Hill, was licensed and supervised all the services that Phoenix Pipeline provided.
Section 7031 precludes any unlicensed "person" from maintaining an action for contracting services. Consistent with this provision, the court in Lewis & Queen rejected the argument that the partnership that entered into the contract at issue and filed the action did not need a license because one of its partners had an individual license. The court held that "[t]he 'person' that did the contracting work, and was required by section 7028 to have a license ... was the partnership of Lewis and Queen, and it had no license." (Lewis & Queen, supra, 48 Cal.2d at p. 149,
*849WSS Industrial Construction, Inc. v. Great West Contractors, Inc. (2008)
Similarly, in Opp v. St. Paul Fire & Marine Ins. Co. (2007)
Thus, the allegation that Phoenix Pipeline's responsible manager officer was licensed is not sufficient to permit Phoenix Pipeline to sue for work that it contracted to perform. Phoenix Pipeline was the contracting entity and the entity that filed suit. Its inability to allege that it was licensed is fatal to its claims for compensation for work that required a license.
b. Section 7031 is not limited to contracts with unsophisticated persons or homeowners
Phoenix Pipeline argues that it does not need a contractor's license to sue SpaceX because the "underlying purpose" of section 7031 is to "protect unsuspecting homeowners and not meant to shield sophisticated corporate entities." The contention is not supported by the language of section 7031 or by decisions applying that section.
Nothing in section 7031 either limits its application to a particular class of homeowners or excludes protection of "sophisticated" persons.
*850(Hydrotech, supra, 52 Cal.3d at p. 995,
The holdings in Hydrotech and in numerous other cases contradict Phoenix Pipeline's assertion that California courts have only "exacted [the] severe prohibition" in section 7031"in contractor-homeowner relationships." For example, in Lewis & Queen , our Supreme Court applied section 7031 to a suit by a subcontractor against a contractor on a contract for construction of a roadway, noting that "[t]he class protected by the statute includes those who deal with a person required by the statute to have a license." (Lewis & Queen , supra , 48 Cal.2d at pp. 145, 153,
None of the cases that Phoenix Pipeline cites supports its position. Phoenix Pipeline cites Matchett v. Gould (1955)
In Gatti v. Highland Park Builders, Inc. (1946)
In Citizens State Bank v. Gentry (1937)
There is no basis to read into section 7031 the limitation that Phoenix Pipeline suggests. Phoenix Pipeline's claim that SpaceX is a sophisticated corporate entity is therefore irrelevant to Phoenix Pipeline's obligation to show that it was licensed.
3. Phoenix Pipeline Adequately Alleged that It Provided Some Services for Which No Contractor License Was Necessary
In a brief argument, Phoenix Pipeline asserts that some of the tasks that it performed were "non-construction related services" and therefore did not require a contractor's license. These tasks, which the SAC labels as "Non-Contracting Services," allegedly included work such as "general maintenance and repair, trash clean-up, hauling, and disposal, and car washing." The SAC distinguishes these services from "construction related services," which it alleges included "plumbing, concrete pouring/removal, excavation, demolition, and electrical."
Phoenix Pipeline's argument raises several questions, including: (1) whether the tasks that Phoenix Pipeline groups in the category of "Non-Contracting Services" actually were nonconstruction related work for which no license was necessary, and (2) whether those tasks can be segregated from other work that Phoenix Pipeline *783performed that admittedly did require a license. Phoenix Pipeline does not attempt to answer these questions with any analysis or citation to authority. Nevertheless, on review of an order sustaining a demurrer we liberally construe the allegations of the complaint "to attain substantial justice." (Scientific Cages, Inc. v. Banks (1978)
The scope of the tasks that section 7026 identifies is broad.
We do not attempt to resolve whether Phoenix Pipeline has appropriately identified the tasks that did not require a contractor's license.
This leads to the second question as to whether that work can be severed from tasks that admittedly did require a contractor's license. Several cases have held that specific tasks that do not require a license may not be carved out of a single contract where those tasks are " 'part of an integrated whole.' " (WSS, supra, 162 Cal.App.4th at p. 593,
However, we are guided again by the standards applicable to reviewing an order sustaining a demurrer. We must accept as true all facts pleaded in the complaint. (Tameny v. Atlantic Richfield Co. (1980)
Thus, Phoenix Pipeline has not alleged one contract, but rather a series of agreements for each separate task that it was asked to perform. It may therefore seek compensation under those alleged agreements that apply to tasks for which no license was required.
SpaceX argues that Phoenix Pipeline's argument concerning noncontractor services is precluded by the allegations in the first two versions of its complaint. Those two versions labeled all of the services that Phoenix Pipeline provided as "Subcontracting Services" without distinguishing between those services that required a contractor's license and those that allegedly did not. SpaceX characterizes this label as an "admission" that all *854the services Phoenix Pipeline performed for SpaceX "were subcontracting services."
We do not find a fatal inconsistency between the use of the label "Subcontracting Services" in prior complaints and the later allegation that some of those services did not require a contractor's license. The factual allegations identifying the particular services that Phoenix Pipeline provided did not change materially; Phoenix Pipeline simply added the allegation that some of those services required a license and some did not. Moreover, the label "Subcontracting Services" does not necessarily imply that all the services included in that category required a contractor's license. "Subcontracting" as used in that label could simply refer to services that were covered by a contract rather than to services that could be performed only by a "contractor" as defined in section 7026.
*785Construing the allegations liberally, we conclude that Phoenix Pipeline was not precluded from alleging in its SAC that it entered into some agreements with SpaceX for services that did not require a license.
We offer no view as to whether the facts will ultimately support the allegation that Phoenix Pipeline's work was governed by separate agreements for each task, or its claim that some of those tasks required no contractor's license. At this stage of the case, we hold only that Phoenix Pipeline has adequately alleged particular agreements to perform work that did not require a contractor's license. Section 7031 does not bar an action for compensation for such work.
4. The Trial Court Acted Within Its Discretion in Declining to Permit an Amendment Alleging that Phoenix Pipeline Was an Employee
For the first time on appeal, Phoenix Pipeline argues that it could amend its SAC to allege that it was an employee rather than a contractor. We need not consider whether this theory is legally viable, as it is inconsistent with Phoenix Pipeline's own allegations.
As mentioned, each version of Phoenix Pipeline's complaint, including its SAC, alleged that Phoenix Pipeline entered into a series of individual agreements with SpaceX to perform particular services. Phoenix Pipeline alleged that each of its invoices memorialized the services that Phoenix Pipeline performed under these agreements. Each of the invoices attached to the complaints stated that it was from Phoenix Pipeline and billed to SpaceX. Thus, Phoenix Pipeline has consistently characterized itself as a contractor and it cannot rely upon the possibility of new, inconsistent allegations to save its claim. (See Owens, supra, 198 Cal.App.3d at pp. 383-384,
*855DISPOSITION
The judgment is reversed, and the case is remanded to permit further pleading consistent with this opinion. Each party is to bear its own costs on appeal.
We concur:
ROTHSCHILD, P.J.
CHANEY, J.
Subsequent undesignated statutory references are to the Business and Professions Code.
From Phoenix Pipeline's FAC, it appears that the license was actually issued to another entity allegedly owned by Hill, Phoenix Plumbing. However, the ambiguity is irrelevant, as Phoenix Pipeline may not rely on the license to avoid the consequences of section 7031 whether the license was held by Hill or some other entity.
Section 7029 even requires that two licensed partners who engage in a joint venture obtain a separate license for the joint venture. Section 7031 provides for an exception to the requirement of a license to bring suit when contractors are "each individually licensed under this chapter but who fail to comply with Section 7029." But this express exception, which obviously does not apply here, simply serves to reinforce the Legislature's intention that the "person" that files suit-whether an individual or an entity-must have a license to maintain the action unless a statutory exception exists. (See also § 7075.1, subd. (a) ["No license, regardless of type or classification, shall be transferable to any other person or entity under any circumstances"].)
The vagueness of such a supposed class reinforces the conclusion that the Legislature would not have intended such a limitation without definition. Phoenix Pipeline's interpretation of section 7031 would create an unworkable standard. What should the courts do with a particularly sophisticated homeowner? How about an unsophisticated small business owner who hires a contractor for a commercial project?
Under section 7026, the capacity of "contractor" applies to persons who "construct, alter, repair, add to, subtract from, improve, move, wreck or demolish any building, highway, road, parking facility, railroad, excavation or other structure, project, development or improvement, or to do any part thereof, including the erection of scaffolding or other structures or works in connection therewith, or the cleaning of grounds or structures in connection therewith, or the preparation and removal of roadway construction zones, lane closures, flagging, or traffic diversions, or the installation, repair, maintenance, or calibration of monitoring equipment for underground storage tanks, and whether or not the performance of work herein described involves the addition to, or fabrication into, any structure, project, development or improvement herein described of any material or article of merchandise." Subsequent sections also elaborate upon the definition of a contractor in particular circumstances and with respect to particular license classifications. (See §§ 7026.1, 7026.2, 7026.3, 7055-7058.)
For example, section 7026 includes in the scope of a contractor's tasks the "cleaning of grounds or structures" in connection with construction. Phoenix Pipeline includes "trash clean up" in the category of Non-Contracting Services. We cannot tell from the SAC whether the "trash clean up" that Phoenix Pipeline performed falls within the scope of section 7026.
We therefore need not reach the issue whether there are any circumstances in which tasks performed pursuant to a single contract may be segregated between those that require a license and those that do not. (Compare Johnson v. Mattox (1968)
Case-law data current through December 31, 2025. Source: CourtListener bulk data.