## Facts

- Panterra GP, Inc. was a California-licensed general contractor.
- A property owner/landlord (Rosedale) and a tenant (Movie Grill) planned a renovation project for a movie theater in Bakersfield, California.
- The written construction contract mistakenly identified Panterra Development Ltd., L.L.P. as the contractor, even though that entity was not licensed in California.
- Panterra GP was the general partner of Panterra Development and held the contractor’s license.
- The parties allegedly intended and understood that Panterra GP would serve as the general contractor, and Panterra GP allegedly performed the remodeling work.
- Permit applications and building permits for the project allegedly identified Panterra GP as the contractor.
- Panterra GP sued to recover more than $2.6 million for work allegedly performed on the project.

## Issues

1. Whether Business and Professions Code § 7031(a) barred Panterra GP’s compensation claims because the written contract named an unlicensed entity as the contractor.
2. Whether the trial court could treat the contract’s misidentification as dispositive on demurrer, effectively rejecting allegations that Panterra GP was the intended and actual contractor.
3. Whether resolving which entity was the “true contractor” required factfinding improper at the pleading stage.

## Decision

- The Court of Appeal granted the writ petition.
- The court directed the trial court to vacate the order sustaining the demurrer without leave to amend and to enter a new order overruling the demurrer.
- The court held § 7031(a) did not apply to Panterra GP’s claims as pleaded because Panterra GP alleged it was duly licensed at all relevant times.
- The court held defendants’ argument that an unlicensed affiliate was the “true contractor” raised factual disputes that could not be decided on demurrer.

## Legal Principles

- On demurrer, courts accept as true well-pleaded factual allegations and do not resolve factual disputes or weigh competing inferences.
- Business and Professions Code § 7031(a) bars suits for compensation by contractors who were not duly licensed at all times during performance of work requiring a license.
- When a plaintiff alleges it was duly licensed and actually performed the work, § 7031(a) is not triggered merely because a written contract mistakenly names a different, unlicensed entity.
- A demurrer cannot be used as a vehicle to decide contested questions about the contracting party’s identity when the complaint plausibly alleges a licensed entity performed the work.

## Conclusion

The court allowed the action to proceed because the complaint alleged the plaintiff was licensed and performed the work, making § 7031(a) inapplicable on the pleadings despite a contract misnaming an unlicensed affiliate, and because the defendants’ contrary narrative required factual resolution beyond demurrer review.


Panterra GP, Inc. v. Superior Court, 74 Cal. App. 5th 697, 289 Cal. Rptr. 3d 743 (Cal. Ct. App. 2022)