The deceit cause of action alleged that Harris had misrepresented to the Sundquists that they “could refinance or modify immediately after obtaining the loan” and that Harris or Kennaugh had misrepresented “that the loan application prepared by Defendant correctly stated the [Sundquists’] income.” The civil conspiracy cause of action alleged that the various defendants “conspired and agreed to implement a scheme to defraud and victimize [the Sundquists] through the predatory lending practices and other unlawful conduct alleged herein.” The breach of fiduciary duty cause of action was based on the same two misrepresentations as the deceit cause of action, as well as Harris’s failure to disclose that Ella and Harris “received a financial benefit from the lender MISSION HILLS for convincing [the Sundquists] to sign the loans with their particular terms.” The negligence cause of action was likewise based on the origination of the loan.
8 The Sundquists’ allegation that Bank of America was “liable for all acts of MISSION HILLS based on successor liability law” is not an allegation of fact; rather, it is a conclusion of law. As such, we disregard it for purposes of assessing the sufficiency of the Sundquists’ complaint. (See Aubry v. Tri-City Hospital Dist., supra, 2 Cal.4th at p. 967.) That leaves the allegations that the bank “assumed all liabilities on the loan in its purchase of the loan from MISSION HILLS” and that the bank “assumed all liability of the original lender by the terms of which it succeeded to the Subject Loan.” Taken together, and giving them “a liberal construction with a view to substantial justice between the parties” (Miglierini v. Havemann (1966) 240 Cal.App.2d 570, 572), these allegations can be read to assert that pursuant to the specific terms under which Bank of America purchased the Sundquists’ loan from Mission Hills, Bank of America agreed to assume all liability to which Mission Hills was subject in connection with that loan. Such a broad assumption of liability would include tort liability arising from the conduct of Mission Hills and/or its agents in the origination of the loan.
In short, the allegations of the Sundquists’ complaint, sparse though they are, suffice to allege that Bank of America assumed any liability Mission Hills had with respect to the origination of the Sundquists’ loan. Accordingly, the demurrer to the first six causes of action was not properly sustained on this basis.
DISPOSITION The judgment of dismissal is reversed, and the case is remanded to the trial court with instructions to vacate its order sustaining the demurrer in its entirety without leave to amend and to enter a new order: (1) sustaining the demurrer to the causes of action for civil conspiracy, negligence, and wrongful foreclosure without leave to amend; (2) sustaining the demurrer to the cause of action for promissory estoppel with leave to amend; and (3) overruling the demurrer to the causes of action for deceit, breach of fiduciary duty, aiding and abetting a breach of fiduciary duty, and unfair competition. The Sundquists shall recover their costs on appeal. (Cal. Rules of Court, rule 8.278(a).)