Vildosola

DISCUSSION

I

We review de novo an order sustaining a demurrer without leave to amend.

(Blank v. Kirwan (1985) 39 Cal.3d 311, 318.) The issue is whether, assuming the truth of

all well-pleaded facts and those subject to judicial notice, the complaint alleged facts

sufficient to state a cause of action. (Zelig v. County of Los Angeles (2002) 27 Cal.4th

1112, 1126.) We disregard contentions, deductions or conclusions of fact or law. (Ibid.)

"'Further, we give the complaint a reasonable interpretation, reading it as a whole and its

parts in their context. [Citation.] When a demurrer is sustained, we determine whether

Upon Countrywide's request, we have taken judicial notice of documents from the office of the New York State Department of State, Division of Corporations and the California Secretary of State. (Evid. Code, §§ 452, subd. (h) & 459, subd. (a).) These documents show that at all pertinent times Countrywide was a duly organized New York corporation doing business in California. 3 the complaint states facts sufficient to constitute a cause of action. [Citation.] And when

it is sustained without leave to amend, we decide whether there is a reasonable…