Suppose a contract includes the following provisions:
Now, suppose that Founder is unhappy and sues the law firm for professional negligence and attaches a copy of the agreement to the complaint. Will the law firm be able to demur successfully to the complaint on the basis of the contractual "admissions"?
In Connelly v. Hayashi, 2013 Cal. App. Unpub. LEXIS 5201 (July 24, 2013), the Court of Appeal answered "not necessarily". While the usual rule in California is that facts in an exhibit to a complaint will trump contrary facts alleged in a complaint, this is not the case when the plaintiff alleges that exhibit had been procured by fraud.
Note that the opinion was not certified for publication. California Rules of Court, Rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b).