This case was last updated from Los Angeles County Superior Courts on 07/04/2019 at 05:33:41 (UTC).

BABAK RAZI ET AL VS ALIREZA MAHDAVI ET AL

Case Summary

On 04/09/2015 BABAK RAZI filed a Contract - Other Contract lawsuit against ALIREZA MAHDAVI. This case was filed in Los Angeles County Superior Courts, Stanley Mosk Courthouse located in Los Angeles, California. The Judges overseeing this case are ERNEST HIROSHIGE and ROBERT L. HESS. The case status is Pending - Other Pending.

Case Details Parties Documents Dockets

 

Case Details

  • Case Number:

    ****8213

  • Filing Date:

    04/09/2015

  • Case Status:

    Pending - Other Pending

  • Case Type:

    Contract - Other Contract

  • Court:

    Los Angeles County Superior Courts

  • Courthouse:

    Stanley Mosk Courthouse

  • County, State:

    Los Angeles, California

Judge Details

Presiding Judges

ERNEST HIROSHIGE

ROBERT L. HESS

 

Party Details

Plaintiffs and Cross Defendants

ANVARI ERIC

HESHEJIN BEHNAM

HESHFAM TRUST THE

RAZI BABAK

SHARAFATIAN HAMID TRUSTEE

SHARAFATIAN HAMID

THE HESHFAM TRUST

ENZMANN DAVID

THE HESHFAM FAMILY TRUST

AMERICAN LOGISTICS ADVISORS LLC

BAGHERZADEN RAMIN

AMERICAN LOGISTICS INTERNATIONAL LLC

TEHRANIDAD MOHAMMAD K.

MAZKAT VENTURES LP

ENZMAN DAVID A.

MAHDAVI ALIREZA AKA AL MAHDAVI

Defendants and Cross Defendants

AMERICAN LOGISTICS ADVISORS LLC

BAGHERZADEN RAMIN

MAHDAVI AL

MAHDAVI ALIREZA

AMERICAN LOGISTICS INTERNATIONAL LLC

TEHRANIDAD MOHAMMAD K.

MAZKAT VENTURES LP

JANDAGHI AMIRALI

MAHDAVI ALIREZA AKA AL MAHDAVI

AMERICAN LOGISTICS INT'L. TRANS. LLC

Defendants, Respondents and Cross Defendants

MAHDAVI AL

AMERICAN LOGISTICS INTERNATIONAL LLC

Defendant and Cross Plaintiff

JANDAGHI AMIRALI

6 More Parties Available

Attorney/Law Firm Details

Plaintiff Attorneys

AFIFI LAW GROUP

ERIC ANVARI LAW OFFICES OF

AFIFI FARYAN ANDREW

Defendant and Respondent Attorneys

MARTIN E. JACOBS INC.

IRELL & MANELLA LLP

NAHAI LAW GROUP APC

LEONARD DICKER & SCHREIBER LLP

WOOD CARY L

NAHAI BEHZAD

Cross Plaintiff Attorney

KABAT JULES L.

Cross Defendant Attorney

WILSON JOHN D

 

Court Documents

PROOF OF SERVICE

1/8/2018: PROOF OF SERVICE

SUMMONS CROSS-COMPLAINT

2/13/2018: SUMMONS CROSS-COMPLAINT

Declaration

3/29/2019: Declaration

Minute Order

6/9/2015: Minute Order

CASE MANAGEMENT STATEMENT

10/13/2015: CASE MANAGEMENT STATEMENT

DEFENDANT AMIRALI JANDAGHI'S ANSWER TO PLAINTIFFS' SECOND AMENDED COMPLAINT

10/20/2015: DEFENDANT AMIRALI JANDAGHI'S ANSWER TO PLAINTIFFS' SECOND AMENDED COMPLAINT

REPLY TO DEFENDANT'S OPPOSITION TO DEMURRER BY PLAINTIFF TO DEFENDANT'S ANSWER

2/10/2016: REPLY TO DEFENDANT'S OPPOSITION TO DEMURRER BY PLAINTIFF TO DEFENDANT'S ANSWER

SUBSTITUTION OF ATTORNEY

2/26/2016: SUBSTITUTION OF ATTORNEY

AMENDED NOTICE OF JOINDER IN MOTION OF PLAINTIFF BABAK RAZI TO DISQUALIFY ATTORNEY MARTIN E. JACOBS

4/21/2016: AMENDED NOTICE OF JOINDER IN MOTION OF PLAINTIFF BABAK RAZI TO DISQUALIFY ATTORNEY MARTIN E. JACOBS

SUPPLEMENTAL LODGING OF EXHIBIT IN SUPPORT OF PLAINTIFFS BEHNAM HESHEJIN, THE HESHEJIN FAMILY TRUST AND ERIC ANVARI IN OPPOSITION TO MOTION TO QUASH,; ETC.

5/2/2016: SUPPLEMENTAL LODGING OF EXHIBIT IN SUPPORT OF PLAINTIFFS BEHNAM HESHEJIN, THE HESHEJIN FAMILY TRUST AND ERIC ANVARI IN OPPOSITION TO MOTION TO QUASH,; ETC.

NOTICE OF CONTINUANCE OF MOTIONS TO QUASH, LIMIT OR MODIFY DEPOSITION SUBPOENA TO CUSTODIAN OF RECORDS OF NON-PARTIES (1) AMERICAN LOGISTICS INTERNATIONAL FULFILLMENT LLC; ETC

5/20/2016: NOTICE OF CONTINUANCE OF MOTIONS TO QUASH, LIMIT OR MODIFY DEPOSITION SUBPOENA TO CUSTODIAN OF RECORDS OF NON-PARTIES (1) AMERICAN LOGISTICS INTERNATIONAL FULFILLMENT LLC; ETC

CASE MANAGEMENT STATEMENT

5/24/2016: CASE MANAGEMENT STATEMENT

JOINT DISCOVERY REPORT AND STIPULATION AND ORDER REGARDING DOCUMENTS TO BE PRODUCED BY NON-PARTIES

6/13/2016: JOINT DISCOVERY REPORT AND STIPULATION AND ORDER REGARDING DOCUMENTS TO BE PRODUCED BY NON-PARTIES

Minute Order

6/27/2016: Minute Order

NOTICE OF ERRATA AND AMENDED PROOF OF SERVICE FOR NOTICE OF ERRATA AND AMENDED PROOF OF SERVICE ON PLAINTIFF'S MOTION TO COMPEL FURTHER RESPONSES TO PRODUCTION REQUESTS SET NO.2 SERVED ON ALL

7/18/2016: NOTICE OF ERRATA AND AMENDED PROOF OF SERVICE FOR NOTICE OF ERRATA AND AMENDED PROOF OF SERVICE ON PLAINTIFF'S MOTION TO COMPEL FURTHER RESPONSES TO PRODUCTION REQUESTS SET NO.2 SERVED ON ALL

Minute Order

2/1/2017: Minute Order

CASE MANAGEMENT STATEMENT

7/12/2017: CASE MANAGEMENT STATEMENT

NOTICE OF ACTIONS TAKEN AT AND CONTINUANCE OF CASE MANAGEMENT CONFERENCE

7/25/2017: NOTICE OF ACTIONS TAKEN AT AND CONTINUANCE OF CASE MANAGEMENT CONFERENCE

249 More Documents Available

 

Docket Entries

  • 06/13/2019
  • at 08:30 AM in Department 24; Hearing on Motion for Summary Judgment - Held

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  • 06/13/2019
  • Notice of Ruling; Filed by Behnam Heshejin (Plaintiff); The Heshfam Family Trust (Plaintiff); Eric Anvari (Plaintiff) et al.

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  • 06/13/2019
  • Minute Order ( (Hearing on Motion for Summary Judgment)); Filed by Clerk

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  • 06/10/2019
  • Objection (Plaintiffs and Cross-Defendants Behnam Heshejin, The Heshfam Trust, David A. Enzmann, Trustee and Eric Anvari's Objections to Supplemental Declaration of Amirali Jandaghi Filed With Reply to Opposition to Defendants, Cross-Complainants and Cross-Defendan); Filed by Behnam Heshejin (Plaintiff); The Heshfam Family Trust (Plaintiff); Eric Anvari (Plaintiff) et al.

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  • 06/07/2019
  • Response (Defendant, Cross-Complainants and Cross-Defendants' Response to Plaintiffs' Statement of Additional Disputed Material Facts In Support of Plaintiff's Opposition); Filed by Amirali Jandaghi (Defendant)

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  • 06/07/2019
  • Supplemental Declaration (of Amirali Jandaghi in further support of Motion for Summary Judgment Or, in the alternative, Summary Adjudication); Filed by Amirali Jandaghi (Defendant)

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  • 06/07/2019
  • Objection (Defendant, Cross-Complainants and Cross-Defendants' Evidentiary Objections to Declarations and Plaintiffs' RFJN); Filed by Amirali Jandaghi (Defendant)

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  • 06/07/2019
  • Reply (Defendant, Cross-Complainants and Cross-Defendants' Memorandum of Points and Authorities in Further Support of Motion for Summary Judgment Or, in the alternative, Summary Adjudication); Filed by Amirali Jandaghi (Defendant)

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  • 06/05/2019
  • at 08:30 AM in Department 24; Hearing on Motion for Summary Judgment - Not Held - Rescheduled by Party

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  • 05/30/2019
  • Objection (Plaintiffs and Cross-Defendants Behnam Heshejin, The Heshfam Trust, David A. Enzmann, Trustee and Eric Anvari's Evidentiary Objections to Portions of Declaration of Minna Chan and Portions of Declaration of Jandaghi filed ISO Jandaghi and Napa's Motion f); Filed by Behnam Heshejin (Plaintiff); The Heshfam Family Trust (Plaintiff); Eric Anvari (Plaintiff) et al.

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425 More Docket Entries
  • 06/09/2015
  • Minute Order

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  • 06/03/2015
  • Challenge To Judicial Officer - Peremptory (170.6); Filed by Ramin Bagherzaden (Defendant)

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  • 06/03/2015
  • PEREMPTORY CHALLENGE TO JUDICIAL OFFICER (CODE CIV. PROC1, 170.6)

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  • 04/30/2015
  • First Amended Complaint; Filed by Plaintiff/Petitioner

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  • 04/30/2015
  • SUMMONS ON FIRST AMENDED COMPLAINT

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  • 04/30/2015
  • FIRST AMENDED COMPLAINT FOR: 1. BREACH OF LIMITED PARTNERSHIP CONTRACT; ETC

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  • 04/30/2015
  • Summons; Filed by Plaintiff/Petitioner

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  • 04/09/2015
  • Complaint; Filed by Babak Razi (Plaintiff); Behnam Heshejin (Plaintiff); The Heshfam Family Trust (Plaintiff) et al.

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  • 04/09/2015
  • COMPLAINT FOR: 1. BREACH OF LIMITED PARTNERSHIP CONTRACT; ETC

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  • 04/09/2015
  • SUMMONS

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Tentative Rulings

Case Number: BC578213    Hearing Date: January 09, 2020    Dept: 24

Defendants/Cross-Defendants/Cross-Complainants Amirali Jandaghi and Napa Industries Inc.’s motion for Separate and First Trial of their Laches Defense is DENIED.

This action centers around Defendant Mazkat Ventures L.P. (“Mazkat”), a limited partnership. Defendant American Logistics Advisors, LLC (“ALA”) is a general partner of Mazkat. Plaintiffs Babak Razi (“Razi”), Behnam Heshejin (“Heshejin”), the Heshfam Trust (the “Trust”), David Enzmann as Trustee (“Enzmann” or “Trustee”), and Eric Anvari (“Anvari”) (collectively “Plaintiffs”) are limited partners of Mazkat, whose aggregate ownership interest is 29.85%. Mazkat’s sole asset is a limited liability company, Defendant American Logistics International (“ALI”). Defendants Alireza Mahdavi (“Mahdavi”), Ramin Bagherzadeh (“Bagherzadeh”), Amirali Jandaghi (“Jandaghi”), and Mohammad K. Tehranirad (“Tehranirad”) are the remaining limited partners of Mazkat. Jandaghi is also a shareholder, director and officer of Defendant Napa Industries Inc. (“Napa”).

On April 9, 2015, Plaintiffs initiated this action against Mahdavi, ALA, Bagherzadeh, ALI, Mazkat, Jandaghi, and Tehranirad. Several cross-complaints and related cases were also filed during the pendency of this suit.

Trial is set for June 21, 2020.

On December 13, 2019, Jandaghi and Napa (“Moving Defendants”) moved to try their laches defense ahead of the June 21, 2020 trial. On December 23, 2019, Plaintiff filed an opposition. On January 2, 2020, moving Defendants filed a reply.

Evidentiary Objections

Moving Defendants’ objections to the declarations submitted in opposition are OVERRULED, though the evidence is not material to the outcome of the motion.

Discussion

CCP section 597 provides in part: “When the answer pleads that the action is barred by the statute of limitations, or by a prior judgment, or that another action is pending upon the same cause of action, or sets up any other defense not involving the merits of the plaintiff’s cause of action but constituting a bar or ground of abatement to the prosecution thereof, the court may, either upon its own motion or upon the motion of any party, proceed to the trial of the special defense or defenses before the trial of any other issue in the case, and if the decision of the court, or the verdict of the jury, upon any special defense so tried (other than the defense of another action pending) is in favor of the defendant pleading the same, judgment for the defendant shall thereupon be entered and no trial of other issues in the action shall be had unless that judgment shall be reversed on appeal or otherwise set aside or vacated…” Therefore, the Court has discretion to set a trial on a special defense before the trial on the merits. Moving Defendants request such a trial on their laches affirmative defense.

The Court, having reviewed the submitted papers and arguments, does not find that judicial economy would be served by a separate and first trial on the laches defense. Trying the laches defense first would require duplicative testimony concerning facts relevant to the underlying dispute. The laches defense would be better suited for consideration after submission of a complete trial record. Accordingly, the motion is DENIED.

Moving party is ordered to give notice.

Case Number: BC578213    Hearing Date: January 06, 2020    Dept: 24

Defendant Amirali Jandaghi and Napa Industries Inc.’s motion for judgment on the pleadings is DENIED.

This action centers around Defendant Mazkat Ventures L.P. (“Mazkat”), a limited partnership. Defendant American Logistics Advisors, LLC (“ALA”) is a general partner of Mazkat. Plaintiffs Babak Razi (“Razi”), Behnam Heshejin (“Heshejin”), the Heshfam Trust (the “Trust”), David Enzmann as Trustee (“Enzmann” or “Trustee”), and Eric Anvari (“Anvari”) (collectively “Plaintiffs”) are limited partners of Mazkat, whose aggregate ownership interest is 29.85%. Mazkat’s sole asset is a limited liability company, Defendant American Logistics International (“ALI”). Defendants Alireza Mahdavi (“Mahdavi”), Ramin Bagherzadeh (“Bagherzadeh”), Amirali Jandaghi (“Jandaghi”), and Mohammad K. Tehranirad (“Tehranirad”) are the remaining limited partners of Mazkat. Jandaghi is also a shareholder, director and officer of Defendant Napa Industries Inc. (“Napa”).

On April 9, 2015, Plaintiffs initiated this action against Mahdavi, ALA, Bagherzadeh, ALI, Mazkat, Jandaghi, and Tehranirad. Several cross-complaints and related cases were also filed during the pendency of this suit. Relevant to the instant motion is Plaintiffs’ operative Third Amended Complaint (“TAC”) on November 9, 2017, which added Napa to the suit as a defendant, and alleged ten causes of action for: (1) breach of limited partnership contract; (2) breach of fiduciary duty; (3) breach of the duty of loyalty; (4) declaratory relief; (5) conversion; (6) fraud; (7) dissolution of limited partnership (Cal. Corp. Code § 15908.02); (8) accounting; (9) removal and replacement of general partners; and 10) breach of fiduciary duties.

In the TAC, Plaintiffs allege wrongdoing by ALA and ALA’s controlling managers Mahdavi and Bagherzadeh. Generally, Plaintiffs allege that defendants made numerous oral and written misrepresentations to the individual Plaintiffs that consisted of false, incorrect, and incomplete financial reporting, deliberate concealment of diversion of funds from company bank accounts, and false statements about the actual capital status and needs of the company. The TAC alleges that Jandaghi allegedly held himself out either as a CEO of ALI or as a CFO of ALI to both Mazkat’s limited partners and third parties. As such, Plaintiffs allege that Jandaghi owed fiduciary duties to ALI and Mazkat which he breached by engaging in self-dealing in receiving full salary while being part time, in converting company funds in salary for their own purposes, in failing to discharge their duties as CEO and as CFO of ALI by failing to properly oversee ALI’s accounts and operations, allowing others to remove moneys from ALI accounts, and in exposing Plaintiffs and Mazkat to ultra vires liability.

On March 29, 2019, Jandaghi and Napa (collectively “moving Defendants”) moved for summary judgment or summary adjudication as to the tenth cause of action. The moving Defendants provided four issues as to that cause: (1) the claim is barred by general release; (2) Plaintiffs do not have derivative or personal standing; (3) there are no provable and legally cognizable damages proximately caused by moving Defendants’ asserted breaches of asserted fiduciary duty, and so such essential element fails; and (4) Plaintiffs committed laches. On June 13, 2019, the Court granted moving Defendants’ motion as to the second issue regarding direct standing and denied the motion as to the remainder.

On December 9, 2019, moving Defendants brought a motion for judgment on the pleadings as to the tenth cause of action, arguing that 1) Heshejin/Anvari lack standing to recover derivatively for Mazkat damages allegedly suffered by ALI; and 2) Jandaghi/Napa did not owe fiduciary duties to Mazkat as neither was elected manager of ALI or a general partner of Mazkat. On December 19, 2019, Heshejin, Anvari and the Trust filed an opposition. On December 27, 2019, moving Defendants filed a reply.

Legal Standard

A defendant’s motion for judgment on the pleadings may be made after the time to demur has expired and an answer has been filed. (CCP § 438(f).) A motion by a defendant may be made on the grounds that (1) the court “lacks jurisdiction of the subject of one or more of the causes of action alleged” or (2) the complaint or cross-complaint “does not state facts sufficient to constitute a cause of action against that defendant.” (CCP § 438(c).)

A motion for judgment on the pleadings has the same function as a general demurrer but is made after the time for demurrer has expired. Except as provided by statute, the rules governing demurrers apply. (See Cloud v. Northrop Grumman Corp. (1998) 67 Cal.App.4th 995, 999.) “A motion for judgment on the pleadings is akin to a general demurrer; it tests the sufficiency of the complaint to state a cause of action. [Citations.] The court must assume the truth of all factual allegations in the complaint, along with matters subject to judicial notice.” (See Wise v. Pacific Gas and Elec. Co. (2005) 132 Cal.App.4th 725, 738.)

Like a general demurrer, “ordinarily, a [motion for judgment on the pleadings] does not lie as to a portion of a cause of action, and if any part of a cause of action is properly pleaded, the [motion] will be overruled.” (Fire Ins. Exchange v. Superior Court (2004) 116 Cal.App.4th 446, 452.) In considering a motion for judgment on the pleadings, courts consider whether properly pled factual allegations—assumed to be true and liberally construed—are sufficient to constitute a cause of action. (Stone Street Capital, LLC v. Cal. State Lottery Com’n (2008) 165 Cal.App.4th 109, 116.)

Meet and Confer Requirement

Before filing a statutory motion for judgment on the pleadings, a moving party's counsel must meet and confer, in person or by telephone, with counsel for the party who filed the pleading subject to the judgment on the pleadings motion “for the purpose of determining if an agreement can be reached that resolves the claims to be raised in the motion for judgment on the pleadings.” (CCP § 439(a).)

Request for Judicial Notice

Defendant requests that the Court take judicial notice of various court documents (requests nos. 1-7), ALI’s Articles of Organization (request no. 8), and legislative history of AB 339 (request no. 9). Request nos. 1-7 and 9 are GRANTED, over objection. (Evid. Code § 452(c), (d).) Request 8 is DENIED.

Derivative Standing

First, the Court observes that Plaintiff is generally correct that this motion is simply a re-hashing of previously litigated issues. The Court could fairly consider this a motion for reconsideration, since these issues were fully embraced and discussed at-length by the previous MSJ/MSA. Here, Moving Defendants assert that Plaintiffs lack standing to assert any derivative claim against them. Specifically, that all damages were done directly to ALI and that Mazkat only suffered damages through ALI. In the MSA’s issue no. 2, moving Defendants made the same legal argument. It thus becomes clear that this legal argument was already disposed of at the MSA. Even so, the Court will still consider the instant motion. The Court will simply reject the derivative standing issues for the same reasons extensively discussed in the MSA, without the benefit of extrinsic evidence supporting moving Defendants.

It is well settled that only parties with a real interest in a dispute have standing to seek its adjudication. (CCP § 367.) "A litigant's standing to sue is a threshold issue to be resolved before the matter can be reached on the merits." (Boorstein v. CBS Interactive, Inc. (2013) 222 Cal.App.4th 456, 465.) Shareholders may bring two types of actions: 1) a direct action filed by the shareholder individually for injury to his or her interest as a shareholder; or 2) a derivative action filed on behalf of the corporation for injury to the corporation for which it has failed or refused to sue. (Schuster v. Gardner (2005) 127 Cal.App.4th 305, 311-312.)

A derivative claim is brought on behalf of a corporation "to recover for the benefit of the corporation and its whole body of shareholders when injury is caused to the corporation .... " (Jones v. H F Ahmanson & Co. (1969) 1 Cal.3d 93, 106.) Because the injury is suffered by the legal entity and the shareholders are distinct from the entity, the shareholders have no direct cause of action or right of recovery. (Grosset v. Wenaas (2008) 42 Cal.4th 1100, 1108.) Instead, the shareholders must bring a derivative action to enforce the corporation's rights and redress its injuries if the managing board fails or refuses to do so. (Ibid.)

To bring and maintain a derivative suit for a limited liability company, a plaintiff must prove he or she both “is a member thereof” and either “was a member of record, or beneficiary, at the time of the transaction or any part of the transaction of which the plaintiff complains” or has a membership interest that “later devolved upon the plaintiff by operation of law from a member who was a member at the time of the transaction or any part of the transaction complained of.” (Corp. Code §17709.02(a)(1); see Grosset, supra, 42 Cal.4th at 1111-1115.)

The TAC alleges that moving Defendants were officers of ALI and therefore owed a direct duty to Mazkat, a member of ALI, making derivative standing proper. The TAC alleges that the moving Defendants were fiduciaries of ALI’s sole member, Mazkat, and that they were fiduciaries as “an officer of ALI” and “through holding high offices at ALI.” (TAC ¶¶ 105-109.) The TAC further describes moving Defendants’ breaches, which include engaging in self-dealing while being employed by ALI, failing to discharge their duties as CEO/CFO of ALI by not overseeing ALI’s accounts, allowing others to remove money from ALI, and “exposing the Plaintiffs and Mazkat to ultra vires liability.” (TAC ¶¶ 117-119.)

As previously held, Mazkat has proper standing to bring a derivative claim based on the allegations of the TAC.

Fiduciary Duty

Moving Defendants also argue that they owed no duty to Heshejin/Anvari (or Mazkat) because they were never “managers” of ALI under the definitions provided by the previous statutory scheme, the Beverly-Killea Act. (Corp. Code §§ 17000 et seq.) Moving Defendants argue that the Revised Uniform Limited Liability Company Act does not supplant Beverly-Killea pertaining to acts occurring before January 1, 2014. (See Corp. Code § 17713.04 (b).) Plaintiffs disagree, and argue that the new statute applies since the cause accrued in 2014 and the lawsuit was filed in 2015.

Assuming the Beverly-Killea Act applies, Moving Defendants have not met their burden of persuasion. Moving Defendants miss an important step in the logic: simply because moving Defendants are not alleged managers under the previous act does not mean they owe no duty. Moving Defendants provide no affirmative statements of law that show officers of LLCs under the Beverly-Killea Act would not owe duties to members. Moving Defendants only cite to the fact that managers have fiduciary duties to the members, with no explanation as to whether officers, such as CFOs or CEOs, would not have fiduciary duties. (See TAC ¶¶ 98-99.) Moving Defendants’ cited statute does not indicate that only managers may have fiduciary duties to LLCs or their members. (See Corp. Code §§ 17151, 17153.) In reply, Moving Defendants attempt to shift their burden as moving party on plaintiff, arguing that Plaintiffs have the duty to prove the element of their cause of action. (See Pierce v. Lyman (1991) 1 Cal.App.4th 1093, 1101 [discussing the elements of breach of fiduciary duty].) Of course, moving Defendants make no citations that non-moving Plaintiffs have such a burden at the pleading stage. Moving Defendants are making a legal argument (i.e., that they held no fiduciary duty as officers of ALI) and have offered no support for their position. Even when given the opportunity to supply such authority in reply, Moving Defendants failed to do so. Their arguments are thus not well-taken.

Accordingly, Moving Defendants’ motion for judgment on the pleadings is DENIED.

Moving party is ordered to give notice.

Case Number: BC578213    Hearing Date: December 19, 2019    Dept: 24

Defendant Ramin Bagherzadeh’s motion for summary adjudication is DENIED.

This action centers around Defendant Mazkat Ventures L.P. (“Mazkat”), a limited partnership. Defendant American Logistics Advisors, LLC (“ALA”) is a general partner of Mazkat. Plaintiffs Babak Razi (“Razi”), Behnam Heshejin (“Heshejin”), the Heshfam Trust (the “Trust”), David Enzmann as Trustee (“Enzmann” or “Trustee”), and Eric Anvari (“Anvari”) (collectively “Plaintiffs”) are limited partners of Mazkat, whose aggregate ownership interest is 29.85%. Mazkat’s sole asset is a limited liability company, Defendant American Logistics International (“ALI”). Defendants Alireza Mahdavi (“Mahdavi”), Ramin Bagherzadeh (“Bagherzadeh”), Amirali Jandaghi (“Jandaghi”), and Mohammad K. Tehranirad (“Tehranirad”) are the remaining limited partners of Mazkat. Jandaghi is also a shareholder, director and officer of Defendant Napa Industries Inc. (“Napa”).

On April 9, 2015, Plaintiffs initiated this action against Mahdavi, ALA, Bagherzadeh, ALI, Mazkat, Jandaghi, and Tehranirad. Several cross-complaints and related cases were also filed during the pendency of this suit. Relevant to the instant motion is Plaintiffs’ operative Third Amended Complaint (“TAC”) on November 9, 2017, which added Napa to the suit as a defendant, and alleged ten causes of action for: (1) breach of limited partnership contract; (2) breach of fiduciary duty; (3) breach of the duty of loyalty; (4) declaratory relief; (5) conversion; (6) fraud; (7) dissolution of limited partnership (Cal. Corp. Code § 15908.02); (8) accounting; (9) removal and replacement of general partners; and 10) breach of fiduciary duties.

In the TAC, Plaintiffs allege wrongdoing by ALA and ALA’s controlling managers Mahdavi and Bagherzadeh. Generally, Plaintiffs allege that defendants made numerous oral and written misrepresentations to the individual Plaintiffs that consisted of false, incorrect, and incomplete financial reporting, deliberate concealment of diversion of funds from company bank accounts, and false statements about the actual capital status and needs of the company. The TAC alleges that Jandaghi allegedly held himself out either as a CEO of ALI or as a CFO of ALI to both Mazkat’s limited partners and third parties. (TAC ¶ 101.) As such, Plaintiffs allege that Jandaghi owed fiduciary duties to ALI and Mazkat which he breached by engaging in self-dealing in receiving full salary while being part time, in converting company funds in salary for their own purposes, in failing to discharge their duties as CEO and as CFO of ALI by failing to properly oversee ALI’s accounts and operations, allowing others to remove moneys from ALI accounts, and in exposing Plaintiffs and Mazkat to ultra vires liability. (TAC ¶ 117.)

On September 20, 2019, Bagherzadeh moved for summary adjudication against Plaintiffs’ direct second and third causes of action. On November 20, 2019, Plaintiffs Anvari, Heshejin, and the Heshejin Trust filed an opposition. On December 13, 2019, Bagherzadeh filed a reply, and a notice of non-opposition as to Razi.

Summary Judgment Standard

A party may move for summary adjudication as to one or more causes of action, affirmative defenses, claims for damages, or issues of duty if that party contends that there is no merit to the cause of action, defense, or claim for damages, or if the party contends that there is no duty owed. (See CCP §437c(f)(1).) “A motion for summary adjudication shall be granted only if it completely disposes of a cause of action, an affirmative defense, a claim for damages, or an issue of duty.” (Ibid.) A cause of action has no merit if: (1) one or more elements of the cause of action cannot be separately established, even if that element is separately pleaded, or (2) a defendant establishes an affirmative defense to that cause of action. (See CCP §437c(n); Union Bank v. Superior Court (1995) 31 Cal.App.4th 573, 583.) Once the defendant has shown that a cause of action has no merit, the burden shifts to the plaintiff to show that a triable issue of material fact exists as to that cause of action. (See CCP §437c(o)(2); Union Bank, supra, 31 Cal.App.4th at 583.)

In order to obtain summary judgment, “all that the defendant need do is to show that the plaintiff cannot establish at least one element of the cause of action.” (See Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 853; see also Mitchell v. United National Ins. Co. (2005) 127 Cal.App.4th 457.) “Although he remains free to do so, the defendant need not himself conclusively negate any such element.” (Ibid.) “Once the defendant has made such a showing, the burden shifts to the plaintiff to show that a triable issue of one or more material facts exists as to that cause of action or as to a defense to the cause of action. If the plaintiff does not make such a showing, summary judgment in favor of the defendant is appropriate.” (See Mitchell, supra, 127 Cal.App.4th at 467.)

Until the defendant meets this evidentiary burden, the plaintiff has no burden to present evidence showing a triable issue of fact. (See Hagen v. Hickenbottom (1995) 41 Cal.App.4th 168, 178; see also Hawkins v. Wilton (2006) 144 Cal.App.4th 936, 940, citing Duckett v. Pistoresi Ambulance Service, Inc. (1993) 19 Cal.App.4th 1525, 1533 [“[w]here the evidence presented by defendant does not support judgment in his favor, the motion must be denied without looking at the opposing evidence, if any, submitted by plaintiff”].)

Evidentiary Rulings

Bagherzadeh’s objections nos. 1-17, 21-26 to the Heshejin Declaration are OVERRULED. The identical objections to the Anvari Declaration are likewise OVERRULED. The Court finds that the declarations embrace issues framed by the pleadings.

The Court declines to rule on the remainder of the objections by both parties. (CCP § 437c(q).)

Direct Liability on the Third and Fourth Causes of Action

Bagherzadeh moves to adjudicate the fiduciary duty causes on the grounds that he owed no duty to Plaintiffs. Bagherzadeh argues that the gravamen of Plaintiffs’ claims are that they, as limited partners in Mazkat, were damaged by defendants siphoning funds from ALI and foreign investors in ALI. Bagherzadeh thus asserts that Plaintiffs’ damages are incidental to the damages to either ALI or Mazkat, and thus Plaintiffs have no direct standing.

“[A] shareholder cannot bring a direct action for damages against management on the theory their alleged wrongdoing decreased the value of his or her stock (e.g., by reducing corporate assets and net worth). The corporation itself must bring such an action, or a derivative suit may be brought on the corporation’s behalf.” (Schuster v. Gardner (2005) 127 Cal.App.4th 305, 312.) “An action is derivative if ‘the gravamen of the complaint is injury to the corporation, or to the whole body of its stock or property without any severance or distribution among individual holders, or if it seeks to recover assets for the corporation or to prevent the dissipation of its assets.’” (Id. at 313.) “An individual cause of action exists only if damages to the shareholders were not incidental to damages to the corporation.” (Ibid.) Shareholder claims asserting damages for breaches of fiduciary duty directors and officers owe the entity are classic examples of derivative claims. (Ibid.) Thus, a shareholder's suit is non-derivative when it is brought to enforce a right against the corporation which the stockholder possesses as an individual; the individual wrong necessary to support a suit by a shareholder need not be unique to the shareholder but may affect a substantial number of shareholders. (See Jones v. HF. Ahmanson & Co. (1969) 1 Cal.3d 93, 107- 108 Vega v. Jones, Day, Reavis & Pogue (2004) 121 Cal. App. 4th 282, 296- 297 [direct suit stated where defendant had deceived him into exchanging valuable stock in acquired corporation for worthless stock in acquiring corporation].)

The Corporations Code provides that “a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership's activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.” (Corp. Code § 15910.01(a).) A partner bringing a direct action under this section is required to prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership. (Corp. Code § 15910.01(b).) Therefore, partners owe fiduciary duties to the partnership and its partners. (See Feresi v. The Livery, LLC (2014) 232 Cal.App.4th 419, 425.) The parties do not dispute that Bagherzadeh and Plaintiffs are limited partners in Mazkat.

Here, Bagherzadeh asserts that Plaintiffs’ damages only stem from damages to ALI/Mazkat, and thus any personal diminution of their interests pled is only incidental to damage to the corporation. (SSMF 26.) In response, opposing Plaintiffs dispute this evaluation of the damages. Plaintiffs provide evidence that Bagherzadeh engaged in actions which led to the direct dilution/devaluation of their limited partnership interest in Mazkat. (Behnam Decl., ¶¶ 7-32; Anvari Decl., ¶¶ 7-32.) Specifically, that in 2009, Bagherzadeh sent a series of email corresponded that fraudulently presented the financial health of ALI and presented two schemes to raise capital. (Id. ¶ 16.) As a part of the schemes, Bagherzadeh suggested a structure where both his and Mahdavi’s interest in Mazkat would increase based off of their investments into ALI. (Id. ¶¶ 16-23.) Bagherzadeh and Mahdavi increased their partnership interests in Mazkat to 21% by converting their loans to ALI to equity positions in Mazkat while keeping the other partners at the same level. (Id. ¶ 22.)

This evidence demonstrates that Plaintiffs’ interest in Mazkat was diminished by the fraudulent acts of Bagherzadeh. Thus, this damage was not incidental to the company’s damages, but a direct diminution of Plaintiffs’ interest in favor of Bagherzadeh and Mahdavi. This tracks with Plaintiffs’ cited case law allowing direct suits to continue. (See e.g. Jones v. H.F. Ahmanson & Co. (1969) 1 Cal.3d 93, 102-105 [a minority shareholder had standing to sue the majority shareholder of the corporation who breached their fiduciary duty by creating an independent holding company, and then transferring their control block of shares, making their own interests more marketable and destroying the market value of the shares held by the minority].) Bagherzadeh makes no substantive point on this analysis in reply.

Bagherzadeh responds that the opposition is attempting to create an issue outside of the TAC. Indeed, the pleadings play a critical role in a summary adjudication motion in framing the issues. (Hutton v. Fidelity Nat'l Title Co. (2013) 213 Cal.App.4th 486, 493.) The pleadings serve as the "outer measure of materiality" in a summary adjudication motion, and the motion may not be granted or denied on issues not raised by the pleadings. (Laabs v. City of Victorville (2008) 163 Cal.App.4th 1242, 1258; Nieto v. Blue Shield of Calif. Life & Health Ins. Co. (2010) 181 Cal.App.4th 60, 73.) A summary judgment defendant need only “negate plaintiffs theories of liability as alleged in the complaint; that is, a moving party need not refute liability on some theoretical possibility not included in the pleading.” (Hutton, supra, 213 Cal.App.4th at 493.) Further, an opposing party's opposition papers cannot create issues outside the pleadings. (Ibid.; see Nativi v. Deutsche Bank Nat'l Trust Co. (2014) 223 Cal.App.4th 261, 290 [declarations in opposition to motion for summary judgment "are not a substitute for amending the pleadings to raise additional theories of liability"].) Additionally, cases have expressed the view that courts are empowered to read the pleadings broadly, “in the light of the facts adduced in the summary judgment proceeding,” if those pleadings give fair notice to the opposing party of the theories on which relief is generally being sought. (FPI Development, Inc. v. Nakashima (1991) 231 Cal.App.3d 367, 385.)

The Court does not find this to be an unpled issue. The TAC properly frames the issues presented. First, both causes of action for breach of fiduciary duty allege that Plaintiffs were damaged through the depletion of their partnership interests. (TAC ¶¶ 41, 46.) The TAC further alleges that Bagherzadeh breached his partnership duties to Plaintiffs and the other partners, which caused the depletion of Plaintiffs’ individual interests. (TAC ¶ 39.) The TAC, liberally construed, frames these issues. While it is true that the TAC does not contained detailed factual allegations concerning this specific devaluation, the TAC still frames the issue in general terms. Bagherzadeh’s authorities only pertain to unpled legal theories. (See e.g. Hutton, supra, 213 Cal.App.4th at 496 [concluding that plaintiff's entire complaint was founded on one, and only one, theory of liability under a specific statute].)

Simply put, this is not an un-plead legal theory but a dispute concerning the underlying facts of the pled legal theories. The TAC plainly states that Bagherzadeh breached his fiduciary duties to Plaintiffs as a partner in the partnerships. Bagherzadeh points to no authority requiring that all of the potential damages be particularly and specifically pled in this instance. To the extent that this is not plead, this would merely be a technical defect in the pleadings and amenable to amendment.

As to Razi, the Court finds that the opposing Plaintiffs’ evidence equally applies to him. CCP section 437c(c) instructs the court to grant the motion only if “all the papers submitted show that there is no triable issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.” Further, that the Court “shall consider all of the evidence set forth in the papers…” (Ibid.) Here, the papers show that there is a triable dispute of material fact. Thus, granting the motion as to Razi (who sits in nearly identical shoes as the other Plaintiffs) would be improper.

Accordingly, Bagherzadeh’s motion is DENIED.

Moving party is ordered to give notice.