This case was last updated from Los Angeles County Superior Courts on 02/03/2021 at 03:42:44 (UTC).

ENRICO AMOR ET AL VS CAMBRIDGE HILLS INC ET AL

Case Summary

On 01/08/2014 ENRICO AMOR filed a Contract - Business Governance lawsuit against CAMBRIDGE HILLS INC. This case was filed in Los Angeles County Superior Courts, Stanley Mosk Courthouse located in Los Angeles, California. The Judges overseeing this case are JOANNE O'DONNELL, MICHELLE R. ROSENBLATT, MARC MARMARO, MARY ANN MURPHY and EDWARD B. MORETON. The case status is Disposed - Dismissed.

Case Details Parties Documents Dockets

 

Case Details

  • Case Number:

    ****2525

  • Filing Date:

    01/08/2014

  • Case Status:

    Disposed - Dismissed

  • Case Type:

    Contract - Business Governance

  • Court:

    Los Angeles County Superior Courts

  • Courthouse:

    Stanley Mosk Courthouse

  • County, State:

    Los Angeles, California

Judge Details

Presiding Judges

JOANNE O'DONNELL

MICHELLE R. ROSENBLATT

MARC MARMARO

MARY ANN MURPHY

EDWARD B. MORETON

 

Party Details

Plaintiffs and Petitioners

AMANTE AIDA

AMANTE RODELIO

AMOR CYNTHIA

AMOR ENRICO

BRIZUELA RAMIL

Defendants and Respondents

CAMBRIDGE HILLS INC.

DOES 1 THROUGH 50

GOLDEN CASTLE ASSISTED LIVING INC.

GREEN CASTLE ASSISTED LIVING INC.

Not Classified By Court

DONELL STEPHEN J.

Attorney/Law Firm Details

Plaintiff and Petitioner Attorneys

AFTERGOOD LAW FIRM THE

A. ABE MARAPAO ESQ

HORWITZ MARTIN L.

MARAPAO ABE A.

Defendant and Respondent Attorneys

GLASSMAN A.J.

GLASSMAN ARNOLD J.

Not Classified By Court Attorney

BUBMAN MICHAEL ELLIOT

 

Court Documents

DECLARATION OF ENRICO AMOR IN OPPOSITION TO EX PARTE APPLICATION

2/15/2018: DECLARATION OF ENRICO AMOR IN OPPOSITION TO EX PARTE APPLICATION

Minute Order -

2/15/2018: Minute Order -

Declaration - Declaration of Enrico Amor In Support of Plaintiffs' Motion

1/22/2019: Declaration - Declaration of Enrico Amor In Support of Plaintiffs' Motion

Opposition - Opposition Plaintiff, Enrico Amor, Cynthia Amor and Ramil Brizuela's Opposition to Defendants' Current Motion To Enforce Settlement Agreement/Judgment

2/19/2019: Opposition - Opposition Plaintiff, Enrico Amor, Cynthia Amor and Ramil Brizuela's Opposition to Defendants' Current Motion To Enforce Settlement Agreement/Judgment

Undertaking

3/19/2019: Undertaking

Minute Order -

1/17/2014: Minute Order -

Minute Order -

6/10/2014: Minute Order -

NOTICE OF RULING.

6/13/2014: NOTICE OF RULING.

Minute Order -

9/16/2014: Minute Order -

OPPOSITION TO GENERAL AND SPECIAL DEMURRERS OF DEFENDANTS TO FIRST AMENDED COMPLAINT

2/20/2015: OPPOSITION TO GENERAL AND SPECIAL DEMURRERS OF DEFENDANTS TO FIRST AMENDED COMPLAINT

Minute Order -

7/22/2015: Minute Order -

SUBSTITUTION OF ATTORNEY -

12/1/2015: SUBSTITUTION OF ATTORNEY -

SUPPLEMENTAL DECLARATION OF A.J. GLASSMAN IN OPPOSITION TO MOTION T( APPOINT RECEWER; EXHIBITS

12/8/2015: SUPPLEMENTAL DECLARATION OF A.J. GLASSMAN IN OPPOSITION TO MOTION T( APPOINT RECEWER; EXHIBITS

DEFENDANTS NOTICE OF MOTION AND MOTION TO ENFORCE SETTLEMENT AGREEMENT; MEMORANDUM OF POINTS AND AUTHORITIES; DECLARATION OF A.J. GLASSMAN; REQUEST FOR SANCTIONS AGAINST PLAINTIFFS IN THE AMOUNT OF $2

2/3/2017: DEFENDANTS NOTICE OF MOTION AND MOTION TO ENFORCE SETTLEMENT AGREEMENT; MEMORANDUM OF POINTS AND AUTHORITIES; DECLARATION OF A.J. GLASSMAN; REQUEST FOR SANCTIONS AGAINST PLAINTIFFS IN THE AMOUNT OF $2

JOINT STATUS REPORT RE: SETTLEMENT

8/2/2017: JOINT STATUS REPORT RE: SETTLEMENT

Minute Order -

9/7/2017: Minute Order -

SUBSTITUTION OF ATTORNEY -

11/28/2017: SUBSTITUTION OF ATTORNEY -

DECLARATION OF MARTIN L. HORWITZ, ESQ. REGARDING CASE STATUS AND ENTRY OF JUDGMENT

11/30/2017: DECLARATION OF MARTIN L. HORWITZ, ESQ. REGARDING CASE STATUS AND ENTRY OF JUDGMENT

116 More Documents Available

 

Docket Entries

  • 11/05/2020
  • DocketNotice (of Entry of Order of 11/2/2020); Filed by Stephen J. Donell (Non-Party)

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  • 11/02/2020
  • Docketat 1:30 PM in Department 37; Court Order

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  • 11/02/2020
  • DocketCertificate of Mailing for ((Court Order) of 11/02/2020); Filed by Clerk

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  • 11/02/2020
  • DocketMinute Order ( (Court Order)); Filed by Clerk

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  • 10/23/2020
  • DocketOrder ([Proposed] on Receiver's Motion for an Order Authorizing the Receiver to Sell the Receivership property Commonly Known as 2603 and 2607 MT. Vernon Avenue, Bakersfield, California, Free and Clear of all Liens, Claims, Encumbrances and Interests); Filed by Stephen J. Donell (Non-Party)

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  • 10/15/2020
  • Docketat 08:30 AM in Department 37; Hearing on Motion - Other (Motion re Authorizing Receiver to Sell the Receivership Property) - Held

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  • 10/15/2020
  • DocketMinute Order ( (Hearing on Motion - Other Motion re Authorizing Receiver to S...)); Filed by Clerk

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  • 09/18/2020
  • DocketMotion re: (for an Order (1) Authorizing the Receiver to Sell the Receivership Property Free and Clear of all Liens, Claims, Encumbrances and Interests; and (2) Authorizing Payment of Certain Expenses through Escrow); Filed by Stephen J. Donell (Non-Party)

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  • 11/07/2019
  • DocketNotice of Change of Address or Other Contact Information; Filed by Enrico Amor (Plaintiff)

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  • 07/24/2019
  • DocketRequest for Refund / Order; Filed by Stephen J. Donell (Non-Party)

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230 More Docket Entries
  • 01/17/2014
  • Docketat 00:00 AM in Department 25; (Affidavit of Prejudice; Transferred to different departmnt) -

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  • 01/17/2014
  • DocketMinute Order

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  • 01/17/2014
  • DocketMinute Order

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  • 01/17/2014
  • DocketMinute order entered: 2014-01-17 00:00:00; Filed by Clerk

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  • 01/17/2014
  • DocketMinute Order

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  • 01/13/2014
  • DocketAFFIDAVIT OF PREJUDICE PEREMPTORY CHALLENGE TO JUDICIAL OFFICER

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  • 01/13/2014
  • DocketChallenge To Judicial Officer - Peremptory (170.6); Filed by Enrico Amor (Plaintiff)

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  • 01/08/2014
  • DocketComplaint; Filed by Aida Amante (Plaintiff); Rodelio Amante (Plaintiff); Cynthia Amor (Plaintiff) et al.

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  • 01/08/2014
  • DocketVERIFIED COMPLAINT FOR INVOLUNTARY DISSOLUTION OF CORPORATIONS [CORP.C. 1 800(A)(2)]

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  • 01/08/2014
  • DocketSUMMONS

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Tentative Rulings

Case Number: BC532525    Hearing Date: October 15, 2020    Dept: 37

HEARING DATE: October 15, 2020

CASE NUMBER: BC532525

CASE NAME: Enrico Amor, et al. v. Cambridge Hills, Inc., et al.

TRIAL DATE: Post Judgment

PROOF OF SERVICE: OK

PROCEEDING: Receiver’s Motion for Authorization to Sell Property and Pay Certain Expenses

MOVING PARTY: Receiver, Stephen J. Donell

RESPONDING PARTIES: All Parties

OPPOSITION: None as of October 13, 2020

REPLY: None as of October 13, 2020

TENTATIVE: Receiver’s motion for an order authorizing sale of the Properties on the terms and conditions set forth in the Purchase Agreement and the Auction of the Property under the bidding procedures set forth in Article 14 of the Purchase Agreement and for payment of certain expenses is GRANTED. The Receiver is authorized to take actions consistent with the court’s minute order. The Receiver is to give notice to all interested parties.

Background

This is an action for involuntary dissolution of a corporation brough by Plaintiffs, Enrico Amor, Cynthia Amor, Ramil Brizuela, Rodelio Amante and Aida Amane. (“Plaintiffs”) Plaintiffs allege that they were each the shareholders of a total of fifty-one and one-half percent (51.5%) of Defendants, Cambridge Hills, Inc., Golden Castle Assisted Living, Inc. and Green Castle Assisted Living, Inc. (“Defendants”). Plaintiffs further allege that various directors and officers of each defendant were engaged in fraud, mismanagement and abuse of authority, such that each Defendant corporation should be wound up and dissolved pursuant to California Corporations Code section 1800, subdivision (a)(2).

On December 29, 2015, Plaintiffs filed a Notice of Settlement of Entire Case. On February 25, 2016, Plaintiffs filed a Request for Dismissal with prejudice, which indicated that the court reserves jurisdiction pursuant to Code of Civil Procedure, section 664.6.

On May 5, 2017, Defendants’ motion to enforce settlement came on for hearing. The court granted the motion and entered an order requiring that the Properties outlined in the parties’ settlement agreement be sold pursuant to Section 4 of the Settlement Agreement. The court further retained jurisdiction over the matter until the sale is completed, and denied the parties’ remaining requests to modify the settlement agreement.

On December 7, 2017, the court entered judgment in this matter. The judgment specifically required as follows:

  1. The properties located at 2603 and 2607 Mt. Vernon Avenue, Bakersfield, California (“Properties”) are required to be sold.

  2. The Defendants are to select a broker from an “impartial list of brokers,” who is to work with the “Committee” to determine how and at which price to list the Properties.

  3. Parties’ attorneys are to meet and confer every 15 days regarding any offers and to accept or reject any offers within 7 days of its receipt.

  4. Parties are to meet every 60 days for the purpose of decreasing the price if no offers are received during those 60 days.

  5. After the Properties are sold, the proceeds are to be disbursed within 30 days to all Plaintiffs according to their ownership interest.

  6. After the funds are disbursed, all corporations are to be dissolved and the appropriate paperwork dissolving the corporations are to be filed with the Secretary of State.

  7. The businesses operating in the Properties are to be sold separately, but failure to sell the businesses is not to hold up sale of the Properties.

On January 22, 2019, Plaintiffs moved for appointment of a receiver, and on March 5, 2019, the motion was granted, and Steven Donnell was appointed as Receiver. The order appointing the Receiver provided the Receiver would take possession, custody and control of the Properties and to carry out all of the following duties, rights, and powers in the Order filed March 5, 2019.

The Receiver now moves for court approval to sell the Properties and for the court’s approval of 15 other requests. The motion is unopposed.

Discussion

Pursuant to Code of Civil Procedure, section 568, the receiver has the power to “do such acts respecting the property as the Court may authorize.” “[U]nless regulated by statute, the court has full power to order the receiver to dispose of property in such a manner as the court may deem to be for the best interest of the parties concerned and the advice of the receiver and his opinion in regard to the value of the property, the manner, time and place of its disposition are entitled to great respect and weight.” (People v. Riverside University (1973) 35 Cal.App.3d 572, 583.)

Mr. Donnell requests court approval for all of the following:

  1. Sale of the Properties to buyer, Eyal Shtorch, M.D., or to the highest bidder at an overbid auction sale pursuant to the Purchase Agreement (Donell Decl., Exhibit 1.);

  2. Approval of the bidding procedures for the overbid auction;

  3. Authority for the receiver to accept Two Million Seven Hundred Ten Thousand Dollars ($2,710,000.00) for the Properties, or the highest bid from the auction, free and clear of all liens, claims, encumbrances and interests, with any unsatisfied and unreleased liens to attach to the net proceeds;

  4. Approving the sale price as fair and reasonable;

  5. A finding that the Receiver and the Buyer acted in good faith in connection with the 3 negotiation, execution, delivery and completion of the sale;

  6. Authority for the receive to amend the Purchase Agreement as necessary if the receiver believes in good faith that doing so is necessary to serve the interests of the Receivership;

  7. Authority for the receiver to sell the Properties “as is, where is” basis, without any representations or warranties whatsoever;

  8. Approval of the Receiver’s Deed (Donell Decl., Exhibit B to Purchase Agreement (Exhibit 1);

  9. In the even that the tenant remains at 2603 Mt. Vernon Avenue (the “2603 Tenant”), authority to transfer the 2603 Tenant’s security deposit to the buyer;

  10. Authorizing the Receiver (or Fidelity National Title, serving in the capacity as “Escrow Holder” on behalf of the Receiver) to pay: (i) any outstanding liens (including any amounts owed to lenders holding liens against the Property), (ii) unpaid real estate taxes and assessments, recordation fees, transfer taxes, past assessments applicable to the Property, (iii) closing costs, (iv) brokers’ commissions of $135,500, consisting of $67,750 (2.5% of the sales price) to buyer’s broker and $67,750 (2.5% of the sales price) to seller’s broker, (v) all other costs and reimbursements of any out-of-pocket costs incurred in connection with the sale of the Property, and (vi) other expenses set forth in the Purchase Agreement (collectively, the “Closing and Administrative Costs”);

  11. Authority to retain $50,000 to pay any pre and post closing expenses, including the receiver’s fees and costs;

  12. Authority for the net proceeds of the sale to be held for the benefit of the current owners and disbursed pursuant to agreement of the parties;

  13. Authority for the receiver to execute any documents necessary to carry out the sale of the Properties;

  14. Authority that by the close of escrow, the buyer or highest bidder acknowledges that they have no recourse against the receiver for any defects on the Properties;

  15. Authority that any licensed title insurer may rely on the court’s order for proof that the receiver has the authority to transfer legal title to the Properties;

  16. Other relief as the court deems proper.

(Notice of Motion, 2-4.)

Mr. Donell attests that after his appointment as Receiver, he retained Vikram Reddy to sell the Properties. (Donell Decl. ¶ 3.) According to Mr. Donell, Mr. Reddy marketed the Properties and commenced negotiations with a prospective buyer around November 2019. They opened escrow in December 2019 but eventually terminated escrow because the buyer stopped communicating with them and did not pay the deposit. (Id.) Thereafter, Mr. Donell attests that a new prospective buyer was located in January 2020 but developed “cold fee” as a result of COVID-19 and was unwilling to commit to purchasing until after COVID-19 was over. (Donell Decl. ¶ 4.) Thus, Mr. Donell attests that he ultimately located a third prospective buyer, Eyal Shtorch, M.D. and entered into the Purchase Agreement with him on August 11, 2020. (Donell Decl. ¶¶ 5-6, Exhibit 2.) Mr. Donell further attests that based on his evaluation of the Properties, the requested price of $2,710,000.00 was fair and equitable. (Donell Decl. ¶ 8.)

Based on the December 7, 2017 judgment, the March 5, 2019 Order Appointing Receiver, and the Receiver’s evidence submitted in support of the instant motion, the court finds that The Receiver’s requests are reasonable. Thus, the Receiver’s motion is granted.

The court authorizes the Receiver to accept the sum of Two Million Seven Hundred Ten Thousand Dollars, or the amount of the highest and best bid at the Overbid auction (the “Sale Price”), free and clear of all liens, claims, encumbrances and interests, with any unsatisfied and unreleased liens to attach to the net proceeds from the sale.

The court approves the Sale Price as fair and reasonable and finds that the Receiver and Buyer acted in good faith in connection with the negotiation, execution, delivery and completion of sale of the Properties.

The Receiver is authorized to amend or modify the Purchase Agreement and any related sale documents as necessary to complete the sale of the Properties if the Receiver in good faith believes is reasonable and required to serve the interests of the Receivership Estate, other than reducing the Sale Price.

The Receiver is authorized to sell the Properties to the Buyer on an “as is, where is” basis, without any representations or warranties whatsoever by the Receiver, the Receiver’s agents or attorneys, including, without limitation, any representations or warranties as to the physical condition or use of the Property.

The form of the Receiver’s Deed, attached as Exhibit B to the Purchase Agreement, is approved.

In the event that the tenant remains in the property located at 2603 Mt. Vernon Ave., Bakersfield, California (the “2603 Tenant”), the Receiver is authorized to transfer to the Buyer, the $20,000 security deposit posted by the 2603 Tenant (the “Security Deposit”) at the inception of the 2603 Lease. Should the 2603 Tenant vacate the 2603 premises prior to the close of the sale of the Properties, the Receiver is authorized to return the Security Deposit, less any amount deducted for damage to the property.

The Receiver (or Fidelity National Title, serving in the capacity as “Escrow Holder” on behalf of the Receiver) is authorized to pay: (i) any outstanding liens (including any amounts owed to lenders holding liens against the Properties), (ii) unpaid real estate taxes and assessments, recordation fees, transfer taxes, past assessments applicable to the Properties, (iii) closing costs, (iv) brokers’ commissions of $135,500, consisting of $67,750 (2.5% of the sales price) to buyer’s broker and $67,750 (2.5% of the sales price) to seller’s broker, (v) all other costs and reimbursements of any out-of-pocket costs incurred in connection with the sale of the Properties, and (vi) other expenses set forth in the Purchase Agreement (collectively, the “Closing and Administrative Costs”).

The Receiver is authorized to retain the sum of $50,000 to allow the Receiver to pay any and all remaining pre- and post-closing expenses of the Receivership Estate, including but not limited to, all Receiver’s fees and costs and all fees and costs of Receivers’ counsel, subject to final approval of the Court at the hearing on the Receiver’s final report and account, after which any remaining balance shall be turned over to the Escrow Holder.

The net proceeds resulting from the sale of the Properties, after payment of the Closing and Administrative Costs, and retention by the Receiver for the payment of his costs and expenses, as well as those of his counsel, shall be retained by the Escrow Holder, to be held for the benefit of the current owners of the Properties in an interest-bearing account located in California, and to be disbursed either by agreement of the parties, as evidenced by signature of the attorneys for the parties, submitted as an instruction for disbursement provided to the Escrow Holder, or alternatively, by further order of this court.

The Receiver is authorized to take all actions to execute the documents necessary to carry out and effectuate the sale of the Properties including, but not limited to, the Purchase Agreement, the Receiver’s Deed, Escrow Holder’s General Instructions, and other transfer and conveyance documents consistent with selling and conveying title to the Properties as provided in the Purchase Agreement. The Receiver shall execute all documents necessary to carry out and effectuate the sale of the Properties as “Stephen J. Donell, solely in his capacity as the Court-appointed receiver.”

By closing Escrow and taking title to the Properties, the Buyer, or the high bidder at the auction, acknowledges that (a) they have no recourse against the Receiver (or his attorneys or agents) for any claim or cause of action including, but not limited to, claims for construction defect, terms of sale, or the presence of environmental contamination; and (b) the sole and only recourse is against Buyer’s title insurance policy, if applicable.

Any licensed title insurer may rely on this Court Order as authorizing the Receiver to transfer legal title to the Property

Conclusion

Receiver’s motion for an order authorizing sale of the Properties on the terms and conditions set forth in the Purchase Agreement and the Auction of the Property under the bidding procedures set forth in Article 14 of the Purchase Agreement and for payment of certain expenses is GRANTED. The Receiver is authorized to take actions consistent with the court’s minute order. The Receiver is to give notice to all interested parties.