This case was last updated from Los Angeles County Superior Courts on 07/06/2019 at 10:55:13 (UTC).

MARTA LANZA MONZON VS THE PALMS RESTAURANT INC ET AL

Case Summary

On 11/16/2015 MARTA LANZA MONZON filed a Contract - Business Governance lawsuit against THE PALMS RESTAURANT 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 and MALCOLM MACKEY. The case status is Not Classified By Court.

Case Details Parties Documents Dockets

 

Case Details

  • Case Number:

    ****1268

  • Filing Date:

    11/16/2015

  • Case Status:

    Not Classified By Court

  • Case Type:

    Contract - Business Governance

  • Courthouse:

    Stanley Mosk Courthouse

  • County, State:

    Los Angeles, California

Judge Details

Presiding Judges

JOANNE O'DONNELL

MALCOLM MACKEY

 

Party Details

Plaintiff and Petitioner

MONZON MARTA LANZA

Defendants and Respondents

DOES 1-20

FLORIAN JOEL

FLORIAN YADIRA

PALMS RESTAURANT INC. THE

FLORIDA CUBAN RESTAURANT INC.

Cross Defendant

GENDIS OMAR RENE LANZA

Attorney/Law Firm Details

Plaintiff and Petitioner Attorneys

CHISVIN LAW GROUP APC

CHISVIN CRAIG LAWRENCE

Defendant and Respondent Attorneys

RIVERA MICHAEL A. ESQ.

CURD JOSEPH D. ESQ.

 

Court Documents

DECLARATION OF PROPOSED RECEIVER THEODORE LANES

12/18/2015: DECLARATION OF PROPOSED RECEIVER THEODORE LANES

DECLARATION OF JOEL FLORIAN RE ORDER TO SHOW CAUSE

8/29/2018: DECLARATION OF JOEL FLORIAN RE ORDER TO SHOW CAUSE

DECLARATION OF MARTA LANZA MONZON RE: ORDER TO SHOW CAUSE RE COMPLIANCE OF CONTEMPT ORDER OF JUNE 8, 2018

9/6/2018: DECLARATION OF MARTA LANZA MONZON RE: ORDER TO SHOW CAUSE RE COMPLIANCE OF CONTEMPT ORDER OF JUNE 8, 2018

Minute Order

9/7/2018: Minute Order

Minute Order

11/9/2018: Minute Order

Minute Order

1/8/2019: Minute Order

JOINT PROPOSED JURY INSTRUCTIONS

4/20/2018: JOINT PROPOSED JURY INSTRUCTIONS

JOINT PROPOSED JURY INSTRUCTIONS

4/20/2018: JOINT PROPOSED JURY INSTRUCTIONS

TRIAL BRIEF OF DEFENDANTS/CROSS-COMPLAINANTS JOEL FLORIAN AND YADIRA FLORIAN

4/26/2018: TRIAL BRIEF OF DEFENDANTS/CROSS-COMPLAINANTS JOEL FLORIAN AND YADIRA FLORIAN

MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF MOTION FOR NEW TRIAL AND ALTERNATE RELIEF UNDER C.C.P 662

5/25/2018: MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF MOTION FOR NEW TRIAL AND ALTERNATE RELIEF UNDER C.C.P 662

Minute Order

6/8/2018: Minute Order

Minute Order

12/16/2015: Minute Order

OPPOSITION TO EX PARTE APPLICATION FOR ORDER APPOINTING RECEIVER, AND FOR TEMPORARY RESTRAINING ORDER IN ALL) OF RECEIVER, OR IN THE ALTERNATIVE, FOR AN ORDER TO SHOW CAUSE WHY THE APPOINTMENT OF A RE

12/18/2015: OPPOSITION TO EX PARTE APPLICATION FOR ORDER APPOINTING RECEIVER, AND FOR TEMPORARY RESTRAINING ORDER IN ALL) OF RECEIVER, OR IN THE ALTERNATIVE, FOR AN ORDER TO SHOW CAUSE WHY THE APPOINTMENT OF A RE

DECLARATION OF DEFENDANT, JOEL FLORIAN

12/18/2015: DECLARATION OF DEFENDANT, JOEL FLORIAN

DECLARATION OF ATTORNEY MICHAEL A. RIVERA IN OPPOSITION TO PLAINTIFF?S EX PARTE APPLICATION TO APPOINT RECEIVER, ETC.

12/21/2015: DECLARATION OF ATTORNEY MICHAEL A. RIVERA IN OPPOSITION TO PLAINTIFF?S EX PARTE APPLICATION TO APPOINT RECEIVER, ETC.

AMENDMENT TO COMPLAINT

2/18/2016: AMENDMENT TO COMPLAINT

CASE MANAGEMENT STATEMENT

3/21/2016: CASE MANAGEMENT STATEMENT

VERIFIED ANSWER OF DEFENDANTS, JOEL FLORIAN AND YADIRA FLORIAN

4/1/2016: VERIFIED ANSWER OF DEFENDANTS, JOEL FLORIAN AND YADIRA FLORIAN

91 More Documents Available

 

Docket Entries

  • 03/14/2019
  • at 09:00 AM in Department 55, Malcolm Mackey, Presiding; Order to Show Cause Re: (Settlement) - Not Held - Taken Off Calendar by Party

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  • 03/14/2019
  • Minute Order ( (Order to Show Cause Re: Settlement)); Filed by Clerk

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  • 03/11/2019
  • at 08:30 AM in Department 55, Malcolm Mackey, Presiding; Order to Show Cause Re: (Settlement) - Held - Continued

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  • 03/11/2019
  • Minute Order ( (Order to Show Cause Re: Settlement)); Filed by Clerk

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  • 03/11/2019
  • Order Appointing Court Approved Reporter as Official Reporter Pro Tempore (RE Rosie Samples, CSR #12383); Filed by Marta Lanza Monzon (Plaintiff)

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  • 03/11/2019
  • Order Appointing Court Approved Reporter as Official Reporter Pro Tempore (RE Sandra Guerra, CSR #10977); Filed by Marta Lanza Monzon (Plaintiff)

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  • 01/08/2019
  • at 08:30 AM in Department 55, Malcolm Mackey, Presiding; Order to Show Cause Re: (Settlement) - Held - Continued

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  • 01/08/2019
  • Minute Order ((Order to Show Cause Re: Settlement)); Filed by Clerk

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  • 01/04/2019
  • Declaration (of Joseph D. Curd re Order to Show Cause); Filed by Joel Florian (Defendant); Yadira Florian (Defendant)

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  • 11/09/2018
  • at 08:30 AM in Department 55, Malcolm Mackey, Presiding; Order to Show Cause Re: (Contempt) - Held

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175 More Docket Entries
  • 12/16/2015
  • Declaration; Filed by Defendant/Respondent

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  • 11/23/2015
  • PROOF OF SERVICE SUMMONS

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  • 11/23/2015
  • Proof-Service/Summons; Filed by Marta Lanza Monzon (Plaintiff)

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  • 11/23/2015
  • PROOF OF SERVICE SUMMONS

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  • 11/19/2015
  • PROOF OF SERVICE SUMMONS

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  • 11/19/2015
  • Proof-Service/Summons; Filed by Marta Lanza Monzon (Plaintiff)

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  • 11/16/2015
  • SUMMONS

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  • 11/16/2015
  • Complaint; Filed by Marta Lanza Monzon (Plaintiff)

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  • 11/16/2015
  • VERIFIED COMPLAINT FOR DAMAGES, DECLARATORY & INJUNCTIVE RELIEF 1. BREACH OF DUTY OF PRUDENCE & GOOD FAITH-GROSS MISMANAGEMENT-CORPORATE WASTE; ETC

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  • 02/22/1981
  • Request for Entry of Default / Judgment; Filed by Cross-Complainant

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Tentative Rulings

Case Number: BC601268    Hearing Date: May 20, 2021    Dept: 55

MONZON v. THE PALMS RESTAURANT, INC. BC601268

Hearing Date: 5/20/21, Dept. 55

#7:

(1) DEFENDANTS' MOTION COMPELLING SATISFACTION OF JUDGMENT PURSUANT TO CCP § 724.050.

(2) DEFENDANTS' MOTION TO ENFORCE THE TERMS OF THE SETTLEMENT AGREEMENT.

Notice: Okay

Opposition

MP: Defendants/Cross-complainants JOEL FLORIAN and YADIRA FLORIAN

RP: Plaintiff MARTA MONZON

Summary

On 11/16/15, Plaintiff MARTA MONZON filed a Complaint, alleging a shareholder derivative action, as majority shareholder and President of The Palms Restaurant, Inc., arising from wrongful actions of defendants, as shareholders, JOEL FLORIAN and YADIRA FLORIAN.

The causes of action are:

(1) BREACH OF DUTY OF PRUDENCE & GOOD FAITH-GROSS MISMANAGEMENT-CORPORATE WASTE

(2) BREACH OF FIDUCIARY DUTY OF LOYALTY — CONVERSION

(3) REMOVAL OF DIRECTORS, CORP. CODE SECTION 304

(4) DECLARATORY RELIEF

(5) FAILURE TO PRODUCE CORP., CODE SECTIONS 1601 AND 1602.

MP Positions

Moving parties request written settlement and satisfaction-of-judgment enforcement, on bases including the following:

· Based on the plain terms of the Settlement Agreement by the parties, on November 9, 2018, Plaintiff agreed that by buying Defendants' interest in the Corporation for $125,000.00, the Court’s Judgment against Defendants, including the $50,000 money damages due thereunder, was deemed to be satisfied.

· Based on the terms, Plaintiff must file Satisfaction of Judgment with the Court, and if she will not, the Court must deem the judgment satisfied and order the Clerk to enter satisfaction of the judgment.

· Defendants are not obligated to pay any portion of the CDTFA tax bill, under the terms of the Settlement Agreement. The parties agreed in writing that Plaintiff was solely responsible for the CDTFA tax bill. Further, Plaintiffs representation that bills incurred prior to September 7, 2018 will be owed 50/50 by the parties, contradicts the oral statements made by Plaintiff’s Counsel during the November 9, 2018 hearing.

· If Plaintiff has paid the CDTFA tax bill, she still must provide Defendants with proof of payment, according to the settlement agreement.

· The Plaintiff’s obligation to file a Satisfaction of Judgment is required independent of other obligations.

RP Positions

Opposing party requests denying, for reasons including the following:

· As was stated in open court by Mr. Curd and agreed to by the parties, "Any bills incurred prior to September 7th will be owed 50/50 by the plaintiffs and defendants, and the parties will agree or otherwise account for what that number is." So, the later agreement contradicts that, and both should be read together.

· After delay during attorney discussions about splitting the tax bill, Plaintiff voluntarily paid the full bill amount that increased from $6,850.40 to $12,437.70, so as to stop the accrual of interest and penalties.

· No satisfaction of judgment has been filed, because defendants have not paid fifty percent of the tax bill as agreed at the hearing.

Tentative Ruling

The motion to compel satisfaction of judgment is granted, as prayed.

The motion to enforce settlement is granted, as prayed.

The written settlement agreement and the settlement transcript are readily interpreted harmoniously, and are not in conflict.

The hearing statements, in the full context, show that no agreement was reached by all parties, as to splitting the tax bill, which instead left that for later resolution due to some disagreement (e.g., Plaintiff’s opposing declaration, ex. A (hearing transcript of 11/9/18), 21:20 (“WE'RE NOT AGREEING THAT THEY'RE GOING TO BE SPLIT 50/50.”)). An essential requirement of settlement agreements is evidence showing the parties’ manifestation of mutual, objective assent, to the same thing. Estate of Thottam (2008) 165 Cal.App.4th 1331, 1340.

The subsequent, written settlement agreement expressly places the obligations on Plaintiff to pay the entire amount of the tax bill, to provide proof within 15 days, and to file a satisfaction of judgment within 7 days of the agreement executing.

Specifically, relevant language provided as follows:

“The settlement transcript and this typewritten Agreement are meant to be read and construed together in order to give maximum effect to each.” (Plaintiff’s opposing decl., ex. D (settlement agreement), p. 1, ¶ 1(D)).

“As to any taxes arising prior to September 7, the parties shall cooperate to exchange documents and information and resolve all such prior obligations to the extent not listed in (ii) below.” (Id. at p. 3, ¶ 1(G)(i)). [Emphasis added.]

The subject tax obligation was fully addressed, below that, such that no further exchange or resolution was required as to it. “Plaintiff shall provide … proof of payment within fifteen ( 15) days from the date hereof…: CTDFA 6,850.40.” (Id. at p. 3, ¶ 1(G)(ii)).

“In exchange for the consideration above and the agreements herein, Plaintiff shall file a Satisfaction of Judgment, within seven (7) days after execution of this agreement.” (Id. at p. 4, ¶ 1(I)(2)).

According to Plaintiff’s declaration, the amount that Plaintiff paid, had increased, because the payment was not timely made as required by the settlement agreement, and instead was delayed during the attorneys’ discussions of splitting payment or not. That delay, and increased amount, fall outside the settlement agreement, unaddressed, and Plaintiff unilaterally already volunteered to pay the increase. In deciding a request to enforce a settlement agreement, judges cannot do more than to interpret the actual settlement provisions. Terry v. Conlan (2005) 131 Cal. App. 4th 1445, 1460.

Further, that Plaintiff does not read English well, and that Plaintiff has relied upon counsel for the desired advice, has no impact on interpreting the settlement agreement. The failure to read an agreement, because of an inability to understand English, is not a ground to change a contract, because parties are expected to have others read or explain the contracts to them. Randas v. YMCA of Metropolitan Los Angeles  (1993) 17 Cal.App.4th 158, 163. Finally, Plaintiff is bound by the attorney handling of the settlement. Attorney conduct is imputed to the client, except sometimes when there was complete abandonment of the client at the time, or positive misconduct. E.g., Sauer v. Sup. Ct. (1987) 195 Cal.App.3d 213, 231; Seacall Dev. v. Santa Monica Rent Control Bd. (1999) 73 Cal. App. 4th 201, 205; Aldrich v. San Fernando Valley Lumber Co. (1985) 170 CA3d 725, 739.

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