On 07/10/2015 THOMAS CUELLAR filed a Property - Commercial Eviction lawsuit against WALEED MANSOUR. This case was filed in Los Angeles County Superior Courts, Stanley Mosk Courthouse located in Los Angeles, California. The Judge overseeing this case is RAFAEL A. ONGKEKO. The case status is Disposed - Dismissed.
Disposed - Dismissed
Los Angeles County Superior Courts
Stanley Mosk Courthouse
Los Angeles, California
RAFAEL A. ONGKEKO
DOES 1 TO 20
DACK | MARASIGAN LLP
NOYA RONALD W. ESQ.
7/30/2015: PROOF OF SERVICE SUMMONS
8/5/2015: REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF DEMURRER TO COMPLAINT
8/5/2015: DEMURRER TO COMPLAINT
8/5/2015: NOTICE OF HEARING ON DEMURRER TO COMPLAINT
8/10/2015: NOTICE OF CASE MANAGEMENT CONFERENCE
8/12/2015: Minute Order
8/20/2015: MANSOUR REPLY MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF DEMURRER TO COMPLAINT
8/20/2015: OBJECTION TO SECOND REQUEST FOR JUDICIAL NOTICE SUBMITTED BY PLAINTIFF IN REPLY TO OPPOSITION TO DEMURRER
9/2/2015: Minute Order
9/15/2015: Minute Order
10/22/2015: DECLARATION OF KYLE B. ROYBAL, ESQ. RE: STATUS REPORT OF CASE
11/9/2015: Minute Order
11/9/2015: NOTICE OF STATUS CONFERENCE RE: STATUS OF STAY
1/5/2016: Minute Order
1/8/2016: Minute Order
1/8/2016: ORDER RE: DISTRIBUTION OF FUNDS FROM ESCROW TO PAY FOR MEDIATION PURSUANT TO STIPULATION
2/9/2016: SUBSTITUTION OF ATTORNEY
at 08:30 AM in Department 73; (OSC RE Dismissal; Order of Dismissal) -Read MoreRead Less
Minute OrderRead MoreRead Less
at 08:30 AM in Department 73; Case Management Conference - Not Held - Advanced and VacatedRead MoreRead Less
Notice of Lien; Filed by Thomas Cuellar (Plaintiff)Read MoreRead Less
NOTICE OF LIEN PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 491.410, 491.415, AND 491.420Read MoreRead Less
Substitution of Attorney; Filed by Thomas Cuellar (Plaintiff)Read MoreRead Less
SUBSTITUTION OF ATTORNEYRead MoreRead Less
at 08:30 AM in Department 73; Court Order - HeldRead MoreRead Less
Minute OrderRead MoreRead Less
Notice of Settlement; Filed by Thomas Cuellar (Plaintiff)Read MoreRead Less
Demurrer; Filed by Waleed Mansour (Defendant)Read MoreRead Less
NOTICE OF CASE MANAGEMENT CONFERENCERead MoreRead Less
Notice of Case Management Conference; Filed by ClerkRead MoreRead Less
REQUEST FOR ENTRY OF DEFAULTRead MoreRead Less
Request for Entry of Default / Judgment; Filed by Plaintiff/PetitionerRead MoreRead Less
Proof-Service/Summons; Filed by Thomas Cuellar (Plaintiff)Read MoreRead Less
PROOF OF SERVICE SUMMONSRead MoreRead Less
COMPLAINT-UNLAWFUL DETAINERRead MoreRead Less
Complaint; Filed by Thomas Cuellar (Plaintiff)Read MoreRead Less
SUMMONSRead MoreRead Less
Case Number: BC587638 Hearing Date: August 05, 2020 Dept: 78
JE SUIS, INC. d/b/a KEVIN CO.;
JACK SAPARZADEH, et al.,
August 6, 2020
[TENTATIVE] RULING RE:
Plaintiff/judgment creditor je suis, inc.’s Motion to Amend the Judgment to Add Non-Party Alter Ego makelifeyourart inc. as Judgment Debtor.
Plaintiff Je Suis, Inc.’s Motion to Amend the Judgment to Add Non-Party Makelifeyourart Inc. as Judgment Debtor is GRANTED.
This is an action for breach of contract. The First Amended Complaint (“FAC”) alleges as follows. Plaintiff Je Suis, Inc. (“Je Suis”) entered into an agreement with Defendant Jack Saparzadeh a/k/a Jacob Saparazadeh d/b/a Fabric Planet (“Fabric Planet”) on July 16, 2013 where Je Suis would provide to Fabric Planet on credit wholesale textile and fabric products, and Fabric Planet would promptly remit payment. (FAC ¶ 14.) Fabric Planet placed and received various orders from July 2013 – December 2013, but only made sporadic partial payments on the outstanding balance. (FAC ¶¶15-18.) in May 2015, the parties memorialized the outstanding amount in writing, but Fabric Planet breached the agreement on June 6, 2015 by failing to make payment. (FAC ¶¶ 19-20.)
Je Suis filed the Complaint on July 8, 2015, alleging four causes of action:
Breach of contract
For money due on an open book account
For money due on an account stated
For goods sold and received
On September 29, 2015, Je Suis filed the FAC, alleging the same causes of action.
On March 1, 2016, this Court overruled Fabric Planet’s demurrer to the FAC.
On August 23, 2016, the parties filed a Notice of Settlement of the Entire Case.
On December 13, 2016, the Court entered judgment on stipulation against Saparzadeh/Fabric Planet in the total amount of $41,929.10.
On March 3, 2020, Je Suis filed the present motion to amend the judgment.
No Opposition has been filed.
MOTION TO AMEND JUDGMENT
Code of Civil Procedure § 187 provides:
“When jurisdiction is, by the Constitution or this Code, or by any other statute, conferred on a Court or judicial officer, all the means necessary to carry it into effect are also given; and in the exercise of this jurisdiction, if the course of proceeding be not specifically pointed out by this Code or the statute, any suitable process or mode of proceeding may be adopted which may appear most conformable to the spirit of this code.”
“Code of Civil Procedure section 187 authorizes a trial court to amend a judgment to add judgment debtors. The court may exercise its authority to impose liability upon an alter ego who had control of the litigation, and was therefore represented in it. The addition of a new party as judgment debtor stems from the concept of the alter ego doctrine, which is that an identity exists between the new party and the original party, whose participation in the trial leading to the judgment represented the newly added party. Therefore amending a judgment to add an alter ego does not add a new defendant but instead inserts the correct name of the real defendant. In order to see that justice is done, great liberality is encouraged in the allowance of amendments brought pursuant to Code of Civil Procedure section 187. (Misik v. D'Arco (2011) 197 Cal.App.4th 1065, 1072–1073, internal quotation marks and citations omitted.)
“The first requirement for disregarding the corporate entity under the alter ego doctrine—whether there is sufficient unity of interest and ownership that the separate personalities of the individual and the corporation no longer exist—encompasses a series of factors. Among the many factors to be considered in applying the doctrine are one individual's ownership of all stock in a corporation; use of the same office or business location; commingling of funds and other assets of the individual and the corporation; an individual holding out that he is personally liable for debts of the corporation; identical directors and officers; failure to maintain minutes or adequate corporate records; disregard of corporate formalities; absence of corporate assets and inadequate capitalization; and the use of a corporation as a mere shell, instrumentality or conduit for the business of an individual.” (Id. at p. 1073.)
“The second requirement for application of the alter ego doctrine is a finding that the facts are such that adherence to the fiction of the separate existence of the corporation would sanction a fraud or promote injustice.” (Ibid.)
“[S]ection 187 applies only if the parties to be added as judgment debtors had control of the underlying litigation and were virtually represented.” (Greenspan v. LADT, LLC (2010) 191 Cal.App.4th 486, 517.)
Je Suis sttes that Makelifeyourart Inc. is a successor entity and/or alter ego of the judgment debtor, Fabric Planet. (Motion at p. 5.) They have provided evidence that Makelifeyourart Inc. operates at the same address as Fabric Planet, is the same exact business as Fabric Planet, and is the “ostensible successor of Judgment Debtor.” (Motion at p. 5.) They present evidence that Makelifeyourart is owned by Saparzadah as listed on the California Secretary of State website. (Jen Decl., Exh. C.)
Here, Makelifeyourart, Inc. did not exist at the time of the original judgment and thus could not have been an alter ego of Saparzadeh at the time of the action and could not have controlled the underlying litigation. (Minton v. Cavaney (1961) 56 Cal.2d 576, 581 [“Cavaney was not a party to the action against the corporation, and the judgment in that action is therefore not binding upon him unless he controlled the litigation leading to the judgment”].)
However, a plaintiff may invoke Section 187 to seek the inclusion of a judgment debtor on a “successor corporation” theory. (McClellan v. Northridge Park Townhome Owners Ass'n, Inc. (2001) 89 Cal.App.4th 746, 753.) “The general rule is ‘where one corporation sells or transfers all of its assets to another corporation, the latter is not liable for the debts and liabilities of the former unless (1) the purchaser expressly or impliedly agrees to such assumption, (2) the transaction amounts to a consolidation or merger of the two corporations, (3) the purchasing corporation is merely a continuation of the selling corporation, or (4) the transaction is entered into fraudulently to escape liability for debts.’” (Id.)
“The general rule of successor liability is that a corporation that purchases all of the assets of another corporation is not liable for the former corporation's liabilities unless, among other theories, the purchasing corporation is a mere continuation of the selling corporation. […] To be a mere continuation, California courts require evidence of one or both of the following factual elements: (1) a lack of adequate consideration for acquisition of the former corporation's assets to be made available to creditors, or (2) one or more persons were officers, directors, or shareholders of both corporations.” (Katzir's Floor and Home Design, Inc. v. M-MLS.com (2004) 394 F.3d 1143, 1150.)
Here, the Court finds that Je Suis has produced evidence demonstrating that Makelifeyourart Inc. is a continuation of Fabric Planet and another alter ego for Defendant Saparzadeh. Saparzadah is listed with the Secretary of State as the CEO, Secretary, and CFO for Makelifeyourart, Inc., which is located at the same location as Fabric Planet was previously located, in the same industry, and formed in June 2017, about six months after the judgment was entered against Saparazadeh dba Fabric Planet. (Jen Decl., Exh. C.)
Accordingly, Je Suis’s Motion to Amend the Judgment to Add Non-Party Makelifeyourart Inc. as Judgment Debtor is GRANTED.
Plaintiff to give notice.
DATED: August 6, 2020
Hon. Robert S. Draper
Judge of the Superior Court
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