Department 58

Hearing Date: March 23, 2023

Case Name: Aida Shahbandeh Masihi v. Prexa Sant’e LLC, et al.

Case No.: 21STCV43632

Matter: Plaintiff’s motion to strike Stem Cell Therapeutics LA, LLC’s answer

Moving Party: Plaintiff Aida Shahbandeh Masihi

Opposing Party: Defendant Stem Cell Therapeutics LA, LLC

Trial Date: July 24, 2023

Discovery c/o: June 24, 2023

Tentative Rulings: Plaintiff Aida Shahbandeh Masihi’s Motion to Strike Defendant Stem Cell Therapeutics LA, LLC’s Answer is GRANTED.

BACKGROUND:

On November 30, 2021, Plaintiff Aida Shahbandeh Masihi (Plaintiff) filed a complaint against Defendants Prexa Sant’e LLC, Infusion Pharmacy Network LLC, Integrative Wellness Network L.L.C., Stem Cell Therapeutics LA LLC (SCT LA), Mathew A. Bennett, MD, Christine Collins, MD, and Robin Messier (collectively Defendants), asserting causes of action for: (1) breach of oral contract; (2) common count—account stated; (3) common count—open book account; and (4) fraud and deceit. The complaint alleges Plaintiff loaned Defendants $400,000 to develop a treatment for Coronavirus, but Defendants have failed to repay any amount to Plaintiff.

On March 2, 2022, the Court overruled demurrers brought by Defendants. On March 22, 2022, all Defendants, including SCT LA, filed an answer to Plaintiff’s complaint. Plaintiff now moves to strike SCT LA’s answer.

DISCUSSION:

“The court may, upon a motion made pursuant to Section 435, or at any time in its discretion, and upon terms it deems proper: . . . (b) Strike out all or any part of any pleading not drawn or filed in conformity with the laws of this state, a court rule, or an order of the court.” (Code Civ. Proc., § 436.)

Plaintiff brings this motion on grounds that SCT LA’s LLC status has been suspended by the California Franchise Tax Board. In opposition, SCT LA contends that Robin Messier, who is SCT LA’s listed agent and a Defendant in this action, did not realize that SCT LA’s status was suspended and is taking steps to restore it. Plaintiff replies that SCT LA could have revived its status at any time after Plaintiff notified Defendants of its intention to file this motion—including up to when SCT LA filed its opposition to this motion.

Suspended corporations and other entities may not “prosecute or defend an action, appeal from an adverse judgment, seek a writ of mandate, or renew a judgment obtained prior to suspension.” (Grell v. Laci Le Beau Corp. (1999) 73 Cal.App.4th 1300, 1306, citations omitted.) “The purpose of Revenue and Taxation Code section 23301 is to prohibit the delinquent corporation from enjoying the ordinary privileges of a going concern, and to pressure it to pay its taxes.” (Ibid.) “The rule is clear that a corporation suspended for nonpayment of taxes may not defend itself in litigation.” (Palm Valley Homeowners Assn., Inc. v. Design MTC (2000) 85 Cal.App.4th 553, 556.) The rule applies equally to limited liability companies. (See Newport Harbor Ventures, LLC v. Morris Cerullo World Evangelism (2016) 6 Cal.App.5th 1207, 1215; Cadle Co. v. World Wide Hospitality Furniture, Inc. (2006) 144 Cal.App.4th 504, 513.)

Judicial notice may be taken of a company’s corporate or LLC status. (Evid. Code §§ 452(c) and 452(g); Friends of Shingle Springs Interchange, Inc. v. County of El Dorado (2011) 200 Cal.App.4th 1470, 1478.)

Here, the Court takes judicial notice that SCT LA’s status as an LLC is currently suspended by the California Franchise Tax Board. As a suspended LLC, SCT LA may not defend itself in this action—including by filing an answer to Plaintiff’s complaint. In opposition, SCT LA argues that one of its members is taking steps to revive its status. SCT LA has nonetheless failed to do so, and its answer to Plaintiff’s complaint is therefore properly stricken.

Accordingly, the Court grants Plaintiff’s motion to strike Stem Cell Therapeutics LA, LLC’s answer.

........................................................................

Judge Bruce G. Iwasaki

Department 58

Hearing Date: March 23, 2023

Case Name: Aida Shahbandeh Masihi v. Prexa Sant’e LLC, et al.

Case No.: 21STCV43632

Matter: Motions to be relieved as counsel for Prexa Sant’e LLC, Infusion Pharmacy Network LLC, Integrative Wellness Network L.L.C., Stem Cell Therapeutics LLC, Mathew A. Bennett, MD, Christine Collins, MD, and Robin Messier

Moving Party: Attorney Gary L. Eastman

Opposing Party: None

Trial Date: July 24, 2023

Discovery c/o: June 24, 2023

Tentative Rulings: Gary L. Eastman’s Motion to be Relieved as Counsel for Prexa Sant’e LLC is GRANTED.

Gary L. Eastman’s Motion to be Relieved as Counsel for Infusion Pharmacy Network LLC is GRANTED.

Gary L. Eastman’s Motion to be Relieved as Counsel for Integrative Wellness Network L.L.C. is GRANTED.

Gary L. Eastman’s Motion to be Relieved as Counsel for Stem Cell Therapeutics LLC is GRANTED.

Gary L. Eastman’s Motion to be Relieved as Counsel for Mathew A. Bennett, MD is GRANTED.

Gary L. Eastman’s Motion to be Relieved as Counsel for Christine Collins, MD is GRANTED.

Gary L. Eastman’s Motion to be Relieved as Counsel for Robin Messier is GRANTED.

BACKGROUND:

On November 30, 2021, Plaintiff Aida Shahbandeh Masihi (Plaintiff) filed a complaint against Defendants Prexa Sant’e LLC, Infusion Pharmacy Network LLC, Integrative Wellness Network L.L.C., Stem Cell Therapeutics LLC, Mathew A. Bennett, MD, Christine Collins, MD, and Robin Messier (Defendants), asserting causes of action for: (1) breach of oral contract; (2) common count—account stated; (3) common count—open book account; and (4) fraud and deceit. The complaint alleges Plaintiff loaned Defendants $400,000 to develop a treatment for Coronavirus, but Defendants have failed to repay any amount to Plaintiff.

Gary L. Eastman, Counsel for the seven named Defendants, now moves to be relieved as counsel for each Defendant. The seven motions are unopposed.

DISCUSSION:

The court may order that an attorney be changed or substituted at any time before or after judgment or final determination upon request by either client or attorney and after notice from one to the other. (Code of Civ. Proc., § 284(b).) An attorney is permitted to withdraw where conflicts between the attorney and client make it unreasonable to continue the representation. (See Cal. Rules of Prof. Conduct 3-700(C)(1).) “The determination whether to grant or deny a motion to withdraw as counsel lies within the sound discretion of the trial court.” (Manfredi & Levine v. Superior Court (1998) 66 Cal.App.4th 1128, 1133.) The court should consider whether the attorney’s “withdrawal can be accomplished without undue prejudice to the client’s interests.” (Ramirez v. Sturdivant (1994) 21 Cal.App.4th 904, 915.)

California Rule of Court rule 3.1362 requires: (1) notice of motion and motion to be directed to the client (made on the Notice of Motion and Motion to be Relieved as Counsel—Civil form (MC-051)); (2) a declaration stating in general terms and without compromising the confidentiality of the attorney-client relationship why a motion under Code of Civil Procedure section 284(2) is brought instead of filing a consent under Code of Civil Procedure section 284(1) (made on the Declaration in Support of Attorney's Motion to Be Relieved as Counsel—Civil form (MC-052)); (3) service of the notice of motion and motion and declaration on all other parties who have appeared in the case; and (4) the proposed order relieving counsel (prepared on the Order Granting Attorney's Motion to Be Relieved as Counsel—Civil form (MC-053)).

Here, counsel has filed the necessary paperwork. For each Defendant, counsel has filed a notice of motion and motion on Form MC-051, a declaration in support on Form MC-052, a proposed order on Form MC-053, and proof of service by email and physical mail.

In his declarations in support, on Item 3b.(1)(d), counsel notes: “The client has not affirmatively confirmed what their residential address is. However, public available records show that client's last known address is the same residential address that service was made; additionally, copies of all pleadings in this Motion have been electronically sent to the email address through which the Defendant has previously and routinely corresponded with Attorney.” Based on counsel’s declarations, the Court is satisfied that service has been properly effectuated.

In his declarations in support, counsel also states that the instant motions were necessitated by a breakdown in attorney-client communication. According to counsel, the breakdown in communication and attorney-client relationship more broadly, along with Defendants’ failure to abide by the Attorney Client Agreement, has made it unreasonably difficult for counsel to continue representing the Defendants in this action.

Based on these representations, the Court agrees that counsel's withdrawal would not harm the administration of justice. Due to the breakdown in attorney-client relationships, counsel’s continued representation would not advance the pending litigation. Furthermore, counsel's withdrawal will not prejudice Defendants. Trial in this matter is set for July 24, 2023, which is more than four months from the hearing on these motions. Defendants will have ample time to retain new counsel. Finally, no party to this action opposes counsel’s motions.

The Court therefore grants Gary L. Eastman’s motions to be relieved as counsel.