Judge: Christian R. Gullon, Case: 23PSCV03534, Date: 2024-08-07 Tentative Ruling

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Case Number: 23PSCV03534    Hearing Date: August 7, 2024    Dept: O

Tentative Ruling

(1)             Plaintiffs Chen Feng & Zhen Zhong Cao’s Motion For Summary Judgement, Or In The Alternative, Summary Adjudication is CONTINUED/TBD.

(2)             Plaintiffs’ Motion To Seal Confidential Settlement Agreement is CONTINUED/TBD.

Neither party filed a notice of related case.

Background

This case pertains to a settlement agreement. Plaintiffs Chen Feng and Zhen Zhong Cao (collectively, “Plaintiffs”) allege the following against Defendants Blake Sing Hon (“Hon”) and LV Cheyenne LLC (the “Company”): As a result of a settled derivative action initiated by Plaintiffs against Hon and the Company, Hon purchased all of Plaintiffs’ membership interest in the Company pursuant to a Confidential Settlement Agreement and Release (the “Settlement Agreement”) and Member Interest Purchase Agreement (the “Purchase Agreement”). Instead of dividing up the assets of the Company and paying Plaintiffs their proportional shares as required by the agreements, Hon directed the Company to pay himself a “bonus” of $805,899.56 on the premise that he was entitled to this bonus. The bonus provision, however, was to be triggered if the Company sold certain real property, but no such sale occurred.

On November 13, 2023, Plaintiffs filed suit against Defendant asserting the following causes of action:

1.   Breach of Settlement Agreement

2.   Breach of Purchase Agreement

3.   Unjust Enrichment

4.   Declaratory Relief

On January 12, 2024, the Company filed its answer.

On January 22, 2024, Hon filed his answer.

On May 6, 2024, Plaintiffs filed the instant motion for summary judgment and motion to seal the confidential settlement agreement.

On July 24, 2024, an opposition to the MSJ was filed.

Discussion

The hearings are continued/TBD because there appears to be a related case.

According to the complaint, following Hon’s refusal to make the Company documents available, Plaintiffs initiated a derivative action against Hon and the Company in the case of Chen Feng, et al. v. Blake Sing Hon, case no. 21STCV38166. Per California Rules of Court Rule 3.300 (‘Related Cases’), a pending civil case is related to another civil case, even if, as here, the case is dismissed without prejudice, if the cases:

(1)  Involve the same parties and are based on the same or similar claims;

(2)  Arise from the same or substantially identical transactions, incidents, or events requiring the determination of the same or substantially identical questions of law or fact;

(3)  Involve claims against, title to, possession of, or damages to the same property; or

(4)  Are likely for other reasons to require substantial duplication of judicial resources if heard by different judges.

Here, the two cases involve the same parties, and the instant case is directly predicated upon the finding(s) made in the first case. And “[w]henever a party in a civil action knows or learns that the action or proceeding is related to another action or proceeding pending, dismissed, or disposed of by judgment in any state or federal court in California, the party must serve and file a Notice of Related Case.” (Cal. Rules of Court, Rule 3.300, subd. (b).) However, no such notice has been filed.

Conclusion

Based on the foregoing, the hearing is continued/TBD, contingent upon the filing of a notice of related case and respective determination.