Judge: Elaine W. Mandel, Case: SC128455, Date: 2022-12-07 Tentative Ruling

Case Number: SC128455    Hearing Date: December 7, 2022    Dept: P

Tentative Ruling
Javaherian v. Moradi et al., Case No. SC128455
Hearing Date December 7, 2022
Supplemental Briefing Re: Plaintiff’s Summary Adjudication Motion

The court refers to its ruling issued October 11, 2022. The parties agree defendant Moradi did not fully pay plaintiff Javaherian under the December 2010 personal guarantee agreement. Javaherian argues this entitles him to summary adjudication of his breach of contract claim. Moradi argues there is a triable issue of fact as to whether payment of the guarantee was conditioned on Javaherian providing $300,000 after a capital call. After oral argument, the parties submitted supplemental briefs regarding the capital call.

The agreement states Moradi would guarantee loans made to three of his entities “in consideration of Javaherian providing the additional funding[.]” Guaranty Agreement pg. 1. The term “additional funding” is defined as “additional funding in the amount of $150,000. Id. at §A. The $300,000 capital call is referenced in the recitals, but heavily qualified. 

The agreement states the capital call funding will “possibly” be provided “at a later date . . . as reasonably necessary and justified by the guarantor[.]” It does not state the capital call funding must be provided before the guarantee is effective. The agreement is clear, and the guarantee was not conditional on providing the capital call funding; the only condition precedent is the additional funding. Because there is no ambiguity, the court need not look outside the four corners of the contract to discern the parties’ intent.

Moradi’s argument that the guarantee is a sham because he was already the primary obligor is without merit. Pacific Bancorp, PBI Arizona Mint and PBI Arizona Gold Rush were the primary obligors. Under the agreement, Moradi guaranteed these entities’ debts to Javaherian. GRANTED.