Judge: Gail Killefer, Case: 22STCP00712, Date: 2023-11-15 Tentative Ruling
Case Number: 22STCP00712 Hearing Date: November 15, 2023 Dept: 37
HEARING DATE: Wednesday November 15, 2023
CASE
NUMBER: 22STCP00712
CASE NAME: Frank Afari v. ABJAD, Inc., et al.
TRIAL DATE: Not Applicable.
PROCEEDING: Motion to Correct or Vacate Arbitration Award
MOVING PARTY: Defendants ABJAD, Inc., Ira Afari, Saiid Afari, and
Manuchehr Afari
OPPOSING PARTY: Plaintiff Frank Afari
PROOF OF SERVICE: OK
OPPOSITION: 1 November 2023
REPLY: 7
November 2023
TENTATIVE: Defendants’ Motion to Correct or Vacate the
August 23, 2023, Arbitration Award is denied.
PROCEEDING: Motion to Confirm
Arbitration Award
MOVING PARTY: Plaintiff Frank Afari
OPPOSING PARTY: Defendants ABJAD, Inc., Ira Afari,
Saiid Afari, and Manuchehr Afari
PROOF OF SERVICE: OK
OPPOSITION: 1 November 2023
REPLY: None
filed.
TENTATIVE: Plaintiff’s Motion to Motion to Confirm
Arbitration Award is granted.
PROCEEDING: Motion to Stay Action Pending Appraisal
and Sale Pursuant to Corporations Code § 2000
MOVING PARTY: Defendants ABJAD, Inc., Ira
Afari, Saiid Afari, and Manuchehr Afari
OPPOSING PARTY: Plaintiff Frank Afari
PROOF OF SERVICE: OK
OPPOSITION: 01 November 2023
REPLY: 07
November 2023
TENTATIVE: Defendants’ Motion to Stay Action Pending
Appraisal and Sale Pursuant to Corporations Code § 2000 is denied.
Background
This
is an action arising out of the family ownership of Defendant, Abjad, Inc. (“ABJAD”), a corporation
that owns one property as its only asset (“Property”). Frank Afari, (“Plaintiff”) and Ira Afari,
Saiid Afari, and Manuchehr Afari (collectively “Defendants”) are brothers and
shareholders of Abjad, Inc. On
April 16, 2006, Plaintiff and Defendants entered into a shareholder agreement
(the “Agreement”) which granted them each shares of Abjad, Inc.
Plaintiff’s
Complaint alleges mismanagement by Ira Afari, namely that Ira Afari allegedly
received payments from outside property management companies which contracted
to manage Abjad’s Property.
Plaintiff alleges he tried to sell the shares he owned and as custodian for the
shares of Sophia Afari and Celene Afari. Plaintiff alleges he also tried to
sell the Abjad property outright
and secured several offers to purchase the Property. Plaintiff alleges that
Defendant Ira Afari undermined his efforts for either option and, instead,
Defendants conspired to take full control of Abjad.
On
March 1, 2022, Plaintiff filed his initial Complaint against Defendants,
alleging six causes of action: (1) involuntary dissolution; (2) breach of
fiduciary duty; (3) conversion of property; (4) fraud; (5) unjust enrichment;
and (6) accounting. On June 13, 2022, Plaintiff filed his operative First
Amended Complaint (“FAC”) alleging identical causes of action.
On
June 27, 2023, Defendants’ Motion to Compel Arbitration was granted.
On
October 5, 2023, Plaintiff filed a Motion for an Order Confirming the
Arbitration Award and to Enter Orders and Judgment. Defendants filed opposition
papers on November 1, 2023.
On
October 6, 2023, Defendants filed a Motion to Stay Action Pending Appraisal and
Sale Pursuant to Corporations Code § 2000. On October 19, 2023, Defendants also
filed a Motion to Vacate and Correct Arbitration Award. Plaintiff filed
opposing papers to both motions on November 1, 2023. Defendants filed a reply
to both motions on November 7, 2023.
All
three matters are now before the court.
Motion TO CONFIRM ARBITRATION AWARD
MOTION TO CORRECT OR Vacate Arbitration Award
I. Legal Standard
A. Motion
to Confirm Arbitration Award
Any
party to an arbitration award in which an award has been made may petition the
court to confirm, correct, or vacate the award.” (CCP § 1285.) “A petition
under this chapter shall: (1) Set forth the substance of or have attached a
copy of the agreement to arbitrate unless the petitioner denies the existence
of such an agreement. (b) Set forth the names of the arbitrators. (c) Set forth
or have attached a copy of the award and the written opinion of the
arbitrators, if any.” (CCP § 1285.4.) “A response to a petition under this
chapter may request the court to dismiss the petition or to confirm, correct or
vacate the award.” (CCP §1285.2.)
A
petition to confirm an arbitration award must set forth the substance of or
attach the arbitration agreement, include the name of the arbitrator, and
attach a copy of the award and the written opinion of the arbitrator, if any.
(CCP § 1285.4.) The petition must be served no earlier than 10 days, but no
later than 4 years, after service of the award on the petitioner. (CCP §§ 1288,
1288.4.) The petition, written notice of the time and place of the hearing on
the petition, and any other papers upon which the petition is based must be
served in the manner provided in the arbitration agreement for service of such
petition and notice. (CCP § 1290.4(a).)
B. Motion
to Correct or Vacate Arbitration Award
CCP
§ 1286.6 provides that the court “shall correct the award and confirm it as
corrected if the court determines that:
(a) There was an evident miscalculation
of figures or an evident mistake in the description of any person, thing or
property referred to in the award;
(b) The arbitrators exceeded their powers
but the award may be corrected without affecting the merits of the decision
upon the controversy submitted; or
(c) The award is imperfect in a matter of
form, not affecting the merits of the controversy.”
Pursuant to CCP § 1286.2(a), the court shall vacate an
arbitration award if it determines any of the following:
1) the award was procured by
corruption, fraud, or other undue means;
2) the arbitrator was corrupt;
3) the arbitrator's misconduct
substantially prejudiced a party's rights;
4)
the arbitrator exceeded his power and the award cannot be corrected without
affecting the merits of the decision;
5)
the arbitrator refused to hear material evidence, to postpone the hearing, or
acted contrary to the provisions of the code concerning arbitration;
6) the arbitrator was subject to
disqualification but did not disqualify himself.
II. Discussion
Plaintiff and Defendants are brothers,
and each brother has an interest in Abjad,
Inc. Plaintiff commenced this action against his brothers and Abjad, Inc. (collectively “Defendants”)
seeking damages for the mismanagement of Abjad,
Inc. and seeking to be bought out of Abjad
at a fair and reasonable price. Pursuant to section 17 of the “Agreement”,
Defendants moved to compel arbitration of the controversy. (See Exhibit H to
the Declaration of Thomas J. Weiss filed in support of Motion to Vacate or
Correct Arbitration Award.) On June 27, 2022, the court granted this motion and
ordered the action arbitration.
Arbitration was held before the Honorable Gerald S. Rosenberg (Retired)
(the “Arbitrator”).
On
June 21, 2023, the arbitrator issued an “Interim Arbitration Award” finding
that Plaintiff was entitled to damages in the sum of $83,121.39, plus
prejudgment interest, against Defendant Ira Afari. (See Exhibit 1 to the
Declaration of Thomas J. Weiss filed in support of Motion to Stay Proceedings.)
The partial June 21, 2023, Award further found Abjad, Inc. should be dissolved by selling the Property. (Ibid.)
Moreover, the arbitrator dismissed Defendants Saiid Afari and Manuchehr Afari from
the action with respect to the claim for damages. These two Defendants remained nominal
Respondents as to any claim of dissolution of Abjad,
Inc. and the sale of its assets. (See Exhibit F to the Declaration of Nilou
Zakariaie filed in support of the Motion for an Order Confirming Arbitration
Award.)
Defendants
now seek to vacate or correct the “Partial Final Award” dated August 23, 2023
(the “August 23, 2023, Award”) on the basis that said Award contradicts the
June 21, 2023, Award. On the other hand, Plaintiff moves to confirm the August
23, 2023, Award.
The
June 21, 2023, Award states:
This Award is binding and is
intended to address all issues in dispute even if not expressly discussed
herein, except as to the determination of an award of attorneys' fees and
costs, to the extent allowable. Any claim for fees and costs shall be made by
noticed motion within 15 days of service of this Award. If a claim for fees and
costs is submitted, any opposition shall be submitted within days following
service of the claim for fees and costs. Any reply shall be submitted within 5
days of service of the opposition. If no claim for fees and costs is timely
made, this Award shall become the Final Award of the Arbitrator.
(See
Exhibit C to the Declaration of Nilou Zakariaie filed in support of the Motion
for an Order Confirming Arbitration Award at p. 25.)
Defendants
assert that per section 18.7 of the Agreement, the court rather than the
arbitrator had the authority to award costs and attorney’s fees. Section 18.7
states:
If any action or proceeding,
including arbitration, is brought by any party with respect to this Agreement,
the transactions referred to herein, or the interpretation, enforcement or
breach hereof, the prevailing party in such action shall be entitled to an
award of all reasonable costs of litigation, including, without limitation,
attorneys' fees, to be paid by the losing party, in such amount as may be
determined by the court having jurisdiction of such action.
(See
Exhibit H of the Declaration of Thomas J. Weiss filed in Support of Motion to
Vacate or Correct Arbitration Award.) Defendants do not contend that the June
21, 2023, Award should be vacated or corrected, and instead assert that the
August 23, 2023, Award should be corrected or vacated because it is
inconsistent with the June 21, 2023, Award.
On
August 23, 2023, the Arbitrator issued a further Award, also entitled “Partial
Final Award,” and denied Respondents Saiid Afari and Manuchehr Afari’s Motion
for Attorney’s Fees and Costs but granted Plaintiff’s Motion for Attorney’s
Fees and Costs. (See Exhibit E to the Declaration of Nilou Zakariaie filed in
support of the Motion for an Order Confirming Arbitration Award at p. 24.) The
August 23, 2023, Award further states:
The Arbitrator reserves
jurisdiction to resolve any issues concerning the winding up of the
corporation, the selling of The Property located at 5130 Yarmouth A venue,
Encino, California, and the dissolution of the corporation. Additionally, the
Arbitrator reserves jurisdiction over the issue of attorney's fees and costs.
This reservation of jurisdiction is made pursuant to the Shareholder's
Agreement (Exhibit 36) and the cases of Hightower v. Superior Court (2001) 86
21 Cal.App.4th 1415 and VVA-TWO, LLC v. Impact Development Group, LLC (2020) 48
22 Cal.App.5th 985.
(Id.
at p. 25.)
Defendants
now seek to correct or vacate the August 23, 2023, Award on the basis that it
contradicts the June 21, 2023, Award because it preserves the arbitrator’s
jurisdiction over the sale of the Property and determined the claims for
attorney’s fees in violation of section 18.7 of the Agreement. Specifically,
Defendants Saiid Afari and Manuchehr Afari assert that they are prevailing
parties in the arbitration proceeding because the claim for damages against
them was dismissed and they are entitled to recover attorneys’ fees such that
the August 23, 2023, Award denying their fee request should be corrected or
vacated.
A. Arbitrator
Had the Authority to Award Attorney’s Fees
Plaintiff
points out that in the Notice of Arbitrable Dispute, emailed to ADR on July 19,
2022, Defendants sought the following remedy and relief:
2. An
award to each of the Ira, Said and Mike Groups of their respective arbitration
costs and attorney fees expended in this arbitration, as allowed by law and in
the discretion of the arbitrator.
(See
Exhibit B to the Declaration of Nilou Zakariaie file in
Opposition to the Motion to Correct or Vacate Arbitration Award.) Accordingly,
Defendants appear to have consented to have the Arbitrator decide the issue of
Attorney’s Fees.
Section
18.7 of the Agreement states that the amount of attorney’s fees and costs to be
paid “may be determined by the court having jurisdiction of such action” not
that the court must decide the issue of attorney’s fees. (See
Exhibit H of the Declaration of Thomas J. Weiss filed in Support of the Motion
to Vacate or Correct the Arbitration Award.) Even if section 18.7 of the
Agreement gives the court the jurisdiction to decide the issue of attorney’s
fees and cost, the court finds that Defendants, by requesting that the issue of
attorney’s fees be decided in arbitration along with making a motion for
attorney’s fees to the Arbitrator, waived the argument that the issue of
attorney’s fees and costs should be decided by the court rather than the Arbitrator.
Furthermore,
on August 11, 2023, the Arbitrator issued a ruling on Frank, Saidd, and
Manuchehr Afari’s Motions for Attorney’s Fees, which was incorporated into the
August 23, 2023, Award. (See Exhibit E to the Declaration of Nilou
Zakariaie file in Opposition to the Motion to Correct or Vacate Arbitration
Award.) The Arbitrator found that he had the authority to adjudicate the
parties’ fee motions and that, in interpreting the Agreement as a whole, the
Arbitrator rather than the court had jurisdiction over the action. (Id.
at p. 5-6.)
First, it is important to note
that section 17.8 itself contemplates and explicitly includes arbitration as an
“action or proceeding” under the Agreement. This is particularly significant
when considering the fact that the language relied on by Respondents refers to
the “court having jurisdiction of such action.” As a general matter, no court
has jurisdiction of an arbitration— only an arbitrator does. (A proceeding to
enforce an arbitral award is not reasonably understood as the same proceeding
as the arbitration itself.) This strongly indicates that the phrase “court
having jurisdiction of such action” should be read in the context of this
provision to include the Arbitrator—otherwise, there would be no authority with
actual jurisdiction over the arbitration proceeding itself.
Second, as noted above,
provisions of a contract must be read together with and in light of the other
provisions of the contract with “each clause helping to interpret the other[.]”
(See Gilkyson, supra, 66 Cal.App.5th at p. 916.) This being the case, section
18.7 must be read together with the other parts of the Agreement. Of particular
note is section 17.1, which states: “The Shareholders and the Corporation agree
that any dispute among them arising out of, in connection with or relating to
this Agreement shall be submitted to binding and final arbitration . . . .”
(See Shareholder Agreement, §17.1) The dispute over attorneys’ fees and costs
is certainly a dispute between the parties, and courts have found contractual
language such as this to broadly include even extracontractual disputes “so
long as they have their roots in the relationship between the parties which was
created by the contract.” (Howard v. Goldbloom (2018) 30 Cal.App.5th 659, 664
[“Put another way, ‘[f]or a party’s claims to come within the scope of such a
clause, . . . [they] need only “touch matters” covered by the contract
containing the arbitration clause.’”.]) “[C]ourts should indulge every
intendment to give effect to such proceedings[.] . . . Hence, any reasonable
doubt as to whether a claim falls within the arbitration clause is to be
resolved in favor of arbitration.” (Victrola 89, LLC v. Jaman Properties 8 LLC
(2020) 46 Cal.App.5th 337, 356.) Viewed in light of the broad range of the
disputes directed to arbitration by section 17.1, together with the relevant
case law, including the Arbitrator as a permissible decisionmaker under section
18.7 is shown to be even more reasonable.
(See
Exhibit E to the Declaration of Nilou Zakariaie file in
Opposition to the Motion to Correct or Vacate Arbitration Award at pp. 6-7.)
The
court agrees that the Arbitrator rather than the court had the jurisdiction to
decide the issue of attorney fees. “Once a court grants the
petition to compel arbitration and stays the action at law, the action at law
sits in the twilight zone of abatement with the trial court retaining merely a
vestigial jurisdiction over matters submitted to arbitration.” (Brock v. Kaiser Foundation Hospitals (1992)
10 Cal.App.4th 1790, 1796.) This vestigial jurisdiction only permits the court
to take certain limited actions, such as appointing an arbitrator in the method
selected by the parties or “grant[ing] a provisional remedy” as permitted by
statute such as confirming, correcting, or vacating an arbitration award. (Titan/Value
Equities Group, Inc. v. Superior Court (1994) 29 Cal.App.4th 482,
487.) “Absent an agreement to withdraw
the controversy from arbitration, however, no other judicial act is
authorized.” (Ibid., citing Byerly v. Sale (1988) 204 Cal.App.3d
1312, 1315.) Therefore, so long as the action was
in arbitration, the Arbitrator retained the authority to adjudicate the action,
including the issue of attorney’s fees.
While
it is true that an arbitrator “could not amend, modify, supplement, change or
confirm his own arbitration award”, the Arbitrator in issuing the August 23,
2023, Award was in no way changing or amending the June 21, 2023, ruling. (Heenan v. Sobati (2002) 96 Cal.App.4th 995, 1005 (Heenan).)
Per the June 21, 2023, ruling, the issue of attorney’s fees was to be decided
at a later time by the Arbitrator and parties were invited to submit motions
and opposing papers regarding the attorney’s fees. (See Exhibit C to the
Declaration of Nilou Zakariaie filed in support of the Motion for an Order
Confirming Arbitration Award at p. 25.) Therefore, the court disagrees that the
June 21, 2023, and the August 23, 2023, rulings are inconsistent. Thus, the
ruling in Heenan does not apply.
Lastly,
the findings of Acosta v. Kerrigan (2007) 150
Cal.App.4th 1124 (Acosta) do not apply to this action because the
provision related to attorney’s fees in the occupancy agreement at issue in Acosta
was different from the ones at issue in this action:
‘Should any party to this Agreement hereafter institute any
legal action or administrative proceeding against the other by any method other
than said arbitration, the responding party shall be entitled to recover from
the initiating party all damages, costs, expenses, and attorneys' fees incurred
as a result of such action.’
(Id. at p. 1126.)
The Accosta Court reasoned that
because the language of the occupancy agreement in that case explicitly allowed
for the recovery of attorney’s fees to the party inciting arbitration, the
issue of attorney’s fees should be decided by the court rather than the
arbitrator.
We ultimately conclude the agreement does not oust the trial
court from jurisdiction to adjudicate Kerrigan's request for fees as to the
proceeding occurring before that judge. Given the trial court is responsible
for deciding a petition to compel arbitration, the trial court also should be
responsible for resolving a claim for attorney fees made in connection with
that petition to compel arbitration.
(Acosta, supra,
150 Cal.App.4th at p. 1130 [italics original].) Here, the Agreement does not
contain a similar provision to that one in Acosta. Instead “without
limitation, attorney’s fees [are] to be paid by the losing party, in such
amount as may be determined by the court having jurisdiction of such action.” (See Exhibit H of the Declaration of
Thomas J. Weiss filed in Support of the Motion to Vacate or Correct the
Arbitration Award.) As the Arbitrator has jurisdiction over the action and as
the parties submitted the issue of attorney’s fees to the Arbitrator, then the
Arbitrator had the power to award attorney’s fees.
Moreover, as explained by the California
Supreme Court in Moshonov v. Walsh (2000) 22 Cal.4th 771, because
the interpretation of the Agreement was “a matter submitted to arbitration” the
Arbitrator did not act in excess of his power in determining that he had the
authority to award attorney’s fees, and even if it was in error, “such an
interpretation could amount, at most, to an error
of law on a submitted issue,” such error “is not in excess of the arbitrator's
powers within the meaning of sections 1286.2 and 1286.6. [Citation.]” (Id.
at p. 779.) Similarly, the Arbitrator
also had the authority to find that Defendants Saiid Afari and Manuchehr Afar were not the prevailing parties and were not
entitled to attorney’s fees. “The
decision here thus did not violate ‘an express and explicit restriction on the
arbitrator's power.’ [Citation.]” (Ibid.) Therefore,
because “[t]he recovery or nonrecovery of fees being one of the ‘contested
issues of law and fact submitted to the arbitrator for decision’ [Citation],
the arbitrator's decision was final and could not be judicially reviewed for
error.” (Id. at p. 776.)
Based
on the foregoing, the court denies Defendants’ Motion to Correct or Vacate the
August 23, 2023, Award.
The
court grants Plaintiff’s Motion to Confirm the August 23, 2023, Award.
Motion TO stay action pending
APPRAISAL and sale pursuant to corporations code § 2000
I. Legal Standard
Corporations Code § 2000 is a
special proceeding permitting a statutory buyout procedure that supplants a
cause of action for involuntary dissolution of a corporation. (Veyna
v. Orange County Nursery, Inc. (2009) 170
Cal.App.4th 146, 154.)
‘Section
2000, subdivision (a), which applies to corporations, states that, ‘[i]n any
suit for involuntary dissolution, ... the corporation or, if it does not elect
to purchase, the holders of 50 percent or more of the voting power of the
corporation (the “purchasing parties”) may avoid the
dissolution of the corporation and the appointment of any receiver by
purchasing for cash the shares owned by the plaintiffs or by the shareholders
so initiating the proceeding (the “moving parties”) at their fair value.’
If the parties are unable to agree on the fair value of the shares, and the
purchasing parties post a bond with sufficient security to pay the moving
parties’ estimated reasonable expenses, ‘the court
upon application of the purchasing parties ... shall stay the winding up and
dissolution proceeding and shall proceed to ascertain and fix the fair value of
the shares owned by the moving parties.’ [Citation]
(Schrage v. Schrage (2021) 69 Cal.App.5th 126, 136.)
II. Discussion
Defendants ABJAD, Inc. and Ira, Saiid,
and Manuchehr Afari seek an order staying the action under Corporations Code § 2000,
and an order to appraise Abjad’s
shares in order for the other shareholders to purchase Plaintiff’s shares in
ABJAD, Inc. The court notes that the stay applies only to the dissolution
proceedings of the corporation, not the entire action. (See Schrage,
supra, 69 Cal.App.5th 126 at p. 136.) Therefore, the court sees
no reason why the August 23, 2023, Award cannot be confirmed while the
dissolution proceeding is stayed.
More importantly, Plaintiff urges the
court to read Corporations Code § 2000 as being a provision that can only be
invoked to avoid a trial on the merits.
As this matter has already been arbitrated, Plaintiff asserts that the
provisions of section 2000 are unavailable to Defendants. “In contrast, the special proceeding under
section 2000 includes none of the attributes of a trial. There is no resolution
of the disputes on the merits. The special proceeding does not determine
whether the corporation should be dissolved, but instead, provides the
plaintiff and defendant with a statutory remedy without trial.” (Ontiveros v. Constable (2018) 27 Cal.App.5th 259, 277.)
The purpose of section 2000 is to allow “‘[the] purchasing parties aspire to
buy out the moving party, with minimal expenditure of time and money that would
otherwise be spent in litigation, in order to preserve the corporation.’
[Citation.]” (Schrage, supra, 69
Cal.App.5th at p. 137.) The court agrees it would be contrary to the purpose of
section 2000 to allow Defendants to avoid the dissolution of ABJAD, Inc. by
invoking section 2000 after the arbitration proceeding has already ended and
the Arbitrator has already ruled on the issue.
‘[C]ourts should generally defer to an
arbitrator's finding that determination of a particular question is within the
scope of his or her contractual authority.’ [Citation.] Section 1283.4 states
that an arbitrator's written award shall determine all submitted questions
‘necessary in order to determine the controversy.’ It is, however, for the
arbitrator to determine what issues are ‘necessary’ to the ultimate decision.
[Citation.]” (Hightower v. Superior Court (2001) 86 Cal.App.4th 1415,
1434.) In this action, the Arbitrator found that the Defendants are not
entitled to the buy-out provisions of Corporations Code § 2000 and that
dissolution of ABJAD, Inc. is the appropriate remedy. “The same deference
extended to an arbitrator's determination as to the scope
of his or her authority also applies to the arbitrator's choice of a remedy.” (Ibid. [italics
original].)
On August 11, 2023, the Arbitrator ruled
on the parties’ motions for attorney’s fees. (See Exhibit E to the Declaration
of Nilou Zakariaie filed in support of the Motion Confirming Arbitration
Award.) In the August 11, 2023, ruling, the Arbitrator stated:
[Defendants]
also argue that even if their application is denied ‘the other shareholders will still retain
their right to purchase under section 2000 of the Corporations Code and can
present such election in authorized postaward proceedings in court. Thus, to
the extent, if any, that [Plaintiff’s] claims to be the prevailing party by
reason of the order for sale of the property and dissolution of the
corporation, such claim lacks merit.’ Since the filing of Respondents’
opposition, however, the Arbitrator has ruled on Respondents’ application,
denying it as Respondents provided insufficient evidence and/or pointed to
insufficient evidence in the record of the arbitration hearing to support the
many prerequisites required of such a forced sale under the Shareholder
Agreement.
(Id. at p. 12.) Here the
Arbitrator found that Defendants had failed to present sufficient evidence to
support the finding that a sale pursuant to Corporations Code § 2000 was
applicable under the Agreement. The court sees no reason to disturb the
Arbitrator’s findings that Defendants are not entitled to the shareholder
buy-out provisions of section 2000. (See VVA-TWO, LLC v. Impact Development Group, LLC (2020) 48 Cal.App.5th 985, 1005 [“The
parties ‘empowered [the arbitrator] to interpret and apply the parties’
agreement to the facts he found to exist’ [citations], and California law does
not permit a court to correct even what may appear to be obvious errors in such
interpretation.”].)
Therefore, the Arbitrator’s ruling that
ABJAD, Inc. be sold “for the best price possible and as soon as possible” and
subsequently be dissolved, stands. (See Exhibit E to the Declaration of Nilou
Zakariaie filed in support of the Motion Confirming Arbitration Award.)
Based on the above, Defendants’ Motion to Stay Action Pending Appraisal and Sale Pursuant
to Corporations Code § 2000 is denied.
Conclusion
Defendants’ Motion to
Correct or Vacate the August 23, 2023, Award is denied.
Plaintiff’s
Motion to Confirm the August 23, 2023, Award is granted.
Defendants’ Motion
to Stay Action Pending Appraisal and Sale Pursuant to Corporations Code § 2000
is denied.