Judge Gary I. Micon, Case Number: 25CHCV00879, Date: 2025-04-30 Tentative Ruling

MOVING PARTIES: Plaintiffs Jaime Q. Ashton And Kimberly A. Ashton, Trustees of the Ashton Family Trust Under Declaration of Trust Dated August 4, 1995, EKJ Holdings, L.P., a Delaware Limited Partnership, Esterkin Properties, a California general partnership, and Ray Adelman and Rebecca Adelman, Co-Trustees of the Adelman Family Trust dated November 13, 2004

RESPONDING PARTIES: Defendants Aram Luke Nhabedian dba Bubbles Dry Cleaners and Ghoogas Aram Nhabedian dba Bubbles Dry Cleaners

Order granting plaintiffs summary judgment against defendants Aram Luke Nhabedian dba Bubbles Dry Cleaners and Ghoogas Aram Nhabedian dba Bubbles Dry Cleaners, for past due rent in the amount of $37,500.00, and for damages in the amount of $7,397.40.[1]

In the alternative, an order granting plaintiffs summary adjudication and possession of the premises as issue.

This commercial unlawful detainer action arises out of Plaintiffs’ claim that Defendants Aram Luke Nhabedian dba Bubbles Dry Cleaners and Ghoogas Aram Nhabedian dba Bubbles Dry Cleaners, have failed to pay rent due from April 1, 2024 through March 31, 2025.

Plaintiffs are Jaime Q. Ashton And Kimberly A. Ashton, Trustees of the Ashton Family Trust Under Declaration of Trust Dated August 4, 1995, EKJ Holdings, L.P.; Esterkin Properties; and Ray Adelman and Rebecca Adelman, Co-Trustees of the Adelman Family Trust dated November 13, 2004, tenants-in-common who own property known as 20516 Devonshire Street, Suite A-2, Chatsworth, CA 91311 (the Premises). (Declaration of James Q. Ashton, ¶ 1.)

On December 18, 2018, Plaintiffs’ predecessor-in-interest, Jordan Properties, LLC, entered into a written Standard Multi-tenant Shopping Center Lease with Defendants for an eight-month term beginning on January 1, 2019 and expiring on August 31, 2019. (Ashton Dec., ¶ 3; Exh. A.) The original lease was amended through a document entitled Extension and Modification of Lease dated June 28, 2019, which extended the lease term to December 21, 2024 and increased monthly rent from $7,000.00 to $7,500.00 beginning July 1, 2022. (Ashton Dec., ¶ 3, Exh. A, p. 19.) On March 5, 2020, Jordan Properties transferred ownership of the Premises to Plaintiffs, making Plaintiffs the new Lessors and Landlords under Section 17 of the Lease. (Ashton Dec., ¶ 4.)

Pursuant to the schedule of rent in the Amendment, Defendants are presently required to pay $7,500.00 in monthly rent. (Ashton Dec., ¶ 5, Exh. A, p. 19.)

The amount of rent due from April 1, 2024 through March 31, 2025 was $90,000.00 ($7,500.00 x 12 months). (Ashton Dec., ¶ 5.) During this time period, Defendants only paid $7,500.00 on April 1, 2024, May 17, 2024, July 8, 2024, September 23, 2024, November 24, 2024, January 1, 2025, and February 8, 2025, for a total of $52,500.00 over seven payments. (Ashton Dec., ¶ 5.) Defendants failed to pay $37,500 in rent for that same period. (Ashton Dec., ¶ 5.)

As a result, on March 7, 2025, Plaintiffs served Defendants with a Three-Day Notice to Pay Rent or Surrender Possession stating that must Defendants pay Plaintiffs the delinquent rent amount ($37,500.00) within three business days, or vacate the Premises within three business days after service of the notice. (Ashton Dec., ¶ 6, Exhs. C-D; Declaration of David M. Cohen Esq., ¶¶ 2-3.) The notice also set forth Plaintiffs’ election to declare a forfeiture of the Lease, and included the attorney David Cohen’s declaration. (Ashton Dec., ¶ 6.) Plaintiffs served the notice via first-class U.S. Mail and through personal service on Johnathan Poladan, the person in charge of the Premises. (Cohen Dec., ¶ 3, Exh. D.) The three business days elapsed, but Defendants did not pay the past due rent and remain in possession of the Premises. (Ashton Dec., ¶ 7.)

On March 13, 2025, Plaintiffs filed this action for Unlawful Detainer against Defendants. Defendants remain in possession and control of the Premises. Plaintiffs have since leased the Premises to a new tenant, but Defendants refuse to vacate, even after Plaintiffs informed them of the new tenant. (Ashton Dec., ¶ 7.)

Plaintiffs now seek an order granting summary judgment in their favor and against Defendants on Plaintiffs’ verified Complaint for Unlawful Detainer. Plaintiffs request immediate termination of the lease, $37,500.00 in past due rent, and damages in the amount of $246.58 per day from April 1, 2025 for each day that Defendants remain in possession of the Premises up to the time of judgment (30 days x $246.58 = $7,397.40). In the alternative, Plaintiffs requests summary adjudication on the issue that the Lease requires Defendants to pay rent on a monthly basis, Defendants failed to pay rent according to the Lease, Plaintiffs served the Notice to Pay or Quit, Defendants failed to pay rent owed, and Defendants failed to vacate the Premises.

Defendants each filed identical oppositions. Defendants contend that Plaintiffs lack legal authority to evict them because there is no agreement stating that Plaintiffs are the new landlords. (Commonwealth Mem., Inc. v. Telophase Society of Am. (1976) 63 Cal.App.3d 867, 871.) Defendants have made several rent payments directly to Jordan LLC, the actual landlord. Even if Plaintiffs do have the right to evict Defendants, Plaintiffs did not provide proper notice to Defendants because the notice did not come from the correct landlord and lessor, and there are inconsistencies in the notice. Defendants also assert an unclean hands defense claiming that Jordan LLC breached the lease by failing to provide necessary repairs to the constantly leaking Roof which damaged customers’ clothes and Defendants’ equipment.

Plaintiffs respond that Defendants’ oppositions do not raise triable issues of fact. Because the property transfer happened after the Lease and the amendment were executed, Plaintiffs as owners of the Premises are the Lessor under the Lease and have standing to pursue this case. Defendants’ also raise the issue of leaking roofs which they never raised as an affirmative defense in their Answers. Because the Lease is not for a residential tenancy and paying rent is an independent covenant under the Lease, this roof issue is moot. Further, Defendants do not present evidence that any roof leaks occurred during the time period at issue, that Defendant provided Plaintiffs with written notice of the leak, or that Defendants tried to put Plaintiffs in default through written notice as required by section 13.6 of the Lease. Defendants do not dispute that Plaintiffs served their notice to pay or quit as alleged in the complaint and motion. Plaintiffs also state that because the date of the motion hearing was advanced, they are only entitled to rent from April 1, 2025 to April 30, 2025: 30 days x $246.58 = $7,397.40 in daily damages.

On a motion for summary judgment, a plaintiff meets its burden by proving each element of the cause of action entitling the plaintiff to judgment. (See Code Civ. Proc., § 437c, subd. (p)(1).) Once the plaintiff meets this initial burden, the burden shifts to the defendant to show that a triable issue of material fact exists as to the cause of action or a defense thereon. (Ibid.)

Plaintiff presents the declaration of their attorney and the declaration of plaintiff James Q. Ashton, who was directly involved in Plaintiffs’ acquisition of the Premises from predecessor Jordan Properties.

The elements of a cause of action for unlawful detainer for nonpayment of rent are: (1) the tenant is in possession of the premises; (2) that possession is without permission; (3) the tenant is in default for nonpayment of rent; (4) the tenant has been properly served with a written three-day notice; and (5) the default continues after the three-day notice period has elapsed. (Code Civ. Proc., § 1161, subd. (2); Borsuk v. Appellate Division of Superior Court (2015) 242 Cal.App.4th 607, 613.)

Plaintiffs have established each of the necessary elements of an Unlawful Detainer claim. Plaintiff Ashton’s declaration states that Defendants remain in possession of the Premises. (Ashton Dec., ¶ 7.) Plaintiffs’ Notice to Pay or Quit, served on March 7, 2025, establishes that Defendants continued possession of the Premises is without Plaintiffs’ permission. (Exh. C.) Defendants also failed to pay the rent demanded in the Notice to Pay or Quit during the five-day period following service of the notice. (Ashton Dec., ¶ 7.)

Plaintiffs assert that Defendants’ unverified Answers lack merit because Defendants make general denials rather than specific denials which is required for complaints seeking over $1,000.00 in relief. (See Code Civ. Proc., §§ 431.30, subd. (d), 431.40, subd. (a).) Defendants also allege several irrelevant boilerplate affirmative defenses. On April 2, 2025, the court overruled Defendants’ demurrers challenging Plaintiffs’ standing to bring this case. (Minute Order - 4/02/25.)

Issue #1: Plaintiffs are Defendants’ current landlords, not Jordan Properties, LLC, and Plaintiffs have standing to pursue this case.

Defendants oppose claiming that triable issues of fact exist concerning whether Plaintiffs or Jordan Properties, LLC were Defendants’ landlords. Neither the Lease nor the amendment state that plaintiff James Ashton and his trust are Defendants’ new landlords. Since the amendment was signed on June 27, 2019, Jordan Properties has been collecting rent for the Premises. However, Jordan Properties’ a certificate of cancellation was filed with the California Secretary of State on March 6, 2020. (Declaration of Ghoogas Nhabedian, ¶ 8, Exh. 3.) Defendants claim they have sent all rent checks to Jordan Properties rather than Defendants. (Nhabedian Dec., Exh. 1 - Rent payments for 12/30/24, 11/18/24, and 2/5/25.)

““[A] sale by a lessor of real property during an unexpired term does not of itself abrogate the lease. Its effect is to grant all the rights of the original lessor to the grantee of the reversion. The grantee then becomes the landlord by operation of law and the tenant becomes a tenant of the grantee of the reversion.” (Rosenkranz v. Pellin (1950) 99 Cal.App.2d 650, 652-53.) This rule applies “in the absence of a contrary agreement of the parties.” (Commonwealth Memorial, Inc. v. Telophase Society of America (1976) 63 Cal.App.3d 867, 870-71.)

The court finds that the undisputed material facts show that Plaintiffs are the current landlords of the Premises because neither party presents an agreement to the contrary.

Plaintiffs present evidence that Jordan Properties, LLC transferred title to the Premises to Plaintiffs on February 11, 2020, and that the conveyance did not expressly reserve Jordan Properties, LLC’s rights under the Lease. (Ashton Dec., Exh. B, p. 2.) The undisputed facts also show that the transfer was an intra-family conveyance, and that beneficial ownership remains with Jordan Properties, LLC. (Ashton Dec., ¶ 1.) However, Defendants present evidence that Jordan Properties, LLC filed a certificate of cancellation almost a month later on March 6, 2020. (Nhabedian Dec., Exh. 3.) Additionally, the Lease states that if the lessor transferred its title or interest in the Premises, the lessor must be relieved of all liability for its obligations under the Lease. (Cohen Dec., Exh. A. – Amended Lease - ¶ 17.)

Finally, Defendants present evidence of three $7,500.00 rent cashier’s checks they sent to Jordan Properties, LLC: check # 70685934 (dated 11/18/24); check # 70948517 (dated 12/30/24); and check # 70948588 (dated 2/5/25). (Nhabedian Dec., ¶ 4, Exh. 1.) These three checks appear to line up with the three of the payments Plaintiffs state they received on November 24, 2024, January 1, 2025, and February 8, 2025. (See Ashton Dec., ¶ 5.) However, these checks do not lend any support to Defendants’ claims that Plaintiffs lack standing to pursue this case.

Because the evidence shows that Jordan Properties, LLC transferred title to the Premises to Plaintiffs, and that Jordan Properties, LLC retained a beneficial interest in the Premises, Plaintiffs are Defendants’ landlords under the Lease.

Issue #2: Defendants’ do not present sufficient evidence to support an unclean hands defense against Plaintiffs.

Defendants next argue that triable issues of material facts exists concerning whether Jordan Properties, LLC breached the lease by failing to provide necessary repairs, such as the Roof which was constantly leaking into the unit, damaging the clothes of the customers, and the plant equipment which costs thousands of dollars to repair and make the customers whole, and landlord never repaired and breached the lease by failing to making the necessary repairs.

Unclean hands “applies only if the inequitable conduct occurred in a transaction directly related to the matter before the court and affects the equitable relationship between the litigants.” (California Satellite Systems, Inc. v. Nichols (1985) 170 Cal.App.3d 56, 70.)

The elements of an unclean hands defense are that: (1) plaintiff’s conduct was unreasonable, in bad faith, or inequitable; (2) the conduct was done in connection with the matter in the controversy; and (3) it would be inequitable to provide plaintiff relief. (Fladeboe v. American Isuzu Motors, Inc. (2007) 150 Cla.App.4th 42, 56; Garcia v. World Sav., FSB (2010) 183 Cal.App.4th 1031, 1044 [“‘The doctrine of unclean hands does not deny relief to a plaintiff guilty of any past misconduct; only misconduct directly related to the matter in which he seeks relief triggers the defense.’”].)

Defendant states that Jordan Properties, LLC breached the lease by failing to provide necessary repairs for roof issues. (Nhabedian Dec., ¶¶ 11-13.) The roof constantly leaked into Defendants’ unit and damaged customers’ clothes and plant equipment, costing Defendants thousands of dollars to repair. (Nhabedian Dec., ¶ 12.) Defendant Nhabedian claims he informed “the landlord” each time the leaks occurred, but that “the landlord” never repaired the leaks. (Nhabedian Dec., ¶ 13.)

The court finds that Defendants do not present evidence creating triable issues of facts concerning whether Plaintiffs’ engaged in bad faith, inequitable, or unreasonable conduct. Specifically, Defendants do not state that they reported the roof leaks to any of the named Plaintiffs in this case but to Jordan Properties, LLC, the prior landlord. As stated above, Jordan Properties, LLC only retained beneficial ownership after the transfer. Plaintiffs seek relief based on Defendants’ breach of the lease well after Plaintiffs took ownership of the Premises. Because Defendants do not state they informed Plaintiffs of the roofing issues, Defendants do not create a triable issue of fact regarding whether Plaintiffs engaged in conduct preventing them from pursuing this unlawful detainer case.

Therefore, Defendants do not establish that Plaintiffs’ conduct breached the lease.

Issue #3: Plaintiffs are entitled to past due rent and damages for Defendants remaining in the possession of Premises.

Plaintiffs also requests $7,397.40 for the 30 days Defendants have remained in possession of the Premises from April 1, 2025 through April 30, 2025 ($246.58 x 30 days). Plaintiffs state that the $246.58 daily rate is based on the Lease’s monthly rental of $7,500.00 multiplied by 12 months and divided by 365 days. (Ashton Dec., ¶ 8.)

Defendants allege that amount of damages Plaintiffs seek far exceeds the actual damages suffered, and that the requested damages are illegal under California and federal law. The liquidated damages clause that Plaintiffs rely on in requesting damages is unreasonable and is thus unenforceable.

The court is unclear on which clause of the Lease Defendants reference. The damages Plaintiffs seek are based on unpaid rent during the term of the Lease and rent for the days Defendants remained in possession of the Premises after the notice to pay or quit expired.

“If a tenant unlawfully retains possession after the termination of a lease, the landlord is entitled to recover as damages the reasonable value of the use of the premises during the time of such unlawful detainer.” (Glouberman v. Coffey (1956) 138 Cal.App.2d Supp. 906, 907.) “The amount agreed upon between the parties as rent is evidence of the rental value of the property.” (Lehr v. Crosby (1981) 123 Cal.App.3d Supp. 1, 9.)

Because Plaintiffs base the daily rent rate on a rent amount agreed upon by the parties in the Lease, and Defendants have remained in possession of the Premises even after Plaintiffs notified Defendants of a new tenant, the court awards Plaintiffs damages at a day rate of $246.58 from April 1, 2025 to April 30, 2025, the day of the motion hearing: 30 days x $246.58 = $7,397.40.

The court grants Plaintiffs summary judgment on the unlawful detainer action: termination of the Lease, $37,500.00 in past due rent, and in damages of $7,397.40.

Plaintiffs’ motion for summary judgment on this unlawful detainer action is granted. The grants judgment against Defendants for termination of the Lease, $37,500.00 in rent, and $7,397.40 in damages.

[1] Plaintiffs originally requested damages for 71 days, but revised their request for 30 days after the court advanced the hearing date to April 30, 2025.