Judge: H. Jay Ford, III, Case: 22SMCP00490, Date: 2023-05-23 Tentative Ruling

Case Number: 22SMCP00490    Hearing Date: May 23, 2023    Dept: O

  Case Name:  Safavi v. Beardsley Capital, LLC, et al.

SUBJECT:                 DEMURRER TO COMPLAINT

MOVING PARTY:   Defendants Beardsley Capital, LLC, Ran & Rancho Kashani, LLC and Kashani Family LLC

RESP. PARTY:         Plaintiffs Pari Safavi, Trustee of the Safavi Family Trust, Assadolla Mofid and Shappor Khastoo

TENTATIVE RULING

            Defendants Beardsley Capital, LLC, Ran & Rancho Kashani, LLC and Kashani Family LLC’s Demurrer to the First Amended Complaint is OVERRULED.  Defendants to answer in 20 days. 

            Defendants demur on grounds that §§11.2 and 11.3 of the Partnership Agreement provide for a right of first refusal for any sale of any interest in the property.  Plaintiffs are not seeking to sell their interests in the Partnership or the Camarillo properties held by the Partnership.  Plaintiffs are seeking dissolution of the Partnership pursuant to Section 13.2 of the Partnership Agreement and Corporations Code §16801.  Sections 11.2 and 11.3 do not apply to dissolution of the Partnership.  Sections 11.2 and 11.3 apply when “a Partner desire [sic] to sell that Partner’s Partnership Interest” and “Sale to Third Party(ies).”  See FAC, Ex. A, pp. 19-20.  Section 11.2 and 11.3 are set forth in Section 11.0 governing “Transfer of Partnership Interests.”  Plaintiffs are seeking dissolution of the partnership pursuant to Section 12.0 governing “Termination and Dissolution.” 

            Defendants fail to identify any pleading defect in Plaintiff’s FAC.  Defendants’ Demurrer to the FAC is OVERRULED.