Judge: H. Jay Ford, III, Case: 22SMCV02702, Date: 2025-05-22 Tentative Ruling

Case Number: 22SMCV02702    Hearing Date: May 22, 2025    Dept: O

  Case Name:  Ebby Shakib v. Jamshid Goltche, et al.

SUBJECT:                 MOTION FOR LEAVE TO AMEND FACC

MOVING PARTY:   Defendants Jamshid Goltche, 26 Global Infinity, LLC and Rodeo Enterprises, LLC

RESP. PARTY:         Plaintiff Ebby Shakib

TENTATIVE RULING

            Defendants Jamshid Goltche, 26 Global Infinity, LLC and Rodeo Enterprises, LLC Motion for Leave to Amend Cross-Complaint is GRANTED. The motion was filed on 2-21-25. An opposition was filed on 5-9-25, and a reply was filed on 5-15-25. Defendants include a declaration with the proposed First Amended Cross-Complaint (FACC), specifying the effect of the amendment, why the amendment is necessary and proper, when facts giving rise to the amendment were discovered and the reason request for amendment was not made earlier pursuant to Cal. Rules of Court, Rule 3.1324(b). Plaintiff does not make a showing of prejudice. The Court orders Defendants to file the proposed  FACC be filed separately forthwith.

REASONING

 "(a)(1) The court may, in furtherance of justice, and on any terms as may be proper, allow a party to amend any pleading or proceeding by adding or striking out the name of any party, or by correcting a mistake in the name of a party, or a mistake in any other respect; and may, upon like terms, enlarge the time for answer or demurrer. The court may likewise, in its discretion, after notice to the adverse party, allow, upon any terms as may be just, an amendment to any pleading or proceeding in other particulars; and may upon like terms allow an answer to be made after the time limited by this code."

(Code Civ. Proc., § 473, subd. (a)(1).)

A motion for leave to amend a pleading must “[i]nclude a copy of the proposed amendment or amended pleading,” “[s]tate what allegations in the previous pleading are proposed to be” deleted and/or added. ((Cal. R. Ct. 3.1324(a).)  A motion for leave to amend a pleading must also be supported by a separate declaration specifying (1) the effect of the amendment; (2) why the amendment is necessary and proper; (3) when the facts giving rise to the amended allegations were discovered; and (4) the reason why the request for amendment was not made earlier. (Cal. Rules of Court, Rule 3.1324, subd (b).)

“It is well established that California courts have a policy of great liberality in allowing amendments at any stage of the proceeding so as to dispose of cases upon their substantial merits where the authorization does not prejudice the substantial rights of others. . . . Thus, absent a showing of prejudice to the adverse party, the rule of great liberality in allowing amendment of pleadings will prevail.” (Board of Trustees v. Superior Court (2007) 149 Cal.App.4th 1154, 1163.)

Defendants Jamshid Goltche, 26 Global Infinity, LLC and Rodeo Enterprises, LLC (“Defendants”) move to amend their cross-complaint and attach the proposed amended cross-complaint as Exhibit 1, with a redlined copy as Exhibit 2 to the motion (See Kaplan Decl., ¶ 2, Ex. 1, 2.) Defendants satisfy Rule 3.1324b by including a declaration stating:

(1) the effect the amendment as adding two additional causes of action to the Cross-Complaint for Declaratory Relief as to Ownership Interests in the Entities, and for Breach of Fiduciary Duty—Duty of care (Kaplan Decl., ¶¶ 3–5.);

(2) the amendment is necessary and proper because even though these causes of action might be available in a separate lawsuit it would be “more practical to have these causes of action heard together with this action,” and resolve all disputes (Kaplan Decl., ¶ 6.);

(3) the declaratory relief cause of action was initially discovered in December 2023 during the Shakib deposition where Shakib confirmed he changed his split with Goltche to 60/40, further discovered during discovery in January 2024, and then again in January 2025 Defendants determined that it would be “prudent to expressly raise the 60/40 issue as a claim for declaratory relief, especially if we were going be amending the pleadings to assert an additional cause of action for breach of fiduciary duty” (Kaplan Decl., ¶¶ 8–12; Ex. 3–5.) The breach of fiduciary duty claim was allegedly not discovered until December 2024 during a review of files where Defendants found that Shakib “had failed to secure Edgewater's and Jusdyco's signature on the Rosamond Agreement..” (Kaplan Decl., ¶ 7; Goltche Decl., ¶¶ 2–7.); and

(4) the motion was filed within a month of alleged claim discovery. (Kaplan Decl., ¶¶ 13–15.)

            Plaintiff Ebby Shakib (“Shakib”) argues in the opposition that the opposition is not necessary due to the declaration stating the claims could be brought separately, the amendment is not proper since it is based on after-occurring events, the breach of fiduciary duty claim is time-barred and includes sham allegations that contradict Cross-Complainant’s Prior Statements, and Shakib will be prejudiced due to trial being four months away from the hearing date. (See generally Oppo.)

            Amendments are liberally granted and will not be considered prejudicial to the opposing party unless the motion is made on the “eve of trial.”  ( P&D Consultants, Inc. v. City of Carlsbad (2010) 190 Cal.App.4th 1332, 1345 [leave to amend properly denied where plaintiff offered no explanation for one-year delay in seeking leave to amend, amendment was requested after trial readiness conference, amendment would require additional discovery and amendment would likely trigger a demurrer or other pretrial motions); Magpali v. Farmers Group, Inc. (1996) 48 Cal.App.4th 471, 488 [“Where the trial date is set, the jury is about to be impaneled, counsel, the parties, the trial court, and the witnesses have blocked the time, and the only way to avoid prejudice to the opposing party is to continue the trial date to allow further discovery, refusal of leave to amend cannot be an abuse of discretion”). The Motion was made nearly seven months prior to the trial date, and Defendants declare that both parties acknowledge they will not be ready for a September trial date, thus a continuance is most likely needed regardless of whether this motion is granted. (See Reply Kaplan Deel.,  ¶ 3, Ex. 2)

Additionally, Shakib’s arguments regarding the factual validity of the proposed amendments will not be considered by the Court in a motion for leave to amend. Ordinarily, the validity of the proposed amended pleading will not be considered in deciding whether to grant leave to amend, instead, "even if the proposed legal theory is a novel one, the preferable practice would be to permit the amendment and allow the parties to test its legal sufficiency by demurrer, motion for judgment on the pleadings or other appropriate proceedings.” (Kittredge Sports Co. v. Superior Court (1989) 213 Cal.App.3d 1045, 1047  However, leave to amend may be denied where a proposed amendment fails to state a valid cause of action or defense. (See California Casualty General Ins. Co. v. Sup.Ct. (1985) 173 Cal.App.3d 274, 280–281, disapproved on other grounds ["failure of a proposed amendment to state facts sufficient to constitute a cause of action or defense may support an order denying a motion to amend"].) Such denial is ‘most appropriate’ where the pleading is deficient as a matter of law and the defect could not be cured by further appropriate amendment. (Ibid; see also Foxborough v. Van Atta (1994) 26 Cal.App.4th 217, 23 [proposed amendment barred by statute of limitations and no basis for relation back].)

The allegations in the proposed FACC show that the breach of fiduciary duty is not time barred due to the allegations that the discovery of the breach took place in September of 2025. The Court will not weigh the factual arguments at this stage and must accept the proposed allegations as true. (See Howard v. County of San Diego (2010) 184 Cal.App.4th 1422, 1431 [the Court “must accept the plaintiffs' allegations as true and give them a liberal construction,” at the pleading stage].)