Judge: Holly J. Fujie, Case: 22STCV11383, Date: 2025-01-17 Tentative Ruling

DEPARTMENT 56 JUDGE HOLLY J. FUJIE, LAW AND MOTION RULINGS. The court makes every effort to post tentative rulings by 5.00 pm of the court day before the hearing. The tentative ruling will not become the final ruling until the hearing [see CRC 3.1308(a)(2)], and are also available in the courtroom on the day of the hearing [see CRC 3.1308(b)]. If the parties wish to submit on the tentative ruling and avoid a court appearance, all counsel must agree and choose which counsel will give notice. That counsel must 1) call Dept 56 by 8:30 a.m. on the day of the hearing (213/633-0656) and state that all parties will submit on the tentative ruling, and 2) serve notice of the ruling on all parties. If any party declines to submit on the tentative ruling, then no telephone call is necessary and all parties should appear at the hearing in person or by Court Call. Court reporters are not provided, and parties who want a record of motions and other proceedings must hire a privately retained certified court reporter.

Case Number: 22STCV11383    Hearing Date: January 17, 2025    Dept: 56

SUPERIOR COURT OF THE STATE OF CALIFORNIA

FOR THE COUNTY OF LOS ANGELES - CENTRAL DISTRICT

MOVING PARTY:  Defendant/Cross-Complainant Khalil Brian Zaghian (“Defendant”)

RESPONDING PARTY: Plaintiffs/Cross-Defendants Awilda Gisselle Hernandez and Glamlite, Inc. (“Plaintiffs”)

            The Court has considered the moving, opposition and reply papers.

BACKGROUND

             This action arises out of the deterioration of a personal and professional relationship. On April 4, 2022, Plaintiffs filed the complaint (the “Complaint”) against Defendant alleging causes of action for: (1) civil theft; (2) conversion; (3) tortious interference with contractual relations; (4) tortious interference with prospective economic advantage; (5) breach of fiduciary duty; (6) unfair competition; (7) accounting; (8) constructive trust; (9) identity theft; (10) invasion of privacy; (11) declaratory relief; and (12) temporary restraining order, preliminary injunction and permanent injunction.

            On May 6, 2022, Defendant filed a cross-complaint (the “Cross-Complaint”) alleging causes of action for: (1) declaratory relief; (2) summary judgment pursuant to California Corporations Code section 709; (3) abuse of process; (4) breach of oral contract; (5) breach of the implied covenant of good faith and fair dealing; (6) breach of fiduciary duty; (7) wrongful termination; (8) conversion; (9) common count for claim and delivery; (10) constructive trust and unjust enrichment; (11) common count for money had and received; (12) accounting; (13) violation of computer fraud and abuse act; (14) fraud: concealment; (15) libel per se; (16) slander per se; (17) intentional interference with prospective economic relations; (18) intentional infliction of emotional distress; and (19) a TRO, preliminary injunction and permanent injunction. 

            On October 22, 2024, Defendant filed the instant motion to enforce settlement agreement (the “Motion”). On January 6, 2025, Plaintiffs filed an opposition (the “Opposition”) and on January 10, 2025, Defendant filed a reply (the “Reply”).

DISCUSSION

            “If parties to pending litigation stipulate, in a writing signed by the parties outside of the presence of the court or orally before the court, for settlement of the case, or part thereof, the court, upon motion, may enter judgment pursuant to the terms of the settlement. If requested by the parties, the court may retain jurisdiction over the parties to enforce the settlement until performance in full of the terms of the settlement.” (Code of Civil Procedure (“CCP”), § 664.6, subd. (a).) 

            Defendant asserts that pursuant to the settlement agreement entered between the parties on December 23, 2022 (the “Settlement Agreement”), he is entitled to a judgment of $2,792,773.00, plus attorneys’ fees and costs of $4,749.50, for a total amount of $2,797,522.50. (Mot. p. 4.) In the Opposition, Plaintiffs assert that pursuant to sections 1 and 3(c) of the Settlement Agreement, Defendant is not owed any further payments. (Opp. pp. 4:1-5:13.)

            In relevant part, the Settlement Agreement states as follows: “The distributions in the amount of $63,259.00 taken by Zaghian during the calendar year of 2022 shall be credited toward the Distributions payment contemplated herein. In the event that Hernandez’s distribution for the year 2022 is less than or equal to $63,259.00, the Distribution to Zaghian shall be $0.00, but Zaghian will not be responsible for the repayment of the difference. In the event that Hernandez’s distribution for the year 2022 is greater than $63,259.00, the Distribution to Zaghian shall be equal to Hernandez’s distribution less $63,259.00.” (Mot. Ex. 1, [Settlement Agreement] ¶ 1.)

            “Distributions are to be determined by Spreadsheet A attached covering the period of April 2022 through October 2022 and from review and analysis of financial records by Matthew Taylor and/or a mutually-agreeable neutral third party accounting professional for the remaining period of calendar year 2022. Any monies on deposit in Bank of America account number ending in 0612 (“Personal 0612”) held on behalf of Glamlite and not transferred into Bank of America account number ending in 8474 (“Corporate 8474”) by the close of business on October 26, 2022 are deemed Distributions to Hernandez for purposes of determining the amount of Distributions that Hernandez took in year 2022 so that Zaghian is paid an equal amount as stated in provision 1 hereinabove. The intent is to prevent Hernandez from transferring corporate funds on deposit in Personal 0612 to Corporate 8474 after execution of this Agreement and claim that Distributions were not made to Hernandez. The amount of Distributions is to be determined within 120 days from the date of execution of this Agreement and Glamlite will be responsible for full payment of such accounting. Hernandez must cooperate in good faith to have the accounting completed within 120 days. In the event the current accountant, Jennifer Bohorquez, is unable to complete the accounting within the 120 days period, the Parties agree to hire a mutually selected neutral third party accountant. The reason the accounting is necessary is to complete the analysis to determine if Hernandez took any distributions in year 2022. Payment of Distributions are to commence no later than the 15th of September 2024.” (Mot. Ex. 1, [Settlement Agreement] ¶ 3(c).)

            Thus, the parties agreed that the distributions would be calculated pursuant to the spreadsheet attached to the Settlement Agreement and the accounting conducted by Jennifer Bohorquez (“Ms. Bohorquez”), and that if the distribution was less than $63,259.00, the distribution to Defendant would be be $0.00. Ms. Bohorquez concluded that the distribution to Defendant was $57,703.81. (Opp. Ex. A.) Accordingly, Defendant is owed nothing further under the terms of the Settlement Agreement. The Settlement Agreement does not provide for the Defendant to seek an alternative accounting if he is dissatisfied with the results of the accounting performed by the agreed-upon professionals. Thus, the Motion, and accompanying request for attorneys’ fees, is DENIED. Defendant is ordered to comply with any outstanding terms of the Settlement Agreement, including the transfer of shares as stated in section 5 of the Settlement Agreement.

            Defendant’s Motion to Enforce Settlement is DENIED.

Moving Party is ordered to give notice of this ruling.           

Parties who intend to submit on this tentative must send an email to the Court at SMC_DEPT56@lacourt.org as directed by the instructions provided on the court website at www.lacourt.org.  If the department does not receive an email and there are no appearances at the hearing, the motion will be placed off calendar.

Dated this 17th day of January 2025