Judge Holly J. Fujie, Case Number: 24STCP02162, Date: 2025-04-15 Tentative Ruling

Plaintiff sues defendants L&S Enterprises, LLC, 1126 Holdings, LLC, Shahrokh Javidzad aka Steve Javidzad, Ms. Javidzad, Laleh Kohan, Steven Barkin and Priscilla Ayala (collectively, “Defendants”) pursuant to a July 8, 2024 complaint (“Complaint”) alleging causes of action for: (1) breach of fiduciary duty; (2) conversion; (3) unjust enrichment; (4) accounting; (5) unfair competition; (6) civil theft; and (7) fraudulent transfer. Plaintiff alleges that Defendants misappropriated Plaintiff’s funds through unauthorized withdrawals from Plaintiff’s bank account and conspired to sell Plaintiff’s assets and divert rental payments.

On December 30, 2024, Ms. Javidzad filed the instant demurrer (“Demurrer”) to the second through eighth causes of action alleged in the Complaint.[1] On April 1, 2025, Plaintiff filed an opposition to the Demurrer (the “Opposition”). On April 7, 2025, Ms. Javidzad filed a reply to the Opposition (the “Reply”).

A demurrer for sufficiency tests whether the complaint states a cause of action. (Hahn v. Mirda (2007) 147 Cal.App.4th 740, 747; Code of Civil Procedure (“CCP”) § 430.10, subd. (e).)

To sufficiently allege a cause of action, a complaint must allege all the ultimate facts—that is, the facts needed to establish each element of the cause of action pleaded. (Committee on Children’s Television, Inc. v. General Foods Corp. (1983) 35 Cal.3d 197, 212, superseded by statute as stated in Branick v. Downey Savings & Loan Assn. (2006) 39 Cal.4th 235, 242.) “[E]ach evidentiary fact that might eventually form part of the plaintiff’s proof need not be alleged.” (C.A. v. William S. Hart Union High School Dist. (2012) 53 Cal.4th 861, 872.)

In testing the sufficiency of the cause of action, the demurrer admits the truth of all material facts properly pleaded. (Aubry v. Tri-City Hospital Dist. (1992) 2 Cal.4th 962, 966-67.) Courts read the allegations liberally and in context. (Taylor v. City of Los Angeles Dept. of Water and Power (2006) 144 Cal.App.4th 1216, 1228, disapproved on other grounds, Jones v. Lodge at Torrey Pines Partnership (2008) 42 Cal.4th 1158, 1162.) A demurrer, however, “does not admit contentions, deductions or conclusions of fact or law.” (Daar v. Yellow Cab Co. (1967) 67 Cal.2d 695, 713.)

“Conversion is the wrongful exercise of dominion over the property of another.” (Hernandez v. Lopez (2009) 180 Cal.App.4th 932, 939.) The elements of a conversion claim are: (1) the plaintiff’s ownership or right to possession of the property; (2) the defendant’s conversion by a wrongful act or disposition of property rights; and (3) damages. (Lee v. Hanley (2015) 61 Cal.4th 1225, 1240.) “[C]onversion is a strict liability tort. It does not require bad faith, knowledge, or even negligence; it requires only that the defendant have intentionally done the act depriving the plaintiff of his or her rightful possession.” (Voris v. Lampert (2019) 7 Cal.5th 1141, 1158.)

“‘Money cannot be the subject of a cause of action for conversion unless there is a specific, identifiable sum involved, such as where an agent accepts a sum of money to be paid to another and fails to make the payment.’ A ‘generalized claim for money [is] not actionable as conversion.’” (PCO, Inc. v. Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP (2007) 150 Cal.App.4th 384, 395 [internal citations omitted].)

Ms. Javidzad argues that Plaintiff has not pleaded sufficient facts to state a cause of action for conversion because the Complaint alleges that Defendants stole “over $200,000 from Plaintiff” which is not a specific identifiable sum. (Demurrer, p. 2:9-19; Compl., ¶ 22.) The Complaint alleges that “Plaintiff had ownership or right to possession of certain funds and personal property (and the proceeds of any sales of such personal property)” and that between March and May 2024, “Defendants obtained Plaintiff’s assets through fraudulent means.” (Compl., ¶¶ 33-34.) The Complaint further alleges that the “value of the goods is as agreed to by the parties is the sum of $200,000.” (Compl., ¶ 34.)

In ruling on a Demurrer, the Court construes the complaint in a reasonable manner and reads all allegations in context. (Taylor v. City of Los Angeles Dept. of Water and Power, supra, 144 Cal.App.4th at 1228.) Plaintiff has alleged that it had the right to possession of certain funds and assets totaling $200,000.00 and that Defendants wrongfully disposed of those assets. Reading the Complaint as a whole, Plaintiff has sufficiently stated a cause of action for conversion. Specificity as to the exact goods converted is not required at the pleading stage.

The necessary elements for unjust enrichment are: (1) the defendant’s receipt of a benefit; (2) his unjust or wrongful retention of the benefit; and (3) at the expense of the plaintiff.¿ (Peterson v. Cellco Partnership (2008) 164 Cal.App.4th 1583, 1593.)

Ms. Javidzad argues that the third cause of action fails because unjust enrichment is a remedy and not a cause of action. (Demurrer, p. 2:22-28.) The Courts of Appeal are split on the question of whether unjust enrichment constitutes an independent cause of action. Compare Durell v. Sharp Healthcare (2010) 183 Cal.App.4th 1350, 1370 (Durell) (“there is no cause of action in California for unjust enrichment”) with McBride v. Boughton (2004) 123 Cal.App.4th 379, 388 (unjust enrichment and restitution may be awarded in lieu of breach of contract damages where parties had express contract which is for some reason unenforceable or ineffective).

Fundamentally, whether a plaintiff can properly state a separate cause of action for unjust enrichment or restitution “follows from the general principle of equity that equitable relief […] will not be given when the plaintiff’s remedies at law are adequate.” (Sepanossian v. National Ready Mix Company, Inc. (2023) 97 Cal.App.5th 192, 207-208; Collins v. eMachines, Inc. (2011) 202 Cal.App.4th 249, 260.)

The Complaint alleges that Defendants directly benefitted from Plaintiff’s assets and that “[s]pecifically, Defendants converted assets belonging to [Plaintiff] for their own personal use.” (Compl., ¶¶ 39-40.) Because Plaintiff appears to have a viable conversion claim based on the facts alleged in the Complaint, any claim for unjust enrichment and Plaintiff’s corresponding damages mirror Plaintiff’s conversion claim and tort damages. As such, this Court elects to side with those appellate courts which have found unjust enrichment is not properly an independent cause of action, especially where, as here, the plaintiff already has adequate remedies at law.

Thus, the Demurrer to the third cause of action is SUSTAINED, with leave to amend.

“A cause of action for an accounting requires a showing that a relationship exists between the plaintiff and defendant that requires an accounting, and that some balance is due the plaintiff that can only be ascertained by an accounting. An action for accounting is not available where the plaintiff alleges the right to recover a sum certain or a sum that can be made certain by calculation.” (Teselle v. McLoughlin (2009) 173 Cal.App.4th 156, 179 [citations and paragraph break omitted].)

Ms. Javidzad argues that Plaintiff has not stated facts sufficient to constitute an accounting cause of action because Plaintiff “has possession, custody, and control of its books and records, it can calculate the ‘over $200,000’ it claims as damages.” (Demurrer, p. 3:7-8.) Plaintiff’s accounting cause of action is based on allegations that Defendants: (1) withdrew almost $9,000 in cash from Plaintiff’s bank account; (2) wrote checks from Plaintiff's bank account to the entity Defendants; (3) conspired to sell Plaintiff’s assets, including a copy machine, tv, furniture, piano and collectibles, and take the funds; (4) conspired to collect cash rent from tenants and keep the rent for themselves rather than deposit the funds into Plaintiff’s bank account; and (5) wrote a check for $5,000 from Plaintiff’s bank account. (Compl., ¶ 23.) Plaintiff argues that the only way to ascertain the proceeds from the sale of the assets and the cash rent collected is through an accounting. (Opp., p. 3:2-17.) This is sufficient to state a cause of action for accounting.

Ms. Javidzad argues that Plaintiff’s fifth cause of action for unfair competition, sixth cause of action for civil theft and seventh cause of action for fraudulent transfer do not state facts sufficient to constitute a cause of action. (Demurrer, pp. 3:10-5:8.) Upon review, the fifth, sixth and seventh causes of action fail to allege all the facts needed to establish each element of the cause of action pleaded. (Compl., ¶¶ 50-69.) Plaintiff does not oppose the Demurrer as to the fifth through seventh causes of action. (Opp., p. 3:21-22.)

Thus, the Demurrer to the fifth, sixth and seventh causes of action is SUSTAINED, with leave to amend.

Defendant Laleh Javidzad’s Demurrer is OVERRULED as to the second and fourth causes of action and SUSTAINED as to the third, fifth, sixth and seventh causes of action, with 20 days leave to amend.

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.

Hon. Holly J. Fujie

Judge of the Superior Court

[1]The first cause of action of the Complaint was not alleged against Ms. Javidzad.