Judge James C. Chalfant, Case Number: 23STCP01472, Date: 2024-03-07 Tentative Ruling

Jila Babazadeh-Shraga v. Gohar Babazadeh-Shraga et al., 23STCP01472

Tentative decision on application for (1) appointment of receiver: granted; (2) preliminary injunction: granted

Plaintiff Jila Babazadeh-Shraga (“Jila”) moves for the appointment of a receiver for Defendant Shalom Brothers Enterprises, LP (“Shalom”). Jila also moves for a preliminary injunction in aid of the receiver, enjoining Defendant Gohar Babazadeh-Shraga (“Gohar”) from interfering with receiver.

The court has read and considered the moving papers, opposition,[1] and reply, and renders the following tentative decision.

Plaintiff Jila filed her Complaint on May 3, 2023, against Defendants Gohar, Shalom, Elizabeth Babazadeh (“Elizabeth”), both as executor of the estate of Louise Babazadeh (“Estate”) and trustee of the Babazadeh Family Trust (“Trust”), Hayem’s Daughters, Inc. (“Hayem”), and any unknown persons claiming legal or equitable right, title, estate, lien or interest in the property described in the Complaint. Although the caption lists seven causes of action, the body of the Complaint only alleges (1) winding down and liquidation of Shalom against Shalom, Gohar, and Elizabeth; (2) judicial dissolution of Hayem against Hayem, Gohar, and Elizabeth; (3) partition of 2207 Veteran Avenue, Los Angeles, California 90064 (“Veteran Property”) against Gohar and anyone unknown persons claiming an interest in the Veteran Property; and (4) declaratory relief against Gohar and Elizabeth. The Complaint alleges in pertinent part as follows.

Shalom was formed to operate a commercial shopping center at 1001 N. Vermont Avenue, Los Angeles, California 90029 (“Vermont Property”). Hayem was formed to oversee the leasing and management of the Veteran Property.

Jila and Gohar each own one-third of Shalom as limited partners, and one-third of Hayem’s common stock. Jacklin Babazadeh (“Jacklin”) owned the other third of both Shalom and Hayem until her death on July 23, 2017. Jacklin’s mother Louise inherited Jacklin’s shares but soon passed away as well. Although Louise’s estate planning documents require a split of Louise’s interest between Jila and Gohar, this distribution has not yet occurred.

Ebrahim Babazadeh (“Ebrahim”) was Shalom’s general partner until he died in 2010. Shalom’s Partnership Agreement lists the death of a general partner, with some exceptions, as one of the circumstances where the partnership would terminate. Under the partnership agreement, Shalom could thenceforth only operate for the purposes of winding up.

Section 6.1 of the partnership agreement provides that Shalom’s limited partners will not participate in or have any control over it nor have any right to act on its behalf and so bind the other partners.

The Revised Uniform Limited Partnership Act (“RULPA”) also says that limited partners such as Jila and Gohar cannot participate in partnership management. They are only entitled to their share of the assets and profits, at the discretion of the general partner.

Gohar seized control of Shalom’s bank accounts and assets and has purported to operate it singlehandedly. Gohar has refused to provide Jila with access to the partnership’s books, records, accountings, operations, leasing information. Gohar also ousted Jila from all aspects of Shalom’s business operation.

In July 2002, Gohar formed Hayem to manage the Veteran Property. Jila and Gohar have operated the Veteran Property as an investment rental property since the Trust gifted it to them as joint tenants in April 2003.

On May 3, 2023, Jila filed a Declaration Severance of Joint Tenancy for the Veteran Property. This severed the joint tenancy with Gohar and converted it into a tenancy in common.

Jila believes that Hayem has never had a board of directors and Gohar seized control of and operated Hayem without one. She excluded Jila from Hayem operations and refuses to provide an accounting to her. Hayem has never had an operating agreement, bylaws, shareholder agreement, shareholders or directors meeting, office, or assets.

As 50% owners, Jila and Gohar have reached a deadlock as to the management of Hayem. It is no longer reasonably practical to carry on its business. Jila seeks dissolution of Hayem and the appointment of a receiver to wind down its affairs. Jila also seeks partition and sale of the Veteran Property.

Jila seeks the winding down, dissolution, and liquidation of Shalom and Hayem, appointment of a receiver, damages, a temporary restraining order, preliminary injunction and permanent injunction; and attorney’s fees and costs. Jila also seeks declaratory judgment that Gohar is not Shalom’s general partner.

Jila also seeks a declaration that Jila and Gohar are co-owners of the Veteran Property, partition by sale of the Veteran Property, an order that Jila and Gohar share expenses and costs reasonably related to the partition.

As to all causes of action, Jila seeks attorney’s fees and costs, plus interest on damages at the legal rate.

On June 22, 2023, Gohar filed a Cross-Complaint against Cross-Defendant Jila, alleging (1) winding down and liquidation of Shalom and (2) partition. The Cross-complaint alleges in pertinent part as follows.

Jila, Gohar, and Jacklin were siblings. Jaklin died in July 2017. Their mother Louise was the former resident of the Veteran Property, which Gohar and Jila have owned as 50% owners since 2003.

Hayem, Gohar, and Jila handle the management of the Veteran Property. Jila has signed and filed multiple Statements of Information listing herself as Hayem’s Chief Financial Officer (“CFO”) and Gohar as Chief Executive Officer (“CEO”).

Jila has consistently committed misconduct as to her joint interests with Gohar. After Louise vacated the Veteran Property, Jila hired counsel to petition the probate court for a conservatorship over Louise. The court appointed Michael Harrison, Esq. (“Harrison”) to represent Louise’s interests. After her death, Harrison submitted a report documenting Jila’s misconduct, including potential elder abuse and attempts to secure funds as a “fee” for allowing Louise to live with her. Harrisson concluded Jila only wanted conservatorship to gain control of an apartment house Jila expected to inherit.

Jila improperly spent Hayem funds for her personal benefit, without any business justification.

Jila and Gohar have operated Shalom together as necessary since their uncle Ebrahim’s death. However, Jila has taken actions with respect to the Vermont Property without consent. She spent money from Shalom’s account, much of which for personal benefit without business justification. Jila also unilaterally engaged an accountant, paid taxes, and approved leasing and management. In late 2019, Jila attempted to lock Gohar out of Shalom’s bank account by removing her as a signatory.

In 2019, Jila filed the complaint in Jila Babazadeh-Shraga v. Gohar Babazadeh-Shraga et al, (“Jila v. Gohar I”) Case No. 19STCV45055. Gohar filed a cross-complaint for breach of fiduciary duty and related claims. These claims include Jila’s misconduct described in this Cross-Complaint.

Jila’s complaint in Jila v. Gohar I initially sought partition of the Veteran Property. Gohar made clear during litigation that she wanted to sell the Veteran and Vermont Properties and to wind down Shalom and Hayem. Jila never agreed to either.

The parties entered negotiations for settlement of Jila v. Gohar I, including an agreement to sell the properties. Shortly before trial in 2023, Jila dismissed the claim for partition of the Veteran Property. She then withdrew from the negotiations, hired new counsel, and filed the Complaint in this action.

The parties are deadlocked as to both properties and entities. They agree that Hayem should be dissolved, Shalom wound down, and the Veteran Property sold. A lawsuit for involuntary dissolution of Hayem seems unnecessary.

Gohar seeks: (1) an order winding down, liquidating and distributing Shalom assets, and appointing a receiver as necessary to oversee the process; (2) partition by sale of the Veteran Property and distribution of the proceeds, including appointment of a receiver or referee to accomplish this; (3) an award for costs of the partition and of this action as it related to partition; (4) accounting from Jila; and (5) attorney’s fees and costs.

On May 23, 2023, Gohar, Shalom, and Hayem filed Notices of Acknowledgement of Receipt of the Complaint and Summons. On May 30, 2023, Elizabeth filed Notices of Acknowledgement of Receipt of the Complaint and Summons in both relevant capacities.

On June 27, 2023, Elizabeth filed separate Answers to the Complaint in both capacities.

On September 14, 2023, Department 34 entered a stipulation to stay the action for 90 days for mediation. A case management conference was scheduled for December 1, 2023, should the parties fail to resolve the matter through mediation.

On January 31, 2024, Jila filed a verification for the Complaint’s second cause of action.

CCP section 564(b) provides that the court has authority to appoint a receiver in any of the following pertinent circumstances: (1) in an action by a vendor to vacate a fraudulent purchase of property, or by a creditor to subject any property or fund to the creditor's claim, or between partners or others jointly owning or interested in any property or fund, on the application of the plaintiff, or of any party whose right to or interest in the property or fund, or the proceeds thereof, is probable, and where it is shown that the property or fund is in danger of being lost, removed, or materially injured; (9) in all other cases where necessary to preserve the property or rights of any party; (11) in an action by a secured lender for specific performance of an assignment of rents provision in a deed of trust, mortgage, or separate assignment document; and (12) in a case brought by an assignee under an assignment of leases, rents, issues, or profits pursuant to Civil Code section 2938(g).

The court also has authority to appoint a receiver when, at the time of the filing of a complaint for involuntary dissolution or at any time thereafter, the court has reasonable grounds to believe that unless a receiver of the corporation is appointed, the interests of the corporation or the public or charitable purpose of the corporation will suffer pending the hearing and determination of the complaint. Business and Professions Code (“Bus. and Prof. Code”) §6513.

The appointment of a receiver is a drastic remedy to be utilized only in “exceptional cases.” As such, a receiver should not be appointed unless absolutely essential and because no other remedy will serve its purpose. City & County of San Francisco v. Daley, (“Daley”) (1993) 16 Cal.App.4th 734, 744. A plaintiff who seeks appointment of a receiver of certain property under CCP section 564(b)(1) has the burden to establish by a preponderance of the evidence that plaintiff has a joint interest with defendant in the property, that the property is in danger of being lost, removed or materially injured, and that plaintiff's right to possession is probable. Alhambra-Shumway Mines, Inc. v. Alhambra Gold Mine Corp., ("Alhambra”) (1953) 116 Cal.App.2d 869, 873.

Once appointed, a receiver has, under the control of the court, power to bring and defend actions in his own name, as receiver; to take and keep possession of the property, to receive rents, collect debts, to compound for and compromise the same, to make transfers, and generally to do such acts respecting the property as the court may authorize. CCP §568.

Since January 2010, the ULPA, Corporations Code (“Corp. Code”) sections 15900 et seq., governs all limited partnerships. Corp. Code §15912.06(b).

A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership. Corp. Code §15903.02.

A person is dissociated from a limited partnership as a general partner upon the occurrence of, inter alia, (b) an event agreed to in the partnership agreement as causing the person’s dissociation as a general partner, and (g) the person’s death. Corp. Code §§ 15906.03(b), (g)(1).

Except as otherwise provided, a limited partnership is dissolved, and its activities must be wound up, upon, inter alia, the happening of an event specified in the partnership agreement. Corp. Code §15908.01(a). Dissolution also occurs after the dissociation of a person as a general partner, if none remain, unless within 90 days of the dissociation, (A) consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and (B) at least one general partner is so admitted. Corp. Code §15908.01(c).

A partnership normally continues after dissolution only for the purpose of winding up its business. Corp. Code §16802(a). The partnership is terminated when the winding up of its business is completed. Id. However, between dissolution and winding up, all partners, except wrongfully dissociating partners, may waive the right to have the partnership’s business wound up and the partnership terminated. Corp. Code §16802(b). If so, the partnership carries on as if dissolution never occurred, and any liability the partnership incurred between dissolution and waiver is determined as if dissolution never occurred. Corp. Code §16802(b)(1). The rights of a third party that arose out of conduct in reliance on dissolution before the third party knew of the waiver, are not adversely affected. Corp. Code §16802(b)(2).

On the application of any partner, the appropriate court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership’s activities, if: (1) a limited partnership does not have a general partner, and within a reasonable time following the dissolution no person has been appointed; or (2) the applicant establishes other good cause. Corp. Code §15908.03(d).

An injunction is a writ or order requiring a person to refrain from a particular act; it may be granted by the court in which the action is brought, or by a judge thereof; and when granted by a judge, it may be enforced as an order of the court. CCP §525. An injunction may be more completely defined as a writ or order commanding a person either to perform or to refrain from performing a particular act. See Comfort v. Comfort, (1941) 17 Cal.2d 736, 741. McDowell v. Watson, (1997) 59 Cal.App.4th 1155, 1160.^{^[2]} It is an equitable remedy available generally in the protection or to prevent the invasion of a legal right. Meridian, Ltd. v. City and County of San Francisco, et al., (1939) 13 Cal.2d 424.

The purpose of a preliminary injunction is to preserve the status quo pending final resolution upon a trial. See Scaringe v. J.C.C. Enterprises, Inc., (1988) 205 Cal.App.3d 1536. Grothe v. Cortlandt Corp., (1992) 11 Cal.App.4th 1313, 1316; Major v. Miraverde Homeowners Assn., (1992) 7 Cal.App.4th 618, 623. The status quo has been defined to mean the last actual peaceable, uncontested status which preceded the pending controversy. Voorhies v. Greene (1983) 139 Cal.App.3d 989, 995, quoting United Railroads v. Superior Court, (1916) 172 Cal. 80, 87. 14859 Moorpark Homeowner’s Assn. v. VRT Corp., (1998) 63 Cal.App.4th 1396. 1402.

A preliminary injunction is issued after hearing on a noticed motion. The complaint normally must plead injunctive relief. CCP §526(a)(1)-(2).^{^[3]} Preliminary injunctive relief requires the use of competent evidence to create a sufficient factual showing on the grounds for relief. See e.g. Ancora-Citronelle Corp. v. Green, (1974) 41 Cal.App.3d 146, 150. Injunctive relief may be granted based on a verified complaint only if it contains sufficient evidentiary, not ultimate, facts. See CCP §527(a). For this reason, a pleading alone rarely suffices. Weil & Brown, California Procedure Before Trial, 9:579, 9(ll)-21 (The Rutter Group 2007). The burden of proof is on the plaintiff as moving party. O’Connell v. Superior Court, (2006) 141 Cal.App.4th 1452, 1481.

A plaintiff seeking injunctive relief must show the absence of an adequate damages remedy at law. CCP §526(4); Thayer Plymouth Center, Inc. v. Chrysler Motors, (1967) 255 Cal.App.2d 300, 307; Department of Fish & Game v. Anderson-Cottonwood Irrigation Dist., (1992) 8 Cal.App.4th 1554, 1565. The concept of “inadequacy of the legal remedy” or “inadequacy of damages” dates from the time of the early courts of chancery, the idea being that an injunction is an unusual or extraordinary equitable remedy which will not be granted if the remedy at law (usually damages) will adequately compensate the injured plaintiff. Department of Fish & Game v. Anderson-Cottonwood Irrigation Dist., (1992) 8 Cal.App.4th 1554, 1565.

In determining whether to issue a preliminary injunction, the trial court considers two factors: (1) the reasonable probability that the plaintiff will prevail on the merits at trial (CCP §526(a)(1)), and (2) a balancing of the “irreparable harm” that the plaintiff is likely to sustain if the injunction is denied as compared to the harm that the defendant is likely to suffer if the court grants a preliminary injunction. CCP §526(a)(2); 14859 Moorpark Homeowner’s Assn. v. VRT Corp., (1998) 63 Cal.App.4th 1396. 1402; Pillsbury, Madison & Sutro v. Schectman, (1997) 55 Cal.App.4th 1279, 1283; Davenport v. Blue Cross of California, (1997) 52 Cal.App.4th 435, 446; Abrams v. St. Johns Hospital, (1994) 25 Cal.App.4th 628, 636. Thus, a preliminary injunction may not issue without some showing of potential entitlement to such relief. Doe v. Wilson, (1997) 57 Cal.App.4th 296, 304. The decision to grant a preliminary injunction generally lies within the sound discretion of the trial court and will not be disturbed on appeal absent an abuse of discretion. Thornton v. Carlson, (1992) 4 Cal.App.4th 1249, 1255.

A preliminary injunction ordinarily cannot take effect unless and until the plaintiff provides an undertaking for damages which the enjoined defendant may sustain by reason of the injunction if the court finally decides that the plaintiff was not entitled to the injunction. See CCP §529(a); City of South San Francisco v. Cypress Lawn Cemetery Assn., (1992) 11 Cal.App.4th 916, 920.

On August 16, 1999, Shalom filed a Certificate of Limited Partnership with the California Secretary of State. Jila Decl., ¶2, Ex. 1. The certificate listed Ebrahim as the general partner. Jila Decl., ¶2, Ex. 1. The certificate also stated that a general partner’s signature is needed to file certificates of amendment, restatement, dissolution, continuation, cancellation, and merger. Jila Decl., ¶2, Ex. 1.

On August 20, 1999, Ebrahim executed Shalom’s partnership agreement. Jila Decl., ¶3, Ex. 2. The partnership agreement states that Jila, Gohar, and Jacklin each owned 33%, and Ebrahim owned 1%, of Shalom. Jila Decl., ¶3, Ex. 2. Shalom’s assets include the Vermont Property, which currently has three tenants, and various bank accounts. Jila Decl., ¶3, Ex. 2.

Paragraph 2.6(i) of the partnership agreement provides that the partnership will terminate upon, inter alia, the death of any general partner or the sole remaining general partner. Jila Decl., ¶4, Ex. 2. Paragraphs 8.1 clarifies that this means the partnership would be dissolved. Jila Decl., ¶4, n. 1, Ex. 2. The general partner or the “persons required or permitted by law to carry out the winding up” of Shalom affairs, would then proceed to liquidate assets, wind up affairs, and distribute the proceeds of the liquidation. Jila Decl., ¶5, Ex. 2.

Ebrahim died on June 5, 2010. RJN Ex. 1. Shalom should have dissolved by operation of law. Jila Decl., ¶5.

In 2017, Jacklin died intestate. Jila Decl., ¶3, n.3. Jacklin’s mother, Louise, inherited her 33% share of Shalom. Jila Decl., ¶3, n.3. When Louise died, Jila and Gohar each inherited half of Louise’s share. Jila Decl., ¶3, n.3.

Shalom has not filed state and federal partnership tax returns for 2022. Jila Decl., ¶6. At the current rate, it will not timely file such returns for 2023. Jila Decl., ¶6. K-1s were not issued for either year. Jila Decl., ¶6. This has impaired the limited partners’ ability to file individual tax returns. Jila Decl., ¶6. It has also impaired and delayed the closing of Jacklin’s estate. Jila Decl., ¶6. None of the limited partners has the authority to operate or wind-up Shalom under the partnership agreement. Jila Decl., ¶6.

In 2013, Gohar negotiated and executed a ten-year lease (“Lease”) with American Ranch and Seafood Company (“Ranch”). Jila Decl., ¶7, Ex. 3. The Lease’s Rent Adjustment Addendum increases the monthly Base Rent on August 1 of each year to $15,580.31 in 2020, $16,359.33 in 2021, and $17,177.30 in 2022. Jila Decl., ¶8, Ex. 6. Ranch has paid only $14,838.39 since that was the Base Rent in 2019. Jila Decl., ¶8, Ex. 6. This is before a $3,000 Common Area Maintenance (“CAM”) payment owed each month, which Ranch once missed. Jila Decl., ¶8, Exs. 3, 7. Based on this payment schedule, Ranch owes $643,238.68 in back rent. Jila Decl., ¶8, Ex. 7. No one on Shalom’s behalf can currently calculate the amount in arrearage on the Lease. Jila Decl., ¶8.

Paragraph 4.4(b) of the Lease requires Shalom to give Ranch a reasonably detailed statement of CAM costs actually incurred each calendar year within 60 days of its end. Jila Decl., ¶9, Ex. 3. Ranch would either be credited the excess paid or have ten days to pay any outstanding balance. Jila Decl., ¶9, Ex. 3. Shalom has not provided any reconciliation since 2019. Jila Decl., ¶9.

The Lease has two options to extend for five years, the first of which Ranch exercised in February 2023. Jila Decl., ¶7, Ex. 4. The options provides for two Market Rental Value Adjustment Dates: August 2023 and August 2028. Jila Decl., ¶7, Ex. 5. The options require landlord and tenant to attempt to agree on the new Market Rental Value on those dates. Jila Decl., ¶7, Ex. 5. Without a general partner, no one at Shalom has the authority to enter into those negotiations. Jila Decl., ¶7, Ex. 5.

In 2015, Gohar hired Joseph Boodaie (“Boodaie”) as Shalom’s property manager. Jila Decl., ¶10; Horn Decl., ¶2, Ex. 1.

Jila has known since 2010 that Boodaie had a tainted business reputation. Jila Decl., ¶10. A Jewish Journal Article from February 2010 reported 12 different lawsuits against him for defrauding Iranian Jews for a collective $100 million. Jila Decl., ¶10, Ex. 8. Since learning Gohar hired Boodaie, Jila continuously and vehemently objected. Jila Decl., ¶11. This has proved to be a major point of contention between the parties. Jila Decl., ¶11.

In December 2023, Jila’s counsel finally convinced Boodaie to step down and stop providing services to Shalom. Horn Decl., ¶3. By then Boodaie had been involved in 56 lawsuits over the last 15 years (Horn Decl., ¶4, Ex. 2) and had two judgment liens against him for $9,212,365.58 and $1,077,319.20 (Horn Decl., ¶5, Exs. 3-4). On December 13, 2023, a third judgment was entered against him for $181,823. Horn Decl., ¶6, Ex. 5.

In the last few months, Jila has asked Boodaie at least four times to turn over all Shalom books, records, electronically stored information, and documents to no avail. Horn Decl., ¶7.

Ryan Baker (“Baker”) has been the lead agent on over 150 Receiver, Partition Referee, Provisional Director, Trustee, and regulatory receivership assignments. Baker Decl., ¶1, Ex. A. He has provided oversight for a wide variety of commercial properties. Baker Decl., ¶4. His fees for this receivership would be $425 per hour. Baker Decl., ¶5. He would delegate tasks to subordinates with hourly rates from $125 to $375 based on who has the requisite skill set. Baker Decl., ¶5.

Gohar has never usurped control of Shalom or presented herself as its general partner, and she does not believe she has the right to unilaterally control it. Gohar Decl., ¶3. She has done things for the partnership, as the other limited partners have, but never over Jila or Ebrahim’s objection. Gohar Decl., ¶3. She currently is not acting on the partnership’s behalf and will not do so without Jila’s approval, per usual practice. Gohar Decl., ¶3.

Gohar hired Boodaie in 2015 when Jila wanted to replace the previous property manager. Gohar Decl., ¶4. Jila knew about and approved his appointment. Gohar Decl., ¶4. She has worked with Boodaie multiple times since. Gohar Decl., ¶4.

Boodaie never had the authority to access Shalom’s bank accounts or spend money from them. Gohar Decl., ¶5. He deposited rent checks and performed certain accounting and bookkeeping functions, but he never had decision-making authority. Gohar Decl., ¶5.

Gohar has wanted to replace Boodaie since 2017 but thought that she could not do so without Jila’s approval. Gohar Decl., ¶5. In July 2017, she carbon-copied Jila on an email to accountant Azy Chahoon (“Chahoon”) seeking to hire him as Shalom and Hayem’s accountant. Gohar Decl., ¶5, Ex. A. In September 2018, she emailed Chahoon asking if he knew any American property management firms to replace Boodaie once Jila agrees. Gohar Decl., ¶5, Ex. B. Jila never responded to either email or otherwise approved a replacement, so Gohar could not replace Boodaie. Gohar Decl., ¶5.

Jila and her husband approved the Lease. Gohar Decl., ¶6. No one accused Gohar of unilaterally entering the Lease until 2023, four years into this action. Gohar Decl., ¶6.

Jila has attempted to usurp control. Gohar Decl., ¶7. On December 21, 2023, her attorney emailed a Vermont Property tenant threatening legal action unless it paid overdue rent for the past three months. Gohar Decl., ¶7, Ex. C. The email also directed the tenant to deliver this payment in cashier’s check to a new address following Boodaie’s termination as property manager. Gohar Decl., ¶7, Ex. C. Gohar never authorized this email and only learned about it when the tenant forwarded it to her. Gohar Decl., ¶7, Ex. C. Jila had asserted that neither limited partner could act on Shalom’s behalf without the other’s consent. Gohar Decl., ¶7. Gohar took no action because of this, yet Jila unilaterally took action against this tenant without Gohar’s knowledge. Gohar Decl., ¶7.

Jila has unilaterally acted on Shalom’s behalf in multiple other cases. Gohar Decl., ¶8. She has written checks from the partnership account for what may be personal expenses, which Gohar never did. Gohar Decl., ¶8. In late 2019, Jila attempted to lock Gohar out of Shalom’s account by taking her name off it. Gohar Decl., ¶8. In 2020, Jila hired tax accountant Nancy Rappaport (“Rappaport”) to prepare and file Shalom’s tax returns despite Gohar’s objections. Gohar Decl., ¶8. Jila paid Rappaport from Shalom funds. Gohar Decl., ¶8.

Gohar has advocated for Shalom’s winding down and sale of the Vermont Property for years. Gohar Decl., ¶2. Jila has refused efforts to do so and has placed conditions on any agreement. Gohar Decl., ¶2.

Although Gohar has received various Shalom records over the years, Jila has always had access to them. Gohar Decl., ¶9. Gohar has never refused or failed to provide Jila with documents that she needs and does not already have. Gohar Decl., ¶9. Jila also has full access to Shalom’s Bank of America account. Gohar Decl., ¶9.

Although Jila informed Gohar she would propose three receivers, Jila only served the declaration for Baker. Brody Decl., ¶2. Gohar has agreed to his appointment for Shalom’s liquidation and winding down. Brody Decl., ¶2.

When Gohar hired Boodaie, Jila objected given his reputation. Horn Reply Decl., ¶4. Only Gohar’s signature is on the Property Management Agreement hiring him. Horn Reply Decl., ¶4, Ex. 6.[5]

A receiver needs Shalom’s books and records to liquidate it. Horn Reply Decl., ¶4.

Boodaie testified at his deposition in Jila v. Gohar I that he worked with Gohar because he was taught to deal with the most knowledgeable partner when there are more than one. Horn Reply Decl., ¶5, Ex. 7, pp. 41-42. Over 8.5 years, the rate of his communication with Gohar varied. Ex. 7, p. 42. Most of their communications concerned the Vermont Property, including leases and taxes. Horn Ex. 7, pp. 44, 46-47.

Although Boodaie prepared the tax returns for Shalom, he never asked for the underlying documents; he just asked Gohar for the total amount for repairs or property tax insurance. Ex. 7, pp. 47-48.

Boodaie prepared the CAM reconciliation statements for Ranch’s Lease. Ex. 7, p. 48. At one point Ranch claimed it was being charged for the electricity used by a nearby billboard. Ex. 7, p. 50. Gohar told Boodaie that she would address it when she was in Los Angeles, but the meeting was cancelled. Ex. 7, p. 50.

Gohar and Boodaie also discussed whether Ranch should receive a rent concession during the COVID-19 pandemic. Ex. 7, p. 51. Boodaie advised Gohar not to offer one. Ex. 7, p. 51.

Boodaie told Gohar that Ranch wanted to exercise its option to renew the Lease. Ex. 7, p. 52. Gohar eventually said that she had a prepared extension. Ex. 7, p. 52. She never sent a copy to Boodaie. Ex. 7, p. 52.

On July 24, 2023, Jila sent Gohar three emails demanding a receipt of Gohar’s payment of property insurance for the Vermont Property. Horn Reply Decl., ¶6, Ex. 8. Jila’s counsel wrote that “The bottom line is that the bill has been paid.” Ex. 8. Gohar never provided this receipt. Horn Reply Decl., ¶6.

When Jila served Gohar the moving papers on January 22, 2024, she attached the declarations from all three proposed receivers. Horn Reply Decl., ¶2, Exs. 1-2.

Plaintiff Jila applies for the appointment of a receiver for the winding up of Shalom.

Jila identified three candidate receivers in her motion. Gohar asserts of the three, Jila only served her with Baker’s declaration. Opp. at 7. Although Jila states that she did serve the other declarations, the court need not discuss this issue further because the parties have agreed that Baker should be appointed as a receiver. Opp. at 7; Reply at 2, n.1.

On the application of any partner, the court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership’s activities, if: (1) a limited partnership does not have a general partner, and within a reasonable time following the dissolution no person has been appointed; or (2) the applicant establishes other good cause. Corp. Code §15908.03(d).

CCP section 564(b) provides that the court has authority to appoint a receiver in any of the following pertinent circumstances: (1) in an action between partners or others jointly owning or interested in any property or fund, and where it is shown that the property or fund is in danger of being lost, removed, or materially injured; and (9) in all other cases where necessary to preserve the property or rights of any party.

The parties agree that Baker should be appointed as receiver to wrap up Shalom’s affairs and liquidate its assets. Opp. at 7; Reply at 2. The motion to appoint Baker (“Receiver”) as the agreed-upon receiver is granted. See CCP §564.

Jila seeks a preliminary injunction enjoining Gohar and her agent, Boodaie, from interfering with Receiver's operations and compelling both to produce all pertinent Shalom books and records. Mot. at 19.

Gohar opposes, arguing that she has no intention of interfering with Receiver, denying that she usurped control of Shalom, denying that she maintains records for Shalom, contending that Jila has equal access to the documents, stating that there is no evidence she would not turn over documents or property, arguing that she does not control Boodaie and cannot compel him to turn over documents, and concluding that any injunction should issue against all partners. Opp. at 5, 8-10.

In reply, Jila relies on Boodaie’s deposition testimony that he worked on a variety of matters for Gohar over 8.5 years, including preparation of taxes for Shalom, CAM reconciliation statements for Ranch’s Lease, and whether Ranch should receive a rent concession during the COVID-19 pandemic. Horn Reply Decl., ¶5, Ex. 7, pp. 47-48, 51. He worked exclusively with Gohar to get the information he needed. Ex. 7, pp. 41-42.

A preliminary injunction in aid of the receiver is generally issued when the receiver is appointed to prevent the parties from interfering with the receiver and compelling production of any pertinent records. The facts that Gohar does not intend to interfere and is willing to cooperate by producing records to Receiver do not control. The parties are deadlocked and accuse each other of misconduct, which shows the need for an injunction. A preliminary injunction will issue to restrain all three of Gohar, Jila, and Boodaie from interfering with Receiver and compelling them to produce Shalom’s books and records to Receiver.

The motion for appointment of Receiver for Shalom’s winding up and liquidation of its assets, including the Vermont Property, is granted. A preliminary injunction will issue enjoining both parties and Boodaie from interfering with Receiver, compelling them to cooperate with Receiver, and directing all three to turn over all property and all related records and documents in their possession, custody, or control.

Bonds are set as follows: (a) receiver’s bond equal to one month’s rent of Vermont Property; and (b) preliminary injunction bond of $7500. The court will discuss other issues in the proposed order with counsel at hearing.

[1] Defendant Gohar failed to lodge a courtesy copy of her opposition in violation of the Presiding Judge’s First Amended General Order Re: Mandatory Electronic Filing. Her counsel is admonished to provide courtesy copies in all future filings.

[2] The courts look to the substance of an injunction to determine whether it is prohibitory or mandatory. Agricultural Labor Relations Bd. v. Superior Court, (1983) 149 Cal.App.3d 709, 713. A mandatory injunction — one that mandates a party to affirmatively act, carries a heavy burden: “[t]he granting of a mandatory injunction pending trial is not permitted except in extreme cases where the right thereto is clearly established.” Teachers Ins. & Annuity Assoc. v. Furlotti, (1999) 70 Cal.App.4th 187, 1493.

[3] However, a court may issue an injunction to maintain the status quo without a cause of action in the complaint. CCP §526(a)(3).

[4] Jila requests judicial notice of Ebrahim’s death certificate. RJN Ex. 1. The request is granted. Evid. Code §452(c).

[5] This is incorrect. Both Gohar’s and Jila’s signatures are on the Property Management Agreement. Horn Reply Decl., ¶4, Ex. 6.