Judge: Joel R Wohlfeil, Case: 37-2023-00040858-CU-BC-CTL, Date: 2023-12-01 Tentative Ruling

SUPERIOR COURT OF CALIFORNIA,

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HALL OF JUSTICE

TENTATIVE RULINGS - November 30, 2023

12/01/2023  09:00:00 AM  C-73 COUNTY OF SAN DIEGO

JUDICIAL OFFICER:Joel R. Wohlfeil

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Civil - Unlimited  Breach of Contract/Warranty Motion Hearing (Civil) 37-2023-00040858-CU-BC-CTL NAMVAR VS SANTA FE HOLDING INC [IMAGED] CAUSAL DOCUMENT/DATE FILED: Right to Attach Order After Hearing and Order for Issuance of Writ

of Attachment, 11/06/2023 The Application (ROA # 19, 20) of Plaintiff Ali Namvar ('Plaintiff') for a right to attach order and order for issuance of a writ of attachment after hearing against Defendant Santa Fe Holdings, Inc. ('Defendant'), is DENIED. Code Civ. Proc. 483.010.

Plaintiff must establish 'the probable validity of the claim upon which the attachment is based.' Code Civ. Proc. 484.090(a)(2).

In determining the probable validity of a claim, the Court must consider the relative merits of the positions of the respective parties and make a determination of the probable outcome of the litigation.

Loeb & Loeb v. Beverly Glen Music, Inc. (1985) 166 Cal. App. 3d 1110, 1120.

Although the complaint is based on alleged breach of two discrete promissory notes, evidence presented indicates that the promissory notes are part of a larger, global agreement between the parties involving the sale of a business. In support of his claim, Plaintiff attaches to the declaration of Ali Namvar (ROA #10), the Asset Purchase Agreement between Santa Fe Landcare & Design, Inc. and Defendant Santa Fe Holdings, Inc., the Purchase Agreement Addendum, and the two promissory notes.

Plaintiff has not demonstrated the probable validity of this claim because Plaintiff's performance of the contractual obligations are at issue.

Defendant's declaration of Ehab Khalil (ROA #25) details the nature of the relationship between Plaintiff Ali Namvar and Defendant Santa Fe Holdings, Inc., Plaintiff's numerous misrepresentations regarding Santa Fe Landcare & Design, Inc., and Plaintiff's failure to perform his contractual obligations under the Asset Purchase Agreement.

This is evidence suggesting that Plaintiff's artificial inflation of Santa Fe Landcare & Design, Inc.'s revenue and earnings as well as misrepresentations about the business's cash withdrawals did not fairly present the conditions of the business being sold.

There is evidence that Plaintiff's actions in charging Santa Fe Holdings, Inc. for change orders not approved by clients or not completed, and submitting duplicate vendor invoices to increase reimbursements due to him amount to breach of fiduciary duties as a responsible managing officer of Santa Fe Holdings, Inc.

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3043221 CASE NUMBER: CASE TITLE:  NAMVAR VS SANTA FE HOLDING INC [IMAGED]  37-2023-00040858-CU-BC-CTL In sum, Defendant contends that Plaintiff's conduct constitutes breach of contract, tortious conduct, waiver and unclean hands.

Defendant's declaration of Ehad Khalil sets forth facts demonstrating that the underlying agreement with Plaintiff is not enforceable.

Therefore, probable validity has not been established.

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