Judge: Jon R. Takasugi, Case: BC696133, Date: 2024-01-09 Tentative Ruling

Case Number: BC696133    Hearing Date: March 20, 2024    Dept: 17

Superior Court of California

County of Los Angeles

DEPARTMENT 17

TENTATIVE RULING

Govind Parties’ motion to disqualify counsel is DENIED.

On 7/3/2018, Plaintiffs Govind Vaghashia (Govind) as an individual and on behalf of Graphic Research, Inc. dba Gtek/Bycan Systems filed a second amended complaint (SAC) against Prashant Vaghashia (Prashant), Graphic Research, Inc. dba Gtek/Bycan Systems (GRI), alleging: (1) involuntary dissolution; (2) breach of fiduciary duty; (3) accounting; and (4) violation of Corporations Code sections 1601 and 1602.

           On 1/29/2024, the Govind Parties moved to disqualify Mr. Alfred Anyia as counsel.

Discussion

           The Govind Parties argue that Mr. Alfred Anyia should be disqualified as counsel for Prashant and Mita based on a conflicts of interest from the simultaneous representation of clients the Govind Parties and Prashant (or concurrent representation), as well as successive representation.

           After review, the Court disagrees.

First, as noted by Prashant and Mita in opposition, another trial court already denied a substantially similar Motion to Disqualify Mr. Anyia several months ago. (See 10/27/2023 Minute Order in related case Rakesh Kothari v. Vaghashia, Los Angeles Superior Court Case No. EC067612.) The arguments advanced here are substantially identical to those put before Judge Chowdhury: (1) Mr. Anyia represented Govind in a prior matter, related or successive matter; and (2) Mr. Anyia has a disciplinary history with the State Bar.

It is a well-accepted maxim that one trial court judge may not reconsider or overrule a ruling of another trial judge. (In re Marriage of Olivarez (2015) 238 Cal.App.4th 1242, 1248; Ziller Electronic Lab GmbH v. Superior Court (1988) 206 Cal.App.3d 1222, 1232.)

Because a Superior Court is a single entity comprised of member judges, “no member of that court cannot sit in review on the actions of another member of that same court.” (In re Alberto (2002) 102 Cal.App.4th 421, 427–428.) Allowing such a practice would lead to judge-shopping—venturing from judge to judge until a favorable ruling is obtained—which “would instantly breed lack of confidence in the integrity of the courts.” (Id.) The rule against one trial judge overruling another reflects an understood notion of comity, conserve judicial resources, and prevents a judge from interfering with a case ongoing before another judge. (Id. at 426-431.) The superior court’s jurisdiction to reconsider its rulings is generally to be exercised by the judge who made the original order. (Ziller Electronic Lab GmbH v. Superior Court (1988) 206 Cal.App.3d 1222, 1232.)  Indeed, the second judge, being presented with the same motion, is cautioned do direct the moving party to the original judge who ruled on the first motion. (Ibid.) “For one superior court judge, no matter how well intended, even if correct as a matter of law, to nullify a duly made, erroneous ruling of another superior court judge places the second judge in the role of a one-judge appellate court.” (Id. at p. 427.)

Here, the Govind Parties did not seek reconsideration of that motion, nor did they seek appellate review. The law does not permit a party to seek review before another superior court judge, and this Court may not reconsider Judge Chowdhury’s October 27, 2023ruling.

Second, the only new ground presented to disqualify Mr. Anyia—i.e., that Mr. Anyia’s simultaneous representation of Prashant and the Govind Parties in the related cases creates a conflict—is without merit.

The matters in which a party claims a conflict of interest warranting disqualification of an attorney must be substantially related and are not "substantially related" merely because they involve the same subject matter. (See, e.g., Kirk Com. v. First Am. Title Co. (1990) 220 Cal. App. 3d 785, 11 804, 813.) Rather, to create a conflict requiring disqualification, ... the information acquired during the first representation ... must be found to be directly at issue in, or have some critical importance to, the second representation .... Thus, for example, the attorney's acquisition during the first representation of general information about the first client's “overall structure and practices” would not of itself require disqualification unless it were found to be “material” - i.e., directly in issue or of critical importance in the second representation.” (Fremont Indem. Co. v. Fremont Gen. Corp. (2006) 143 Cal. App. 4th 50, 67.)

Here, the Court finds the representations are not substantially related for the following reasons:

-        The claims of the Eddings Case are for Wrongful eviction, Negligence and Intentional Infliction of Emotional Distress, whereas the related cases concern allegations of wrongful termination of employment contract or fraudulent conduct.

-        The Govind Parties have not submitted evidence to show that Mr. Anyia had more than minimal involvement in the Eddings Case. Indeed, Prashant submitted evidence that “Mr. Anyia only represented QIB to get an extension of time to respond to the complaint in the Eddings Case and did not participate further.” (Opp., 7: 20-22.) 

-        The Govind Parties have known since June 4, 2018 (when Mr. Anyia substituted into the Kothari case is case and filed the Prashant Defendants’ cross-complaint for indemnification against the Govind Parties), that Mr. Anyia was representing the Prashant Defendants, yet the Govind Defendants took no action to prevent his appearance. "It is well settled that a former client who is entitled to object to an attorney representing “an opposing party on the ground of conflict of interest but who knowingly refrains from asserting it promptly is deemed to have waived that right." (Trust Com. v. Piper Aircraft Corp. (9th Cir. 1983) 701 F.2d 85, 87.)

-        Similarly, in the related Patel case, the Govind Defendants knew on April 27, 2018 (when Mr. Anyia's motion to disqualify the Govind Defendants' lawyers was filed and granted on June 22, 2018), that Mr. Anyia was representing the Prashant Defendants in said case, yet took no action to prevent his appearance. (Trust Com., supra, 701 F.2d at p. 87.)

-        The Govind Parties signed the global settlement agreement which contains a provision in which the Prashant Defendants completely indemnify the Govind Parties for any damages in the related cases. 

Taken together, the Court finds an insufficient basis to justify disqualification of counsel.

Based on the foregoing, Govind Parties’ motion to disqualify counsel is denied.

It is so ordered.

Dated:  March    , 2024

   Hon. Jon R. Takasugi
   Judge of the Superior Court

Parties who intend to submit on this tentative must send an email to the court at smcdept17@lacourt.org by 4 p.m. the day prior as directed by the instructions provided on the court website at www.lacourt.org.  If a party submits on the tentative, the party’s email must include the case number and must identify the party submitting on the tentative.  If all parties to a motion submit, the court will adopt this tentative as the final order.  If the department does not receive an email indicating the parties are submitting on the tentative and there are no appearances at the hearing, the motion may be placed off calendar.  For more information, please contact the court clerk at (213) 633-0517.  

Superior Court of California

County of Los Angeles

DEPARTMENT 17

TENTATIVE RULING

The Govind Parties’ motion to expunge lis pendens is MOOT.

On 7/3/2018, Plaintiffs Govind Vaghashia (Govind) as an individual and on behalf of Graphic Research, Inc. dba Gtek/Bycan Systems filed a second amended complaint (SAC) against Prashant Vaghashia (Prashant), Graphic Research, Inc. dba Gtek/Bycan Systems (GRI), alleging: (1) involuntary dissolution; (2) breach of fiduciary duty; (3) accounting; and (4) violation of Corporations Code sections 1601 and 1602.

           On 1/8/2024, Govind moved to expunge lis pendens. 

           On 3/6/2024, Prashant and Mita filed a notice of withdrawal of lis pendens. Moreover, in opposition, they attached a Notice of Cancellation filed 9/9/2021, and Order expunging the lis pendens signed by this Court on 9/28/2021. 

           Based on the foregoing, the Govind Parties’ motion to expunge lis pendens is moot. Moreover, given that the relief sought by the Govind Parties was already obtained in September 2021, the Court denies their request for attorney fees associated with the motion. 

It is so ordered.

Dated:  March    , 2024

   Hon. Jon R. Takasugi
   Judge of the Superior Court

Parties who intend to submit on this tentative must send an email to the court at smcdept17@lacourt.org by 4 p.m. the day prior as directed by the instructions provided on the court website at www.lacourt.org.  If a party submits on the tentative, the party’s email must include the case number and must identify the party submitting on the tentative.  If all parties to a motion submit, the court will adopt this tentative as the final order.  If the department does not receive an email indicating the parties are submitting on the tentative and there are no appearances at the hearing, the motion may be placed off calendar.  For more information, please contact the court clerk at (213) 633-0517.  

Superior Court of California

County of Los Angeles

DEPARTMENT 17

TENTATIVE
RULING

The Govind
Parties’ motion for a determination of posting collateral security or secured
lis pendens on the $12.5 million due and payable under the settlement agreement
is DENIED.

On 7/3/2018,
Plaintiffs Govind Vaghashia (Govind) as an individual and on behalf of Graphic
Research, Inc. dba Gtek/Bycan Systems filed a second amended complaint (SAC)
against Prashant Vaghashia (Prashant), Graphic Research, Inc. dba Gtek/Bycan
Systems (GRI), alleging: (1) involuntary dissolution; (2) breach of fiduciary
duty; (3) accounting; and (4) violation of Corporations Code sections 1601 and
1602.

           On
2/26/2024, the Govind Parties file a motion for a determination of posting
collateral security or secured lis pens on the $12.5 million due and payable
under the settlement agreement.

Discussion

           The
Govind Parties argue that the Court should order Prashant to either: (1) accept
one of the five different collateral security lists provided to Prashant with
estimated property values; or (2) substitute the collateral security “with the
current Lis Pendens placed by Prashant on the Mason Property in the amount of
$20,000,000 in lieu of the bond posting for $12.5m due and payable under the
agreement.” (Motion, ii: 6-9.)

           As
a preliminary matter, Prashant first filed a Notice of Cancellation of Lis
Pendens on 9/9/2021 (with an expungement order signed by this Court on 9/28/2021),
and out of caution re-filed a withdrawal of lis pendens on 3/6/2024. As such,
there is no current Lis Pendens, and the second form of relief requested is not
available.

           This
leaves only the question of whether or not the Court should determine that
Prashant has unreasonably rejected the collateral security list submitted by
the Govind Parties under the terms of the Settlement Agreement, and should
allow that collateral security list to act as a valid and acceptable
undertaking. 

           After
review, the Court concludes that the Govind Parties’ request for relief must be
denied.

           First,
in opposition, Prashant submitted a table showing the estimated values provided
in the Collateral List provided in July 2023 vs the Collateral List provided on
March 6, 2024. Govind has not changed any of the valuations for 11 of the
properties he purports to offer.

           Second,
the statutory scheme for undertakings does not allow for what the Govind
Parties seek. As explained by Prashant in opposition:

Claiming that
they can, have or would provide collateral as security for the Settlement
Agreement’s obligations (even though they have not done so in more than a
year), Govind and Sonal now wish to substitute trust deeds on real property as
collateral in lieu of posting an undertaking. The Code’s requirements for an
undertaking effective to stay enforcement of an appealed payment order are
separate and distinct from the obligations that the Govind Parties already had
(and breached) to provide collateral under the Settlement Agreement. Further,
the Code of Civil Procedure does not contain a provision that permits a party
seeking to avoid enforcement through the means suggested by Govind and Sonal –
substituting trust deeds on real property in lieu of an undertaking.  

The statutory
scheme states explicitly that a money judgment or order “shall not stay
enforcement” unless an undertaking is provided. A party seeking to stay
enforcement has limited options: (1) provide the required undertaking; (2)
obtain a stipulation from the judgment creditor to waive the undertaking
requirement; (3) submit cash or other cash-like assets (lawful money,
certificates of deposit, savings accounts, stock certificates, depository
accounts;) (4) show they are indigent and appeal to the trial court’s
discretion; or (5) obtain a stay of enforcement. There is no provision that
permits the Court to waive, reduce or stay the enforcement based on what Govind
and Sonal claim to offer: security on real property. And even if they did,
offering security on real property is already part of Govind Parties
unfulfilled obligations under Settlement Agreement, for which they are under
this Court’s order to do so.

           (Opp.,
4: 13-22.)

           As
such, the Govind Parties have not provided the Court with any authority that
would allow it to subvert the Code of Civil Procedure’s statutory scheme so as
to allow a collateral security list as a substitute for the statutory
requirement to provide an undertaking to stay enforcement of its payment
orders. There is no statutory provision that permits the Court to use real
property, or equity in real property, as a substitute for an undertaking
(absent the consent of Prashant and Mita or a showing of indigency which the
Govind Parties have not done):

(a) Unless an
undertaking is given, the perfecting of an appeal shall not stay enforcement of
the judgment or order in the trial court if the judgment or order is for any of
the following:

(1)  Money
or the payment of money, whether consisting of a special fund or not, and
whether payable by the appellant or another party to the action. 

(CCP §
917.1.)

Based on the
foregoing, the Govind Parties’ motion for a determination of posting collateral
security or secured lis pendens on the $12.5 million due and payable under the
settlement agreement is denied.

It is so ordered.

Dated:  March   
, 2024

   Hon. Jon R.
Takasugi

   Judge of the
Superior Court

Parties who intend to submit on this tentative must
send an email to the court at smcdept17@lacourt.org
by 4 p.m. the day prior as directed by the instructions provided on the court
website at www.lacourt.org.  If a party submits
on the tentative, the party’s email must include the case number and must
identify the party submitting on the tentative. 
If all parties to a motion submit, the court will adopt this tentative
as the final order.  If the department
does not receive an email indicating the parties are submitting on the
tentative and there are no appearances at the hearing, the motion may be placed
off calendar.  For more information, please contact the court clerk at (213)
633-0517.