Judge: Jon R. Takasugi, Case: BC716696, Date: 2024-09-12 Tentative Ruling

Case Number: BC716696    Hearing Date: September 12, 2024    Dept: 17

Superior Court of California

County of Los Angeles

DEPARTMENT 17

TENTATIVE RULING

Plaintiff’s motion to amend judgment is DENIED.

On August 6, 2018, Plaintiff Gorji Ashraf (Plaintiff) filed suit against Kolah Farangi, Inc. (KF, Inc.), Mansour Simanian, Joseph Simanian, Robert Simanian, and Michael Simanian, alleging: (1) discrimination in violation of FEHA; (2) failure to accommodate in violation of FEHA; (3) failure to engage in the interactive process in violation of FEHA; (4) failure to prevent FEHA violations; (5) retaliation in violation of FEHA; (6) wrongful termination in violation of FEHA; (7) wrongful termination in violation of public policy; (8) failure to pay minimum wages; (9) failure to pay overtime; (10) failure to pay earned wages; (11) waiting time penalties; (12) failure to provide rest periods; (13) failure to provide meal periods; (14) failure to provide itemized wage statements; (15) unfair competition; (16) intentional infliction of emotional distress; and (17) failure to render aid.

On August 15, 2022, Plaintiff obtained a Judgment against Defendant Kolah Farangi, Inc (KFI).

Now, Plaintiff seeks to amend the judgment to add JRDM International, Inc. as a judgment debtor.

Discussion

            Plaintiff argues that JDRM International, Inc. is the alter-ego of Defendant KFI and should be added as a judgment debtor, based on evidence obtained in post-judgment interrogatories propounded on KFI.

            CCP section 187 provides:

When jurisdiction is, by the Constitution or this Code, or by any other statute, conferred on a Court or judicial officer, all the means necessary to carry it into effect are also given; ¿and in the exercise of this jurisdiction, if the course of proceeding be not specifically pointed out by this Code or the statute, any suitable process or mode of proceeding may be adopted which may appear most conformable to the spirit of this code.

Under section 187, the trial court is authorized with the authority to amend a judgment to add additional judgment debtors. (Greenspan v. LADT, LLC (2010) 191 Cal.App.4th 486, 508.) “As a general rule, ‘a court may amend its judgment at any time so that the judgment will properly designate the real defendants.’.... Judgments may be amended to add additional judgment debtors on the ground that a person or entity is the alter ego of the original judgment debtor.... ‘Amendment of a judgment to add an alter ego “is an equitable procedure based on the theory that the court is not amending the judgment to add a new defendant but is merely inserting the correct name of the real defendant.... ‘Such a procedure is an appropriate and complete method by which to bind new ... defendants where it can be demonstrated that in their capacity as alter ego of the corporation they in fact had control of the previous litigation, and thus were virtually represented in the lawsuit.’ ” (Id.)

            In support of his contention that JDRM International, Inc. is the alter-ego of Defendant KFI Plaintiff submitted evidence that:

-         JRDM INTERNATIONAL, INC. was incorporated on 1/11/2017. (Response to RFA No. 1) This happens to be the very same year that KFI’s alleged income “dropped” from $122,070, to $20,000, to “zero.” (Articles of Incorporation, filed 1/11/17)

-         During the past five years, the only source of revenue for JRDM INTERNATIONAL INC. has been the proceeds from the Kolah Farangi restaurant, located at 9180 West Pico Blvd., Los Angeles. (Response to RFA No. 3)

-         At no point in the past five years did JRDM INTERNATIONAL Inc. provide KFI any kind of consideration for moneys that were transferred from KFI’s bank accounts to JRDM INTERNATIONAL, INC.’s bank accounts. (Response to RFA No. 5)

-         On 5/11/2017, it was resolved in the Minutes of JRDM “to begin taking over Kolah Farangi, Inc. operation. It was Resolved that JRDM take ownership of Kolah Farangi Inc.’s Assets, loan and rent liabilities” (Declaration of Rabin Saidian, ¶ 6; Exh. E).

-         On 5/15/2018, there was a complete transfer of assets from KFI to JRDM. (Declaration of Rabin Saidian, ¶ 6; Exh. E).

-         While KFI maintained a zero balance in its bank accounts, JRDM maintained sums randing between $114,229.36 and $52,867.68 throughout the time period of 10/31/2022 and 6/30/23. (Declaration of Rabin Saidian, ¶ 5; Exh. D)

A transfer of assets made by a debtor is fraudulent as to a creditor, whether the creditor's claim arose before or after the transfer, if the debtor made the transfer (1) with an actual intent to hinder, delay, or defraud any creditor, or (2) without receiving reasonably equivalent value in return, and either (a) was engaged in or about to engage in a business or transaction for which the debtor's assets were unreasonably small, or (b) intended to, or reasonably believed, or reasonably should have believed, that he or she would incur debts beyond his or her ability to pay as they became due. (Kirkeby v. Superior Court (2004) 33 Cal.4th 642, 648-49.)

In opposition, Defendant submitted evidence that Plaintiff has since passed away, noting that “On May 8, 2024, Plaintiff’s counsel informed Defendant’s counsel and Judge Fruin that he believed Plaintiff had passed away and he had not heard from the Plaintiff for some time. Plaintiff’s counsel further advised Judge Fruin that he had not heard from Plaintiff’s family either.” (7, 13-15.) Clearly, Plaintiff’s counsel has no standing to bring the current motion or to perform legal work on behalf of Plaintiff if he is, in fact, deceased. Rather, CCP section 686.010 provides, “[a]fter the death of the judgment creditor, the judgment may be enforced as provided in this title by the judgment creditor's executor or administrator or successor in interest.” As such, only Plaintiff’s estate would have standing to pursue this relief.

Moreover, Defendant submitted evidence that JRDM is not the alter-ego of KFI:

-         JRDM was incorporated on January 11, 2017. This was nineteen (19) months before Judgment Creditor filed his lawsuit against Judgment Debtor.  (Exh. 1.)

-          The minutes of JRDM show that the purchase of the assets of KFI took place on May 11, 2017, which was fifteen (15) months before Judgment Creditor filed this Complaint.

-         Judgment Creditor’s lawsuit was not filed until August 6, 2018, which is three (3) months after completion of the purchase of KFI.

-         Judgment Creditor alleged in his lawsuit that the four original shareholders of KFI were all alter ego of KFI. However, through discovery, Judgment Creditor did not find any evidence to support his allegation and consequently, he dismissed the four shareholders and obtained a judgment only as to KFI.

As such, even setting aside the issue of standing, the preponderance of evidence does not support a finding of alter-ego liability at this time.

Based on the foregoing, Plaintiff’s motion to amend judgment is denied.

It is so ordered.

Dated:  September    , 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.