Judge: Joseph Lipner, Case: 23STCV16399, Date: 2024-02-15 Tentative Ruling
Case Number: 23STCV16399 Hearing Date: February 15, 2024 Dept: 72
SUPERIOR COURT OF CALIFORNIA
COUNTY OF LOS ANGELES
DEPARTMENT 72
TENTATIVE
RULING
|
JALEH ELGHANIAN, Plaintiff, v. ABNER PARTIYELI, et al., Defendants. |
Case No:
23STCV16399 Hearing Date: February 15, 2024 Calendar Number: 7 |
Defendants Abner Partiyelli (“Abner”) (the Court uses first
names for clarity, and means no disrespect by it), Farshid Partiyelli
(“Farshid”), Robertson Regency Center, LLC (“Robertson), 914 Holding Group LLC
(“914”), Clara Industrial Holding LLC (“Clara”), Euro-Cuisine Inc.
(“Euro-Cuisine”), and Westlake Spring, LLC (“Westlake”) (collectively, “Defendants”) demur to the
complaint filed by Plaintiff Jaleh Elghanian (“Plaintiff”).
The Court SUSTAINS the demurrer WITH LEAVE TO AMEND with
respect to Plaintiff’s fifth and sixth causes of action.
The Court SUSTAINS the demurrer as to Plaintiff’s seventh
and eighth causes of action WITHOUT LEAVE TO AMEND. Neither of these claims are
stand-alone causes of action under California law. However, Plaintiff is granted leave to amend
the Complaint (1) to allege a cause of action for restitution or constructive
trust; and (2) to make allegations concerning alter-ego so long as they are not
alleged as a standalone cause of action.
The Court OVERRULES the demurrer as to the remaining causes
of action.
The Court GRANTS the motion to strike Plaintiff’s prayer for
attorney’s fees for breach of the LLC agreements and DENIES the motion to
strike the remaining prayers for attorney’s fees.
The Court GRANTS the motion to strike Plaintiff’s prayer for
punitive damages WITH LEAVE TO AMEND.
The Court DENIES the motion to strike Plaintiff’s entire
prayer for relief.
Plaintiff may amend within 20 days.
This action arises out of events following the dissolution
of Plaintiff’s marriage with Abner. The facts here are taken from the
allegations in Plaintiff’s Complaint. Plaintiff alleges that Defendants
improperly withheld information from her regarding community property to which
Plaintiff obtained a judgment. As a result, Plaintiff was unable to pay her
legal fees associated with the dissolution. Plaintiff’s attorneys in the
dissolution foreclosed on a number of her community property interests, and
Defendants, through Westlake, bought those property interests in the resulting
foreclosure sale for well below their actual value.
On July 17, 2018, Plaintiff’s divorce with Abner was
finalized in a Judgement of Dissolution (the “Dissolution Judgment”). The
Dissolution Judgment determined that partial ownership interests in Robertson,
914, Clara, Euro-Cuisine (collectively, the “Business Interests”) and 321 San
Vicente Blvd., #801, Los Angeles, CA 90048 (the “San Vicenty Property)
(collectively, the “Divided Property”) were community property. Plaintiff thus
obtained title to half each of the above interests. These interests included a
9.5% interest in Robertson, a 12.5% interest in 914, and a 12.5% interest in
Clara.
Despite the Dissolution Judgment, Plaintiff received no
communication or documentation from Defendants evidencing compliance with the
judgment. Plaintiff received no information related to the value or accounting
of the Divided Properties or her ownership interests. Defendants continuously
told Plaintiff that the Business Interests were worth nothing.
Plaintiff was represented by Sorrell Trope d/b/a Trope &
Trope LLP (“Trope”) in the dissolution action. Plaintiff fell behind on her
legal fees, and Trope filed Case No. BS170018 Sorrell Trope, et al. v. Jaleh
Elghanian (the “Trope Action”) in Department 44 of the Los Angeles County
Superior Court to recover the fees it was owed. On January 2, 2019, Trope
obtained a judgment in its favor and against Plaintiff for the balance of the
fees owed (the “Fee Judgment”).
On March 28, 2019, Trope filed a Motion for Assignment
Order, Turnover Order, and Charging Order (the “Assignment Motion”). The motion
sought, inter alia, to charge Robertson, 914, and Clara and Euro-Cuisine
for the fees. Defendant Farshid filed an Interested Party Opposition to the
Assignment Motion. (Complaint, Exh. 3.) In the opposition, Farshid contended
that Plaintiff was not a partner or member of Robertson, 914, or Clara. Farshid
also contended that Plaintiff did not possess Euro-Cuisine Stock. For those
reasons, Farshid contended that it was improper to charge the Business
Interests. On July 17, 2019, the court granted the Assignment Motion.
On November 15, 2019, Trope filed a motion to foreclose on
Plaintiff’s interests in Robertson, 914, and Clara (the “Judgment Entities”).
On February 25, 2020, the court ordered the foreclosure of Plaintiff’s
interests in the Judgment entities and provided that the Judgment Entities were
the property of Trope (the “Foreclosure Order”).
On March 11, 2020, Defendants, through Westlake, purchased
Trope’s interests in the Judgment Entities through a written assignment
agreement (the “Assignment Agreement") for $160,000.00.
Plaintiff believes that the Judgment Entities were worth
millions of dollars at the time of the Assignment Agreement.
Plaintiff contends that Defendants’ continuous failure to
acknowledge or transfer Plaintiff’s equity in the Divided Properties, paired
with Defendants’ insistence that the Business Interests were worth nothing, led
Plaintiff to believe that there was no way to satisfy the Fee Judgment, which
hindered her ability to defend herself or fulfill her obligations.
Plaintiff
filed this action against Defendants on July 13, 2023, alleging (1) breach of
fiduciary duty; (2) breach of contract/LLC agreement; (3) conversion; (4)
accounting; (5) constructive fraud; (6) conspiracy to defraud; (7) unjust
enrichment; (8) piercing the corporate veil and alter ego; (9) financial abuse
of an elderly person; (10) violation of court order; and (11) declaratory
relief.
Defendants
filed the instant demurrer and motion to strike on December 15, 2023. Plaintiff
filed an opposition to each, and Defendants filed a reply in support of each.
The Court grants Plaintiff’s request for judicial notice but
notes that it is not necessary to seek judicial notice of the Complaint, which
is already in the court record.
As a general matter, in a demurrer proceeding, the defects
must be apparent on the face of the pleading or via proper judicial
notice. (Donabedian v. Mercury Ins.
Co. (2004) 116 Cal.App.4th 968, 994.) “A demurrer tests the pleading
alone, and not the evidence or facts alleged.” (E-Fab, Inc. v. Accountants,
Inc. Servs. (2007) 153 Cal.App.4th 1308, 1315.) The court assumes the truth
of the complaint’s properly pleaded or implied factual allegations. (Ibid.) The only issue a demurrer is
concerned with is whether the complaint, as it stands, states a cause of
action. (Hahn v. Mirda (2007) 147 Cal.App.4th 740, 747.)
Where a demurrer is sustained, leave to amend must be
allowed where there is a reasonable possibility of successful amendment. (Goodman v. Kennedy (1976) 18 Cal.3d 335,
348.) The burden is on the plaintiff to show the court that a pleading can be
amended successfully. (Ibid.;
Lewis v. YouTube, LLC (2015) 244 Cal.App.4th 118, 226.) However, “[i]f
there is any reasonable possibility that the plaintiff can state a good cause
of action, it is error to sustain a demurrer without leave to amend.” (Youngman v. Nevada Irrigation Dist.
(1969) 70 Cal.2d 240, 245).
The court may, upon a motion, or at any time in its
discretion, and upon terms it deems proper, strike any irrelevant, false, or
improper matter inserted in any pleading. (Code Civ. Proc., § 436(a).) The
court may also strike all or any part of any pleading not drawn or filed in
conformity with the laws of this state, a court rule, or an order of the court.
(Code Civ. Proc., § 436(b).) The grounds for a motion to strike are that the
pleading has irrelevant, false or improper matter, or has not been drawn or
filed in conformity with laws. (Code Civ. Proc., § 436.) The grounds for moving
to strike must appear on the face of the pleading or by way of judicial notice.
(Code Civ. Proc., § 437.)
“As generally understood, [t]he doctrine of res judicata
gives certain conclusive effect to a former judgment in subsequent litigation
involving the same controversy.’ The doctrine has a double aspect. In its
primary aspect, commonly known as claim preclusion, it operates as a bar to the
maintenance of a second suit between the same parties on the same cause of
action. In its secondary aspect, commonly known as collateral estoppel, [t]he
prior judgment ... operates in a second suit ... based on a different cause of
action ... as an estoppel or conclusive adjudication as to such issues in the
second action as were actually litigated and determined in the first action.” (Boeken
v. Philip Morris USA, Inc. (2010) 48 Cal.4th 788, 797 [internal citations
and quotation marks omitted.)
“Claim preclusion, the primary aspect of res judicata, acts
to bar claims that were, or should have been, advanced in a previous suit
involving the same parties.” (DKN Holdings LLC v. Faerber (2015) 61
Cal.4th 813, 824 [internal quotations and citations omitted].) “Claim
preclusion arises if a second suit involves: (1) the same cause of action (2)
between the same parties (3) after a final judgment on the merits in the first
suit.” (Ibid.) “To determine whether two proceedings involve identical
causes of action for purposes of claim preclusion, California courts have
consistently applied the ‘primary rights' theory.” (Boeken v. Philip Morris
USA, Inc. (2010) 48 Cal.4th 788, 797 [internal quotations and citations
omitted].) “When two actions involving the same parties seek compensation for
the same harm, they generally involve the same primary right.” (Id. at
798.) A dismissal ordered by a court constitutes a final judgment. (Code Civ.
Proc., § 581d.)
“Issue preclusion differs from claim preclusion in two
ways. First, issue preclusion does not
bar entire causes of action. Instead, it prevents relitigation of previously
decided issues. Second, unlike claim preclusion, issue preclusion can be raised
by one who was not a party or privy in the first suit.” (DKN Holdings LLC v.
Faerber, supra, 61 Cal.4th at p. 824.) “In summary, issue preclusion
applies: (1) after final adjudication (2) of an identical issue (3) actually
litigated and necessarily decided in the first suit and (4) asserted against
one who was a party in the first suit or one in privity with that party.” (Id.
at p. 825.)
Defendants argue that Plaintiff’s claims should have been
brought in the Trope Action and are therefore subject to claim preclusion. This
argument fails because Defendants, with the apparent exception of Farshid, were
not parties to the Trope Action, and these claims therefore could not have been
brought against them there.
Issue preclusion may be more appropriate – at least with
respect to certain issues. The Foreclosure Order expressly provided that Trope
obtained title to Plaintiff’s interests in the Judgment Entities. That issue
was actually litigated and necessarily decided, and Plaintiff was a party to
the Trope Action. Thus, Plaintiff may not collaterally attack the judgment that
Trope had title to those interests.
Issue preclusion does not apply to Plaintiff’s claims
against Defendants for wrongdoing preceding the Foreclosure Order. The
Foreclosure Order neither necessarily considered nor expressly decided the
issues of Plaintiff’s claims against Defendants, most of whom were not even parties
to the Trope Action.
Further, although the Foreclosure Order in the Trope Action
resolved the issue of Plaintiff’s rights as against Trope; it did not necessarily
resolve the issue of Plaintiff’s rights as against Defendants. One of
Plaintiff’s fundamental allegations is that Defendants misrepresented
the value of the Business Interests to Plaintiff, which itself was a factual
cause of the foreclosure. In other words, Plaintiff alleges that if she had
been apprised of the full value of the Business Interests – or, for that matter,
had possession of them so that she could sell them – she could have satisfied
the Fee Judgment without losing the entirety of the Business Interests in
foreclosure. If the foreclosure sale, and Defendants subsequent obtainment of
the Business Interests, resulted from Defendants’ malfeasance, then Plaintiff
may have claims against Defendants in equity that she would not have had
against Trope.
“The manager of an
LLC has a fiduciary duty and owes to the members of the LLC the same duties of
loyalty and good faith as a partner owes to the partnership and its partners.”
(Feresi v. The Livery, LLC (2014) 232 Cal.App.4th 419, 425, as modified
(Jan. 8, 2015).) “Uncompromising rigidity has been the attitude of courts of
equity when petitioned to undermine the rule of undivided loyalty by the
disintegrating erosion of particular exceptions[.]” (Id at p. 426
[citations and quotation marks omitted].)
Corporations Code,
section 17704.10 provides LLC members the right to inspect and copy company
information upon request, including financial statements. (Corp. Code, §
17704.10.) LLCs must maintain a current list of the full name and business or
residence address of each manager, a copy of the articles of organization and
all amendments thereto, copies of federal, state, and local income tax or
information returns and reports for at least the last six years, a copy of any
written operating agreement and any amendments thereto, copies of financial
statements for at least the last six years, and books and records of the
limited liability company as they relate to the internal affairs of the company
for at least the last four years. (Corp. Code, § 17701.13.)
Plaintiff has adequately alleged that Defendants not only
denied her information that she was owed, but actual possession of Business
Interests to which she had title. Plaintiff has thus alleged a breach of
fiduciary duty.
The Court overrules the demurrer on this cause of action.
If a breach of contract claim “is based on alleged breach of
a written contract, the terms must be set out verbatim in the body of the
complaint or a copy of the written agreement must be attached and incorporated
by reference.” (Harris v. Rudin, Richman
& Appel (1999) 74 Cal.App.4th 299, 307.) In some circumstances, a
plaintiff may also “plead the legal effect of the contract rather than its
precise language.” (Construction
Protective Services, Inc. v. TIG Specialty Ins. Co. (2002) 29 Cal.4th 189,
198-199.)
Defendants argue that Plaintiff fails to identify any
contractual provision actually breached. This argument appears incorrect.
California law prohibits an LLC from eliminating the duty of loyalty from its
operating agreement. (Corp. Code, § 17701.10, subd. (c)(4).) Thus, by alleging
a breach of the duty of loyalty, Plaintiff has alleged a breach of the Business
Interest companies’ operating agreements, insofar as those agreements were
lawful in the first place. Further, it would be manifestly unreasonable to
dismiss an action for failure to attach the LLC agreements where the exact crux
of the harm alleged is the failure of the LLCs to provide any of the
information owed to Plaintiff as a member.
The Court overrules the demurrer as to this cause of action.
Defendants argue that Plaintiff cannot state a claim to
conversion because her interests in the Business Interests have been
foreclosed. However, Plaintiff can state a claim for conversion in the time
leading up to the foreclosure when Defendants withheld possession of
Plaintiff’s interests in the Divided Property.
The Court overrules the demurrer as to this cause of action.
“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.)
Defendants argue that Plaintiff cannot raise a claim for
accounting because she is not an owner of any of the defendant entities.
However, Plaintiff has adequately alleged that such a relationship existed
and that she suffered damages due to Defendants’ misconduct over the course of
that relationship which cannot be made certain by virtue of the fact of
Defendants’ misconduct.
The Court overrules the demurrer as to this cause of action.
“Constructive fraud is a unique species of fraud applicable
only to a fiduciary or confidential relationship.” (Prakashpalan v.
Engstrom, Lipscomb & Lack (2014) 223 Cal.App.4th 1105, 1131 [citation
and quotation marks omitted].) “Constructive fraud arises on a breach of duty
by one in a confidential or fiduciary relationship to another which induces
justifiable reliance by the latter to his prejudice.” (Ibid. [citation
and quotation marks omitted].) “Constructive fraud exists in cases in which
conduct, although not actually fraudulent, ought to be so treated—that is, in
which such conduct is a constructive or quasi fraud, having all the actual
consequences and all the legal effects of actual fraud.” (Ibid.
[citation and quotation marks omitted].)
The elements of a constructive fraud cause of action are (1)
a fiduciary duty or confidential relationship, (2) nondisclosure (breach of
fiduciary duty); (3) intent to deceive, and (4) reliance resulting in injury. (Younan
v. Equifax Inc. (1980) 111 Cal.App.3d 498, 516, fn. 14.)
The facts constituting the alleged fraud must be alleged
factually and specifically as to every element of fraud, as the policy of
“liberal construction” of the pleadings will not ordinarily be invoked. (Lazar v. Superior Court (1996) 12
Cal.4th 631, 645.) To properly allege fraud against a corporation, the
plaintiffs must plead the names of the persons allegedly making the false
representations, their authority to speak, to whom they spoke, what they said
or wrote, and when it was said or written. (Tarmann
v. State Farm Mut. Auto. Ins. Co. (1991) 2 Cal.App.4th 153, 157.)
Here, Plaintiff has pled facts showing fraud, but without
the required particularity. Defendants owed Plaintiff, a partial owner and
member of the LLCs, a fiduciary duty to provide her with information and, even
more basically, provide her with the materials necessary to exercise the basic
functions of ownership. Defendants allegedly misrepresented the value of the
Business Interests and withheld possession of the interests, to which Plaintiff
was legally entitled, resulting in Plaintiff’s loss of those interests in
foreclosure and Defendants obtainment of those interests at significantly below
their fair value.
These events have all the appearances and effects of actual
fraud. Plaintiff simply needs to plead more particular facts, including the
identity of the persons who represented that the Business Interests were
worthless and the times when those representations were made. To the extent
that there are further facts as to the withholding of information, such as when
requests for information were made, Plaintiff must plead those as well – though
the Court acknowledges the difficulty in pleading a negative with particularity.
The Court therefore sustains the demurrer with leave to
amend as to this cause of action.
“[I]n order to state a cause of action based upon a
conspiracy theory the plaintiff must allege the formation and operation of the
conspiracy, the wrongful act or acts done pursuant to it, and the damage
resulting from such acts. [Citation.] In making such allegations bare legal
conclusions, inferences, generalities, presumptions, and conclusions are
insufficient. [Citations]” (State of California ex rel. Metz v. CCC
Information Services, Inc. (2007) 149 Cal.App.4th 402,
419.)
“It is the settled rule that ‘to render a person civilly
liable for injuries resulting from a conspiracy of which he was a member, it is
not necessary that he should have joined the conspiracy at the time of its
inception; everyone who enters into such a common design is in law a party to
every act previously or subsequently done by any of the others in pursuance of
it.’ [Citations]” (De Vries v. Brumback (1960) 53 Cal.2d 643,
649.)
As discussed above, Plaintiff has pleaded facts showing all
the appearances of fraud. Plaintiff simply needs to plead more particular facts
to meet the heightened pleading standard, including the identity of the persons
who represented that the Business Interests were worthless and the times when
those representations were made. To the extent that there are further facts as
to the withholding of information, such as when requests for information were
made, Plaintiff must plead those as well – though the Court acknowledges the
difficulty in pleading a negative with particularity.
The Court therefore sustains the demurrer with leave to
amend as to this cause of action.
“The elements for a claim of unjust enrichment are receipt
of a benefit and unjust retention of the benefit at the expense of another. The
theory of unjust enrichment requires one who acquires a benefit which may not
justly be retained, to return either the thing or its equivalent to the
aggrieved party so as not to be unjustly enriched.” (Lyles v. Sangadeo-Patel (2014) 225 Cal.App.4th 759, 769, quotation
marks and citations omitted.)
Notably, “[u]njust enrichment is not a cause of action”; it
is simply “a restitution claim.” (Hill v.
Roll International Corp. (2011) 195 Cal.App.4th 1295, 1307; see also Melchior v. New Line Productions, Inc. (2003)
106 Cal.App.4th 779, 793 [“there is no cause of action in California for unjust
enrichment”].) “Rather, unjust enrichment is a basis for obtaining restitution
based on quasi-contract or imposition of a constructive trust.” (McKell v.
Washington Mutual, Inc. (2006) 142 Cal.App.4th 1457, 1490.)
The Court therefore sustains the demurrer as to this cause
of action. The Court grants Plaintiff leave to amend to file claims for
restitution or constructive trust if she wishes to do so.
“In California, two conditions must be met before the alter
ego doctrine will be invoked. First, there must be such a unity of interest and
ownership between the corporation and its equitable owner that the separate
personalities of the corporation and the shareholder do not in reality exist.
Second, there must be an inequitable result if the acts in question are treated
as those of the corporation alone.” (Sonora Diamond Corp. v. Superior Court
(2000) 83 Cal.App.4th 523, 538.)
When these conditions are met, courts disregard the
corporate structure and impute the actions of a corporation onto its owner or
parent. (McLaughlin v. L. Bloom Sons Co. (1962) 206 Cal.App.2d 848,
851-852.) Veil-piercing thus is not a standalone basis for liability; rather,
it is a basis on which an owner may be tagged with the already-existing
liability of the business entity that they own.
The Court therefore sustains the demurrer as to this cause
of action. The Court grants Plaintiff leave to amend to separately allege the
applicability of the alter ego doctrine if she wishes to do so.
“[F]inancial abuse of an elder .
. . occurs when a person or entity does the following:”
(1) Takes, secretes, appropriates, obtains, or retains
real or personal property of an elder or dependent adult for a wrongful use or
with intent to defraud, or both.
(2) Assists in taking, secreting, appropriating,
obtaining, or retaining real or personal property of an elder or dependent
adult for a wrongful use or with intent to defraud, or both.
(3) Takes, secretes, appropriates, obtains, or retains,
or assists in taking, secreting, appropriating, obtaining, or retaining, real
or personal property of an elder or dependent adult by undue influence, as
defined in Section 15610.70.
(Welf. & Inst. Code, §
15610.30, subd. (a).)
Plaintiff has adequately alleged that Defendants improperly
retained, secreted, or assisted in the retention and secretion of the property
she owned in the Business Interests pursuant to the Dissolution Judgment.
The Court overrules the demurrer as to this cause of action.
Insofar as Plaintiff argues that Defendants improperly
avoided a sale pursuant to the Foreclosure Order, Defendants are correct that
Plaintiff does not state a claim. It is clear that the Foreclosure Order did
not order a sale of Plaintiff’s interests in the Judgment Properties.
(Complaint, Exh. 6.)
However, Plaintiff adequately alleges that Defendants
violated the Dissolution Judgment by failing to give her information and actual
possession of the Business Interests that she was owed as the legal owner of
those interests.
The Court overrules the demurrer as to this cause of action.
“To qualify for declaratory
relief, a party would have to demonstrate its action presented two essential
elements: (1) a proper subject of declaratory relief, and (2) an actual
controversy involving justiciable questions relating to the party’s rights or
obligations.” (Jolley v. Chase Home
Finance, LLC (2013) 213 Cal.App.4th 872, 909, quotation marks and brackets
omitted.)
A cause of action for declaratory
relief should not be used as a second cause of action for the determination of
identical issues raised in another cause of action. (General of America Insurance Co. v. Lilly (1968) 258 Cal.App.2d
465, 470.) “The availability of another form of relief that is adequate will
usually justify refusal to grant declaratory relief” (California Insurance Guarantee Association v. Superior Court (1991)
231 Cal.App.3d 1617, 1624), and a duplicative cause of action is subject to
demurrer (Palm Springs Villas II
Homeowners Association, Inc. v. Parth (2016) 248 Cal.App.4th 268, 290).
Further, “there is no basis for declaratory relief where only past wrongs are
involved.” (Osseous Technologies of
America, Inc. v. DiscoveryOrtho Partners LLC (2010) 191 Cal.App.4th 357,
366, quotation marks omitted.)
This claim primarily appears to function only to reopen the
Foreclosure Order. It is clear that the Foreclosure Order did not order a sale.
Those issues are precluded by collateral estoppel.
However, the issue of whether the Business Interests were
vested in Plaintiff at the time of foreclosure does appear to be a live
issue.
The Court therefore overrules the demurrer as to this cause
of action.
Punitive damages are appropriate when a defendant acted with
malice, oppression, or fraud. (Civ. Code, § 3294, subd. (a).) “In order to
survive a motion to strike an allegation of punitive damages, the ultimate
facts showing an entitlement to such relief must be pled by a plaintiff.” (Clauson
v. Superior Court (1998) 67 Cal.App.4th 1253, 1255.) “In passing on the
correctness of a ruling on a motion to strike, judges read allegations of a
pleading subject to a motion to strike as a whole, all parts in their context,
and assume their truth.” (Ibid.) “In ruling on a motion to strike,
courts do not read allegations in isolation.” (Ibid.)
Plaintiff bases her prayer for punitive damages in fraud.
Because the Court dismisses Plaintiff’s claims for fraud with leave to amend,
the Court grants the motion to strike as to punitive damages with leave to
amend.
A plaintiff who prevails in an elder financial abuse case
can recover their attorney’s fees and costs. (Welf. & Inst. Code, §
15657.5, subd. (a), (b).)
A plaintiff may similarly recover damages for the money
expended in pursuit of converted property. (Civ. Code, § 3336.)
Plaintiff contends that the LLC operating agreements entitle
her to attorney’s fees in this action, but that she cannot point to the
specific clause which says so because Defendants have withheld the operating
agreements. However, Plaintiff does not allege the existence of such a clause,
even on information and belief. Thus, the Court grants the motion to strike Plaintiff’s
prayer for attorney’s fees for breach of the LLC agreements and denies the
motion to strike the remaining prayers for attorney’s fees.
Defendants argue that Plaintiff’s entire prayer for relief
should be stricken because her causes of action are defective as argued in the
demurrer. Because the Court does not dismiss Plaintiff’s complaint in its
entirety, the Court also denies this request.