Judge: Joseph Lipner, Case: 25STCP00849, Date: 2025-04-22 Tentative Ruling

Case Number: 25STCP00849    Hearing Date: April 22, 2025    Dept: 72

SUPERIOR COURT OF CALIFORNIA

COUNTY OF LOS ANGELES

DEPARTMENT 72

TENTATIVE RULING

Petitioner Pamela Love Consulting LLC (“Petitioner”) moves for an order confirming the December 23, 2024 Final Partial Award and the Interim Final Award (together, the “Awards”) and entering judgment as to Respondent Alex and Ani LLC (“Respondent”).

The Court tentatively GRANTS the petition.  The Court requests argument, however, about (a) whether the FAA in fact preempts any California case law about which arbitration awards are subject to review under the FAA; and (b)  the effect on this case of the discussion of the Hightower case by Kaiser Foundation Health Plan, Inc.  v. Superior Court (2017) 13 Cal.App.5th 1125, 1146-1147 and Lonky v. Patel (51 Cal.App.5th 831, 844-845.)

Background

This petition for confirmation arises out of a contract dispute.

Petitioner Pamela Love LLC is a personal services company of the jewelry designer Pamela Love and is based in Santa Monica, California. Respondent Alex and Ani LLC is a Rhode Island LLC, based in Cranston, Rhode Island. Respondent is a jewelry business.

In August 2023, Petitioner and Respondent entered into a Consulting Agreement (the “Agreement”). (Fox Decl. ¶ 2; Petition, Attachment 8(c).) The Agreement required Petitioner to provide jewelry design and other creative services to Respondent.

The Agreement contains an arbitration clause requiring that disputes be arbitrated in front of JAMS in Los Angeles. (Petition, Attachment 8(c), § 15.)

Petitioner contends that Respondent failed to pay Petitioner consulting fees owed under the Agreement and indicated that it would not pay royalties on the sale of jewelry designed by Petitioner owed under the Agreement.

The parties initiated arbitration in front of the Hon. Katherine Chilton (Ret.) (the “Arbitrator”), who was appointed under JAMS’s Comprehensive Arbitration Rules and Procedures in the arbitration captioned Pamela Love Consulting LLC v. Alex and Ani LLC, JAMS Ref No. 5425002192 (the “Arbitration”).

The Arbitrator issued the Awards on December 23, 2024. (Fox Decl. ¶ 1; Petition, Attachment 4(b) (“Awards”).) The Arbitrator found that it was undisputed that Petitioner had not been paid for a ten-month period. (Awards at p. 10.) The Arbitrator found that Respondent did not put forward a good-faith defense to liability.

In the Awards, the Arbitrator ordered Respondent to provide certain royalty reports to Respondent as required by Section 16 of the Agreement within 30 days; to provide Respondent with access to its books and records as required by Section 16 of the Agreement within 30 days; and to post security in the amount of $220,333.40 within 20 days. (Awards at pp. 13-14.) The Awards were electronically served on all parties via JAMS’s electronic filing system. (Fox Decl. ¶ 6.)

To date, Respondent has not complied with the Awards. (Fox Decl. ¶ 7.)

Petitioner filed this petition on March 5, 2025.

Also on March 5, 2025, Plaintiff filed an action in New York state court against several other parties (but not Respondent), alleging that they had been the recipients of fraudulent transfers from Respondent in order to render Respondent judgment-proof.

On March 27, 2025, Petitioner filed this motion to confirm the Award.

On April 7, 2025, Respondent filed a response to the petition.

On April 8, 2025, Respondent filed an opposition to this motion.

On April 15, 2025, Petitioner filed a reply.

Legal Standard

“Any party to an arbitration in which an award has been made may petition the court to confirm, correct or vacate the award. The petition shall name as respondents all parties to the arbitration and may name as respondents any other persons bound by the arbitration award.” (Code Civ. Proc., § 1285.) Venue is proper in any court having jurisdiction in the county where the arbitration was held. (Code Civ. Proc., § 1292.2.)

If a petition to confirm an arbitration award is duly served and filed, the court must confirm the award as made, unless the court corrects or vacates the award pursuant to a response to the petition or a petition to correct or vacate the award. (Code Civ. Proc., § 1286; Valsan Partners Limited Partnership v. Calcor Space Facility, Inc. (1994) 25 Cal.App.4th 809, 818 [no authority to alter terms of award absent petition to correct].) “If an award is confirmed, judgment shall be entered in conformity therewith.” (Code Civ. Proc., § 1287.4.) 

“A petition under this chapter shall:

(a) Set forth the substance of or have attached a copy of the agreement to arbitrate unless the petitioner denies the existence of such an agreement.

(b) Set forth the names of the arbitrators.

(c) Set forth or have attached a copy of the award and the written opinion of the arbitrators, if any.”

(Code Civ. Proc., § 1285.4.)

The petition must be served no earlier than 10 days, but no later than 4 years, after service of the award on the petitioner. (Code Civ. Proc., §§ 1288, 1288.4.) The petition, written notice of the time and place of the hearing on the petition, and any other papers upon which the petition is based must be served in the manner provided in the arbitration agreement for service of such petition and notice. (Code Civ. Proc., § 1290.4(a).)

“[A]n arbitrator's decision is not ordinarily reviewable for error by either the trial or appellate courts[.]” (Moncharsh v. Heily & Blase (1992) 3 Cal.4th 1, 13.) “[J]udicial review of private arbitration awards [is limited] to those cases in which there exists a statutory ground to vacate or correct the award.” (Id. at pp. 27-28.) These grounds are set forth in Code of Civil Procedure, sections 1286.2 and 1286.6. (Id. at p. 13.) A court may not vacate or correct an award unless a petition or response requesting that the award be vacated or corrected has been duly served and filed. (Code Civ. Proc., §§ 1286.4, 1286.8.)

Discussion

Prima Facia Requirements

Petitioner has timely filed its petition for confirmation.

Petitioner has provided a copy of the arbitration agreement, the Awards, and the name of the Arbitrator. Respondent has appeared in this action and therefore has notice.

Petitioner has therefore carried its initial burden.

Enforceability

Respondent argues that the Awards are unenforceable because they are not final awards.

In FAA-covered arbitration cases, “[t]emporary equitable relief in arbitration may be essential to preserve assets or enforce performance which, if not preserved or enforced, may render a final award meaningless. However, if temporary equitable relief is to have any meaning, the relief must be enforceable at the time it is granted, not after an arbitrator's final decision on the merits.” (Pacific Reinsurance Management Corp. v. Ohio Reinsurance Corp. (9th Cir. 1991) 935 F.2d 1019, 1022–1023.) Although Respondent contends that the CAA provides differently, the FAA preempts the CAA where their substantive provisions conflict. (Swissmex-Rapid S.A. de C.V. v. SP Sys., LLC (2012) 212 Cal.App.4th 539.)

The Arbitrator expressly considered whether the Awards should be immediately enforceable by courts and determined that they should be. (Awards at pp. 12-13.) The Arbitrator considered federal case law indicating that courts typically do not enforce arbitral awards unless they are final. (Awards at pp. 12-13; see, e.g., Aerojet-General Corp. v. American Arbitration Ass'n (9th Cir. 1973) 478 F.2d 248, 251.) The Arbitrator therefore determined that the awards would be final awards so that they could be immediately confirmed by courts. (Awards at pp. 12-14.)

Respondent relies on Kirk v. Ratner (2022) 74 Cal.App.5th 1052 to argue that the arbitration award is preliminary and cannot be enforced.  Kirk is distinguishable for several reasons.  First, Kirk proceeded on the basis that the arbitration was not subject to the FAA.  (Id. at p. 1064.)  This arbitration is and, as noted, the FAA preempts inconsistent provisions of the CAA.  Second, even applying California law only, the result would be the same.  Kirk was a case where the arbitrator did not purport to make the injunctive relief final.  The arbitrator here did, and did so specifically to make the relief effective.  Under the CAA, such an award may be enforced under the principle that “arbitral finality . . . does not preclude the arbitrator from making a final disposition of a submitted matter in more than one award.”  (Hightower v. Superior Court (2001) 86 Cal.App.4th 1415, 1433 (emphasis in original).)

The Arbitrator could not have more clearly stated her intention that the Awards be final and enforceable. The substance of the Awards indicates the reason for this – they are intended to give Petitioner information about the allegedly missing royalty payments so that Petitioner may attempt to collect on any eventual judgment for the royalty payments.

The Court therefore determines that the Awards are final and enforceable.

Venue

Respondent argues that venue is not proper in Los Angeles because the states of Rhode Island and New York have greater interests in this litigation.

The Court disagrees. Venue is proper in a court having jurisdiction in the county where the arbitration is being held. (Code Civ. Proc., § 1292.2.) Here, the Agreement provides that arbitration would occur in Los Angeles, California. The Arbitration is, in fact, ongoing in Los Angeles, California. Venue is therefore proper in this court.

Request for Vacatur

Respondent argues that, if consideration of the Awards in this court is proper, the Award should be vacated.

“A response requesting that an award be vacated or that an award be corrected shall be served and filed not later than 100 days after the date of service” on the respondent. (Code Civ. Proc., § 1288.2.) Where a petition to confirm an award is filed, the applicable deadline to seek vacatur is the shorter of 100 days from service of the award or 10 days from service of the petition. (Darby v. Sisyphian, LLC, (2023) 87 Cal.App.5th 1100, 1110-1111.) Although this general rule stands, Darby has been disapproved to the extent that it characterizes this deadline as jurisdictional in the fundamental sense. (Law Finance Group, LLC v. Key (2023) 14 Cal.5th 932, 952, fn. 3.)

Here, Respondent was served with the Awards on December 23, 2024. (Fox Decl. ¶ 6.) The 100-day deadline to file a response seeking vacatur was April 2, 2025. Respondent did not file its response until April 7, 2025, and filed its opposition on the following day. The Court therefore does not consider the request for vacatur.

Request for Stay

Respondent requests that the Court stay the Arbitration on the basis that Petitioner filed an action in New York state court seeking to invalidate certain property transfers from Respondent to other entities on the grounds that those transfers were made to evade potential judgments in the Arbitration.

First, Respondent has not properly noticed this request for a stay as required by Code of Civil Procedure, sections 1005, et seq.

Second, even if the request were properly noticed, the Court would deny it. The fraudulent transfer action seeks to invalidate transfers by Respondent as against Petitioner. It would not give rise to a double recovery alongside this arbitration; it would merely enable Petitioner to seek any eventual monetary judgment out of the transfers to the defendants in the New York action. Further, the actions would not involve the same facts – this arbitration involves the underlying issue of liability on the contract; the fraudulent transfer action involves subsequent actions by Respondent and the transferees. There is thus not a great risk of conflicting rulings. Finally, the fraudulent transfer action appears to be for the purpose of ensuring that any eventual judgment in the Arbitration can actually be effectuated – thus, staying either one and allowing the other to proceed would carry a greater risk of stymying Petitioner’s claims in both.

Because Petitioner has satisfied the requirements for confirmation and Respondent has not provided a valid objection, the Court grants the petition for confirmation of the Awards.