Judge: Kevin C. Brazile, Case: 24STCV29786, Date: 2025-06-16 Tentative Ruling

Hearing Date: June 16, 2025

Case Name: Saidian, et al. v. Saidian, et al.

Case No.: 24STCV23107 

Matter: Demurrer; Motion to Strike

Moving Party: Defendants Igal Saidian, Rabin Saidian, and Saidian & Saidian, APC

Responding Party: Plaintiffs Hersel Saidian and Anahita Saidian

Notice: OK

Ruling: The Demurrer is sustained in part.

The Motion to Strike is granted in part, without leave to amend.

Moving party to give notice.

The Court encourages all parties to appear remotely via LA CourtConnect.  If submitting on the Court's tentative ruling, please follow the instructions provided above.

This is a business dispute between family members working in the legal industry.  On September 9, 2024, Plaintiffs Hersel Saidian and Anahita Saidian, who are pro per litigants, filed the initial Complaint against Defendants Igal Saidian, Negin Farasatpour, Cal Interpreting & Translations, Ida Zaghi, Rabin Saidian, Saidian & Saidian, Shalva LLC, Access Multilingual Services, Inc, and Shalva Language Services Company.

On February 26, 2025, Plaintiffs filed the operative First Amended Complaint (“FAC”) for (1) breach of written contract, (2) breach of fiduciary duty, (3) conversion, (4) promissory fraud, (5) rescission, (6) breach of fiduciary duty, (7) conversion, (8) IIED, (9) NIED, (10) accounting, and (11) declaratory relief. 

Defendants Igal Saidian, Rabin Saidian, and Saidian & Saidian, APC now demur to causes of action 1-3 and 6-11 for uncertainty and failure to state sufficient facts.

When considering demurrers, courts read the allegations liberally and in context, and “treat the demurrer as admitting all material facts properly pleaded, but not contentions, deductions or conclusions of fact or law.” (Serrano v. Priest (1971) 5 Cal.3d 584, 591.)  “A demurrer tests the pleadings alone and not the evidence or other extrinsic matters. Therefore, it lies only where the defects appear on the face of the pleading or are judicially noticed. The only issue involved in a demurrer hearing is whether the complaint, as it stands, unconnected with extraneous matters, states a cause of action.”  (Hahn v. Mirda¿(2007) 147 Cal.App.4th 740, 747.)  It is error “to sustain a demurrer without leave to amend if the plaintiff shows there is a reasonable possibility any defect identified by the defendant can be cured by amendment.”  (Aubry v. Tri-City Hospital Dist.¿(1992) 2 Cal.4th 962, 967.)

As an initial matter, the Demurrer of Rabin Saidian and Saidian & Saidian, APC is sustained, with 20 days leave to amend.  There are no real allegations against these Defendants, and the conspiracy allegations are conclusory and insufficient.

Next, Igal argues that the entirety of the FAC is barred under the one-year statute of limitations for attorney malpractice.  This lacks merit for the obvious reason that this is not a malpractice case—it’s a case about various financial improprieties between partners.   Further, the Court already ruled that (1) the FAC seeks partnership payments for the year 2021 (and later); (2) it is not apparent from the face of the FAC that the lack of these payments could be discovered until sometime in 2022; (2) the shortest statute of limitations for any of Plaintiffs’ claims is two years (CCP § 335.1); (3) the initial Complaint was filed in September 2024; and (4) a demurrer cannot be directed at a part of a cause of action (Kong v. City of Hawaiian Gardens Redevelopment Agency (2002) 108 Cal.App.4th 1028, 1047.)

Next, the first cause of action for breach of contract survives against Igal as the subject partnership agreement is attached and there is an allegation that Igal did not pay out all of Hersel’s supposed partnership distributions.  Any uncertainty can be addressed via the discovery process.  (See Khoury v. Maly's of California Inc. (1993) 14 Cal.App.4th 612, 616.)  

The Demurrer is overruled as to the second cause of action for breach of fiduciary against Igal based on the same allegations discussed above.

The Demurrer is sustained, without leave to amend, as to the sixth cause of action for breach of fiduciary duty against Igal; this claim relates to a different business, Access, for which Igal’s participation is not specified.

Further, the Demurrer is sustained, without leave to amend, as to the conversion claims because Plaintiffs failed to identify a specific sum of money at issue.  Indeed, “Where money is the subject of a conversion claim, the precise amount of funds misappropriated must be specified.”  (Kim v. Westmoore Partners, Inc. (2011) 201 Cal.App.4th 267, 284-285.)  If Plaintiffs need to do discovery to plead something other than a vague amount, then conversion is not the correct legal theory. 

The elements of the tort of IIED are: “(1) extreme and outrageous conduct by the defendant with the intention of causing, or reckless disregard of the probability of causing, emotional distress; (2) the plaintiff’s suffering severe or extreme emotional distress; and (3) actual and proximate causation of the emotional distress by the defendant’s outrageous conduct. . . . Conduct to be outrageous must be so extreme as to exceed all bounds of that usually tolerated in a civilized community.”  (Christensen v. Superior Court (1991) 54 Cal.3d 868, 903, internal quotations omitted.)  Liability does not extend to mere insults, indignities, threats, annoyances, petty oppressions, or other trivialities.  (Molko v. Holy Spirit Assn. (1986) 46 Cal.3d 1092, 1122.)  The Demurrer is sustained, without leave to amend, as to the IIED claim because Plaintiffs failed to plead extreme and outrageous conduct directed at causing emotional distress.

Further, a claim for NIED is simply a claim for negligence.  The elements of negligence are duty, breach of duty, proximate causation, and damages.  (N.N.V. v. American Assn. of Blood Banks (1999) 75 Cal.App.4th 1358, 1402.)  “[D]uty may be imposed by law, be assumed by the defendant, or exist by virtue of a special relationship. . . . [U]nless the defendant has assumed a duty to plaintiff in which the emotional condition of the plaintiff is an object, recovery is available only if the emotional distress arises out of the defendant’s breach of some other legal duty and the emotional distress is proximately caused by that breach of duty. Even then, with rare exceptions, a breach of the duty must threaten physical injury, not simply damage to property or financial interests.”  (Potter v. Firestone Tire & Rubber Co. (1993) 6 Cal.4th 965, 985, 863 P.2d 795, 807–08.) 

“In the absence of physical injury or impact to the plaintiff himself, damages for emotional distress should be recoverable only if the plaintiff: (1) is closely related to the injury victim; (2) is present at the scene of the injury-producing event at the time it occurs and is then aware that it is causing injury to the victim and, (3) as a result suffers emotional distress beyond that which would be anticipated in a disinterested witness.”  (Thing v. La Chusa (1989) 48 Cal.3d 644, 647.)  Here, Plaintiffs are neither direct victims or bystanders of physical injury, so they cannot assert a negligence claim for emotional distress damages.   Thus, the Demurrer is sustained as to the NIED cause of action, without leave to amend.  

The Demurrer is sustained, without leave to amend, as to the declaratory relief claim because this claim primarily relates to a past controversy that can be addressed with legal damages.  (See Osseous Techs. of Am., Inc. v. DiscoveryOrtho Partners LLC (2010) 191 Cal.App.4th 357, 366.)

Finally, the Demurrer is overruled as to the accounting claim against Igal based on the CIT relationship.  

In sum, the Demurrer is overruled as to the first, second, and tenth causes of action against Igal.  The Demurrer is sustained as to the remaining causes of action.  Leave to amend as specified herein.

The Motion to Strike of Rabin and Saidian & Saidian is denied as moot given the above ruling.

The Motion to Strike of Igal is granted as to attorneys’ fees, without leave to amend; the Motion is otherwise denied.

The Court issues a warning that if, after discovery, it is readily apparent that the parties engaged in tax evasion and other crimes, the Court will report the parties to the IRS, the State Bar of California, as well as other appropriate agencies.  

Moving party to give notice.