Judge: Mark A. Young, Case: 24SMCV03737, Date: 2024-10-02 Tentative Ruling

Case Number: 24SMCV03737    Hearing Date: October 2, 2024    Dept: M

CASE NAME:           Shokrian, v. Aliabadi, et al.

CASE NO.:                24SMCV03737

MOTION:                  OSC Re: Preliminary Injunction

HEARING DATE:  10/2/2024

Legal Standard

            Under Code of Civil Procedure section 526(a), a preliminary injunction may be issued in the following cases:

1) When it appears by the complaint that the plaintiff is entitled to the relief demanded, and the relief, or any part thereof, consists in restraining the commission or continuance of the act complained of, either for a limited period or perpetually.

2) When it appears by the complaint or affidavits that the commission or continuance of some act during the litigation would produce waste, or great or irreparable injury, to a party to the action.

3) When it appears, during the litigation, that a party to the action is doing, or threatens, or is about to do, or is procuring or suffering to be done, some act in violation of the rights of another party to the action respecting the subject of the action, and tending to render the judgment ineffectual.

            4) When pecuniary compensation would not afford adequate relief. 

5) Where it would be extremely difficult to ascertain the amount of compensation which would afford adequate relief.

6) Where the restraint is necessary to prevent a multiplicity of judicial proceedings.

            7) Where the obligation arises from a trust.

            In determining whether to issue a preliminary injunction, the trial court considers two factors: 1) the reasonable probability that the plaintiff will prevail on the merits at trial (CCP §526(a)(1)); and 2) a balancing of the “irreparable harm” that the moving party is likely to sustain if the injunction is denied compared to the harm that the non-moving party is likely to suffer if the court grants a preliminary injunction. (CCP §526(a)(2); 14859 Moorpark Homeowner’s Assn. v. VRT Corp. (1998) 63 Cal.App.4th 1396, 1402.) “A preliminary injunction is an interim remedy designed to maintain the status quo pending a decision on the merits.” (MaJor v. Miraverde Homeowners Assn. (1992) 7 Cal.App.4th 618, 623.) “[A] cause of action must exist before injunctive relief may be granted.” (Id. (citing Shell Oil Co. v. Richter (1942) 52 Cal.App.2d 164, 168).)   

            The court’s ruling on a preliminary injunction is not an adjudication of the merits, is not a trial, and does not require a statement of decision. (Cohen v. Board of Supervisors, (1985) 40 Cal.3d 277, 286.) The judge is not required to state her reasons for granting or denying a preliminary injunction; a cursory statement is sufficient. (City of Los Altos v. Barnes, (1992) 3 Cal.App.4th 1193, 1198.) A proposed order must be presented to the judge for signature, with any required undertaking, within one day after the preliminary injunction is granted, or other time ordered by the judge. (CRC 3.1150(f).)

EVIDENTIARY ISSUES

            Plaintiff’s objections to the Aliabadi declaration are OVERRULED.

            Plaintiff’s request for judicial notice is GRANTED.

Analysis

Plaintiff Galit Shokrian moves for a preliminary injunction against Defendants Thais Aliabadi, MD, and Thais Aliabadi MD, Inc., enjoining the following:

1. Aliabadi may not make any extraordinary expenditures, distributions, or withdrawals

from the jointly-controlled business operations funds for Trimly without express written

approval of Plaintiff;

2. Plaintiff may continue to make the ordinary monthly payments such as payroll,

management fees and other business expenses, including marketing, without further

approvals;

3. Plaintiff may bring in new patients and renew existing patients without the approval of

Aliabadi provided that they give informed consent to be treated by the new physician

partner of Trimly and not Aliabadi, who will not be responsible in any way for their care;

4. Trimly shall not bring in new patients or renew any existing patients who wish to be

treated by Aliabadi and not the new physician partner;

5. Plaintiff may resume taking her $20,000 per month management fee for running the day-to-day operations of the business without any further approval of the Court or Aliabadi; and

6. Aliabadi will cooperate with and not interfere with Trimly’s providing services to new patients and renewing patients who opt to work with Trimly’s new physician partner, including but not limited to transferring patient files to the new physician partner and/or his professional corporation for renewing patients and any existing patients that choose to switch to the new physician partner as their treating physician.

The complaint alleges eleven causes of action, including the following causes of action that are relevant to this motion: breach of fiduciary duty, promissory estoppel, negligence, conversion, money had and received, unjust enrichment, unfair business practices, misappropriation of trade secrets, and request for an accounting.

The elements for a breach of fiduciary duty are 1) the existence of a fiduciary duty between plaintiff and defendant; 2) defendant’s breach of that duty; and 3) damage caused by the breach. (Gutierrez v. Girardi (2011) 194 Cal.App.4th 925, 932.) A fiduciary duty is founded upon a special relationship imposed by law or under circumstances in which “confidence is reposed by persons in the integrity of others” who voluntarily accept the confidence. (Tri-Growth Centre City, Ltd. v. Silldorf, Burdman, Duignan & Eisenberg (1989) 216 Cal.App.3d 1139, 1150.) Generally, LLC¿managers and members will owe fiduciary duties to the other members under the terms of the operating agreement. (Corp. Code §17704.09.)

“The elements of promissory estoppel are (1) a promise, (2) the promisor should reasonably expect the promise to induce action or forbearance on the part of the promisee or a third person, (3) the promise induces action or forbearance by the promisee or a third person (which we refer to as detrimental reliance), and (4) injustice can be avoided only by enforcement of the promise.”  (West v. JPMorgan Chase Bank, N.A. (2013) 214 Cal.App.4th 780, 803.)

“To succeed in a negligence action, the plaintiff must show that (1) the defendant owed the plaintiff a legal duty, (2) the defendant breached the duty, and (3) the breach proximately or legally caused (4) the plaintiff's damages or injuries. (Thomas v. Stenberg (2012) 206 Cal.App.4th 654, 662.) 

The elements for conversion are: “(1) the plaintiff’s ownership or right to possession of the property; (2) the defendant’s conversion by a wrongful act or disposition of property rights; and (3) damages....” (Hodges v. County of Placer (2019) 41 Cal.App.5th 537, 551.) To recover a sum of money, a plaintiff needs to show a possessory interest in the specific identifiable sums converted. (Voris v. Lampert (2019) 7 Cal. 5th 1141, 1151.)

“A cause of action for money had and received is stated if it is alleged the defendant ‘is indebted to the plaintiff in a certain sum for money had and received by the defendant for the use of the plaintiff.’” (Farmers Insurance Exchange v. Zerin (1997) 53 Cal.App.4th 445, 460.)

Plaintiff presents evidence concerning the business operation of Trimly and the dispute between the parties. Trimly is a limited liability company engaged in the telehealth medical weight-loss and Polycystic Ovary Syndrome (“PCOS”) treatment business. Trimly’s membership as of July 26, 2024, consisted of Shokrian and Aliabadi. (Shokrian Decl. ¶ 7.) Trimly was formed by May 2022 and has been in business and operating and generating revenue since October 2022. (Shokiran Decl. ¶¶ 6, 12.) Shokrian is a 40% member and CEO who runs day-to-day operations, management and marketing of Trimly. (Shokrian Decl. ¶ 7.) Aliabadi is a 60% member who oversees medical services through her company Weight Loss Medical Providers (“WLMP”). (Shokrian Decl. ¶¶ 10-12.)

In June 2024, Aliabadi offered to sell her 60% membership in Trimly to Shokrian in exchange for a cash payment equaling her remaining capital contribution to Trimly, which at the time was $70,000.00. (Shokrian Decl. ¶ 23, Ex. C.) Shokrian accepted this offer and sent Aliabadi an offer sheet memorializing their agreement and including a reasonable time to complete the transition of removing Aliabadi as Trimly’s treating physician. (Shokrian Decl. ¶ 29, Ex. D.) Nearly seven weeks later, on July 26, 2024, Aliabadi sent a letter demanding to be bought out at a higher price while simultaneously stating that she had decided, with her 60% membership interest (a majority), to dissolve Trimly. (Shokrian Decl. ¶ 25, Ex. A.)

Trimly’s monthly expenses are around $52,000 to $55,000, including Plaintiff’s salary for her full-time CEO services. (Shokrian Decl. ¶ 9.) Shokrian also claims that Trimly pays her $20,000 per month as a management fee for her services as CEO running the day-to-day operations of Trimly’s business. (Shokrian Decl. ¶ 14.) Trimly employs an employee and several independent contractors and has other typical business expenses such as phones, shipping, web hosting, refunds for patients who are guaranteed refunds if their treatments are not covered by insurance, accounting, taxes, license renewal fees, license management, legal expenses, office supplies, Shopify fees, Paypal fees, virtual mailbox, and management fees. (Shokrian Decl. ¶¶ 29.) Plaintiff works 10-12 hours a day running the operations of Trimly, dealing with patients and employees, and negotiating with the new physician partner. (Shokrian Decl. ¶ 30.) Prior to this dispute, Plaintiff worked 10-12 hours a day managing Trimly’s business. (Shokrian Decl. ¶ 11.)

Plaintiff also presents evidence that Aliabadi took nearly all of the business funds from Trimly’s business operations account. (Shokrian Decl. ¶ 27.) Notably, Aliabadi complied with the court’s TRO to return the funds. (Shokrian Decl. ¶ 28.)

Trimly is transitioning to a new physician partner with his own professional corporation. (Shokrian Decl. ¶ 32.) Trimly intends to bring in new patients and renew existing patients when they can work with this new physician partner and his professional corporation. (Shokrian Decl. ¶ 32.)

Plaintiff has shown a reasonable probability of success on the merits of the claims underlying the injunction. Plaintiff shows that Aliabadi threatened to dissolve the company unilaterally. Aliabadi does not deny this, as she only suggests that she has not filed a certificate of dissolution and admits to threatening to dissolve the company if her demands were not met. (Aliabadi Decl., ¶ 10.) Plaintiff further shows that Aliabadi actually interfered with the business of Trimly by taking the $112,000.00 in disputed funds without cause, causing an immediate risk of insolvency for Trimly. Defendants do not dispute that Aliabadi took the $112,000.00. Instead, Defendants argue that Aliabadi had to take the $112,000.00 to prevent Shokrian from stealing the funds herself. (Id., ¶8.)

The record fairly reflects that Defendants’ seizure of the funds from Trimly’s account risked irreparable harm to Trimly’s business operations, as it would become insolvent without such funds. Further, it is undisputed that Trimly’s needs to transition away from Aliabadi as the physician partner and that delays in this process risks irreparable harm, as it will completely prevent Trimly’s continued business operations. Conversely, the contemplated injunction would not substantially harm Defendants’ interests or rights. In fact, the injunction would preserve the status quo favorably for both parties, as it would allow Trimly to continue to operate during the resolution of the parties’ management dispute.

As to the management fee of $20,000.00 per month, Plaintiff demonstrates a reasonable probability that she is, in fact, owed that management fee as a part of the usual operation of Trimly. Plaintiff cites a contemporaneous email, cc’d to Aliabadi, in which Plaintiff generally explains the management fee structure. (Shokrian Decl., Ex. A.) Notably, Defendants proffer their Exhibit 1 in response. However, this exhibit shows payments which are consistent with Plaintiff’s email. Thus, Defendants’ evidence does not dispute Plaintiff’s claimed fee. The record therefore shows that this fee is a part of Trimly’s usual monthly expenses as a management fee for Shokrian’s management of Trimly’s day-to-day operations. Moreover, Trimly regularly paid this monthly fee to Shokrian. This regular payment would therefore be part of the status quo before the instant dispute arose.  However, this relief does not relate to the injunctive relief requested in the complaint. (See, e.g., Compl., ¶¶ 52(a)-(i).) The requested relief in this motion (Plaintiff resuming taking her $20,000 per month management fee) cannot logically be phrased as an injunction. This request does not enjoin any defendant from taking any action in particular. Rather, Plaintiff is requesting affirmative declaratory relief that Plaintiff is entitled to her management fee. The complaint does not request any relief regarding Plaintff’s entitlement to this fee, and the Court does not believe including that request in the injunction would be appropriate.

Accordingly, the motion is GRANTED. The Court will grant injunctive relief as follows:

1. Shokrian and Aliabadi may not make any extraordinary expenditures, distributions, or withdrawals from the jointly controlled business operations funds for Trimly without written approval from the opposing party;

2. Shokrian may make ordinary expenditures such as payroll, management fees, and other usual monthly expenses identified above without further approval;

3. Shokrian may bring in new patients and renew existing patients, provided that they give informed consent to be treated by the new physician partner of Trimly and not Aliabadi, who will not be responsible in any way for their care;

4. Shokrian shall not bring in new patients or renew any existing patients who wish to be treated by Aliabadi and not the new physician partner; and

5. Aliabadi will not interfere with Trimly’s providing services to new patients and renewing patients who opt to work with Trimly’s new physician partner, including but not limited to transferring patient files to the new physician partner and/or his professional corporation for renewing patients and any existing patients that choose to switch to the new physician partner as their treating physician.

The Court will not require a bond or undertaking because the injunction places restrictions on both parties, and is designed to allow Trimly to operate in a profitable manner and generate business income, which will equally benefit its members.