Judge: Maurice A. Leiter, Case: 20STCV26247, Date: 2023-02-10 Tentative Ruling

Case Number: 20STCV26247    Hearing Date: February 10, 2023    Dept: 54

Hearing Date: February 10, 2023

Department 54, Judge Maurice A. Leiter

Motion to Strike

Moving Party: Defendant Wilmington Capital Fund, LLC

Responding Party: Plaintiffs Shlomo Meiri and Minoo Meiri

T/R:     DEFENDANT’S MOTION TO STRIKE IS DENIED.

            DEFENDANT TO NOTICE.

If the parties wish to submit on the tentative, please email the courtroom at SMCdept54@lacourt.org with notice to opposing counsel (or self-represented party) before 8:00 am on the day of the hearing.

The Court considers the moving papers, opposition, and reply.

BACKGROUND

On March 26, 2021, Plaintiff Minoo Meiri filed a first amended complaint against Defendants Sharokh Shamtoubi, Tale Shamtoubi, Torag Shamtobi, Mahrokh Matian and Chad R. Ruyle, asserting causes of action for (1) breach of contract; (2) intentional interference with inheritance; (3) fraudulent concealment; and (4) negligence. On April 8, 2021, Plaintiff Shlomo Meiri, Minoo’s husband, filed a first amended complaint against Defendants Sharokh Shamtoubi, et al., asserting sixteen causes of action for breach of contract, breach of fiduciary duty, fraud, and common counts. The consolidated actions arise out of the distribution of the assets of Plaintiff Minoo’s father, Iraj, following his death.

On October 10, 2021, the Court overruled the Shamtoubi Defendants’ demurrer to Minoo Meiri’s FAC.

ANALYSIS

“Any party, within the time allowed to response to a pleading, may serve and file a notice of motion to strike the whole or any part" of that pleading. (CCP § 435(b)(1).) “The Court may, upon a motion made pursuant to Section 435, or at any time in its discretion, and upon terms it deems proper: (a) Strike out any irrelevant, false or improper matter asserted in any pleading; (b) Strike out 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." (CCP § 436.) The Court's authority to strike improper pleadings includes the power to strike those pleadings that are "not filed in conformity with its prior ruling." (Janis v. California State Lottery Com (1998) 68 Cal.App.4th 824, 829.) 

Defendant Wilmington moves for an order striking the allegations in the complaint that Plaintiff Shlomo Meiri has a 12.5% interest in Wilmington. Defendant asserts that this allegation cannot be true when considered with the other allegations in the complaint.

Plaintiff alleges that in 1992 he gave up an interest in an option to buy a property (not the one that Wilmington owns) so that Shahrokh’s now-deceased father-in-law (Iraj) and Shahrokh could use the property for a clothing label manufacturing business, and did so in reliance upon oral promises made by Iraj and Shahrokh. (FAC, ¶¶ 18-19.) Iraj allegedly promised that Iraj “would honor [Shlomo’s] one-half interest in Shahrokh’s 25% interest in the ‘next property.’ ” (Id., ¶ 19.) Shahrokh and Iraj also allegedly promised to “make things up in the ‘next property.’ ” (Ibid.) The “next property,” according to Shlomo, was the commercial building that Wilmington acquired. (Ibid.) In this manner, Shlomo alleges, he acquired one-half of Shahrokh’s right to receive distributions from Wilmington. Shlomo also alleges that this agreement was memorialized in Iraj’s 2009 trust, which has since disappeared.

Wilmington asserts that Plaintiff cannot show an economic or transferable interest in Wilmington because the agreement to transfer half of Shahrokh’s interest was made several years before Wilmington was created. Wilmington contends that nothing in the Beverly-Killea Act, which govern LLCs, states that a right to receive distributions can be transferred before an LLC is formed. Wilmington essentially asks the Court to infer that an agreement is not enforceable because the Act does not explicitly state it is enforceable. But Wilmington has not shown that the absence of such a provision establishes as a matter of law that the agreement is unenforceable.

Wilmington also argues that the agreement is not definite enough to be enforced. Plaintiff alleges he is entitled to a 12.5% interest in Wilmington by means of an agreement between Shahrokh and Iraj. This is sufficiently definite at the pleading stage.

Wilmington’s motion to strike is DENIED.