Judge Michael E. Whitaker, Case Number: 22STCV07260, Date: 2025-06-03 Tentative Ruling

Judge: Michael E. Whitaker, Case: 22STCV07260, Date: 2025-06-03 Tentative Ruling

In or around June 15, 2020, Michael Landver (“Landver” or “Petitioner”) demanded arbitration on his own behalf and derivatively on behalf of nominal defendant, United Clinical Research, Inc. (“United”) against Peyman Banooni (“Banooni”); Stan Gershovich (“Gershovich”); Fred Shaham (“Shaham”) (Banooni, Gershovich, and Shaham shall collectively be referred to as the “Individual Defendants” or “Respondents”); and Matrix Clinical Research, Inc. (“Matrix.”)

Landver alleges he and the Individual Defendants previously formed United, a company that conducts clinical trials for drug development, in which Landver claims a 25% ownership interest. Landver alleges the Individual Defendants later stopped working with Landver and secretly formed their own company, Matrix, to conduct such clinical trials. In so doing, Landver alleges the Individual Defendants violated their fiduciary duties to Landver and misappropriated United’s business, employees, revenue, contracts, and trade secrets which they used to start Matrix so they would no longer have to share profits with Landver.

The arbitration was demanded pursuant to the United Shareholder Agreement, entered into by Landver and the Individual Defendants. (Ex. 1 to Feb. 10, 2025 Behjatnia Decl. iso Opp. to MSJ at Ex. A.)

Matrix was subsequently dismissed from the arbitration proceedings on the grounds that it was not a party to the United Shareholder Agreement. (Feb. 10, 2025 Behjatnia Decl. at ¶ 4; Dec. 3, 2024 Baranov Decl. at ¶ 9.)

On July 6, 2020, the Individual Defendants filed counterclaims against Landver and California Clinical Research (“CCR”) alleging breach of contract; breach of fiduciary duty and misappropriation of trade secrets, to which Landver answered on July 20, 2020. (Dec. 3, 2024 Baranov Decl. at ¶¶ 4-5.)

On or about August 16, 2021, the arbitrator dismissed the Individual Defendants’ counterclaims against CCR for lack of jurisdiction and issued sanctions against the Individual Defendants for their refusal to participate in discovery. (Dec. 3, 2024 Baranov Decl. at ¶¶ 8-9; see also July 13, 2022 Baranov Decl. at ¶ 14 and Exs. E-G attached thereto.)

According to the July 13, 2022 Baranov declaration filed in opposition to the Order to Show Cause why this case should not be stayed (“July 13, 2022 Baranov Decl.”), the arbitrator subsequently vacated all proceedings in the arbitration and stayed the arbitration pending the resolution of the civil actions. (July 13, 2022 Baranov Decl. ¶ 16.)

Based on documents Landver received in discovery in the civil actions from Matrix’s accountant, David Gadoshian, CPA, Landver submitted a prove-up packet in the arbitration, with notice to the Individual Defendants, and on August 4, 2024, the arbitrator issued a ruling in Landver’s favor, awarding a sum of $2.6M against the Individual Defendants. (Dec. 3, 2024 Baranov Decl. ¶¶ 21-22 and Ex. D.)

On August 11, 2021, United, Banooni, Gershovich, and Shaham filed a complaint in case number 21SMCV01358 against Landver and Thomas P. Hanrahan, an arbitrator for the American Arbitration Association, seeking a declaration that the arbitration proceedings were invalid because the terms of the arbitration provision had not been complied with and injunctive relief enjoining the arbitration proceedings. (“The Declaratory Relief Action.”) That case was voluntarily dismissed in its entirety without prejudice on March 13, 2023.[1]

On October 22, 2021, Landver filed a complaint in his individual capacity and derivatively on behalf of United against Matrix and the Individual Defendants in case number 21STCV39105 (“The Landver Action”) alleging eleven causes of action as follows:

The parties, allegations, and causes of action in the 9105 action are substantially similar to those filed in the arbitration proceedings.

On August 6, 2024, Landver requested voluntary dismissal of the Individual Defendants without prejudice, which the Court entered on August 7, 2024. On August 7, 2024, Landver requested voluntary dismissal without prejudice of Matrix, which the Court entered on August 8, 2024.

On November 29, 2021, United, Banooni, Gershovich, and Shaham filed a complaint against Landver and CCR in case number 21STCV43580 (“The UCR Action”) for allegedly sabotaging United. The parties and causes of action are substantially similar to the counterclaims filed in the arbitration proceedings.

The Individual Defendants Banooni, Gershovich, and Shaham subsequently dismissed their claims, leaving only United as a plaintiff. In the operative First Amended Complaint (“FAC”), filed on September 21, 2023, United alleges nine causes of action as follows:

On March 21, 2022, Landver moved to compel arbitration in the UCR action, which the Court granted on June 24, 2022. In granting the motion to compel arbitration, the Court rejected United’s arguments that (1) the shareholder agreement containing the arbitration provision was void because in entering it, the Individual Defendants somehow compromised their own rights as shareholders; (2) mediation was a condition precedent to compelling arbitration; (3) United itself did not sign the agreement; (4) the arbitration provision does not cover the dispute; and (5) United was inactive status at the time. The Court noted that United was estopped from disclaiming the arbitration due to its active participation, and it was estopped from denying the arbitration provision in a shareholder agreement under which it brought its own claims in Court, implicitly acknowledging its validity. The Court also held that the Individual Defendants could not benefit from allowing United’s corporate status to lapse.

On September 28, 2022, Landver filed a notice of withdrawal of motion to compel arbitration and request to lift the stay. The Court granted the request and lifted the stay on October 4, 2022.

Subsequently, the Court consolidated for all purposes the Landver and UCR actions on October 11, 2023, designating the Landver action as the lead case. (See October 11, 2023 Minute Order.)[2] Following a bench trial on the consolidated actions, the Court entered a Judgment in favor of Landver and CCR on April 28, 2025. Therefore, the consolidated actions are now fully disposed of.

This case arises from allegations of legal malpractice. (“The Malpractice Action” or “this case.”) On February 28, 2022, Plaintiffs Banooni, Gershovich, Shaham, United Clinical Research (“United”) and Matrix Clinical Research (“Matrix”) (together, “Plaintiffs”) brought suit against Defendants Law Offices of Saul Reiss, P.C. (“Reiss P.C.”); Saul Reiss (“Reiss”); and Firouzeh {Fay} Pugh (“Pugh”) (together, “Defendants”) alleging a single cause of action for professional negligence (attorney malpractice).

On November 17, 2022, the Court sustained the demurrer to the Complaint as to United on the grounds that United was suspended at the time the action was filed, and dismissed United without prejudice, noting Plaintiffs may move for leave to amend to add back in United if and when corporate revivor is obtained. (Minute Order, Nov. 17, 2022.)

On February 14, 2023, Reiss P.C. and Reiss (“the Reiss Defendants”) cross-complained against Plaintiffs for (1) breach of written contract; (2) open book account; (3) account stated; and (4) quantum meruit.

United now applies ex parte for leave to amend the complaint to add itself as a Plaintiff, on the grounds that its corporate revivor was obtained on February 24, 2023. Defendants Pugh and the Reiss Defendants oppose the application.

California Rules of Court, Rule 3.1202 requires, “An applicant must make an affirmative factual showing in a declaration containing competent testimony based on personal knowledge of irreparable harm, immediate danger, or any other statutory basis for granting relief ex parte.”

Here, United’s corporate status lapsed in October 2020. (Reiss Decl. ¶ 16.) This Malpractice Action was initiated on February 28, 2022.

United’s corporate status was revived on February 24, 2023, while United was represented by Russell Behjatnia (“Behjatnia”), at which point Behjatnia, on behalf of United, filed suit against Pugh and the Reiss Defendants in Case Number 23STCV18431, which the Court dismissed with prejudice in April 2024 on the grounds that United’s claims against Pugh and Banooni were time barred. (Reiss Decl. ¶ 16.; see also Minute Order, April 8, 2024 in Case Number 23STCV18431.)

Behjatnia contends that he just discovered, upon reviewing the Reiss Declaration filed in connection with the Reiss Defendants’ recent motion for summary judgment, that United’s malpractice claims against Pugh and the Reiss Defendants are not, in fact, time barred, as the court had ruled in dismissing Case Number 23STCV18431, because Pugh and the Reiss Defendants caused United’s corporate status to lapse, and they are therefore estopped from asserting the statute of limitations as a defense during the time United was unable to prosecute an action against them because of its lapsed corporate status.

My understanding of the status of UCR was confirmed when I checked the records of the Secretary of State, which indicated that UCR's status was pending suspension as of February 25, 2020. UCR was suspended by the Franchise Tax Board on October 1,2020 as the clients intended. UCR remained suspended and continued to be represented by Mr. Behjatnia until February 24, 2023 when it was reinstated.

As a threshold matter, the Court does not find that the statements in the Reiss declaration demonstrate that Pugh and/or the Reiss Defendants should be estopped from asserting the statute of limitations as a defense. Indeed, the Declaration itself indicates it was the Individual Plaintiffs who intended United’s corporate status to lapse, not Pugh and/or the Reiss Defendants. (Reiss Decl. ¶ 16.) Moreover, the notion that it was the Individual Plaintiffs who desired to dissolve and wind up United’s operations is supported by the immediately preceding paragraph, which provides:

15. In discussions between Plaintiffs and I, they confirmed that they, as the holders of 75 percent of the stock of UCR and 3 of its 4 directors had voted to dissolve UCR, which was referenced in the responses to discovery. They additionally advised me that Dr. Banooni would no longer participate in UCR as a principal investigator. Based on these statements, UCR was effectively out of business and insolvent. All that it had left were the obligations to complete the pending studies for which UCR had been paid, and the obligation to maintain the records for the completed studies.

Moreover, Behjatnia does not specify at what point his representation of United began. The Court notes, however, that he signed substitution of attorney forms in the Arbitration proceedings on March 29, 2021. (Exs. 20-22 in support of the Reiss Defendants’ Motion for Summary Judgment.) Further, Behjatnia filed the original complaint in the Declaratory Relief action on behalf of United on August 11, 2021.

Further, Behjatnia does not explain his own delay in reviving United’s corporate status from March 29, 2021 until February 24, 2023, and then fails to explain why he waited until June 2025 to seek to amend the complaint to add United as a plaintiff anew, as opposed to filing a separate lawsuit alleging professional negligence (23STCV18431.

As such, United has not demonstrated immediate harm, irreparable danger, or any other statutory basis for granting relief, that United itself did not cause.

Under Code of Civil Procedure section 473, subdivision (a)(1), “The court may, in furtherance of justice, and on any terms as may be proper, allow a party to amend any pleading or proceeding by adding or striking out the name of any party, or by correcting a mistake in the name of a party, or a mistake in any other respect; and may, upon like terms, enlarge the time for answer or demurrer. The court may likewise, in its discretion, after notice to the adverse party, allow, upon any terms as may be just, an amendment to any pleading or proceeding in other particulars; and may upon like terms allow an answer to be made after the time limited by this code.”

To wit, without notice to the other party the Court has wide discretion to allow either party (i) to add or strike the name of a party or (ii) to correct a mistake in the name of a party or a mistake in any other respect “in furtherance of justice” and “on any terms as may be proper.” (See Code Civ. Proc., § 473, subd. (a)(1); see also Marriage of Liss (1992) 10 Cal.App.4th 1426, 1429.) Alternatively, after notice to the other party, the Court has wide discretion to allow either party to amend pleadings “upon any terms as may be just.” (See Code Civ. Proc., § 473, subd. (a)(1). Similarly, Code of Civil Procedure section 576 states “Any judge, at any time before or after commencement of trial, in the furtherance of justice, and upon such terms as may be proper, may allow the amendment of any pleading or pretrial conference order.”

Judicial policy favors resolution of all disputed matters between the parties and, therefore, leave to amend is liberally granted. (Berman vs. Bromberg (1986) 56 Cal.App.4th 936, 945; Hirsa v. Superior Court (1981) 118 Cal.App.3d 486, 488-489 [this has been an established policy in California since 1901] (citing Frost v. Whitter (1901) 132 Cal. 421, 424; Thomas v. Bruza (1957) 151 Cal.App.2d 150, 155).) The Court of Appeal in Morgan v. Superior Court held “If the motion to amend is timely made and the granting of the motion will not prejudice the opposing party, it is error to refuse permission to amend and where the refusal also results in a party being deprived of the right to assert a meritorious cause of action or a meritorious defense, it is not only error but an abuse of discretion.” (Morgan v. Superior Court (1959) 172 Cal.App.2d 527, 530, citations omitted.) Moreover, “it is an abuse of discretion for the court to deny leave to amend where the opposing party was not misled or prejudiced by the amendment.” (Kittredge Sports Co. v. Superior Court (1989) 213 Cal.App.3d 1045, 1048 [opposing party did not establish harm by the delay in moving to amend the complaint].)

“The court may grant leave to amend the pleadings at any stage of the action.” (Weil & Brown, Cal. Practice Guide: Civil Procedure Before Trial (The Rutter Group 2024) ¶ 6:636 (hereafter Weil & Brown).) Denial of a motion to amend is rarely justified if the motion is timely made and granting the motion will not prejudice the opposing party. (Id. at ¶ 6:639, citations omitted.) However, if the party seeking the amendment has been dilatory, and the delay has prejudiced the opposing party, the judge has discretion to deny leave to amend. (Id. at ¶ 6:655, citations omitted. Absent prejudice, any claimed delay alone is not grounds for denial. “If the delay in seeking the amendment has not misled or prejudiced the other side, the liberal policy of allowing amendments prevails. Indeed, it is an abuse of discretion to deny leave in such a case even if sought as late as the time of trial. (Id. at ¶ 6:653 (citing Higgins v. Del Faro (1981) 123 Cal.App.3d 558, 564-565).) “Prejudice exists where the amendment would result in a delay of trial, along with loss of critical evidence, added costs of preparation, increased burden of discovery, etc. . . . But the fact that the amendment involves a change in legal theory which would make admissible evidence damaging to the opposing party is not the kind of prejudice the court will consider.” (Weil & Brown, supra, at ¶ 6:656, citations omitted.)

“Even if some prejudice is shown, the judge may still permit the amendment but impose conditions, as the Court is authorized to grant leave ‘on such terms as may be proper.’” (Weil & Brown, supra, at ¶ 6:663, citation omitted.) For example, the court may cause the party seeking the amendment to pay the costs and fees incurred in preparing for trial. (Id. at ¶ 6:664 (citing Fuller v. Vista Del Arroyo Hotel, 42 Cal.App.2d 400, 404).)

Pursuant to California Rules of Court, rule 3.1324(a), a motion to amend a pleading before trial must:

“(1) Include a copy of the proposed amendment or amended pleadings, which must be serially numbered to differentiate it from previous pleadings or amendments;

(2) state what allegations in the previous pleading are proposed to be deleted, if any, and where, by page, paragraph, and line number, the deleted allegations are located; and

(3) State what allegations are proposed to be added to the previous pleading, if any, and where, by page, paragraph, and line number, the additional allegations are located.”

In addition, under Rule 3.1324(b), a motion to amend a pleading before trial must be accompanied by a separate declaration that specifies the following:

United seeks leave to amend to name itself as a Plaintiff again in this action, to avoid forfeiture of its malpractice claims. As discussed above, United contends that its counsel, Behjatnia, only recently discovered the grounds for seeking leave to amend, upon reviewing the Reiss Declaration filed in connection with the Reiss Defendants’ recent motion for summary judgment. However, the Court does not find the Reiss Declaration provides grounds to toll the statute of limitations to permit United to name itself again as a Plaintiff at this juncture.

The statute of limitations for a legal malpractice claim is one year from when plaintiff discovers or should have discovered the underlying facts or four years from the date of the wrongful act or omission, whichever occurs first. (Code Civ. Proc., § 340.6, subd. (a).) Here, the malpractice alleged is that Pugh and the Reiss Defendants negligently litigated claims in arbitration, as opposed to Court.

As outlined above, the arbitration proceedings were initiated on or about June 15, 2020. The Individual Defendants (the Individual Plaintiffs herein) filed counterclaims in the arbitration on July 6, 2020. Matrix was subsequently dismissed from the arbitration proceedings on the grounds that it was not a party to the United Shareholder Agreement. Behjatnia’s representation began on or about March 29, 2021. On or about August 16, 2021, the Individual Defendants’ counterclaims were dismissed and evidentiary sanctions were issued due to the Individual Defendants’ refusal to participate in discovery. By that point, they were already represented by Behjatnia.

Thus, United should have been aware of the facts underlying its claim at least as of approximately March 29, 2021, when Behjatnia’s representation began. Thus, under normal circumstances, United’s deadline to file a malpractice claim was approximately March 29, 2022. Even if the statute of limitations were tolled for the approximate six months from October 1, 2020 when its corporate status lapsed to March 29, 2021 when Behjatnia substituted in as counsel (which, as discussed above, the Reiss declaration does not adequately support), United would still have had to have revived its status and moved for leave to amend on or before September 29, 2022.

As such, United’s arguments that it only recently discovered that it had a tolling argument to the statute of limitations defense rings hollow, both because the evidence does not support any such tolling argument, and even if it did, the statute of limitations would only have been tolled until about September 29, 2022.

Therefore, United’s request for leave to amend is denied for the additional reason that United has not adequately demonstrated that it recently discovered facts supporting the amendment, nor has it adequately explained why it did not move for leave to amend sooner.

Therefore, having found United’s request both procedurally and substantively improper, the Court denies United’s ex parte application for leave to amend the Complaint to add itself as a Plaintiff.

Plaintiffs shall provide notice of the Court’s ruling and file the notice with a proof of service forthwith.

[1] “[A]s a general rule, a voluntary dismissal of an action deprives the court of both subject matter and personal jurisdiction in that case. Based on this general rule, most orders entered after the dismissal are void and have no effect.” (See Manhan v. Gallagher (2021) 62 Cal.App.5th 504, 509 [cleaned up]; see also Paniagua v. Orange County Fire Authority (2007) 149 Cal.App.4th 83, 89 [“it is a well-settled proposition of law that where the plaintiff has filed a voluntary dismissal of an action . . ., the court is without jurisdiction to act further [citations], and any subsequent orders of the court are simply void”].)

[2] “[T]here are thus two types of consolidation: a consolidation for purposes of trial only, where the two actions remain otherwise separate; and a complete consolidation or consolidation for all purposes, where the two actions are merged into a single proceeding under one case number and result in only one verdict or set of findings and one judgment.” (Hamilton v. Asbestos Corp., Ltd. (2000) 22 Cal.4th 1127, 1147.)

1. Notice of Motion and Motion for Summary Judgment; Memorandum of Points and Authorities

1. Objections and Opposition to Motion for Summary Judgment; Memorandum of Points and Authorities; Declaration of Russell F. Behjatnia, Esq.

2. Evidentiary Objections and Request to Strike Portions of Declaration of Russell F. Behjatnia, Esq.

The arbitration was demanded pursuant to the United Shareholder Agreement, entered into by Landver and the Individual Defendants. (Ex. 1 to Feb. 10, 2025 Behjatnia Decl. at Ex. A.)

The parties, allegations, and causes of action in the 9105 action are substantially similar to those filed in the arbitration proceedings.

On March 21, 2022, Landver moved to compel arbitration in the UCR action, which the Court granted on June 24, 2022.

On September 28, 2022, Landver filed a notice of withdrawal of motion to compel arbitration and request to lift the stay. The Court granted the request and lifted the stay on October 4, 2022.

This case arises from allegations of legal malpractice. (“The Malpractice Action” or “this case.”) On February 28, 2022, Plaintiffs Peyman Banooni (“Banooni”); Stan Gershovich (“Gershovich”); Faramarz {Fred} Shaham (“Shaham”); United Clinical Research (“United”) and Matrix Clinical Research (“Matrix”) (together, “Plaintiffs”) brought suit against Defendants Law Offices of Saul Reiss, P.C. (“Reiss P.C.”); Saul Reiss (“Reiss”); and Firouzeh {Fay} Pugh (“Pugh”) (together, “Defendants”) alleging a single cause of action for attorney malpractice.

On February 14, 2023, Reiss P.C. and Reiss cross-complained against Plaintiffs for (1) breach of written contract; (2) open book account; (3) account stated; and (4) quantum meruit.

Pugh now moves for summary judgment as to Plaintiffs’ Complaint “on the ground that the undisputed material facts demonstrate that Plaintiffs’ claims against Pugh lack merit as a matter of law, because Plaintiffs (1) cannot show that Pugh breached a duty on the undisputed material facts, (2) cannot establish causation of damages, and (3) Plaintiffs are barred under the doctrine of unclean hands.”

Reiss, P.C. and Reiss (the “Reiss Defendants”) have filed a Notice of Joinder to Pugh’s motion for summary judgment, to which Banooni, Gershovich, and Shaham (“Individual Plaintiffs”) have objected and Reiss P.C. and Reiss have replied.

The Individual Plaintiffs also oppose Pugh’s motion for summary judgment, and Pugh replies.

The Reiss Defendants separately move for summary judgment as to the Individual Plaintiffs’ complaint on the ground that “there are no triable issues of material fact with respect to Plaintiffs’ single claim for professional negligence since the claim lacks merit as a matter of law in that Plaintiffs cannot meet their burden to produce evidence, which taken in the most favorable light, is sufficient to establish a triable issue of fact as to two required elements of the cause of action for professional negligence. Those required elements are breach of the standard of care (negligence) and damages legally caused by the claimed negligence. Accordingly, Mr. Reiss is entitled to summary judgment as a matter of law on the one and only cause of action contained in the Complaint.”

The Individual Plaintiffs oppose the Reiss Defendants’ motion for summary judgment and the Reis Defendants reply.

The Individual Plaintiffs oppose the Joinder by the Reiss Defendants on the grounds that Village Nurseries v. Greenbaum (2002) 101 Cal.App.4th 26 bars a party from joining in another party’s motion for summary judgment where that party has not filed its own motion for summary judgment or separate statement.

But here, the Reiss Defendants have separately filed their own motion for summary judgment and separate statement. Therefore, the Court finds no barrier to granting the Reiss Defendants’ request for joinder in Pugh’s motion.

1. United Clinical Research, Inc.’s Articles of Incorporation, a copy of which is attached as Exhibit 1 to the concurrently filed Compendium of Exhibits.

2. Demand for Arbitration in the matter of Michael Landver, et al v. Peyman Banooni, et al, AAA Case Number 01-20-005-5958 (the “Arbitration”), a copy of which is attached as Exhibit 3 to the concurrently filed Compendium of Exhibits.

3. Respondents Peyman Banooni, stan Gershovich and Fred Shaham and Specially Appearing Respondent Matrix Clinical Research, Inc.’s Answer to Claimant Michael Landver’s Demand for Arbitration in the Action, a copy of which is attached as Exhibit 5 to the concurrently filed Compendium of Exhibits.

4. Counter-Claimants Peyman Banooni, Stan Gershovich and Fred Shaham’s Counter-Claim in the Action, a copy of which is attached as Exhibit 6 to the concurrently filed Compendium of Exhibits.

5. Substitution of Attorney in the Arbitration – Stan Gershovich, a copy of which is attached as Exhibit 20 to the concurrently filed Compendium of Exhibits.

6. Substitution of Attorney in the Arbitration – Fred Shaham, a copy of which is attached as Exhibit 21 to the concurrently filed Compendium of Exhibits.

7. Substitution of Attorney in the Arbitration – Peyman Banooni, a copy of which is attached as Exhibit 22 to the concurrently filed Compendium of Exhibits.

8. Ruling on Pending Motions dated July 5, 2021 in the Arbitration, a copy of which is attached as Exhibit 23 to the concurrently filed Compendium of Exhibits.

9. Order to Produce Documents dated July 26, 2021 in the Arbitration, a copy of which is attached as Exhibit 24 to the concurrently filed Compendium of Exhibits.

10. Ruling on Order to Show Cause dated August 16, 2021 in the Arbitration, a copy of which is attached as Exhibit 25 to the concurrently filed Compendium of Exhibits.

11. Complaint for Declaratory Relief and Injunctive Relief in the matter of United Clinical Research, Inc., et al v. Michael Landver, et al, LASC Case Number 21SMCV01358 (the “Declaratory Relief Action”), a copy of which is attached as Exhibit 26 to the concurrently filed Compendium of Exhibits.

12. Notice of Motion and Motion for Orders Enjoining and Staying Arbitration in the Declaratory Relief Action, a copy of which is attached as Exhibit 27 to the concurrently filed Compendium of Exhibits.

13. Michael Landver’s Opposition to Motion for Orders Enjoining and Staying Arbitration in the Declaratory Relief Action, a copy of which is attached as Exhibit 28 to the concurrently filed Compendium of Exhibits.

14. Notice of Taking Motion for Orders Enjoining and Staying Arbitration Off Calendar in the Declaratory Relief Action, a copy of which is attached as Exhibit 29 to the concurrently filed Compendium of Exhibits.

15. Request for Dismissal in the Declaratory Relief Action, a copy of which is attached as Exhibit 30 to the concurrently filed Compendium of Exhibits.

16. Complaint in the matter of United Clinical Research, Inc., et al v. Michael Landver, et al, LASC Case Number 21STCV3580 (the “UCR Action”), a copy of which is attached as Exhibit 31 to the concurrently filed Compendium of Exhibits.

17. Notice of Motion and Motion of Defendant Michael Landver to Compel Arbitration in the UCR Action, a copy of which is attached as Exhibit 32 to the concurrently filed Compendium of Exhibits.

18. Opposition to Motion to Compel Arbitration in the UCR Action, a copy of which is attached as Exhibit 33 to the concurrently filed Compendium of Exhibits.

19. Final Ruling on Motion to Compel Arbitration in the UCR Action, a copy of which is attached as Exhibit 34 to the concurrently filed Compendium of Exhibits.

20. Request for Dismissal in the UCR Action by Peyman Banooni, a copy of which is attached as Exhibit 35 to the concurrently filed Compendium of Exhibits.

21. Request for Dismissal in the UCR Action by Faramarz Shaham, a copy of which is attached as Exhibit 36 to the concurrently filed Compendium of Exhibits.

22. Request for Dismissal in the UCR Action by Stan Gershovich, a copy of which is attached as Exhibit 37 to the concurrently filed Compendium of Exhibits.

23. Notice of Withdrawal of Motion of Defendant Michael Landver to Compel Arbitration in the UCR Action, a copy of which is attached as Exhibit 38 to the concurrently filed Compendium of Exhibits.

24. Complaint in the matter of Michael Landver, et al v. Matrix Clinical Research, Inc., et al, LASC Case Number 21STCV39105 (the “Landver Action”), a copy of which is attached as Exhibit 39 to the concurrently filed Compendium of Exhibits.

25. Minute Order dated February 6, 2024 in the Landver Action, a copy of which is attached as Exhibit 40 to the concurrently filed Compendium of Exhibits.

26. Final Award dated January 22, 2025 in the Arbitration, a copy of which is attached as Exhibit 41 to the concurrently filed Compendium of Exhibits.

27. Decision on the Merits dated August 2, 2024 in the Arbitration, a copy of which is attached as Exhibit 42 to the concurrently filed Compendium of Exhibits.

28. Request for Dismissal in the Landver Action by Peyman Banooni, a copy of which is attached as Exhibit 43 to the concurrently filed Compendium of Exhibits.

29. Request for Dismissal in the Landver Action by Stan Gershovich, a copy of which is attached as Exhibit 44 to the concurrently filed Compendium of Exhibits.

30. Request for Dismissal in the Landver Action by Fred Shaham, a copy of which is attached as Exhibit 45 to the concurrently filed Compendium of Exhibits.

31. Request for Dismissal in the Landver Action Matrix Clinical Research, Inc., a copy of which is attached as Exhibit 46 to the concurrently filed Compendium of Exhibits.

32. Complaint in the matter of Peyman Banooni, et al v. Law Offices of Saul Reiss, P.C., et al, LASC Case Number 22STCV07260, a copy of which is attached as Exhibit 47 to the concurrently filed Compendium of Exhibits.

33. Minute Order dated February 2, 2023 in the matter of Peyman Banooni, et al v. Law Offices of Saul Reiss, P.C., et al, LASC Case Number 22STCV07260, a copy of which is attached as Exhibit 48 to the concurrently filed Compendium of Exhibits.

34. Request for Dismissal by Plaintiff Matrix Clinical Research, Inc. in the matter of Peyman Banooni, et al v. Law Offices of Saul Reiss, P.C., et al, LASC Case Number 22STCV07260, a copy of which is attached as Exhibit 62 to the concurrently filed Compendium of Exhibits.

35. Minute Order dated February 24, 2025 in Los Angeles Superior Case Number 21STCV39105, a copy of which is attached as Exhibit 63 to the concurrently filed Compendium of Exhibits.

36. Petition to Confirm Contractual Arbitration Award in Los Angeles Superior Case Number 25STCP00770, a copy of which is attached as Exhibit 65 to the concurrently filed Compendium of Exhibits.

1. The demand for arbitration, filed in the arbitration styled Landver v. Banooni, AAA Case No. 01-20-0005-5958 (the “Underlying Arbitration”). A true and correct copy of this document is attached to the concurrently-filed Compendium of Exhibits (“Compendium”) as Exhibit 2.

2. The answer in the Underlying Arbitration. A true and correct copy of this document is attached as Exhibit 3 to the Compendium.

3. The counter-claim in the Underlying Arbitration. A true and correct copy of this document is attached as Exhibit 4 to the Compendium.

4. The substitution of attorney filed in the Underlying Arbitration. A true and correct copy of this document is attached as Exhibit 5 to the Compendium.

5. The July 5, 2021 order in the Underlying Arbitration. A true and correct copy of this document is attached as Exhibit 6 to the Compendium.

6. The July 26, 2021 order in the Underlying Arbitration. A true and correct copy of this document is attached as Exhibit 7 to the Compendium.

7. The August 16, 2021 ruling on the order to show cause in the Underlying Arbitration. A true and correct copy of this document is attached as Exhibit 8 to the Compendium.

8. The complaint in the action styled United Clinical Research, Inc., et al. v. Landver, et al., Los Angeles Superior Court Case No. 21SMCV01358 (the “Declaratory Relief Action”). A true and correct copy of this document is attached as Exhibit 9 to the Compendium.

9. The complaint in the action styled United Clinical Research, Inc., et al. v. Landver, et al., Los Angeles Superior Court Case No. 21STCV43580 (the “UCR Action”). A true and correct copy of this document is attached as Exhibit 10 to the Compendium.

10. The motion to compel arbitration in the UCR Action. A true and correct copy of this document is attached as Exhibit 11 to the Compendium.

11. The opposition to the motion to compel arbitration in the UCR Action. A true and correct copy of this document is attached as Exhibit 12 to the Compendium.

12. The order granting the motion to compel arbitration in the UCR Action. A true and correct copy of this document is attached as Exhibit 13 to the Compendium.

13. The request for dismissal filed in the Declaratory Relief Action. A true and correct copy of this document is attached as Exhibit 14 to the Compendium.

14. The decision on the merits in the Underlying Arbitration. A true and correct copy of this document is attached as Exhibit 15 to the Compendium.

15. The final award in the Underlying Arbitration. A true and correct copy of this document is attached as Exhibit 16 to the Compendium.

For ease of reference, the Court utilizes the Reiss Defendants’ exhibit numbering as to the RJN exhibits.

Judicial notice may be taken of records of any court in this state. (Evid. Code, § 452, subd. (d)(1).) Because RJN Nos. 11-25 (Exs. 26-40) and 28-36 (Exs. 43-48, 62-63, 65) are court records filed in this state, the Court may take judicial notice of them. (Ibid.) However, “while courts are free to take judicial notice of the existence of each document in a court file, including the truth of results reached, they may not take judicial notice of the truth of hearsay statements in decisions and court files. Courts may not take judicial notice of allegations in affidavits, declarations and probation reports in court records because such matters are reasonably subject to dispute and therefore require formal proof.” (Lockley v. Law Office of Cantrell, Green, Pekich, Cruz & McCort (2001) 91 Cal.App.4th 875, 882 [cleaned up].) Accordingly, the Court takes judicial notice of the existence, filing, and legal consequences of Exhibits 26-40, 43-48, 62-63, and 65, but not the truth of the allegations or arguments contained therein.

Regarding RJN Nos. 2-10 (Exs. 3, 5-6, 20-25) and 26-27 (Exs. 41-42), which are arbitration records, Courts can properly take judicial notice of arbitration records, pursuant to Evidence Code section 452, subdivisions (d) and/or (h). (See Greenspan v. LADT, LLC (2010) 191 Cal.App.4th 486, 525 [“The trial court properly took judicial notice of the arbitration award” pursuant to Evid. Code, § 452, subd. (d)]; Brown v. TGS Management Co, LLC (2020) 57 Cal.App.5th 303, 308, fn. 2 [taking judicial notice of arbitration transcripts pursuant to Evid. Code, § 452, subds. (d) & (h).]) As such, the Court similarly takes judicial notice of the existence, filing, and legal consequences of Exhibits 3, 5-6, 20-25, and 26-27 (the arbitration documents) but not the truth of the allegations or arguments contained therein.

As for RJN No. 1, in Belen v. Ryan Seacrest Productions, LLC (2021) 65 Cal.App.5th 1145, 1160, fn. 2 (hereafter Belen), the court took judicial notice of the statement of information filed with the California Secretary of State identifying the chief executive officer for the entity defendant, pursuant to Evidence Code section 452, subdivision (c) as an official act of the executive department of the State of California. Belen cites to Elmore v. Oak Valley Hospital Dist. (1988) 204 Cal.App.3d 716, 722, where the appellate court explained, “once a statement is filed pursuant to Government Code section 53051, it becomes the duty of the Secretary of State and the county clerk to place the information so filed in a ‘Roster of Public Agencies.’ ” Thus, “a statement filed with the Secretary of State and indexed in the ‘Roster of Public Agencies’ becomes a document of which a court can properly take judicial notice” under Evidence Code section 452, subdivision (c). (Ibid.)

While courts may take judicial notice of official government acts, they may not take judicial notice of the truth of the matters asserted therein. (Ragland v. U.S. Bank National Assn. (2012) 209 Cal.App.4th 182, 194.) Therefore, the Court takes judicial notice of the existence and filing of the Articles of Incorporation, and the legal consequences thereof, but not of the truth of the matters asserted therein.

The Court rules as follows with respect to Plaintiff’s Objections to the Declaration of Michael Dempsey, filed in support of Pugh’s Motion for Summary Judgment:

The Court rules as follows with respect to Pugh’s Evidentiary Objections to the Declaration of Russell F. Behjatnia:

The Court rules as follows with respect to Plaintiffs’ evidentiary objections to the Declaration of Michael Dempsey, Esq. filed in support of the Reiss Defendants’ Motion for Summary Judgment:

The Court rules as follows as to the Reiss Defendants’ Evidentiary Objections and Request to Strike Portions of the Declaration of Russell F. Behjatnia, Esq.:

“[T]he party moving for summary judgment bears the burden of persuasion that there is no triable issue of material fact and that he is entitled to judgment as a matter of law[.] There is a triable issue of material fact if, and only if, the evidence would allow a reasonable trier of fact to find the underlying fact in favor of the party opposing the motion in accordance with the applicable standard of proof.” (Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 850.) “[T]he party moving for summary judgment bears an initial burden of production to make a prima facie showing of the nonexistence of any triable issue of material fact; if he carries his burden of production, he causes a shift, and the opposing party is then subjected to a burden of production of his own to make a prima facie showing of the existence of a triable issue of material fact.” (Ibid.)

“On a summary judgment motion, the court must therefore consider what inferences favoring the opposing party a factfinder could reasonably draw from the evidence. While viewing the evidence in this manner, the court must bear in mind that its primary function is to identify issues rather than to determine issues. Only when the inferences are indisputable may the court decide the issues as a matter of law. If the evidence is in conflict, the factual issues must be resolved by trial.” (Binder v. Aetna Life Ins. Co. (1999) 75 Cal.App.4th 832, 839 [cleaned up].) Further, “the trial court may not weigh the evidence in the manner of a factfinder to determine whose version is more likely true. Nor may the trial court grant summary judgment based on the court's evaluation of credibility.” (Id. at p. 840 [cleaned up]; see also Weiss v. People ex rel. Department of Transportation (2020) 9 Cal.5th 840, 864 [“Courts deciding motions for summary judgment or summary adjudication may not weigh the evidence but must instead view it in the light most favorable to the opposing party and draw all reasonable inferences in favor of that party”].)

“To prove a legal malpractice cause of action, the plaintiff must show: (1) a duty by the attorney to use such skill, prudence and diligence as members of his or her profession commonly possess and exercise; (2) breach of that duty; (3) a proximate causal connection between the breach and the resulting injury; and (4) actual loss or damage resulting from the attorney's negligence.” (Redante v. Yockelson (2003) 112 Cal.App.4th 1351, 1356.)

Pugh first contends she owed no duty of care because she was a contract attorney who had no involvement in the major decisions made regarding the shareholder dispute, including whether to challenge the validity of the Shareholder Agreement or to contest the applicability of the arbitration agreement to the shareholder dispute, all of which were made by Reiss. (UMF Nos. 6-7.) But Pugh provides no legal authority supporting the proposition that contract attorneys owe no professional duty of care to their clients or are otherwise absolved from legal malpractice merely because more senior attorneys also worked on the case.

Pugh next contends she did not breach any duty of care because (1) proceeding in arbitration, as opposed to court cannot constitute a breach of the duty of care because arbitral tribunals are equally capable of adjudicating claims in a neutral and unbiased manner as courts; (2) the arbitrability of the claims was already decided in the UCR action, and therefore Plaintiffs are precluded from relitigating that issue in this forum; and (3) Pugh’s standard of care expert, Michael Dempsey, has declared that Pugh met the standard of care.

However, in support of Pugh’s first argument, Pugh cites only to nonbinding out-of-state federal district court cases. As such, Pugh has not adequately supported her claim that proceeding in arbitration, as opposed to litigating in court, cannot constitute a breach of the applicable standard of care as a matter of law.

Pugh is correct, however, that the arbitrability of the claims was already decided in the UCR action, where the court considered and rejected many of the same arguments Plaintiffs make here, including (i) United was a suspended corporation at the time; (ii) the agreement is void because the Individual Plaintiffs, as signatories to the agreement somehow interfered with their own rights as shareholders; (iii) the mediation provision was a condition precedent to compelling arbitration; (iv) United did not sign the agreement; and (v) the arbitration provision does not cover the dispute. (Ex. 13) The Court notes that United’s active participation in the arbitration is only one of two grounds upon which the court decided in the UCR action that United is equitably estopped from denying the existence of the arbitration provision contained in its shareholder agreement. The other issue was Plaintiffs brought claims in court under the shareholder agreement, an implicit acknowledgment that the agreement was valid, precluding them from denying the arbitration provision contained therein. (Ibid.)

Further, Pugh provides the expert declaration of Michael Dempsey “(Dempsey”), who is an attorney admitted to practice in California, with substantial experience representing attorneys in legal malpractice actions, and who is familiar with the standard of care applicable to attorneys, including representing clients in commercial transactions and disputes. (Dempsey Decl. ¶ 3.)

4. As part of my review to date, I have reviewed Plaintiffs’ complaint, Ms. Pugh’s answer to the complaint, and Plaintiffs’ responses to Ms. Pugh’s written discovery propounded in this action. I have also reviewed Ms. Pugh’s motion for summary judgment and the evidence submitted in support, including:

a. The United Clinical Research, Inc. (“UCR”) Shareholder Agreement (the “Shareholder Agreement”), a copy of which is attached as Exhibit 1 to the Compendium of Exhibits. A highlighted copy of the Shareholder Agreement is attached to this Declaration as Exhibit 1;

b. The demand for arbitration filed in the arbitration styled Landver v. Banooni, AAA Case No. 01-20-0005-5958 (the “Underlying Arbitration”);

c. The answer to the demand for arbitration filed in the Underlying Arbitration;

d. The cross-complaint filed on behalf of Plaintiffs Peyman Banooni (“Mr. Banooni”), Stan Gershovich (“Mr. Gershovich”), and Fred Shaham (“Mr. Shaham”) (collectively, “Plaintiffs”) in the Underlying Arbitration;

e. The Arbitrator’s Decision on the Merits dated August 2, 2024 and the Final Award dated January 22, 2025;

f. The transcripts of Mr. Banooni, Mr. Gershovich, and Mr. Shaham’s depositions, taken by Michael Landver (“Mr. Landver”) in the action styled Landver, et al. v. Matrix Clinical Research, Inc., et al., Los Angeles Superior Court Case No. 21STCV39105.

5. Based on my review of the above materials, and my education, training, experience, and expertise, I have formed the following opinions regarding Plaintiffs’ claims:

a. The highlighted language of the Shareholder Agreement establishes that it was a specific agreement between individuals who were both 100 percent of the shareholders of UCR and 100 percent of its directors;

b. The language of the Shareholder Agreement clearly indicates that it was intended to create enforceable rights between the shareholders of UCR in their individual capacities, rather than in their capacities as directors of UCR. The applicable paragraphs are 1.1, 50, 54, 56, 67 and 72. Under California’s “strong public policy in favor of arbitration as a speedy and relatively inexpensive means of dispute resolution,” a “written arbitration agreement is presumed to be ‘valid, enforceable, and irrevocable.’” (Vo v. Technology Credit Union (Feb. 4, 2025, No. H051619) ___Cal.App.5th___ [2025 Cal. App. LEXIS 56, at *8]; see also Arzate v. Ace American Ins. Co. (Jan. 27, 2025, No. B336829) ___Cal.App.5th___ [2025 Cal. App. LEXIS 91, at *8-9]) (recognizing recent case law holding that state policy, like federal policy, favors arbitration);

c. The applicable provision for arbitration in the Shareholder Agreement is contained in paragraph 67, which in relevant part states that the dispute “may be submitted to mediation”. The word “may” is permissive but not mandatory. The election of Mr. Landver to file the Demand for Arbitration on its face constituted an election not to participate in mediation. Under the circumstances, it was not a violation of the standard of care to elect to proceed with arbitration, which is recognized as a cost effective and expeditious means of dispute resolution having reliability in the adjudication of rights and responsibilities equal to litigation;

d. The efficacy of the decision not to challenge the jurisdiction of the arbitrator is clearly evidenced in the Arbitrator’s Decision on the Merits, in which the Arbitrator states as follows: “In short, but for the adverse inferences drawn as a discovery sanction, the claims asserted by Landver would fail for want of proof of liability, the broad gaps in the story presented by Landver raise questions affecting the determination of damages. [P] The shallow evidence is a consequence of two decision by the Parties. First, Respondents [Plaintiffs in this action] bailed out of this case for legally spurious and thoroughly ill-founded reasons. When the opportunity to submit evidence was presented, Respondents remained steadfast in their refusal to defend themselves.”;

e. Paragraphs 49 and 50 of the Shareholder Agreement specifically set forth obligations of Mr. Banooni and Mr. Gershovich, which are the subject of the claims made by Mr. Landver in the Demand for Arbitration. Mr. Landver’s claims are repeated throughout his Demand in paragraph 65 as follows: “Created a new corporation, Matrix, to compete with United; Misappropriated funds from United for personal expenditures; Misappropriated funds from United to benefit Matrix; Used United’s property to conduct Matrix’s business activities; Instructed United employees to perform work on behalf of Matrix; and Directed new business opportunities to Matrix instead of United” and paragraph 70 as follows: “A duty to maintain United’s trade secrets and confidential information (Id. ¶ 49); A duty to account to the company for any personal benefit derived by using United’s property, name, or business (Id. ¶ 50); A duty to devote sufficient time and attention to the company so that it can conduct its business (Id. ¶ 51); and A duty to seek unanimous consent of all shareholders before using United property for anything other than company business purposes (Id. ¶ 52)”. All of the said allegations were within the scope of the arbitration provision of the Shareholder Agreement and required that counsel for Plaintiffs respond in the arbitration. Such response was clearly within the standard of care applicable to the Defendants in this case;

f. The only violation of the standard of care for attorneys was by Mr. Russell Behjatnia when he decided to refuse to participate in the arbitration, which resulted in damages to his clients (Plaintiffs in this action) in the amount of $2,600,000.00 (plus $150,479.07 in attorneys’ fees costs, as awarded in the Final Award, dated January 22, 2025);

g. I have seen no evidence of any kind that Ms. Pugh even participated in any of the acts or omissions alleged in the Complaint in this action.

6. It is my opinion that, at all times during her representation of Plaintiffs, Ms. Pugh complied with the applicable standard of care—i.e., that Ms. Pugh did not fail to use the same skill, prudence, and diligence that lawyers of ordinary skill and capacity commonly possess and exercise in the performance of the tasks which they undertake. I understand that the focus of the claim against Ms. Pugh involves the assertion that Ms. Pugh was negligent in allowing the shareholder dispute between Plaintiffs and Mr. Landver to go to arbitration. I do not agree with this assertion, because the decision to proceed via arbitration did not constitute a breach of the duty of care owed by an attorney.

7. In my opinion, an attorney making the tactical decision to proceed with arbitration like the one confronted by Mr. Reiss is in compliance with the standard of care, for several reasons. First, as noted above, the Shareholder Agreement created enforceable rights between the shareholders, including, as set forth in the arbitration clause in Paragraph 67, the right of a shareholder to have issues “submitted to final and binding arbitration in accordance with the laws of the State of California.” Because the shareholder dispute involved allegations of breaches of the Shareholder Agreement (e.g., breaches of Paragraph 49 and 50 by Plaintiffs, as alleged in Mr. Landver’s Demand for Arbitration), the shareholder dispute fell within the scope of the arbitration clause as a “dispute aris[ing] out of or in connection with [the Shareholder Agreement],” as set forth in Paragraph 66. Under these circumstances, the decision to proceed via arbitration did not constitute a breach of the standard of care.

8. Second, the decision to proceed via arbitration met the standard of care because written arbitration agreements in California, as noted above, are presumed to be valid, enforceable, and irrevocable. Mr. Reiss was therefore entitled to rely on the arbitration clause as properly governing the dispute between Plaintiffs and Mr. Landver, particularly in light of California’s strong policy in favor of arbitration.

9. Third, Mr. Landver’s decision to file the Demand for Arbitration constituted an election not to participate in mediation. Mr. Reiss complied with the standard of care by interpreting this action as a decision by Mr. Landver to exercise his right under Paragraph 67 to submit the dispute to arbitration. Given the plain language of the Shareholder Agreement, and particularly the arbitration clause in Paragraph 67, the decision to arbitrate did not constitute a breach of the duty of care owed by an attorney.

10. Fourth, there is no basis to assert that proceeding instead via litigation would have made any cognizable difference. In either venue, Plaintiffs were entitled to only a fair and reasonable fact finder. (See, e.g., Cecala v. Newman (D. Ariz. 2007) 532 F. Supp. 2d 1118, 1159- 1160 (discussing "the presumption that arbitral tribunals are fully capable of adjudicating statutory claims in a neutral and unbiased manner," and concluding that "[s]ince basic policy dictates that either trier of fact should be equally fair, a lawyer should not be liable for choosing one over the other").) The assertion that Plaintiffs would have obtained a better result had the matter proceeded in a different forum is fundamentally inconsistent with a claim for legal malpractice, which employs "an objective approach to decide what should have been the result in the underlying proceeding or matter." (Church v. Jamison (2006) 143 Cal.App.4th 1568, 1585, bolding added, italics in original.) In other words, a claim for legal malpractice does not involve an evaluation of what a particular fact finder would have done, but rather requires an objective examination of what should have happened. (Piscitelli v. Friedenberg (2001) 87 Cal.App.4th 953, 873 ["[T]he jury must attempt to decide the case not as a particular judge or jury, but independently as the fact finder"].) In my experience, it is wholly speculative to assert that a particular venue or fact finder—e.g., court versus arbitration is more advantageous than another.

Thus, Pugh’s evidence is sufficient to meet her initial burdens of production and persuasion to show that Plaintiffs will be unable to establish that Pugh breached the standard of care. As such, Pugh has shifted the burden of production to Plaintiffs to raise triable issues of material fact.

The Reiss Defendants similarly echo Pugh’s arguments regarding arbitration as an equally viable neutral forum, the election of which cannot constitute malpractice as a matter of law, and the res judicata effect of the decision compelling arbitration in the UCR case. The Court similarly rejects the first argument, as inadequately supported by law but acknowledges the viability of the second argument.

The Reiss Defendants also proffer a substantially similar Dempsey Declaration, but referencing “Reiss” instead of “Pugh.” In addition to the statements above, the Dempsey Declaration in support of the Reiss Defendants’ Motion provides as follows:

H. Plaintiffs appear to assert that it was a violation of the standard of care to permit Matrix to be a party to the arbitration even though it was not a signatory to the Shareholder Agreement. The claim made against Matrix was a derivative claim made by Mr. Landver on behalf of UCR. That fact is derived from the Complaint in the UCR Action. The issues as between the signatories to the Shareholder Agreement and the non-signatories, UCR and Matrix, were identical.

I. Matrix initially was a plaintiff in this action. However, on January 22, 2024, it filed a request for dismissal without prejudice as to its Complaint against all Defendants. Accordingly, no damages, such as attorneys’ fees, costs, or any other monetary expense incurred by Matrix is at issue in this case. This would include any monies paid by remaining Plaintiffs to Matrix.

J. The primary issue, which was recognized by the Court, in its denial of the Motion for Summary Judgment was whether or not UCR had sustained damages as the result of the business activities of Matrix either through the theft of trade secrets or otherwise.

K. Under the circumstances as disclosed to Mr. Reiss by Plaintiffs, UCR had determined to cease business operations, other than completion the currently-pending clinical trials because Dr. Banooni had refused to continue to act as the primary investor and refused to engage in any further business activities in which Mr. Landver had the right to participate. Dr. Banooni had advised Mr. Reiss of various incidents in which Mr. Landver had entered into examining rooms, communicated with patients and done other things that violated medical confidentiality requirements.

L. In addition, Mr. Reiss was advised by Mr. Gershovich that he had been the primary individual in obtaining clinical studies for UCR and had discontinued doing that with the consent of the other Plaintiffs, Dr. Banooni and Mr. Shaham, because they had decided to operate under the business known as Matrix. M. Based on the foregoing, it was rational to conclude that Matrix had not stolen any trade secrets from UCR and that UCR had sustained no damages because it had elected to go out of business by vote of 75 percent of its shareholders. Therefore, arbitration would have been the least expensive and most expeditious means of exonerating Matrix from liability. This fact is established by the arbitrator’s rulings.

Thus, the Reiss Defendants have met their initial burdens of production and persuasion to show that Plaintiffs will be unable to demonstrate that the Reiss Defendants breached the standard of care. As such, Pugh has shifted the burden of production to Plaintiffs to raise triable issues of material fact.

In opposition, Plaintiffs advance the Declaration of Russell F. Behjatnia, Esq., attorney of record for the Individual Plaintiffs, for United, and former attorney of record for Matrix, with thirty years of experience as an attorney, including litigating and arbitrating business and civil litigation disputes, corporate law, including derivative actions brought by shareholders. (Behjatnia Decl. ¶¶ 1-2.)

As noted above in connection with the Court’s ruling on the evidentiary objections, all, except as noted below, of Behjatnia’s declaration lacks foundation and inadmissible opinions, particularly with respect to his status as a percipient witness to events that occurred prior to his engagement, and regarding statements and opinions he has rendered either without any evidentiary support, such as the arbitration proceedings are a legal nullity, or that are contradicted by the record, such as Behjatnia’s opinions regarding legal arguments that were already made and rejected in connection with the order compelling arbitration in the UCR case. (See Sargon Enterprises, Inc. v. University of So. Cal. (2012) 55 Cal.4th 747, 770 (hereafter Sargon) [expert's opinion may not be based on assumptions of fact without evidentiary support, or on speculative or conjectural factors].) And as the California Supreme Court instructs, a trial court “conducts a circumscribed inquiry to “determine whether, as a matter of logic, the studies and other information cited by experts adequately support the conclusion that the expert's general theory or technique is valid. The goal of trial court gatekeeping is simply to exclude clearly invalid and unreliable expert opinion.” (Sargon, supra, 55 Cal.4th at p. 772 [cleaned up]; see also McGonnel v. Kaiser Gypsum Co., Inc. (2002) 98 Cal.App.4th 1098, 1106 [“An expert's speculations do not rise to the status of contradictory evidence, and a court is not bound by expert opinion that is speculative or conjectural … Plaintiffs cannot manufacture a triable issue of fact through use of an expert opinion with self-serving conclusions devoid of any basis, explanation, or reasoning”].)

2. I am, and/or have been the attorney of record for PEYMAN BANOONI, STAN 21 GERSHOVICH, and FARAMARZ {FRED} SHAHAM, in Superior Court Case 21STCV39105, Superior Court Case 21STCV43580, Superior Court Case 21SMCV01358 and this present litigation 22STCV07260. I was also the attorney of record for MATRIX CLINICAL RESEARCH, INC., in Superior Court Case 21STCV39105. I am the attorney of record for UNITED CLINICAL RESEARCH, INC., in Superior Court Case 21STCV43580. I have also reviewed the exhibits presented by PUGH in relation to her motion for summary judgment.

3. Based on my review of the above materials, and my education, training, experience, and expertise, as well as my knowledge acquired as a percipient witness to the matters involved in this litigation and the other matters set forth in Paragraph 2, of this Deciaration,1 have formed the following opinions set forth in the following paragraphs.

Thus, Plaintiffs have not met their burden of production to raise triable issues of material fact as to whether Pugh and the Reiss Defendants breached their duties of care.

Pugh and the Reiss Defendants argue that Plaintiffs will be unable to demonstrate that any breach of duty caused Plaintiffs any harm, because the Individual Plaintiffs lost both in arbitration and in court, and thus, the forum did not make a difference.

Plaintiffs do not address this argument in opposition to either motion. As such, the Court finds that Pugh and the Reiss Defendants have met their initial burdens of production and persuasion to demonstrate that Plaintiffs will be unable to establish causation, and Plaintiffs have not met their burden to create any triable issue of material fact otherwise.

The Court finds that Pugh and the Reiss Defendants have met their initial burdens of production and persuasion, and Plaintiffs have not met their burden of production to raise any triable issue of material fact. Accordingly, the Court grants Pugh’s and the Reiss Defendants’ motions for summary judgment.

The Court orders Pugh and the Reiss Defendants to file and serve proposed Orders and Judgments in conformity the Court’s rulings on or before June 13, 2025. Any objections to the proposed Orders and Judgments shall be filed and served on or before June 23, 2025.

Moving Defendants shall provide notice of the Court’s rulings and file the notices with proofs of service forthwith.

[3] Although Quach v. California Commerce Club, Inc. (2024) 16 Cal.5th 562 changed the standard by which Courts evaluate arbitration agreements in 2024, the pertinent inquiry, in determining whether counsel committed malpractice, is what the standard was in 2020, when the decision to submit to arbitration was made. Prior to Quach, there was a strong public policy in California favoring arbitration agreements. (See St. Agnes Medical Center v. PacifiCare of California (2003) 31 Cal.4th 1187, 1195, overruled by Quach v. California Commerce Club, Inc. (2024) 16 Cal.5th 562.)

DEPARTMENT	207
HEARING DATE	June 3, 2025
CASE NUMBER	22STCV07260
MOTION	Ex Parte Application for Leave to Amend Complaint
MOVING PARTY	(proposed) Plaintiff United Clinical Research
OPPOSING PARTIES	Defendants Fay Pugh, Law Offices of Saul Reiss, P.C., and Saul Reiss

DEPARTMENT	207
HEARING DATE	June 3, 2025
CASE NUMBER	22STCV07260
MOTIONS	Motion for Summary Judgment
MOVING PARTIES	(1) Defendant Firouzeh (Fay) Pugh; Joinder filed by Defendants Law Offices of Saul Reiss, P.C. and Saul Reiss (2) Defendants Law Offices of Saul Reiss, P.C. and Saul Reiss
OPPOSING PARTIES	Plaintiffs Peyman Banooni, Stan Gershovich, and Faramarz (Fred) Shaham