Judge Randolph M. Hammock, Case Number: 24STCP00479, Date: 2024-09-04 Tentative Ruling

Plaintiff Negar Matian moves to compel arbitration against Defendants 14143-7 Burbank Blvd, LLC, Manijeh Matian, Djamchid Matian, and Arash David Matian. Defendants opposed.

Plaintiff moves to compel arbitration against Defendants pursuant to CCP section 1281.2. (See CCP § 1281.2 [“On petition of a party to an arbitration agreement alleging the existence of a written agreement to arbitrate a controversy and that a party to the agreement refuses to arbitrate that controversy, the court shall order the petitioner and the respondent to arbitrate the controversy if it determines that an agreement to arbitrate the controversy exists…”].)

Pursuant to the governing Operating Agreement, Plaintiff holds a 5% membership interest in 14143-7 Burbank Blvd LLC. (Mtn, Exh. 1.) Defendants Manijeh Matian, Djamchid Matian, and Arash David Matian are the other managing members of 14143-7 Burbank Blvd LLC. (Id.)

An unidentified dispute between the Members has arisen, and Plaintiff now demands arbitration. Plaintiff represents that Defendants have denied that Petitioner is a member of 14143-7 Burbank Blvd LLC, and therefore refuse to participate in arbitration.

Plaintiff has the initial burden of producing “prima facie evidence of a written agreement to arbitrate the controversy.” (Gamboa v. Ne. Cmty. Clinic (2021) 72 Cal. App. 5th 158, 165.) “[I]t is not necessary to follow the normal procedures of document authentication.” (Condee v. Longwood Mgmt. Corp. (2001) 88 Cal. App. 4th 215, 218.) For a plaintiff to meet his or her burden, the petition to compel arbitration must set forth the provisions of the written agreement and the arbitration clause verbatim, or, the provisions must be physically or electronically attached and incorporated by reference. (CRC 3.1330; see Condee v. Longwood Mgmt. Corp. (2001) 88 Cal. App. 4th 215, 218-219.)

In the event a dispute arises out of or in connection with this Agreement, the parties will attempt to resolve the dispute through friendly consultation. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the State of California. The arbitrator’s award will be final, and judgment may be entered upon it by any court having jurisdiction within the State of California.

The Operating Agreement identifies Plaintiff as a Member of 14143-7 Burbank Blvd LLC, and the Agreement is signed by all Members, including Plaintiff. (Id.) Plaintiff has therefore met her burden to establish the existence of an agreement to arbitrate the dispute.

Defendants oppose the motion. They note that under the Agreement, Plaintiff was to make an initial contribution of $44,859.00 by January 25, 2010. (Mtn., Exh. 1, ¶ 8.) Manijeh Matian, one of the members of the Company, asserts in declaration that Plaintiff Negar Matian failed to make an Initial Contribution to the Company, and did not make any contributions thereafter. (M. Matian Decl. ¶ 3.) Accordingly, Plaintiff was purportedly removed as a member of the Company. [FN 1]

Plaintiff’s declaration states that Plaintiff provided “multiple checks” in “accordance with the agreement.” (N. Matian Decl. ¶ 2.) But Plaintiff does not include the checks, and does not state when Plaintiff provided them. This might suggest that Plaintiff did not timely provide her initial investment, if at all.

Be that as it may, Plaintiff argues in reply that the dispute over whether Plaintiff made her investment is a question for the arbitrator. (See Reply 2: 8-9.) The court agrees. It is undisputed that the Operating Agreement is signed by all parties. Thus, the question of whether Plaintiff did, in fact, make her contribution(s) evidences a dispute “aris[ing] out of or in connection with” the Operating Agreement. (Id.) It is therefore an issue subject to arbitration. (See Vianna v. Doctors’ Management Co. (1994) 27 Cal.App.4th 1186, 1189 [noting that “arbitration agreements should be liberally interpreted, and arbitration should be ordered unless the agreement clearly does not apply to the dispute in question”].)

Judge of the Superior Court

FN 1 - Although
Manijeh Matian’s declaration states Negar Matian did not make the initial
payment, it is worth noting the declaration does not state that Negar Matian
was ever actually removed as a member. That contention appears only in
the opposing memorandum of points and authorities. (See Opp. 4: 20-22.)