Judge: Theresa M. Traber, Case: 21STCV22824, Date: 2024-01-17 Tentative Ruling

Case Number: 21STCV22824    Hearing Date: January 17, 2024    Dept: 47

Tentative Ruling

Judge Theresa M. Traber, Department 47

HEARING DATE:     January 17, 2024                               JUDGMENT: August 5, 2021

CASE:                         Sandra Torres v. Sean Saied, et al.,

CASE NO.:                 21STCV22824

MOTION FOR NEW TRIAL

MOVING PARTY:               Defendant Sean Saied

RESPONDING PARTY(S): Plaintiff Sandra Torres

CASE HISTORY:

On June 18, 2021, Plaintiff Sandra Torres (“Torres”) commenced this action against Defendant Sean Saied (aka Hooshang Saied) (“Saied”), seeking specific, general, and punitive damages and other relief for breach of fiduciary duty and conversion.  Torres filed a First Amended Complaint on September 14, 2021, asserting the same claims with a prayer for the same damages. 

Saied answered and filed a Cross-Complaint on or about October 19, 2021.  In his Cross-Complaint, Saied asserted claims for common counts, breach of contract, breach of fiduciary duty, promissory fraud, and declaratory relief.  In addition to Torres, Saied named her partner, Farzad Khalili (“Farzad”), brother-in-law Farhad Khalili (“Farhad”), and three limited liability companies, California Plaza Building LLC, World Power Investment Group LLC, and Manchester Group 26 LLC.  Farzad and Farhad answered and represented themselves.  The LLCs were either dismissed or defaulted.

The Court held a bench trial in this case on June 15-16, 2023, and issued a Final Statement of Decision on October 13, 2023.  Judgment was entered on November 14, 2023.  Defendant filed a notice of intent to move for new trial on November 29, 2023, and his motion for new trial on December 11, 2023.   

TENTATIVE RULING:

Defendant’s motion for new trial is DENIED.

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DISCUSSION:

Motion for New Trial

Timeliness

The party intending to move for a new trial must file and serve upon each adverse party a notice of intention to move for a new trial, designating the grounds upon which the motion will be made and whether the same will be made upon affidavits or the minutes of the court either: (1) before the entry of judgment; or (2) either within 15 days of the date of mailing notice of entry of judgment by the clerk or any party or within 180 days after entry of judgment, whichever is earliest. (CCP § 659.) This time limit is jurisdictional and cannot be extended either by stipulation or court order. (Ibid.) 

Here, notice of intent to move for new trial was served and filed on November 29, 2023, which is within 15 days of the date of mailing notice of entry of judgment by a party on November 15, 2023. Thus, the motion is timely under CCP § 659.

Analysis

Saied moves for a new trial on the grounds that there is an “insufficiency of the evidence to justify the verdict or other decision, or the verdict or other decision is against the law, within the meaning of Code of Civil Procedure § 657(6).  Saied also appears to seek relief under CCP § 657(7), which states a verdict or decision may be modified or vacated “in whole or in part, and a new or further trial granted on all or part of the issues,” based on an “[e]rror in law, occurring at the trial and excepted to by the party making the application.”

            “[A] trial court has no discretion to grant a new trial on the basis of error in law unless its original ruling was erroneous as a matter of law.” (Tun v. Wells Fargo Dealer Services, Inc. (2016) 5 Cal.App.5th 309, 323, 328 [holding that the trial court did not have discretion to grant a new trial based on an alternative statutory interpretation].)  Saied contends that a new trial should be granted because the Court erred in its decision regarding Torres’ standing, in that the legal standards applied were erroneous and there was insufficient evidence to demonstrate her standing. 

            Saied contends it was error for the Court to find that Plaintiff had standing to sue for the return of the funds at issue because she never had personal control over the funds, which instead were transferred from one LLC account to another and then to Defendant.  These facts do not erase Plaintiff’s standing as a person who jointly owned real and personal property with her partner, Farzad, was given certain funds as her own personal property, and who was one of two principals who established an agency relationship with Defendant to use those funds to protect the joint interests of Torres and Farzad in real estate at 8500-8522 South Broadway in Los Angeles (“the Broadway Property”), which was subject to risk of foreclosure by a third-party creditor. 

In its Final Statement of Decision, the Court discussed the evidence that revealed the contours of this relationship, including Plaintiff’s standing to seek the return of the transferred funds from Saied: 

The evidence here establishes an agency relationship between Torres and Farzad, as principals, and Saied, as their agent.  Based on the testimony of all witnesses, the Court concludes that Saied agreed to assist his cousin, Farzad, and Torres in protecting their ownership of real estate at 8500-8522 South Broadway in Los Angeles (“the Broadway Property”), which was subject to risk of foreclosure by a third-party creditor.  In an arrangement that was apparently suggested by Saied, the parties’ agreement involved the transfer of $1.25 million from Torres and Farzad to Saied who would then use that money to purchase an outstanding note against the Broadway Property to avert the impending foreclosure.  This agreement, negotiated by Farzad and Saied to benefit both Farzad and Torres, created an agency relationship in which Saied acted as the agent for Farzad and Torres in the context of this transaction.  Based on this evidence, the Court finds that Saied was Torres’ agent and, thus, owed her the fiduciary duty to act in Torres’ best interest and to handle the transaction with due care. 

(Final Statement of Decision, p. 2.) 

Having recognized the agency relationship that arose from the parties’ actions and statements, the Court then addressed Saied’s trial argument that Torres lacked standing to sue because of his view that the money at issue did not belong to her.  The Court explained: 

Saied protests that Torres lacks standing to bring any claims against him, contending that the source of the funds at issue was Farzad or his company, Model Investment Group LLC, and the direct transferor was Torres’ company, Fox Plaza Hotel LLC, while Torres was a mere “strawman” who had no real knowledge of or participation in the transaction.  The Court disagrees.  The evidence shows that Farzad acted for himself and on behalf of Torres to negotiate an arrangement with Saied to effectuate a transaction to save a property Farzad viewed as an asset he owned jointly with Torres.  Farzad and Torres both testified that they had a longtime marriage, sealed in the Jewish religion although not civilly recognized, and that it was their jointly held view that all their property and assets belonged equally to them both.  Even so, there was unrebutted testimony from Farzad and Torres that he gave the $1.25 million to Torres so it was her money to transfer to Saied to implement the parties’ agreement.  Part of the agreement between the Farzad/Torres principals and their agent Saied was to create several LLCs to execute the transaction.  As the moving force for the transaction, Farzad established Fox Plaza Hotel LLC as Torres’ company and Financial Group Funding LLC as Saied’s entity and opened a bank account for the latter.  The LLCs were not parties to the agency agreement but rather tools used to effectuate it.  The Court finds, therefore, that Torres has standing to sue as one of two principals in an agency relationship with Saied. 

(Id.)  Thus, the Court credited the testimony of Torres and Farzad that the real and personal property was considered by both of them to be jointly held, that Farzad nonetheless gave up his interest in the $1.25 million to Torres as part of the transaction negotiated with Saied, and that, as contemplated by all parties, the exchanges used LLCs and their bank accounts as conduits to effectuate the transaction.  Thus, there is ample evidence to support the Court’s findings on agency and standing.  In challenging the Court’s decision, Saied largely ignores the evidence cited in the statement of decision and focuses instead on evidence the Court finds to be unpersuasive. 

            Saied also argues that the Court made “alter ego” determinations that disregard the corporate entities involved in the transaction.  It has done no such thing.  To the contrary, the Court has recognized the financial reality of a situation in which three individuals devised a plan involving the transfer of funds to Saied for a specific purpose but created and employed corporate entities to implement the deal.  This is not a question of disregarding the corporate entities but rather of recognizing them as the tools they were for the parties – vessels for accepting and transferring funds that were at the core of the parties’ agency contract. 

            Saied also objects to the Court’s recognition of the view of Torres and Farzad that the real estate and funds in Farzad’s name were owned jointly by the two of them because of their Jewish marriage, because it is not a legal union that gives right to community property interests recognized under California law.  This argument is of no force, however, because Farzad testified that he gave the $1.25 million to Torres to implement the transaction at issue.  According to Farzad, he gave up any interest he had in those funds when they were provided to Torres and her LLC as part of the plan to transfer funds to Saied that were necessary to save the Broadway Property from foreclosure.  Thus, the Court finds, consistent with Farzad’s testimony, that the funds were gifted to Torres to advance the negotiated transaction, not that they remained some sort of quasi-community property funds.  Further, the Court believes Farzad’s testimony that he willingly gave the money to Torres because of their joint views that all such assets were considered by them both to be jointly owned.  In challenging the Court’s conclusion about Farzad’s gift to Torres, Saied fails to identify any facts that undermine the finding that Farzad gave the money to Torres as a gift nor any legal standards that mandate as a matter of law that a different result should have been reached. 

            Accordingly, for the reasons explained, the motion for a new trial is DENIED.

            Moving party to give notice, unless waived.

IT IS SO ORDERED.

Dated:   January 17, 2024                               ___________________________________

                                                                                    Theresa M. Traber

                                                                                    Judge of the Superior Court