Judge: Virginia Keeny, Case: 21VECV01021, Date: 2022-12-08 Tentative Ruling

Case Number: 21VECV01021    Hearing Date: December 8, 2022    Dept: W

MEADOW RIVER INVESTMENTS, LLC v. TAMJIDI ENTERPRISES, INC., et al.

plaintiff meadow river investments, llc’s motion for summary judgment, or in the alternative, summary adjudication

Date of Hearing:        December 8, 2022                 Trial Date:       March 20, 2023   

Department:              W                                            Case No.:        21VECV01021

Moving Party:            Plaintiff Meadow River Investments, LLC    

Responding Party:     Defendants Tamjidi Enterprises, Inc., Shahram Tamjidi, and Douglas C. Moore

BACKGROUND

On August 2, 2021, Plaintiff Meadow River Investments, LLC filed a complaint against Defendants Tamjidi Enterprises, Inc., Shahram Tamjidi, and Douglas C. Moore asserting causes of action for breach of contract, unjust enrichment, promissory estoppel, and judicial foreclosure.

Plaintiff alleges Defendant Tamjidi Enterprises, Inc. applied for a commercial credit loan with Wells Fargo Bank, National Association and Defendant Tamjidi personally agreed to repay the loan plus interest. Plaintiff further alleges Defendant Moore personally agreed to repay the loan plus interest. Wells Fargo Bank, National Association sold all rights, title and interest it had in the Loan to Cadlerock IV, L.L.C. Thereafter, the loan was assigned from Cadlerock IV, L.L.C. to Plaintiff Meadow River Investments, LLC. Prior to the assignment, Defendants had stop making payments in June 2020. As a result, Plaintiffs allege Defendants are in default and material breach of the Loan and Commercial Guaranty #1 and Commercial Guaranty #2 for failure to pay amounts upon demand and default interest is accruing.

[Tentative] Ruling

Plaintiff’s Motion for Summary Judgment, or in the alternative, Summary Adjudication is GRANTED.

REQUEST FOR JUDICIAL NOTICE

Plaintiff requests this court take judicial notice of the following documents: (1) Plaintiff Meadow River Investments, LLC Complaint’s filed on August 2, 2021 with the California Superior Court for the County of Los Angeles, case number 21VECV01021 (RJN, Exh. 13); (2) Defendant Tamjidi Enterprises, Inc.’s Answer to Plaintiff’s complaint dated and filed October 11, 2021 with the California Superior Court for the County of County of Los Angeles, case number 21VECV01021 (RJN, Exh. 14); (3) Defendant Shahram Tamjidi also known as Shawn Tamjidi’s Answer to Plaintiff’s complaint dated and filed October 11, 2021 with the California Superior Court for the County of County of Los Angeles, case number 21VECV01021 (RJN, Exh. 15); and (4) Defendant Douglas C. Moore’s Answer to Plaintiff’s complaint dated and filed October 11, 2021 with the California Superior Court for the County of County of Los Angeles, case number 21VECV01021 (RJN, Exh. 16).

The court grants Plaintiff’s request for judicial notice. (Evid. Code §452(d).)

EVIDENTIARY OBJECTIONS

In Reply, Plaintiff objects to paragraphs 12 and 14 to the Shahram Tamjidi Declaration made in support of Defendants’ opposition to Meadow River Investments, LLC’s Motion for Summary Judgment, or in the alternative, Summary Adjudication.

The court sustains Plaintiff’s objections to paragraphs 12 and 14.

DISCUSSION

Plaintiff moves for summary judgment pursuant to Code of Civil Procedure Section §437c on its legal theory and claim for relief of breach of contract. Plaintiff makes this motion on the grounds that it is undisputed that Defendant Tamjidi Enterprises, Inc. entered into a series of valid written agreements whereby it agreed to repay monies borrowed in a specified time and Defendants Tamjidi and Moore personally and individually promised and guaranteed that Defendant Tamjidi Enterprises, Inc. would repay said amounts borrowed. Plaintiff alternatively moves for adjudication of Plaintiff's pled claims for relief of unjust enrichment and/or promissory estoppel.

The purpose of a motion for summary judgment “is to provide courts with a mechanism to cut through the parties’ pleadings in order to determine whether, despite their allegations, trial is in fact necessary to resolve their dispute.” (Aguilar v. Atl. Richfield Co. (2001) 25 Cal.4th 826, 843.) “Code of Civil Procedure section 437c, subdivision (c), requires the trial judge to grant summary judgment if all the evidence submitted, and ‘all inferences reasonably deducible from the evidence’ and uncontradicted by other inferences or evidence, show that there is no triable issue as to any material fact and that the moving party is entitled to judgment as a matter of law.”  (Adler v. Manor Healthcare Corp. (1992) 7 Cal.App.4th 1110, 1119.)

“On a motion for summary judgment, the initial burden is always on the moving party to make a prima facie showing that there are no triable issues of material fact.”  (Scalf v. D. B. Log Homes, Inc. (2005) 128 Cal.App.4th 1510, 1519.)  “When deciding whether to grant summary judgment, the court must consider all of the evidence set forth in the papers (except evidence to which the court has sustained an objection), as well as all reasonable inferences that may be drawn from that evidence, in the light most favorable to the party opposing summary judgment.” (Avivi v. Centro Medico Urgente Med. Ctr. (2008) 159 Cal.App.4th 463, 467; see also CCP §437c(c).)

“If it appears from the affidavits submitted in opposition to a motion for summary judgment or summary adjudication, or both, that facts essential to justify opposition may exist but cannot, for reasons stated, be present, the court shall deny the motion, order a continuance to permit affidavits to be obtained or discovery to be had, or make any other order as may be just.” (CCP §437c(h).)

Plaintiff first moves for summary judgment on their breach of contract claim. Plaintiff argues, and Defendants do not dispute, the following: On February 18, 2014, Defendant Tamjidi Enterprises applied for a commercial credit term loan from Wells Fargo Bank, National Association. Defendants Tamjidi and Moore personally agreed to guarantee repayment of the February 18, 2014 Business Term Loan. On July 9, 2015, Wells Fargo agreed to renew, modify and replace the Business Term Loan and Defendants agreed and promised to pay to Wells Fargo the principal amount of $150,000.00, together with interest on the outstanding principal balance. The same day, Defendants Tamjidi and Moore again personally agreed to repay the restated loan plus interest and any other charges as set forth in the commercial continuing guarantee (“Commercial Guarantee #1” and “Commercial Guarantee #2”) of payment and performance. Wells Fargo, as lender under the loan documents, sold all rights, title and interest it had under the loan documents to Cadlerock IV, L.L.C. The loan documents were assigned from Cadlerock IV, L.L.C to Plaintiff Meadow River Investments, L.L.C. on April 16, 2021. The Bill of Sale identifies the loan documents by number, specifically 7828966279-18. That same number identifier for the loan documents (the 2015 Loan which incorporated the underlying 2014 Business Term Loan with Commercial Guarantee #1 and Commercial Guarantee #2) along with all Well Fargo’s records refer to the entire loan relationship including the guarantees by this same number. Wells Fargo borrowed monies to Defendant pursuant to the terms of the loan documents. For a time, Defendants made repayment as contractually agreed to Wells Fargo pursuant to the terms of the loan documents. Under the terms of the loan documents, Defendant Tamjidi Enterprises as borrower and Defendants Tamjidi and Moore as guarantors agreed that they would be responsible for certain payments upon any debt due or owing as borrower. Defendants failed to make payment due on August 15, 2018. Wells Fargo had relied on the promises made and lent money to the Defendants, and admitted in part that it made payments for a time. The loan documents permit the recovery of attorney fees and expenses and is governed under California law. Plaintiff hired legal counsel at a rate of $175.00 an hour to proceed and file this action as all efforts to communicate with Defendants did not resolve the breach.

Defendants dispute the amount that is unpaid and owing to Plaintiff. Defendants argue Plaintiff overstates the amount of principal because Plaintiff and Wells Fargo have miscalculated late charges and accruing interest. As a result, Defendants contend Plaintiff cannot establish as a matter of law one of the essential elements of a breach contract claim, i.e. damages and therefore, the court may properly deny Plaintiff’s motion.

In support of their motion for summary judgment, Plaintiff presents the Modified Business Term Loan, “Commercial Guarantee #1” and “Commercial Guarantee #2” and the guaranty terms in the underlying Business Term Loan application. Pursuant to the terms of the agreement, payments were due and payable monthly in the amount of $2,899.92 commencing on August 15, 2015, and continuing on the same day each month thereafter until maturity on July 15, 2020, at which time all unpaid principal, accrued interest and any other amounts were due and payable. (Exhs. 1-3, 12.)

Defendants argue there was no default or acceleration clause in the Loan Agreement. As a result, when Plaintiff’s predecessor Cadlerock declared “default” and demanded $82,921.72 in March of 2020 (before the maturity date), Plaintiff breached the Loan Agreement. Accordingly, Plaintiff’s premature demand may impact what was owning when Plaintiff made the demand.

This argument does not create an issue of material fact. Even if the loan documents required Plaintiff to wait to make a demand until the maturity date, Defendants have not pled an affirmative defense or cross claim of breach of contract in this case. Moreover, Defendants failed to include such a contention in their separate statement of disputed facts. (See CCP §437c(b)(1).)

Next, Defendants argue the amount of late fees claimed varies during the same time period. For example, in April 2, 2018, Wells Fargo states that Tamjidi Enterprises owed $2,213.54 in late fees. (See Exh. 12, p. 84.) However, other documents produced by Wells Fargo suggest that the amount of late charges due at the time were $1,923.54. (See Exh. 12, p. 197.) Defendants also contend the same situation exists as to accrued interest. In the April 2, 2018 documentation, Wells Fargo states there is unpaid accrued interest of $2,094.17. (See Exh. 12, p. 84.) In other documentation from the same time period, Wells Fargo indicates that $1,819.24 is owed in interest. (See Exh. 12, p. 197.) As a result, Defendants argue Plaintiff failed to properly reduce the principal amount when Defendant made a payment of $15,000 in June 2020. Defendants also argue by its terms, the loan agreement matured on July 15, 2020 and all outstanding principal, interest and late charges were due and owing on that date. To the extent that Plaintiff attempts to charge interest past July 15, 2020, it is not permitted under the Loan Agreement and cannot be awarded to Plaintiff.

The court finds Defendants have not demonstrated a triable issue of material fact. The discrepancies Defendants claim exist in Exhibit 12 do not exist. For example, page 84 and page 197 both provide that the late fees are $2,213.54. Even so, Plaintiff is not seeking late fees. Plaintiff contends they are seeking the principal balance of $61,403.18 and accrued remaining interest of $9,530.20 as of September 16, 2022, which results in a grand total of $68,955.94. Moreover, review of the letters sent by Cadlerock to Defendants does not demonstrate a triable issue of material fact. The letters by Cadlerock note that the $82,921.72 demanded includes the principal balance of $68,955.94. Defendants’ other arguments are without merit. Defendants fail to cite to any section of the Business Term Loan or Commercial Guarantees #1 and #2 that Plaintiff cannot seek any prejudgment interest after the maturity date.

Accordingly, Plaintiff’s motion for summary judgment is GRANTED. Plaintiff’s motion for summary adjudication is MOOT.