Daneshmand v. Tareen

As an initial matter, it is not clearly shown that the controversy at issue in this lawsuit falls within the scope of the arbitration clause. The arbitration clause states that “any dispute concerning the rights of any of the parties hereto” will be decided by arbitration. (Engagement Agreement ¶ 9.A.) This action concerns the rights of

Plaintiff as an individual. It does not appear Plaintiff is attempting to assert derivative claims concerning the rights of Shield. Bolduc fails to adequately explain how, given Plaintiff is not a party to the Engagement Agreement, the claims in this action – which concern Plaintiff’s rights – can be deemed to be a dispute concerning the rights of the parties to the Engagement Agreement.

The Court also finds Bolduc failed to show Plaintiff should be compelled to arbitrate under a theory of equitable estoppel or thirdparty beneficiary status.

Equitable Estoppel

Bolduc argues when a corporate officer such as Plaintiff asserts claims against corporate counsel that rely on the attorney’s engagement agreement, equitable estoppel prevents the officer from avoiding the arbitration clause contained in that same agreement.

Bolduc cites Rowe v. Exline (2007) 153 Cal.App.4th 1276 and Goldman v. KPMG, LLP (2009) 173 Cal.App.4th 209 in support of her equitable estoppel argument. In Rowe, the court of appeal held equitable estoppel required a former corporate officer to arbitrate his claims against the non-signatory directors pursuant to an arbitration clause in a Confidential Settlement Agreement and General Release the former officer signed with the corporation, where the former officer’s claims “rely upon, make reference to, presume the existence of, and are intertwined with the Agreement.” (Rowe, supra, at p. 1287.) The court of appeal noted the former officer’s claims sought recovery of $175,000 owed under the Agreement and it was specifically alleged that the causes of action were brought pursuant to the Agreement. (See Ibid.)

In Goldman, the court of appeal found equitable estoppel inapplicable to claims brought by investors, who were signatories to operating agreements containing arbitration clauses, against nonsignatory corporate counsel where the allegations against corporate counsel were not “founded in or bound up with the terms or obligations in the operating agreements.” (Goldman, supra, at p. 230.) The court held that “the sine qua non for application of equitable estoppel as the basis for allowing a nonsignatory to enforce an arbitration clause is that the claims the plaintiff asserts against the nonsignatory must be dependent upon, or founded in and inextricably intertwined with, the underlying contractual obligations of the agreement containing the arbitration clause.” (Id. at p. 217-218.)

As an initial matter, the procedural posture of this case differs from Bolduc’s cited cases. Here, we have a non-signatory plaintiff suing a signatory defendant with the signatory defendant attempting to compel the non-signatory plaintiff to arbitration. Rowe and Goldman involved the reverse situation – i.e., a signatory plaintiff suing a non-signatory defendant with the non-signatory defendant attempting to invoke the arbitration agreement signed by the

plaintiff. Bolduc has not clearly shown the rules articulated in these cases should apply to the instant matter.

In addition, Plaintiff’s claim against Bolduc for aiding and abetting breach of fiduciary duty does not appear to be dependent upon, or founded in and inextricably intertwined with, the underlying contractual obligations of the Engagement Agreement. Although Plaintiff alleges in the general allegations section of the Complaint that Bolduc breached her professional duty of care by failing to properly advise Plaintiff, Plaintiff does not make a claim for professional negligence based on said allegation.

Rather, Plaintiff asserts a claim for aiding and abetting breach of fiduciary duty based on allegations Bolduc had actual knowledge of Tareen’s alleged misrepresentations concerning the necessity of executing the Stock Redemption Agreement, and Bolduc “substantially assisted and encouraged Tareen’s execution of the Stock Redemption Agreement under fraudulent circumstances.” (Compl., ¶ 74.) Plaintiff alleges “[a]s a direct and proximate result of Bolduc’s aiding and abetting of Tareen’s wrongful conduct, Plaintiff has suffered damages.” (Compl., ¶ 76.)

Plaintiff is not claiming, for instance, that he was damaged by Bolduc’s negligent drafting of the Stock Redemption Agreement, nor is he seeking to vindicate any rights or obligations under the Engagement Agreement. He is alleging he was damaged by Bolduc’s aiding and abetting Tareen’s wrongful conduct. As Plaintiff argues, his claims against Bolduc would be fully viable had no written Engagement Agreement existed between the parties. The Court thus finds Plaintiff’s claim against Bolduc is not founded in and inextricably intertwined with the Engagement Agreement.

Third Party Beneficiary

Bolduc argues because Plaintiff, as an owner and officer of Shield, received financial and professional benefits from Bolduc’s corporate counsel services, Plaintiff is a third-party beneficiary of the Engagement Agreement and should thus be compelled to arbitrate pursuant to the arbitration clause in said agreement.

“[C]ourts have compelled nonsignatory officers and employees to arbitrate claims alleged against them in their individual capacities even if they did not sign an arbitration agreement, or signed only as representatives of their employers or principals, where the officer or employee personally benefitted from the underlying contract.” (Cohen v. TNP 2008 Participating Notes Program, LLC (2019) 31 Cal.App.5th 840, 860-861; see also, RN Solution, Inc. v. Catholic Healthcare West (2008) 165 Cal.App.4th 1511, 1520 [finding corporate officer who signed an arbitration agreement only in her official capacity “benefitted financially and professionally” from the agreement as alleged in her complaint and was thus bound by the arbitration agreement as a third-party beneficiary].)

Here, there is insufficient evidence presented showing Plaintiff personally benefited from the Engagement Agreement. First, Plaintiff did not sign or negotiate the Engagement Agreement. (Daneshmand

Decl., ¶ 5.) Second, as shown by the allegations in the Complaint, Plaintiff was actually harmed by the Stock Redemption Agreement drafted by Bolduc in that the Stock Redemption Agreement was the instrument which allegedly stripped Plaintiff of his ownership rights in Shield. Bolduc fails to show how, under these circumstances, it can be said Plaintiff personally benefitted from the Engagement Agreement. Furthermore, mere incidental benefit to Plaintiff, as an owner and officer of Shield, is insufficient. Acceptance of such position “would be tantamount to a conclusion that every officer who signs a contract in his representative capacity is a third party beneficiary of that contract,” which is not the law. (See Benasra v. Marciano (2001) 92 Cal.App.4th 987, 992.)

Based on the foregoing, the motion is DENIED.

Counsel for Plaintiff shall give notice. 10 Tarakji v. O/C Secure One Capital Corp. 11 Baldwin v. Before the Court at present are the Demurrer and Motion to Strike Hyundai Motor filed on 12/23/25 by Defendant Hyundai Motor America America (“Defendant”), as to the First Amended Complaint (“FAC”) filed by Plaintiffs Catherine Baldwin and Terry Baldwin (“Plaintiffs”) on 11/25/25.

The Demurrer is SUSTAINED on the Fourth and Fifth Causes of Action (each a “COA”) with 20 days leave to amend, but otherwise OVERRULED.

The Court does not find the six-year statute of repose under § 871.21(b) to apply here. “[A] statute shortening the period of limitations cannot be applied retroactively to wipe out an accrued cause of action that is not barred by the then applicable statute of limitations” (Niagara Fire Ins. Co. v. Cole (1965) 235 Cal.App.2d 40, 43.) Thus, “retrospective application of a shortened limitations period is permissible provided the party has a reasonable time to avail himself of his remedy before the statue cuts off his right.” (Aronson v.

Superior Court (1987) 191 Cal.App.3d 294, 297–298.) The statute of limitations and repose embodied in § 871.21 became effective on January 1, 2025. By that time, almost six years had elapsed since Plaintiffs’ purchase of the vehicle “on or around” 4/10/19. (FAC ¶ 6.) Plaintiffs’ rights would have been almost immediately cut off if § 871.21 were applied in this context. The Demurrer as to COAs 1-4 on that basis is OVERRULED.

However, Defendant has also demurred to COA 4 based on Comm. Code §2725. The statute of limitations for an implied warranty claim is four years pursuant to Comm. Code § 2725. (Mexia v. Rinker Boat Co., Inc. (2009) 174 Cal.App.4th 1297, 1306.) Plaintiffs assert that tolling applies here as they did not discover the “latent defects” at issue until “shortly before filing the Complaint” as they had “continued to experience symptoms of the Vehicle’s defects after Defendant’s unsuccessful attempts to repair it and or representations the Vehicle was working as designed.” (FAC ¶¶ 26,