Naeim Zamani Mahfroujaki v. Zoom, Inc.

34-2023-00333705-CU-BC-GDS: Naeim Zamani Mahfroujaki, individually, and as a derivative action vs. Zoom, Inc., a California corporation 04/15/2026 Hearing on Motion to Quash Subpoena in Department 8D

Once the form is signed it must be filed with the clerk. If a litigant has been granted a fee waiver and requests a court reporter, the party must submit a Request for Court Reporter by a Party with a Fee Waiver (CV/E-211) and it must be filed with the clerk at least 10 days prior to the hearing or at the time the proceeding is scheduled if less than 10 days away. Once approved, the clerk will be forward the form to the Court Reporter’s Office and an official reporter will be provided

***NOTICE: EFFECTIVE APRIL 13, 2026, THIS DEPARTMENT HAS MOVED TO THE TANI G. CANTIL-SAKAUYE COURTHOUSE LOCATED AT 500 G. ST. SACRAMENTO, CA. ALL MOTIONS NOTICED FOR DEPARTMENT 25 WILL BE HEARD IN DEPARTMENT 8D OF THE NEW COURTHOUSE. ALL PAPERS FOR THIS DEPARTMENT MUST BE FILED AT THIS NEW LOCATION AND WILL NOT BE ACCEPTED AT THE HALL OF JUSTICE. ALL HEARINGS WILL TAKE PLACE AT THIS NEW LOCATION***

Nonparty movant Hooshang Mehrshahi’s (“Movant”) motion to quash and/or motion for protective order regarding defendant and cross-complainant Armani Financial Group, Inc.’s (“Cross-Complainant” or “Armani”) deposition subpoena for personal appearance and production of documents and things is rule on herein. Factual background This action arises out of an individual shareholder derivative action by plaintiff Naeim Zamani Mahfroujaki (“Plaintiff”) against Armani, co-defendants Zoom, Inc. (“Zoom”) and 3D Investment Group, LLC (“3D”), and others.

As alleged in his verified Second Amended Complaint (“2AC”) filed on August 31, 2023, Plaintiff is a 50-percent shareholder of Zoom and 50-percent shareholder of 3D with co-defendant Seyedmohammed Caranizadeh (“Caranizadeh”). (2AC, 5:24-25, 6:7-8.) 3D owned the real property at 2305 Fulton Avenue in Sacramento (“Subject Property”), where Zoom operated a business of buying and selling motor vehicles. (Id. at 5:23-24, 6:5-6.) Plaintiff alleges that, without Plaintiff’s authorization, Caranizadeh entered into a 5-year lease with Cross-Complainant for the lease of the Subject Property and Caranizadeh also entered into a “Bulk Purchase Agreement” with Cross-Complainant for the purchase of the majority of Zoom’s car inventory. (Id. at 3:20-25, 4:1-5.)

The 2AC alleges nine causes of action, including breach of fiduciary duty and loyalty against Caranizadeh as well as injunctive relief, declaratory relief, and trespass against Cross-Complainant. Cross-Complainant filed its verified Cross-Complaint on February 23, 2023, alleging five causes of action against Plaintiff and Ali Zamani Mahfroujaki (collectively, “Cross-Defendants”), including intentional interference with contract, intentional interference with economic relations,

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

34-2023-00333705-CU-BC-GDS: Naeim Zamani Mahfroujaki, individually, and as a derivative action vs. Zoom, Inc., a California corporation 04/15/2026 Hearing on Motion to Quash Subpoena in Department 8D

unfair business practices, conversion, and trespass. On April 25, 2023, this Court granted Cross- Complainant’s motion for preliminary injunction, which prohibited Cross-Defendants (as well as their agents, assigns, partners, employees, and any individual or entity acting in concert with them) from blocking access to the Subject Property, removing or destroying any property belonging to Cross-Complainant, harassing or threatening any person at the Subject Property, operating its own auto dealership business at the Subject Property, and trespassing on the Subject Property. (Cross Complainant’s RJN, Exhibit B.)

On November 21, 2024, Plaintiff filed his own Cross-Complaint against Cross-Complainant and others, asserting seven causes of action. 3D subsequently entered bankruptcy proceedings. On October 29, 2025, the United States Bankruptcy Court for the Eastern District of California held an open bidding for the sale of the Subject Property. Movant submitted the highest bid to purchase the Subject Property and the Bankruptcy Court approved the sale of the Subject Property to Movant. (See Shekarlab Decl., Exhibit A.)

Prior to the auction, Cross-Complainant had assigned its purported right of first refusal to Heris Group, Inc., which declined to match Movant’s winning bid. (Id. at ¶ 3.) The Bankruptcy Court afforded the parties to examine Movant after the Trustee completed questions, but Cross-Complainant did not cross-examine Movant. (Id. at ¶ 4.) On November 11, 2025, Cross-Complainant served a subpoena on Movant which seeks: 1. Any COMMUNICATIONS between [Movant] and any individual or entity regarding purchase of [the Subject Property].

2. Any COMMUNICATIONS between [Movant] and any individual or entity relating to any intent to bid on purchase of [the Subject Property]. Any COMMUNICATIONS between [Movant] and any individual or entity relating to the [3D] bankruptcy proceedings.

3. Any COMMUNICATIONS between [Movant] and [Plaintiff] from January 1, 2025, to present.

4. Any COMMUNICATIONS between [Movant] and [Plaintiff] from January 1, 2025, to present.

5. Any DOCUMENTS evidencing any transfer of funds or property from [Plaintiff], or anyone acting on behalf of [Plaintiff], to [Movant] from January 1, 2025, to present.

6. Any DOCUMENTS relating to any agreement [Movant] have with [Plaintiff] relating to [the Subject Property].

7. Any non-privileged COMMUNICATIONS between [Movant] and Parham Shekarlab relating to [the Subject Property].

8. Any DOCUMENTS relating to any business transactions between [Movant] and

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

34-2023-00333705-CU-BC-GDS: Naeim Zamani Mahfroujaki, individually, and as a derivative action vs. Zoom, Inc., a California corporation 04/15/2026 Hearing on Motion to Quash Subpoena in Department 8D

Parham Shekarlab.

9. Any DOCUMENTS relating to any due diligence [Movant] did in relation to offering to purchase [the Subject Property], including but not limited to any inspections.

10. Any DOCUMENTS relating to [Movant]R intent with regard to operation of [the Subject Property].

11. Any DOCUMENTS supporting the contention that [Cross-Complainant’s] lease for [the Subject Property] is invalid.

12. Any DOCUMENTS supporting the contention that [Cross-Complainant] breached its lease for [the Subject Property].

Movant moves to quash the to the subpoena on the grounds that he is a nonparty to the present litigation, is a good-faith purchaser of the Subject Property pursuant to the Bankruptcy Court’s approval of the sale, and that the subpoena is an attempt to undermine the sale of the Subject Property to him. Movant argues that, because Cross-Complainant’s counsel failed to crossexamine Movant at the bankruptcy sale proceedings, Cross-Complainant has effectively waived any opportunity to obtain discovery regarding the bankruptcy sale of the Subject Property.

Movant next moves to quash the subpoena on jurisdictional grounds, arguing that the subpoena and demand for production are improperly before this Court because the sale of the Subject Property falls exclusively within the jurisdiction of the Bankruptcy Court for the Eastern District of California. Movant further objects on the grounds that Cross-Complainant lacks standing to issue the subpoena because, as a tenant of the Subject Property, Cross-Complainant is not a real party in interest with respect to the sale of the Subject Property.

Movant also moves to quash the subpoena on the grounds that it invades his privacy as provided under the California Constitution, arguing that he has both a legally protected privacy interest and a reasonable expectation of privacy in his business and financial affairs. Movant also argues that the subpoena improperly seeks discovery of his trade secrets, including confidential business plans and strategic intentions for the operation of the Subject Property. Movant further moves to quash on the grounds the subpoena violates the attorney-client privilege, his counsel’s duty of confidentiality, and attorney work product doctrine, and that any documents, testimony, and information made between Movant and his counsel with respect to the Bankruptcy Court sale are protected thereunder.

Movant lastly moves to quash on the grounds the subpoena is also overbroad, oppressive, and is disproportionate and irrelevant to the litigation between Plaintiff and Cross-Complainant.

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

34-2023-00333705-CU-BC-GDS: Naeim Zamani Mahfroujaki, individually, and as a derivative action vs. Zoom, Inc., a California corporation 04/15/2026 Hearing on Motion to Quash Subpoena in Department 8D

Movant argues that he is not named in any pleading and has no knowledge whatsoever of the underlying dispute, and that Cross-Complainant has failed to establish any connection between Movant and the present litigation. Movant requests sanctions in the amount of $6,135 pursuant to Code of Civil Procedure sections 2023.030, subdivision (a), 1987.2, subdivision (a), and 2031.060, subdivision (h), arguing that Cross-Complainant’s subpoena was an intentional attempt to cause unwarranted annoyance, embarrassment, oppression, or undue burden and expense.

In opposition, Cross-Complainant argues that request for production is relevant to the action between Cross-Complainant and Plaintiff because Movant, as the new owner of the Subject Property, potentially possesses information related to the underlying dispute concerning the Subject Property. This includes whether Movant has proper grounds to evict Cross-Complainant from the Subject Property, whether Movant is acting as an agent or co-conspirator of Plaintiff’s in furthering Plaintiff’s goal of removing Cross-Complainant from the Property, and whether Movant has any information that would support Plaintiff’s action against Cross-Complainant.

Cross-Complainant insists, and states it is willing to stipulate, that it has no intention of challenging the Bankruptcy Sale of the subject property to Movant. Cross-Complainant further argues that Movant has failed to show how the information sought is unduly burdensome, and that Movant has failed to show the work that would be required to determine if there is an unjust burden imposed. Cross-Complainant also argues that Movant’s blanket assertion of privilege is improper, as Movant has not identified any specific documents protected by privilege and has not produced a privilege log.

Cross-Complainant argues it is not seeking any privileged information from Movant and that it has offered to discuss the limitation of certain document categories if warranted, but that Movant ignored such an offer. Cross-Complainant seeks attorney’s fees and costs in opposing the motion, pursuant to Code of Civil Procedure section 1987.2.

Legal Standard

Nonparty discovery is generally carried on through depositions. (Code Civ. Proc., § 2020.010.) A deposition subpoena may command the production of business records for copying. (Code Civ. Proc., § 2020.020.) Either the subpoenaed witness or any party to an action can challenge a deposition subpoena. (Code Civ. Proc., § 1987.1, subd. (b).) A court “may make an order quashing the subpoena entirely, modifying it, or directing compliance with it upon those terms and conditions as the court shall declare, including protective orders. In addition, the court may

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

34-2023-00333705-CU-BC-GDS: Naeim Zamani Mahfroujaki, individually, and as a derivative action vs. Zoom, Inc., a California corporation 04/15/2026 Hearing on Motion to Quash Subpoena in Department 8D

make any other order as may be appropriate to protect the person from unreasonable or oppressive demands, including unreasonable violations of the right of privacy of the person.” (Code Civ. Proc., § 1987.1, subd. (a).) “The court shall limit the scope of discovery if it determines that the burden, expense, or intrusiveness of that discovery clearly outweighs the likelihood that the information sought will lead to the discovery of admissible evidence. The court may make this determination pursuant to a motion for protective order by a party or other affected person.” (Code Civ.

Proc., § 2017.020, subd. (a).) “The court shall limit the frequency or extent of discovery of electronically stored information, even from a source that is readily accessible, if the court determines that any of the following conditions exists: (2) The discovery sought is unreasonably cumulative or duplicative.” (Code Civ. Proc., § 2031.310, subd. (g)(2).)

Discussion

Nonparty discovery, standing, and jurisdiction Movant moves to quash on the grounds that he is a nonparty to the litigation and is not named in any of the pleadings. The Court rejects this argument, as the Code of Civil Procedure unequivocally provides for nonparty discovery. (See Code of Civ. Proc. §§ 2020.010, et seq.) Movant’s arguments challenging Cross-Complainant’s standing are likewise rejected, as Cross- Complainant is undisputedly a party to this action and therefore may proceed through the discovery process.

The Court also rejects Movant’s argument that discovery of any documents related to the sale of the Subject Property is within the exclusive jurisdiction of the Bankruptcy Court, as any party may obtain discovery regarding any nonprivileged matter relevant to the subject matter involved in the pending action and is reasonably calculated to lead to the discovery of admissible evidence. (See Code Civ. Proc., § 2017.010; see Emerson Electric Co. v. Superior Court (1997) 16 Cal.4th 1101, 1107.) The Subject Property is undisputedly within the subject matter of the instant action, and Movant has cited no document or authority that explicitly prohibits discovery of the bankruptcy sale of the Subject Property.

Therefore, the motion to quash is DENIED on these grounds. Overbreadth and undue burden Movant next argues, citing Calcor Space Facility v. Superior Court (1997) 53 Cal.App.4th 216 (hereafter “Calcor”), that the subpoena is overbroad and oppressive, requests documents irrelevant to the present litigation, and that each and every request asks for “everything in [Movant’s] possession.” This argument is not persuasive. First, Movant’s reliance on Calcor is misplaced. In that case, the Court of Appeal noted that litigants had begun using demands for the

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

34-2023-00333705-CU-BC-GDS: Naeim Zamani Mahfroujaki, individually, and as a derivative action vs. Zoom, Inc., a California corporation 04/15/2026 Hearing on Motion to Quash Subpoena in Department 8D

production of documents, both to parties and nonparties, “as devices to determine whether documents exist.” (Id. at 222.) Calcor involved a contractual dispute over the manufacture of trainable gun mount systems. The subpoena at issue consisted of 32 separate requests prefaced by six pages of definitions and instructions, which the court found to be “particularly obnoxious.” (Id. at 223.) Indeed, the court found that the subpoena “might as well be condensed into a single sentence: Produce everything in your possession which in any way relates to gun mounts.” (Id. at p. 222.)

The subpoena at issue has approximately twelve requests and most, if not all, relate to Movant’s acquisition and/or intended use of the subject property. As such, the timeframes of the requests either relate back to the sale of the Subject Property to Movant in or around October 2025 (Request Nos. 1-2, 6-7, 9-12), or as early as January 1, 2025 (Request Nos. 3-5). Accordingly, the Court finds Movant has not shown the requests are overbroad or impose an undue burden. However, Request No. 8 seeks “[a]ny documents relating to any business transactions between [Movant] and Parham Shekarlab.” Cross-Complainant has indicated it is seeking such records because Parham Sherkalab (“Sherkalab”) was the attorney of record for Movant during the bankruptcy sale of the Subject Property (and serves as Movant’s attorney in bringing the present motion) and is also the attorney for Plaintiff. (Opp., 2:17.)

Unlike the other requests, Request No. 8 does not specify a timeframe for the requested documents and does not specifically relate to the sale of the Subject Property, such that the Court questions the relevance of the documents sought by Cross-Complainant under this request. Furthermore, to the extent Cross-Complainant seeks non-privileged documents relating to Movant’s communications with Sherkalab or any other party regarding the sale of the Subject Property, such documents are already covered by Requests 1, 2, 6, 7, and 9.

Therefore, the Court finds Request No. 8 to be overbroad and duplicative of other requests, such that the motion to quash is GRANTED as to Request No.

8. Privacy The right to privacy provided for in Cal. Const, art. I, § 1 may be invoked by a litigant as justification for refusal to answer questions or respond to requests for information that unreasonably intrude on that right. A party asserting a privacy claim has the burden of establishing each element specifically: (1) a legally protected privacy interest; (2) a reasonable expectation of privacy; and (3) serious invasion of the privacy interest. (See, e.g. Hill v. National Collegiate Athletic Assn. (1994) 7 Cal. 4th 1.) “Personal financial information comes within the zone of privacy protected by article I, section I of the California Constitution.” (Moskowitz v.

Superior Court. (1982) 137 Cal.App.3 313, 315.) The party seeking discovery of the subject information may prevail by negating any of these three elements or by pleading and proving that the invasion of privacy is justified because it substantively furthers one or more countervailing

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

34-2023-00333705-CU-BC-GDS: Naeim Zamani Mahfroujaki, individually, and as a derivative action vs. Zoom, Inc., a California corporation 04/15/2026 Hearing on Motion to Quash Subpoena in Department 8D

interests. (Hill v. National Collegiate Athletic Assn. supra, 7 Cal. 4th 1 at p. 40.) The party asserting a privacy invasion may then rebut the assertion of countervailing interests by showing that there are feasible and effective alternatives to obtain the information that have a lesser impact on their privacy interests. (Ibid.) “‘In determining whether disclosure is required, the court must indulge in a “careful balancing” of the right of a civil litigant to discover relevant facts, on the one hand, and the right of the third parties to maintain reasonable privacy regarding their sensitive personal affairs, on the other. [Citation.]’” (SCC Acquisitions, Inc. v.

Superior Court (2015) 243 Cal.App.4th 741, 755.) Here, Movant objects to Requests 1-10 on the grounds of his own and third parties’ right to financial privacy, as the requests relate to Movant’s business affairs and finances. However, although Movant has a legally protected privacy interest in his financial affairs, Cross- Complainant’s proffered interest for disclosure outweighs Movant’s right to privacy in this case. Apart from Request 8 for which the Court has granted the present motion above, Plaintiff’s requests are relevant to Movant’s acquisition and use of the Subject Property (including potential coordination with or action by Plaintiff), which is at the center of the present action.

As stated above, the date range for the requests are not overly broad and either date back to in or around October 2025 or January 1, 2025. Accordingly, Cross-Complainant’s motion to quash on grounds of privacy is DENIED. However, a stipulated protective order will lessen Movant’s privacy concerns. If the parties would like to enter into a stipulated protective order regarding the handling of potentially confidential or sensitive information, they shall meet and confer regarding a stipulated protective order and submit one for the Court's entry as soon as practicable.

Attorney-client privilege and attorney work product doctrine Movant has the initial burden to establish a prima facie claim of privilege as to the documents Cross-Complainant seeks. (See Lipton v. Superior Court (1996) 48 Cal.App.4th 1599, 1619.) The attorney-client privilege permits a client to refuse to disclose information and confidential communications transmitted between the client and a lawyer during the course of the lawyerclient relationship. If an objection is based on a claim of privilege, the particular privilege invoked shall be stated. (Code Civ.

Proc., § 2031.240, subd. (b)(2).) If an objection is based on a claim that the information sought is protected work product, that claim shall be expressly asserted. (Ibid.) If an objection is based on a claim of privilege or a claim that the information sought is protected work product, the response shall provide sufficient factual information for other parties to evaluate the merits of that claim, including, if necessary, a privilege log. (Code Civ. Proc., § 2031.240, subd. (c)(1).) The moving party claiming the attorney-client privilege

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

34-2023-00333705-CU-BC-GDS: Naeim Zamani Mahfroujaki, individually, and as a derivative action vs. Zoom, Inc., a California corporation 04/15/2026 Hearing on Motion to Quash Subpoena in Department 8D

(here, Movant) “has the burden of establishing the preliminary facts necessary to support its exercise, i.e., a communication made in the course of an attorney-client relationship.” (Costco Wholesale Corp. v. Superior Court (2009) 47 Cal.4th 725, 733.) Here, Cross-Complainant objects to and moves to quash Request Nos. 1, 2, 6, 8, 9, and 10 on the grounds that Shekarlab is Movant’s attorney in this matter and also represented him in the bankruptcy sale of the Subject Property, such that any communications between Movant and Shekarlab are privileged under the attorney-client privilege and attorney word product doctrine.

However, it is not sufficiently clear what specific documents have been requested but are being withheld by Movant based on these asserted privileges. Movant’s blanket assertion that all information sought is covered by these privileges does not satisfy his burden in establishing the preliminary facts necessary to support such a broad exercise of such. While Movant’s communications with his attorney were made in the course of an attorney-client relationship, the subpoena asks for “any documents” and “any communications” regarding certain matters.

Thus, it appears some of the information sought is not protected by the attorney-client privilege or attorney work product doctrine. Because Cross-Complainant fails to identify any specific documents and communications that fall within the attorney-client privilege or work product doctrine, the Court is unable make rulings on a granular level as to the application of these privileges as to any particular document. Accordingly, Movant may not assert a blanket objection to Request Nos. 1, 2, 6, 8, 9, and 10 on this basis, because not all of the information requested therein is apparently covered by these privileges, and because Movant has identified no specific documents or communications covered thereunder.

For this reason, Movant’s motion to quash is DENIED. Although Cross-Complainant’s subpoena may ultimately be found to encompass documents which are protected by the attorney-client privilege and/or the attorney work product doctrine, this alone is not a proper basis on which to quash or modify the subpoena. Instead, to the extent Movant contends responsive documents are protected from disclosure, Movant may assert an objection and shall provide a privilege log identifying each and every document responsive to the requests which has been withheld from production on account of the attorney-client privilege and/or the attorney work product Sanctions and attorney’s fees As the Court denies Movant’s motion to quash as to Requests 1-7 and 9-12, it denies Movant’s request for sanctions.

The Court likewise denies Cross-Complainant’s requests for attorney’s fees.

Disposition

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

34-2023-00333705-CU-BC-GDS: Naeim Zamani Mahfroujaki, individually, and as a derivative action vs. Zoom, Inc., a California corporation 04/15/2026 Hearing on Motion to Quash Subpoena in Department 8D

Movant’s motion to quash deposition subpoena for personal appearance and production of documents and things is GRANTED as to Request No. 8 described as “Any DOCUMENTS relating to any business transactions between [Movant] and Parham Shekarlab.” Movant’s motion is otherwise DENIED. The parties shall meet and confer forthwith regarding a stipulated protective order. Movant’s and Cross-Complainant’s unopposed requests for judicial notice are also GRANTED for the limited purposes permitted for judicial notice. (See Johnson & Johnson v.

Superior Court (2011) 192 Cal.App.4th 757, 768 [court may take judicial notice of the existence of court documents but not to the truth of the statements contained therein].) Movant’s request for sanctions and Cross-Complainant’s request for attorney’s fees are DENIED. This minute order is effective immediately. No formal order or other notice is required. (Code Civ. Proc., 1019.5; Cal. Rules of Court, rule 3.1312.)