Motion for Protective Order; Motion to Disqualify Counsel
3rd, 4th, and 5th: The TAC alleges Hannah wrongfully acquired the subject Anza property and retains it despite Plaintiff’s demand she convey it back to him, as she promised. (TAC ¶¶ 86-92, 97-103.) It is alleged that Hannah continues to wrongfully detain the property and to maintain her illegal self-help scheme to get Plaintiff to voluntarily move out. (Id. ¶ 102.)
While Defendants argue that these claims cannot be alleged as causes of action, if Plaintiffs’ other causes of action are upheld, they may support imposition of a constructive trust. Alternatively, if not, unjust enrichment may potentially be found.
As to constructive trust based on fraud, Defendants argue that Plaintiff failed to allege he promptly tried to rescind the fraudulent transaction after learning of Hannah’s wrongful action. Defendants rely on Leeper v. Beltrami (1959) 53 Cal.2d 195, 214-217 as support for this argument. But, there, the Court was focused on plaintiffs’ delay in seeking rescission in the context of a statute of limitations analysis. (Id. at 211.) “Rescission, whether legal or equitable, will not be permitted unless the plaintiff acts promptly in rescinding.” (Ibid.) In Leeper, the Court found the complaint on its face, showed the plaintiff did not rescind promptly after knowledge. (Id. at 214.) Leeper is inapposite to the facts alleged here in the TAC.
The 6th cause of action in the TAC incorporates all prior allegations in the TAC. (TAC ¶ 153.) It is alleged that on 3/3/13 in Texas, Hannah fraudulently induced her parents to let her be the straw buyer to purchase a home in California, and she would hold the Deed of Trust as trustee for their benefit, and falsely stated she would deed it back to them if the decided to sell the Anza home and move back to Texas. (Id. ¶ 156.) The truth was Hannah did not intend to only be a straw buyer and did not intend to ever grant the property back to her parents. (Id. ¶¶ 157, 161.)
The Jordans relied on Hannah’s representations and arranged to purchase the Anza property. (Id. ¶¶ 158-163.) It is alleged that Hannah knew at the time she made the oral promises that her representations were false and she intended to induce her parents to use their own money and put title in only Hannah’s name. (Id. ¶¶ 164.) The Jordans relied on Hannah’s statements and were justified in doing so because she is their “lone [sic] time trusted daughter.” (Id. ¶¶ 165-167.) The TAC alleges that Plaintiff alleges he suffered and continues to suffer a great financial loss due to Hannah’s retention of the title to his property, securing an $85,000 personal loan against the property, being served with Notices to Quit, refusing to convey the property, serving him with a UD action, concealing her actual intent, etc. (Id. ¶¶ 166-182.)
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These allegations are sufficient to allege a claim of fraud in the inducement, with particularity.
2. CASE # CASE NAME HEARING NAME MOTION FOR PROTECTIVE ORDER AND MOTION TO DISQUALIFY JOHN TAYLOR VS 25859 BOWERBANK AND GARCIA RAINEY JEFFERSON AVENUE, LLC AS COUNSEL OF RECORD FOR DEFENDANT 25859 JEFFERSON AVENUE, LLC Tentative Ruling: Deny the motion to disqualify counsel for the LLC. Deny the motion for a protective order and sanctions (No IDC was requested)—all responses to be provided within 20 days. Vacate the TSC. A 7-day jury trial is scheduled for April 16, 2027. All parties must strictly comply with Local Rule 3401 and should be familiar with Reales Investment v.
Johnson (2020) 55 Cal.App.5th 463. The parties are directed to download, review, and follow the trial binder preparation pamphlet available on the court’s website. All experts shall be deposed no later than 90 days prior to the first day of trial. A Zoom MSC will be scheduled—notice will be provided by the court when it is set.
On March 10, 2026, the Court posted a tentative ruling on the above motions denying the motion to disqualify counsel for 25859 Jefferson Avenue, LLC’s (the “LLC”), John Bowerbank (“Bowerbank”); denying the motion for a protective order; and denying the LLC’s request for sanctions. At the hearing on the motions, the Court continued the hearing for supplemental briefing.
On March 30, 2026, Plaintiffs Robert Taylor and Daphne de Goutiere (“Plaintiffs”) filed a supplemental brief in support of the motion to disqualify Bowerbank, arguing that his reference to documents produced by Tae H. Lee (“Lee”) and John S. Probst (“Probst”) (together the “Individual Defendants”) in response to RFPs served by Plaintiffs on the LLC shows that Bowerbank’s loyalties are divided and he should therefore be disqualified.
The LLC filed a supplemental opposition, in which it argues that Plaintiffs have no basis for the motions because only the LLC is represented by Bowerbank.
Plaintiffs did not file a supplemental brief supporting their motion for a protective order. Therefore, nothing has changed regarding that motion, and the tentative remains the same.
Regarding the motion to disqualify, as discussed below, Plaintiffs have no past or present attorney-client relationship with counsel for the LLC, nor any confidential or fiduciary relationship with him, and therefore have no standing to bring this motion. The motion is also denied on the merits.
Plaintiffs argue that because Bowerback referred to documents produced by the Individual Defendants as also being responsive to the RFPs served on the LLC, this shows that the LLC is not independently represented, and Bowerback is, in effect, acting as joint counsel for the LLC and the Individual Defendants. (See, Supp. Brief.) They present evidence of the RFPs served on the LLC, which request the following documents: documents regarding the formation, governance, and management of the LLC; membership interests in the LLC and the value thereof; the appointment, removal, or resignation of any managers; the lease of, and collection of rent for the Property; maintenance, repairs, and/or improvements to the Property; the value and/or potential sale of the Property; the LLC’s profits and losses; and the LLC’s corporate records. [There are other RFPs to which the LLC raised only objections or stated it had no responses documents. (Fine Decl., Ex.
A, nos. 6-9, 13-19, 22, 24-28.) These RFPs are not relevant—the reference to the documents produced by the Individual Defendants only applies to the RFPs to which the LLC stated it would provide responsive documents.] However, Plaintiffs do not provide evidence of what documents the RFPs served on the Individual Defendants requested. Without that information, it is impossible to determine that the same documents are not responsive to both sets of RFPs, as Plaintiffs claim. There is also no evidence that simply referring to documents produced by the Individual Defendants creates a conflict in Bowerback’s representation of the LLC.
Plaintiffs cite to Patrick v. Alacer Corp. (2008) 167 Cal.App.4th 995, to argue that by relying on the same documents, the Individual Defendants are using their control of the LLC to shift the costs of their defense to the LLC. (Supp. Brief, p. 3:1-10.) In Patrick, the court stated: [T]he corporation, except as noted above, may not defend itself against the derivative action on the merits and must limit its defenses, if any, to the pretrial matters proper to it. Where a corporation seeks to extend its defenses beyond those areas in which it may properly conduct them, dismissal will lie against it. ... the general rule for corporate participation in a derivative action is that [u]nless the derivative action threatens rather than advances corporate interests, [the corporation] cannot participate in the defense on the merits. ...
Because the claims asserted and the relief sought in [the derivative] complaint would, if proven, advance rather than threaten the interests of the nominal defendants, the nominal defendants must remain neutral in this action. ... Allowing the nominal [corporate] defendants to defend on the merits in effect would allow [the individual defendant] to shift the cost of his defense of the derivative suit to the corporations against which he has allegedly committed tortious conduct.... [The individual defendant's] using his control of the nominal defendants to get them to defend on the merits would shift the cost of his defense to the corporations even if [the shareholder plaintiff's] claims are proven.(Id. at 1007 [internal quotations and citations omitted] [emphasis added].)
This is not just a derivative action. Instead, in the present case, the LLC is sued both as a true defendant and as a nominal defendant, and is therefore entitled to defend against Plaintiffs’ claims in the manner it sees fit.
As for Gong v. RFG Oil, Inc. (2008) 166 Cal.App.4th 209, the attorney actually represented both the closely held corporation and the majority shareholders against the minority shareholder. That is not the case here, as the Individual Defendants have completely separate counsel.
An action is derivative, in the corporate right, if the gravamen of the complaint is injury to the corporation, or to the whole body of its stock and property without any severance or distribution among individual holders, or it seeks to recover assets for the corporation or to prevent the dissipation of its assets. (PacLink Communications Intern., Inc. v. Superior Court (2001) 90 Cal. App. 4th 958, 964.) The stockholder's individual suit, on the other hand, is a suit to enforce a right against the corporation which the stockholder possesses as an individual. (Id.)
Here, Plaintiffs bring claims for involuntary dissolution of the LLC pursuant to Corporations Code § 17707.03. Corporations Code § 17707.03(a) provides that a member or manager of a limited liability company may file an action seeking a court decree dissolving a limited liability company when the events in subdivision (b) occur. Those events are: (1) it is not reasonably practicable for the business to carry on in conformity with its articles of organization or operating agreement; (2) dissolution is reasonably necessary to protect the interests and rights of the complaining members; (3) the business has been abandoned; (4) there is deadlock over management of the company; and (5) those managing the company are guilty of fraud, mismanagement, or abuse of authority. (Corporations Code § 17707.03(b).)
A claim for involuntary dissolution is an individual (not a derivative) suit against the LLC, and the LLC is entitled to defend itself against such a claim. This includes relying on the same documents that the Individual Defendants are relying on. Thus, there is no conflict in Bowerback’s representation, and no reason now to disqualify him as counsel for the LLC.