Ilan Rubin, et al. v. Brandi Booth, et al.

the brand. (Compl. ¶ 10.) After Berman died on January 9, 2023, Rubin attempted to organize Q Drum I’s affairs, including debts owed to the government and third parties. (Compl. ¶ 11.) Plaintiffs allege that Defendant Brandi Booth, Berman’s girlfriend, had no ownership, employment, or agency relationship with Q Drum I, but nevertheless removed nearly finished product, raw materials, tools, financial documents, and refused to provide social-media credentials. (Compl. ¶ 12.) Plaintiffs further allege Booth terminated Q Drum I’s shop lease without notice to Rubin and represented to others that she could stand in for Berman and act for Q Drum I. (Compl. ¶ 12.)

The complaint also alleges that, while probate issues remained pending and before any estate administrator had been appointed, Booth filed a Certificate of Cancellation with the Secretary of State on or about September 30, 2024, terminating Q Drum I. (Compl. ¶ 18.) In that filing, Booth represented under penalty of perjury that the dissolution was approved by “ALL” members of the LLC. (Compl. ¶ 18 & Ex. A.) Plaintiffs allege that statement was false because Booth had no authority to terminate Q Drum I, no member vote occurred, and no notice was given to Rubin or Elitist Enterprises. (Compl. ¶¶ 18, 21-23.)

Two weeks later, on October 14, 2024, Booth allegedly formed a new entity with the same name, Q Drum Co., LLC (Q Drum II), and listed herself as manager or member. (Compl. ¶ 19.) Now before the Court is Defendant Brandi Booth’s motion for leave to file a crosscomplaint under Code of Civil Procedure sections 426.50 and 428.50(c) against Plaintiffs Rubin and Elitist Enterprises, and a previously unnamed party Roger Ko. Plaintiffs oppose. No reply papers were filed. The Court also notes that Booth’s proposed cross-complaint that is attached to the motion does not conform to Code of Civil Procedure section 422.40 and California Rules of Court, rule 2.111(4) as it relates to captioning the cross-complaint.

The caption to a cross-complaint must identify both the original parties and the parties to the cross-complaint.

DISCUSSION

Legal Standard A defendant shall file a cross-complaint against any party who filed a complaint or crosscomplaint against him before or at the same time as the answer to the complaint or cross-complaint. (Code Civ. Proc., § 428.50, subd. (a).) Any other cross-complaint may be filed at any time before the trial date is set. (Code Civ. Proc., § 428.50, subd. (b); Loney v. Superior Court (1984) 160 Cal.App.3d 719, 722-723 [noting that the assignment of the first trial date, even if vacated later, is the logical point to cut off the right to file cross-complaints without permission of the court].)

Compulsory cross-complaints are governed by Code of Civil Procedure section 426.10, et seq. Compulsory cross-complaints arise when a named defendant has a related cause of action against the plaintiff. (Code Civ. Proc., §§ 426.10, subd. (c), 426.30, subd. (a).) A related cause of action means a cause of action that “arises out of the same transaction, occurrence, or series of transactions or occurrences” as the complaint. (Code Civ. Proc., § 426.10, subd. (c).) A cause of action arises out of the “same transactions or occurrences” if the factual or legal issues are logically related. (Align Technology, Inc. v.

Tran (2009) 179 Cal.App.4th 949, 965 (Align Technology) [“[T]he ‘logical relationship’ inquiry is the preferred approach in ascertaining whether a claim arises out of the same transaction or occurrence so that it constitutes a compulsory counterclaim....”].) To be considered a compulsory cross-complaint, the related cause of action must have existed at the time defendant served its answer to the complaint. (Id. at p. 970.)

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A defendant who fails to file a compulsory cross-complaint before or at the time of filing an answer must apply to the court for leave to file a cross-complaint. (Code Civ. Proc., § 426.50.) Generally, the court must grant leave to file a compulsory cross-complaint whether the failure to timely file the cross-complaint was due to oversight, inadvertence, mistake, neglect, or another cause, so long as the party making the motion has not acted in bad faith or no substantial prejudice to the adverse party is shown. (Silver Organizations Ltd. v.

Frank (1990) 217 Cal.App.3d 94, 98- 100; Code Civ. Proc., § 426.50.) Judges must liberally construe the provisions of Code of Civil Procedure section 426.50 to avoid forfeiture of causes of action. A strong showing of bad faith is required to support an order denying leave to file a compulsory cross-complaint. (Foot’s Transfer & Storage Co. v Superior Court (1980) 114 Cal.App.3d 897, 902-903 (Foot’s Transfer & Storage).) A cross-complaint that is not compulsory is permissive. (ZF Micro Devices, Inc. v.

TAT Capital Partners, Ltd. (2016) 5 Cal.App.5th 69, 84.) There are no compulsory cross-complaints against parties other than plaintiff. (Weil & Brown, Calif. Prac. Guide: Civil Proc. Before Trial (2025) § 6:524.) Cross-complaints filed against co-defendants or third parties not yet involved in the action are always “permissive.” (Insurance Co. of North America v. Liberty Mutual Ins. Co. (1982) 128 Cal.App.3d 297, 303.) In addition, as long as there is one permissible “related” cause of action in the cross-complaint, a defendant can join all persons as cross-defendant or crosscomplainants whose joinder would be permissible under rules governing joinder of parties. (Code Civ.

Proc., §§ 378, 379, 428.20.) A defendant must file a permissive cross-complaint against the plaintiff (i.e., not related to the events at issue in the complaint) at the time the defendant files an answer to the complaint. (Code Civ. Proc., § 428.50, subd. (a).) All other permissive cross-complaints may be filed at any time before the first trial date is set. (Code Civ. Proc., § 428.50, subd. (b).) When a permissive cross-complaint is not filed within these time frames, leave of court is required. (Code Civ.

Proc., § 428.50, subd. (c).) With respect to a permissive cross-complaint, “leave may be granted in the interest of justice at any time during the course of the action.” (Code Civ. Proc., § 428.50, subd. (c).)

Analysis

Defendant Booth moves for leave to file a cross-complaint under Code of Civil Procedure sections 426.50 and 428.50(c), against Ruben, Elitist Enterprises, and non-party Roger Ko. Booth contends the proposed claims arise from the same transactions and occurrences alleged in the complaint and should be adjudicated in this action to avoid duplicative litigation. Booth argues her current counsel was recently retained, reviewed the pleadings and factual record, and promptly identified both compulsory and permissive cross-claims.

The proposed crosscomplaint alleges that Booth is Berman’s executor, sole beneficiary, and successor to Berman’s 51 percent majority interest in Q Drum I through Standard Fabrication. (Proposed XC ¶¶ 1, 12.) She further alleges that Rubin and Elitist Enterprises breached fiduciary and contractual duties by asserting control over Q Drum I and estate assets, restricting Booth’s access to company information, liquidating property without accounting, manipulating financial records, and interfering with estate administration. (Proposed XC ¶¶ 13, 15-18, 20-23.)

Booth also seeks to assert unjust enrichment and fraud/conspiracy claims against Rubin, Elitist Enterprises, and Roger Ko. (Proposed XC ¶¶ 24-30.) The proposed cross-complaint generally alleges that Ko “acted in concert” with Rubin and participated in alleged efforts to interfere with Booth’s authority and control over Q Drum I assets. (Proposed XC ¶¶ 4, 27-29.)

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1. The Claims Against Rubin and Elitist Enterprises Are Sufficiently Related to Be Treated as Compulsory The proposed claims against Rubin and Elitist Enterprises are sufficiently related to the complaint to be treated as compulsory claims. Plaintiffs’ complaint alleges Booth improperly interfered with Q Drum I after Berman’s death by removing company assets, terminating the lease, withholding company credentials, dissolving Q Drum I without authority, and forming a competing entity using the same name. (Compl. ¶¶ 12-19.)

Booth’s proposed cross-complaint alleges the converse narrative: that Rubin and Elitist Enterprises improperly seized control of Q Drum I and estate assets, interfered with Booth’s authority as executor and successor to the majority ownership interest, manipulated company finances, withheld records, and improperly controlled company property after Berman’s death. (Proposed XC ¶¶ 13-23.) Both pleadings concern the same core dispute regarding ownership, authority, management rights, company assets, and post-death conduct involving Q Drum I.

Resolution of one side’s claims will necessarily overlap substantially with the other. Plaintiffs argue that Booth delayed unreasonably because she has had multiple attorneys involved since 2023 (Ardalan Decl. ¶ 1) and already alleged similar misconduct theories in her February 2025 answer. Although Plaintiffs characterize the delay as tactical and in bad faith, the present record does not demonstrate the type of bad-faith showing required to deny leave under section 426.50. Booth’s delay and shifting counsel history may undermine the persuasiveness of her explanation, but they do not alone establish that the motion was brought solely for tactical harassment or delay.

Under section 426.50, delay alone generally is insufficient to deny leave absent a stronger showing of bad faith or substantial prejudice. (Foot’s Transfer & Storage Co. v. Superior Court (1980) 114 Cal.App.3d 897, 903-904.) Actual bad faith must be demonstrated. Plaintiffs have not demonstrated substantial prejudice as to the claims against Rubin and Elitist Enterprises. Those parties have been litigating the underlying Q Drum I and II dispute since inception, discovery remains ongoing, and trial is not scheduled until April 2027.

The proposed claims substantially overlap with issues already at the center of the litigation, making it more efficient to resolve them in this action rather than through separate litigation. Plaintiffs also argue the proposed claims are futile because Booth lacks standing and because Standard Fabrication, the entity allegedly holding the 51 percent interest, is suspended by the Franchise Tax Board and Secretary of State. (Ardalan Decl., Exhs. B-C.) The proposed crosscomplaint repeatedly alleges Standard Fabrication held the majority ownership interest, while Booth individually seeks to assert fiduciary-duty and contract claims arising from that interest. (Proposed XC ¶¶ 9-23.)

Plaintiffs also argue Booth’s theory is internally inconsistent because Booth herself allegedly terminated Q Drum I in September 2024, and a cancelled LLC thereafter ceased owing continuing fiduciary or contractual duties. While that argument may ultimately limit or defeat some of the proposed claims, it presents a merits-based challenge more appropriately addressed through other motions, not whether leave should be granted in the first instance. Accordingly, leave should be granted as to the proposed claims against Rubin and Elitist.

2. The Proposed Claims Against Roger Ko Are Permissive The proposed claims against Roger Ko stand on different footing. Ko is not currently a party to the action, and the motion does not explain who Ko is, his role in Q Drum I, or why he could not have been added earlier. The proposed cross-complaint merely alleges, in conclusory fashion, that Ko “acted in concert” with Rubin and participated in alleged efforts to undermine Booth’s authority and conceal information. (Proposed XC ¶¶ 4, 27-29.)

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Because Ko is not previously named, the claims against him are permissive. Trial is set for April 12, 2027; therefore, the Court’s permission is needed. (Code Civ. Proc., § 428.50, subd. (b) and (c).) The decision to grant permission to file a permissive cross-complaint rests within the sound discretion of the trial court. (Orient Handel v. United States Fid. & Guar. Co. (1987) 192 Cal.App.3d 684, 701.) Plaintiffs argue that adding Ko approximately eleven months before trial would likely require additional pleading motions, service delays, and compressed discovery.

Plaintiffs also correctly note that Ko, unlike Rubin and Elitist Enterprises, has not previously participated in the litigation and would be required to enter an already active case on an accelerated schedule. Given trial is almost a year out and leave is being granted as to compulsory claims against Plaintiffs Rubin and Elitist Enterprises, the interests of justice warrant leave also being granted to name Ko. RULING

The Court rules as follows: 1. Grants leave for Defendant Booth to file the cross-complaint; 2. Orders Defendant Booth to correct the captioning of the cross-complaint in accordance with Code of Civil Procedure section 422.40 and California Rules of Court, rule 2.111(4); 3. Orders Defendant Booth to serve all parties with a copy of the corrected cross- complaint prior to filing it.

4. Orders Defendant as the prevailing party to give formal notice of the Court’s rulings.

Dated: May 13, 2026

____________________________ Judge Nicole Quintana Winter

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