Run 2 Rescue vs. Rabinovitch

And if Plaintiff does not file and serve an amended pleading within 5 days, then Defendant SHALL file and serve an Answer to the remaining portions of the Complaint by 9/14/26.

3. Upcoming CMC

The case is not at-issue. As such, the court CONTINUES the Case Management from 8/31/26 to 11/23/26, at 10:00 am in Dept. W8.

The court also DISCHARGES the Order to Show Cause set for 8/31/26.

Plaintiff to give notice.

12 Run 2 Rescue vs. Demurrer Rabinovitch Order to Show Cause re Preliminary Injunction

1. Demurrer

The court SUSTAINS, with 20 days leave to amend, Defendants FRANK B. RABINOVITCH, KAREN LYNN RABINOVITCH, and MFTDS, INC. dba MASTER FUNDING CO.’s demur to the Complaint filed by Plaintiff RUN 2 RESCUE.

Request for Judicial Notice: The court GRANTS Defendants unopposed request to take judicial notice of certain documents related – 1) Substitution of Trustee (“SOT”) recorded on 4/24/26 and 2) a screenshot of the Orange County assessor’s online tax records for the property at issue - 752 N. Creekview Drive, Orange, CA 92869 (the “Property”).

The Complaint asserts the following eight causes of action against moving defendants: 1) violation of California Civil Code § 2934a 2) breach of contract 3) slander of title 4) cancellation of instruments 5) accounting 6) violation of

California Business & Professions Code § 6125 7) violation of the Truth in Lending Act (TILA), and 8) violation of California Business & Professions Code section § 17200.

1st C/A (violation of Civil Code, § 2934a)

The Complaint alleges that a SOT recorded on 10/22/25 is invalid under Civil Code section 2934a because it was acknowledged by a South Carolina notary public in the State of California. (Compl., ¶¶ 45-52.)

Civil Code § 2934a has a multitude of subsections, and the Complaint does not identify any particular subsection that Defendants violated. Instead, the Complaint alleges:

California Civil Code § 2934a sets forth the statutory requirements for a valid substitution of trustee, including execution and acknowledgment by the beneficiary or beneficiaries and proper recording before the substitute trustee may exercise the powers of the trustee. A substitution not executed and acknowledged in accordance with § 2934a—including a valid acknowledgment by an authorized officer within his or her territorial jurisdiction—is invalid, and any actions taken by the purported substitute trustee prior to a valid substitution and recordation are unauthorized. (Compl., ¶ 51.)

Section 2934a does not contain any provision regarding a notary public or regarding an “authorized officer within his or her territorial jurisdiction.” For this reason, the first cause of action fails to state a valid claim.

At any rate, Section 2934a(d) provides that a trustee named in a recorded SOT shall be deemed to be authorized to act as trustee from the date the SOT is executed. (Civ. Code § 2934a(d).) The first SOT was executed on 10/7/25, before the Notice of Default (“NOD”) was recorded. (Compla., Exhs. C and D.) The Complaint does not allege sufficient facts showing that MFTDS, Inc. dba Master Funding Co. (“MFTDS”) was not authorized to record the NOD or otherwise act as trustee.

Further, another SOT was recorded on 4/24/26 appointing MFTDS, Inc. as trustee. (RJN, Exh. 1.) Section 2934a(c) provides that a SOT may be recorded after a NOD has been recorded but prior to the recording of a notice of sale. (Civ. Code, § 2934a(c).) Any issue with the 2025 SOT then appears to have been rendered moot by the recordation of the 2026 SOT.

The demurrer to this cause of action is therefore SUSTAINED, with 20 days leave to amend.

2nd C/A (breach of contract)

“[T]he elements of a cause of action for breach of contract are (1) the existence of the contract, (2) plaintiff’s performance or excuse for nonperformance, (3) defendant’s breach, and (4) the resulting damages to the plaintiff.” (Oasis West Realty, LLC v. Goldman (2011) 51 Cal.4th 811, 821.)

The Complaint alleges that Defendants breached the Note by (a) failing to apply the $1 million principal “Donation” credit to reduce the principal balance as required; and (b) charging or attempting to charge interest based on an inflated principal balance, contrary to the Note’s terms. (Compl.,¶ 60, Exh. B.)

The Promissory Note attached to the Complaint states that Plaintiff promises to pay Defendants $3.3M at 3% interest. (Comp., Exh. B.)

The Note, however, states that, notwithstanding any terms to the contrary:

Lender shall, credit by way of ‘Donation’ to Borrower the sum equal to any and all amounts paid by Borrower to Lender as a Principal Payment until an amount of One Million Dollars ($1,000.000.00) has been paid by Borrower. Borrower shall issue and deliver a donation receipt to Lender for each and every Donation credit to the Principal of the Note, on a form acceptable to Lender. A Payment on the Note may be paid by Borrower to Lender by a Borrower payment,

proceeds of a refinance of the Property, a third party Principal payment to Lender on behalf of Borrower, or any payment whatsoever that reduces the Principal of the Note. Lender’s Donation obligation to the principal of the Loan shall not obligate Lender to make an additional principal payment to the Loan Balance.

It is the express intent of Borrower and Lender that Lender shall reduce and credit the Principal amount of the Note by One Million Dollars ($1,000,000.00) whether or not Lender ever receives a Principal payment from Borrower or any other person or entity during the term of this Note. If at any time the Note is paid in full, it is the express intent of Borrower and Lender that Lender shall reduce and credit the Principal amount of the Note by a sum total aggregate amount of One Million Dollars ($1,000,000.00).

Notwithstanding any terms to the contrary contained within this Note Principle payments shall be:

Mandatory Principle Percent of Mortgage Payment Principle In year 1 by January 31, 0.25 (one quarter of 1 2021 percent) In year 2 by January 31, 0.50 (one half of 1 percent) 2022 In year 3 by January 31, 0.50 one half of 1 percent) 2023 In year 4 by January 31, 0.0 (zero percent) 2024 In year 5 by January 31, 0.0 (zero percent) 2025 Years 6-30 Standard 25 year fully amortized at 3% interest Principal and Interest payments.

Civil Code section 1636 provides that a contract must be so interpreted as to give effect to the mutual intention of the

parties as it existed at the time of contracting, so far as the same is ascertainable and lawful (Civ. Code, § 1636.) That intent is determined under an objective standard. (Badie v. Bank of America (1998) 67 Cal.App.4th 779, 802, fn. 9.)

The phrase “it is the express intent of Borrower and Lender” signals intent but may not, by itself, constitute a command. While the Note states that the credit up to $1M would be applied for any principal payment, it also states that the parties intended for this credit to be applied “whether or not Lender ever receives a Principal payment from Borrower or any other person or entity.” (Compl., Exh. B.)

The Note is not ambiguous that the credit of up to $1M would be applied prior to payoff if Lender never received a principal payment. The Note did not require Defendants to credit the Loan for the full amount of $1,000.000.00 immediately after origination of the Loan or at any time prior to full payoff of the Loan. The Note requires a matching principal reduction in a particular amount if a principal payment in that amount from any source was made on the Loan.

Thus, Plaintiff’s allegations that Defendants breached the Note by failing to apply the $1M principal “donation” credit is insufficient because the Complaint does not allege anyone ever made a principal payment of $1M or that the loan was ever paid off.

Plaintiff’s claim that Defendants breached the Note by charging or attempting to charge interest based on an inflated principal balance appears to be a misinterpretation of the Note. (Compl.,¶ 60, Exh. B.)

The demurrer to this cause of action is therefore sustained, with 20 days leave to amend.

3rd C/A (slander of title)

Under California law, a claim for slander of title has four elements: (1) “a publication;” (2) “which is without privilege or justification and thus with malice, express or implied;” (3) “is false, either knowingly so or made without

regard to its truthfulness;” and (4) “causes direct and immediate pecuniary loss.” (Howard v. Schaniel (1980) 113 Cal. App. 3d 256, 263; Manhattan Loft, LLC v. Mercury Liquors, Inc. (2009) 173 Cal. App. 4th 1040, 1051.)

The Complaint alleges Defendants slandered Plaintiff’s title to the Property by recording the Notice of Default. This claim repeats and relies on Plaintiff’s allegations that Defendants did not apply the $1M principal “donation” credit. (Compl., ¶¶ 68-84.) As discussed previously, the allegations are insufficient to allege Defendants breached the Note.

“The recording of a notice of sale and notice of default are privileged. Section 2924, subdivision (d)(1), provides that ‘[t]he mailing, publication, and delivery of notices as required’ by section 2924 ‘constitute privileged communications pursuant to Section 47.’ (§ 2924, subd. (d)(1).) Section 2924 mandates the recording of both a notice of default (id., subd. (a)(1)), and a notice of sale (id., subd. (a)(3)).” (Schep v. Capital One, N.A. (2017) 12 Cal.App.5th 1331, 1336.) Further, Plaintiff does not allege sufficient facts establishing that Defendants acted with malice, as Plaintiff’s allegations that Defendants did so is apparently based on Plaintiff’s conclusion that Defendants wrongfully failed to apply the $1M principal reduction credit.

The demurrer to the third cause of action is therefore sustained, with 20 days leave to amend.

4th C/A (cancellation of instruments)

Based upon the allegations that the SOT is invalid because it was improperly notarized outside of the notary’s jurisdiction and the NOD is invalid because it was executed by an entity that was never properly substituted as trustee, Plaintiff seeks to cancel or void the SOT recorded on 10/22/25 and the NOD recorded on 10/22/25.

Civil Code section 3412 states, “[a] written instrument, in respect to which there is a reasonable apprehension that if left outstanding it may cause serious injury to a person

against whom it is void or voidable, may upon his application, be so adjudged, and ordered to be delivered up or cancelled.” (Civ. Code, § 3412.)

Plaintiff has not cited any authority establishing that the 2025 SOT is invalid because it was notarized by a South Carolina notary. At any rate, Defendants contend that any defect in the 2025 SOT was cured by the recordation of the 2026 SOT. Plaintiff does not respond to this argument, other that state that the 2026 SOT presents a factual issue.

As the cancellation claim rests entirely on the argument that MFTDS was not properly substituted as trustee, the demurrer to the fourth cause of action is sustained, with 20 days leave to amend.

5th C/A (accounting)

The Complaint alleges:

PLAINTIFF has made payments and issued donation receipts in accordance with the terms of the NOTE, but the BENEFICIARIES have failed to provide a full and accurate accounting of the amounts credited, the application of the $1,000,000.00 principal “Donation” credit, and the calculation of interest and principal balances.

PLAINTIFF has requested an accounting from the BENEFICIARIES to determine the correct amounts due and owing under the NOTE, including the proper application of payments, credits, and interest calculations, but the BENEFICIARIES have failed and refused to provide such an accounting.

(Compl., ¶¶ 101-102.)

A claim for an accounting may be brought to compel the defendant to account to the plaintiff for money or property (1) where a fiduciary relationship exists between the parties, or (2) where, even though no fiduciary relationship exists, the accounts are so complicated that an ordinary legal action demanding a fixed sum is impracticable. (Jolley v. Chase Home Finance, LLC (2013) 213 Cal.App.4th 872,

910.) The relationship between a lender and a borrower is not fiduciary in nature as a matter of law. (Nymark v. Heart Fed. Savings & Loan Assn. (1991) 231 Cal.App.3d 1089, 1093, fn.1.) Further, Plaintiff has not pleaded sufficient facts indicating that the accounts are so complicated that an ordinary legal action demanding a fixed sum is impracticable.

Additionally, “A cause of action for an accounting requires a showing that a relationship exists between the plaintiff and defendant that requires an accounting, and that some balance is due the plaintiff that can only be ascertained by an accounting.” (Teselle v. McLoughlin (2009) 173 Cal.App.4th 156, 179.)

Here, the Complaint does not sufficiently allege that an amount is due from Defendants to Plaintiff. As such, the demurrer to the fifth cause of action is sustained, with 20 days leave to amend.

6th C/A (violation of Bus. & Prof. Code, § 6125)

“No person shall practice law in California unless the person is an active licensee of the State Bar.” (Bus. & Prof. Code, § 6125.)

The Complaint alleges Steve Wheeler is a disbarred attorney and engaged in the practice of law by executing and recording the NOD, “communicating with PLAINTIFF regarding legal rights and obligations under the DOT, and representing MFTDS in foreclosure proceedings.” (Compl., ¶ 112.)

Business and Professions Code section 6125 does not create a private cause of action: “Nothing in the language of the statute or its legislative history suggests that a private cause of action is authorized under its terms.” (76 Ops.Cal.Atty.Gen. 193, p. 1 (1993); see also Bus. & Prof. Code, § 6126.5(a) [“In addition to any remedies and penalties available in any enforcement action brought in the name of the people of the State of California by the Attorney General, a district attorney, or a city attorney, acting as a public prosecutor, the court shall award relief in the enforcement action for any person who obtained

services offered or provided in violation of Section 6125 or 6126 or who purchased any goods, services, or real or personal property in connection with services offered or provided in violation of Section 6125 or 6126 against the person who violated Section 6125 or 6126, or who sold goods, services, or property in connection with that violation.”].)

As a general rule, “[i]f the Legislature intended a private right of action, that usually ends the inquiry. If the Legislature intended there be no private right of action, that usually ends the inquiry. If we determine the Legislature expressed no intent on the matter either way, directly or impliedly, there is no private right of action ..., with the possible exception that compelling reasons of public policy might require judicial recognition of such a right.” (Animal Legal Defense Fund v. Mendes (2008) 160 Cal.App.4th 136, 142.)

Moreover, Plaintiff has not cited any authority indicating that executing a notice of default or representing an entity in a nonjudicial foreclosure constitutes the practice of law.

The demurrer to the sixth cause of action is sustained, with 20 days leave to amend.

7th C/A (violation of the TILA)

The Complaint alleges Defendants violated the Truth in Lending Act (“TILA”) by “fail[ing] to provide PLAINTIFF with the required amortization schedule, payment table, or any written disclosure of how payments should be calculated or applied under the terms of the NOTE and DOT.” (Compl., ¶ 117.)

Loans obtained primarily for business purposes are not covered by TILA. (15 U.S.C. § 1603 [“This subchapter does not apply to the following: (1) Credit transactions involving extensions of credit primarily for business, commercial, or agricultural purposes, or to government or governmental agencies or instrumentalities, or to organizations.”].)

TILA’s corresponding Regulation Z reflects this understanding and exempts certain categories of

transactions. One such exemption is “[a]n extension of credit primarily for a business, commercial or agricultural purpose.” (12 C.F.R. § 226.3(a)(1).) Another exemption is “[a]n extension of credit to other than a natural person, including credit to government agencies or instrumentalities.” (12 C.F.R. § 226.3(a)(2).)

Plaintiff is an entity that apparently obtained the loan to purchase property to operate its business. (Compl., ¶¶ 1, 21.) That Plaintiff’s founders also live at the Property does not change these facts.

The demurrer to the seventh cause of action is sustained, with 20 days leave to amend.

8th C/A (violation of Bus. & Prof. Code, § 17200)

The eighth cause of action is for violation of the Unfair Competition Law (“UCL”), Business & Professions Code § 17200.

“The UCL prohibits, and provides civil remedies for, unfair competition, which it defines as ‘any unlawful, unfair or fraudulent business act or practice.’ “ (Kwikset Corp. v. Superior Court (2011) 51 Cal.4th 310, 320.) “A plaintiff may pursue a UCL action in order to obtain either (1) injunctive relief, ’the primary form of relief available under the UCL,’ or (2) restitution ’ “as may be necessary to restore to any person in interest any money or property, real or personal, which may have been acquired by means of such unfair competition.” ‘ “ (Jenkins v. JP Morgan Chase Bank (2013) 216 Cal.App.4th 497, 520, 156 Cal.Rptr.3d 912.)

Plaintiff’s UCL claim rests on the same allegations underlying Plaintiff’s other causes of action. (Complaint, ¶¶ 124-142.) As such, Plaintiff has not sufficiently alleged unlawful, fraudulent, or unfair conduct for purposes of the UCL.

The demurrer to the eighth cause of action is therefore also sustained, with 20 days leave to amend.

Defendant to give notice.

2. OSC Re Preliminary Injunction

The court DENIES Plaintiff’s motion for a preliminary injunction enjoining Defendants from conducting a trustee’s sale of the Property. The temporary restraining order is therefore DISSOLVED.

A plaintiff seeking a preliminary injunction bears the burden of presenting facts which show a reasonable probability that it will succeed on the merits (Fleishman v. Superior Court (2002) 102 Cal. App. 4th 350, 356) and that harm that would result if a preliminary injunction was not granted. (Casmalia Resources, Ltd. v. County of Santa Barbara (1987) 195 Cal. App. 3d 827, 838.) In determining whether to issue a preliminary injunction, the court should balance the equities: (1) are the plaintiffs likely to suffer greater injury from a denial of the injunction than the defendants are likely to suffer from its grant and (2) is there a reasonable probability that the plaintiff will prevail on the merits. (Teamster Local 856 v.

Priceless, LLC (2003) 112 Cal. App. 4th 1500, 1509.) These prongs are considered on a sliding scale. “[T]he more likely it is that plaintiffs will ultimately prevail, the less severe must be the harm they allege will occur if the injunction does not issue.” (Right Site Coalition v. Los Angeles Unified Sch. Dist. (2008) 160 Cal. App. 4th 336, 342.)

The plaintiff bears the burden of showing all elements necessary to support the issuance of a preliminary injunction. (O’Connell v. Superior Court (2006), 141 Cal.App.4th 1452, 1481.)

Irreparable Harm

Normally in foreclosure cases, irreparable injury is presumed. (See, e.g., Civ. Code § 3387; Friedman v. Wells Fargo Bank N.A. (C.D. Cal. Jan. 23, 2014) 2014 WL 12572928, at *2 [Real property is considered unique and “[i]n the case of a wrongful foreclosure and sale, money compensation would not provide an adequate remedy to plaintiff.”].)

Plaintiff has provided evidence that its founders, Bartley and Shannon Forsythe, live at the property along with individuals who have survived sex trafficking. (Forsythe Decl., ¶¶ 2-5.)

Defendants’ declarations also establish that they have been suffering harm as a result of Plaintiff’s failure to make a payment on the Note for over a year. They have been forced to incur high interest credit card debit to make living expenses as they relied on the income stream from this loan. (Rabinovitch Decl., ¶¶ 23-26.)

The court finds that Plaintiff has sufficiently established the element of irreparable harm.

Probability of Success

“The trial court’s determination must be guided by a ‘mix’ of the potential-merit and interim-harm factors; the greater the plaintiff’s showing on one, the less must be shown on the other to support an injunction.” (Butt v. State of California (1992) 4 Cal.4th 668, 678.) “A trial court may not grant a preliminary injunction, regardless of the balance of interim harm, unless there is some possibility that the plaintiff would ultimately prevail on the merits of the claim. (Citation omitted.)” (Id.)

In its moving papers, Plaintiff refers to a cause of action for fraudulent inducement and/or predatory lending. (ROA 42 at 7:16.) The Complaint however does not assert such a cause of action.

As discussed above, Plaintiff’s claims are negated in large part by the Note, the other exhibits attached to the Complaint, or by the judicially noticeable SOT recorded in 2026. Plaintiff has not sufficiently plead any viable cause of action.

Accordingly, the court finds that Plaintiff has not established a possibility that it will prevail on the merits of its claims.

The request for a preliminary injunction is therefore denied.

Defendants to give notice.

13 Quick Bridge Motion for Summary Judgment Funding, LLC vs. Williams The court GRANTS Plaintiff QUICK BRIDGE FUNDING, LLC’s motion for summary judgement of Plaintiff’s Complaint against Defendant JUNDI WILLIAMS.

Defendant’s Evidentiary Objections: OVERRULED

The Complaint asserts a single cause of action for breach of guaranty against a single defendant, Jundi Williams.

“[T]he elements of a cause of action for breach of contract are: (1) the existence of the contract, (2) plaintiff’s performance or excuse for nonperformance, (3) defendant’s breach, and (4) the resulting damages to the plaintiff.” (Oasis West Realty, LLC v. Goldman (2011) 51 Cal.4th 811, 821.)

Plaintiff proffers evidence supporting each of these elements. Specifically, Plaintiff proffers evidence of the following: (1) a business loan agreement that was personally guaranteed by defendant (Otero Decl., Exh. 1); (2) Plaintiff performed all of its conditions required under the agreement (Otero Decl. ¶ 9); (3) Defendant breached the agreement on or about 11/7/25 by failing to make required payments despite demand (Otero Decl. ¶ 6, Exh. 2); and (4) there is an outstanding loan balance owed to Plaintiff in the amount of $79,687.50 (Otero Decl. ¶ 8, Exh. 2).

Defendant argues that Plaintiff’s evidence is insufficient to meet its burden on summary judgment because Sandra Otero did not declare that she was a party or witness or that she had any personal knowledge of the Loan Agreement or Guaranty.

The court finds the Otero Declaration to be sufficient. Notably, Otero declares under penalty of perjury that she is the Chief Operating Officer of Quick Bridge and is a custodian of records for Quick Bridge, who has full access

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