Golshan v. Kamali, et al.

(Glendale Courthouse: Dept. D) August 28, 2026 DEPARTMENT D LAW AND MOTION RULINGS

Calendar: 7 Date: August 28, 2026 Case No: 20GDCV00518 Trial Date: Not yet set Case Name: Golshan v. Kamali, et al. MOTIONS FOR JUDGMENT ON THE PLEADINGS; MOTION FOR PARTIAL JUDGMENT ON COURT TRIAL [CCP Sec.Sec. 438, 631.8] Moving Party: Defendant/Cross-Complainant, Mike Kamali Plaintiff/Cross-Defendant, Hamad Golshan and Cross-Defendant Hootan Ataian Responding Party: Plaintiff/Cross-Defendant, Hamad Golshan and Cross-Defendant Hootan Ataian Defendant/Cross-Complainant, Mike Kamali RELIEF REQUESTED: Kamali Motion for Judgment on the Pleadings: judgment on the pleadings, or alternatively, partial judgment on the Court trial, as to the second cause of action for fraudulent inducement alleged in the FAC.

Golshan/Ataian Motion for Judgment on the Pleadings: judgment on the pleadings as to the third, fourth, fifth, and sixth causes of action alleged in the TAXC. Golshan/Ataian Motion for Partial Judgment on the Court Trial: partial judgment as to the third, fourth, fifth, and sixth causes of action alleged in the TAXC. CAUSES OF ACTION: from First Amended Complaint 1) Breach of Contract 2) Fraud in the Inducement 3) Declaratory Relief CAUSES OF ACTION: from Third Amended Cross-Complaint 1) Breach of Contract 2) Breach of Implied Contract 3) Fraud 4) Indemnity 5) Intentional Interference with Contractual Relations 6) Declaratory Relief

SUMMARY OF FACTS AND PROCEDURAL POSTURE: Plaintiff Hamed Golshan alleges that defendant Mike Kamali was a fifty percent shareholder of a business entity known as Saint Glen, Inc., which operates a restaurant known as Panini Grill in Los Angeles County (the Company). In September of 2019, Golshan and Kamali entered into a Stock Purchase Agreement ("SPA") wherein defendant Kamali agreed to sell his entire fifty percent interest to plaintiff for the sum of $750,000.00. The sale was to be consummated on December 30, 2019.

Pursuant to the terms of the Stock Purchase Agreement, defendant Kamali was to remain fully liable for all claims, actions, lawsuits and demands that for which the Company was liable prior to December 30, 2019. The complaint alleges that defendant has failed to perform defendant's obligations under the Agreement, as defendant has failed to pay vendors for services and products purchased prior to December 30, 2019, failed to pay sums due to the franchisor, failed to pay rent to the landlord, and failed to file taxes for the Company for the year 2019.

The complaint also alleges that in connection with the transaction, defendant made false representations upon which plaintiff relied in agreeing to purchase defendant's share in the Company, including that all taxes would be paid for by defendant, that there were no known outstanding balances due to vendors, and that the lease and franchisor/franchisee agreements with which there was full compliance.

Defendant Mike Kamali filed a cross-complaint against plaintiff Hamed Golshan as cross-defendant, alleging that cross-complainant and cross-defendant entered into a Stock Purchase Agreement for the shares of stock in the Panini Kabob Grill, under which Golshan agreed to pay $750,000 for the shares. The cross-complaint alleges that on December 31, 2019 Golshan paid Kamali a deposit of $450,000, and Kamali gave ownership of the Panini Kabob Grill to Golshan on January 1, 2020, but that Golshan never has paid the balance of the purchase price in the sum of $300,000.

The cross-complaint also alleges that cross-complainant Kamali entered into an implied-in-fact contract for the sale of Kamali's 50% share of Saint Glen with cross-defendant Hootan Ataian, as Ataian had approached Kamali proposing that they enter into a partnership to run a food-truck catering business that would compete with Panini Kabob Grill, took Kamili to his Pacific Stone warehouse to show Kamali the food truck, obtained the consent of the franchisor based on informing him that Ataian was interested in purchasing the shares in Saint Glen, and made the $450,000 payment with two checks from two bank accounts belonging to Ataian.

The operative cross-complaint, the Third Amended Cross-Complaint, also alleges that Ataian made various misrepresentations to Kamali regarding the transaction.

The Court dismissed several causes of action of the cross-complaint. The Court bifurcated the trial with issue of contractual interpretation to be decided first. The matter went to a non-jury trial and bifurcated trial on the issue of contract interpretation and dual motions pursuant to CCP section 631.8, with trial and hearings from October of 2024 to April of 2025. The court also ordered paragraphs 66-90 of Mike Kamali's Third Amended Complaint stricken. The minute order also states, "The Court further finds that Hootan Ataian is not a party to the Contract.

The Court is excluding Hootan Ataian's testimony pursuant to Evidence Code section 350 and 352." The parties each filed post-trial briefs in support of their positions on the issue of contractual interpretation in support of reciprocal motions for judgment pursuant to 631.8. On September 12, 2025, the court issued its ruling on the motions and Tentative Statement of Decision. The court found that: "the parties in entering the SPA intended that any and all liabilities incurred or existing prior to the closing date of December 30, 2019, regardless of when payment for those liabilities was demanded, billed or due, would be the responsibility of Seller.

On January 30, 2026, the Court issued a ruling resolving the issue of the accounting of the liabilities. The Court determined that a total amount of $226,522.00 was due from Hamed Golshan to Mike Kamali.

Kamali subsequently filed a motion for judgment on the pleadings as to the second cause of action for fraudulent inducement alleged in the FAC, or alternatively, partial judgment on the fraudulent inducement cause of action. Ataian and Golshan filed their own motion for judgment on the pleadings as to the third, fourth, fifth, and sixth causes of action alleged in the TAXC. Ataian and Golshan also filed a separate motion for partial judgment on the third, fourth, fifth, and sixth causes of action alleged in the TAXC.

KAMALI MOTION FOR JUDGMENT ON THE PLEADINGS: It is well established in California that either prior to trial or at the trial the plaintiff or the defendant may move for judgment on the pleadings and that the appropriate ground for such a motion is the same as that arguable by general demurrer, namely, the failure to state a cause of action or defense. (Dobbins v. Hardister (1966) 242 Cal.App.2d 787, 791; See also Sofias v. Bank of America (1985) 172 Cal.App.3d 583, 586 [The non-statutory motion for judgment on the pleadings can be made at any time, even during trial, since the grounds for a general demurrer are never waived.].)

A motion for judgment on the pleadings performs the same function as a general demurrer, and hence attacks only defects disclosed on the face of the pleadings or by matters that can be judicially noticed. (See, e.g., Cal. Practice Guide: Civil Procedure Before Trial Sec.Sec. 7:275, 7:322; Lance Camper Manufacturing Corp. v. Republic Indemnity Co. (1996) 44 Cal.App.4th 194, 198.) Presentation of extrinsic evidence is therefore not proper on a motion for judgment on the pleadings. (Ibid.; Cloud v.

Northrop Grumman Corp. (1998) 67 Cal.App.4th 995, 999.) Both a demurrer and a motion for judgment on the pleadings accept as true all material factual allegations of the challenged pleading, unless contrary to law or to facts of which a court may take judicial notice. (Mechanical Contractors Assn. v. Greater Bay Area Assn. (1998) 66 Cal.App.4th 672, 677; Edwards v. Centex Real Estate Corp., (1997) 53 Cal.App.4th 15, 27.) On a motion for judgment on the pleadings a court may take judicial notice of something that cannot reasonably be controverted, even if it negates an express allegation of the pleading. (See Columbia Casualty Co. v.

Northwestern Nat. Ins. Co. (1991) 231 Cal.App.3d 457, 468-469; Evans v. California Trailer Court, Inc. (1994) 28 Cal.App.4th 540, 549.)

A plaintiff may move for judgment on the pleadings when "the complaint states facts sufficient to constitute a cause or causes of action against the defendant and the answer does not state facts sufficient to constitute a defense to that complaint. (CCP, Sec. 438 subd. (c)(1)(A).) If the party moving for judgment on the pleadings is a defendant, there are only two permissible grounds for bringing the motion: the court lacks subject matter jurisdiction or the complaint "does not state facts sufficient to constitute a cause of action against that defendant." (CCP, Sec. 438, subd. (c)(1)(b)(ii).)

If the Court on its own motion grants a motion for judgment on the pleadings, it shall be on one of the following bases: "If the motion is granted in favor of the plaintiff, it shall be based on the grounds that the complaint states facts sufficient to constitute a cause or causes of action against the defendant and the answer does not state facts sufficient to constitute a defense to the complaint." (CCP, Sec. 438 subd. (c)(3)(A).) "If the motion is granted in favor of the defendant, that either of the following conditions exist: (i) The court has no jurisdiction of the subject of the cause of action alleged in the complaint [or] (ii) The complaint does not state facts sufficient to constitute a cause of action against that defendant." (CCP, Sec. 438 subd. (c)(3)(B).)

Second Cause of Action, Fraud in the Inducement "The elements of fraud," including a cause of action for fraudulent inducement, "are (a) a misrepresentation (false representation, concealment, or nondisclosure); (b) scienter or knowledge of its falsity; (c) intent to induce reliance; (d) justifiable reliance; and (e) resulting damage." (Hinesley v. Oakshade Town Ctr. (2005) 135 Cal.App.4th 289, 294.) Kamali argues that the fraud in the inducement cause of action fails because it does not identify any duty independent from Kamali's alleged contractual obligations.

Kamali relies on Robinson Helicopter Co. v. Dana Corp. (2004) 34 Cal.4th 979 for the assertion that "California permits fraud claims in contract settings only where the alleged deceit is independent of the breach itself, such as affirmative misrepresentations that are collateral to the contract and violate a duty not to deceive." (Mot., p. 6:11-13.) This scenario is precisely what is alleged in the FAC here. The FAC alleges that Kamali represented to Golshan that various liabilities and obligations were paid or would be paid, that at the time Kamali represented as much, he knew that these representations were false, and that Golshan relied on Kamali's representations in agreeing to enter into the SPA. (FAC, P.P. 21-24.)

Civil Code section 1710 defines fraud to include both the making of a promise without any intention of performing it, and the suggestion, as fact, of something that is not true by one who does not believe it to be true. "A promise to do something necessarily implies the intention to perform, and, where such an intention is absent, there is an implied misrepresentation of fact, which is actionable fraud." (Las Palmas Associates v. Las Palmas Center Associates (1991) 253 Cal.App.3d 1220, 1238; See also Robinson Helicopter Co., supra, 34 Cal.4th at p. 990 [tort damages are permitted in contract cases where "the duty that gives rise to tort liability [...] arises from conduct which is both intentional and intended to harm"].)

Thus, Kamali owes an independent duty under tort law not to make intentional misrepresentations knowing that such misrepresentations could cause harm. This duty arises independently of, and is separate from, any contractual obligations imposed by the SPA. Here, the FAC alleges that Kamali made affirmative misrepresentations that the company taxes had been paid, that there were no outstanding vendor balances, and that the company was in full compliance with the lease and franchisee agreement. (FAC, P.P. 21-22.)

Golshan alleges that he justifiably relied on these misrepresentations to his detriment. (FAC, P. 23.) Lastly, Golshan alleges that he would not entered into the SPA had he known that these representations were false. (FAC, P. 24.) Accordingly, the FAC sufficiently alleges tortious conduct separate from the breach itself. Thus, the FAC sufficiently states a cause of action for fraud in the inducement. Kamali's Motion for Judgment on the Pleadings is DENIED. Alternatively, Kamali moves for partial judgment of the fraud cause of action under CCP section 631.8.

KAMALI MOTION FOR PARTIAL JUDGMENT ON THE COURT TRIAL: "After a party has completed his presentation of evidence in a trial by the court, the other party, without waiving his right to offer evidence in support of his defense or in rebuttal in the event the motion is not granted, may move for a judgment. The court as trier of the facts shall weigh the evidence and may render a judgment in favor of the moving party, in which case the court shall make a statement of decision as provided in Sections 632 and 634, or may decline to render any judgment until the close of all the evidence.

The court may consider all evidence received, provided, however, that the party against whom the motion for judgment has been made shall have had an opportunity to present additional evidence to rebut evidence received during the presentation of evidence deemed by the presenting party to have been adverse to him, and to rehabilitate the testimony of a witness whose credibility has been attacked by the moving party. Such motion may also be made and granted as to any cross-complaint." (CCP, Sec. 631.8 subd. (a).) "If it appears that the evidence presented supports the granting of the motion as to some but not all the issues involved in the action, the court shall grant the motion as to those issues and the action shall proceed as to the issues remaining.

Despite the granting of such a motion, no final judgment shall be entered prior to the termination of the action, but the final judgment in such action shall, in addition to any matters determined in the trial, award judgment as determined by the motion herein provided for." (CCP, Sec. 631.8 subd. (b).) "If the motion is granted, unless the court in its order for judgment otherwise specifies, such judgment operates as an adjudication upon the merits." (CCP, Sec. 631.8 subd. (c).)

In moving for partial judgment on the Court trial, Kamali asserts that judgment should be entered in his favor because the alleged misrepresentations concern the same liabilities already adjudicated in the Court's prior rulings on contract interpretation and accounting. (Mot., p. 8:1-11.) This argument misconstrues the Court's prior findings, and the holding in Robinson Helicopter Co. "When one party commits a fraud during the contract formation or performance, the injured party may recover in contract and tort." (Robinson Helicopter Co., supra, 34 Cal.4th at p. 990.)

The law thus acknowledges a separate remedy for intentional tortious conduct, distinct from damages arising from a breach of contract. The Court has already determined the obligations and liabilities owed under the SPA and the party responsible for those obligations. (1/30/2026 Minute Order.) However, the Court has made no findings as to whether Kamali intentionally misrepresented that such obligations and liabilities were not outstanding when the parties entered into the SPA or otherwise intentionally failed to pay his obligations.

Lastly, Kamali argues that the fraud claim fails because Golshan seeks recovery in tort for the same damages already addressed by the breach of contract claims. This argument is unavailing. The economic loss rule does not bar claims for fraudulent inducement. (Dhital v. Nissan North America, Inc. (2022) 84 Cal.App.5th 828, 840; Robinson Helicopter Co., supra, 34 Cal.4th at p. 993.) Kamali's Motion for Partial Judgment on the Court Trial is DENIED.

ATAIAN/GOLSHAN MOTION FOR PARTIAL JUDGMENT ON THE COURT TRIAL: Ataian moves for judgment in his favor as to the third, fourth and fifth causes of action alleged in the TAXC, and Ataian and Golshan move for judgment in their favor as to the sixth cause of action.

Third Cause of Action, Fraud "The elements of fraud are (a) a misrepresentation (false representation, concealment, or nondisclosure); (b) scienter or knowledge of its falsity; (c) intent to induce reliance; (d) justifiable reliance; and (e) resulting damage." (Hinesley, supra, 135 Cal.App.4th at p. 294.) Ataian argues that judgment should be entered in his favor on the fraud cause of action because the trial testimony and facts previously determined by the Court establish that certain elements of the fraud claim cannot be proven.

The fraud cause of action alleges that Ataian made the following misrepresentations: (a) Ataian mispresented to Kamali that he would pay the $300,000 outstanding balance owed to Kamali for his 50% share of Saint Glen by January 31, 2020; (b) Ataian misrepresented to Kamali that Kamali would only be responsible for liabilities corresponding to Kamali's 50% ownership interest in Saint Glen; (c) Ataian misrepresented to Kamali that Kamali would only be responsible for liabilities incurred up to the closing date of December 31, 2019; and (d) Ataian misrepresented that Kamali was liable for an approximately $40,000 invoice payable to Pacific Stone. (TAXC, P. 48.)

The Court will address each allegation in turn.

$300,000 Balance Due from Ataian The SPA states that "[t]he purchase amount is to be paid by Buyer to Sellers as follows: [...] The balance of the purchase price in the sum of 300 hundred thousand ($300,000.00) dollars shall be paid on or before January 31, 2020." (TAXC, Ex. A.) The SPA defines Buyer as Hamad Golshan. (TAXC, Ex. A.) The Court has already found that Ataian is not a party to the contract. (11/20/2024 Minute Order; 1/30/2026 Minute Order, p. 4.) In addition, the second cause of action for breach of implied contract has been dismissed. (9/30/2024 Minute Order.)

Moreover, the Court has already determined that the $300,000 is due and owing to Kamali from Golshan, not Ataian. (1/30/2026 Minute Order, p. 25.) Accordingly, based on the plain language of the SPA and the Court's prior findings, Ataian is not obligated to pay the $300,000 balance owed to Kamali. Thus, this allegation is not a misrepresentation and cannot serve as the basis for a fraud claim against him.

50% of Liabilities The Court has already ruled that Kamali is responsible for only 50% of the liabilities. (9/12/2025 Minute Order; 1/30/2026 Minute Order, p. 12.) Accordingly, as the Court has determined that this alleged misrepresentation is in fact true, it is not a misrepresentation that can serve as the basis for a fraud claim.

Liabilities Incurred Prior to December 31, 2019 / Pacific Stone Invoices The Court has already found that "the parties in entering the SPA intended that any and all liabilities incurred or existing prior to the closing date of December 30, 2019, regardless of when payment for those liabilities was demanded, billed or due, would be the responsibility of Seller." (9/12/2025 Minute Order; 1/30/2026 Minute Order, p. 4.) Thus, Ataian's true representation that Kamali would only be responsible for liabilities incurred up to December 31, 2019 cannot be construed as a false statement for a fraud cause of action.

The Court has also already determined that the Pacific Stone invoices were for work undertaken post-closing date. (1/30/2026 Minute Order, p. 14.) Accordingly, based on the factual findings the Court has already made, Kamali cannot establish the alleged misrepresentations underlying his fraud claim against Ataian. Thus, the motion for judgment on the third cause of action is GRANTED.

Fourth Cause of Action, Indemnity The TAXC alleges that "if Golshan recovers judgment against Kamali, then Kamali is entitled to judgment, over and against the parties stated herein, and each of them, for their fair share of Golshan's judgment." (TAXC, P. 55.) The Court has determined that Kamali is owed $226,522.00 from Golshan. Accordingly, the indemnity cause of action has been superseded as Golshan has not recovered judgment against Kamali. Thus, the motion for judgment on the fourth cause of action is GRANTED.

Fifth Cause of Action, Intentional Interference with Contractual Relations The elements of a cause of action for intentional interference with contractual relations are "(1) a valid contract between plaintiff and a third party; (2) defendant's knowledge of this contract; (3) defendant's intentional acts designed to induce a breach or disruption of the contractual relationship; (4) actual breach or disruption of the contractual relationship; and (5) resulting damage." (I-CA Enterprises, Inc. v. Palram Americas, Inc. (2015) 235 Cal.App.4th 257, 289.)

The TAXC alleges that "Ataian engaged in intentional acts designed to induce a breach or disruption of the contractual relationship." (TAXC, P. 59.) The acts described include the fraud allegations contained in paragraphs 47-52, which the Court has already found are without merit. The remaining conduct alleged to constitute intentional interference with contract is as follows: "By January 31, 2020, Golshan failed to pay Kamali the agreed-upon $300,000 as required by Agreement. Kamali demanded that Golshan pay the agreed-upon $300,000 but Golshan refused.

On or about March 20, 2020, Kamali went to Ataian's office to discuss Saint Glen. During their discussion Ataian told Kamali to return to Ataian the $450,000 because Ataian 'did not want the restaurant anymore.' In order to avoid paying Kamali the outstanding $300,000, Ataian contacted Kamali sometime after March 20, 2020, indicating that newly invoiced liabilities and newly discovered liabilities had not been paid." (TAXC, P.P. 26-29.)

The Court finds that Ataian's alleged conduct described above does not constitute acts of interference. First, Ataian's instruction to Kamali to return the $450,000 deposit cannot constitute interference with the SPA because Ataian had no right to the deposit under the SPA. The SPA obligated Golshan to pay the $450,000 deposit, and therefore, any right to demand its return would belong to Golshan, not Ataian. Ataian had no contractual right to that deposit. The TAXC also alleges that Ataian interfered with the SPA by "indicating that newly invoiced liabilities and newly discovered liabilities had not been paid." (TAXC, P. 29.)

Merely informing Kamali that certain invoices remained unpaid does not constitute an act of interference. The Court has already determined that Ataian's assertion was true because these invoices had not been paid. (1/30/2026 Minute Order.) The Court further determined that Kamali breached the SPA by failing to pay the outstanding invoices. (1/30/2026 Minute Order, p. 25.) An intentional act of interference must be conduct designed to induce a breach of the contract or disrupt the contractual relationship. (I-CA Enterprises, Inc., supra, 235 Cal.App.4th at p. 289.)

Ataian identifying Kamali's existing breach, i.e., that Kamali had failed to satisfy his obligations under the SPA, was not conduct inducing a breach. It was merely an assertion that a breach had already occurred. Thus, the motion for judgment on the fifth cause of action is GRANTED.

Sixth Cause of Action, Declaratory Relief In the declaratory relief cause of action, Kamali seeks a judicial declaration and determination regarding several matters of contractual interpretation. (TAXC, P. 101(a)-(n).) Upon review, the Court has already addressed each of these items during Phase I and Phase II. (9/12/2025 Minute Order; 1/30/2026 Minute Order.) Accordingly, there are no remaining issues for the Court to adjudicate with respect to the relief sought under this cause of action. Thus, the motion for judgment on the sixth cause of action is GRANTED.

ATAIAN/GOLSHAN MOTION FOR JUDGMENT ON THE PLEADINGS: Because the Court has granted Golshan and Ataian's Motion for Partial Judgment in its entirety, the Motion for Judgment on the Pleadings is DENIED as MOOT.

RULING: Kamali's Motion for Judgment on the Pleadings, or Alternatively, Partial Judgment on the Court Trial is DENIED. Plaintiff/Cross-Defendant Hamad Golshan and Cross-Defendant Hootan Ataian's Motion for Partial Judgment on the Court Trial is GRANTED. Plaintiff/Cross-Defendant Hamad Golshan and Cross-Defendant Hootan Ataian's Motion for Judgment on the Pleadings is MOOT.

DEPARTMENT D IS CONTINUING TO CONDUCT AND ENCOURAGE VIDEO APPEARANCES If you wish to appear remotely on LACourtConnect, you may register by visiting www.lacourt.ca.gov to schedule a remote appearance. Please note that LACourtConnect offers free audio and video appearances. Department D is now requiring either live or VIDEO appearances, not audio appearances.

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