Vinson Investments LLC v. Tony Yousif, et al.

With respect to the FROG, monetary sanctions are mandatory against a party who fails to respond to an interrogatory, unless that party acted with substantial justification, or other circumstances make the imposition of sanctions unjust. (Code Civ. Proc., Sec. 2030.290, subd. (c).)

Here, Plaintiff did not oppose the motion, so the Court has no basis to conclude Plaintiff acted with substantial justification or imposing sanctions would be unjust. However, because no opposition was filed and no time was required to draft a reply brief, the Court awards only $1,276.45, representing two and a half hours of counsel's time to prepare the motion and one half hour to appear at the hearing at an hourly rate of $400, plus $76.45 in filing fees.

CONCLUSION AND ORDER

Therefore, the Court grants Mi Casa's unopposed motion to deem admitted the matters in the RFA and grants in part Mi Casa's request for attorneys' fees and costs in the amount of $1,076.45. Further, the Court grants Mi Casa's unopposed motion to compel a response to the FROG and grants in part Mi Casa's request for attorneys' fees and costs in the amount of $1,276.45. However, finding Mi Casa's motion to compel further responses to the inspection demand untimely, the Court denies Mi Casa's motion to compel further responses in its entirety.

Plaintiff Jean De Galzin shall provide verified responses to the FROG without objections within thirty (30) days of notice of the Court's orders. Further, Plaintiff Jean De Galzin shall pay monetary sanctions to Mi Casa in the total amount of $2,352.90, by and through counsel for Mi Casa, within thirty (30) days of notice of the Court's orders. Further, Mi Casa shall lodge and serve proposed Orders in conformity with the ruling on or before September 8, 2026. Mi Casa shall provide notice of the Court's ruling/Orders, and file the notice with a proof of service forthwith.

DATED: September 1, 2026

_______/s/____________________ Michael E. Whitaker Judge of the Superior Court

RULING - NO. 1

DEPARTMENT | 207 | HEARING DATE | September 1, 2026 |

CASE NUMBER | 25SMCV3560 | MOTION | Special Motion to Strike (Anti-SLAPP) | MOVING PARTIES | Defendants Matthew Randall; Matthew Browar; Lawrence Hershfield; Michael Glina; Ranch Capital, LLC; and BH Art, LLC | OPPOSING PARTY | Plaintiff Vinson Investments LLC |

BACKGROUND

This case arises from a dispute concerning art used as collateral for loans in default. The operative First Amended Complaint ("FAC") brought by Plaintiff Vinson Investments LLC ("Plaintiff") against Defendants Tony Yousif ("Yousif"); Matthew Randall ("Randall"); Matthew Browar ("Browar"); Lawrence Hershfield ("Hershfield"); Michael Glina ("Glina"); Ranch Capital LLC ("Ranch Capital"); BH Art LLC ("BH Art"); Stason Strong ("Stason"); LGI LLP ("LGI"); and Taz Strong ("Taz") alleges five causes of action for (1) Declaratory Relief; (2) Violation of California Penal Code section 496; (3) Intentional Interference with Prospective Economic Advantage; (4) Negligent Interference with Prospective Economic Advantage; and (5) Conversion.

Moving Defendants Randall, Browar, Hershfield, Glina, Ranch Capital, and BH Art ("Moving Defendants") now file this special motion to strike the third and fourth causes of action for intentional and negligent interference with prospective economic advantage, pursuant to Code of Civil Procedure section 425.16. Plaintiff opposes the motion and Moving Defendants reply.

LEGAL STANDARD

"A cause of action arising from a person's act in furtherance of the 'right of petition or free speech under the United States Constitution or the California Constitution in connection with a public issue shall be subject to a special motion to strike[....]'" (Monster Energy Co. v. Schechter (2019) 7 Cal.5th 781, 788 (hereafter Monster).) Such lawsuits are commonly known as "SLAPP" suits (Strategic Litigation Against Public Participation). (Id. at fn. 1.)

Background

The California Legislature enacted Code of Civil Procedure section 425.16, known as the "anti-SLAPP statute" to "allow[] defendants to seek early dismissal of unmeritorious claims arising from protected speech and petitioning activities." (Bonni v. St. Joseph Health System (2021) 11 Cal.5th 995, 1004 (hereafter Bonni).) "Enacted by the Legislature in 1992, the anti-SLAPP statute is designed to protect defendants from meritless lawsuits that might chill the exercise of their rights to speak and petition on matters of public concern." (Wilson v. Cable News Network, Inc. (2019) 7 Cal.5th 871, 883-884 (hereafter Wilson).)

The anti-SLAPP statute is also designed to expedite the early dismissal of unmeritorious claims arising from protected activity. (Newport Harbor Ventures, LLC v. Morris Cerullo World Evangelism (2018) 4 Cal.5th 637, 642; Simpson Strong-Tie Co., Inc. v. Gore (2010) 49 Cal.4th 12, 21.) "The anti-SLAPP statute does not insulate defendants from any liability for claims arising from the protected rights of petition or speech. It only provides a procedure for weeding out, at an early stage, meritless claims arising from protected activity." (Baral v. Schnitt (2016) 1 Cal.5th 376, 384, emphasis in original (hereafter Baral).)

"SLAPPs are unsubstantiated lawsuits based on claims arising from a defendant's constitutionally protected speech or petitioning activity." (Kurz v. Syrus Systems, LLC (2013) 221 Cal.App.4th 748, 757 (hereafter Kurz).) They "seek[] to chill rights to free speech or petition by dragging the speaker or petitioner through the litigation process, without genuine expectation of success in the suit." (Area 51 Productions, Inc. v. City of Alameda (2018) 20 Cal.App.5th 581, 591-592 (hereafter Area 51 Productions).) They are "generally brought to obtain an economic advantage over the defendant, not to vindicate a legally cognizable right of the plaintiff." (Grenier v. Taylor (2015) 234 Cal.App.4th 471, 479.)

"The Legislature enacted section 425.16 to provide a summary disposition procedure for SLAPP claims." (Area 51 Productions, supra, 20 Cal.App.5th at p. 592.) The statute "authorizes courts, upon motion by anyone who claims to be the target of a SLAPP suit, to probe the basis for any cause of action allegedly arising from protected communicative activities, and to strike it if the claimant cannot show minimal merit." (Ibid.) A special motion to strike may only be directed to a complaint, cross-complaint, or petition, but not to an answer or affirmative defenses. (Morris Cerullo World Evangelism v. Newport Harbor Offices & Marina, LLC (2021) 67 Cal.App.5th 1149, 1156-1157.)

Procedure

To determine whether an anti-SLAPP motion should be granted, courts engage in a two-step process and evaluate the merits of the claim(s) using a "summary-judgment-like procedure." (Baral, supra, 1 Cal.5th at p. 384.) "The procedures authorized in the statute allow a defendant to stay discovery before litigation costs mount, obtain early dismissal of the lawsuit, and recover attorney fees." (Kurz, supra, 221 Cal.App.4th at p. 757.) A special motion to strike "is not a substitute for a motion for a demurrer or summary judgment." (Belen v. Ryan Seacrest Productions, LLC (2021) 65 Cal.App.5th 1145, 1161.) And there is no meet and confer requirement prior to filing an anti-SLAPP motion. (Trinity Risk Management, LLC v. Simplified Labor Staffing Solutions, Inc. (2021) 59 Cal.App.5th 995, 1008.)

First Step

In the first step, the moving defendant has the initial burden of showing that the challenged cause of action arises from protected free speech or petitioning activity. (Bonni, supra, 11 Cal.5th at p. 1009; Park v. Board of Trustees of California State University (2017) 2 Cal.5th 1057, 1061 (hereafter Park).) "The defendant's first-step burden is to identify the activity each challenged claim rests on and demonstrate that that activity is protected by the anti-SLAPP statute." (Wilson, supra, 7 Cal.5th at p. 884.)

When the defendant has not met this burden, the court may summarily deny the special motion to strike "without putting the plaintiff to the burden of establishing the probability of success on the merits." (Whitehall v. County of San Bernardino (2017) 17 Cal.App.5th 352, 360 (hereafter Whitehall).) "[I]n ruling on an anti-SLAPP motion, courts should consider the elements of the challenged claim and what actions by the defendant supply those elements and consequently form the basis for liability." (Park, supra, 2 Cal.5th at p. 1063.) It is not enough that a claim was filed after or even "because of" protected activity, but rather the protected activity must "supply elements of the challenged claim." (Id. at p. 1064, emphasis added.)

Moreover, courts "must distinguish between speech or petitioning activity that is mere evidence related to liability, and liability that is based on speech or petitioning activity." (Whitehall, supra, 17 Cal.App.5th at p. 361.) Moreover, the anti-SLAPP statute does not require a defendant "to disprove allegations of illicit motive." (Wilson, supra, 7 Cal.5th at p. 887.) Courts must distinguish between "allegations of conduct on which liability is based" and "allegations of motives for such conduct" because "the anti-SLAPP statute is triggered only when the alleged injury-producing conduct is protected activity, not merely the motivating conduct for that activity." (Gaynor v. Bulen (2018) 19 Cal.App.5th 864, 887 (hereafter Gaynor), emphasis added.)

However, a defendant's motives are not "categorically off-limits in determining whether an act qualifies as protected activity under the anti-SLAPP statute" but "the plaintiff's allegations cannot be dispositive of the question." (Wilson, supra, 7 Cal.5th at p. 889.) "[W]hether the defendant's act qualifies as one in furtherance of protected speech or petitioning will depend on whether the defendant took the action for speech-related reasons." (Ibid.) "But there is an important difference between permitting the defendant to present evidence of its own motives in an effort to make out its prima facie case of protected activity and treating a plaintiff's allegations of illicit motive as a bar to anti-SLAPP protection," which is not proper. (Ibid.)

Second Step

Once the court finds the defendant has made the threshold showing, the "the burden then shifts to the plaintiff to show a probability of prevailing on [the] claims." (De Havilland v. FX Networks, LLC (2018) 21 Cal.App.5th 845, 854.) To meet this burden, "the plaintiff must demonstrate that the complaint is both legally sufficient and supported by a sufficient prima facie showing of facts to sustain a favorable judgment if the evidence submitted by the plaintiff is credited." (Finton Construction, Inc. v. Bidna & Keys, APLC (2015) 238 Cal.App.4th 200, 211.) "[T]he plaintiff must then demonstrate its claims have at least 'minimal merit.' " (Park, supra, 2 Cal.5th at p. 1061.)

"[A] plaintiff seeking to demonstrate the merit of the claim 'may not rely solely on its complaint, even if verified; instead, its proof must be made upon competent admissible evidence.'" (Monster, supra, 7 Cal.5th at p. 788.) "[A] court must at the second step accept as true the evidence favorable to the plaintiff" but is not required to give "similar credence" to allegations in the complaint "in the face of contrary evidence." (Wilson, supra, 7 Cal.5th at p. 887.)

This procedure is essentially a summary judgment motion in reverse. (Area 55, LLC v. Nicholas & Tomasevic, LLP (2021) 61 Cal.App.5th 136, 152.) "Rather than requiring the defendant to defeat the plaintiff's pleading by showing it is legally or factually meritless, the motion requires the plaintiff to demonstrate that he possesses a legally sufficient claim which is 'substantiated,' that is, supported by competent, admissible evidence." (Ibid.) "Consistent with this summary-judgment-like procedure, the court "must draw all reasonable inferences from the evidence in favor of [the party opposing the anti-SLAPP motion.'" (Ibid.)

"Only a [cause of action] that satisfies both prongs of the anti-SLAPP statute-- i.e., that arises from protected speech or petitioning and lacks even minimal merit--is a SLAPP suit, subject to being stricken under the statute." (Sheley v. Harrop (2017) 9 Cal.App.5th 1147, 1162.)

DISCUSSION

I. Protected Activity

In order to prevail on an anti-SLAPP motion, Moving Defendants must establish that an act in furtherance of a person's right of petition or free speech in connection with a public issue supplies an element of the claim. (Park, supra, 2 Cal.5th at p. 1064.)

Moving Defendants argue Plaintiff's claims for interference with prospective economic advantage are premised upon acts in furtherance of Moving Defendants' constitution rights of petition and free speech in connection with a judicial proceeding, including statements made in the course of litigation. The anti-SLAPP statute lists four categories of protected activity: (1) any written or oral statement or writing made before a legislative, executive, or judicial proceeding, or any other official proceeding authorized by law, (2) any written or oral statement or writing made in connection with an issue under consideration or review by a legislative, executive, or judicial body, or any other official proceeding authorized by law, (3) any written or oral statement or writing made in a place open to the public or a public forum in connection with an issue of public interest, or (4) any other conduct in furtherance of the exercise of the constitutional right of petition or the constitutional right of free speech in connection with a public issue or an issue of public interest. (Code Civ.

Proc., Sec. 425.16, subd. (e).)

"Intentional interference with prospective economic advantage has five elements: (1) the existence, between the plaintiff and some third party, of an economic relationship that contains the probability of future economic benefit to the plaintiff; (2) the defendant's knowledge of the relationship; (3) intentionally wrongful acts designed to disrupt the relationship; (4) actual disruption of the relationship; and (5) economic harm proximately caused by the defendant's action." (Roy Allan Slurry Seal, Inc. v. Am. Asphalt S., Inc. (2017) 2 Cal. 5th 505, 512. "Intentionally wrongful acts" means "conduct by the defendant that is wrongful beyond the interference itself[.]" (Parlour Enterprises, Inc. v. Kirin Group, Inc. (2007) 152 Cal.App.4th 281, 294.)

Similarly, The tort of negligent interference with prospective economic advantage is established where a plaintiff demonstrates that (1) an economic relationship existed between the plaintiff and a third party which contained a reasonably probable future economic benefit or advantage to plaintiff; (2) the defendant knew of the existence of the relationship and was aware or should have been aware that if it did not act with due care its actions would interfere with this relationship and cause plaintiff to lose in whole or in part the probable future economic benefit or advantage of the relationship; (3) the defendant was negligent; and (4) such negligence caused damage to plaintiff in that the relationship was actually interfered with or disrupted and plaintiff lost in whole or in part the economic benefits or advantage reasonably expected from the relationship. (North Am.

Chem. Co. v. Superior Court (1997) 59 Cal.App.4th 764, 786.) Like a claim for intentional interference, a claim for negligent interference also requires an "independently wrongful" act. (See National Med. Transp. Network v. Deloitte & Touche (1998) 62 Cal.App.4th 412, 440.)

Here, Plaintiff alleges, "all of the Defendants, except Yousif and Randall, thereafter undertook efforts to interfere with and thwart the Auction process." (FAC P. 27.) Further, Plaintiff alleges "Defendants engaged in wrongful conduct by interfering with the Auction process, including but not limited to harassing King's, and undertaking other actions intended to impede and harass King's." (FAC P. 41.) Moving Defendants argue that because King's Auctions were ordered pursuant to litigation, that Defendants' interference therewith is necessarily a statement made "in connection with" litigation under Code of Civil Procedure section 425.16, subdivision (e)(2). In support, Moving Defendants cite to Neville v. Chudacoff (2008) 160 Cal.App.4th 1255, 1266 (hereafter Neville).

The Court finds Neville factually distinguishable. Neville involved a defamation claim arising from an email sent by the plaintiff's former employer to its customers, suggesting that the customers not do business with the former employee to avoid potential involvement in ensuing litigation, as a material witness or otherwise. The appellate court found the email constituted a litigation update, describing the parties contentions and court rulings, directed to individuals who had some involvement in the litigation. (Id. at p. 1266.) By contrast, here, there is no evidence that Moving Defendant's alleged interference with the auction proceedings constituted updates about the litigation, establishing an element of a defamation claim. Therefore, the Court does not find the elements of Plaintiff's third or fourth claims arise from protected activity. [1]

II. Attorneys' Fees

"[A] prevailing defendant on a special motion to strike shall be entitled to recover that defendant's attorney's fees and costs. If the court finds that a special motion to strike is frivolous or is solely intended to cause unnecessary delay, the court shall award costs and reasonable attorney's fees to a plaintiff prevailing on the motion, pursuant to Section 128.5." (Code Civ. Proc., Sec. 426.16, subd. (c)(1).) Here, because Moving Defendants do not prevail on their special motion to strike, they are not entitled to attorneys' fees.

CONCLUSION AND ORDER

For the foregoing reasons, the Court denies Moving Defendants' Anti-SLAPP motion. Moving Defendants shall provide notice of the Court's ruling and file the notice with a proof of service forthwith.

DATED: September 1, 2026

________/s/___________________ Michael E. Whitaker Judge of the Superior Court

[1] Because the Court does not find the claims arise out of protected litigation activity, the Court does not analyze the likelihood of success on the merits prong.

TENTATIVE RULING - NO. 2

DEPARTMENT | 207 | HEARING DATE | September 1, 2026 | CASE NUMBER | | MOTIONS | Demurrer and Motion to Strike Portions of First Amended Complaint | MOVING PARTIES | Defendants Matthew Randall; Matthew Browar; Lawrence Hershfield; Michael Glina; Ranch Capital, LLC; and BH Art, LLC Joinder by Defendant LGI LLP | OPPOSING PARTY | Plaintiff Vinson Investments LLC |

BACKGROUND

This case arises from a dispute concerning art used as collateral for loans in default. The operative First Amended Complaint ("FAC") brought by Plaintiff Vinson Investments LLC ("Plaintiff") against Defendants Tony Yousif ("Yousif"); Matthew Randall ("Randall"); Matthew Browar ("Browar"); Lawrence Hershfield ("Hershfield"); Michael Glina ("Glina"); Ranch Capital LLC ("Ranch Capital"); BH Art LLC ("BH Art"); Stason Strong ("Stason"); LGI LLP ("LGI"); and Taz Strong ("Taz") alleges five causes of action for (1) Declaratory Relief; (2) Violation of California Penal Code section 496; (3) Intentional Interference with Prospective Economic Advantage; (4) Negligent Interference with Prospective Economic Advantage; and (5) Conversion.

Moving Defendants Randall, Browar, Hershfield, Glina, Ranch Capital, and BH Art, joined by LGI ("Moving Defendants") now demur to all five causes of action on the grounds that Plaintiff lacked the legal capacity to file, maintain, and prosecute the instant action; for failure to state facts sufficient to constitute a cause of action; and uncertainty; pursuant to Code of Civil Procedure section 430.10, subdivisions (b), (e), and (f), respectively. Moving Defendants also move to strike Plaintiff's requests for punitive damages, attorneys' fees, return of the artwork, and a declaration that Plaintiff has a first priority lien and interest in the art. Plaintiff opposes the motions and Moving Defendants reply.

REQUEST FOR JUDICIAL NOTICE

Moving Defendants request judicial notice of the following:

REQUEST NO. 1.: Plaintiff VINSON INVESTMENT LLC's original Complaint entitled Vinson Investments LLC v. Tony Yousif et al., filed on July 14, 2025, in the California Superior Court (Case No. 25SMCV03560 (attached herein as Exhibit 1).

REQUEST NO. 2.: Plaintiff VINSON INVESTMENT LLC's First Amended Complaint entitled Vinson Investments LLC v. Tony Yousif et al., filed on July 29, 2025, in the California Superior Court (Case No. 25SMCV03560 (attached herein as Exhibit 2).

REQUEST NO. 3.: Order re: Plaintiff VINSON INVESTMENTS LLC'S Motion for Remand, issued on October 24, 2025, in the United States District Court for the Central District of California (Case No. 2:25-cv07634) (attached herein as Exhibit 3).

REQUEST NO. 4.: Plaintiff VINSON INVESTMENT LLC's First Amended Complaint entitled Vinson Investments LLC v. Brett Livingstone-Strong et al., filed on September 18, 2020, in the California Superior Court (Case No. 20SMCV00872) (attached herein as Exhibit 4).

REQUEST NO. 5.: Order re: Hearing on Plaintiff's Motion for Summary Judgment, or in the alternative, Summary Adjudication, issued on February 5, 2026, in the California Superior Court (Case No. 20SMCV00872) (attached herein as Exhibit 5).

REQUEST NO. 6.: Order re: Hearing on Plaintiff's Motion for Summary Judgment, or in the alternative, Summary Adjudication, issued on March 19, 2026, in the California Superior Court (Case No. 20SMCV00872) (attached herein as Exhibit 6).

REQUEST NO. 7.: Declaration of Brett Livingstone-Strong Pursuant to Court Order Dated November 16, 2023, filed on November 22, 2023, in the California Superior Court (Case No. 20SMCV00872) (attached herein as Exhibit 7).

REQUEST NO. 8.: A true and correct copy of the webpage for Los Angeles Fine Arts and Wine Storage access on July 7, 2026 (attached herein as Exhibit 8).

REQUEST NO. 9.: The Joint Custody Order, issued on July 11, 2022, in the California Superior Court (Case No. 20SMCV00872) (attached herein as Exhibit 9).

REQUEST NO. 10.: Order re: Motion for Approval of Sale of Artwork Collection and Credit Bid, issued on February 18, 2025, in the California Superior Court (Case No. 20SMCV00872) (attached herein as Exhibit 10).

REQUEST NO. 11.: Declaration of Dave Lasco in Support of Plaintiff Vinson Investments LLC's Motion for Writ of Attachment, or Alternatively, A Preliminary Injunction, filed on October 15, 2021, in the California Superior Court (Case No. 20SMCV00872) (attached herein as Exhibit 11).

REQUEST NO. 12.: Plaintiff Vinson Investments LLC's UCC Financing Statement, filed on March 26, 2019. (attached herein as Exhibit 12).

In Reply, Moving Defendants additionally requests the Court to take judicial notice of the following:

REQUEST NO. 13.: Order re: Entry of Judgment, issued on April 29, 2026, in the California Superior Court (Case No. 20SMCV00872) (attached herein as Exhibit 13).

Regarding Exhibits 1-7, 9-11, and 13, j udicial notice may be taken of records of any court in this state. (Evid. Code, Sec. 452, subd. (d)(1).) Because these exhibits are all California case records, the Court may take judicial notice of them. (Ibid.) However, "while courts are free to take judicial notice of the existence of each document in a court file, including the truth of results reached, they may not take judicial notice of the truth of hearsay statements in decisions and court files. Courts may not take judicial notice of allegations in affidavits, declarations and probation reports in court records because such matters are reasonably subject to dispute and therefore require formal proof." (Lockley v.

Law Office of Cantrell, Green, Pekich, Cruz & McCort (2001) 91 Cal.App.4th 875, 882 [cleaned up].) Accordingly, the Court takes judicial notice of the existence, filing, and legal consequences of the above documents as court records, but not the truth of the allegations or other hearsay statements contained therein. However, because a private party's website and a UCC Financing Statement are not court records, and that is the only grounds upon which the request for judicial notice is made, the Court denies judicial notice of Exhibits 8 and 12.

ANALYSIS

1. DEMURRER

"It is black letter law that a demurrer tests the legal sufficiency of the allegations in a complaint." (Lewis v. Safeway, Inc. (2015) 235 Cal.App.4th 385, 388.) In testing the sufficiency of a cause of action, a court accepts "[a]s true all material facts properly pled and matters which may be judicially noticed but disregard contentions, deductions or conclusions of fact or law. [A court also gives] the complaint a reasonable interpretation, reading it as a whole and its parts in their context." (290 Division (EAT), LLC v. City & County of San Francisco (2022) 86 Cal.App.5th 439, 450 [cleaned up]; Hacker v. Homeward Residential, Inc. (2018) 26 Cal.App.5th 270, 280 ["in considering the merits of a demurrer, however, "the facts alleged in the pleading are deemed to be true, however improbable they may be"].)

Further, in ruling on a demurrer, a court must "liberally construe" the allegations of the complaint "with a view to substantial justice between the parties." (See Code Civ. Proc., Sec. 452.) "This rule of liberal construction means that the reviewing court draws inferences favorable to the plaintiff, not the defendant." (Perez v. Golden Empire Transit Dist. (2012) 209 Cal.App.4th 1228, 1238.) In summary, "[d]etermining whether the complaint is sufficient as against the demurrer on the ground that it does not state facts sufficient to constitute a cause of action, the rule is that if on consideration of all the facts stated it appears the plaintiff is entitled to any relief at the hands of the court against the defendants the complaint will be held good although the facts may not be clearly stated, or may be intermingled with a statement of other facts irrelevant to the cause of action shown, or although the plaintiff may demand relief to which he is not entitled under the facts alleged." (Gressley v.

Williams (1961) 193 Cal.App.2d 636, 639.)

A. CAPACITY

Moving Defendants argue that Plaintiff, a foreign limited liability company, lacks capacity to sue, maintain, or prosecute this case because it has not registered to do business in California with the Secretary of State, as required by Corporations Code sections 17708.02, subd. (a) and 17708.07, subd. (a). Plaintiff argues in opposition that "creating or acquiring indebtedness, mortgages, or security interests" and "[s]ecuring or collecting debts or enforcing mortgages and security interests in property securing the debts" which is the entire basis for Plaintiff's operative FAC, are excluded from "transacting intrastate business" requiring registration with the California Secretary of State. (Corp. Code, Sec. 17708.03, subd. (d); Corp. Code, Sec. 191, subd. (c).)

In reply Moving Defendants reserve their right to challenge Plaintiff's capacity to sue, maintain, and prosecute this action, but they do not advance any further arguments that Plaintiff lacks capacity. Therefore, the Court declines to sustain the demurrer or stay the action on the grounds of capacity.

B. UNCERTAINTY

"[D]emurrers for uncertainty are disfavored." (Lickiss v. Financial Industry Regulatory Authority (2012) 208 Cal.App.4th 1125, 1135.) "A demurrer for uncertainty will be sustained only where the pleading is so bad that the responding party cannot reasonably respond - i.e., [a party] cannot reasonably determine what issues must be admitted or denied, or what counts or claims are directed against [the party]." (Weil & Brown, Cal. Practice Guide: Civil Procedure Before Trial (The Rutter Group 2026) P. 7:85, p. 45, emphasis in original.)

As such, where a demurrer is made upon the ground of uncertainty, the demurrer must distinctly specify exactly how or why the pleading is uncertain, and where such uncertainty appears by reference to page and line numbers. (See Fenton v. Groveland Comm. Services Dist. (1982) 135 Cal.App.3d 797, 809 ["Generally, the failure to specify the uncertain aspects of a complaint will defeat a demurrer based on the grounds of uncertainty"].)

Although Moving Defendants raise the demurrer to all causes of action on the ground of uncertainty, the memorandum of points and authorities only argues that Plaintiff's second, third, and fourth causes of action improperly conflate the conduct of multiple defendants. As to all causes of action, Plaintiff alleges generally:

14. As described in greater detail below, this lawsuit relates to personal property, namely certain works of art, that were pledged as collateral for loans that are in default. Plaintiff alleges upon information and belief that the artwork is located in the County of Los Angeles, State of California, and within this judicial district. Further, that this artwork is subject to Court Orders made by the Los Angeles Superior Court, Santa Monica Division.

15. Plaintiff alleges upon information and belief that sometime in the 1970s an individual, Brett Livingstone-Strong ("BLS") befriended the pop singer Michael Jackson, became a mentor to him, and helped him in the pursuit of creating original artwork (paintings).

16. Plaintiff alleges upon information and belief that over the course of roughly three decades, Jackson, working with BLS, created hundreds of original works of art, the "Jackson Artwork," including a collection of approximately 120 paintings identified as the "Museum Collection."

17. Plaintiff alleges upon information and belief that by 2006 the Museum Collection was owned by an entity, Jackson-Strong Alliance ("JSA"). JSA which was at all times controlled by BLS, and BLS had JSA's authorization to use the Museum Collection as collateral for loans to BLS and/or JSA, and to sell and otherwise hypothecate, collateralize and/or dispose of the Jackson Artwork, including the Museum Collection.

18. Beginning in or about May of 2016 and continuing through 2018, Plaintiff on his own behalf and on behalf of another entity, loaned $3,000,000 to BLS and JSA. These commands were memorialized in a series of loan documents and security agreements. As stated in those agreements, the collateral for the loans to BLS and JSA was the Museum Collection.

19. As part of the loan process, Plaintiff filed with the California Secretary of State a UCC statement identifying its security interest in the Museum Collection.

20. When BLS and JSA failed and/or refused to pay the loans when due, Plaintiff initiated a lawsuit in Los Angeles Superior court against BLS and JSA. That lawsuit, entitled Vinson Investments LLC vs. Bret Livingstone Strong et al. (Case No. 20SMCV00872) is pending in the Santa Monica Courthouse of the Los Angeles Superior Court, Department I, the Honorable Mark Epstein, Judge Presiding (the "Loan Enforcement Action").

21. During the course of the Loan Enforcement Action, the Court, at Plaintiff's request, entered a Protective Order, requiring that the entire Museum Collection be placed for safekeeping at a secure location where it could not be removed without the consent of both Plaintiff and BLS/JSA, or further Court order. The Los Angeles Fine Arts & Wine Storage Company (the "Storage Company") was designated as the location for storing the Museum Collection while the Loan Enforcement Action was pending.

22. BLS and JSA, acting through LGI LLP, affirmed to the Court in October of 2022 in the Loan Enforcement Action that they had fully complied with the Court's Protective Order, meaning that the entire Museum Collection had been deposited at the Storage Company. Approximately one year later, in or about November of 2023, Plaintiff learned that the entire Museum Collection had not been deposited at the Storage Company, but that a number of pieces were missing. It turns out that the missing pieces had been sold off to third parties, with BLS and/or JSA pocketing the proceeds from those sales.

23. Judge Epstein in the Loan Enforcement Action on or about November 16, 2023 ordered that BLS and Stason provide declarations identifying what had happened to the missing Museum Collection pieces, and the resulting declarations from BLS and Stason identified Browar, Hershfield, Ranch, Yousif and Randall as recipients and/or purchasers of fourteen pieces originally belonging to the Museum Collection.

24. After the lawsuit was filed, BLS and JSA entered into settlement agreements which provided, among other things, that if the Museum Collection was not sold by BLS or JSA within a certain time frame, then the artwork would be sold at an auction.

25. The Museum Collection was not sold within the time frame set forth in the settlement agreements, so Plaintiff brough a Motion to Enforce Settlement in the Enforcement Action, which Motion was granted in part as discussed in greater detail below.

26. In or about December of 2024, in response to Plaintiff's Motion to Enforce, King's Auction House ("King's") was designated as the entity that would perform the auction identified in the Settlement Agreements; and, pursuant to Court Order, and BLS/JSA entered into an agreement for the auctioning of the Museum Collection with King's. Consistent with that auction agreement, the remainder of the Museum Collection was turned over to King's to be photographed, inventoried, catalogued, and auctioned. However, when King's inventoried the remainder of the Museum Collection, King's discovered that additional pieces were missing and/or were copies.

27. In addition, all of the Defendants, except for Yousif and Randall, thereafter undertook efforts to interfere with and thwart the auction process.

28. The net result of the Defendants' conduct is that a buyer who was prepared to pay in excess of $10 million for the remainder of the Museum Collection was driven away, as were other legitimate buyers.

29. The improper activities of the Defendants delayed the auction and impaired the ability of King's to obtain buyers at the level previously encountered, with the result that the Museum Collection did not sell at auction. Ultimately, the Court allowed Vinson to credit bid on the artwork, and it did so. Nevertheless, there is an outstanding balance owing to the Plaintiff.

The Second Cause of Action alleges:

36. Defendants violated Penal Code section 496 by taking and/or receiving money and/or property (fourteen Museum Collection pieces) belonging to others (i.e. Plaintiff) by theft or fraud, and knowing that the property was so obtained or by failing to return property that rightfully belongs to Plaintiff. In addition, defendants violated this statute by concealing and/or withholding the property or by aiding others in doing so, knowing that the property was so obtained.

37. Plaintiff has been injured by defendants' violations of Penal Code section 496, thus triggering the remedies provided by the statute, including subdivision (c) of this statute. (FAC P.P. 14-29, 36-37.)

The Third and Fourth Causes of Action allege:

39. Plaintiffs and King's, as well as prospective bidders on the Museum Collection, were in an economic relationship that probably would have resulted in an economic benefit to Plaintiff.

40. Defendants Hershfield, Browar, Ranch, Glina, LGI, Stason, Taz, and Does 1-20 knew of the relationship.

41. Said Defendants engaged in wrongful conduct by interfering in the auction process, including but not limited to harassing King's, and undertaking other actions intended to impede and harass King's, to drive away potential bidders, and lower the value of the Museum Collection artwork that King's was auctioning.

42. By engaging in this conduct, said Defendants intended to disrupt the relationship and/or knew that the disruption of the relationship was certain or substantially certain to occur; (FAC P.P. 39-42.)

Thus, read in whole and in context, it is clear who is alleged to have done what. As such, the Court cannot say that the allegations are so faulty that Defendants cannot determine what issues must be admitted or denied or what claims are directed against them. Therefore, the Court declines to sustain Moving Defendants' demurrer to the FAC on the grounds of uncertainty.

C. FAILURE TO STATE A CAUSE OF ACTION

i. Plaintiff's Ownership Interest in the Artwork

Moving Defendants demur to all causes of action on the grounds that Plaintiff fails to establish a legal right to possession of the artwork, upon which all causes of action are based. Specifically, Moving Defendants argue that the FAC articulates three grounds for Plaintiff's alleged right to possession of the artwork: (1) the UCC (FAC P. 19); (2) a protective order entered in the Loan Enforcement Action requiring that the art be placed in the Los Angeles Fine Arts & Wine Storage Company (FAC P. 21); and the credit bid on the art remaining after the court ordered auction in the Loan Enforcement Action (FAC Prayer P. 7).

Moving Defendants argue that Judge Epstein already held in connection with the granting of Plaintiff's Motion for Summary Judgment in the Loan Enforcement Action that "[t]he language of the settlement agreements indicate they superseded the original loan and security agreements" and therefore Plaintiff is collaterally estopped from relitigating that issue here.

Collateral estoppel has five elements: First, the issue sought to be precluded from relitigation must be identical to that decided in a former proceeding. Second, this issue must have been actually litigated in the former proceeding. Third, it must have been necessarily decided in the former proceeding. Fourth, the decision in the former proceeding must be final and on the merits. Finally, the party against whom preclusion is sought must be the same as, or in privity with, the party to the former proceeding. (Lucido v. Superior Court (1990) 51 Cal.3d 335, 341.)

As recited in that order, Plaintiff sued Strong for the outstanding loan balances owed. As part of a settlement agreement, Plaintiff gave up its right to the artwork, with the understanding that Strong would sell it to satisfy the negotiated settlement amount owed. In other words, Plaintiff agreed to accept liquidated damages in lieu of an ownership interest in the art. There is a dispute over which pieces of art in the collection were meant to be sold as part of the agreement and ultimately, Strong's sale of the art, which the parties had anticipated would exceed the settlement amount, actually fell short of the settlement amount. In granting Plaintiff's motion for summary judgment that Plaintiff is entitled to a deficiency judgment against Strong, the trial court determined that the settlement agreement superseded the original UCC. (RJN Ex. 6.)

Thus, the issue of whether Plaintiff retained an ownership interest in the underlying artwork following Plaintiff's settlement agreement with Strong is identical to the issue here; the issue was actually litigated in supplemental briefing in connection with the summary judgment motion in the prior action; the issue was necessarily decided on the merits, and Plaintiff was the same in both actions. Therefore, Plaintiff is collaterally estopped from asserting a right in the underlying artwork in connection with this action.

However, Plaintiff's alleged ownership interest in the underlying artwork itself only forms the basis of the first, second, and fifth causes of action:

31. An actual controversy has arisen as to whether Plaintiff should have possession and or ownership of the missing pieces held by defendants Browar, Hirschfield, Ranch Capital, BH, Yousif and Randall.

36. Defendants violated Penal Code section 496 by taking and/or receiving money and/or property (fourteen Museum Collection pieces) belonging to others (i.e. Plaintiff) [...]

57. Plaintiff owned, possessed, and/or had a right to possess the Museum Collection, including each and every piece therein. (FAC P.P. 31 [First Cause of Action]; P. 36 [Second Cause of Action]; P. 57 [Fifth Cause of Action].)

By contrast, the third and fourth causes of action for intentional and negligent interference with prospective economic advantage focused on the defendants' alleged interference with the auctions of the art, the profits of which would have been used to pay the amounts owed Plaintiff. As to those causes of action, Plaintiff alleges: "Plaintiffs and King's, as well as prospective bidders on the Museum Collection, were in an economic relationship that probably would have resulted in an economic benefit to Plaintiff." (FAC P.P. 39, 48.) Plaintiff's alleged economic relationship does not depend on Plaintiff having an ownership interest in the underlying artwork itself.

Moving Defendants also point out that the protective order entered on July 11, 2022 (RJN Ex. 9), was after Yousif, Randall, Hershfield, and Browar took possession of the artwork in question in January 2020, October 2021, and November 2021 (RJN Ex. 7 at P. 14). Thus, the protective order did not apply to those pieces already sold to the defendants herein, but also did not create any ownership interest by Plaintiff in the artwork. Finally, Plaintiff made a credit bid in the amount of $2.5 million on the unsold pieces, pursuant to a March 7, 2025 order. (FAC P. 29; RJN Ex. 6, 10.) But again, the unsold pieces would not include pieces already sold to the defendants herein.

Therefore, the Court sustains Moving Defendants' demurrer to the first, second, and fifth causes of action on the grounds that Plaintiff is collaterally estopped from asserting an interest in the underlying art pieces pursuant to the original loan/UCC, and neither the protective order nor the credit bid created an ownership interest in the art pieces at issue here.

ii. Third and Fourth Causes of Action for Intentional/Negligent Interference with Prospective Economic Advantage

Moving Defendants additionally demur to the third and fourth causes of action on the ground that the FAC fails to allege the elements of an intentional or negligent interference with prospective economic advantage with specificity. But there is no heightened pleading requirement for a cause of action for interference with prospective economic advantage. Therefore, the Court overrules Moving Defendants' demurrer to the third and fourth causes of action.

2. MOTION TO STRIKE

Any party, within the time allowed to respond to a pleading, may serve and file a motion to strike the whole pleading or any part thereof. (Code Civ. Proc., Sec. 435, subd. (b)(1); Cal. Rules of Court, rule 3.1322, subd. (b).) On a motion to strike, the court may: (1) strike out any irrelevant, false, or improper matter inserted in any pleading; or (2) strike out all or any part of any pleading not drawn or filed in conformity with the laws of California, a court rule, or an order of the court. (Code Civ. Proc., Sec. 436, subd. (a)-(b); Stafford v. Shultz (1954) 42 Cal.2d 767, 782.)

a. Attorneys' Fees

Plaintiff seeks attorneys' fees pursuant to Penal Code section 496. As discussed above, because the Court sustains Plaintiff's demurrer to the second cause of action, the Court similarly strikes Plaintiff's request for attorneys' fees.

b. Return of the Artwork, Declaration of First Priority Lien

Similarly, as discussed above, because the Court determines that Plaintiff is collaterally estopped from relitigating the issue of whether Plaintiff has a first priority lien and Plaintiff has not adequately alleged any other ownership interest in the artwork in question, the Court similarly strikes Plaintiff's request for a return of the artwork and a declaration that Plaintiff has a first priority lien.

c. Punitive Damages

In ruling on a motion to strike punitive damages, "judges read allegations of a pleading subject to a motion to strike as a whole, all parts in their context, and assume their truth." (Clauson v. Superior Court (1998) 67 Cal.App.4th 1253, 1255.) To state a prima facie claim for punitive damages, a plaintiff must allege the elements set forth in the punitive damages statute, Civil Code section 3294. (College Hosp., Inc. v. Superior Court (1994) 8 Cal.4th 704, 721.) Per Civil Code section 3294, a plaintiff must allege that the defendant has been guilty of oppression, fraud, or malice. (Civ. Code, Sec. 3294, subd. (a).)

As set forth in the Civil Code, (1) "Malice" means conduct which is intended by the defendant to cause injury to the plaintiff or despicable conduct which is carried on by the defendant with a willful and conscious disregard of the rights or safety of others. (2) "Oppression" means despicable conduct that subjects a person to cruel and unjust hardship in conscious disregard of that person's rights. (3) "Fraud" means an intentional misrepresentation, deceit, or concealment of a material fact known to the defendant with the intention on the part of the defendant of thereby depriving a person of property or legal rights or otherwise causing injury. (Civ. Code, Sec. 3294, subd. (c)(1)-(3), emphasis added.)

Further, a plaintiff must assert facts with specificity to support a conclusion that a defendant acted with oppression, fraud or malice. To wit, there is a heightened pleading requirement regarding a claim for punitive damages. (See Smith v. Superior Court (1992) 10 Cal.App.4th 1033, 1041-1042.) "When nondeliberate injury is charged, allegations that the defendant's conduct was wrongful, willful, wanton, reckless or unlawful do not support a claim for exemplary damages; such allegations do not charge malice. When a defendant must produce evidence in defense of an exemplary damage claim, fairness demands that he receive adequate notice of the kind of conduct charged against him." (G. D. Searle & Co. v. Superior Court (1975) 49 Cal.App.3d 22, 29 [cleaned up].)

In Anschutz Entertainment Group, Inc. v. Snepp, the Court of Appeal noted that the plaintiffs' assertions related to their claim for punitive damages were "insufficient to meet the specific pleading requirement." (Anschutz Entertainment Group, Inc. v. Snepp (2009) 171 Cal.App.4th 598, 643 [plaintiffs alleged "the conduct of Defendants was intentional, and done willfully, maliciously, with ill will towards Plaintiffs, and with conscious disregard for Plaintiff's rights. Plaintiff's injuries were exacerbated by the malicious conduct of Defendants.

Defendants' conduct justifies an award of exemplary and punitive damages"]; see also Grieves v. Superior Court (1984) 157 Cal.App.3d 159, 166 ["The mere allegation an intentional tort was committed is not sufficient to warrant an award of punitive damages. Not only must there be circumstances of oppression, fraud, or malice, but facts must be alleged in the pleading to support such a claim"].)

Moreover, "the imposition of punitive damages upon a corporation is based upon its own fault. It is not imposed vicariously by virtue of the fault of others." (City Products Corp. v. Globe Indemnity Co. (1979) 88 Cal.App.3d 31, 36.) "Corporations are legal entities which do not have minds capable of recklessness, wickedness, or intent to injure or deceive. An award of punitive damages against a corporation therefore must rest on the malice of the corporation's employees. But the law does not impute every employee's malice to the corporation. Instead, the punitive damages statute requires proof of malice among corporate leaders: the officers, directors, or managing agents." (Cruz v. Home Base (2000) 83 Cal.App.4th 160, 167 [cleaned up].)

Here, the FAC is devoid of specific allegations regarding the who, what, when, where, or how Defendants engaged in oppression, fraud, or malice. Instead, the FAC merely concludes:

40. Defendants Hershfield, Browar, Ranch, Glina, LGI, Stason, Taz, and Does 1-20 knew of the relationship.

41. Said Defendants engaged in wrongful conduct by interfering in the auction process, including but not limited to harassing King's, and undertaking other actions intended to impede and harass King's, to drive away potential bidders, and lower the value of the Museum Collection artwork that King's was auctioning.

42. By engaging in this conduct, said Defendants intended to disrupt the relationship and/or knew that the disruption of the relationship was certain or substantially certain to occur; 46. In undertaking the conduct described above, said Defendants acted with malice, oppression, and fraud. Plaintiffs are therefore entitled to exemplary or punitive damages from Defendants in such amounts as may be necessary to punish him for their wrongful acts. (FACP.P. 40-42, 46.)

Therefore, the Court grants Moving Defendants' motion to strike in its entirety.

3. LEAVE TO AMEND

A plaintiff has the burden of showing in what manner the complaint could be amended and how the amendment would change the legal effect of the complaint, i.e., state a cause of action. (See The Inland Oversight Committee v. City of San Bernardino (2018) 27 Cal.App.5th 771, 779; PGA West Residential Assn., Inc. v. Hulven Int'l, Inc. (2017) 14 Cal.App.5th 156, 189.) A plaintiff must not only state the legal basis for the amendment, but also the factual allegations sufficient to state a cause of action or claim. (See PGA West Residential Assn., Inc. v.

Hulven Int'l, Inc., supra, 14 Cal.App.5th at p. 189.) Moreover, a plaintiff does not meet his or her burden by merely stating in the opposition to a demurrer or motion to strike that "if the Court finds the operative complaint deficient, plaintiff respectfully requests leave to amend." (See Major Clients Agency v Diemer (1998) 67 Cal.App.4th 1116, 1133; Graham v. Bank of America (2014) 226 Cal.App.4th 594, 618 [asserting an abstract right to amend does not satisfy the burden].)

Here, Plaintiff argues that it can allege additional facts concerning the circumstances of Plaintiff's discovery of Defendant's possession of the artwork and additional facts supporting Plaintiff's possessory and ownership interests in the artwork. Therefore, the Court grants Plaintiff's request for leave to amend.

CONCLUSION AND ORDER

For the reasons stated, the Court overrules Moving Defendants' demurrer to the third and fourth causes of action but sustains Moving Defendants' demurrer to the first, second, and fifth causes of action with leave to amend. Further, the Court grants Moving Defendants' motion to strike the requests for attorneys fees, punitive damages, a declaration that Plaintiff has a security interest in the art, and a return of the art with leave to amend.

Plaintiff shall file and serve a Second Amended Complaint in conformity with this ruling on or before September 18, 2026. Moving Defendants shall provide notice of the Court's ruling and file the notice with a proof of service forthwith.

DATED: September 1, 2026

_______/s/____________________ Michael E. Whitaker Judge of the Superior Court