Abbie Gougerchian v. Patrick Googerchian et al.

sounds like something that needs to be addressed by a supplemental complaint or a separate lawsuit, as it is conduct that arose after the commencement of this action. "[B]ecause the procedure to enforce a settlement under section 664.6 was not exclusive, the parties could pursue other avenues of relief, such as a motion for summary judgment, a separate suit in equity, or an amendment of the pleadings." (Levy v. Superior Court (1995) 10 Cal.4th 578, 581, superseded by statute on other grounds as stated in Greisman v. FCA US, LLC (2024) 103 Cal.App.5th 1310, 1325-26.)

To the extent moving parties wish to assert the releases as affirmative defenses to specific claims by way of an appropriate motion, nothing prevents them from doing so unless Albert successfully effectuates rescission. The severance provision in P. 21 of the Settlement Agreement does not mandate otherwise. As such, the motion to enforce settlement and for attorney's fees is DENIED.

following tentative ruling is issued pursuant to Rule of Court 3.1308 at 2:26 PM on August 31, 2026. Rule of Court 3.1308(a)(1) provides that a "tentative ruling will become the ruling of the court if the court has not directed oral argument by its tentative ruling and notice of intent to appear has not been given." The Court does not desire oral argument on the motion addressed herein. Notice of intent to appear is REQUIRED pursuant to California Rule of Court 3.1308(a)(1). No later than 4:00 p.m. on DATE \@ "MMMM d, yyyy" August 31, 2026, the moving and opposing parties must provide notice to ALL OTHER PARTIES and the staff of Department 734 whether the party intends to (1) appear and argue the motion, or (2) submit to the tentative ruling.

Notice to Department 734 should be sent by email to [email protected], with opposing parties copied on the email. The high volume of telephone calls to Department 734 may delay the Court's receipt of notice, so telephonic notice to 213-830-0776 should be reserved for situations where parties are unable to give notice by email.

This is a dispute between cousins over valuation of shares of a family-owned business. Plaintiff Abbie Gougerchian moves for leave to amend the operative First Amended Complaint to conform to proof at trial.

TENTATIVE RULING

Plaintiff Abbie Gougerchian's motion for leave to amend the operative First Amended Complaint to conform to proof at trial is DENIED. The Second Amended Complaint filed on August 5, 2026 without leave of court is ordered STRICKEN pursuant to Code Civ. Proc. Sec. 436(b).

ANALYSIS

Motion For Leave To Amend Complaint To Conform To Proof At Trial

Discussion

The Court has reviewed the moving and opposing briefs filed by the parties (no reply brief was filed), but only addresses the points which the Court deems to be material to the disposition of this motion. Plaintiff Abbie Gougerchian moves for leave to amend the operative First Amended Complaint to conform to proof at trial. Plaintiff presents the basis for this motion is as follows:

At trial, the evidence showed that Defendant Patrick induced Abbie to enter into and perform the parties' October 2020 Agreement by representing that he had authority to both speak for and bind his father, Al Googerchian ("Al"), and that he held a power of attorney to both act for and bind his sister, Bianca. On Trial Day 7, Patrick's own sworn testimony established that those representations were false when made. Patrick admitted that the "we" in his operative October 26, 2020, email (Exhibit 11) included his father Al, yet that Patrick had no basis to commit Al and no authority to bind him. (Trial Day 7 - 8/4/26).

He admitted that, although he could speak for Al, he lacked legal authority to bind him, and that he never obtained Al's permission to speak for him at the Jonathan Club meeting and never disclosed that limitation to Abbie. (Trial Day 7 - 8/4/26). Despite this, Patrick through words and conduct led Abbie to believe Patrick was speaking for Al.

As to Bianca, Patrick admitted he was uncertain as to whether he could sign Bianca's name and bind her interest at the time of the October 26 agreement. (Trial Day 7 - 8/4/26). He nonetheless doubled down that a written power of attorney over Bianca's interest exists and claims he produced it to his attorneys (but which Plaintiff has never received)--testimony that contradicts Bianca's own testimony that the arrangement with Patrick to represent her business interests with respect to PowerCo and APB Broadway was verbal and not in writing. (Trial Day 7 - 8/4/26).

These facts fit squarely within Plaintiff's already-pleaded Fourth Cause of Action for False Promise, which alleges that Patrick and Bianca made promises regarding the Agreement that they never intended to perform, on which Abbie reasonably relied to his detriment. (FAC P.P. 55-57). Plaintiff seeks leave to amend that existing cause of action to conform to proof at trial by adding the "authority" representations by Patrick to Abbie, respecting his father Al, as misrepresentations of then-existing fact under Civil Code section 1572, subdivisions (1) and (2). The amendment adds no new cause of action, no new measure of damages, and no facts outside the October 2020 negotiation already at the heart of every count. Because the amendment rests on the same general set of facts already pleaded and works no prejudice, it should be allowed

In the Opposition, Defendant argues: The proposed SAC does not conform to any evidence adduced at trial. Plaintiff is now attempting to assert a brand new and entirely different claim for false promise that is fundamentally different from the one he previously alleged in his FAC. The evidence adduced at trial, including Plaintiff's own testimony, verifies that there is absolutely no merit to his new fraud claim. The proposed SAC is contradictory to the FAC and based on new and completely different sets of facts from those previously alleged and thereby violates the standard for permitting an amendment to conform to proof set forth in the controlling case of City of Stanton v. Cox (1989) 207 Cal.App.3d 1557, 1563.

The proposed SAC alleges facts that, even if true, and they are not true, could have been ascertained by Plaintiff at the time of filing the FAC and Plaintiff has not adequately explained why he did not assert them before. There would be extreme prejudice to Defendants if the Motion is granted on account of their having to address a new claim and a new sets of facts, particularly after preparing to oppose the prior false promise allegations made in the FAC, where Defendants had no opportunity to conduct discovery or present evidence at Phase 1 of the trial to contest such entirely new allegations. In fact, Plaintiff seems to have determined this new pathway mid trial and sought to elicit testimony to support his new theory, while Defendants never had any corresponding opportunity to meaningfully defend against the claim. This is trial by ambush.

The Court notes that the fourth cause of action for false promise in the First Amended Complaint is based on the following allegations: 56. Patrick and Bianca promised Abbie they would each perform their stated obligations under the Agreement without any intention of doing so when said promise were made. In so doing, Patrick and Bianca intended that Abbie rely on their promises. Abbie reasonably relied on Defendants' promises to his detriment.

57. Patrick and Bianca failed to perform the obligations they promised Abbie, and as a result thereof, Abbie was harmed. Plaintiff's reliance on Patrick and Bianca's promises under the Agreement was a substantial factor in causing harm to Abbie. (1AC, P.P. 56, 57 [bold emphasis added].)

The proposed Second Amended Complaint alleges as follows: 56. Patrick and Bianca promised Abbie they would each perform their stated obligations under the Agreement without any intention of doing so when said promise were made. In so doing, Patrick and Bianca intended that Abbie rely on their promises. Abbie reasonably relied on Defendants' promises to his detriment.

57. In addition to the promissory misrepresentations alleged above, and in furtherance of inducing Abbie to enter into the Agreement, Patrick made affirmative representations of then existing fact that were false when made. During the October 2020 negotiation of the Agreement-- including at the October 25, 2020, meeting at the Jonathan Club and in the October 26, 2020, email attached as Exhibit 1--Patrick represented to Abbie that he had authority to act for and to bind his father, Al, and that he held a power of attorney authorizing him to act for and to bind his sister, Bianca, with respect to the sale and redemption of Patrick and Bianca's respective minority interests in the Entities.

58. Each of these representations was a representation of fact, was false, and was known by Patrick to be false when made, or was made by Patrick recklessly and without regard for its truth. In truth, Patrick lacked authority to bind Al; the collective "we" reflected in the October 26, 2020, email included Al even though Patrick had no permission to commit Al and no authority to bind him; and Patrick did not obtain Al's permission to speak on his behalf and did not disclose that limitation to Abbie. As for Bianca, Patrick could not sign Bianca's name or otherwise bind her interest at the time of the October 26 agreement.

59. Patrick made these representations with the intent to induce Abbie to rely upon them and to enter into and perform the Agreement. Abbie reasonably and justifiably relied on Patrick's representations of authority in entering into the Agreement, in authorizing and paying for the appraisals, and in proceeding with performance, as alleged above. Abbie was not informed that Patrick lacked Al's permission to both speak for or bind him, or that Bianca was unaware of the negotiation and that Patrick then lacked authority to bind her. Had Abbie known these facts, he would not have entered into or performed the Agreement in the manner he did.

60. Abbie's reliance on Patrick's false representations of authority was a substantial factor in causing Abbie harm, in an amount to be established according to proof at trial.

61. Patrick and Bianca failed to perform the obligations they promised Abbie, and as a result thereof, Abbie was harmed. Plaintiff's reliance on Patrick and Bianca's promises under the Agreement was a substantial factor in causing harm to Abbie. (Proposed 2AC,, P.P. 56 - 61 [bold emphasis added].)

A trial court may allow the amendment of a pleading at any time up to and including trial. (Code Civ. Proc., Sec.Sec. 576, 473, subd. (a)(1).) Leave to [*355] amend to conform to proof at trial ordinarily is liberally granted unless the opposing party would be prejudiced by the amendment. (Citation omitted.) Leave to amend a pleading at trial is properly denied, however, if the proposed amendment raises new issues that the opposing party has had no opportunity to defend. (Ibid.) The decision whether to grant leave to amend a pleading at trial is committed to the sound discretion of the trial court. (Citations omitted.) (Singh v. Southland Stone (2010) U.S.A., Inc., 186 Cal.App.4th 338, 354-55 [bold emphasis added].)

As summarized by our Supreme Court in Trafton v. Youngblood (1968) 69 Cal.2d 17, 31 [69 Cal. Rptr. 568, 442 P.2d 648]: "[T]he allowance of amendments to conform to the proof rests largely in the discretion of the trial court and its determination will not be disturbed on appeal unless it clearly appears that such discretion has been abused. [Citations.] Such amendments have been allowed with great liberality 'and no abuse of discretion is shown unless by permitting the amendment new and substantially different issues are introduced in the case or the rights of the adverse party prejudiced [citation].' (Italics added.) [Citations.]"

Conversely, "' amendments of pleadings to conform to the proofs should not be allowed when they raise new issues not included in the original pleadings and upon which the adverse party had no opportunity to defend. [Citations.]' [Citations.]" (Ibid.) [*910] "The cases on amending pleadings during trial suggest trial courts should be guided by two general principles: (1) whether facts or legal theories are being changed and (2) whether the opposing party will be prejudiced by the proposed amendment.

Frequently, each principle represents a different side of the same coin: If new facts are being alleged, prejudice may easily result because of the inability of the other party to investigate the validity of the factual allegations while engaged in trial or to call rebuttal witnesses. If the same set of facts supports merely a different theory--for example, an easement as opposed to a fee--no prejudice can result." (City of Stanton v. Cox (1989) 207 Cal.App.3d 1557, 1563 [255 Cal. Rptr. 682].)

"The basic rule applicable to amendments to conform to proof is that the amended pleading must be based upon the same general set of facts as those upon which the cause of action or defense as originally pleaded was grounded." (Citation omitted.) (Garcia v. Roberts (2009) 173 Cal.App.4th 900, 909-10 [bold emphasis added].)

Here, Plaintiff's proposed amendments raise a host of issues which Defendants have not had an opportunity to defend against:

¿ Patrick purporting to act on behalf of Al and Bianca raises the issue of whether Patrick had actual or ostensible authority to act as their agent. An agent is one who represents another, called the principal, in dealings with third persons." (Civ. Code, Sec. 2295.) "In California agency is either actual or ostensible. (Civ. Code, Sec. 2298.) An agency is actual when the agent is really employed by the principal. (Civ. Code, Sec. 2299.) An agency is ostensible when a principal causes a third person to believe another to be his agent, who is really not employed by him. (Civ.

Code, Sec. 2300.) [P.] An agent has the authority that the principal, actually or ostensibly, confers upon him. (Civ. Code, Sec. 2315.) ... Ostensible authority ... is the authority of the agent which the principal causes or allows a third person to believe that the agent possesses. (Civ. Code, Sec. 2317.)" (Van Den Eikhof v. Hocker (1978) 87 Cal.App.3d 900, 905 [151 Cal. Rptr. 456].)

Before recovery can be had against the principal for the acts of an ostensible agent, three requirements must be met: The person dealing with an agent must do so with a reasonable belief in the agent's authority, such belief must be generated by some act or neglect by the principal sought to be [*404] charged and the person relying on the agent's apparent authority must not be negligent in holding that belief. (Citations omitted.) Ostensible agency cannot be established by the representations or conduct of the purported agent; the statements or acts of the principal must be such as to cause the belief the agency exists. (Citations omitted.) "'Liability of the principal for the acts of an ostensible agent rests on the doctrine of "estoppel," the essential elements of which are representations made by the principal, justifiable reliance by a third party, and a change of position from such reliance resulting in injury. [Citation.]' [Citation.]" (Citation omitted.) (J.L. v.

Children's Institute, Inc. (2009) 177 Cal. App. 4th 388, 403-404.)

¿ The equal dignities rule is also an issue: [T]he "equal dignities" rule¿of Civil Code section 2309 (section 2309) provides that a principal's¿ oral ¿authorization to an agent "is sufficient for any purpose, except that an authority to enter into a contract required by law to be in writing can only be given by an instrument in writing." (Estate of Stephens (2002) 28 Cal. 4th 665, 672.)

¿ In turn, this raises the issue of whether the alleged agreement was required by the statute of frauds to be given in writing. The statute of frauds does not apply to agreements among partners or joint venturers regarding sharing profits from real property, but does apply to agreements between partners or joint venturers for the transfer of real property. (Kaljian v. Menezes (1995) 36 Cal.App.4th 573, 583-87.)

Because Plaintiff's proposed amendment raised new issues which were not included in the original pleadings and Defendants did not have an opportunity to litigate these issues, the proposed amendment is outside the scope of leave to conform to proof at trial. (Garcia, supra, 173 Cal.App.4th at 909-10.) As such, the motion for leave to amend the operative First Amended Complaint to conform to proof at trial is DENIED. The Second Amended Complaint filed on August 5, 2026 without leave of court is ordered STRICKEN pursuant to Code Civ. Proc. Sec. 436(b).

Case Number: 26STCV10205 Hearing Date: September 1, 2026 Dept: 134

The following tentative ruling is issued pursuant to Rule of Court 3.1308 at DATE \@ "h:mm am/pm" 2:26 PM on DATE \@ "MMMM d, yyyy" August 31, 2026. Rule of Court 3.1308(a)(1) provides that a "tentative ruling will become the ruling of the court if the court has not directed oral argument by its tentative ruling and notice of intent to appear has not been given." The Court does not desire oral argument on the motion addressed herein. Notice of intent to appear is REQUIRED pursuant to California Rule of Court 3.1308(a)(1).

No later than 4:00 p.m. on DATE \@ "MMMM d, yyyy" August 31, 2026, the moving and opposing parties must provide notice to ALL OTHER PARTIES and the staff of Department 734 whether the party intends to (1) appear and argue the motion, or (2) submit to the tentative ruling. Notice to Department 734 should be sent by email to [email protected], with opposing parties copied on the email. The high volume of telephone calls to Department 734 may delay the Court's receipt of notice, so telephonic notice to 213-830-0776 should be reserved for situations where parties are unable to give notice by email.

Petitioner suffered injuries in a motor vehicle accident on March 14, 2024, while driving in the course and scope of rideshare services for Lyft. Respondents are insurance carriers which issued policies both of which contain an arbitration provision requiring that disputes regarding benefits owed under the policy be resolved through binding arbitration. Petitioner filed a petition to open an unlimited civil action in order to obtain