THE REAL A TEAM CORPORATION v. INDEPENDENCE HCM INC., et al.

. " It does not require the Judgment Creditor to make any showing that the second condition has been met.

T he law also allows the LLC to resist foreclosure upon an evidentiary showing of the effect of foreclosure on the partnership business. Yet the Judgment Creditor would completely deprive the LLC of this defense.

In sum, the Court will allow only orders that require Vendome, DHS and Motash14 to distribute distributions related to the debtors' interest in the LLCs. The Court denies all other orders.

CONCLUSION AND ORDER

For the foregoing reasons, the Court GRANTS IN PART and DENIES IN PART Judgment Creditor's motions for charging orders against Motamen and Benyamini. All charging orders directed to DHS2016 are denied. All charging orders directed to 132 Vendome, LLC, Benyamini DHS, LLC and Motash14, LLC are denied except for the following:

Directing BENYAMINI DHS, LLC's managing members and managers to pay any money or property in their possession due or to become due to Ramin Benyamini ("BENYAMINI") directly to LEWIS TRUST until the Judgment, plus all accrued post-judgment interest and post-judgment costs, is paid in full. (Order 1.)

Directing 132 Vendome, LLC's managing members and managers to pay any money or property in their possession due or to become due to BENYAMINI directly to LEWIS TRUST until the Judgment, plus all accrued post-judgment interest and post-judgment costs, is paid in full. (Order 18)

Direct ing MOTASH14 LLC's managing members and managers to pay any money or property in their possession due or to become due to MOTAMEN directly to LEWIS TRUST until the Judgment, plus all accrued post-judgment interest and post-judgment costs, is paid in full. (Order 1.)

IT IS SO ORDERED.

DATED: September 3, 2026 ___________________________ Edward B. Moreton, Jr. Judge of the Superior Court

Superior Court of California County of Los Angeles - West District Beverly Hills Courthouse / Department 205 THE REAL A TEAM CORPORATION, Plaintiffs, v. INDEPENDENCE HCM INC., et al., Defendants. | Case No.: 2 3 SMCV0 3909 Hearing Date: September 3, 2026 [TENTATIVE] order RE: defendant dov jacobs' demurrer to and motion to strike COMPLAINT | BACKGROUND

This is a fraud and breach of contract case. Plaintiff The Real A Team Corporation is a medical consulting firm that works with home health companies, hospice groups, assisted living companies, board and care homes and skilled nursing facilities to help them with Medicare and Medi-Cal issues. (Compl. paragraph 7.)

Defendants Independence HCM, Inc. and Dov Jacobs provide in-home care for patients who are given a prescription by their physician for nurse visits, physical therapy, occupational therapy, social worker visits and similar services that are then billed (when coded correctly) to Medicare or other insurance. (P aragraph 8.)

From May 2017 through August 2018, Plaintiff entered into four (4) service agreements with Legacy and Defendants, whereby Plaintiff agreed to provide various services to Legacy and Defendants. Defendants negotiated the agreements and represented to Plaintiff that Legacy and Defendants are the same organization. (Paragraph 9.)

Defendants repeatedly made representations to Plaintiff that Defendants would be responsible for, and would pay, all services rendered to Legacy and Defendants. Defendants also managed Legacy's accounts and made payments to Plaintiff for services rendered to Legacy. As a result, Plaintiff continued to render services to Legacy and Defendants. (Paragraph 11.)

However, a fter receiving no payment from Defendants, Plaintiff notified Defendants that Plaintiff had temporarily suspended services to Legacy and Defendants due to non-payment. (Paragraph 15.)

According to the terms of the agreements, Plaintiff filed a demand for arbitration. Defendant Jacobs actively participated in the arbitration proceedings, continued to assert that he was the owner of Legacy and Independence, with full authority to represent them and resolve the matter on their behalf. (Paragraph 18.)

On or about December 21, 2020, the Arbitrator issued an award in favor of Plaintiff and against Legacy in the amount of $192,424.21 ("Arbitration Award") . T he Court confirmed an Arbitration Award of $192,424.21 against Legacy. (Paragraph 21.)

Plaintiff alleges that Defendants are the alter ego of Legacy. Jacobs is the owner of both Legacy and Independence and caused the entities to be operated as one and disregarded all corporate formalities. Jacobs also allegedly represented to Plaintiff that Independence and Legacy were the same organization, and that Defendants would be liable for Legacy's debts and obligations to Plaintiff. Defendants also promised to pay Plaintiff for services rendered to Defendants and Legacy, and indeed Defendants made payments to Plaintiff on behalf of Legacy. (Paragraph 22.)

The operative complaint alleges claims for (1) negligent misrepresentation, (2) breach of the implied covenant of good faith and fair dealing, (3) unjust enrichment, (4) intentional misrepresentation, (5) fraudulent inducement, (6) violation of California Business & Prof. Code Sec. 17200; (7) false promise, (8) civil conspiracy, (9) breach of contract, (10) common count: account stated, (11) common count: open book account, (12) concealment and (13) alter ego liability.

This hearing is on Jacobs' demurrer and motion to strike the complaint. Jacobs argues that all thirteen causes of actions fail because Plaintiff has not identified a contract entered into by Jacobs individually, and the Complaint attempts to relitigate contractual claims already adjudicated solely against Legacy. Jacobs also argues that the Complaint improperly attributes all conduct collectively to Defendants, fail s to plead the fraud-based claims with the required particularity and several causes of action are time-barred. Additionally, Jacobs asks the Court to strike Plaintiff's requests for attorneys' fees, compensatory damages and punitive damages in relation to the section 17200 claim, and the prayer for punitive damages against him (which is asserted based on an alter ego theory) .

MEET AND CONFER

Code Civ. Proc. Sec.Sec. 430.41 and 435.5 requires that before the filing of a demurrer or motion to strike, the moving party "shall meet and confer in person or by telephone" with the party who filed the pleading that is subject to demurrer or motion to strike for the purpose of determining whether an agreement can be reached that would resolve the objections to be raised in the demurrer or motion to strike. (Code Civ. Proc., Sec.Sec. 430.41(a), 435.5(a).)

The parties are to meet and confer at least five days before the date the responsive pleading is due. (Code Civ. Proc., Sec.Sec. 430.41(a)(2), 435.5(a)(2).)

Thereafter, the moving party shall file and serve a declaration detailing their meet and confer efforts. (Code Civ. Proc., Sec.Sec. 430.41(a)(3), 435.5(a)(3).)

Jacobs submit s the Declaration of Aryeh Kaufman who attests that he sent a "detailed" meet and confer letter to Plaintiff, and the parties "discussed" the issues but could not reach a resolution. There is no indication that the parties met and conferred by telephone or in person. Notwithstanding, the Court cannot overrule a demurrer or deny a motion to strike based on an insufficient meet and confer.

LEGAL STANDARD

"[A] demurrer tests the legal sufficiency of the allegations in a complaint." (Lewis v. Safeway, Inc. (2015) 235 Cal.App.4th 385, 388.)

A demurrer can be used only to challenge defects that appear on the face of the pleading under attack or from matters outside the pleading that are judicially noticeable. (See Donabedian v. Mercury Ins. Co. (2004) 116 Cal.App.4th 968, 994 (in ruling on a demurrer, a court may not consider declarations, matters not subject to judicial notice, or documents not accepted for the truth of their contents).)

For purposes of ruling on a demurrer, all facts pleaded in a complaint are assumed to be true, but the reviewing court does not assume the truth of conclusions of law. (Aubry v. Tri-City Hosp. Dist. (1992) 2 Cal.4th 962, 967.)

Further, the court may, upon motion, or at any time in its discretion, and upon terms it deems proper, strike any irrelevant, false, or improper matter inserted in any pleading. (Code Civ. Proc., Sec. 436, subd. (a).)

The court may also strike all or any part of any pleading not drawn or filed in conformity with the laws of this state, a court rule, or an order of the court. (Code Civ. Proc., Sec. 436, subd. (b).)

The grounds for a motion to strike are that the pleading has irrelevant, false, or improper matter, or has not been drawn or filed in conformity with laws. (Code Civ. Proc., Sec. 436.)

The grounds for moving to strike must appear on the face of the pleading or by way of judicial notice. (Code Civ. Proc., Sec. 437.)

Leave to amend must be allowed where there is a reasonable possibility of successful amendment. (See Goodman v. Kennedy (1976) 18 Cal.3d 335, 349 (court shall not "sustain a demurrer without leave to amend if there is any reasonable possibility that the defect can be cured by amendment"); Kong v. City of Hawaiian Gardens Redevelopment Agency (2002) 108 Cal.App.4th 1028, 1037 ("A demurrer should not be sustained without leave to amend if the complaint, liberally construed, can state a cause of action under any theory or if there is a reasonable possibility the defect can be cured by amendment."); Vaccaro v. Kaiman (1998) 63 Cal.App.4th 761, 768 ("When the defect which justifies striking a complaint is capable of cure, the court should allow leave to amend.").)

The burden is on the complainant to show the Court that a pleading can be amended successfully. (Blank v. Kirwan (1985) 39 Cal.3d 311, 318.)

DISCUSSION

Before even going into the merits of Jacobs' demurrer and motion to strike, the Court considers the threshold issue of whether the filings are timely.

Jacobs was served by publication. Service ¿of the summons by¿ publication ¿was¿ complete ¿on June 12, 2026, the¿ 28th ¿day after the¿ first date ¿of publication. (Sec. 415.50, subd. (c);¿ Gov. Code, Sec. 606 4.)

Based on the published summons, Jacobs had 30 days to respond, or by July 12. Because July 12 is a Sunday, Jacobs' time to respond is extended to Monday, July 13. (See C ode Civ. Proc., Sec. 10 [Sundays are holidays]; Code Civ. Proc. Sec. 12a(a) ¿[" If the last day for the performance of any act provided or required by law to be performed within a specified period of time is a holiday, then that period is hereby extended to and including the next day that is not a holiday "].)

Jacobs filed the demurrer and motion to strike on August 4, 2026. There is no indication that Jacobs' time to respond was extended by stipulation or Court order.

CONCLUSION AND ORDER

Based on the foregoing, the Court OVERRULES the demurrer and DENIES the motion to strike.

IT IS SO ORDERED.

DATED: September 3, 2026 ___________________________ Edward B. Moreton, Jr. Judge of the Superior Court Case Number: 24SMCV00989 Hearing Date: September 3, 2026 Dept: 205 Superior Court of California County of Los Angeles - West District Beverly Hills Courthouse / Department 20 5