Nguyen vs. Able Financial Corp.

Here, in the third cause of action, Plaintiff alleges a controversy has arisen between it and the named defendants in relation to their respective legal rights and duties with respect to the agreement. (Complaint, ¶ 40.) It alleges that it seeks a judicial determination of the rights and duties of the parties with respect to the agreement and a declaration that one or both of the named defendants is obligated to compensate Plaintiff for the financial guarantee requirements under the agreement. (Complaint, ¶ 42.)

Given these allegations, moving defendants are correct to the extent that they contend that the cause of action is derivative of the cause of action for breach of contract. Specifically, the first cause of action for breach of contract is defective because the defendants are not parties to the contract and Plaintiff has not pled any facts or theories showing that they can be held liable for the non-party’s alleged breach. As non-parties to the agreement, they have no interests or obligations under that agreement and Plaintiff has not shown otherwise. Declaratory relief would not be appropriate as a matter of law.

Thus, the Court sustains the demurrer to all three causes of action with 15 days leave to amend.

The case management conference is continued to November 16, 2026 at 10:00 a.m. in Department C27.

Moving party is ordered to give notice.

110 2025-01496315 1. Motion to Compel Arbitration 2. Case Management Conference Nguyen vs. Able Financial Corp. Defendants Nathan Nguyen’s and Thuy Dao’s motion to compel arbitration of Plaintiff Stacey Nguyen’s claims against them is granted.

The parties do not dispute the existence of an arbitration agreement that Plaintiff signed as part of the Business Purchase Agreement dated 2/1/24.

This agreement is attached to both Plaintiff’s initial Complaint and her First Amended Complaint as Ex. D. and states in part:

42. ARBITRATION OF DISPUTES A. The Parties agree that any dispute or claim in Law or equity arising between them out of this Agreement or any resulting transaction, which is not settled through mediation, shall be decided by neutral, binding arbitration...

While the agreement was technically between Plaintiff and 1988 TL Group, Plaintiff alleges that the moving Defendants were the "sole owners" and "alter egos" of the seller. (FAC, ¶¶ 4-10.)

The court in Thomas v. Westlake (2012) 204 Cal.App.4th 605, 614 held that “when a plaintiff alleges a defendant acted as an agent of a party to an arbitration agreement, the defendant may enforce the agreement even though the defendant is not a party thereto.” Based on this, Defendants have standing to compel arbitration.

Plaintiff argues in opposition that her fraud and deceit causes of action are not related to the purchase agreement and thus not arbitrable. The Court disagrees. Plaintiff’s fraud claim is based on alleged misrepresentations in connection with the sale (e.g., that the

business was properly permitted and profitable), and Plaintiff’s negligence claim is based on Defendants’ alleged duties to disclose relevant information regarding the business truthfully. (FAC, ¶¶ 41-44, 49.) These claims are encompassed by the arbitration agreement

Plaintiff additionally argues that because the other two defendants, Able Financial Corp. and Thea Mai, are not parties to the arbitration agreement and cannot be compelled to arbitrate, there is a risk of inconsistent or conflicting rulings.

Code Civ. Proc., § 1281.2(d) provides in part that if “a party to the arbitration is also a party to litigation in a pending court action or special proceeding with a third party as set forth under subdivision (c), the court (1) may refuse to enforce the arbitration agreement and may order intervention or joinder of all parties in a single action or special proceeding; (2) may order intervention or joinder as to all or only certain issues; (3) may order arbitration among the parties who have agreed to arbitration and stay the pending court action or special proceeding pending the outcome of the arbitration proceeding; or (4) may stay arbitration pending the outcome of the court action or special proceeding.” (Emphasis added.)

The Broker Defendants filed a notice of non-opposition to the motion, stating that they do not oppose the Court staying the case while arbitration between Plaintiff and the Seller Defendants takes place.

Plaintiff does not make any other arguments in her opposition. There is no showing that the agreement is unconscionable or otherwise unenforceable.

Based on the foregoing, the motion to compel arbitration is granted as to Defendants Nathan Nguyen and Thuy Dao.

This case is hereby stayed as to the claims between Plaintiff and Defendants Able Financial Corp. and Thea Mai.

The case management conference is vacated. The Court sets a status conference on June 28, 2027 at 10:00 a.m. in Dept. C27.

Defendants Nathan Nguyen and Thuy Dao shall give notice.

111 2025-01534663 1. Motion to Quash Service of Summons 2. Case Management Conference Beyene vs. Pavia The motion and case management conference are continued to August 24, 2026 at 2:00 p.m. in Department C27.

112 2025-01515687 1. Motion for Sanctions 2. Case Management Conference Horner vs. Kia America, Inc The motion of plaintiff Jeffrey Horner for an order imposing a monetary sanction of $2500.00 against the attorney of record for Defendant Kia America, Inc., and compelling Defendant Kia America, Inc., to produce its lemon law policy and procedure manuals without a confidential designation is denied in its entirety. The request of Defendant for a monetary sanction of $3350 against Plaintiff and Plaintiff’s counsel is also denied.