DAVIS, vs PALMER,, et al.

26CV191918: DAVIS, vs PALMER,, et al. 06/30/2026 Hearing on Motion for Protective Order filed by Steven M. Davis, (Plaintiff) CRS# 080480436104 in Department 22

Tentative Ruling - 06/29/2026 Han N. Tran

The Motion re: Temporary Restraining Order and Order to Show Cause Why A Preliminary Injunction Should Not Issue filed by Steven M. Davis, on 06/11/2026 is Granted in Part.

Note: Because this tentative ruling is being posted after 3:00 p.m., the parties have until 10:00 a.m. tomorrow, 6/30, to contest.

BACKGROUND: Plaintiff Steven M. Davis, individually and as trustee of the Joseph R. Davis Hollister Hill Irrevocable Trust (“Plaintiff”) filed suit against Defendant Peter A. Palmer (“Defendant”) and nominal defendant Bear Haven LLC on June 3, 2026. The Complaint brings causes of action for breach of contract, breach of the implied covenant of good faith and fair dealing, breach of fiduciary duty, declaratory relief, preliminary and permanent injunctions, accounting, conversion/unauthorized exercise of control, intentional interference with prospective economic advantage, unfair business practices, and requests a constructive trust and equitable relief.

The Complaint alleges that seeks resolution as to who has the lawful authority to control Bear Haven LLC and its main asset, real property located at 2409 College Avenue, Berkeley, California (the “Property”). (Complaint, ¶ 1.) Plaintiff alleges that Defendant has attempted to force through an unauthorized sale of the Property on unfavorable terms despite having been removed as Trustee and 50% member of Bear Haven. (Ibid.; see also id. at ¶ 5.) Plaintiff asserts that the Property is subject to Chapter 11 bankruptcy and that Defendant’s attempt to sell the Property was in furtherance of an effort to preserve his own control of the Property, to Plaintiff’s detriment. (Id. at ¶ 2.)

In his reply declaration, Plaintiff contends that he seeks to sell the Property for more than $400,000 more than the sale Defendant is attempting to finalize. (Supp. Davis Decl., ¶ 2.) Defendant contends that there is a pending contract, executed on March 3, 2026, to sell the Property to non-party Thelma and Louise No. 1 LLC (“Thelma”), which has since assigned its purchase rights to LPRS2, LLC. (Opp. at pp. 1-2.) Defendant also contends that there is a separate pending case between Thelma and Bear Haven concerning the purchase agreement, Case No. 26CV193527. (Id. at 2:6-2:10.)

Moreover, Defendant contends that the purchase by Thelma has been approved by both the Secured Creditor and Bankruptcy Court overseeing Bear Haven’s bankruptcy. (Id. at 2:11-2:13.) Plaintiff notes that the other case was filed after this action and that, at the time his reply was filed, he had not received actual notice of the action.

Plaintiff now seeks a temporary restraining order against Defendant. Plaintiff requests that the court enjoin Defendant from any of the following: 1. Acting or purporting to act as manager, managing member, sole authorized signatory, trusteecontrolled representative, agent, or spokesperson of Bear Haven LLC. 26CV191918: DAVIS, vs PALMER,, et al. 06/30/2026 Hearing on Motion for Protective Order filed by Steven M. Davis, (Plaintiff) CRS# 080480436104 in Department 22 2. Representing to any broker, listing agent, buyer, assignee, escrow holder, title insurer, lender, creditor, bankruptcy participant, tenant, or other third party that anyone other than Steven Davis has authority to speak for, bind, list, sell, refinance, encumber, direct, or convey any interest of Bear Haven or the Property.

3. Advancing, closing, enforcing, assigning, or treating as binding any transaction on behalf of Bear Haven except as authorized by Plaintiff, Steven Davis.

4. Interfering with Davis's asserted authority as successor manager, trustee and/or authorized representative, majority-interest representative, and person whose action is required for Bear Haven sale, refinance, title, escrow, broker, creditor, bankruptcy, and management decisions.

5. Obstructing Davis's efforts to preserve the Property, satisfy First Foundation, negotiate or complete an authorized higher-value transaction for the benefit of Bear Haven.

Plaintiff also requests that the court issue an order to show cause setting a preliminary injunction hearing and briefing schedule, require prompt service of the temporary restraining order and order to show cause, set the expiration date of the temporary restraining order, and set an undertaking in a nominal amount or in such other amount as the Court determines to be appropriate.

APPLICABLE LEGAL STANDARD:

The court considers the following when ruling on an application for temporary restraining order: (1) whether the plaintiffs are likely to suffer greater injury from denying the relief than the defendants are likely to suffer from its grant (the "balancing of the hardships"), and (2) whether there is a reasonable probability that the plaintiffs will prevail on the merits. (Robbins v. Superior Court (1985) 38 Cal.3d 199, 206.)

DISCUSSION:

While, as noted elsewhere, the parties offer contradictory descriptions of the facts giving rise to this action, certain facts do not appear disputed. The Property was purchased in August 2005. Defendant does not appear to dispute that Plaintiff contributed the lion’s share of funds to Bear Haven, including the down payment to purchase the Property and further funds necessary to satisfy unsecured creditors. Bear Haven filed for Chapter 11 Bankruptcy on May 8, 2023. A lis pendens was filed in this court on June 11, 2026.

Likelihood of Success on the Merits The parties offer very different recitations and interpretations of the facts of this case, making it challenging for the court to conduct a thorough preliminary investigation of the merits. It appears that the case, and this application, turn in large part on whether Defendant had the authority to bind Bear Haven to the proposed sale of the Property to Thelma at the time the agreement was executed.

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

26CV191918: DAVIS, vs PALMER,, et al. 06/30/2026 Hearing on Motion for Protective Order filed by Steven M. Davis, (Plaintiff) CRS# 080480436104 in Department 22

Defendant’s declaration in opposition refers to a “Consent and Unanimous Resolution of the Members of Bear Haven LLC”, which he claims gave him full authority to hire someone to list, market, and sell the Property, and claims that it is attached as Exhibit 7. However, his declaration only contains six exhibits, none of which are the claimed consent document. None of the other exhibits provided by Defendant purport to grant him unilateral authority to sell the Property. Thus, the court finds that there is no evidence that Defendant had such authority.

By contrast, Plaintiff submits two fully executed documents, dated October 2024 and March 2025, clearly establishing the intention that both parties must approve and sign documents pertaining to the sale of the Property. (See Davis Decl., ¶ 7; Exhs. A, B.) Moreover, the evidence submitted by Plaintiff in reply tends to show that Plaintiff was pursuing a refinance of the Property in September 2025, but was undercut by Defendant, who in separate emails sent the same day, instructed Plaintiff to continue pursuing refinancing, while revoking his authority to do so in an email to Bear Haven’s bankruptcy counsel. (Davis Decl., ¶ 7, Exhs.

D, E.) Plaintiff also submits evidence sufficient to show that, at a minimum, Thelma was aware of Plaintiff’s contention that Davis could not act unilaterally to complete the sale at the time the agreement was executed. Thus, Thelma’s status as a bona fide third party purchaser is in question.

On the currently contradictory and underdeveloped record before the court, the evidence tends to show that Defendant’s effort to move forward with the pending sale of the Property to Thelma was in violation of the understanding between the Parties. For this reason, the court finds that Plaintiff has sufficiently established a likelihood of success on the merits for purposes of resolving this application.

Balance of Harms The court is persuaded that Plaintiff’s proposed sale of the Property is not likely to harm Defendant given that the amount to be paid exceeds that of the sale to Thelma. Moreover, counsel for Plaintiff submits a supplemental declaration dated June 24, 2026 that counsel for the secured creditor has indicated that the secured creditor intends to promptly file a Notice of Default if this application for relief is denied. (Supp. Bowles Decl., ¶¶ 2-4.) The communications make clear that the secured creditor has held off on initiating foreclosure only as a courtesy. Defendant’s claims in opposition that foreclosure is not imminent are thus tenuous; the Thelma transaction and associated lis pendens would present complication in foreclosure proceedings, but the risk remains potentially imminent.

Defendant’s contention that granting Plaintiff’s requested relief would “blow up” the deal with Thelma, however, has some merit worth addressing. Plaintiff’s requested relief, specifically Number 4 and 5 above, would presumably give Plaintiff the authority to void the proposed Thelma transaction and move forward with his own sale plans to the Laveen entity, which he partially owns – which gives credence to Defendant’s contention that Plaintiff’s proposed sale is effectively a self-dealing transaction. The purpose of a temporary restraining order is generally to preserve the status quo; not to provide relief akin to a judgment on the merits. Thus, the court

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

26CV191918: DAVIS, vs PALMER,, et al. 06/30/2026 Hearing on Motion for Protective Order filed by Steven M. Davis, (Plaintiff) CRS# 080480436104 in Department 22 is inclined to issue relief that effectively freezes the status quo in place – in other words, restraining either party from moving forward with a sale of the Property - rather than allowing Plaintiff to proceed as if he has already prevailed, and will tailor the relief to that end.

ORDER: Plaintiffs’ ex parte application is GRANTED IN PART. The court will modify Plaintiff’s proposed order to clarify that neither party may move forward with a sale of the Property while Plaintiff’s request for preliminary injunction is pending.

HOW DO I CONTEST A TENTATIVE RULING? THROUGH eCOURT Notify the Court and all the other parties no later than 4:00 PM one court day before the scheduled hearing, and briefly identify the issues you wish to argue through the following steps: 1. Log into eCourt Public Portal 2. Case Search 3. Enter the Case Number and select “Search” 4. Select the Case Name 5. Select the Tentative Rulings Tab 6. Select “Click to Contest this Ruling” 7. Enter your Name and Reason for Contesting 8. Select “Proceed” BY EMAIL Send an email to the DEPARTMENT CLERK (dept22@alameda.courts.ca.gov) and all the other parties no later than 4:00 PM one court day before the scheduled hearing.

This will permit the department clerk to send invitations to counsel to appear remotely. Notice via BOTH eCourt AND email is required. The tentative ruling will become the ruling of the court if no party contests the tentative ruling.