Graham, Michael vs. CA Farms, LLC

Case No.: VCU324716 Date: July 2, 2026 Time: 8:30 A.M.

Dept. 1-The Honorable David C. Mathias Motion: Motion to Coordinate Tentative Ruling: To deny the motion.

This case was recently consolidated with Conterra Agricultural Capital, LLC v. Prosperity Farms, LLC, et al., case no. PCU325122, with this case designated as the lead case.

This case was commenced as a declaratory relief action, wherein Michael and Cynthia Graham sought, and still seek, a declaration that any encumbrance on a 400-acre ranch known as "Tulare 20," without their consent, "is invalid and void." The complaint alleges Tulare 20 was owned by an entity called "Prosperity Farms Ranch 20, LLC" (Prosperity R20); that Prosperity R20 is owned 50% by the Grahams and 50% by defendant CA Farms, LLC (CA Farms), whose majority owner is defendant Ron Cook; and that defendants were attempting to encumber Tulare 20 "with loans or other liens."

PCU325122 is a receivership action initiated by Conterra Agricultural Capital, LLC (Conterra), but as pertains to the basis supporting consolidation of that case with this one, it also involves a cross-complaint by the Grahams, which states claims arising from allegations that Cook, without any disclosure to the Grahams, transferred title to Tulare 20 to Prosperity R20; that Cook, through an entity he allegedly controlled, Corporate American Lending, Inc. (CAL), recorded a deed of trust against Tulare 20 purporting to secure a $2.5 million loan; and that Cook assigned the beneficial interest in the loan to an entity they identify as SA9 Properties, LLC.

The Grahams now seek to coordinate a Fresno County Superior Court case, case number 25CECG03816, Michael Graham and Cynthia Graham v. CA Farms, LLC, et al., with this now consolidated matter. The Fresno case was commenced, like this case, as a declaratory relief action, and is of a similar tenor. The Grahams seek a declaration that any encumbrance on real property located at 2505 E. Copper Avenue, in the city of Clovis (Clovis Property), "is invalid and void."

The complaint in the Fresno case alleges the Clovis Property 20 was owned by an entity called "Prosperity Development, LLC" (Prosperity Development); that Prosperity Development is owned 50% by the Grahams and 50% by defendant CA Farms, whose majority owner is defendant Ron Cook; and that defendants were attempting to encumber the Clovis Property "with loans or other liens."

The Grahams' cross-complaint in PCU325122 identifies Prosperity Development as a defendant, and includes allegations that Cook induced the Grahams to invest in the acquisition of the Clovis Property and that, "[t]o that end, the parties formed [Prosperity Development], which acquired [the Clovis Property]" with "profits" from another entity owned jointly by the Grahams and CA Farms, Prosperity Farms, LLC (Prosperity).

Notable, here, the Grahams also allege in the cross-complaint that Tulare 20 was originally acquired by Prosperity, and that they "believed the monies to fund the transaction were from [Prosperity's] operating account." The Grahams' cross-complaint includes two causes of action for judicial dissolution of both Prosperity R20 and Prosperity Development (amongst 15 other causes of action), and includes, as with Prosperity R20, allegations of malfeasance by the named cross-defendants relating to Prosperity Development. The Grahams' specifically request expressly, with respect to Prosperity Development, "an order of sale of all real property owned by Prosperity Development, LLC."

As of this court's last check of the docket, no opposition to the Grahams' motion has been filed. According to the Grahams' counsel, Jacob Sarabian, he sent a letter, dated March 26, 2026, to counsel for Cook and CA Farms, Russell Georgeson, as well as counsel for the other relevant parties, requesting stipulation to the consolidation and coordination of the Fresno case and the now consolidated Tulare cases (this case and PCU325122), and Georgeson responded with a letter that stated, in full: "In response to your March 26, 2026 letter: No."

ANALYSIS

Code of Civil Procedure section 403 permits a judge, on motion, to "transfer an action ... from another court to that judge's court for coordination with an action involving a common question of fact or law within the meaning of [Code of Civil Procedure] Section 404," provided the actions are not complex. (Code Civ. Proc., Sec. 403.) Complex actions may also be coordinated, but following a different procedure provided under Code of Civil Procedure section 404.

The motion must be supported by an affidavit "showing that the actions meet the standards specified in Section 404.1, are not complex as defined by the Judicial Council and that the moving party has made a good faith effort to obtain agreement to the transfer from all parties to each action." (See also Cal. Rules of Ct., rule 3.500, subd. (c) [the same requirements for a supporting "declaration," while also adding that the declaration must state facts showing that "[t]he moving party has notified all parties of their obligation to disclose to the court any information they may have concerning any other motions requesting transfer of any case that would be affected by the granting of the motion before the court."].)

The Grahams maintain, and their attorney avers in a declaration, that the actions are not complex because they "present straightforward business disputes" and "involve claims for declaratory relief, breach of contract, breach of fiduciary duty, and related equitable remedies arising from limited liability company governance and real property management."

"In deciding whether an action is a complex case ..., the court must consider, among other things, whether the action is likely to involve: (1) Numerous pretrial motions raising difficult or novel legal issues that will be time-consuming to resolve; (2) Management of a large number of witnesses or a substantial amount of documentary evidence; (3) Management of a large number of separately represented parties; (4) Coordination with related actions pending in one or more courts in other counties, states, or countries, or in a federal court; or (5) Substantial postjudgment judicial supervision."

The court is not persuaded, based on the Grahams cursory representations, that the actions are not complex based on these standards. There has been, since commencement of the consolidated actions in August of last year, 11 separate law and motion matters adjudicated in the consolidated cases. The Grahams cross-complaint in PCU325122 states 17 causes of action arising, according to the cross-complaint, "from a decades-long scheme of fraud, deceit, and embezzlement" stretching back to the 1990s. The number of witnesses and volume of documentary evidence is, the court surmises, potentially very high given the breadth of claims and relevant factual events.

On top of this, there are currently four separate pending cases, including the consolidated actions, involving one or more of the parties to this case, directly or indirectly relating to "business disputes" between the Grahams, Ron Cook, and entities associated with them. At least six separate counsel representing different parties, or groups of parties, have appeared in the proceedings now consolidated.

The Court has also reviewed and considered the remaining factors set forth in CCP 404.1, in addition to complexity, as follows:

1. Are common questions of fact and law predominant and significant to the litigation.

2. Does Coordination appear to present any issues regarding convenience of parties, witnesses or counsel

3. The relative development of the actions and the work product of counsel.

4. Would Coordination facilitate effective utilization of judicial facilities and staff resources.

5. Would the calendar of the courts be unduly impacted.

6. The disadvantages of duplicative and inconsistent rulings, orders, or judgments supporting coordination.

7. Settlement of the actions without further litigation would be facilitated if coordination is permitted.

Analysis of these factors likewise supports denial of the request. Given that the bulk of the claims are presented in the consolidated matters before this court, a settlement between the parties of their principal disputes would occur in the consolidated cases in this court and it, therefore, would be likely that further litigation would be required to resolve the outstanding Fresno case if coordination were denied.

Accordingly, the court's determination, at this stage, is that the appropriate procedure to seek coordination of the consolidated actions and the Fresno litigation is by way of a petition for coordination under Code of Civil Procedure section 404, and the Grahams' motion is, therefore, denied.

If no one requests oral argument, under Code of Civil Procedure section 1019.5(a) and California Rules of Court, rule 3.1312(a), no further written order is necessary. The minute order adopting this tentative ruling will become the order of the court and service by the clerk will constitute notice of the order.

Court reporters are usually not available for law and motion matters in the civil division. The parties and counsel must provide their own reporter if they want a transcript of the proceedings.

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