CALIFORNIA LAND VS DRORI

Cross-Defendants demur to:

1. The First Cause of Action for Intentional Misrepresentation; 2. The Second Cause of Action for Fraudulent Concealment; 3. The Third Cause of Action for Negligent Misrepresentation; 4. The Fourth Cause of Action for Civil Conspiracy; 5. The Fifth Cause of Action for Defamation; 6. The Sixth Cause of Action for Intentional Interference; 7. The Seventh Cause of Action for Negligent Interference; and 8. The Eighth Cause of Action for Breach of Fiduciary Duty.

The First Amended Cross-complaint contains the following causes of action:

1. The First Cause of Action for Declaratory Judgment; 2. The Second Cause of Action for Breach of Contract; 3. The Third Cause of Action for Fraud in the Inducement; 4. The Fourth Cause of Action for Tortious Interference with Contract; 5. The Fifth Cause of Action for Tortious Interference with Prospective Business Advantage; 6. The Sixth Cause of Action for Defamation; 7. The Seventh Cause of Action for Quiet Title 8. The Eighth Cause of Action for Slander of Title; and 9. The Ninth Cause of Action for Breach of Fiduciary Duty.

The Court cannot be tasked with attempting to match causes of action in the first amended crosscomplaint to those in the demurrer to determine what was intended. Moreover, some of the statements in the demurrer attributed to the first amended cross-complaint do not match the citations in the first amended cross-complaint. Not sure, but there are portions of the amended cross-complaint that they identify in the demurrer that are inconsistent. For example, the demurrer states:

The parties ultimately executed the Project Developer Agreement concerning the Princeton property. (VACC ¶ 59 & Exh. A.) The PDA defined CLAAD’s role in connection with entitlement processing, consultant coordination, City communications, project management, and development-related services. (VACC ¶¶ 59-63 & Exh. A.)

But paragraphs 59-63 of the amended cross-complaint state:

59. The Recorded Document states, among other things, that the Property is “covered by” the PDA and that the PDA “covers conditions under which the Owner can divest all or part of the property, at which [CLAAD] must be compensated as per the [PDA].” This is false. The PDA put no limitations or conditions in Princeton’s right or ability to sell the Property.

2023CUFR015749: CALIFORNIA LAND VS DRORI

60. Cross-Defendants knew that Princeton owned the Property.

61. Marasco and Chakko executed the Recorded Document on behalf of CLAAD. Princeton did not execute the Recorded Document and was completely unaware of its recording at the time it was recorded. Princeton did not authorize the recordation of the Recorded Document.

62. Upon information and belief, Cross-Defendants falsely informed the title company that recorded the Recorded Document “as an accommodation,” based on CLAAD’s false representation that the document was being recorded by or on behalf of Princeton. Recording of the instrument interfered with Princeton’s ability to refinance the Red Oak Loan and forced Princeton to incur costs to obtain extensions pending release and cancellation.

63. Cross-Complainants did not become aware of the Recorded Document until January 2025.

The Court finds the demurrer to be hopelessly unclear. Given the inability of the Court to determine precisely what the demurring party intended, the Court overrules the demurrer in its entirety.

II. Cross-Defendants CLADD’s and Jacob Chakko’s Motion to Strike

Cross-Defendants California Land Acquisition & Development, Inc.’s and Jacob Chakko’s Motion to Strike is GRANTED in part and DENIED in part as stated below.

The court GRANTS the motion to strike the words, “opportunistic grifters,” “history of malfeasance,” and “political money laundering” from the First Amended Cross Complaint (April 15, 2026) (Code Civ. Proc., §436.) Unlike “construction loan fraud” – an allegation that is potentially relevant to the allegations set out at Paragraph 78 of the First Amended Cross Complaint, these statements are either too general and/or insufficiently relevant to any of the causes of action in the First Amended Cross Complaint.

The Court DENIES the motion to strike the references to punitive/exemplary damages and the allegations of fraud, malice and oppression. Notwithstanding that moving party has identified boilerplate references to punitive damages and malice, oppression and fraud (e.g., First Amended Cross Complaint ¶88), the allegations are supported by other aspects of the pleading, including the Third Cause of Action for Fraud in the Inducement (e.g., First Amended Cross Complaint at ¶¶77- 87).

III. Cross-Defendants CLADD’s and Jacob Chakko’s Special Motion to Strike (Anti- SLAPP)

Cross-Defendants California Land Acquisition & Development, Inc.’s and Jacob Chakko’s Special Motion to Strike (Anti-SLAPP) is DENIED. The Court agrees that the motion was filed long past the 60-day time frame (Code Civ. Proc. §425.16(f)). One of the primary goals of the

2023CUFR015749: CALIFORNIA LAND VS DRORI

Anti-SLAPP legislative framework is to weed out SLAPP suits early in the litigation. The Court finds that three of the four challenged claims, tortious interference with contract, tortious interference with economic advantage, and defamation, were raised over two years ago in the original Los Angeles complaint (deemed a cross-complaint after transfer). An anti-SLAPP motion to strike must be filed within 60 days of service of the earliest complaint containing the challenged claim. Code of Civil Procedure § 425.16(f). While the Court is afforded some discretion in hearing a late filed motion, and there may be an argument regarding some equitable tolling during the process of transferring the case from Los Angeles, the lengthy delay here does not justify exercising that discretion. In addition to the grounds stated above, the Court addresses the merits as follows:

Resolution of an anti-SLAPP motion involves a two-step process. First, the moving defendant must establish that the challenged claims arise from protected activity within the meaning of section 425.16. Second, if the defendant satisfies that burden, the burden shifts to the plaintiff to demonstrate a probability of prevailing on the merits. (Equilon Enterprises, LLC v. Consumer Cause, Inc. (2002) 29 Cal.4th 53, 67; Navellier v. Sletten (2002) 29 Cal.4th 82, 88.) Protected activity includes: 1. Any written or oral statement made before a legislative, executive, or judicial proceeding; 2.

Any written or oral statement made in connection with an issue under consideration or review by a legislative, executive, or judicial body or other official proceeding authorized by law; 3. Statements made in a public forum in connection with an issue of public interest; and 4. Other conduct in furtherance of constitutional petition or free speech rights. (Code Civ. Proc., § 425.16, subd. (e).)

The basic theory of the motion is that the documents/communications relied upon as Exhibits to the motion (Exhs. A to O) form the basis of the Amended Cross-Complaint and that doing so violates the Anti-SLAPP statute. Those Exhibits are briefly described as follows:

Ex. A – July 3, 2023 – Letter from Jacob Chakko to Ron Drori Ex. B – July 24, 2023 – Schneider & Associates to Princeton Development LLC / Ron Drori Ex. C – September 26, 2023 – Kraut Letter Ex. D – September 29, 2023 – Vanarelli to Kraut Ex. E – September 20, 2023 – Vanarelli to Rowen and Baskin Ex. F – October 4, 2023 – Vanarelli to Baskin Ex. G – October 4, 2023 – Vanarelli to Blatter Ex. H – October 3, 2023 – Baskin to Vanarelli Ex. I – October 9, 2023 – Newton to Vanarelli Ex. J – October 23, 2023 – Original Complaint Ex. K – April 23, 2024 – First Amended Complaint Ex. L – April 15, 2026 – Verified Amended Cross-Complaint Ex. M – February 27, 2025 – Thornburg to Root Ex. N – January 29, 2025 – Kraut to Thornburg Ex. O – March 12, 2025 – Rowen Litigation Hold Letter

There are documents attached to the Amended Cross-Complaint, but none of them are included in the above list of exhibits. The only letter attached to the Amended Cross-Complaint is from the Law Offices of Robert Baskin dated May 16, 2023, but is not in the list of exhibits identified above.

2023CUFR015749: CALIFORNIA LAND VS DRORI

The only letter attached as an exhibit that appears to be in the Amended Cross-Complaint is arguably Exhibit M, the February 27, 2025 letter that may be at issue in the Sixth Cause of Action. The allegations about that letter are:

“ In addition, on or about February 27, 2025, Cross-Defendants, and each of them, sent additional correspondence to Red Oak repeating and amplifying their prior false allegations that Princeton and its principals had engaged in “embezzlement,” “fraudulent draw accounting,” and “malfeasance” in connection with a Red Oak reserve account. The February 2025 letter further accused Mr. Drori of using loan proceeds as a “personal slush fund” and asserted that Red Oak had been complicit or negligent in a “scheme perpetrated by Ron Drori . . .”.

The letter appears to be related to the litigation and uses the terms “embezzlement,” “fraudulent draw accounting,” and “malfeasance.” The letter and concludes by saying:

“Please contact me at your earliest convenience to discuss this matter after reviewing the attached with your client. There remains a clear path to resolution for all Parties, as opposed to deepening litigation.”

Even if the Court struck Exhibit M, which is questionable, the remainder of the cause of action would still proceed because it is just one of the alleged communications that resulted in the alleged defamation.

Moving party claims that they have annotated the amended cross-complaint to make it easy to see where these pre-litigation and during-litigation communications are being litigated in the pleading. But other than Exhibit M, it is extremely unclear that the attached exhibits are at issue in the amended cross-complaint. Ands it is far from clear that the allegations in the amended crosscomplaint arise from the protected activity of pre-litigation or litigation conduct. There is no nexus with the documents identified and furthermore no obvious clarity that “contacting”, claiming, recording” or any of the other highlighted allegations arise from protected activity.

Thus, the first step of the analysis fails, the moving party has not established that the challenged claims arise from protected activity within the meaning of section 425.16. The motion is therefore denied.

As stated by cross-complainants, “When a special motion to strike “is frivolous or is solely intended to cause unnecessary delay,” fee-shifting is mandatory. Civ. Proc. Code § 425.16(c). The Court does not make this finding at this time as it was not addressed in depth in the briefs. Entitlement to fees, including the amount claimed, may be brought by noticed motion.

Defendant/cross-complainant is ordered to serve notice of the Court’s rulings.

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