Motion for preliminary injunction
Mr. Farrage also fails to explain the lack of compliance with Rule 3.110 which requires that “the complaint must be served on all named defendants and proofs of service on those defendants must be filed with the court within 60 days after the filing of the complaint.” While Mr. Farrage states that he “successfully completed service on September 19, 2025” (¶10), the two proofs of service attached to his declaration at Exhibit C are neither signed by the process server nor filed with the court.
Accordingly, the motion is DENIED, without prejudice.
Plaintiff is ordered to give notice.
5. Lobas v. Martenson 26-1564421 Before the Court is a motion for preliminary injunction filed by plaintiff Andrew Lobas (Plaintiff) against defendants Peter Martenson and Justin Icardo (Defendants).
Specifically, Plaintiff seeks a preliminary injunction 1) requiring Defendants to distribute 22.5% of any partnership distribution to Plaintiff and an additional 7.5% of any partnership distribution to an escrow account, concurrently with distributions to other partners; 2) alternatively, prohibiting Defendants from distributing to themselves any portion of Plaintiff’s claimed entitlement to 30% partnership distribution; and 3) prohibiting Defendants from limiting Plaintiff’s dayto-day access to any partnership systems, platforms, programs, or other partnership documents.
For the reasons set forth below, the motion is GRANTED, in part, prohibiting Defendants from distributing to themselves any portion of Plaintiff’s claimed entitlement to 22.5% of partnership distributions; Plaintiff shall post a nominal bond in the amount of $ 15,000 within 30 days. The motion is otherwise DENIED.
Defendant’s evidentiary objections are OVERRULED. Plaintiff’s evidentiary objections are OVERRULED.
In determining whether to grant a preliminary injunction, the court evaluates two interrelated factors: the likelihood that the plaintiff will prevail on the merits at trial, and the interim harm that the plaintiff is likely to sustain if the injunction were denied as compared to the harm that the defendant is likely to suffer if the preliminary injunction were issued. (Nutro Products, Inc. v. Cole Grain Co. (1992) 3 Cal.App.4th 860, 865; Tahoe Keys Property Owners’ Assn. v. State Water Resources Control Bd. (1994) 29 Cal.App. 4th 1459, 1470-1471
Looking for case law or statutes not cited here? Search published authorities
Examples: “Why did the court rule this way?” · “What were the procedural grounds?” · “Is appearance required?”
Probability of Success: Plaintiff’s claims all arise out of his claimed entitlement to 30% ownership and profit distributions of the partnership business pursuant to the parties’ alleged oral agreement, which Plaintiff claims Defendants breached by unilaterally reducing his share to 22.5% and pushing him out of the business. (Compl. ¶¶ 10 - 51, 57, 61, 66, 76, 85.)
The elements of a breach of contract claim are: (1) existence of a contract; (2) plaintiff’s performance or excuse for nonperformance; (3)
defendant’s breach; and (4) resulting damage to plaintiff. (Oasis West Realty, LLC v. Goldman (2011) 51 Cal.4th 811, 821.)
The preponderance of the evidence shows the parties agreed to terms memorialized in the Group Aviara Partners, LLC Structuring Discussion Terms, circulated in August 2024 (“Term Sheet”). (Labos Decl. ¶¶ 4-5, Ex. 1; Martenson Decl., ¶¶ 5-7, Ex. A; Icardo Decl. ¶¶ 3-4.) When the parties agree on all of the essential terms of an agreement in a writing, there is a contract even though the parties intend that a formal writing will be executed later. (Harris v. Rudin, Richman & Appel (1999) 74 Cal.App.4th 299, 306-309.)
Consent to an agreement may be manifested by acts or conduct and need not necessarily be shown by a writing or express words. (Kritzer v. Citron (1950) 101 Cal.App.2d 33, 39.) Furthermore, performance of the conditions of a proposal, or the acceptance of the consideration offered with a proposal, is an acceptance of the proposal. (Civ. Code § 1584; Estate of Klauenberg (1973) 32 Cal.App.3d 1067, 1070.) Here, the evidence shows the parties consented to the Term Sheet by conducting themselves according to the terms therein, including Martenson acting as the “managing partner” and the partnership making decisions consistent with the voting rights. (Martenson Decl. ¶ 21, Ex.
B, Lobas Decl. ¶¶ 24, 26; Icardo Decl. ¶¶ 2-3, 15.)
While Plaintiff’s performance issues are heavily disputed, Plaintiff has not shown Defendants breached the Term Sheet because the undisputed evidence shows Plaintiff’s profit interest was reduced to 22.5% by majority consent, and arguably by unanimous consent based on Plaintiff’s acceptance of the reduced distributions for 8 months. (Martenson Decl., ¶21, Ex. A at ¶¶ 1(i), 2(a); Lobas Decl. ¶¶ 24, 29; Icardo Decl. ¶ 15; Civ. Code § 1584.) Plaintiff has not shown reasonable probability of success that he is entitled to 30% ownership and profit distributions. At most, Plaintiff has shown entitlement to 22.5%.
Interim Harm: It is undisputed Defendants passed a corporate resolution on May 7, 2026, reducing Plaintiff’s share to 1% and limiting Plaintiff access to the partnership’s internal systems, platforms, programs, etc., which Defendants claim was necessary to protect the partnership’s proprietary information. Plaintiff contends irreparable harm because Defendants are “stealing” his profit distributions, stifling his ability to make a living, and the lack of access to partnership materials will damage his business reputation.
Due to litigation between the parties, and both parties’ desire to terminate the partnership (i.e., both parties seek dissolution), Plaintiff’s continued participation in the partnership, including access to partnership documents, is not practical pending resolution of this action. Defendants’ reduction of Plaintiff’s partnership interest to 1% without unanimous consent violates the Term Sheet; however, Defendants’ promise to set aside Plaintiff’s claimed partnership interest of 22.5% might negate potential harm. As far as Plaintiff’s ability to make a living, Plaintiff has not adequately explained why he cannot seek other employment during the pendency of this action. Plaintiff
also concedes “Defendants have only partially cut off [his] access” to partnership materials. (Lobas Decl. ¶ 51.) There is no evidence Plaintiff’s limited access has impeded his ability to manage his ongoing deals.
The Court finds that Plaintiff’s request for a mandatory injunction requiring Defendants to distribute profits of 30% to Plaintiff is unwarranted. The Court also finds Plaintiff has not shown irreparable harm in restricted access to partnership materials. However, the Court finds the balancing of harms weighs in favor of granting a preliminary injunction prohibiting Defendants from distributing 22.5% of Plaintiff’s claimed partnership profits to themselves. The motion is therefore GRANTED, in part, and DENIED, in part, accordingly.
Bond: If a preliminary injunction is granted, the court must require an undertaking. (Code of Civil Procedure section 995.710.) The amount of the bond is to cover any damage to the defendant caused by issuance of the injunction, if it is finally determined that plaintiff was not entitled to the injunction. (Code of Civ. Proc. § 529.) Defendants’ demand for a $500,000 bond is arbitrary and not supported by any evidentiary showing of Defendants’ likely damages. (Oiye v. Fox (2012) 211 Cal.App.4th 1036, 1062 [nominal bond of $1,000 appropriate in the absence of evidentiary showing of enjoined parties’ probable damages].) Plaintiff agrees to a $15,000 bond, which the Court finds is appropriate.
Counsel for Plaintiff shall give notice of this ruling.
6. George v. Brothers International Desserts 25-15147683 Defendant Brothers International Desserts’ Motion to Compel Arbitration is DENIED.
In order for an arbitration agreement to be enforceable, each party must agree to it. [Federal Arbitration Act, 9 U.S.C.A. §2] In Opposition to the Motion, plaintiff George says there was no agreement because the electronic documents, including his signature, do not establish it. After a careful review of all evidence and argument submitted by the parties, the Court concludes that that defendant’s motion fails for one, unexplained reason. Defendants identify two different email addresses for transactions concerning the agreement without saying why. The Motion says alonzogeorge@brothersdesserts.com. The Reply says alonzog51@gmail.com. This unexplained discrepancy does not allow the Court to conclude an agreement hadbeen shown.
All objections are OVERRULED. All testimony has been considered.
Moving party shall give notice.
7. Phillips v. LMC Costa Mesa Holdings, LP The Demurrer filed on 5/8/26 by City of Costa Mesa, sued as Costa Mesa Police Department (“City”), is SUSTAINED with 15 days leave to amend.
The Court construes the Demurrer as directed to the First Amended Complaint (incorrectly titled as a “Motion To Amend Complaint For Negligence and Property Damages”) filed by Plaintiff Daniel Nicole Phillips (“Plaintiff”) on 1/7/25 (the “FAC”).