American Health Capital, et al. v. Best Denture Dental Labs Inc.

(1) that the truth of each and every matter specified within the First Set or Requests for Admissions Propounded by Defendant Subaru or America, Inc. to Plaintiff Shumming Hao (the "RFAs (Set One)"), served November 7, 2025, be deemed admitted; (2) that the truth of each and every matter specified within the Second Set or Requests for Admissions Propounded by Defendant Subaru of America, Inc. to Plaintiff Shumming Hao (the "RFAs (Set Two)"), served April 28, 2026, be deemed admitted; and (3) awarding monetary sanctions against plaintiff Shumming Hao ("Plaintiff") and/or Plaintiff's counsel of record, Kyle Tracy, Esq., Ezra Ryu, Esq. and Astrid Souto, Esq., of American Lemon Law Group, LLP, jointly and severally, in the sum of $1,775.00.

The motion is substantively moot. Defendant moved to deem admissions because Plaintiff's initial responses were not verified. (Kreshek Decl., P.P. 5, 7.) "Unsworn responses are tantamount to no responses at all." (Appleton v. Superior Ct., (1988) 206 Cal. App. 3d 632, 636.) After Defendant brought the motion, Plaintiff provided the required verifications on June 22, 2026. (Ryu Decl., P.P. 3-4.) Plaintiff demonstrates that it was counsel's oversight which resulted in the lack of verification. Thus, counsel's conduct necessitated the motion.

Monetary sanctions are mandatory, without exception. (CCP Sec. 2033.280.) Accordingly, sanctions are imposed against Plaintiff's counsel of record in the noticed amount of $1,775.00. Sanctions are payable to Defendant's counsel of record within 30 days.

Health Capital, et al. v. Best Denture Dental Labs Inc. CASE NO.: 25SMCV02581 MOTION: Writ of Attachment HEARING DATE: 8/19/202 6 Legal Standard An application for a writ of attachment shall be executed under oath and must include: (1) a statement showing that the attachment is sought to secure the recovery on a claim upon which an attachment may be issued; (2) a statement of the amount to be secured by the attachment; (3) a statement that the attachment is not sought for a purpose other than the recovery on the claim upon which the attachment is based; (4) a statement that the applicant has no information or belief that the claim is discharged or that the prosecution of the action is stayed in a proceeding under the Bankruptcy Act (11 U.S.C. section 101 et seq.); and (5) a description of the property to be attached under the writ of attachment and a statement that the plaintiff is informed and believes that such property is subject to attachment. (CCP Sec. 484.020.)

The application shall be supported by an affidavit showing that the plaintiff on the facts presented will be entitled to a judgment on the claim. (CCP Sec. 484.030.) The Court shall issue a

right to attach order if the Court finds all of the following: (1) The claim upon which the attachment is based is one upon which an attachment may be issued. (2) The plaintiff has established the probable validity of the claim upon which the attachment is based. (3) The attachment is not sought for a purpose other than the recovery on the claim upon which the attachment is based. (4) The amount to be secured by the attachment is greater than zero. (CCP Sec. 484.090.) "A claim has 'probable validity' where it is more likely than not that the plaintiff will obtain a judgment against the defendant on that claim." (CCP Sec. 481.190.)

In determining the probable validity of a claim where the defendant makes an appearance, the court must consider the relative merits of the positions of the respective parties and make a determination of the probable outcome of the litigation." (Loeb & Loeb v. Beverly Glen Music, Inc. (1985) 166 Cal.App.3d 1110, 1120; see¿ Epstein v. Abrams (1997) 57 Cal.App.4th 1159, 1168 [attachment law strictly construed].) "[A]n attachment may be issued only in an action on a claim or claims for money, each of which is based upon a contract, express or implied, where the total amount of the claim or claims is a fixed or readily ascertainable amount not less than five hundred dollars ($500) exclusive of costs, interest, and attorney's fees." (CCP Sec. 483.010(a).)

ANALYSIS Plaintiff seeks writs of attachment against Defendants in the amount of $25,799.00. Plaintiff bases the attachment on a breach of contract, specifically, an Exclusive Finder's Fee Agreement, under which Plaintiff performed services in connection with the marketing and sale of Defendant's business opportunity. (Eskenazi Decl., Ex. A [the "Agreement"].) Plaintiff demonstrates the probable validity of its contract claim. Plaintiff claims entitlement to compensation based on a percentage of the purchase price or other consideration or benefit received by Defendant, and that such fees are earned upon the closing of a transaction or Defendant's receipt of consideration or benefit.

The Agreement requires that Plaintiff's fee be paid as part of the transaction documentation and closing mechanics and prohibits Defendant from completing a transaction unless both Plaintiff and Defendant are paid. (Eskenazi Decl. P.P. 5-6, 15-16.) Plaintiff performed under the agreement by identifying and presenting twelve prospective purchasers for the Business Opportunity and required prospective buyers to execute confidentiality/non-disclosure agreements before receiving proprietary information, consistent with the Agreement and Addendum. (Eskenazi Decl.

P. 13.) Plaintiff's work introduced the Business Opportunity to the market and brought prospective purchasers to BDDL's attention, thereby benefiting BDDL by increasing buyer exposure and advancing the sale process. (Id.) Defendant thereafter completed the sale of its business opportunity in November 2024, but failed to provide notice, failed to include Plaintiff's fee in the transaction documentation, and failed to pay Plaintiff the finder's fee and setup/admin fee owed under the Agreement. (Eskenazi Decl.

P.P. 14-18.) The

Agreement provides the following terms for calculation of the fee: "AHC shall be entitled to receive a finder's fee based on a percentage of the purchase price or any consideration or benefit received by THE COMPANY, plus a setup and admin fee, regardless of the form or amount thereof from any purchaser within the time frame allotted in this agreement. AHC's fees shall also be calculated with regard to any relief of debt, assumption of debt, affiliate company(s), inventory, and real estate contained in a buyer's offer, which is accepted by THE COMPANY.

In the event of a joint venture, non-cash merger, franchise agreement, strategic alliance, employee stock ownership plan, business or management arrangement, exchange of stock, or any transaction in which THE COMPANY is a beneficiary or receives any consideration, AHC will be entitled to receive the greater of its finder's fee for total consideration received by THE COMPANY or a minimum fee that is no less than Twenty Five Thousand Dollars ($25,000.00), plus a setup and admin fee." (Agreement P. 2, emphasis added.)

Plaintiff shows that it is entitled to the fixed and readily ascertainable amount of $25,799.00. (Eskenazi Decl. P. 19.) The transaction that closed on November 5, 2024, reflects a purchase price of $170,000.00. (Eskenazi Decl. P. 20; Ex. E.) The finder's fee based on the percentage of the purchase price would be $17,799.00. (Ibid.) Thus, the minimum finder's fee of $25,000.00, plus the $799.00 setup/admin fee, would apply. (Ibid.) The Agreement requires payment even if Defendant did not introduce or produce the ultimate buyer, so long as the same occurs during the Agreement's term.

The Agreement states in relevant part: "During the term of this agreement, AHC and THE COMPANY specifically agree that AHC's fees, as described in Paragraphs 2 and 3 above, will be paid as earned, regardless of whether the buyer was procured by AHC, THE COMPANY, or any other third party." (Agreement, P. 4.) The also Agreement provides: "The term of this Agreement shall be for a period of Thirty (30) days from the executed date below and shall renew continuously for thirty-day intervals until the Business Opportunity is sold or until this Agreement is terminated unconditionally, in writing by either party..." (Agreement P. 13.)

The record does not show that the Agreement was terminated in writing prior to the sale. Plaintiff presents affirmative evidence that the Agreement was ongoing at the time of the sale. (Eskenazi Decl. P. 13.) Plaintiff demonstrates they seek an attachment to secure recovery on its contract claim. The amount to be secured by the attachment is greater than zero. Defendant identifies no exemptions or defenses which bar or reduce the claim. Defendant's proffered interpretation that would require Plaintiff to procure the ultimate buyer would contradict the express terms of the Agreement at paragraphs 4 and 13.

Accordingly, the attachment is GRANTED. | Home -->)" -->