Zakariaei v. Global Builder, LLC

Song-Beverly Act. Defendant's request for a negative multiplier is likewise denied, as the reductions above adequately account for the identified inefficiencies.

Anticipated Fees Plaintiff, as revised in the reply, requests $2,000.00 for counsel to review Defendant's Opposition, draft the Reply, and attend the hearing on this Motion. The Court awards this amount in full.

Costs Plaintiff requests $14,813.83 in costs and expenses. Under Code of Civil Procedure section 1794(d), "[i]f the buyer prevails in an action under this section, the buyer shall be allowed by the court to recover as part of the judgment a sum equal to the aggregate amount of costs and expenses, including attorney's fees based on actual time expended, determined by the court to have been reasonably incurred by the buyer in connection with the commencement and prosecution of such action."

Section 1794(d) permits a prevailing buyer to recover costs and expenses by noticed motion, and that avenue is independent of, and broader than, the memorandum-of-costs procedure under California Rules of Court, rule 3.1700 and Code of Civil Procedure section 1033.5. (Jensen v. BMW of North America, Inc. (1995) 35 Cal.App.4th 112, 138.) A memorandum of costs is therefore not a prerequisite to recovery here.

Defendant does not argue that as part of the settlement agreement the parties agreed that Plaintiff would file a separate memorandum of costs. It is more cost-effective for the parties to address fees and costs in one proceeding. Defendant challenges the costs solely on the ground that no memorandum of costs was filed and does not identify any specific cost item as unrecoverable. The Court finds these costs and expenses were reasonably incurred in the commencement and prosecution of this action. No Motion to Tax or Strike Costs has been filed. Accordingly, the Court awards Plaintiff $14,813.83 in costs and expenses.

Conclusion

Plaintiff's motion for attorneys' fees, costs, and expenses is granted in part and denied in part. The Court grants Plaintiff attorneys' fees in the amount of $68,851.22, additional anticipated fees in the amount of $2,000.00, and costs in the amount of $14,813.83. Therefore, the Court awards Plaintiff $85,665.05 total in attorneys' fees, costs, and expenses.

As a result of this ruling pursuant to CCP 664.6, the matter is dismissed WITHOUT PREJUDICE today, with the court retaining jurisdiction to enforce the payment of the fees awarded here pursuant to the settlement terms. Once fees are paid, the parties may file a dismissal WITH PREJUDICE, pursuant to CCP 664.6(g) ("Nothing in this section shall preclude a party from filing a request for dismissal with prejudice after the court has dismissed the case without prejudice pursuant to this section.") Moving party to give notice.

Parties who intend to submit on this tentative must send an email to the Court at [email protected] indicating intention to submit on the tentative, and copying all parties in the email communication. Please be advised that if you submit on the tentative and elect not to appear at the hearing, the opposing party may nevertheless appear at the hearing and argue the matter. Unless you receive a submission from all other parties in the matter, you should assume that others might appear at the hearing to argue. If the Court does not receive emails from the parties indicating submission on this tentative ruling and there are no appearances at the hearing, the Court will adopt the tentative as the final order, or take the matter off calendar at its discretion.

Case Number: 25STCV16656 Hearing Date: August 19, 2026 Dept: 224 Zakariaei v. Global Builder, LLC TENTATIVE RULING The demurrer for uncertainty under Code of Civil Procedure section 430.10(f) is SUSTAINED, with leave to amend, as to the Complaint in its entirety. The demurrer is further addressed on additional grounds, and OVERRULED in part, and SUSTAINED in part.

Introduction

On June 9, 2025, Plaintiff Dan Zakariaei filed the operative Complaint in this action against Defendants Global Builder, LLC, Nima Shabbooi, and 1-800 Water Damage of West Los Angeles & Malibu.

On December 12, 2025, Defendants Nima Shabbooi and 4Love, Inc. dba 1-800 Water Damage of Los Angeles & Malibu filed the instant Demurrer as to the Complaint. No opposition has been filed.

Meet and Confer Before filing a demurrer or a motion to strike, the demurring or moving party is required to meet and confer with the party who filed the pleading demurred to or the pleading that is subject to the motion to strike for the purposes of determining whether an agreement can be reached through a filing of an amended pleading that would resolve the objections to be raised in the demurrer. (CCP Sec.Sec. 430.41) The Declaration of A. David Youssefyeh, executed on December 12, 2025, sets forth the meet and confer efforts of counsel for the Defendants, and counsel's attempts to resolve the discovery dispute informally.

The Court finds that the declaration does not satisfy the requirement of Code of Civil Procedure section 430.41, that "... the demurring party shall meet and confer in person, by telephone, or by video conference with the party who filed the pleading that is subject to demurrer." However, given how long the demurrer has been pending, the Court will exercise its discretion to address the merits.

Legal Standard

A demurrer for sufficiency tests whether the complaint states a cause of action.¿ (Hahn v. Mirda (2007) 147 Cal.App.4th 740, 747.)¿When considering demurrers, courts read the allegations liberally and in context.¿ (Wilson v. Transit Authority of City of Sacramento (1962) 199 Cal.App.2d 716, 720-21.)¿In a demurrer proceeding, the defects must be apparent on the face of the pleading or via proper judicial notice.¿(Donabedian v. Mercury Ins. Co. (2004) 116 Cal.App.4th 968, 994.)¿"A demurrer tests the pleading alone, and not on the evidence or facts alleged." (E-Fab, Inc. v. Accountants, Inc. Servs. (2007) 153 Cal.App.4th 1308, 1315.) As such, the court assumes the truth of the complaint's properly pleaded or implied factual allegations. (Id.) The only issue a demurrer is concerned with is whether the complaint, as it stands, states a cause of action. (Hahn, supra, 147 Cal.App.4th at 747.)

Demurrer for Uncertainty: Failure to Comply with California Rules of Court, rule 2.112 California law requires that each separately stated cause of action in a complaint identify the specific defendant or defendants against whom it is directed. Specifically, California Rules of Court, rule 2.112 is the primary authority governing the required content of each separately stated cause of action. The rule provides that each separately stated cause of action, count, or defense must specifically state: "(1) Its number (e.g., 'first cause of action'); (2) Its nature (e.g., 'for fraud'); (3) The party asserting it if more than one party is represented on the pleading (e.g., 'by plaintiff Jones'); and (4) The party or parties to whom it is directed (e.g., 'against defendant Smith')." [F]ailure to comply with rules requiring identification of parties and causes of action may render a complaint "confusing and subject to a special demurrer for uncertainty" under Code of Civil Procedure Sec. 430.10(f). (Cal.

Civ. Proc. Code Sec. 430.10.; Williams v. Beechnut Nutrition Corp., 185 Cal. App. 3d 135, 229 Cal. Rptr. 605 (Ct. App. 1986).) Identifying parties and causes of action promotes "clear and understandable pleadings." (Id.)

While demurrers for uncertainty are generally disfavored unless the pleading is so uncertain that a defendant cannot reasonably respond, a pleading that lumps multiple defendants together under an undifferentiated "Defendant" leaves each demurring party unable to determine which allegations are directed at it and on what theory it is alleged to be liable. Here, the Complaint names three defendants - Global Builder, LLC; Nima Shabbooi; and 4Love, Inc. dba 1-800 Water Damage of Los Angeles & Malibu (sued as "1-800 Water Damage of West Los Angeles & Malibu") - plus Does 1 through 100.

Yet the causes of action repeatedly refer to a single, generic "Defendant" without specifying at which of the named defendants each cause of action is directed at. The Complaint's failure to identify "the party or parties to whom [each cause of action] is directed," as rule 2.112(4) requires, renders those causes of action uncertain within the meaning of section 430.10(f). The demurrer is therefore SUSTAINED, with leave to amend, as to the Complaint in its entirety on the basis of uncertainty.

However, because several causes of action fail on independent grounds as well, and to guide any further amendment, the Court addresses the remaining grounds for demurrer as to each challenged cause of action below.

First Cause of Action: Breach of Partnership Agreement Defendants demur on the grounds that no written contract is attached, that only an oral agreement is alleged without its substantive terms, that the pleading refers to a single "Defendant" where two are named, and that 4Love was never a party to the alleged partnership. The elements of a claim for breach of an oral contract are (1) the existence of the contract, including its substantive terms; (2) plaintiff's performance or excuse for nonperformance; (3) defendant's breach; and (4) resulting damages. An allegation of an oral agreement must "set forth the substance of its relative terms." (Gautier v. General Tel. Co. (1965) 234 Cal.App.2d 302, 305.)

Here, the Complaint alleges that on or about May 2, 2019, Plaintiff and Shabbooi entered into a partnership agreement to engage in real estate investment, acquisition, and development. (Complaint P. 1.) It alleges that the parties agreed to jointly contribute capital, share profits and losses on an equal basis, and participate equally in management. (Complaint P. 2.) It alleges that Shabbooi breached by making repeated unauthorized withdrawals exceeding $200,000 and refusing to account. (Complaint P.P. 4, 6.)

Finally, the Complaint alleges resulting damages. (Complaint P.P. 10-11.) Subpart (b) of this cause of action identifies "Defendant Nimma Shabbooi" by name. (Complaint, First Cause of Action, P. b.) Plaintiff has therefore alleged facts to support the existence and terms of an oral partnership agreement, its breach, and resulting damages as to Shabbooi. The demurrer is OVERRULED as to Shabbooi.

As to 4Love, the Complaint alleges a partnership only between Plaintiff and Shabbooi and does not allege that 4Love was a party to any partnership agreement. (Complaint P.P. 1-3.) The Complaint is devoid of allegations that 4Love entered into or could breach the agreement. The demurrer is SUSTAINED with leave to amend as to 4Love, Inc.

Second Cause of Action: Breach of Fiduciary Duty The elements of a claim for breach of fiduciary duty are (1) the existence of a fiduciary relationship; (2) its breach; and (3) damage proximately caused by the breach. (Oasis West Realty, LLC v. Goldman (2011) 51 Cal.4th 811, 820.) Here, the Complaint alleges that Shabbooi, as a partner and managing member of Global Builder, LLC, owed Plaintiff fiduciary duties of loyalty, care, and good faith. (Complaint, Second Cause of Action, P. b.) It alleges that Shabbooi breached those duties by misappropriating partnership funds for personal use, concealing financial information, and failing to act in the partnership's best interest. (Complaint, Second Cause of Action, P. c.)

And it alleges damages exceeding $200,000. (Complaint, Second Cause of Action, P. d.) The partnership relationship supplying the fiduciary duty is pleaded as between Plaintiff and Shabbooi. (Complaint P.P. 1-3.) Plaintiff has therefore alleged facts to support each element as to Shabbooi, and the identity of the responsible party is not uncertain as to him. The demurrer is OVERRULED as to Shabbooi.

As to 4Love, no fiduciary relationship between Plaintiff and 4Love is alleged, and the Complaint is devoid of allegations supporting that element as to 4Love. The demurrer is SUSTAINED with leave to amend as to 4Love, Inc.

Third and Fourteenth Causes of Action: Fraud and Constructive Fraud Defendants demur on the ground that the fraud-based claims are not pleaded with particularity and refer only to an unspecified "Defendant." Fraud must be pleaded with particularity; the complaint must allege facts showing "how, when, where, to whom, and by what means the representations were tendered," and every element must be alleged factually and specifically. (Stansfield v. Starkey (1990) 220 Cal.App.3d 59, 73.) The elements of fraud are (1) a misrepresentation or concealment; (2) knowledge of falsity; (3) intent to induce reliance; (4) justifiable reliance; and (5) resulting damage. (Lazar v. Superior Court (1996) 12 Cal.4th 631, 638.) Constructive fraud additionally requires a fiduciary or confidential relationship. (Civ. Code, Sec. 1573.)

Here, the Complaint alleges only that "Defendant knowingly made false representations to Plaintiff regarding the use and management of partnership funds" and "concealed material facts about unauthorized withdrawals," intending to induce reliance. (Complaint, Third Cause of Action, P.P. b-c.) It alleges only that "Defendant breached this duty by making unauthorized withdrawals and concealing financial information." (Complaint, Fourteenth Cause of Action, P. c.) The Complaint does not allege what specific representation was made, when or where it was made, by which of the two demurring Defendants it was made, or the specific facts concealed and the circumstances of concealment.

The Complaint is therefore devoid of allegations satisfying the heightened particularity required for fraud and constructive fraud. The demurrer is SUSTAINED with leave to amend as to the Third and Fourteenth Causes of Action.

Fourth, Eighth, Tenth, Thirteenth, and Sixteenth Causes of Action: Embezzlement, Constructive Trust, Unjust Enrichment, Recklessness, and Punitive Damages Penal Code section 503 is a definitional criminal statute. It does not create a private right of action for Embezzlement. In California, there is no cause of action for unjust enrichment. (See Rutherford Holdings LLC v. Plaza Del Rey (2014) 223 Cal.App.4th 221, 231; Levine v. Blue Shield of California (2010) 189 Cal.App.4th 1117, 1138.) The Court recognizes that the precedent with regard to recognition of unjust enrichment causes of action is split and exercises its discretion to follow authority which declines to recognize the cause of action.

A constructive trust is an equitable remedy, not a substantive claim for relief. (PCO, Inc. v. Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP (2007) 150 Cal.App.4th 384, 398.) A constructive trust is an involuntary equitable trust created by operation of law as a remedy to compel the transfer of property from the person wrongfully holding it to the rightful owner. (Communist Party v. 522 Valencia, Inc. (1995) 35 Cal.App.4th 980, 990.) The essence of the theory of constructive trust is to prevent unjust enrichment and to prevent a person from taking advantage of his or her own wrongdoing. (Id.)

Finally, [t]here is no cause of action for punitive damages"; they are a remedy available under Civil Code section 3294. (Hilliard v. A.H. Robins Co. (1983) 148 Cal.App.3d 374, 391.) "Recklessness" is a degree of culpability, and is not itself a separate cause of action. Embezzlement, Constructive Trust, Unjust Enrichment, Recklessness and Punitive Damages are not standalone causes of action in California. Accordingly, The demurrer is SUSTAINED without leave to amend as to the Fourth, Eighth, Tenth, Thirteenth and Sixteenth Causes of Action.

Fifth Cause of Action: Conversion Defendants demur on the grounds that "over $200,000" is not a specific, identifiable sum. "The elements of a conversion claim are: (1) the plaintiff's ownership or right to possession of the property; (2) the defendant's conversion by a wrongful act or disposition of property rights; and (3) damages." (Lee v. Hanley (2015) 61 Cal.4th 1225, 1240.) Money may be the subject of conversion only where there is "a specific, identifiable sum"; a "generalized claim for money [is] not actionable as conversion." (PCO, Inc. v. Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP (2007) 150 Cal.App.4th 384, 395.)

Here, the Complaint alleges that Plaintiff had a rightful ownership interest in the partnership funds. (Complaint, Fifth Cause of Action, P. b.) It alleges that "Defendant wrongfully took and retained possession of these funds without authorization." (Complaint, Fifth Cause of Action, P. c.) And it pleads damages of "over $200,000." (Complaint, Fifth Cause of Action, P. d; Complaint P. 10.) The cause of action itself does not identify a specific, identifiable sum, nor does it specify which Defendant exercised dominion. While Exhibit B to the Complaint itemizes discrete withdrawals, the cause of action as pleaded does not incorporate or tie to those specific sums. (Complaint, Ex. B.) The Complaint is therefore devoid of allegations of a specific, identifiable sum and of the responsible party as required for conversion. The demurrer is SUSTAINED with leave to amend.

Eleventh Cause of Action: Breach of the Covenant of Good Faith and Fair Dealing Defendants demur on the grounds that the claim is duplicative of the breach-of-contract claim, that no special relationship supports tort recovery, and that 4Love was never a party to any contract. The implied covenant of good faith and fair dealing is implied in every contract; a claim for its breach that relies on the same acts and seeks the same damages as a companion breach-of-contract claim is duplicative and may be disregarded. Tort recovery for breach of the covenant is available "only in limited circumstances, generally involving a special relationship between the contracting parties, such as the relationship between an insured and its insurer." (Bionghi v. Metropolitan Water Dist. (1999) 70 Cal.App.4th 1358, 1370.)

Here, the Eleventh Cause of Action alleges that Defendant breached the implied covenant by "unauthorized withdrawals and failure to provide transparency in financial matters." (Complaint, Eleventh Cause of Action, P. c.) It pleads the same damages exceeding $200,000 as the First Cause of Action. (Complaint, Eleventh Cause of Action, P. d.) These are the same acts and the same damages alleged for breach of the partnership agreement, and no special relationship supporting tort recovery is alleged. The Complaint is therefore devoid of allegations of conduct or damages distinct from the breach-of-contract claim as to Shabbooi. The demurrer is SUSTAINED with leave to amend as to Shabbooi. As to 4Love, no contract is or can be alleged, and the demurrer is SUSTAINED without leave to amend as to 4Love, Inc.

Twelfth Cause of Action: Negligence The elements for a claim of negligence are: (1) duty, (2) breach of duty, (3) causation, and (4) damages. (Kenser v. Superior Court (2016) 1 Cal.5th 1132, 1159). Civil Code section 1714(a) is the general statement of that duty, providing that everyone is responsible "for an injury occasioned to another by his or her want of ordinary care or skill in the management of his or her property or person." The statute is the source of the general duty of ordinary care; it is not, as Defendants suggest, a narrow provision that excludes a claim framed as a failure to exercise reasonable care.

Here, the Complaint alleges that Defendant owed Plaintiff a duty of care in managing the partnership funds. (Complaint, Twelfth Cause of Action, P. b.) It alleges that Defendant breached that duty by failing to exercise reasonable care in handling the partnership finances, resulting in unauthorized withdrawals and mismanagement. (Complaint, Twelfth Cause of Action, P. c.) It alleges that Defendant's negligence caused significant financial harm, including damages exceeding $200,000, lost business opportunities, and the need to incur legal costs. (Complaint, Twelfth Cause of Action, P. d.)

However, a negligence claim requires a duty of care arising from a source other than the parties' contract or their partnership; the mere recasting of a contractual or fiduciary obligation as a "duty of care" does not supply one. (Sheen, supra, 12 Cal.5th at pp. 922-924.) The only duty the Twelfth Cause of Action invokes - to exercise reasonable care in "managing the partnership funds" (Complaint, Twelfth Cause of Action, P. b) - is the very duty already governed by the partnership agreement and by the fiduciary duties pleaded in the Second Cause of Action.

The Complaint pleads no additional, separate, duty owed to Plaintiff apart from those partnership and fiduciary duties, and no injury apart from the economic losses recoverable under the causes of action already asserting them. Accordingly, the demurrer is SUSTAINED with leave to amend.

Fifteenth Cause of Action: Intentional Interference with Business Opportunities Defendants demur on the ground that the claim lacks specificity and does not identify which Defendant is referenced. "[T]he elements of the tort of intentional interference with prospective economic advantage are: (1) an economic relationship between the plaintiff and some third party, with the probability of future economic benefit to the plaintiff; (2) the defendant's knowledge of the relationship; (3) intentional acts on the part of the defendant designed to disrupt the relationship; (4) actual disruption of the relationship; and (5) economic harm to the plaintiff proximately caused by the acts of the defendant." (Westside Center Associates v. Safeway Stores 23, Inc. (1996) 42 Cal.App.4th 507, 521-522.) The plaintiff must also plead an independently wrongful act.

Here, the Complaint alleges that Plaintiff had "existing and prospective business opportunities in the real estate market." (Complaint, Fifteenth Cause of Action, P. b.) It alleges that Defendant "intentionally interfered with these opportunities by diverting partnership funds." (Complaint, Fifteenth Cause of Action, P. c.) The Complaint does not identify any specific economic relationship with any identified third party, Defendants' knowledge of such a relationship, or intentional acts directed at disrupting it, and refers only to an unspecified "Defendant." The Complaint is therefore devoid of allegations supporting a specific economic relationship, Defendants' knowledge, and intentional disruptive acts. The demurrer is SUSTAINED with leave to amend.

Conclusion

The demurrer for uncertainty under Code of Civil Procedure section 430.10(f) is SUSTAINED, with leave to amend, as to the Complaint in its entirety. The demurrer is further addressed on additional grounds, and OVERRULED in part, and SUSTAINED in part as follows:

As to Defendant Nima Shabbooi: The demurrer is OVERRULED as to the First Cause of Action (Breach of Partnership Agreement) and the Second Cause of Action (Breach of Fiduciary Duty). The demurrer is SUSTAINED with leave to amend as to the Third Cause of Action (Fraud), the Fifth Cause of Action (Conversion), the Eleventh Cause of Action (Breach of the Covenant of Good Faith and Fair Dealing), the Twelfth Cause of Action (Negligence), the Fourteenth Cause of Action (Constructive Fraud), and the Fifteenth Cause of Action (Intentional Interference with Business Opportunities).

The demurrer is SUSTAINED without leave to amend as to the Fourth Cause of Action (Embezzlement), the Eighth Cause of Action (Constructive Trust), the Tenth Cause of Action (Unjust Enrichment), the Thirteenth Cause of Action (Recklessness), and the Sixteenth Cause of Action (Punitive Damages), because none states a standalone cause of action that amendment can cure.

As to Defendant 4Love, Inc.: The demurrer is SUSTAINED with leave to amend as to the First Cause of Action (Breach of Partnership Agreement), the Second Cause of Action (Breach of Fiduciary Duty), the Third Cause of Action (Fraud), the Fifth Cause of Action (Conversion), the Twelfth Cause of Action (Negligence), the Fourteenth Cause of Action (Constructive Fraud), and the Fifteenth Cause of Action (Intentional Interference with Business Opportunities). The demurrer is SUSTAINED without leave to amend as to the Fourth Cause of Action (Embezzlement), the Eighth Cause of Action (Constructive Trust), the Tenth Cause of Action (Unjust Enrichment), the Eleventh Cause of Action (Breach of the Coven ant of Good Faith and Fair Dealing), the Thirteenth Cause of Action (Recklessness), and the Sixteenth Cause of Action (Punitive Damages).

The Court does not address the Sixth, Seventh, and Ninth Causes of Action, as they are not listed in the Notice of Demurrer. Plaintiff shall have twenty (20) days from notice of this order to file and serve an amended complaint consistent with this ruling. Moving party to give notice.

Parties who intend to submit on this tentative must send an email to the Court at [email protected] indicating intention to submit on the tentative, and copying all parties in the email communication. Please be advised that if you submit on the tentative and elect not to appear at the hearing, the opposing party may nevertheless appear at the hearing and argue the matter. Unless you receive a submission from all other parties in the matter, you should assume that others might appear at the hearing to argue. If the Court does not receive emails from the parties indicating submission on this tentative ruling and there are no appearances at the hearing, the Court will adopt the tentative as the final order, or take the matter off calendar at its discretion. |