Advanced Fiberglass Concepts vs. APG, LLC

the employer over the employee; and the arbitration agreement does not prohibit the arbitrator from considering equitable tolling if presented with a statute of limitations issue. Finally, Plaintiff does not contend that any of the arbitration provisions otherwise fail to meet the Armendariz factors, e.g., a neutral arbitrator, adequate discovery, or payment of unreasonable costs.

In sum, the Court finds Plaintiff has not shown that the arbitration agreement is unenforceable. The motion to compel arbitration is granted. Plaintiff is ordered to arbitrate all of her claims. The action is stayed pending final resolution of the arbitration. (Code Civ. Proc. § 1281.4.)

All upcoming hearing dates shall be vacated. The Court sets an arbitration status conference for April 22, 2027, at 9:00AM in Department N18.

Defendants shall give notice of the ruling.

14. 2024-1416858 Advanced Case Management Conference Fiberglass Concepts vs. Defendant APG, LLC and George Gemayel’s motions to quash APG, LLC discovery subpoenas or, in the alternative for protective orders, are denied.

Defendants move for order quashing the subpoenas issued by Plaintiff Advanced Fiberglass Concepts to: Callahan & Blaine, K&L Law Group, Wells Fargo, MUFG Union Bank, U.S. Bank National Association, and JP Morgan Chase Bank. In the alternative, Defendants move for an order limiting the scope of the subpoenas to “specific relevant documents.” It should be noted that the subpoenas to the banking institutions have already been limited to: “Any and all documents and records evidencing any and all accounts held by APG, LLC, a California limited liability company (dba Automotive Performance Group) (Entity No. 201805310526) from January 1, 2021 through the present, including, without limitation, monthly statements, cancelled checks and related records.”

The subpoenas to the law firms request six categories of (non- privileged) documents relating to the action styled Greenkraft, Inc. v. George Patrick Gemayel, et al., OCSC case no. 30-2018-00979579. (See ROA 32 [Sunukjian Decl. at ¶¶ 7-8, Exhs. A, B].)

Legal Standard

A deposition subpoena is the proper tool to obtain discovery from a nonparty to the action. A deposition subpoena for production of business records commands the deponent to produce business

records for inspection and copying, without attending an oral or written deposition. Generally, personal delivery of a deposition subpoena is effective to require a person who is a resident of California to produce the business records specified in the subpoena. (Code Civ. Proc. § 2020.220, subd. (c)(2).) Either the nonparty witness who has been subpoenaed, or any party to the action, may challenge the deposition subpoena. (Code Civ. Proc. § 1985.3, subd. (g).)1

Upon a motion reasonably made by a party, the court may quash, modify or direct compliance with a subpoena for production of documents. The court “may make any other order as may be appropriate to protect the person from unreasonable or oppressive demands, including unreasonable violations of the right of privacy of the person.” (Code Civ. Proc. § 1987.1, subds. (a), (b).) “The court shall limit the scope of discovery if it determines that the burden, expense, or intrusiveness of that discovery clearly outweighs the likelihood that the information sought will lead to the discovery of admissible evidence.” (Code Civ. Proc., § 2017.020, subd. (a).)

The party claiming a violation of the constitutional right of privacy must “[1] establish a legally protected privacy interest, [2] an objectively reasonable expectation of privacy in the given circumstances, [3] and a threatened intrusion that is serious.” (Williams v. Superior Court (2017) 3 Cal.5th 531, 552, citing Hill v. National Collegiate Athletic Assn. (1994) 7 Cal.4th 1, 35-37.) Generally, the corporate right to privacy is a lesser right than that held by human beings and is not considered a fundamental right.” (SCC Acquisitions, Inc. v.

Superior Court (2015) 243 Cal.App.4th 741, 756.) Although the right of privacy covers financial information, “relevant bank customer information should not be wholly privileged and insulated from scrutiny by civil litigants”; rather, the trial court should employ “certain procedural devices” to “fashion[] an appropriate order that will, so far as possible, accommodate considerations of both disclosure and confidentiality.” (Valley Bank of Nevada v. Superior Court (1975) 15 Cal.3d 652, 656- 658.)

For the purpose of resolving a motion to compel, the balancing test is “whether the discovery ‘appears reasonably calculated to lead to the discovery of admissible evidence’” when “balanced against the corporate right of privacy.” (SCC Acquisitions, Inc. v. Superior Court (2015) 243 Cal.App.4th 741, 756.) Any doubts

1 Generally, a motion to “quash the production of documents or tangible things at a deposition” requires a separate statement. (Cal. R. Ct. Rule 3.1345, subd. (a)(5).) However, a separate statement is not required “[w]hen no response has been provided to the request for discovery.” (Cal. R. Ct. Rule 3.1345, subd. (b)(1).)

about relevance should generally be resolved in favor of permitting discovery. (Ibid.)

Here, the Court finds Defendants have not stated valid objections to the subpoenas directed to the law firms. Even if character evidence is inadmissible, this hardly matters; it is well-settled that the scope of permissible discovery does not require the evidence sought to be admissible. (Gonzalez v. Superior Court (1995) 33 Cal.App.4th 1539, 1546.) Rather, the question is whether the information “might reasonably assist a party in evaluating the case, preparing for trial, or facilitating settlement.” (Ibid. [emphasis in original [quoting Weil & Brown, Cal.

Practice Guide: Civil Procedure Before Trial (Rutter 1994) Discovery, ¶ 8:66.1, p. 8C–1].) The evidence sought by the subpoenas may tend to show that Defendants knew the representations they allegedly made to Plaintiff, in 2021, were false when made, and that this was a scheme to obtain funds to settle the Greenkraft litigation, in addition to showing whether funds from Plaintiff were used to pay that settlement.

Likewise, the Court finds Plaintiff’s right to discover the information sought by the subpoenas to the banks outweighs APG’s limited right to privacy. The fact that the conversion claim specifically points to three specific payments does not restrict Plaintiff’s right to discovery with respect to the remaining payments (which are specifically alleged in ¶ 16) that it made to APG.

Finally, the Court finds no reason to limit the subpoenas as requested by Defendants in their alternative motions for protective order, because the subpoenas are drafted in a matter that are reasonably tailored to the needs of this case (and Plaintiff had already agreed to narrow the scope of the subpoenas to the banks before these motions were filed).

Plaintiff shall give notice of the ruling.

DEMURRER

Defendants APG, LLC’s and George Patrick Gemayel’s demurrer to Plaintiff Advanced Fiberglass Concepts’ Complaint is overruled.

A demurrer presents an issue of law regarding the sufficiency of the allegations set forth in the complaint. (Lambert v. Carneghi (2008) 158 Cal.App.4th 1120, 1126.) The challenge is limited to the “four corners” of the pleading (which includes exhibits attached and incorporated therein) or from matters outside the pleading which are judicially noticeable under Evidence Code §§ 451 or 452. Although California courts take a liberal view of inartfully drawn complaints, it remains essential that a complaint set forth the

actionable facts relied upon with sufficient precision to inform the defendant of what plaintiff is complaining, and what remedies are being sought. (Leek v. Cooper (2011) 194 Cal.App.4th 399, 413.)

On demurrer, a complaint must be liberally construed. (CCP § 452; Stevens v. Superior Court (1999) 75 Cal.App.4th 594, 601.) All material facts properly pleaded, and reasonable inferences, must be accepted as true. (Aubry v. Tri-City Hospital Dist. (1992) 2 Cal.4th 962, 966-67.)

Economic Loss Rule

Defendants argue that Plaintiff’s tort claims (1 st cause of action for promissory fraud, 3rd cause of action for breach of the implied covenant of good faith and fair dealing, and the 4 th cause of action for conversion) are barred by the economic loss rule as set forth in Robinson Helicopter Co., Inc. v. Dana Corp. (2004) 34 Cal.4th 979.

Pursuant to Robinson Helicopter, a “party alleging fraud or deceit in connection with a contract must establish tortious conduct independent of a breach of the contract itself, that is, violation of “some independent duty arising from tort law.” (Id. at 990.)

Defendants inexplicably omit reference to the portion of the Robinson Helicopter opinion where the court enumerated “several instances where tort damages were permitted in contract cases.” (Id. at 989.) The court specifically found the tort damages were allowed “where the contract was fraudulently induced” because in that instance “the duty that gives rise to tort liability is either completely independent of the contract or arises from conduct which is both intentional and intended to harm.” (Id. at 990.) The court went on to “hold the economic loss rule does not bar Robinson’s fraud and intentional misrepresentation claims because they were independent of Dana’s breach of contract.” (Id. at 991.)

The economic loss rule does not apply to Plaintiff’s promissory fraud claim. Nor does it apply to Plaintiff’s 3 rd or 4th causes of action. A breach of the implied covenant of good faith and fair dealing requires proof of a contract (see below); thus, such a claim cannot logically be barred due to that same contract claim. And, conversion, if properly pled, amounts to tortious conduct independent of a breach of the contract itself.

1st cause of action for promissory fraud

“Promissory fraud is a subspecies of fraud, and an action may lie where a defendant fraudulently induces the plaintiff to enter into a contract, by making promises he does not intend to keep.”

(Missakian v. Amusement Industry, Inc. (2021) 69 Cal.App.5th 630, 653.)

“[P]romissory fraud requires proof of ‘(1) a promise made regarding a material fact without any intention of performing it; (2) the existence of the intent not to perform at the time the promise was made; (3) intent to deceive or induce the promisee to enter into a transaction; (4) reasonable reliance by the promisee; (5) nonperformance by the party making the promise; and (6) resulting damage to the promise[e].’ [Citation.]” (Id. at 654 [citing Gruber v. Gruber (2020) 48 Cal.App.5th 529, 540].)

A claim of promissory fraud is the same as fraudulent inducement. (Id. at 640, fn. 4.)

The Court finds Plaintiff’s allegations sufficiently specific to plead fraud. (See Complaint, ¶¶ 16, 24, 26, 34-36.)

Defendants additionally wrongly argue that the integration clause in the contract precludes reliance on verbal representations. In Riverisland Cold Storage, Inc. v. Fresno-Madera Production Credit Assn. (2013) 55 Cal.4th 1169, 1182, the Court held that the fraud exception to the parol evidence rule (Code Civ. Proc., § 1856, subd. (g)) permits evidence of fraudulent promises at variance with an integrated writing. A party cannot contract away liability for its own fraud. (Civ. Code, § 1668.)

2nd cause of action for breach of contract

Defendants fail to state any arguments to support their demurrer to the breach of contract claim.

“Every brief should contain a legal argument with citation to authorities on the points made. If none is furnished on a particular point, the court may treat it as waived, and pass it without consideration.” (People v. Stanley (1995) 10 Cal.4th 764, 793).

Therefore, the Court overrules the demurrer to this claim.

3rd cause of action for breach of implied covenant of good faith and fair dealing

In order to properly establish breach of the covenant of good faith and fair dealing, Plaintiffs must prove the following: (1) the parties entered into a contract; (2) plaintiff did all that was required under the contract or was excused from such; (3) the conditions required for defendants performance occurred; (4) defendant unfairly interfered with plaintiff’s right to receive the benefits of the

contract, and (5) plaintiff was harmed by defendant’s conduct. (CACI 325.)

Breach of contract is a necessary prerequisite to bring a claim for breach of the implied covenant of good faith and fair dealing. (See Racine & Laramie, Ltd. v. Department of Parks & Recreation (1992) 11 Cal.App.4th 1026, 1031-1032 (“The implied covenant of good faith and fair dealing rests upon the existence of some specific contractual obligation ..., [T]here is no obligation to deal fairly or in good faith absent an existing contract.”); Digerati Holdings, LLC v. Young Money Entertainment, LLC (2011) 194 Cal.App.4th 873, 885 (“Although breach of the implied covenant often is pleaded as a separate count, a breach of the implied covenant is necessarily a breach of contract.”).)

Defendant argues that this cause of action is barred as a matter of law because, to the extent it sounds it tort, it is improper and, to the extent it sounds in contract, it is redundant.

It does not appear that Plaintiff is alleging a tortious breach of the covenant, so this cause of action is not improper as Defendant argues.

Furthermore, redundancy is not a proper basis to sustain a demurrer. (See Blickman Turkus, LP v. MF Downtown Sunnyvale, LLC (2008) 162 Cal.App.4th 858, 890.)

4th cause of action for conversion The elements of conversion 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.)

In the Complaint, Plaintiff alleges that Defendants failed to return money received from Plaintiff and used it to settle an unrelated lawsuit and for other personal reasons and Defendants’ own operating expenses. (Complaint, ¶¶ 49, 50.)

Defendants argue that a claim for conversion is not appropriate to recover money damages. This is not a correct statement of the law. Money is “property.” Defendants cite to PCO, Inc. v. Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP (2007) 150 Cal.App.4th 384, 395, which provides that “‘Money cannot be the subject of a cause of action for conversion unless there is a specific, identifiable sum involved, such as where an agent accepts a sum of money to be paid to another and fails to make the payment.’” (Emphasis added.) This appears to be exactly what Plaintiff is alleging.

5th cause of action for money had and received Pursuant to Mains v. City Title Ins. Co. (1949) 34 Cal.2d 580, 586, a claim for money had and received “may be brought wherever one person has received money which belongs to another, and which in equity and good conscience, or in other words, in justice and right, should be returned.”

Plaintiff alleges in the Complaint that “[w]ithin the last three (3) years, Defendants, and each of them, received money from Plaintiff totaling $4,370,837.98 that was intended for the benefit of Plaintiff. That money was not used for the benefit of Plaintiff, and Defendants, and each of them, have not returned the money to Plaintiff.”

These allegations adequately support a claim for money had and received.

6th cause of action for violation of B&P Code, § 17200 et seq. Cal. Business & Professions Code section 17200 (“UCL”) prohibits “any unlawful, unfair or fraudulent business act or practice and unfair, deceptive, untrue or misleading advertising.” Under the unlawful prong, a violation of law may be actionable as unfair competition under Cal. Business & Professions Code section 17200. (Lueras v. BAC Home Loans Servicing, Inc. (2013) 221 Cal.App.4th 49, 81.) An unfair business practice occurs when that practice offends an established public policy or when the practice is immoral, unethical, oppressive, unscrupulous or substantially injurious to consumers...An unfair business practice also means the public policy which is a predicate to the action must be tethered to specific constitutional, statutory or regulatory provisions.” (Id. (internal citations omitted.).)

A fraudulent practice “require[s] only a showing that members of the public are likely to be deceived and can be shown even without allegations of actual deception, reasonable reliance and damage.” (Id. (internal citations omitted.).) Plaintiff alleges that “Defendants committed fraudulent acts against Plaintiff and members of the public, including Plaintiffs customers, by, among other things, making the Representations and Promises,” and that “Defendants’ conduct deceived the public in that Defendants knew Plaintiff would reasonably rely on Defendants’ false promises in marketing the Hardtops to the public and accepting payments from customers for the Hardtops” violating “Civil Code §§ 1572, 1709 and 1701 and Commercial Code § § 1103 and 1304.” (Complaint, ¶¶ 58, 59.)

Defendants argue that Plaintiff fails to plead a claim under the UCL because Plaintiff does not allege members of the general public are

likely to be received; the alleged misrepresentations in the Complaint were directed only to Plaintiff.

Plaintiff alleges not only fraud in the complaint, but also alleges a claim under the unlawful prong which does not require allegations of harm to the general public.

UCL standing requires only that the plaintiff “has suffered injury in fact and has lost money or property as a result of the unfair competition.” (Bus. & Prof. Code, § 17204; Kwikset Corp. v. Superior Court (2011) 51 Cal.4th 310, 322.)

There are sufficient facts pled to support this claim.

7th cause of action for accounting

“A cause of action for an accounting requires a showing that a relationship exists between the plaintiff and defendant that requires an accounting, and that some balance is due the plaintiff that can only be ascertained by an accounting.... [] An action for accounting is not available where the plaintiff alleges the right to recover a sum certain or a sum that can be made certain by calculation.” (Teselle v. McLoughlin (2009) 173 Cal.App.4th 156, 179.)

Plaintiff alleges that it “is entitled to an accounting of the monies paid to Defendants under the agreements described above for the production and shipping of the Hardtops,” due to “Defendants’ failure to produce the Hardtops ordered by Plaintiff despite receiving millions of dollars from Plaintiff and Defendants’ conversion of funds paid by Plaintiff.” (Complaint, ¶¶ 63, 64.)

Contrary to Defendant’s argument, there is no requirement of a creditor-debtor relationship.

The court in Teselle holds that “a fiduciary relationship between the parties is not required to state a cause of action for accounting”; the claim requires only a relationship warranting equitable relief and an unliquidated balance that cannot be ascertained without an examination of the defendant’s books. (Teselle, supra, 173 Cal.App.4th at 179–180.) This is pled.

Also, while Plaintiff seeks a specific sum with respect to the conversion claim, it does not appear that such a specific sum is sought as a whole from the other allegations in the Complaint.

Therefore, this cause of action is sufficiently alleged.

Alter Ego Allegations

Defendants additionally argue that the demurrer should be sustained as to all causes of action against Defendant Gemayel because alter ego is not sufficiently pled.

Generally, “a corporation is regarded as a legal entity, separate and distinct from its stockholders, officers and directors, with separate and distinct liabilities and obligations.” (Sonora Diamond Corp. v. Superior Court (2000) 83 Cal.App.4th 523, 538.) However, under the alter ego doctrine, “when the corporate form is used to perpetrate a fraud, circumvent a statute, or accomplish some other wrongful or inequitable purpose, the courts will ignore the corporate entity and deem the corporation’s acts to be those of the persons or organizations actually controlling the corporation, in most instances the equitable owners.” (Id.)

There are two conditions precedent to invoking the alter ego doctrine: “First, there must be such a unity of interest and ownership between the corporation and its equitable owner that the separate personalities of the corporation and the shareholder do not in reality exist. Second, there must be an inequitable result if the acts in question are treated as those of the corporation alone.” (Id.)

Plaintiff alleges that “Gemayel is the sole and dominating owner and/or member of Defendant APG;” “Gemayel dominated and controlled APG,” such that “APG was merely an instrumentality, agent, conduit, or adjunct of Gemayel,” “Gemayel commingled funds and other assets of APG and his funds, as well as other assets, for his own convenience and to assist in evading creditors and payment obligations,” and “Gemayel failed to adequately capitalize APG and/or transferred assets away from APG” among other things. (Complaint, ¶¶ 7-12.)

These allegations are sufficient at the pleadings stage to allege alter ego.

Based on the foregoing, the general demurrer is overruled in its entirety.

Special Demurrer

Defendants’ special demurrer is also overruled. The allegations in the Complaint are not so confusing that Defendants cannot reasonably respond. (See Khoury v. Maly’s of Calif., Inc. (1993) 14 Cal.App.4th 612, 616; Williams v. Beechnut Nutrition Corp. (1986) 185 Cal.App.3d 135, 139.)

MOTION TO STRIKE

Defendants APG, LLC’s and George Patrick Gemayel’s motion to strike portions of Plaintiff Advanced Fiberglass Concepts’ Complaint is denied.

A court may strike out any irrelevant, false, or improper matter inserted in any pleading or strike out all or any part of any pleading not drawn or filed in conformity with the laws of this state, a court rule or an order of the court. Code Civ. Proc. § 436. “Irrelevant” matters include: allegations not essential to the claim, allegations neither pertinent to nor supported by an otherwise sufficient claim or a demand for judgment requesting relief not supported by the allegations of the complaint. (Code Civ. Proc. § 431.10(b).) A motion to strike can also strike legal conclusions. (Weil & Brown, Cal. Prac. Guide, Civil Proc. before Trial, ¶ 7:179 (2010).) Conclusory allegations are permitted, however, if they are supported by other factual allegations in the complaint. (Perkins v. Superior Court (1981) 117 Cal.App. 3d 1, 6.)

Motions to strike are disfavored. Pleadings are to be construed liberally with a view to substantial justice. (Cal. Code Civ. Proc. § 452; Weil & Brown, Cal. Prac. Guide, Civil Proc. before Trial, ¶ 7:197 (2010).) The allegations of the complaint are presumed true; they are read as a whole and in context. (Clauson v. Superior Court (1998) 67 Cal.App. 4th 1253, 1255.)

Punitive damages

Civil Code § 3294 provides that punitive damages may be awarded in an action for breach of an obligation not arising from contract, if the plaintiff proves by clear and convincing evidence that the defendant has been guilty of oppression, fraud, or malice.

At the pleading stage, the complaint must allege facts supporting circumstances of oppression, fraud, or malice. (Grieves v. Superior Court (1984) 157 Cal.App.3d 159, 166 (“The mere allegation an intentional tort was committed is not sufficient to warrant an award of punitive damages. [Citation] Not only must there be circumstances of oppression, fraud or malice, but facts must be alleged in the pleading to support such a claim. [Citation].”).)

As stated above with respect to the demurrer, Plaintiff alleges facts sufficient to support fraud. Therefore, the motion to strike the punitive damages claims is denied.

Alter Ego Allegations

Defendant argues that if the demurrer is sustained based on inadequate alter ego allegations, then such should be stricken.

Because the demurrer is overruled, including with respect to the alter ego allegations, the motion to strike is denied.

Plaintiff shall give notice of both rulings.

15. 2024-1419322 Specially appearing defendant Edmund Bagtas’s motion to quash Rodriguez vs. service of summons is granted. Avis Budget Car Rental, Code of Civil Procedure section 415.50 permits service by LLC publication only where it appears by affidavit that the defendant “cannot with reasonable diligence be served in another manner” provided by the governing service statutes. Because service by publication rarely provides actual notice, the required diligence entails a thorough and systematic investigation undertaken in good faith. (Watts v. Crawford (1995) 10 Cal.4th 743, 749, fn. 5; Rios v. Singh (2021) 65 Cal.App.5th 871, 880.) The relevant question is whether the plaintiff took the steps a reasonable person who genuinely desired to provide the defendant with notice would have taken under the circumstances. (Rios, supra, at p. 880.)

Contrary to plaintiffs’ contention, the Court’s prior ex parte order authorizing publication does not preclude defendant from challenging the validity of the resulting service. A motion under Code of Civil Procedure section 418.10 is the appropriate means of challenging service for lack of personal jurisdiction. Once such a challenge is made, plaintiffs bear the burden of establishing the facts necessary to demonstrate valid service. (Lebel v. Mai (2012) 210 Cal.App.4th 1154, 1163.)

Plaintiffs have not carried that burden. Their evidence establishes the following efforts. In approximately April 2025, a process server attempted service at 1020 West Ball Road, Room 203, Anaheim, but was denied entry by a guard. The record identifies no further attempt at that location and no inquiry directed to the hotel concerning whether defendant remained a guest there.

In December 2025, plaintiffs requested an address from the Avis defendants and were given 3868 Donnington Drive in Virginia Beach, Virginia. The proof of nonservice reflects three attempts at that address on January 5, 10, and 16, 2026, at 2:45 p.m., 3:30 p.m., and 4:15 p.m., respectively. No one answered the door. Although plaintiffs’ declarations and opposition characterize these as “more than four” attempts (Opposition, (ROA 93) at line 1), this is wrong; the proof submitted establishes only three.