THE CHANG FAMILY TRUST, BY AND THROUGH ITS CO-TRUSTEES, JOHN H. CHANG AND AILEEN HSIAOLIN WANG vs ANGEL

1. CASE # CASE NAME HEARING NAME TODD vs VEVOR STORE, MOTION PRO HAC VICE - JOSEPH CVRI2500446 LLC, D. COHEN AS TO LUCAS TODD Tentative Ruling:

Defendant Vevor’s Application for Joseph D. Cohen to Appear Pro Hac Vice pursuant to CRC §9.40 is granted.

2. CASE # CASE NAME HEARING NAME THE CHANG FAMILY TRUST, BY AND THROUGH ITS CO- HEARING ON RIGHT TO ATTACH CVRI2505408 TRUSTEES, JOHN H. ORDER (x3) CHANG AND AILEEN HSIAOLIN WANG vs ANGEL Tentative Ruling:

Plaintiffs John Chang and Aileen Hsiaolin Wang, trustees of The Chang Family Trust’s Application for Writs of Attachment are denied.

An attachment is a provisional remedy to aid in the collection of money by seizure of property in advance of trial and judgment. (Kemp Bros. Const., Inc. v. Titan Elec. Corp. (2007) 146 Cal.App.4th 1474, 1476.) It creates a judicial lien on the debtor’s attachable property and protects the plaintiff’s priority. (Ahart, California Practice Guide: Enforcing Judgments and Debts § 4:3 (Rutter Group 2026).)

An attachment may be issued only if the claim sued upon meets the following requirements: (1) a “claim for money ... based upon a contract, express or implied”; (2) of a “fixed or readily ascertainable amount not less than $500”; (3) that is either unsecured or secured by personal property; and (4) that is a commercial claim. (Code Civ. Proc., § 483.010; Goldstein v. Barak Const. (2008) 164 Cal.App.4th 845, 852.) To obtain a right to attach order, the plaintiff has the burden of proving (1) that the claim is one on which an attachment may be issued pursuant to Code of Civil Procedure section 483.010; (2) the probable validity of such claim; and (3) that the attachment is not sought for any purpose other than to secure recovery on the claim. (Code.

Civ. Proc., § 484.090.) “Probable validity” is established when “it is more likely than not that the plaintiff will obtain a judgment against the defendant on that claim. (Id. at § 481.190.) “The legality of the attachment must be determined from the pleadings, proceedings and entire record in the attachment suit to ascertain therefrom what, in fact, the real grievance is for which relief is sought.” (Stowe v. Matson (1949) 94 Cal.App.2d 678, 682.) A plaintiff must establish a prima facie case. (Pech v.

Morgan (2021) 61 Cal.App.5th 841, 854.) When opposed, 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.” (Id. at 855.)

EVIDENTIARY OBJECTIONS

In opposition, Defendants submit evidentiary objections. The court sustains nos. 2, 4, 6, 12-15, and overrules the remaining.

In reply, Plaintiff submits the following evidentiary objections. The court sustains nos. 1, 8, 10, 12.

In sur-reply, Defendants object to the new evidence submitted in reply. “The general rule of motion practice...is that new evidence is not permitted with reply papers.” (Jay v. Mahaffey (2013) 218 Cal.App.4th 1522, 1537.) It is only allowed in “exceptional circumstances” and if permitted, the opposing party should be given an opportunity to respond. (Id. at 1538.) If the court considers the new evidence in reply, the court needs to continue the matter to allow Defendants to respond. Otherwise, the court should not consider the new evidence in reply.

Empire

Effective July 1, 2024, Empire enacted the plan “to provide Participants the opportunity to participate in an Incentive Compensation & Change of Control Plan of Empire....” (Chang Decl., Ex. A, §1.) A bonus payment is defined as “an annual payment for ten (10) consecutive years equal to the greater of: (i) ten percent (10%) of the Company’s EBITA for the prior calendar year, as reasonably determined by the Company’s accountant, or (ii) the Minimum Bonus Payment, paid in two installments....For purposes of clarity, the first Bonus Payment for 2024 will be based upon the 2023 EBITA calculation.” (Id. at §2(b).)

Minimum Bonus Payment is defined as $750,000; but “in the event the gross annual revenues for the prior calendar year are less than $150,000,000, the Minimum Bonus Payment shall be proportionally reduced by the percentage decrease of gross annual revenues below $150,000,000.” (Id. at §2(g).)

While it is true that the Manager shall select the Participants, as pointed out by Defendants (id. at §4(a)), a participant immediately vests (id. at §4(b)) and is evidenced by a Percentage Agreement (id. at §5(a).) Chang attaches the Percentage Agreement, which awards the Trust a 40% award. (Chang Decl., Ex. A.)

Thus, the Trust has demonstrated a claim for money based on an express contract, that is unsecured, and is a commercial claim. The problem is whether this is a readily ascertainable amount. Chang seeks a $11 million attachment based on the 10 year compensation. However, that is not readily ascertainable as it is based on future revenue.

In the alternative, Chang requests $1,800,000 based on a 2024 payment of $1,050,000 based on the 2023 EBITA data, and $750,000 as the minimum for the 2025 payment. The problem is that Chang is making an “approximation” of a $10.5 million and

therefore, he is “approximately” owed $1,050,000. By definition, from Merriam-Webster, approximative is “not precisely correct.” These are not fixed numbers, but estimates. There is a formula, but Chang does not have the actual EBITA number for either 2023 or 2024, which would make the numbers reasonably ascertainable. For minimum bonus payment, Chang does not establish that gross annual revenues were above $150 million, for either year. (Chang Decl. ¶8.) “The fixed or readily ascertainable amount’ requirement embodies a notice principle, that the defendant in the pending case and any other creditors are given notice of the maximum amount of the property so affected. [Citation.] It also ensures that the attachment request may be fairly and accurately determined in summary proceedings before trial.” (Royals v. Lu (2022) 81 Cal.App.5th 328, 350 [internal quotation marks omitted].)

Without actual evidence of the EBITA or gross annual revenues, the Trust failed to establish a readily ascertainable amount. Accordingly, the motion should be denied.

Angel

Here, neither Angel nor Pivot Time are parties to the contract.

As to Angel, Plaintiff asserts the first cause of action of breach of contract against Angel; the only possible theory is an alter ego theory.

A claim against a defendant, based on the alter ego theory, is not itself a claim for substantive relief, e.g., breach of contract or to set aside a fraudulent conveyance, but rather, procedural, i.e., to disregard the corporate entity as a distinct defendant and to hold the alter ego individuals liable on the obligations of the corporation where the corporate form is being used by the individuals to escape personal liability, sanction a fraud, or promote injustice.” (Hennessey’s Tavern, Inc. v.

American Air Filter Co. (1988) 204 Cal.App.3d 1351, 1359.) “A corporate identity may be disregarded—the ‘corporate veil’ pierced—where an abuse of the corporate privilege justifies holding the equitable ownership of a corporation liable for the actions of the corporation. [Citation.] Under the alter ego doctrine, then, 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. [Citation.]

The alter ego doctrine prevents individuals or other corporations from misusing the corporate laws by the device of a sham corporate entity formed for the purpose of committing fraud or other misdeeds.” (Sonora Diamond Corp. v. Superior Court (2000) 83 Cal.App.4th 523, 538.)

The requirements for alter ego are (1) a unity of interest and ownership and (2) if the acts are treated as the corporations alone, an inequitable result would follow. (Associated Vendors, Inc. v. Oakland Meat Co. (1962) 210 Cal.App.2d 825, 837.) Factors that are considered when determining if the doctrine of alter ego applies are commingling of funds, holding out by one entity that it is liable for the debts of another, identical equitable ownership, use of the same offices and employees, use of one as a mere shell for the other, inadequate capitalization, disregard of corporate formalities,

and identical directors and officers. (Sonora Diamond Corp., supra, 83 Cal.App.4th at 538-539.)

As the claim against Empire fails, this also fails.

Pivot Time

In contrast to Angel, Pivot Time is not sued under the 1st cause of action for breach of contract. Thus, it cannot be liable for breach of contract under an alter ego theory—the theory that is the basis in the application. Instead, Plaintiffs have sued Pivot Time for breach of implied contract under the 5th cause of action, which is based on principles of unjust enrichment (SAC ¶129), which the Trust did not argue. Accordingly, without alter ego as to the 1st cause of action, the application is denied.

3. CASE # CASE NAME HEARING NAME EVER PROSPEROUS MOTION TO QUASH SERVICE OF CVRI2506872 REALTY INC. vs SUMMONS ON COMPLAINT PROVIDENT BANK Tentative Ruling:

The Motion to Quash Service of Summons filed by Specially Appearing Defendants Isaac Louz and Rachman Louz (the “Louz Defendants”) is granted.

Based on the declaration of Isaac Louz, the Court finds that the Louz Defendants have not been personally served with the initiating paperwork in this action. Furthermore, Defendant Isaac Louz does not live in California and does not regularly conduct business within the state in his personal capacity. The Louz Defendants object to the Court’s jurisdiction on the grounds that they lack minimum contacts with the state and have not been properly served.

LEGAL STANDARD

Under Code of Civil Procedure section 418.10(a)(1), a defendant may move to quash service of summons on the ground of lack of jurisdiction of the court over them. Once a defendant files a motion to quash, the burden is on the plaintiff to establish by a preponderance of the evidence that the court has jurisdiction over the moving defendant, as held in Bolkiah v. Superior Court (1999) 74 Cal.App.4th 984, 991; ViaView, Inc. v. Retzlaff (2016) 1 Cal.App.5th 198, 209-210.

California’s long-arm statute, Code of Civil Procedure section 410.10, authorizes courts to exercise jurisdiction "on any basis not inconsistent with the Constitution of this state or of the United States". Due process requires that a nonresident defendant have "minimum contacts" with the forum state such that the exercise of jurisdiction does not