Mont Blanc Aviation, Ltd. v. Associated Entertainment Releasing d/b/a Associated Television International, et al.

RULING: Defendant Qatar Airways Group's Motion to Vacate Default is GRANTED. Defendant is ordered to file an answer to the Complaint within 10 days of this order. Plaintiff's Evidentiary Objections to the Declaration of Nicole Poltash: Nos. 1-3: OVERRULED

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Calendar: 5 Date: August 21, 2026 Case No: 26NNCV00280 Trial Date: Not yet set Case Name: Mont Blanc Aviation, Ltd. v. Associated Entertainment Releasing d/b/a Associated Television International, et al. DEMURRER WITH MOTION TO STRIKE [CCP Sec. 430.10] Moving Party: Defendants, David Leon Stanton and Associated Entertainment Releasing, dba Associated Television International Responding Party: Plaintiff, Mont Blanc Aviation, Ltd. RELIEF REQUESTED: Sustain demurrer to Complaint and grant motion to strike. CAUSES OF ACTION: from First Amended Complaint 1) Breach of Contract (Agreement) 2) Breach of Contract (Note) 3) Fraud in the Inducement 4) Promissory Estoppel

SUMMARY OF FACTS: This action arises from the alleged breach of an oral agreement and promissory note related to the sale of a certain Gulfstream Aerospace G200 aircraft owned by Mont Blanc Aviation, LTD ("Plaintiff"). Defendant David Leon Stanton ("Stanton") is an officer, employee, agent, representative, owner, director, and/or shareholder of defendant Associated Entertainment Releasing, dba Associated Television International ("ATI"). The Complaint alleges that Defendants convinced Plaintiff to enter into an oral agreement, in which ATI would acquire the aircraft from Plaintiff and then Defendants would sell the aircraft. Defendants were then to distribute the proceeds, less costs, evenly between Plaintiff and a charity donation to be made on Plaintiff's behalf.

The Complaint alleges that as part of that agreement, on May 22, 2022, the parties entered into a promissory note and security agreement (the "Note") in the amount of $1,950,000.00, which was to be secured against the aircraft. Plaintiff alleges that it never recorded the Note against the aircraft because Plaintiff fully trusted Stanton based on their longstanding personal and business relationship. In March 2023, rather than sell the aircraft, ATI allegedly entered into a management agreement with Luxwing, Ltd. ("Luxwing"). Plaintiff alleges that thereafter, ATI used the aircraft for its own benefit and incurred upkeep and maintenance expenses that had nothing to do with preparing the aircraft for sale.

The Complaint alleges that in January 2024, ATI took out a loan secured by the aircraft in the amount of approximately $4,000,000.00 and kept the proceeds from the loan for its own benefit. Ultimately, Plaintiff alleges that ATI sold the aircraft in May 2024 for $5,750,000.00. Plaintiff alleges that despite the aircraft's sale, Defendants have not honored the agreement, and to date, remain in possession of the proceeds from the sale and have failed to make any payment towards the Note.

MOTION TO STRIKE: A demurrer for sufficiency tests whether the complaint states a cause of action. (Hahn v. Mirda (2007) 147 Cal.App.4th 740, 747; CCP, Sec. 430.10, subd. (e).) To sufficiently allege a cause of action, a complaint must allege all the ultimate facts--that is, the facts needed to establish each element of the cause of action pleaded. (Committee on Children's Television, Inc. v. General Foods Corp. (1983) 35 Cal.3d 197, 212, superseded by statute as stated in Branick v. Downey Savings & Loan Assn. (2006) 39 Cal.4th 235, 242.) "[E]ach evidentiary fact that might eventually form part of the plaintiff's proof need not be alleged." (C.A. v. William S. Hart Union High School Dist. (2012) 53 Cal.4th 861, 872.)

In testing the sufficiency of the cause of action, the demurrer admits the truth of all material facts properly pleaded. (Aubry v. Tri-City Hospital Dist. (1992) 2 Cal.4th 962, 966-67.) Courts read the allegations liberally and in context. (Taylor v. City of Los Angeles Dept. of Water and Power (2006) 144 Cal.App.4th 1216, 1228, disapproved on other grounds, Jones v. Lodge at Torrey Pines Partnership (2008) 42 Cal.4th 1158, 1162.) A demurrer, however, "does not admit contentions, deductions or conclusions of fact or law." (Daar v. Yellow Cab Co. (1967) 67 Cal.2d 695, 713.)

A demurrer for uncertainty lies where the pleading is uncertain, ambiguous, or unintelligible. (CCP, Sec. 430.10, subd. (f).) "A demurrer for uncertainty is strictly construed, even where a complaint is in some respects uncertain, because ambiguities can be clarified under modern discovery procedures." (Khoury v. Maly's of California, Inc. (1993) 14 Cal.App.4th 612, 616 [disapproved on other grounds].) As a result, a special demurrer for uncertainty is not intended to reach failure to incorporate sufficient facts in the pleading, but it rather is directed only at uncertainty existing in the allegations already made. (People v. Taliaferro (1957) 149 Cal.App.2d 822, 825, disapproved on other grounds in Jefferson v. J.E. French Co. (1960) 54 Cal.2d 717, 719-720 [statute of limitations question].)

Where a complaint is sufficient to state a cause of action and to apprise a defendant of issues he is to meet, it is not properly subject to a special demurrer for uncertainty. (Gressley v. Williams (1961) 193 Cal.App.2d 636, 643 ["A special demurrer [for uncertainty] should be overruled where the allegations of the complaint are sufficiently clear to apprise the defendant of the issues which he is to meet"].)

The Issue of Standing "For a lawsuit properly to be allowed to continue, standing must exist at all times until judgment is entered and not just on the date the complaint is filed." (Connerly v. Schwarzenegger (2007) 146 Cal.App.4th 739, 74.) Defendants demur to the FAC in its entirety on the basis that Plaintiff, a Bermuda corporation, is not registered with the California Secretary of State to conduct business in California and thus lacks the capacity to maintain the instant action. (Demurrer, p. 25:1-14.)

"A foreign corporation shall not transact intrastate business without having first obtained from the Secretary of State a certificate of qualification." (Corp. Code, Sec. 2105, subd. (a).) "A foreign corporation [...] which transacts intrastate business without complying with Section 2105 shall not maintain any action or proceeding upon any intrastate business so transacted in any court of this state, commenced prior to compliance with Section 2105, until it has complied with the provisions thereof," among other requirements. Corp. Code, Sec. 2203 subd. (c).) "'Transact intrastate business'" means entering into repeated and successive transactions of its business in this state, other than interstate or foreign commerce." (Corp. Code, Sec. 191, subd. (a).)

The case that Defendants cite in the demurrer, United Medical Management Ltd. v. Gatto, read the above statute to mean that "[t]he failure of a foreign corporation to qualify to transact business prior to commencing an action is a matter of abatement of the action." (United Medical Management Ltd. v. Gatto (1996) 49 Cal.App.4th 1732, 1740.) "Once a nonqualified foreign corporation (or other business entity) commences an action regarding intrastate business, the defendant may assert by demurrer or as an affirmative defense in the answer the lack of capacity to maintain an action arising out of intrastate business." (Ibid.) "This abatement procedure enables the foreign corporation to obtain a judicial determination as to whether it is in fact transacting intrastate business." (Ibid.) "The defendant bears the burden of proving: (1) the action arises out of the transaction of intrastate business by a foreign corporation; and (2) the action was commenced by the foreign corporation prior to qualifying to transact intrastate business." (Ibid.) "If the defendant establishes the bar of the statute, then the foreign corporation plaintiff must comply with section 2203, subdivision (c)." (Ibid.) "Ordinarily, the matter should be stayed to permit the foreign corporation to comply." (Ibid.) "If the foreign corporation plaintiff complies with section 2203, subdivision (c), by qualifying and paying fees, penalties and taxes, it may maintain the action.

If the foreign corporation fails to comply, the matter should be dismissed without prejudice." (Ibid.)

In the opposition, Plaintiff argues that Defendants have not met their burden to show that Plaintiff was conducting intrastate business. (Opp., pp. 13:22-14:24.) Plaintiff argues that the Complaint alleges only a single transaction--the aircraft sale--which does not demonstrate the "repeated and successive transactions" necessary to constitute transacting intrastate business within the meaning of the Corporations Code. (Opp., p. 14:17-19; Corp. Code, Sec. 191, subd. (a).) The burden of establishing that a foreign corporation is transacting intrastate business rests on the party asserting the claim. (United Medical, supra, 49 Cal.App.4th at p. 1740.)

Here, Defendants assert that Plaintiff is a foreign corporation not registered in California, conducting business with Defendants, who are California residents. However, this alone does not establish that Plaintiff was transacting intrastate business within the meaning of the Corporations Code. The FAC alleges only a single transaction between the parties. One isolated transaction obviously does not constitute 'repeated and successive transactions' of intrastate business. Moreover, the Corporations Code expressly excludes "effecting sales through independent contractors" from the definition of transacting intrastate business. (Corp. Code, Sec. 191, subd. (c)(5).) Accordingly, the demurrer is not sustained on this ground.

First Cause of Action, Breach of Contract [Agreement] "To establish a cause of action for breach of contract, the plaintiff must plead and prove (1) the existence of the contract, (2) the plaintiff's performance or excuse for nonperformance, (3) the defendant's breach, and (4) resulting damages to the plaintiff." (Maxwell v. Dolezal (2014) 231 Cal.App.4th 93, 97-98 [internal citation omitted].) Defendants demur to the first cause of action for breach of contract on the grounds that the FAC fails to allege any consideration. Defendants argue that Plaintiff does not identify any consideration received by Defendants and that Plaintiff is the only party that benefitted from the transaction. (Demurrer, p. 18:6-21.)

The FAC alleges that "In or around 2022, Stanton and Plaintiff engaged in numerous communications [...] in which Stanton [...] made a series of specific representations concerning the proposed transaction. These representations included but were not limited to representing that: ATI would take possession and control of the Aircraft solely for the purpose of facilitating its sale to a third-party purchaser; ATI would promptly and diligently market the Aircraft for sale; ATI would act strictly as a neutral intermediary in the transaction; and upon sale of the Aircraft, the proceeds (less the costs necessary to return the Aircraft to airworthy condition) would be distributed equally between Plaintiff and a charitable donation to be made on Plaintiff's behalf to the Jewish Community Foundation of Monaco." (FAC, P. 15.)

Good consideration includes not only a benefit conferred upon the promisor, but also prejudice suffered by the promisee. "Any benefit conferred, or agreed to be conferred, upon the promisor, by any other person, to which the promisor is not lawfully entitled, or any prejudice suffered, or agreed to be suffered, by such person, other than such as he is at the time of consent lawfully bound to suffer, as an inducement to the promisor, is a good consideration for a promise." (Civil Code, Sec. 1605.) Here, transferring possession of the airplane to Defendants satisfies both elements. Defendants received the benefit of having the airplane, and Plaintiff suffered the detriment of relinquishing possession. Thus, the FAC adequately states a cause of action for breach of contract. The demurrer to the first cause of action is OVERRULED.

Second Cause of Action, Breach of Contract [Note] Defendants similarly demur to the second cause of action for breach of contract on the grounds that the note does not constitute a valid contract due to lack of consideration. The FAC alleges that "as part of the same overall transaction and at the direction of Defendants, Plaintiff executed a promissory note and security agreement in the amount of $1,950,000.00 (the "Note"). Defendants represented the Note was expressly tied to the sale of the Aircraft and would be repaid from the proceeds of the Aircraft's eventual sale." (FAC, P. 17.) Again, Plaintiff's allegation that he transferred possession of the airplane to Defendants constitutes sufficient consideration at the pleading stage. The demurrer to the second cause of action is OVERRULED.

Third Cause of Action, Fraud in the Inducement A claim for fraud must plead all of the following elements: (1) misrepresentation; (2) knowledge of falsity; (3) intent to induce reliance; (4) justifiable reliance; and (5) resulting damage. (Odorizzi v. Bloomfield School Dist. (1966) 246 Cal.App.2d 123, 128.) Fraud actions are subject to strict requirements of particularity in pleading. (Committee on Children's Television, Inc. v. General Foods Corp. (1983) 35 Cal.3d 197, 216.) Particularity requires facts that show how, when, where, to whom, and by what means the representations were tendered. (Lazar v. Superior Court (1996) 12 Cal.4th 631, 645.)

"The facts essential to the statement of a cause of action in fraud or deceit based on a promise made without any intention of performing it are: (1) a promise made regarding a material fact without any intention of performing it; (2) the existence of the intent at the time of making the promise; (3) the promise was made with intent to deceive or with intent to induce the party to whom it was made to enter into the transaction; (4) the promise was relied on by the party to whom it was made; (5) the party making the promise did not perform; (6) the party to whom the promise was made was injured." (Regus v. Schartkoff (1957) 156 Cal.App.2d 382, 389.) Defendants demur to the third cause of action on the grounds that claim is not plead with the requisite specificity for a fraud cause of action. (Demurrer, p. 21:3-28.)

The FAC alleges the specific representations Stanton allegedly made regarding the agreement to sell the airplane, namely that "ATI would take possession and control of the Aircraft solely for the purpose of facilitating its sale to a third-party purchaser; ATI would promptly and diligently market the Aircraft for sale; ATI would act strictly as a neutral intermediary in the transaction; and upon sale of the Aircraft, the proceeds (less the costs necessary to return the Aircraft to airworthy condition) would be distributed equally between Plaintiff and a charitable donation to be made on Plaintiff's behalf to the Jewish Community Foundation of Monaco." (FAC, P. 15.) The FAC alleges that "[b]ased on these representations, and in reliance on the relationship of trust between Plaintiff's owner and Stanton, Plaintiff orally agreed to the arrangement." (FAC, P. 16.)

The FAC alleges that "[a]t the time Defendants made the foregoing representations, Defendants did not intend to perform as promised. Instead, Defendants intended to obtain possession and control of the Aircraft so that they could use it for their own benefit, encumber it with a loan, and ultimately retain the proceeds from its sale without distributing them in accordance with the Agreement. However, such intention was hidden from Plaintiff in order to induce Plaintiff to enter into the aforementioned agreements." (FAC, P. 19.) The FAC further alleges that Defendants did not perform the agreements as promised and that Plaintiff was damaged as a result. (FAC, P.P. 27-30.) These allegations are sufficient at the pleading stage to state a cause of action for fraudulent inducement. The demurrer to the third cause of action is OVERRULED.

Fourth Cause of Action, Promissory Estoppel "The elements of a promissory estoppel claim are (1) a promise clear and unambiguous in its terms; (2) reliance by the party to whom the promise is made; (3) the reliance must be both reasonable and foreseeable; and (4) the party asserting the estoppel must be injured by his reliance." (Flintco Pacific, Inc. v. TEC Management Consultants, Inc. (2016) 1 Cal.App.5th 727, 734, quotation marks and brackets omitted.) Defendants argue that the FAC does not allege that a clear and unambiguous promise was made. The Court disagrees. The allegations quoted above are sufficiently clear and specific as to the purported terms of the agreement and note. (FAC, P.P. 15, 17.)

Defendants also attempt to argue that the FAC does not adequately allege reliance. Plaintiff alleges "a longstanding personal and business relationship with Stanton" and that Plaintiff relied on Defendants' specific representations in agreeing to transfer possession and control of the aircraft to Defendants and to execute the note. (FAC, P.P. 12, 16-17.) These statements are sufficient to allege reasonable and foreseeable reliance. The demurrer to the fourth cause of action is OVERRULED.

MOTION TO STRIKE The court may, upon a motion or at any time in its discretion and upon terms it deems proper: (a) strike out any irrelevant, false, or improper matter inserted in any pleading; or (b) strike out all or any part of any pleading not drawn or filed in conformity with the laws of California, a court rule, or an order of the court. (CCP Sec. 436, subds. (a), (b); Stafford v. Shultz (1954) 42 Cal.2d 767, 782 ["Matter in a pleading which is not essential to the claim is surplusage; probative facts are surplusage and may be stricken out or disregarded"].)

Punitive Damages Punitive damages may be recovered upon a proper showing of malice, fraud, or oppression. (Civ. Code, Sec. 3294, subd. (a).) "Malice" is defined as conduct intended to cause injury to a person or despicable conduct carried on with a willful and conscious disregard for the rights or safety of others. (Turman v. Turning Point of Cent. Cal., Inc. (2010) 191 Cal.App.4th 53, 63.) "Oppression" means despicable conduct subjecting a person to cruel and unjust hardship, in conscious disregard of the person's rights. (Ibid.) "Fraud" is an intentional misrepresentation, deceit, or concealment of a material fact known by defendant, with intent to deprive a person of property, rights or otherwise cause injury. (Ibid.)

Conclusory allegations, devoid of any factual assertions, are insufficient to support a conclusion that parties acted with oppression, fraud or malice. (Smith v. Superior Court (1992) 10 Cal.App.4th 1033, 1042.)

Defendants move to strike the requests for, and references to, punitive and exemplary damages on grounds that Plaintiff fails to allege any malicious, oppressive, or fraudulent conduct on the part of Defendants. (Mot., p. 8:9-17.) The FAC alleges that Defendants made false representations to Plaintiff in order to induce Plaintiff to transfer ownership of the airplane to Defendants and execute a promissory note and security agreement in the amount of $1,950,000.00. (FAC, P.P. 15-18.) The FAC alleges that instead of selling the airplane as promised, Defendants used the airplane for their own benefit, incurred and charged expenses related to the aircraft, obtained a loan secured by the aircraft, and used the loan proceeds for their own benefit. (FAC, P.P. 20-23.)

The FAC further alleges that Defendants ultimately sold the airplane but have failed and refused to distribute any portion of the proceeds to Plaintiff, refused to make any payment toward the note, and have failed to make the agreed upon charitable contribution. (FAC, P.P. 25-28.) These allegations, if proven true, would constitute sufficiently malicious and fraudulent conduct to support the imposition of punitive damages. Thus, the motion to strike is DENIED.

RULING: Defendants David Leon Stanton and Associated Entertainment Releasing, dba Associated Television International's Demurrer is OVERRULED. The Motion to Strike is DENIED. Defendants are to file an Answer within 10 days of this order.

DEPARTMENT D IS CONTINUING TO CONDUCT AND ENCOURAGE VIDEO APPEARANCES If you wish to appear remotely on LACourtConnect, you may register by visiting www.lacourt.ca.gov to schedule a remote appearance. Please note that LACourtConnect offers free audio and video appearances. Department D is now requiring either live or VIDEO appearances, not audio appearances.

Case Number: 26NNCV03074 Hearing Date: August 21, 2026 Dept: D TENTATIVE RULING Calendar: 6 Date: August 21, 2026 Case No: 26NNCV03074 Trial Date: Not yet set Case Name: Khoury v. Pasaca Capital, Inc., et al. APPLICATION TO BE ADMITTED PRO HAC VICE [CRC rule 9.40] Moving Party: Plaintiff, Najib Khoury Responding Party: Defendants, Pasaca Capital, Inc. et al [Unopposed] RELIEF REQUESTED: Order permitting Vincenza Castiglione to appear in this action and be admitted to the bar of this Court pro hac