TRANVU, LLC vs MACHADO

22CV005738: TRANVU, LLC vs MACHADO 08/31/2026 Hearing on Motion for Summary Judgment filed by Wilmington Trust, National Association, not in its Individual Capacity, but Solely as Trustee of Bravo Residential Funding Trust 2019-NQM2 (Plaintiff) CRS# 627885947957 in Department 19

Tentative Ruling - 08/24/2026 Joscelyn Jones

The Motion for Summary Judgment filed by Wilmington Trust, National Association, not in its Individual Capacity, but Solely as Trustee of Bravo Residential Funding Trust 2019-NQM2 on 03/12/2026 is Denied.

The Court rules as follows on the Motion for Summary Adjudication by Wilmington Trust National Association and Nationstar Mortgage LLC dba Rushmore Servicing (collectively, “Wilmington”):

Preliminarily, Wilmington is instructed to use the correct consolidated case caption on all future papers filed in this case. The lead case is Tranvu LLC v. Machado, et al.; it is not Wilmington Trust National Association v. Gowerks Inc., et al.

The hearing on this motion was continued from its prior hearing date of August 12, 2026 for the parties to file supplemental briefing on whether Wilmington could be considered an “entitled person” under Civil Code § 2943(a)(4). Having considered the supplemental briefing, the Court issues the following order.

Factual Background

In 2019, Alexandre Machado was the owner of real property located at 1369 102nd Avenue in Oakland. On or about February 14, 2019, Machado obtained a $395,000 loan from Gowerks Inc. (“Gowerks”), secured by a deed of trust encumbering the subject property. (See Defendant David Newton’s Request for Judicial Notice, Exhibit 16.)

Later that year, in May 2019, Machado obtained a $641,250 loan from Calculated Risk Analytics LLC (“CRA”), secured by deed of trust encumbering subject property. (See Newton’s Request for Judicial Notice, Exhibit 2.) The deed of trust was dated May 24, 2019 and executed on May 28, 2019, and it secured a promissory dated May 24, 2019. (Id.; see also Wilmington’s Separate Statement of Facts, Fact No. 1.) The May 2019 deed of trust was later assigned to Wilmington in September 2020. (See Newton’s Request for Judicial Notice, Exhibit 3.)

Wilmington contends that proceeds from the May 2019 loan were used to pay off Plaintiff’s February 2019 loan from Gowerks. In his application for the May 2019 loan, Machado had indicated that he owed $182,268.49 on the Gowerks loan. (See the Declaration of Matthew Learned, Exhibit 3, page 3.) Gowerks sent Machado a payoff demand, in the amount of $183,300, on May 17, 2019. (Learned Declaration, Exhibit 3, page 12.) The records of the title insurance company for the May 2019 loan reflect that a wire transfer in that amount was made to Gowerks on May 31, 2019. (Learned Declaration, Exhibit 3, page 13.) 22CV005738: TRANVU, LLC vs MACHADO 08/31/2026 Hearing on Motion for Summary Judgment filed by Wilmington Trust, National Association, not in its Individual Capacity, but Solely as Trustee of Bravo Residential Funding Trust 2019-NQM2 (Plaintiff) CRS# 627885947957 in Department 19

On September 30, 2023, Gowerks’ principal Maryline Pavlic signed a declaration stating that Machado’s $183,00 [sic] payment to Gowerks was only a “partial payment” that did not pay the recorded $395,000 lien. (See Newton’s Appendix of Evidence, Exhibit 20, page 3, paragraph 9.) Pavlic’s declaration did not explain the discrepancy between her contention that the $183,00 [sic] payment was only a “partial payment”, and Gowerks’ May 17, 2019 payoff demand (signed by Pavlic) indicating that the amount to pay the loan in full was $183,300.

It is apparently undisputed that Gowerks did not record a reconveyance of its February 2019 deed of trust in 2019, or thereafter.

Wilmington contends that Machado defaulted on the loan secured by the May 2019 deed of trust. The trustee of the May 2019 deed of trust recorded a Notice of Default on April 28, 2022 and a Notice of Trustee’s Sale on August 12, 2022. (See Newton’s Request for Judicial Notice, Exhibits 5-6.) A trustee’s sale was then conducted on September 6, 2022, and Wilmington obtained title to the subject property through a credit bid. (See Newton’s Request for Judicial Notice, Exhibit 7, Trustee’s Deed Upon Sale recorded September 23, 2022.)

Gowerks also asserted that Machado defaulted on the loan secured by the February 2019 deed of trust. Gowerks recorded a Notice of Default on May 6, 2022 (see Wilmington’s Request for Judicial Notice, Exhibit G) and a Notice of Trustee’s Sale on August 10, 2022. (Newton’s Request for Judicial Notice, Exhibit 17.) The trustee’s sale was conducted on September 7, 2022, and Gowerks’ (purportedly) obtained title to the subject property through a credit bid. (Newton’s Request for Judicial Notice Exhibit 9, Trustee’s Deed Upon Sale recorded October 27, 2022.)

Gowerks executed a grant deed purporting to convey the subject property to Rana and Family LLC on December 12, 2022. (See Wilmington’s Request for Judicial Notice, Exhibit I.) Rana and Family LLC then executed a grant deed conveying the subject property to Worthy Ventures Inc. on September 15, 2023. (See Wilmington’s Request for Judicial Notice, Exhibit J.) Worthy Ventures Inc. then executed grant deeds conveying the subject property to David Newton on December 1 and 29, 2023. (See Wilmington’s Request for Judicial Notice, Exhibits L and M.)

Analysis of Issues

As to Issue No. 1 – concerning Wilmington’s First Cause of Action for Declaratory Relief in Wilmington’s First Amended Complaint – the motion is DENIED. Wilmington seeks a declaration that its deed of trust recorded May 31, 2019 was the first position encumbrance of the subject property because Gowerks’ February 2019 deed of trust was extinguished by the May 2019 payoff, and therefore that Gowerks’ nonjudicial foreclosure sale based on the February 2019 deed of trust was void. The evidence cited by Newton, if credited, creates a triable issue of material fact as to whether Gowerks’ secured February loan was satisfied and extinguished by the May 2019 payoff. (See the declaration of Maryline Pavlic dated September 30, 2023,

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

22CV005738: TRANVU, LLC vs MACHADO 08/31/2026 Hearing on Motion for Summary Judgment filed by Wilmington Trust, National Association, not in its Individual Capacity, but Solely as Trustee of Bravo Residential Funding Trust 2019-NQM2 (Plaintiff) CRS# 627885947957 in Department 19 paragraphs 8-10.) Pavlic’s credibility in making those statements is an issue for the trier of fact. If Gowerks’ secured February loan was not satisfied by the May 2019 payoff, then Gowerks’ February 2019 deed of trust was not extinguished by the May 2019 payoff and remained the first position encumbrance on the subject property.

In its reply brief, and in its supplemental briefing, Wilmington cites Civil Code § 2943(d)(1) for the principle that a payoff demand “may be relied upon by the entitled person or his or her authorized agent” for the purpose of establishing the amount necessary to repay the loan in full. However, Wilmington is not an “entitled person” or its agent, as defined in Civil Code § 2943(a)(4). “Entitled person” would include “the trustor or mortgagor of, or his or her successor in interest in, the mortgaged or trust property or any part thereof, any beneficiary under a deed of trust, any person having a subordinate lien or encumbrance of record thereon, the escrowholder licensed as an agent . . or the party . . . who is acting as the escrowholder.”

As of the date of Gowerks’ May 17, 2019 payoff demand, neither Wilmington nor its predecessor in interest (CRA) had any interest in the subject property that would cause them to fall within the definition of “entitled person” under § 2943(a)(4). At most, CRA was a prospective lender that did not execute the promissory note evidencing the secured loan until at least May 24, 2019, and the subject deed of trust encumbering the subject property until May 28, 2019; Wilmington had no recorded interest in the subject property until more than a year later, in September 2020. (Wilmington’s Request for Judicial Notice, Exhibit B.) Moreover, Wilmington has not presented any evidence that it relied on the payoff demand when it obtained its interest in the subject property in 2020.

No language in § 2943(a)(4) reflects an intent that prospective, future interest holders in real property are entitled to rely on a payoff statement delivered prior to that person or entity acquiring any interest in the real property. Furthermore, Wilmington has not cited any statutory or case authority that a person or entity that is not an “entitled person” as defined in § 2943(a)(4) can rely on the amount stated in a payoff demand to contend that the secured lender no longer has any interest in the property.

The cases cited by Wilmington (Freedom Financial Thrift & Loan v. Golden Pacific Bank (1993) 20 Cal.App.4th 1305 and Cathay Bank v. Fidelity National Title Insurance Company (1996) 46 Cal.App.4th 266) are not analogous to the present case and do not support Wilmington’s motion. In Freedom Financial, the court determined that a creditor could not pursue the balance of a loan from a nonparty to the loan (a refinancing lender) that had requested, and received, a payoff demand from the creditor. (Id., 20 Cal.App.4th 1305.)

No language in that case suggests that a party who obtains a secured interest in real property more than a year after a payoff demand is made to the borrower is entitled to rely on that payoff demand to argue that the secured lender’s interest in the real property has been eliminated. Moreover, in Freedom Financial, unlike here, the payoff demand was delivered to the refinance lender, and the refinance lender relied on the payoff demand in paying off the loan. Here, Wilmington has offered no evidence that it relied on

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

22CV005738: TRANVU, LLC vs MACHADO 08/31/2026 Hearing on Motion for Summary Judgment filed by Wilmington Trust, National Association, not in its Individual Capacity, but Solely as Trustee of Bravo Residential Funding Trust 2019-NQM2 (Plaintiff) CRS# 627885947957 in Department 19 Gowerks’ payoff demand to Machado in any way when it obtained its interest in the secured property in 2020.

Cathay Bank involved the release of a deed of trust following payoff of the secured loan pursuant to a payoff demand. (Id., 46 Cal.App.4th 266.) The plaintiff held the deed of trust at the time of the payoff demand and therefore was an “entitled person” as defined in § 2943(a)(4). Here, neither Wilmington nor its predecessor in interest CRA had any interest in the subject property when the payoff demand was made. And Wilmington has offered no evidence that relied on Gowerks’ payoff demand to Machado in any way when it decided to obtain an interest in the subject property more than one year later.

As to Issue No. 2 – concerning Wilmington’s Second Cause of Action for Cancellation of Instrument – the motion is DENIED. Wilmington seeks to cancel Gowerks’ February 2019 deed of trust and each title instrument recorded by Defendants after February 15, 2019. As indicated above, there is a triable issue of material fact whether Gowerks’ February 2019 deed of trust was satisfied and extinguished by the May 2019 payoff. As a result, there is a triable issue of material fact as to the validity of the title instruments recorded by Defendants after February 15, 2019, including the title instruments following Gowerks’ September 2022 nonjudicial foreclosure on the subject property.

As to Issue No. 3 – concerning Wilmington’s Third Cause of Action for Slander of Title in Wilmington’s First Amended Complaint – the motion is DENIED. The Third Cause of Action is alleged against Gowerks only. This motion was not directed against Gowerks. The Notice of Motion does not provide adequate notice that Wilmington seeks summary judgment or summary adjudication of any claims asserted by Wilmington against Gowerks. (See Notice of Motion, page 2 lines 9-16, stating that Wilmington seeks summary judgment against David Newton and Tranvu LLC, not Gowerks, and page 2 lines 17-18, stating that Wilmington seeks summary adjudication against Newton and Tranvu, not Gowerks.)

In any event, Wilmington requested entry of the Gowerks’ default on Wilmington’s claims against Gowerks on October 9, 2025. Therefore, whether Gowerks is liable for the claims alleged by Wilmington, and if so in what amount, will be determined at trial in this case, or at a prove-up hearing if no trial is held, not in a motion for summary judgment.

As to Issue No. 4 – concerning Wilmington’s Fourth Cause of Action for Quiet Title in Wilmington’s First Amended Complaint – the motion is DENIED. For the reasons stated above, there is a triable issue of material fact as to whether Gowerks’ deed of trust encumbering the subject property was extinguished in 2019, and consequently whether any party that claims title to the subject property as a consequence of Gowerks’ September 2022 nonjudicial foreclosure sale of the subject property has a valid claim to title of the subject property.

As to Issues Nos. 5 and 7 - concerning Tranvu’s Fourth Cause of Action for Declaratory Relief and Seventh Cause of Action for Specific Performance in Tranvu’s Third Amended Complaint –

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

22CV005738: TRANVU, LLC vs MACHADO 08/31/2026 Hearing on Motion for Summary Judgment filed by Wilmington Trust, National Association, not in its Individual Capacity, but Solely as Trustee of Bravo Residential Funding Trust 2019-NQM2 (Plaintiff) CRS# 627885947957 in Department 19 the motion is MOOT. Tranvu dismissed those causes of action on April 27, 2026.

As to Issue No. 6 – concerning Tranvu’s Fifth Cause of Action for Good Faith Improver pursuant to Code of Civil Procedure § 871.1 et seq. – the motion is DENIED. Tranvu alleges it was a good faith improver of the subject property and at all applicable times it believed it was the owner of the subject property. Tranvu’s evidence, if credited, creates a triable issue of material fact as to whether it believed it was the owner of the subject property, at least as of May 11, 2021 when Machado executed a grant deed conveying the subject property to Tranvu. (See the Declaration of Tuoung Tran, paragraph 13 and Exhibit I thereto.)

Tranvu submits evidence that, if credited, indicates that Tranvu thereafter incurred expenses in improvements to the subject property. (See Tranvu’s Additional Facts Nos. 21-27 and the evidence cited in support.) The Court observes, however, that the vast majority of contracts and invoices attached as Exhibit J to Tran’s declaration involve properties other than the subject property. The only contract attached within Exhibit J that pertains to the subject property is the three page contract beginning at batestamp TRANVU PROD 006838, dated May 3, 2021.

Tranvu is admonished for mischaracterizing the majority of documents attached in Exhibit J to Tran’s declaration.

Whether Tranvu was acting in good faith in concluding that it owned the subject property following Machado’s execution of the grant deed, and/or whether it was negligent in doing so (see Code of Civil Procedure § 871.3(b)) is an issue for the trier of fact.

In its reply brief, Wilmington argues that the “premature” delivery of the grant deed to the subject property to Tranvu by Machado is void because title would only pass when the conditions of escrow were satisfied, citing Summit Financial Holdings Ltd. v. Continental Lawyers Title Co. (2002) 27 Cal.4th 705, 711. The Court was unable to locate any language in the Summit case supporting that proposition. More specifically, neither Summit nor any other case cited by Wilmington appears to stand for the proposition that the owner of real property cannot transfer ownership to another person or entity by executing a grant deed, regardless whether escrow on the property has closed.

Finally, Wilmington argues that Tranvu had at least constructive notice of Wilmington’s secured interest in the property, based on the recorded documents pertaining to the May 2019 deed of trust and its assignment to Wilmington; therefore, Tranvu could not take title to the subject property free and clear of Wilmington’s interest. Although that appears to be true, it is not clear what impact that has on Tranvu’s Fifth Cause of Action. The Fifth Cause of Action does not seek a judgment that Wilmington’s secured interest in the subject property is void; instead, it seeks to impose an equitable lien on the subject property based on alleged improvements Tranvu made.

Wilmington’s Motion for Summary Judgment is DENIED for the reasons set forth above.

Tranvu’s Objections to Evidence – as set forth on pages 3-6 of their opposition brief – are OVERRULED in their entirety on the grounds asserted.

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

22CV005738: TRANVU, LLC vs MACHADO 08/31/2026 Hearing on Motion for Summary Judgment filed by Wilmington Trust, National Association, not in its Individual Capacity, but Solely as Trustee of Bravo Residential Funding Trust 2019-NQM2 (Plaintiff) CRS# 627885947957 in Department 19

Newton’s Objections to Evidence Nos. 1-4 are OVERRULED on the grounds asserted.

The Court rules as follows on Wilmington’s Objections to Evidence:

As to the Declaration of Aria Guilani, Objections Nos. 1 and 5-7 are OVERRULED on the grounds asserted. Guilani can competently testify that the referenced documents are what they purport to be, and that Tran made certain statements in his deposition. The Court does not consider Guilani’s testimony for the truth of any statements contained in Maryline Pavlic’s declaration or in Tran’s deposition transcript.

Objections Nos. 2-4 (addressing statements made in the Declaration of Maryline Pavlic dated September 30, 2023) are OVERRULED on the grounds asserted. The Court observes that in Gowerks’ responses to form and special interrogatories verified by Pavlic on September 26, 2025, Pavlic stated that she had not located Gowerks’ business records. It is not clear whether Pavlic had access to Gowerks’ business records when she signed her declaration dated September 30, 2023; the parties have not submitted any evidence addressing that issue. The factual basis for, and credibility of, Pavlic’s statements in paragraphs 8-10 of her declaration dated September 30, 2023 would therefore appear to be an issue for the trier of fact.

As to the Declaration of David Newton, Objection No. 1 is SUSTAINED as lacking personal knowledge as to whether Worthy Ventures Inc. was the owner of the subject property. Objection No. 4 is SUSTAINED as an inadmissible legal conclusion, as to whether executing a grant deed can constitute consideration for a prior loan. (See Civil Code § 1605.)

Objections Nos. 2-3 and 5-9 are OVERRULED on the grounds asserted.

As to the Declaration of Tuong Tran, Objections Nos. 1-7 and 10-25 are OVERRULED on the grounds asserted. Objections Nos. 8-9 are SUSTAINED as inadmissible legal conclusions.

The Court did not review or consider Wilmington’s response to the opposition separate statements of Tranvu and Newton. (See Code of Civil Procedure § 437c(b)(4).) Nor did the Court review or consider Wilmington’s response to the evidentiary objections of Tranvu and Newton. No provision in the Code of Civil Procedure or the California Rules of Court authorizes the filing of any of these documents with the reply papers on a motion for summary judgment.