Kent Tran v. Utomo Tani, et al.

Dated this 3rd day of September 2026 | | | Hon. Gary D. Roberts Judge of the Superior Court |

STATE OF CALIFORNIA FOR THE COUNTY OF LOS ANGELES KENT TRAN, an individual, Plaintiff, vs. UTOMO TANI aka JIMMY TANI, an individual; YONG SOOK KIM, an individual; JIMMY TANI, JR., an individual; LAN SAM, an individual; GOODLAND GLOBAL FARM INC., a California corporation; JT AND KT) DEVELOPMENT LLC, a California limited) liability company; MAIE JT & KT DEVELOPMENT LLC, a California limited) liability company; TRUE GARLIC, INC.; GOODLAND GLOBAL MINING, INC., a California corporation; and DOES 1 through 50, inclusive, Defendants and GOLDEN PARTNER GLOBAL INVESTMENT, INC. dba NBC SEAFOOD RESTAURANT, a California corporation.

Nominal Defendant. UTOMO TANI aka JIMMY TANI, an individual;) YONG SOOK KIM, an individual; JIMMY) TANI, JR., an individual; LAN SAM, an) individual; GOODLAND GLOBAL FARM INC.,) a California corporation; JT AND KT) DEVELOPMENT LLC, a California limited) liability company; MAIE JT & KT) DEVELOPMENT LLC, a California limited) liability company; TRUE GARLIC, INC.;) GOODLAND GLOBAL MINING, INC., a) California corporation, Cross-Complainants, vs. KAM CHOI LIN, an individual; CHANG HO CHEN, an individual; WEI LIN ZHENG, an individual; WAI HUNG SZETO, an individual; and DOES 1 through 10, inclusive, Cross-Defendants. |))

))))))))) | CASE NO.: 23STCV08305 [TENTATIVE] ORDER RE: PLAINTIFF KENT TRAN'S MOTION TO REMOVE UTOMO TANI AS A DIRECTOR (CORP. CODE Sec. 304) AND TO EXPEL HIM AS A MEMBER (CORP. CODE Sec. 17706.02) AND TO REMOVE HIM AS MANAGER; AND TO CONFIRM OR GRANT THE RECEIVER'S EXCLUSIVE AUTHORITY TO ACT FOR THE ENTITIES PLAINTIFF KENT TRAN'S MOTION FOR CHARGING ORDER; FOR ORDER FORECLOSING CHARGING-ORDER LIEN AND DIRECTING SALE OF JUDGMENT DEBTOR'S TRANSFERABLE INTERESTS; AND FOR APPOINTMENT OF RECEIVER TO COLLECT CHARGED DISTRIBUTIONS Dept. 733 8:30 a.m. September 3, 2026 |

I. INTRODUCTION

On April 13, 2023, Plaintiff Kent Tran ("Plaintiff" or "Tran") filed his Complaint against Defendants Utomi Tani aka Jimmy Tani ("Jimmy"); Yong Sook Kim ("Kim"); Jimmy Tani, Jr. ("Junior"); Lan Sam ("Sam"); Goodland Global Farm Inc. ("Goodland Farm"); JT and KT Development LLC ("JT and KT"); Maie JT & KT Development LLC ("Maie"); True Garlic, Inc. ("True Garlic"); Goodland Global Mining, Inc. ("Goodland Mining"); and nominal Defendant Golden Partner Global Investment, Inc. dba NBC Seafood Restaurant ("Golden Partner" or "NBC") ("collectively Defendants").

On January 19, 2024, Plaintiff filed a Second Amended Complaint ("SAC") alleging the following causes of action: 1) Intentional misrepresentation/fraud 2) Conversion/embezzlement 3) Declaratory relief 4) Partition by sale 5) Violation of Welfare and Institutions Code Sec. 15600 et seq - Financial Elder Abuse 6) Intentional infliction of emotional distress 7) Breach of fiduciary duty 8) Conspiracy 9) Fraudulent transfer/constructive fraud 10) Negligent misrepresentation/fraud 11) Fraud by concealment 12) Breach of written contract 13) Breach of oral contract 14) Inspection of records 15) Accounting 16) Unjust enrichment 17) Involuntary dissolution of corporations 18) Fraudulent transfer

19) CA Penal Code Section Sec. 496(A) 20) Cancellation of instrument pursuant to Civ. Code Sec. 3412.

The SAC alleges the following. In or about 2008, Plaintiff and Jimmy formed several companies, including Goodland Global Farm Inc., ("Goodland"), JT and KT Development LLC, and Maie JT and KT Development LLC. Plaintiff and Jimmy had agreed to own the companies equally as partners. Plaintiff and Jimmy also decided to jointly invest in another company, NBC Seafood Restaurant ("NBC") with Kam Choi Lin, Chang Ho Chen, Wei Lin Zheng and Wai Hung Szeto. Plaintiff alleges that Jimmy engaged in fraud and falsely misrepresented to Plaintiff, among other things, that Plaintiff owned 50% of the Companies when he actually did not, that the Companies were in need of loans and not profitable in order to induce Plaintiff to obtain personal loans, for Plaintiff to sign documents that were related to taking out loans in 2021, and that Plaintiff needed to vacate and sell his home to save the Companies.

On February 15, 2024, Defendants ("Cross-Complainants") filed a Cross-Complaint against Kam Choi Lin, Chang Ho Chen, Wei Lin Zheng and Wai Hung Szeto (collectively "Cross-Defendants"). On September 19, 2024, Cross-Complainants filed a Second Amended Cross-Complaint ("SAXC") alleging the following causes of action: 1) Equitable Indemnity and Contribution 2) Indemnity 3) Declaratory relief. Cross-Complainants, Cross-Defendants and Plaintiff are shareholders of NBC Seafood Restaurant. The SAXC alleges that that any liability held against them pertaining to Plaintiff's allegations, is due to the negligence, carelessness, acts, or omissions of Cross-Defendants.

Cross-Complainants are seeking indemnification and contribution for any loss suffered and damages awarded to Plaintiff. Cross-Complainants also seek a declaration that Jimmy has not violated the Bylaws of Golden Partner Global Investment, Inc., and that his actions or omissions were ratified and consented to by Cross-Defendants.

On December 23, 2024, this Court granted Tran's motion for summary adjudication as to First, Second, Third, Fifth, Seventh, Ninth, Tenth, Eleventh, Eighteenth and Twentieth Causes of Action in the SAC, and denied Tran's motion for summary adjudication as to the Eighth, Sixteenth and Nineteenth Causes of Action in the SAC ("the SJ Ruling").

On September 11, 2025, the Court granted Cross-Defendant's motion for summary judgment on the Second Amended Cross-Complaint in its entirety.

On September 23, 2025, the Court fully granted Tran's motion for a preliminary injunction and appointment of receiver ("Injunction Order") .

On October 22, 2025, the Court struck Defendants' Answer for failure to appear at trial and set this matter for a Default Prove-Up or Uncontested Trial Hearing on December 8, 2025.

On November 5, 2025, the Court then granted the Receiver's ex parte application to modify the Court's Injunction Order and appointed as Receiver Stephen J. Donell of FedReceiver, Inc.

On December 9, 2025, following default, the Court entered judgment in favor of Plaintiff and against all Defendants except NBC for $60,000,000.00. NBC was subsequently dismissed.

On January 6, 2026, the Court granted in part Plaintiff's ex parte application To Enforce The Court's Injunction and Receivership Orders, which the Court treated as request for a TRO. The Court held that Specially Appearing Parties, Mei-Ling Tang, Emily Kit-Ling Wu, Jeff Sung, Stephanie Taing, and Roy Lin, who possess a lien in the Property were temporarily restrained and enjoined from proceeding with any efforts whatsoever to foreclose on the Property in question through the end of the hearing on this matter on January 27, 2026.

At the January 27, 2026 hearing, Plaintiff and the Specially Appearing Parties reached a settlement in open court. The Court ordered them to file a joint status report no later than one week prior to the hearing date. The TRO was to remain in effect pending the submission of the stipulation and order.

At the January 27, 2026 hearing, Plaintiff and the Specially Appearing Parties reached a settlement in open court. The Court ordered them to file a joint status report no later than one week prior to the hearing date. The TRO was to remain in effect pending the submission of the stipulation and order.

On March 6, 2026, based on the agreement made on January 27, 2026, the Court ordered that the Referee may have until through September 14, 2026 to sell the property, after which time the Specially Appearing Parties' agreement to forebear on foreclosure would terminate.

On May 5, 2026, the Court denied Plaintiff's motion for receiver instructions regarding distribution of sale proceeds. The Court ordered the Receiver to place any and all sale proceeds into a blocked account, with absolutely no disbursements permitted absent written court authorization.

On July 15, 2026, the Court approved the sale of the Property for the purchase price of $19,550,000. The Court also removed, expunge, and declared void the two deeds of trust recorded against the Property on January 12, 2026 as Instrument Nos. 20260025570 and 20260025571, which were recorded in violation of this Court's injunction and receivership orders.

On July 8, 2026, Plaintiff filed the instant motion for a charging order, foreclosing charging-order lien and directing sale of judgment debtor's transferable interests; and appointment of receiver to collect charged distributions. No opposition was filed.

On July 14, 2026, Plaintiff filed the instant motion to remove Tani as Director, expel him as a Member, and to remove him as Manager.

On July 22, 2026, the Receiver filed a supporting declaration. No opposition was filed.

II. JUDICIAL NOTICE

In support of both motions, Plaintiff requests for the Court to take judicial notice of the following pursuant to Evidence Code sections 452 and 453:

- Judgment After Default Prove-Up, filed and entered in this action on December 9, 2025, and signed by the Hon. Gary D. Roberts (Kent Tran v. Utomo Tani, et al., Los Angeles Superior Court Case No. 23STCV08305)

- Order Granting Plaintiff Kent Tran's Motion for Summary Judgment [Summary Adjudication], filed January 2, 2025, following a December 23, 2024 hearing before the Hon. Rolf M. Treu in Department 73

- Abstract of Judgment -- Civil and Small Claims (Judicial Council form EJ-001), reflecting the $60,000,000 judgment entered December 9, 2025, issued by the Clerk of this Court on January 20, 2026, and recorded in the Official Records of Los Angeles County on January 23, 2026, as Instrument No. 20260056318

- Exhibit 4 -- Abstract of Judgment -- Civil and Small Claims (Judicial Council form EJ-001), reflecting the same $60,000,000 judgment, issued by the Clerk of this Court on January 20, 2026, and recorded in the Official Records of San Bernardino County on January 23, 2026, as Document No. 2026-0017558

- Voluntary Petition for Non-Individuals Filing for Bankruptcy (Official Form 201), commencing In re Maie JT and KT Development LLC, United States Bankruptcy Court, Central District of California, Case No. 2:26-bk-11730-BR (Docket No. 1, filed February 25, 2026)

- Order and Notice of Dismissal for Failure to File Initial Petition Documents, entered March 3, 2026 in In re Maie JT and KT Development LLC, United States Bankruptcy Court, Central District of California, Case No. 2:26-bk-11730-BR (Docket No. 15), signed by the Hon. Barry Russell

- Voluntary Petition for Non-Individuals Filing for Bankruptcy (Chapter 11, Subchapter V) filed February 25, 2026, in the name of Maie JT and KT Development LLC in the United States Bankruptcy Court for the Central District of California, Case No. 2:26-bk-11730-BR

The Court grants Plaintiff's request.

III. DISCUSSION

a. Removal and Expulsion

On January 2, 2025, this Court granted summary adjudication for Kent on his claims for fraud, conversion/embezzlement, and declaratory relief. After the answer was stricken and a default prove-up held, the Court on December 9, 2025 entered judgment against Tani and the remaining defendants, jointly and severally, for $60,000,000, on findings of fraud, malice, and oppression (Civ. Code, Sec. 3294) and financial elder abuse (Welf. & Inst. Code, Sec. 15600 et seq.; see Sec.Sec. 15610.30, 15657.5). The judgment confirmed Kent as the owner of 50% of JT & KT Development LLC, 50% of Maie JT & KT Development LLC, 50% of Goodland Global Farm, Inc., and 19.4% of Golden Partner Global Investment, Inc. dba NBC Seafood Restaurant, and voided Tani's forged transfer instruments.

As stated above, the Court appointed Stephen J. Donell (FedReceiver, Inc.) as receiver over the two limited liability companies' commercial properties, and he is managing and marketing them. Plaintiff argues that Tani should be expelled as a member of JT & KT Development LLC and Maie JT & KT Development LLC (together, "the LLCs") under Corporations Code section 17706.02 and remove him from any manager position; removed as director of Goodland Global Farm, Inc. and Golden Partner Global Investment, Inc. (together, "the Corporations") under Corporations Code section 304; and enjoining Tani from holding himself out as a director, officer, member, or manager of, or as authorized to act for, any entity, and from interfering with the receiver.

Under the Corporations Code, a "person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will...." (Corp. Code Sec. 17706.01(a).) A person can be dissociated as a member of a limited liability company under several circumstances enumerated in subdivisions of section 17706.02, which includes: "[o]n application by the limited liability company, the person is expelled as a member by judicial order because the person has done any of the following: (1) Engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the limited liability company's activities. (2) Willfully or persistently committed, or is willfully and persistently committing, a material breach of the operating agreement or the person's duties or obligations under Section 17704.09. (3) Engaged, or is engaging, in conduct relating to the limited liability company's activities that makes it not reasonably practicable to carry on the activities with the person as a member." (Id.

Sec. 17706.02(e)(1)-(3).)

Also, "[t]he superior court of the proper county may, at the suit of shareholders holding at least 10 percent of the number of outstanding shares of any class, remove from office any director in case of fraudulent or dishonest acts or gross abuse of authority or discretion with reference to the corporation and may bar from reelection any director so removed for a period prescribed by the court. The corporation shall be made a party to such action." (Corp. Code Sec. 304.)

Each of these Code sections provide for equitable relief. (See ESYM, LLC v. Lundahl (S.D. Cal. Apr. 24, 2026), 2026 WL 1113723, at *2 [stating that involuntary dissolution pursuant to Corp. Code Sec. 17706.02(e) is "equitable in nature"]; Roberts v. Gainsforth (C.D. Cal. Nov. 24, 2014) 2014 WL 12596584, at *8 [classifying Sec. 304 as calling for "injunctive relief"].)

From the Court's research, obtaining relief from either Code section seems to require asserting such violations in a complaint. (See Hullinger v. Anand (C.D. Cal. Dec. 22, 2015), 2015 WL 11072169, at *9 [denying motion to dismiss cause of action for expulsion under Corp. Code Sec. 17706.02(e)]; Left Coast Wrestling, LLC v. Dearborn Int'l LLC (S.D. Cal. May 23, 2018), 2018 WL 2328471, at *19 [following defendant's default on plaintiff's complaint seeking declaratory, recommending a judicial order expelling defendant as member of LLC pursuant to Corp.

Code Sec. 17706.02(e)]; Roberts v. Gainsforth, supra, 2014 WL 12596584 at *8 [denying motion to dismiss a cause of action for removal of directors and managing agents under Sec. 304]; Starbird v. Lane (1962) 203 Cal.App.2d 247, 256 [affirming a sustained demurrer as to a cause of action for removal of directors]; Koshaba v. Koshaba (1942) 56 Cal.App.2d 302, 306 [affirming judgment of removal of director after plaintiff brought derivative suit for the purpose of having director removed].)

Plaintiff has otherwise not provided the Court with any authority which supports granting the requested relief through noticed motion. As for Plaintiff's alternative request to obtain leave to file a supplemental complaint alleging such claims, the Court denies the request. While "[i] t is the policy of law to permit generally the filing of supplemental pleadings[,]" "relief cannot be granted upon a supplemental complaint, where the proof shows that the plaintiff had no cause of action when his original complaint was filed." (Louie Queriolo Trucking, Inc. v. Superior Ct. of Kern Cnty. (1967) 252 Cal.App.2d 194, 197; Cohn v. Cohn (1941) 47 Cal.App.2d 683, 689.)

Given that Plaintiff would necessarily be asserting new causes of action based on conduct that occurred after the filing of the original complaint, Plaintiff must initiate a separate suit. Should Plaintiff seek to obtain any preliminary injunctive relief in the future premised on sections 304 or 17706.02, Plaintiff must make the proper showing. (Husain v. McDonald's Corp. ¿(2012) 205 Cal.App.4th 860, 866-67; Code Civ. Proc., Sec. 526(a).)

b. Charging Order

Plaintiff moves for an order charging the transferable interest of Judgment Debtor Tani in JT & KT Development, LLC and his transferable interest in Maie JT & KT Development LLC with payment of the unsatisfied balance of the money judgment entered in this action on December 9, 2025, together with accruing interest and recoverable costs; Directing each such limited liability company to pay to Plaintiff (or as the Court directs) all distributions and other money or property that would otherwise be paid or distributed on account of Tani's charged transferable interest, until the judgment is satisfied; Upon the showing herein that distributions under the charging order will not satisfy the judgment within a reasonable time, foreclosing the lien created by the charging order and ordering the sale, under the Court's direction, of Tani's charged transferable interest in each limited liability company, with the net proceeds applied to the judgment; Appointing Stephen J. Donell, the receiver already appointed in this matter, as receiver of the charged distributions, and making all further orders necessary to give effect to the charging order, including an accounting of distributions and a restraint on any payment or transfer to TANI on account of the charged interests.

California Corporations Code section 708.310 states that "If a money judgment is rendered against a partner or member but not against the partnership or limited liability company, the judgment debtor's interest in the partnership or limited liability company may be applied toward the satisfaction of the judgment by an order charging the judgment debtor's interest pursuant to Section 15673, 16504, or 17302 of the Corporations Code." (See Corp.Code, Sec. 16504, subd. (b) [charging order is "a lien on the judgment debtor's transferable interest in the partnership"]; Taylor v. S & M Lamp Co. (1961) 190 Cal.App.2d 700, 711 (Taylor) ["the purpose of the lien of a charging order is to permit the judgment creditor to realize on his judgment ... by appropriate supplementary proceedings or orders against [the debtor] partner's interest in the partnership"].)

However, the money judgment here was not only rendered against Tani, but also against the at-issue entity defendants including JT & KT Development, LLC and Maie JT & KT Development LLC. Given that the money judgment was rendered against both Tani and JT & KT Development, LLC and Maie JT & KT Development LLC, relief pursuant to section 708.310 is thus unavailable and a charging order cannot be implemented.

IV. CONCLUSION

Based on the foregoing, Plaintiff's motion for removal and expulsion is DENIED. Plaintiff's motion for a charging order is DENIED.

Dated this 3rd day of September 2026 | | | Hon. Gary D. Roberts Judge of the Superior Court | Case Number: 26STCP02800 Hearing Date: September 3, 2026 Dept: 733 SUPERIOR COURT OF THE STATE OF CALIFORNIA