REED VS. KAALOA

3. REED VS. KAALOA MOTION FOR PRELIMINARY INJUNCTION

Plaintiff David J. Reed’s request for a preliminary injunction restraining defendants Pamela J. Kaaloa and Penelope aka Penny Jaspar and all persons acting in concert with them, from transferring, withdrawing, dissipating, encumbering, concealing, or otherwise disposing of any funds held in a bank account for the Pamela J. Kaaloa Revocable Trust – Dated April 15th, 2019 is DENIED.

Plaintiff’s First Amended Complaint

As an initial matter, the Court notes Plaintiff filed a first amended complaint (FAC) on 8/25/26. Plaintiff’s motion for a preliminary injunction was filed the same day he filed his initial complaint on 4/3/26.

The FAC is substantially identical to the complaint other than the removal of the two causes of action for unjust enrichment and equitable accounting. As the allegations forming the basis for this motion have not materially changed, the Court will consider the motion.

Plaintiff’s Allegations

Kaaloa currently resides in an assisted living facility. (FAC ¶ 2.) (It appears Kaaloa is Plaintiff’s mother-in-law and Jaspar’s sister. (Opp. at 1:23-24.))

Kaaloa owned a one-bedroom condominium. (FAC ¶ 7.) From approximately December 2019 to 10/23/25, Plaintiff provided financial support for Kaaloa’s housing-related expenses, assisted living costs, medical and hygiene supplies, and other care and costs, with the express understanding that such amounts would be repaid. (FAC ¶ 8.)

On 12/1/24, Kaaloa executed a Promissory Note (Note) agreeing to sell the condominium and to repay Plaintiff from the balance of the sale proceeds for any costs incurred on her behalf. (FAC ¶ 9.)

The condominium was placed on the market on 7/25/25 and sold on 11/5/25. (FAC ¶ 11.) On or about late October 2025, the day Kaaloa was to sign closing documents, Jaspar attempted to stop the sale. (FAC ¶ 11.) On 10/23/25, the day after singing of closing documents, Jaspar obtained a durable power of attorney (POA) purporting to control Kaaloa’s finances. (FAC ¶ 3.)

On 10/26/25, Plaintiff presented the Note and receipts to Kaaloa for repayment, and Kaaloa refused to pay. Plaintiff then sent Jaspar the Note, which Jaspar ignored and did not pay. (FAC ¶ 12.)

Plaintiff’s funds used for Kaaloa’s benefit represented his retirement savings and were expended in reliance on Kaaloa’s agreement to repay from the condominium sale proceeds. (FAC ¶ 13.) Proceeds from the condominium sale and/or Kaaloa’s other funds are, in whole or in part, held or controlled by Jaspar and/or are or were deposited in accounts including a Chase Bank account in Jaspar or Kaaloa’s name. (FAC ¶ 14.)

Legal Standard

“A superior court must evaluate two interrelated factors when ruling on a request for a preliminary injunction: (1) the likelihood that the plaintiff will prevail on the merits at trial and (2) the interim harm that the plaintiff would be likely to sustain if the injunction were denied as compared to the harm the defendant would be likely to suffer if the preliminary injunction were issued.” (Smith v. Adventist Health System/West (2010) 182 Cal.App.4th 729, 749 [citation omitted].) “Weighing these factors lies within the broad discretion of the superior court.” (Ibid. [citations omitted].) The burden is on the party “seeking injunctive relief, to show all elements necessary to support issuance of a preliminary injunction.” (O’Connell v. Superior Court (2006) 141 Cal.App.4th 1452, 1481 [citations omitted].)

Likelihood Plaintiff will Prevail on the Merits

Under the first prong, Plaintiff is not required to present a “clear showing” of eventual success on the merits but only to meet the “reasonable probability” of prevailing standard. (Santa Clara Valley Water Dist. v. Eisenberg (2025) 117 Cal.App.5th 714, 744 [citation omitted].)

Plaintiff contends he is likely to succeed on the merits as the claim is based on a signed promissory note obligating Kaaloa to pay “the entirety of the proceeds” from the condominium sale to Plaintiff.

Defendants contend Plaintiff does not address the merits of each cause of action alleged in the FAC. Defendants further contend Plaintiff relies, at least in part, upon an alleged oral agreement between Kaaloa and Reed made on or about 12/31/19 but provides no specific terms of the agreement or consideration exchanged. Defendants further contend the Note was executed approximately six years after the alleged oral agreement, which creates an additional material issue regarding the operative agreement between the parties including whether the Note modified, superseded, or memorialized any prior understanding. Finally, Defendant contend the Note lacks significant consideration. As an initial matter, “A promissory note is presumed to have been given for a sufficient consideration . . . and in an action thereon, the introduction of the note in evidence establishes a prima facie right to

recover according to its terms. The burden of showing a want of consideration . . . is cast upon the party seeking to avoid it, and if he fails to make this showing, the presumption prevails and furnishes sufficient evidence to support a finding that the note was given for a good and valuable consideration.” (Saks v. Charity Mission Baptist Church (2001) 90 Cal.App.4th 1116, 1133 [citation omitted].)

The Note is attached as Exhibit A to Plaintiff’s original complaint. Plaintiff alleges the Note reflects the parties’ agreement for Kaaloa to repay Plaintiff for any costs incurred on her behalf. (FAC ¶ 9.) Plaintiff then sets forth in detail the costs Plaintiff alleges he actually incurred on Kaaloa’s behalf totaling $194,738.91. (Compl. ¶ 15.) While Defendants contend the Note lacks consideration, they fail to meet their burden in making this showing. As such, the presumption the Notice was given for sufficient consideration prevails.

Defendants’ contention Plaintiff fails to provide details of an alleged oral agreement, which may create a material issue regarding any agreement based on the Note is also unavailing.

Civil Code section 1625 provides, “The execution of a contract in writing, whether the law requires it to be written or not, supersedes all the negotiations or stipulations concerning its matter which preceded or accompanied the execution of the instrument.” This section “is in effect a merger provision that makes the writing, rather than prior oral discussions or agreements, the controlling agreement.” (Tomlinson v. Qualcomm, Inc. (2002) 97 Cal.App.4th 934, 945 fn. 14 [citation omitted].)

Additionally, Code of Civil Procedure section 1856, subdivision (a) provides, “Terms set forth in a writing intended by the parties as a final expression of their agreement with respect to the terms included therein may not be contradicted by evidence of a prior agreement or of a contemporaneous oral agreement.”

Thus, rather than creating any ambiguity with respect to the validity of the Note, the fact it was executed years after any alleged oral agreement between Plaintiff and Kaaloa supports a finding the Note, and not prior oral agreements, is controlling. Moreover, Plaintiff’s causes of action do not rely on an alleged oral agreement, but on the terms of the Note itself.

Ultimately, Defendants do not dispute Kaaloa signed the Note. The Note identifies “Lender” as Plaintiff and “Borrower” as Kaaloa. The Note states “borrower agrees to the sale of the property located at 85 Vernon Street, Unit 103. Oakland, CA 94610.” The Note further states, “The borrower agrees to pay the entirety of the proceeds, hereafter known as the principal from the sale of the property located at 85 Vernon Street, Unit 103. Oakland, CA 94610, to David J. Reed.”

Plaintiff alleges the Note obligated Kaaloa to pay the entirety of the property sale proceeds to Plaintiff. (FAC ¶¶ 17, 21.) Plaintiff also alleges the Note is an agreement to “repay Plaintiff from the balance of the sale proceeds (the ‘principal’) for any costs incurred on her behalf. (FAC ¶ 8.) Plaintiff’s demand letter to Jaspar demands the amount of $194,738.91 as “funds from the sale are now available to settle the debt.” (Compl., Ex. B.) Though the amount Plaintiff seeks in the FAC may be less than the “entirety of the sale proceeds” (i.e., the alleged debt of $194,738.91), it does not affect the determination of whether Kaaloa signed the Note, which Defendants do not dispute.

Defendants also do not dispute Plaintiff’s request for $194,738.91 is based on services Plaintiff provided for Kaaloa’s benefit nor the validity of any of the itemized costs set forth in the FAC.

Finally, Defendants do not provide any authority for their contention Plaintiff fails to address the merits of each cause of action alleged in the FAC. Each of Plaintiff’s causes of action are based on money allegedly owed to Plaintiff based on the Note and the services Plaintiff provided to Kaaloa. Thus, the analysis regarding the validity of the Note is sufficient to address the merits for purposes of this motion.

Based on the above, the Court finds Plaintiff has satisfied the first prong by demonstrating a “reasonable probability” of prevailing.

Balancing of Harm

“Irreparable harm may be established where there is the fact of an injury, such as that arising from a breach of contract, but where there is an inability to ascertain the amount of damage. In other words, to say that the harm is irreparable is simply another way of saying that pecuniary compensation would not afford adequate relief or that it would be extremely difficult to ascertain the amount that would afford adequate relief.” (DVD Copy Control Assn., Inc. v. Kaleidescape, Inc. (2009) 176 Cal. App. 4th 697, 722 [citation omitted]. “In general, if the plaintiff may be fully compensated by the payment of damages in the event he prevails, then preliminary injunctive relief should be denied.” (Tahoe Keys Property Owners’ Assn. v. State Water Resources Control Bd. (1994) 23 Cal.App.4th 1459, 1471 [citation omitted].)

Plaintiff contends there is a risk of irreparable harm due to potential rapid transfer or spending of liquid funds. Plaintiff contends the requested injunction is narrowly tailored to maintain the status quo by freezing only funds in the identified account and only up to the disputed amount.

Defendants contend the Chase account was opened with the proceeds from the sale of the property and are used solely to fund Kaaloa’s assisted living and care expenses, which are approximately $7,370.00 a month. (Jaspar Decl., ¶¶ 5, 6.) Defendants contend freezing the account even for the requested amount of $194,738.91 would therefore have an immediate and significant impact on the ability to timely pay for and maintain Kaaloa’s housing and care which is an extreme hardship. (Jaspar Dec., ¶ 8.)

As an initial matter, Plaintiff has not demonstrated monetary compensation would not afford adequate relief or that it would be extremely difficult to ascertain the amount that would afford adequate relief. Plaintiff request for monetary damages is not only identified by a specific amount, $194,738.91, but supported by an itemization of the specific costs incurred that make up that amount. (FAC ¶ 15.)

Additionally, while Plaintiff contends there is a risk of rapid transfer or spending of liquid funds, Kaaloa is the only signatory to the account and Jaspar has no control or signing authority on the account. (Jaspar Decl., ¶ 7.) Moreover, Kaaloa’s expenses for the assisted living center are the only expenses being drawn from the account. (Jaspar Decl., ¶ 5.) As such, Plaintiff has not demonstrated a risk of rapid transfer or use of funds where it would presumably be in Kaaloa’s benefit for such funds to remain in the account to pay for her monthly living expenses.

Conversely, Defendants’ ability to pay for Kaaloa’s monthly expenses would potentially be impacted by the relief requested. The most recent account statement provided for the period of 4/23/26 to 5/22/26 shows a balance of $277,275.30. (Jaspar Decl., Ex. D.) Freezing the account in the amount requested by Plaintiff would leave a remaining balance of $82,536.39, which would cover approximately 11 months of Kaaloa’s care based on Kaaloa’s monthly expenses of approximately $7,370.00, three months of which have already presumably passed based on the statement date. Thus, though not immediate, there is the potential Kaaloa’s ability to cover her living expenses at the assisted living center would be directly impacted depending on the length of the litigation.

Given the above, Plaintiffs have not sufficiently shown the balancing of harm lies in their favor.

Ultimately, the Courts finds weighing the two factors discussed above do not support the issuance of a preliminary injunction.