Seva Ventures, LLC v. The Handsel Group, LLC, et al.

disclosure of the very information subject to the overriding interest. Last, but with a caveat below, the request is narrowly tailored to financial information and data, where no less restrictive means exist to protect the overriding interest. Moreover, Plaintiff supports sealing the record via the August 27, 2026, notice of non-opposition. Sufficient grounds thus exist for relief. c.

Conclusion

Defendants' motion to seal is GRANTED. The Clerk SHALL strike the June 3rd declaration from the record, and Plaintiff SHALL refile the June 3, 2026, declaration, with no changes except for as to Exhibit 2, to be redacted only as to bank account information, and with Exhibits 4 to 6 remaining as is, i.e., rather than showing any exhibit, simply containing a 'conditionally filed' slip page. Defendants are ordered to give notice. Parties who intend to submit on this tentative must send an email to the court at smcdept731@lacourt.org indicating intention to submit on the tentative as directed by the instructions provided on the court website at www.lacourt.org.

If the department does not receive an email indicating the parties are submitting on the tentative and there are no appearances at the hearing, the motion may be placed off calendar. If a party submits on the tentative, the party's email must include the case number and must identify the party submitting on the tentative. If the parties do not submit on the tentative, they should arrange to appear remotely.

PLAINTIFF SEVA VENTURES, LLC'S MOTION FOR LEAVE TO FILE SECOND AMENDED COMPLAINT Moving Party: Plaintiff, Seva Ventures, LLC Opposing Party: Defendant, The Handsel Group, LLC Notice: OK Background Facts Plaintiff Seva Ventures, LLC ("Seva Ventures") sues Defendants The Handsel Group, LLC (The Handsel Group), Doe 1 Henry Kim, Doe 2 George Vergara, and Does 3 through 50 pursuant to a January 12, 2024, First Amended Complaint ("FAC") alleging various claims arising from Defendants' alleged refusal to comply with the terms of a contractual agreement through which Plaintiff acquired a 70% ownership interest in The Handsel Group in lieu of unpaid monies owed by Defendants to Plaintiff.

Now before the Court is Plaintiff's motion for leave of Court to file a Second Amended Complaint ("SAC") that (1) adds Henry Kim and George Vergara, Member owners of The Handsel Group, as Defendants, with a breach of contract claim stated against them, and (2) adds new allegations of further breaches and misrepresentations related to the same transaction underlying the existing complaint. Plaintiff's motion is opposed by The Handsel Group and is now before the Court. Motion for Leave to File Amended Pleading a.

Legal Standard

The court may allow amendment of a pleading or proceeding to correct mistakes, add or strike a party, or enlarge the time to respond, and may also permit additional amendments after notice as well as late answers when appropriate. (Cal. Code Civ. Proc., Sec. 473, subd. (a)(1).) A motion seeking amendment must attach the proposed amendment or amended pleading, serially numbered to distinguish it from previous versions, and must specify which allegations are deleted and which are added, identifying each by page, paragraph, and line. (Cal.

Rules of Court, rule 3.1324(a)(1)-(3).) The motion must also be supported by a declaration explaining the amendment's effect, demonstrating why it is necessary and proper, stating when the supporting facts were discovered, and detailing why the request was not made earlier. (Cal. Rules of Court, rule 3.1324(b)(1)-(4).) Amendments should be liberally granted to allow resolution of disputes within a single action. (Kittredge Sports Co. v. Superior Court (1989) 213 Cal.App.3d 1045, 1047 (Kittredge Sports).)

Courts generally do not evaluate the legal sufficiency of proposed amendments at the leave - to - amend stage because such challenges are premature, and when an amendment presents a novel legal theory, the preferred practice is to permit the amendment and test its sufficiency later through demurrer or other procedures. (California Casualty General Ins. Co. v. Superior Court (1985) 173 Cal.App.3d 274, 280-281 (California Casualty), overruled on other grounds by Kransco v. American Empire Surplus Lines Ins.

Co. (2000) 23 Cal.4th 390, 403-406; Kittredge Sports, supra, at p. 1048.) However, leave to amend may be denied where controlling precedent shows the proposed amendment is insufficient and cannot be cured, or where the amendment is futile due to the statute of limitations without relation back. (California Casualty, supra, at pp. 280-281; Foxborough v. Van Atta (1994) 26 Cal.App.4th 217, 231.) Leave to amend may also be denied when a party presents a good amendment in proper form but does so after long, unwarranted, and unexcused delay. (Roemer v.

Retail Credit Co. (1975) 44 Cal.App.3d 926, 939-940; see, e.g., cf. Moss Estate Co. v. Adler (1953) 41 Cal.2d 581, 586 [defendant's motion for leave to amend answer was properly denied because amendment, which was made 12 days before trial and one year after defendant had knowledge of facts, would have required continuance for additional discovery].) Timeliness considerations include diligence in discovering and presenting the facts and the amendment's impact on the opposing party. (Id. at p. 940.)

When the moving party is dilatory and the delay causes prejudice, the court has discretion to deny leave to amend; such prejudice may arise from the need to delay trial, from loss of critical evidence, or from increased discovery burdens and preparation costs. (Hirsa v. Superior Court (1981) 118 Cal.App.3d 486, 490; Magpali v. Farmers Group, Inc. (1996) 48 Cal.App.4th 471, 486-488.)

Discussion

After review, the Court finds in favor of Seva Ventures. First, Seva Ventures' motion complies with procedural rules. It attaches a copy of the proposed SAC, with redlines and strikeouts showing differences from the First Amended Complaint. (Motion, Kaufman Decl., P. 23, Exs. A [clean copy of proposed SAC], B [redline copy].) Moreover, it attaches a declaration from counsel providing the information regarding the amendment's effect (addition of defendants, claim, and allegations), demonstrating why it is necessary and proper (common nucleus of operative facts, global- over piecemeal resolution), stating when the supporting facts were discovered (at the very least, on or after March 2026), and detailing why the request was not made earlier (parties were engaged in settlement negotiations beginning in mid-2025, those negotiations broke down, counsel substituted into the action in March 2026, Doe amendments were filed on June 9, 2026, and this motion seeking leave to amend was filed June 24, 2026). (Motion, Kaufman Decl., P.P. 2-22.)

Second, the Court does not, for purposes of motion for leave to amend, credit The Handsel Group's two arguments against relief: (1) insufficiency of pleading; and (2) prejudicial delay.

i. Insufficiency of Pleading in the SAC

The Court does not credit the two opposition arguments for why the proposed SAC is fatally defective for pleading purposes. The Handsel Group's two arguments are that the proposed allegations against Kim and Vergara are fatally defective because (1) the SAC alleges breach of contract against Henry Kim and George Vergara with a breach date of January 1, 2021, with Seva Ventures attempting to assert the claim five-and-a-half years late by way of Plaintiff's motion, beyond the four-year statute of limitations on breach of contract claims, making the claim fatally defective and (2) the addition of Henry Kim and George Vergara and related allegations and claims cannot relate back to the filing of the Complaint because Seva Ventures was aware of the identities of Henry Kim and George Vergara when it filed the Complaint. (Opposition, pp. 5-7.)

These arguments fail because they ignore the allegations in proposed paragraphs 18 to 40 of the SAC, in which Plaintiff alleges that though breach occurred on January 1, 2021, Plaintiff instead elected to continue relying on the contract, with "Defendants" in the plural, including Kim and Vergara, continuing to promise they would honor Seva Ventures' option for an interest in The Handsel Group through mid-2022, and Kim representing to Seva Ventures as late as October 2023 that "Defendants" in the plural were not delaying the option process despite failing to honor Seva Ventures' contemporaneous demands for a written instrument and timeline for transferring the membership interest, with Seva Ventures electing to file suit in January 2024 after Defendants' continued refusal to admit Seva Ventures as a Member and to provide an accounting of business operations.

Such allegations provide, for pleading purposes, with no determination here as to merits in fact, circumstances in which equitable estoppel should bar The Handsel Group's assertion of a statute of limitations defense.

Helpful is Lantzy v. Centex Homes (2003) 31 Cal.4th 363 (Lantzy), in which our Supreme Court summarized at page 370: This court has applied equitable tolling in carefully considered situations to prevent the unjust technical forfeiture of causes of action, where the defendant would suffer no prejudice. (E.g., Lambert v. Commonwealth Land Title Ins. Co. (1991) 53 Cal.3d 1072, 1080, 282 Cal.Rptr. 445, 811 P.2d 737 (Lambert) [claim against title insurer accrues upon insurer's refusal to defend title, but two-year limitations period is equitably tolled until underlying title action is resolved]; Prudential-LMI Com.

Insurance v. Superior Court (1990) 51 Cal.3d 674, 687-693, 274 Cal.Rptr. 387, 798 P.2d 1230 (Prudential-LMI) [one-year period to sue on casualty insurance policy begins upon "inception of the loss," but is equitably tolled from timely notice of loss until insurer denies claim]; Addison, supra, at pp. 317-321, 146 Cal.Rptr. 224, 578 P.2d 941 [six-month period for state court suit against public agency was equitably tolled during plaintiffs' timely federal suit raising both federal and state claims]; Elkins v.

Derby (1974) 12 Cal.3d 410, 414-420, 115 Cal.Rptr. 641, 525 P.2d 81 (Elkins) [one-year period for personal injury action was tolled while plaintiff, acting in good faith, pursued worker's compensation remedy against defendant]; Bollinger, supra, at pp. 410-412, 154 P.2d 399 [15-month period to sue on fire insurance policy was tolled while timely prior action, erroneously dismissed as premature, was pending].)

Lantzy 's limitations on this rule involved situations where the Legislature has precluded equitable tolling by statute, such as in Civil Code sections 340.6 and 366.2, and where application of equitable tolling is inconsistent with the relevant statute. (Lantzy, supra, 31 Cal.4th at p. 371.) Critically, "[a]s with other general equitable principles, application of the equitable tolling doctrine requires a balancing of the injustice to the plaintiff occasioned by the bar of his claim against the effect upon the important public interest or policy expressed by the ... limitations statute." (Ibid.)

Here, under the SAC's allegations, a reasonable factfinder could determine that, in the interest of equity, a limitations period should have been tolled or begun to run only once Seva Ventures, sometime between October 2023 and January 2024, determined Defendants would not honor their promises to honor Seva Ventures' option election. Moreover, Lantzy itself supports an interpretation of equitable tolling being consistent with Code of Civil Procedure section 337, the four-year limitation period on breach of contract claims applicable here.

Specifically, Lantzy found that application of the equitable tolling doctrine there was inconsistent with the plain language of the controlling statute (Code Civ. Proc., Sec. 337.15), contrasting the statute of limitations language in section 337.15 with the limitations language in Code of Civil Procedure sections 335, 336, 336a, 337, 337.5, 338, 339, 341. (Lantzy, supra, 31 Cal.4th at p. 373.) Next, the Court relies on its discussion in the following subsection to determine that insufficient prejudice exists to prevent application of equitable tolling for purposes of the motion before the Court.

Last, the Court notes that The Handsel Group takes inconsistent positions in its papers as to the statute of limitations. Specifically, the opposition states that "Defendant's owners remain committed to honor th[e] [parties'] agreement" "to resolve this matter by way of Plaintiff's acquisition of Defendant for an agreed-upon purchase price" (Opposition, 2:1-2), confirming an ongoing commitment by the very defendants to be added by amendment to honor the Agreement and the Purchase Option Agreement. Yet, in opposing relief here, the Handsel Group challenges the SAC's sufficiency based on a limitations period argument. This inconsistency also undermines a denial of Seva Ventures' motion based on The Handsel Group's statute of limitation arguments. The insufficiency of pleading argument against amendment thus fails.

ii. Prejudicial Delay

The defendant can argue that the motion should be denied because the plaintiff waited too long to request the amendment and offered no excuse for the delay. (See Bedolla v. Logan & Frazer (1975) 52 Cal.App.3d 118, 136.) To support its argument, the defendant should show that (1) the plaintiff had knowledge of the facts and delayed making the amendment and (2) the defendant will be prejudiced by the amendment. (See Roemer v. Retail Credit Co. (1975) 44 Cal.App.3d 926, 939-940; see, e.g., Jo Redland Trust, U.A.D. 4-6-05 v.

CIT Bank (2023) 92 Cal.App.5th 142, 168 (Jo Redland) [without some disadvantage to defense linked to passage of time, delay itself was not valid reason to deny amendment]; cf. Moss Estate Co. v. Adler (1953) 41 Cal.2d 581, 586 (Moss Estate) [defendant's motion for leave to amend answer was properly denied because amendment, which was made 12 days before trial and one year after defendant had knowledge of facts, would have required continuance for additional discovery].) Here, the Court is not convinced that there is sufficient delay or that there is sufficient prejudice.

As to delay, in counsel's declaration attached to the moving papers, against which The Handsel Group failed to file written objections, counsel represents that the parties were engaged in settlement negotiations beginning in mid-2025, that those negotiations broke down, that counsel substituted into the action in March 2026, that Doe amendments were filed on June 9, 2026, and that this motion seeking leave to amend was filed June 24, 2026. (Motion, Kaufman Decl., P.P. 2-22.) The Court fails to find delay in these circumstances.

As for prejudice, California courts have held that "[a]bsent some kind of disadvantage to [any] defense linked to the passage of time--such as faded memories or lost evidence--delay in and of itself [i]s not a valid reason to deny amendment." (Jo Redland, supra, 92 Cal.App.5th at p. 168, citing Deetz v. Carter (1965) 232 Cal.App.2d 851, 857-858 [leave to amend causes no prejudice where defendant makes no attempt to claim it had defenses that would have been raised but for the belated amendment] & Landis v.

Superior Court (1965) 232 Cal.App.2d 548, 557 [finding it "unreasonable to deny a party the right to amend where the only apparent hardship to the defendants [was] that they [would] have to defend"].) Here, a review of the opposition arguments for delay are that prejudice arises from (1) Plaintiff seeking to name two new defendants and add several new causes of action to an otherwise doomed pleading, (2) the multiplication of law and motion practice by misjoinder, and (3) delay of trial or adjudication of the FAC. (Opposition, pp. 7-8.)

Such grounds fall short of the kind of faded memories and lost evidence prejudice contemplated in Jo Redland and instead essentially amount to the position rejected by Landis: delay by way of having to defend. Moreover, trial here is scheduled for November 2027, leaving about 14 months for completion of discovery and trial preparation, contrasting the belated, 'on the eve of trial' request for amendment that was denied in Moss Estate. The delay and prejudice argument against amendment thus also fails. c.

Conclusion

Plaintiff Seva Ventures, LLC's motion for leave of court to file an amended pleading is GRANTED. Plaintiff Seva Ventures, LLC SHALL file a clean copy of the Second Amended Complaint within ten (10) days of notice of this Order. Plaintiff Seva Ventures, LLC is ordered to give notice. Parties who intend to submit on this tentative must send an email to the court at smcdept731@lacourt.org indicating intention to submit on the tentative as directed by the instructions provided on the court website at www.lacourt.org.

If the department does not receive an email indicating the parties are submitting on the tentative and there are no appearances at the hearing, the motion may be placed off calendar. If a party submits on the tentative, the party's email must include the case number and must identify the party submitting on the tentative. If the parties do not submit on the tentative, they should arrange to appear remotely. Case Number: 24STCV31333 Hearing Date: September 10, 2026 Dept: 731 [TENTATIVE] ORDER RE: PLAINTIFF'S NOTICE OF MOTION AND MOTION FOR APPROVAL OF REPRESENTATIVE ACTION SETTLEMENT Moving Party: Plaintiff, Treasure Chardonnay Lenarz Opposing Party: None Notice: OK Background Facts Now before the Court is Plaintiff Treasure Chardonnay Lenarz's unopposed motion for approval of a settlement in this representative Private Attorneys General Act ("PAGA") action.

Motion for Approval of PAGA Settlement