Dib vs. Daher

1. First Cause of Action for Fraudulent Transfers in Violation of Civil Code Section 3439.04

Defendant Nguyen argues that she is entitled to summary adjudication on the first cause of action for fraudulent transfers in violation of Civil Code section 3439.04 because she “purchased the Subject Property in good faith and for a reasonably equivalent value pursuant to Civil Code section 3439.08, which is a complete defense to Plaintiffs’ Cause of Action.”

Importantly, “[t]he plain language of section 3439.01 demonstrates an individual need not have a judgment to have a claim, as does section 3439.04, which provides certain transfers are voidable as to a creditor ‘whether the creditor’s claim arose before or after the transfer was made’ (§ 3439.04, subd. (a)).” (Potter v. Alliance United Ins. Co. (2019) 37 Cal.App.5th 894, 909.)

“With an exception not pertinent here, a claim is ‘a right to payment, whether or not the right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured.’” (Potter v. Alliance United Ins. Co. (2019) 37 Cal.App.5th 894, 909 [citing Civ. Code, § 3439.01, subd. (b)].)

A “conveyance by a debtor of an interest in such property with the intent to defraud creditors is a fraudulent conveyance under Civil Code section 3439.04.” (Reddy v. Gonzalez (1992) 8 Cal.App.4th 118, 122, modified (Aug. 4, 1992).)

“Civil Code section 3439.08, subdivision (a) provides a defense to an action based on section 3439.04, subdivision (a).” (Annod Corp. v. Hamilton & Samuels (2002) 100 Cal.App.4th 1286, 1294.)

Section 3439.08 states:

“(a) A transfer or obligation is not voidable under paragraph (1) of subdivision (a) of Section 3439.04, against a person that took in good faith and for a reasonably equivalent value given the debtor or against any subsequent transferee or obligee.” (Civ. Code, § 3439.08, subd. (a).)

“Thus, a showing of good faith and reasonably equivalent value is all that is required to defeat a creditor’s action based on section 3439.04, subdivision (a).” (Annod Corp. v. Hamilton & Samuels (2002) 100 Cal.App.4th 1286, 1294.) “Obviously, if a transfer is made both in good faith and for a reasonably equivalent value, then the transfer is not a fraudulent transfer under section 3439.04, subdivision (b), either, since subdivision (b) applies only to transfers made without receipt of reasonably equivalent value.” (Ibid.)

“The Legislative Committee comment to Civil Code section 3439.08, subdivision (a), provides that ‘good faith,’ within the meaning of the provision, ‘means that the transferee acted without actual fraudulent intent and that he or she did not collude with the debtor or otherwise actively participate in the fraudulent scheme of the debtor. The transferee’s knowledge of the transferor’s fraudulent intent may, in combination with other facts, be relevant on the issue of the transferee’s good faith ....’” (Annod Corp. v. Hamilton & Samuels (2002) 100 Cal.App.4th 1286, 1299 [citing Legis. Com. com., 12A West's Ann. Civ. Code, supra, foll. § 3439.08, p. 359].)

“Fraudulent intent, collusion, active participation, fraudulent scheme” are “deliberate wrongful conduct.” (Annod Corp. v. Hamilton & Samuels (2002) 100 Cal.App.4th 1286, 1299 [emphasis in original] [internal quotations omitted].)

Lewis v. Superior Court (1994) 30 Cal.App.4th 1850, 1858–1859, as modified on denial of reh'g (Dec. 29, 1994) explains the good faith requirement as follows:

“The requirements of the fraudulent conveyance statute are: the term ‘good faith,’ as used in this subdivision and subdivision (d) [of Civ.Code § 3439.08] means that the transferee did not collude with the debtor or otherwise actively participate in the fraudulent scheme of the debtor. (See legis. committee com. 12 West's Ann.Civ.Code (1994 pocket supp.) p.

161.) ‘Fraudulent intent,’ ‘collusion,’ ‘active participation,’ ‘fraudulent scheme’—this is the language of deliberate wrongful conduct. It belies any notion that one can become a fraudulent transferee by accident, or even negligently. It certainly belies the notion that guilty knowledge can be created by the fiction of constructive notice. (See Richardson v. White (1861) 18 Cal. 102, 106 [recognizing that constructive notice is a “fiction”].) (Ibid.)

Here, the Court finds that Defendant carried her burden and establish that she purchased the property “in good faith and for a reasonably equivalent value.”

First, Defendant provided evidence that she purchased the property at issue for a “reasonably equivalent value.” Defendant established that the property at issue appraised for the value that she bought the property, which establishes that she paid a reasonably equivalent value for the property. Defendant further testified that she purchased the property in good faith after finding it on Zillow. She toured the inside of property once before making an offer on the property. She also drove by the property once to show her daughter. (Deposition of Defendant Hein Nguyen, p. 53:2-8.)

Defendant testified that she made an offer at the asking price “because the price is right according to what I can afford and I like the area.” (Defendant’s Ex G, Deposition of Defendant Hien Nguyen, p. 72:2-8.) On 12/12/2022, Defendant placed an offer to purchase the property for the $715,000 asking price. (See Defendant’s Exhibit F.) On 12/27/2022, Seacliff Appraisal appraised the property for $715,000. (See Defendant’s Exhibit F.) Defendant’s offer was accepted one week later. (Defendant’s Ex G, Deposition of Defendant Hien Nguyen, pp, 81:24-82:1.)

Second, Defendant also presents evidence that she did not and does not know the other Defendants, particularly those involved in prior business dealings with Plaintiffs and who are alleged debtors to Plaintiffs. (ROA, 418, Declaration of Defendant Hien Nguyen, ¶¶ 2 and 3 and Defendant’s Ex G, Deposition of Defendant Hien Nguyen, pp. 29:19-32:15.) She further testified that she did not know of Plaintiffs’ prior dealings with Defendants before purchasing the property.

Given the evidence above, the Court finds that Defendant carried her burden to establish that she purchased the property “in good faith and for a reasonably equivalent value.”

In opposition, Plaintiffs do not present evidence that creates a triable issue of material fact as to whether Defendant was acting “in good faith and for a reasonably equivalent value.”

Plaintiffs do not proffer evidence that the amount Defendant paid for the property was inappropriate. Plaintiffs do not provide a competing appraisal or other testimony or evidence that establishes that $715,000 was an inappropriate price to purchase the subject property. Rather, Plaintiffs only argue that the appraisal is inadmissible. On this issue, the Court continued the hearing on this motion in order to allow Defendant to provide evidence that authenticates this appraisal, and to allow reply. Defendant provided such authentication and the Cour therefore finds that the appraisal is admissible.

Plaintiffs attempts to create a triable issue as to Defendant’s “good faith” by highlighting that Defendant did not know the appraised value prior to purchasing the property at issue and that, had Defendant looked at the appraisal, she would have seen allegedly suspect transfer/purchase history of the property. (Deposition of Defendant Hein Nguyen, pp. 33:6-8, 46:8-14.) Plaintiffs argue that “Defendant’s deliberate blindness fundamentally undermines her ‘good faith’ claim.”

The Court disagrees. As caselaw establishes, Defendant must have committed a deliberate act in furtherance of the fraudulent scheme such that she was an active participant. The Court finds that the failure to review an appraisal does not amount to the requisite “deliberate wrongful conduct”

to constitute bad faith – especially when the only evidence before the Court establishes that the amount that the property was appraised and purchases is appropriate. Rather, such a failure would, at best, be negligence or constructive notice, which has been deemed insufficient in Lewis v. Superior Court (1994) 30 Cal.App.4th 1850, 1858–1859, as modified on denial of reh'g (Dec. 29, 1994).

Smilarly, Plaintiffs have failed to create a triable issue of fact as to Defendant’s good faith because Plaintiffs have not presented any evidence establishing that Defendant colluded with the debtor Defendants or was otherwise actively participating in in a fraudulent scheme with the debtor Defendants. In fact, Plaintiffs present no evidence connecting Defendant to the debtor Defendants or establishing that Defendant knew the debtor Defendants or their connection or alleged obligations to Plaintiffs.

Instead, the only evidence before the Court is Defendant’s declaration and deposition testimony that established that Defendant never knew and does not know the debtor Defendants or their prior dealings with Plaintiffs. (Deposition of Defendant Hein Nguyen, pp. 32:4-15 and 71:19-25.)

Plaintiffs also argue that this declaration is “self-serving.” Plaintiffs do not, however, proffer evidence to establish that there are any triable issues of material fact as to the information provided in the declaration. Defendant’s declaration is consistent with her deposition testimony wherein Defendant repeatedly testified that she did not know and does not know the other Defendants or Plaintiffs’ prior dealings with those Defendants.

Given the above, the Motion for Summary Adjudication is GRANTED as to the first cause of action.

2. Second Cause of Action for Conspiracy to Fraudulently Convey Property

Plaintiffs’ second cause of action is for conspiracy to fraudulently convey property. Defendant Nguyen argues that she is entitled to summary adjudication as to this cause of action because “Mrs. Nguyen did not engage in a conspiracy with the other Defendants, and because Mrs. Nguyen purchased the Subject Property in good faith and for a reasonably equivalent value.”

“Conspiracy is not a cause of action, but a legal doctrine that imposes liability on persons who, although not actually committing a tort themselves, share with the immediate tortfeasors a common plan or design in its perpetration.” (AREI II Cases (2013) 216 Cal.App.4th 1004, 1021.) “A civil conspiracy must be activated by the commission of an actual tort.” (Ibid. [internal quotations omitted].)

“A party seeking to establish a civil conspiracy must show that each member of the conspiracy acted in concert and came to a mutual understanding to accomplish a common and unlawful plan, and that one or more of them committed an overt act to further it.” (AREI II Cases (2013) 216 Cal.App.4th 1004, 1022 [internal quotations omitted].) “It is not enough that the [conspirators] knew of an intended wrongful act, they must agree—expressly or tacitly—to achieve it.” (Ibid.) “It must be recognized, however, that because of the very nature of a conspiracy, its existence must often be inferentially and circumstantially derived from the character of the acts done, the relations of the parties and other facts and circumstances suggestive of concerted action.” (Ibid.)

As established above, the only wrongful conduct alleged against Defendant is being part of the alleged fraudulent transfer of the property as a means for debtor Defendants to side step their alleged debts to Plaintiffs. As discussed above, Defendant did not commit any deliberate wrongful

act when she purchased the property at issue. Likewise, Plaintiffs present no triable issues of fact that establish that Defendant “acted in concert and came to a mutual understanding to accomplish a common and unlawful plan” with the other Defendants in order to “fraudulently transfer” the property. In fact, the only evidence before the Court in this motion for summary judgment and the related opposing papers is that Defendant did not know and still does not know the other Defendants. Based on the evidence before the court, Defendant therefore did not act in concert with and come to a mutual understanding with the debtor Defendants that she does not know and never knew.

The Motion for Summary Adjudication is GRANTED as to the second cause of action.

3. Third Cause of Action for Aiding And Abetting Fraudulent Conveyance of Property

Plaintiffs’ third cause of action is for aiding and abetting fraudulent conveyance of property.

Defendant Nguyen argues that she is entitled to summary adjudication as to this cause of action because she “did not knowingly provide substantial assistance to the tortious conduct of other Defendants and because she purchased the Subject Property in good faith and for a reasonably equivalent value.”

“California imposes liability on one who aids and abets the commission of an intentional tort if the person (a) knows the other's conduct constitutes a breach of duty and gives substantial assistance or encouragement to the other to so act or (b) gives substantial assistance to the other in accomplishing a tortious result and the person's own conduct, separately considered, constitutes a breach of duty to the third person.” (Berger v. Varum (2019) 35 Cal.App.5th 1013, 1025.)

Again, as discussed above, the evidence before the Court establishes that Defendant did not know the other Defendants and did not know about their prior dealings with Plaintiffs.

The Motion for Summary Adjudication is GRANTED as to the third cause of action.

4. Fourth Cause of Action for Accounting

Plaintiffs’ fourth cause of action is for accounting. Defendant Nguyen argues that she is entitled to summary adjudication as to this cause of action because “the sum at issue is certain and recoverable, and because Mrs. Nguyen did not engage in any wrongdoing.”

“An action for an accounting has two elements: (1) ‘that a relationship exists between the plaintiff and defendant that requires an accounting’ and (2) ‘that some balance is due the plaintiff that can only be ascertained by an accounting.’” (Sass v. Cohen (2020) 10 Cal. 5th 861, 869.) “An accounting action is not available where the plaintiff alleges the right to recover a sum certain or a sum that can be made certain by calculation.” (Id.) “[T]he defendant in an accounting action possesses information unknown to the plaintiff that is relevant for the computation of money owed.” (Id.) “An action for an accounting has been characterized as “a means of discovery.” (Id.)

Here, there is no relationship between Plaintiffs and Defendant that requires an accounting.

The Motion for Summary Adjudication is GRANTED as to the fourth cause of action.

5. Fifth Cause of Action for Imposition of a Constructive Trust and/or Preliminary and Permanent Injunction, and Accounting

Defendant Nguyen argues that she is entitled to summary adjudication as to the fifth cause of action because “this cause of action does not state a valid theory of liability and because Mrs. Nguyen purchased the Subject Property in good faith and for a reasonably equivalent value.”

In opposition, Plaintiffs argue that this cause of action depends on “the affirmative defense that Defendant has failed to prove.” As discussed in section 1 above, however, the court finds that Defendant has established this affirmative defense.

Given the Court’s ruling above, the Motion for Summary Adjudication is GRANTED as to the fifth cause of action as well.

In sum, the Motion for Summary Judgment is GRANTED in its entirety.

The Court finds that Seacliff Appraisal of the Subject Property, Defendant Hien Nguyen’s deposition transcripts, and Defendant Hien Nguyen’s declaration are all admissible. As such, the Court declines to rule on any additional evidentiary objections submitted by the parties as the Court need only rule on those evidentiary objections that it deems material to disposition of the motion. (Code Civ. Proc., § 437c, subd. (q).)

Plaintiff proffer admissions from Defendant K&A Kingdom Holdings LLC that were deemed admitted by Defendant K&A Kingdom Holdings LLC in the Court’s 04/24/2025 minute order. The Court notes that these admissions have been vacated and therefore hold no weight.

As to Defendants request for judicial notice, the motion is GRANTED. The Court notes, however, that “Courts can take judicial notice of the existence, content and authenticity of public records and other specified documents, but does not take judicial notice of the truth of the factual matters asserted in those documents.” (Dominguez v. Bonta (2022) 87 Cal.App.5th 389, 400, as modified (Jan. 6, 2023) [emphasis in original].)

Moving Defendant to give notice.

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Motion 2- Motion for Terminating Sanctions against Defendant K&A Kingdom Holdings, LLC

Plaintiffs Joseph Dib and R & R Life is Amazing LLC (“Plaintiffs”) move pursuant to Code of Civil Procedure section 2023.030 for an order imposing terminating sanctions against Defendant K&A Kingdom Holdings, LLC plus $8,894 in monetary sanctions.

The hearing on this motion was originally scheduled for October 9, 2025. On October 9, 2025, the Court continued the hearing on the motion because Plaintiffs did not establish that the moving papers were properly served. (ROA 424.)

On February 19, 2026, the Court held another hearing on this motion. (ROA 486.) The Court’s tentative ruling was to deny the motion without prejudice for failure to establish that the motion was properly served. The court took the motion under submission.

On March 2, 2026, continued the motion to 04/02/2026. The Court stated:

“[A]fter the Court posted its tentative ruling, Plaintiffs filed supplemental declarations that contained a proof of service that Motion was served on 06/16/2025. (ROAs 474 and 475.) At oral arguments, Defendant argued that it still has not received notice.

The hearing is CONTINUED to April 2, 2026 at 1:30 pm in C34.

At this hearing, the Court will address the merits of the motion. The Court finds that the proof of service provided in the supplemental declaration, see ROAs 474 and 475, along with Defendant’s attendance at the 02/19/2026 hearing clearly establish that Defendant has now received notice of this motion.

Opposition and reply briefs may be filed pursuant to code.” (ROA 488.)

On May 13, 2026, Defendant K&A Kingdom Holdings LLC UNTIMELY filed its opposition to this motion. Still, the Court exercises its discretion to consider the late-filed opposition. (Rancho Mirage Country Club Homeowners Assn. v. Hazelbaker (2016) 2 Cal.App.5th 252, 262 [“[A] trial court has broad discretion to accept or reject late-filed papers.”].)

The Court will proceed to the merits of the motion.

Pursuant to Code of Civil Procedure section 2023.030, “the court, after notice to any affected party, person, or attorney, and after opportunity for hearing, may impose” certain “sanctions against anyone engaging in conduct that is a misuse of the discovery process.” Such misuses include but are not limited to “[f]ailing to respond or to submit to an authorized method of discovery” and “[d]isobeying a court order to provide discovery.” (Code Civ. Proc., § 2023.010(d) and (g).)

Under Code of Civil Procedure section 2023.030(a), the “court may impose a monetary sanction ordering that one engaging in the misuse of the discovery process, or any attorney advising that conduct, or both pay the reasonable expenses, including attorney’s fees, incurred by anyone as a result of that conduct.” (Code Civ. Proc., § 2023.030, subd. (a).)

Under Code of Civil Procedure section 2023.030(d)(1), the court may also “impose a terminating sanction by . . . [a]n order striking out the pleadings or parts of the pleadings of any party engaging in the misuse of the discovery process” or “[a]n order dismissing the action, or any part of the action, of that party.” (Code Civ. Proc., § 2023.030, subd. (d)(1) and (d)(3).)

“A decision to order terminating sanctions should not be made lightly. But where a violation is willful, preceded by a history of abuse, and the evidence shows that less severe sanctions would not produce compliance with the discovery rules, the trial court is justified in imposing the ultimate sanction.” (Moofly Productions, LLC v. Favila (2020) 46 Cal.App.5th 1, 12.)

A party’s repeated failure to “participate in the discovery process” and “failure to pay the monetary sanctions the superior court ordered” constitute grounds for terminating sanctions. (Moofly Productions, LLC v. Favila (2020) 46 Cal.App.5th 1, 12; Liberty Mutual Fire Ins. Co. v. LcL Administrators, Inc. (2008) 163 Cal.App.4th 1093, 1106 [holding the party’s persistent “pattern of failure or refusal to give meaningful responses to discovery” constituted grounds for terminating sanction]; Mileikowsky v. Tenet Healthsystem (2005) 128 Cal.App.4th 262, 280, as modified on denial of reh’g (May 4, 2005) [“Here the record is replete with evidence of Dr.

Mileikowsky’s failures to answer discovery requests despite numerous extensions sought and granted. Time and again, he refused to respond despite the issuance of court orders and monetary sanctions.”].)

Terminating sanctions are inappropriate if the “imposition of a lesser sanction will serve to protect the legitimate interests of the party harmed by the failure to provide discovery.” (Thomas v. Luong (1986) 187 Cal.App.3d 76, 81.) Even so, the trial court has “broad authority to levy the ultimate sanction when prior efforts yielded no results.” (Liberty Mutual Fire Ins. Co. v. LcL Administrators, Inc. (2008) 163 Cal.App.4th 1093, 1105.)

Here, the Court finds that Defendant’s conduct does not constitute grounds for Plaintiffs’ requested sanctions.

In opposition, Defendant contends that the failure to provide discovery responses was based on Defendant’s mistaken belief that the parties had reached a settlement agreement in May of 2025, after participating in serious settlement discussions since early 2025. (ROA 631, Declaration of Lawrence Hoodack, ¶ 6.) This motion was filed on 06/16/2025. Defendant states that after learning that the settlement was called off in November of 2025, Defendant thereafter served verified responses to the outstanding discovery on 12/18/2025. (ROA 631, Declaration of Lawrence Hoodack, ¶¶ 7 and 8, Ex. B.) The Court notes that Defense counsel did not attach Exhibit B to his declaration, showing service of the verified responses.

Although it appears that Defendant is now participating in discovery, Defendant still failed to keep apprised of the happenings in this case and did not timely provide the discovery at issue in the motion.

Given the above, the Court GRANTS Plaintiffs’ request for monetary sanctions in the amount of $994 (2 hours at $450/hour plus $94 for filing fees). Defendant shall provide these sanctions within 30 days of this order.

The Court DENIES the motion as to Plaintiff’s request terminating sanctions.

Defendant is also ORDERED to pay the previously-ordered sanctions within 30 days of this order.

Defendant to give notice.

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Motion 3- Defendant K&A Kingdom Holdings LLC’s Motion to Vacate

Defendant K&A Kingdom Holdings LLC (“Defendant”) moves pursuant to Code of Civil Procedure section 473(b) and 2033.300 for an order vacating the Court’s 04/24/2025 minute order deeming requests for admission admitted by Defendant K&A Kingdom Holdings LLC.

Plaintiffs Joseph Dib and R&R Life is Amazing (“Plaintiffs”) oppose the motion.

Code of Civil Procedure section 2033.300 states:

“(a) A party may withdraw or amend an admission made in response to a request for admission only on leave of court granted after notice to all parties.

(b) The court may permit withdrawal or amendment of an admission only if it determines that the admission was the result of mistake, inadvertence, or excusable neglect, and that the party who obtained the admission will not be substantially prejudiced in maintaining that party's action or defense on the merits.

(c) The court may impose conditions on the granting of the motion that are just, including, but not limited to, the following:

(1) An order that the party who obtained the admission be permitted to pursue additional discovery related to the matter involved in the withdrawn or amended admission.

(2) An order that the costs of any additional discovery be borne in whole or in part by the party withdrawing or amending the admission.” (Code Civ. Proc., § 2033.300.)

“Section 2033.300 eliminates undeserved windfalls obtained through requests for admission and furthers the policy favoring the resolution of lawsuits on the merits. (New Albertsons, Inc. v. Superior Court (2008) 168 Cal.App.4th 1403, 1418 [citing Wilcox v. Birtwhistle (1999) 21 Cal.4th 973, 983, 90 Cal.Rptr.2d 260, 987 P.2d 727 (applying former § 2033, subd. (m)).].)

“The trial court's discretion in ruling on a motion to withdraw or amend an admission is not unlimited, but must be exercised in conformity with the spirit of the law and in a manner that serves the interests of justice.” (New Albertsons, Inc. v. Superior Court (2008) 168 Cal.App.4th 1403, 1420.) “Because the law strongly favors trial and disposition on the merits, any doubts in applying section 2033.300 must be resolved in favor of the party seeking relief.” (Ibid.)

Here, the Court finds that the admissions entered on 04/24/2025 were entered as a result of mistake, inadvertence, or excusable neglect. In particular, the Court finds that Defendant was operating under the mistaken understanding that the parties had reached or were on the brink of reaching a settlement in this case. The Court further finds that Plaintiffs will not be prejudiced by this relief because such relief will allow this case to be resolved on the merits. As caselaw establishes, even where the “record does not clearly establish that the mistake in admitting the matter was inexcusable or show that the withdrawal of the admission would substantially prejudice” party opposing the withdrawal, “the policy in favor of trial on the merits compels the conclusion that the motion to withdraw the admission should be granted.” (New Albertsons, Inc. v.

Superior Court (2008) 168 Cal.App.4th 1403, 1421.)

The Motion is GRANTED.

Plaintiffs’ objections are OVERRULED.

Moving party to give notice.