Shahbaz Shahabi v. Shahin Shahabi et al

A. PROCEDURAL MATTER

Plaintiff/Cross-Defendant Shahbaz Shahabi (“Plaintiff”) demurs, pursuant to Code of Civil Procedure section 430.10, subdivision (e) and (f), 2 to the Cross-Complaint of Defendants/Cross-Complainants Shahin Shahabi, Anna Shahabi, and Smith-Anderson Enterprises, Inc. (collectively, “Defendants”). The grounds for the demurrer are that the Cross- Complaint is uncertain, ambiguous, and unintelligible, and the First through Ninth Causes of Action fail to state facts sufficient to constitute a cause of action and are barred by the applicable statutes of limitations under sections 338, subdivision (d) and 340.6, Business & Professions Code section 17208, and Snyder v. California Ins. Guarantee Assn. (2014) 229 Cal.App.4th 1196. (Notice of Demurrer, pp. 1-2.)

B. LEGAL DISCUSSION

The Cross-Complaint alleges nine causes of action. The First through Fourth Causes of Action allege Rescission as to separate contracts—a 10/1/2008 Settlement Agreement, 11/18/2018 Shahin Real Property Agreement, 2/7/2019 Family Real Property Agreement, and 11/19/2018 Falcon One Agreement, respectively. The Fifth Cause of Action asserts Breach of Fiduciary, Sixth Cause of Action asserts Legal Malpractice, Seventh Cause of Action asserts Negligence, Eighth Cause of Action asserts Declaratory Relief, and Ninth Cause of Action asserts Violation of Business and Professions Code section 17200.

1. Statute of Limitations and Delayed Discovery Allegations

Plaintiff represents the applicable statutes of limitations as to each cause of action as follows: 3-4 years for the First through Fourth Causes of Action for Rescission and Breach of Fiduciary Duty, 1 year for Sixth Cause of Action for Legal Malpractice, 2 years for Seventh Cause of Action for Negligence, 4 years for the Ninth Cause of Action for Violation of Business and Professions code section 17200, and 2-4 years for the Eighth Cause of Action which is derivative of the underlying claims’ statutes of limitations. While Plaintiff’s Memorandum provides no discussion of the Fifth Cause of Action for Breach of Fiduciary Duty in its discussion of the statute of limitations, Plaintiff’s Notice of Demurrer cites to section 338, subdivision (d) (i.e., three years) for the Fifth Cause of Action.

Defendants only dispute Plaintiff’s representation of the statute of limitations for the First through Fourth Causes of Action, contending that they are subject to a four-year statute of limitations under section 337, subdivision (c). The Court agrees.

Other than providing the applicable statutes of limitations, Plaintiff provides no discussion or analysis as to the date on which each cause of action accrued, which is necessary to show the causes of action are time barred. Furthermore, Plaintiff fails to address or apply the standard for a defense of statute of limitations on a cross-complaint, which is that the date of the filing of the complaint controls and tolls the statutes. (See Paredes v. Credit Consulting Services, Inc. (2022) 82 Cal.App.5th 410, 429 [“[t]he statute of limitations is not available to plaintiff as to defendants’ counterclaim if the period has not run on it at the time of commencement of plaintiff’s action even though it has run when the counterclaim is pleaded” and this applies to all crossclaims, compulsory or not].) 2 All subsequent statutory references are to the Code of Civil Procedure unless otherwise specified.

Despite Plaintiff’s omissions, Defendants contend that Plaintiff’s position is that the accrual date is the date the subject contracts were executed (between 2008 and 2019). Defendants dispute that position, arguing that the correct accrual date is the date on which Defendants learned of the breach, which they contend is alleged in the Cross-Complaint as no sooner than February 2022.

Where a plaintiff/cross-complainant relies on the “discovery rule” to avoid a statute of limitations defense, the complaint/cross-complaint must specifically plead facts that show (i) the time and manner of discovery, and (ii) plaintiff’s inability to have made an earlier discovery despite reasonable diligence. (Fox v. Ethicon Endo-Surgery, Inc. (2005) 35 C4th 797, 808; E- Fab, Inc. v. Accountants, Inc. Services (2007) 153 CA4th 1308, 1324; Czajkowski v. Haskell & White, LLP (2012) 208 CA4th 166, 174-175.)

Here, Defendants do not cite to, or quote, the Cross-Complaint in support of their contention that February 2022 was the delayed discovery date or date of breach for each cause of action. The Court has reviewed the Cross-Complaint and finds that its only allegation as to February 2022 does not clearly or sufficiently support such contention. (See Cross-Complaint, ¶¶ 25-26.) Moreover, the only dates clearly alleged in the Cross-Complaint for purposes of a statute of limitations analysis are the dates when the subject contracts were executed. As the execution dates were between 2008 and 2019, and the Complaint was filed in December of 2025, all causes of action appear to be time barred.

Thus, the demurrer on the grounds that all causes of action are time-barred is SUSTAINED WITH LEAVE TO AMEND to the extent Defendants can clearly allege facts showing that the dates of breach or the delayed discovery dates of breach are within the statute of limitations.

2. Sufficiency of Allegations Constituting Each Cause of Action

Although the Court need not address this additional ground raised by Plaintiff in light of the finding above, the Court elects to do so, as it finds merit in Plaintiff’s argument. It is the Court’s hope that the analysis set forth below will guide the drafting of Defendants’ First Amended Cross-Complaint.

A complaint must contain “facts constituting the cause of action.” (Code Civ. Proc., § 425.10, subd. (a)(1).) A demurrer is treated as “admitting all material facts properly pleaded, but not contentions, deductions or conclusions of fact or law.” (Blank v. Kirwan (1985) 39 Cal.3d 311, 318.) The Court must “construe the allegations of a complaint liberally in favor of the pleader.” (Skopp v. Weaver (1976) 16 Cal.3d 432, 438.) The Court must also accept as true facts that may be inferred from those expressly alleged. (Cundiff v.

GTE Cal., Inc. (2002) 101 Cal.App.4th 1395, 1405.) Because “[a] demurrer tests only the legal sufficiency of the pleading . . . the question of plaintiff’s ability to prove the [] allegations, or the possible difficulty in making such proof does not concern the reviewing court.” (Comm. on Children’s Television, Inc. v. Gen. Foods Corp. (1983) 35 Cal.3d 197, 213-14.)

i. Rescission (First Through Fourth Causes of Action)

Plaintiff argues that the rescission causes of action fail to state sufficient facts because the Cross-Complaint does not allege that Defendants tendered, or have the ability to restore, the benefits received and, instead the Cross-Complaint alleges ratification of the contract which bars rescission. (Civ. Code, § 1691; Neet v. Holmes (1944) 25 Cal.2d 447; Saret-Cook v. Gilbert, Kelly, Crowley & Jennett (1999) 74 Cal.App.4th 1211; Brahim v. FordMotor Co. (1989) 214 Cal.App.3d 878.) Further, Plaintiff argues that the Cross-Complaint fails to include supporting facts to show how each agreement was entered into by “mistake, duress, menace, fraud, or undue influence.”

Relatedly, Plaintiff argues that the Cross-Complaint is fatally uncertain because it lumps all four contracts, time periods, and theories together without distinguishing which facts apply to which contract, and which conduct supports which claim.

In Opposition, Defendants argue that they need not provide further facts of “mistake, duress, menace, fraud, or undue influence” because undue influence is presumed by Defendants’ alleging that Rules of Professional Conduct, rule 1.8.1 and Probate Code 16004 were violated. Defendants further argue that they need not allege restoration because, based on facts outside the four corners of the Cross-Complaint, Plaintiff provided nothing of independent value for the benefits of the agreements.

As to the restoration argument, none of the authority cited by Plaintiff requires an allegation of tender or restoration to be included in a complaint, and whether or not a party has ratified a contract is a question of fact not proper on demurrer. Civil Code section 1691 provides that “[w]hen notice of rescission has not otherwise been given or an offer to restore the benefits received under the contract has not otherwise been made, the service of a pleading in an action or proceeding that seeks relief based on rescission shall be deemed to be such notice or offer or both.” This supports that no such allegation of restoration must be expressly alleged in the Complaint.

As to Plaintiff’s argument that there are not enough supporting facts alleged, the Court notes that these causes of action contain barebone allegations. Specifically, all four of these causes of action contain the same two substantive paragraphs in the Cross-Complaint: first, that the respective contract “was entered into by mistake, duress, menace, fraud, or undue influence exerted by [Plaintiff] over Shahin”; and, second, that the respective contract “should be rescinded under Cal. Civ. Code § 1689(b).” (Cross-Complaint, 5:4-6:5.) This is uncertain.

Based on the foregoing, the demurrer on the grounds that the First, Second, Third, and Fourth Causes of Action fail to allege facts sufficient to state a cause of action is SUSTAINED WITH LEAVE TO AMEND.

ii. Tort Claims (Fifth Through Seventh Causes of Action)

Plaintiff argues that these causes of action contain legal conclusions without any ultimate facts and that they are duplicative of one another. Specifically, Plaintiff contends the Cross- Complaint fails to plead the scope of representation and engagement as counsel for each of the transactions.

In Opposition, Defendants appear to concede that the basis of all causes of action, including these three tort claims, is “[Plaintiff’s] violations of the Rules of Professional Conduct, made actionable by the Probate Code.”

Defendants’ concession suggests that the Breach of Fiduciary Duty, Legal Malpractice, and Negligence claims are asserted against Plaintiff in his capacity as Defendants’ attorney. This, in turn, suggests that these three causes of action assert the same duty and breach by Plaintiff.

However, duplicative pleading, “if it justifies any judicial intervention at all, is ordinarily dealt with most economically at trial, or on a dispositive motion such as summary judgment.” (Blickman Turkus, LP v. MF Downtown Sunnyvale, LLC (2008) 162 Cal.App.4th 858, 890; R.L. v. Merced City School Dist. (2025) 114 Cal.App.5th 89, 119 [reversing an order sustaining the demurrer and adopting Blickman’s holding that “[r]edundancy, however, is not enumerated as one of the statutory grounds on which a demurrer may be sustained”].)

The Court finds that the Fifth and Sixth Causes of Action contain sufficient ultimate facts. However, the Seventh Cause of Action for Negligence does not. It merely regurgitates the general elements for negligence with no case-specific details as to duty or breach.

Based on the foregoing, the demurrer to the Fifth and Sixth Causes of Action on the ground that they fail to allege facts sufficient to state a cause of action is OVERRULED. The demurrer to the Seventh Cause of Action on that ground is SUSTAINED WITH LEAVE TO AMEND.

iii. Declaratory Relief (Eighth Cause of Action)

Plaintiff argues that, because the other causes of action fail by this demurrer, so too does the declaratory relief cause of action, which is entirely derivative of the other causes of action.

The Court finds that this cause of action is derivative of the First through Fourth Causes of Action for Rescission. (Cross-Complaint, ¶¶ 22-23.) Because the demurrer as to those causes of action has been sustained with leave to amend, the demurrer as to this entirely-derivative cause of action is also SUSTAINED WITH LEAVE TO AMEND.

iv. Business & Professions Code Section 17200 (Ninth Cause of Action)

Plaintiff argues that a claim under this code requires Defendants to allege (1) a violation of a separate law, and (2) that they suffered an injury in fact and a loss of money or property caused by the alleged unfair competition. Plaintiff argues that a violation of Rules of Professional Conduct against attorney self-dealing is not a sufficient predicate violation.

Defendants cite to People ex rel. Herrera v. Stender (2012) 212 Cal.App.4th 614, 632 to support that this cause of action can be based on violations of Rules of Professional Conduct. Moreover, Defendants argue that the cause of action properly alleges they suffered an injury because it alleges: “as a direct result of [Plaintiff’s] business practices, [Defendants] paid money to [Plaintiff].”

In Reply, Plaintiff disputes Defendants’ argument but without citations to any authority.

The Court finds that Stender supports a UCL claim “using violation of the Rules of Professional Conduct as a measure of the unlawful practice” (see id. at 632), and it finds that the Cross-Complaint sufficiently alleges damages.

Based on the foregoing, the demurrer as to the Ninth Cause of Action on the ground that it fails to allege facts sufficient to state a cause of action is OVERRULED.

[2] MOTION TO STRIKE CROSS-COMPLAINT

TENTATIVE RULING: The motion is DENIED.

The moving party failed to include in the notice of this motion proper notice of the Court’s tentative ruling system as required by Local Rule 2.9. Moving party is directed to immediately provide, by telephone call AND email, the missing notice to opposing party/ies forthwith. The requirements for requesting oral argument under Local Rule 2.9 remain in effect. However, the Court may grant belated requests for oral argument or continuance of hearing, made by any party who represents it did not timely receive the required notice, regardless of whether or not moving party is present at the hearing.

Plaintiff and Cross-Defendant Shahbaz Shahabi (“Plaintiff”) moves, pursuant to Code of Civil Procedure sections 435 and 436, 3 for an order striking improper portions of the Cross- Complaint, including seven paragraphs, three causes of action (Second, Third, and Fourth Causes of Action for Rescission of Shahin Real Property Agreement, Family Real Property Agreement, and Falcon One Agreement, respectively), and all references to “Real Property Agreements” and “Falcon One Agreement.” (Notice of Motion, pp. 1-2.) The motion is made on the grounds that the Cross-Complaint improperly injects irrelevant, unrelated, and prejudicial allegations concerning out-of-state contracts that bear no relationship to the claims asserted in the Complaint.

Pursuant to Code of Civil Procedure section 435, “[a]ny party, within the time allowed to respond to a pleading may serve and file a notice of motion to strike the whole or any part thereof . . . .” (§ 435, subd. (b)(1).) The court has authority to “[s]trike out any irrelevant, false, or improper matter inserted in any pleading” and to “[s]trike out all or any part of any pleading not drawn or filed in conformity with the laws of this state, a court rule, or an order of the court.” (Id., at § 436.) On a motion to strike, the court must read the complaint as a whole, considering all parts in their context, and must assume the truth of all well-pleaded allegations. (Courtesy Ambulance Serv. V. Sup. Ct. (1992) 8 Cal.App.4th 1504, 1519.) The court is not concerned with 3 All subsequent statutory references are to the Code of Civil Procedure unless otherwise specified.

whether the plaintiff will be able to prove the facts alleged in the complaint. (Beckwith v. Dahl (2012) 205 Cal.App.4th 1039, 1061.)

As an initial matter, the Motion to strike the Second, Third, and Fourth Causes of Action is DENIED on the grounds that a motion to strike is not the appropriate method for attacking an entire cause of action, as that is the function of a demurrer.

With respect to the remainder of the Motion, Defendants argue in Opposition that the outof-state contracts support his causes of action in the Cross-Complaint and, as alleged in the Cross-Complaint, those contracts are part of the same continuous course of conduct by the same attorney against the same client and they arose from the same attorney-client relationship that produced the Settlement Agreement, which is the subject of the Complaint.

The Court, assuming the truth of all well-pleaded allegations in the Cross-Complaint, as it must, does not find the out-of-state contracts irrelevant or unrelated to the causes of action asserted therein.

Thus, the Motion is DENIED.

In The Matter of Andrew Johannes Spaulding 26CV000480

PETITION FOR CHANGE OF NAME

TENTATIVE RULING: Notice has been properly published and no written objections have been filed. The petition is GRANTED without need for appearance.

Thomas Kensok et al v. Alison A. Barstad 26CV000834

MOTION TO VACATE STAY OF PROCEEDINGS

TENTATIVE RULING: The matter is CONTINUED to July 9, 2026, at 8:30 a.m. in Dept. A to allow Plaintiffs to file and serve, no later than June 25, 2026, proof that they provided State Bar-approved notice, on the State Bar’s mandated form, regarding Defendant’s right to arbitrate fees, pursuant to Business & Professions Code section 6201, subdivision (a), and Rules of State Bar, rule 3.501(B).

Plaintiffs Synergist Law, P.C. and Law Offices Of Thomas Kensok (collectively, “Plaintiffs”) move, pursuant to Business and Professions Code sections 6200-6206 and Code of Civil Procedure section 1281.2, for an order: (1) Overruling Defendant’s Notice of Stay of Proceedings (Judicial Council Form CM-180) filed on May 4, 2026; (2) Vacating any stay of proceedings imposed or claimed; (3) Finding that Defendant Alison A. Barstad waived her right to mandatory fee arbitration by filing her Answer on May 4, 2026, before service of her Request

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