Interface Rehab, Inc. vs. 4545 Shelley Court Opco, LLC

7. Application for Right to Attach Order/Writ of Attachment 8. Application for Right to Attach Order/Writ of Attachment 9. Application for Right to Attach Order/Writ of Attachment 10. Application for Right to Attach Order/Writ of Attachment 11. Application for Right to Attach Order/Writ of Attachment 12. Application for Right to Attach Order/Writ of Attachment 13. Application for Right to Attach Order/Writ of Attachment 14. Application for Right to Attach Order/Writ of Attachment 15. Application for Right to Attach Order/Writ of Attachment 16. Application for Right to Attach Order/Writ of Attachment 17. Application for Right to Attach Order/Writ of Attachment 18. Application for Right to Attach Order/Writ of Attachment 19. Application for Right to Attach Order/Writ of Attachment 20. Application for Right to Attach Order/Writ of Attachment

Plaintiff Interface Rehab, Inc. has filed applications for the issuance of right to attach orders (RTAO) and writs of attachments (WOA) against the following Defendants in the following amounts pursuant to Code of Civil Procedure section 483.010:

1. 991 Clyde Avenue Opco, LLC (“Clyde”) - $560,905.53 (ROA #74-75); 2. 4545 Shelley Court OPCO, LLC (“Shelley”) - $146,394.22 (ROA #79- 80); 3. 6740 Wilbur Avenue OPCO, LLC d/b/a Park View Nursing and Subacute f/k/a West Valley Subacute and Nursing Center (“Wilbur”) - $319,826.22 (ROA #84-85); 4. S&F Market Street Health Care, LLC d/b/a Windsor Convalescent Center of North Long Beach (“S&F”) - $336,355.78 (ROA #89-90); 5. 1030 Warner Avenue I OPCO LLC d/b/a South Coast Post-Acute (“Warner”) - $493,027.40 (ROA #94-95); 6. Windsor Cheviot Hills, LLC (“Windsor Cheviot”) - $528,964.76 (ROA #99-100); 7. Windsor Country Drive Care Center, LLC (“Windsor Country”) - $403,753.09 (ROA #104-105); 8. Windsor Cypress Gardens Healthcare, LLC (“Windsor Cypress”) - $399,025.23 (ROA #109-110); 9. Windsor El Camino Care Center, LLC (“Windsor El Camino”) - $263,061.43 (ROA #114-115);

10. Windsor Elk Grove Care Center and Rehabilitation, LLC (“Windsor Elk Grove”) - $413,925.72 (ROA #119); 11. Windsor Elmhaven Care Center, LLC (“Windsor Elmhaven”) - $129,108.88 (ROA #124-125); 12. Windsor Hampton Care Center, LLC (“Windsor Hampton”) - $235,810.48 (ROA #129-130); 13. Windsor Hayward Estates (“Windsor Hayward”) - $447,682.89 (ROA #134-135); 14. Windsor Monterey Care Center, LLC (“Windsor Monterey”) - $78,599.35 (ROA #139-140); 15. Windsor Rosewood Care Center, LLC (“Windsor Rosewood”) - $266,975.35 (ROA #144-145); 16.

Windsor Sacramento Estates, LLC (“Windsor Sacramento”) - $36,592.85 (ROA #149-150); 17. Windsor Skyline Care Center (“Windsor Skyline”) - $254,829.37 (ROA #154-155); 18. Windsor Terrace Healthcare, LLC (“Windsor Terrace”) - $533,612.70 (ROA #159-160); 19. Windsor The Ridge Rehabilitation Center, LLC (“Windsor Ridge”) - $269,897.23 (ROA #164-165); and 20. Windsor Vallejo Care Center, LLC (“Windsor Vallejo”) - $639,058.49 (ROA #169-170).

Application no. 10 is DENIED, application nos. 1-2, 4-9, 11-13, and 15- 20 are GRANTED IN PART, and application nos. 3 and 14 are GRANTED, ON THE CONDITION that Plaintiff file an undertaking in the amount of $10,000 as to each application granted. (Code Civ. Proc. §§ 484,090, subd. (a)-(b), 489.210, 489.220.) Within five (5) court days of this ruling, Plaintiff shall submit a Judicial Council form AT-120 for each application granted for the Court’s review and signature.

As a threshold matter, the Court DEEMS AS MOOT Plaintiff’s request for “ex parte” relief in connection with these applications. Although Plaintiff checked the boxes in ¶¶ 1 and 13 for “ex parte” applications when completing Judicial Council form AT-105, Plaintiff also filed and served notices of hearing using Judicial Council form AT-115 for each application. Under CCP section 485.010(a), an RTAO/WOA may be issued “if it appears from facts shown by affidavit that great or irreparable injury would result to the plaintiff if issuance of the order were delayed until the matter could be heard on notice.” (Emphasis added.) Given that the applications and notices of hearing were filed and served on 12/8 to 12/11/2025 and the hearings were originally set for five to six months later on in May and June 2026, Plaintiff does not appear to seek “ex parte” relief.

Under CCP section 484.090, subdivision (a), following a hearing, a court shall issue an RTAO/WOA if it finds all of the following:

(1) The claim upon which the attachment is based is one upon which an attachment may be issued; (2) The plaintiff has established the probable validity of the claim upon which the attachment is based; (3) The attachment is not sought for a purpose other than the recovery on the claim upon which the attachment is based; and (4) The amount to be secured by the attachment is greater than zero.

The plaintiff bears the burden of proving these elements as to its entitlement to the writ of attachment. (Kemp Bros. Construction, Inc. v. Titan Electric Corp. (2007) 146 Cal.App.4th 1474, 1481; Loeb & Loeb v. Beverly Glen Music (1985) 166 Cal.App.3d 1110, 1116.)

1. Type of Claim Subject to Attachment

A claim upon which an attachment may be issued is a claim (1) for money based upon a contract, express or implied, (2) of a fixed or readily ascertainable amount not less than $500, (3) either unsecured, or secured by personal property but not real property (including fixtures), and (4) that is a commercial claim. (CCP, § 483.010; see also Pech v. Morgan (2021) 61 Cal.App.5th 841, 854 [“Provisional relief in the form of an attachment is available for money claims based on breach of contract”].)

Here, given that Plaintiff’s claims are based on payments owed under the parties’ commercial contract and the claims are unsecured, these elements are indisputably met except that Defendants contend that the amount of the claim is not “fixed or readily ascertainable because it is dependent on various adjustments and payments identified in the fee schedule that has not been explained by Plaintiff.” (ROA #248-253, 255 [Opps.] at p. 7.)

To be a “readily ascertainable” amount, the damages need not be liquidated, but they must be “readily ascertainable by reference to the contract and the basis of the computation of damages appears to be reasonable and definite.” (CIT Group/Equipment Financing, Inc. v. Super DVD, Inc. (2004) 115 Cal.App.4th 537, 540, internal quotes omitted.) “[I]t is not necessary that the amount owed appear on the face of the contract”; rather, all that is required is that “the contract sued on must furnish a standard by which the amount due may be clearly ascertained and there must exist a basis upon which the damages can be determined by proof.” (Id., internal quotes omitted.)

Importantly, “uncertainty as to the specific amount of damages is not a basis to deny attachment.” (Id., citing Lewis v. Steifel (1950) 98 Cal.App.2d 648, 650 [“merely because the amount is uncertain ‘consisting of damages to be proven at the trial, is no reason why an attachment may not issue where, as here, such damages are easily ascertainable according to fixed standards supplied by the contract or the law acting upon it’”]; see also Bringas v. Sullivan (1954) 126 Cal.App.2d 693, 699 [same].)

Here, as Defendants acknowledge, the parties’ agreements include a fee schedule. That schedule sets forth the applicable standards by which the amount due may be clearly ascertained. Thus, the contracts sued on furnish the applicable standards for determining the amounts due, and there exists a basis upon which the damages can be determined by proof. Although Defendants dispute the amounts charged by Plaintiff, that creates only uncertainty as to the specific amount of damages, which is not a basis to deny attachment.

Therefore, the Court finds that Plaintiff’s claims are ones upon which an attachment may be issued.

2. Probable Validity

“A claim has ‘probable validity’ if it is more likely than not that the plaintiff will obtain a judgment against the defendant on that claim.” (CCP, § 481.190.) Plaintiff must “at least establish a prima facie case.” (Pech v. Morgan (2021) 61 Cal.App.5th 841, 855.) “The application shall be supported by an affidavit showing that the plaintiff on the facts presented would be entitled to a judgment on the claim upon which the attachment is based.” (CCP, § 484.030.)

The elements to a cause of action for breach of contract are (1) the existence of a contract, (2) the plaintiff’s performance or excuse for nonperformance, (3) the defendant’s breach, and (4) resulting damages. (Oasis West Realty, LLC v. Goldman (2011) 51 Cal.4th 811, 821.)

Here, Plaintiff has satisfied its initial burden to establish a prima facie case for the probable validity of a contract claim as to each of the Defendants involved in these applications. In support of each application, Plaintiff submitted the declaration of its Chief Financial Officer, attaching a copy of the parties’ contract; attesting that Plaintiff performed the contract and attaching copies of monthly invoices Plaintiff sent to Defendants reflecting the work performed and the amount owed; and attesting that Defendant has failed to pay the invoices, which has resulted in damages to Plaintiff.

Defendants nevertheless contend that Plaintiff’s claims lack probable validity based on a single, conclusory statement in the declaration of Katie Jeffrey, the Vice President of Rehab Services of NewGen Administrative Services, an administrative services company that is contracted with Defendants that “Plaintiff was ill-prepared, under-staffed, and under-equipped to adequately provide the services that it promised under the Services Agreement.” (Jeffrey Decls. at ¶ 5.)

A defendant’s opposition must “be accompanied by an affidavit supporting any factual issues raised and points and authorities supporting any legal issue raised.” (CCP, § 484.060, subd. (a).) “The facts stated in each affidavit filed pursuant to this title shall be set forth with particularity.” (CCP, § 482.040.) “[T]he affiant or declarant must show actual, personal knowledge of the relevant facts, rather than the ultimate facts commonly found in pleadings, and such evidence must be admissible and not objectionable.” (Lydig Construction, Inc. v. Martinez Steel Corp. (2015) 234 Cal.App.4th 937, 944.)

“In determining the probable validity of a claim where the defendant makes an appearance, the court must consider the relative merits of the positions of the respective parties and make a determination as to the probable outcome of the litigation.” (Loeb & Loeb, supra, 166 Cal.App.3d at p. 1120; see also Lorber Industries v. Turbulence, Inc. (1985) 175 Cal.App.3d 532, 535 [“Attachment is a prejudgment remedy which requires a court to make a preliminary determination of the merits of a dispute”].)

Here, Jeffrey’s conclusory statement about Plaintiff’ substandard performance is not supported by admissible facts or any documentary evidence showing that Defendants raised such performance issues or otherwise objected to Plaintiff’s invoices at or near the time the services were rendered before the instant action was filed. (See Pech, supra, 61 Cal.App.5th at p. 856 [affirming granting of application for RTAO for a claim based on a legal services fee agreement where “the undisputed evidence proved defendants did not object to a single invoice until after [Plaintiff] had indicated he intended to withdraw as counsel”]; Loeb & Loeb, supra, 166 Cal.App.3d at p. 1120 [finding declarant’s “credibility . . . compromised by his statement that he never received computer print-outs” when “[t]he monthly letters refer to it and he never complained of non-receipt until after this action”].)

Furthermore, as to application nos. 8-20, Jeffrey provides the additional statement that “[d]ue to the ongoing quality of performance, Defendants had to replace and transfer providers in June and July of 2025.” See, e.g., ROA 305 ¶ 6. This addition does not, however, help defendants’ argument. While Jeffrey states it became apparent plaintiff’s services were inadequate in November 2024, she again fails to identify any complaints made about those services and admits defendants continued to receive those services through at least June 2025.

Id. ¶¶ 5-6.

Overall, based on the evidence submitted by both parties, the Court finds that Plaintiff has satisfied its initial burden to establish a prima facie case for the probable validity of its contract claims against Defendants, while Defendants have failed to present sufficient evidence to support a contrary finding.

3. Proper Purpose

Plaintiff adequately supported each application with Vu’s declaration that “[t]he attachment is not sought for a purpose other than the recovery on the claim upon which the attachment is based.” (CCP, § 484.090, subd. (a)(3); Vu Decls., ¶ 18.) Defendants do not contend otherwise. Therefore, this element is indisputably met.

4. Amount to Be Secured by Attachment

The amount to be secured by an attachment is “the amount of the defendant’s indebtedness claimed by the plaintiff.” (CCP, §§ 483.015, subd. (a), 482.110, subd. (a)(1).)

Based on the invoices submitted by Plaintiff in support of its applications, Plaintiff has adequately shown that “[t]he amount to be secured by the attachment is greater than zero.” (CCP, § 484.090, subd. (a)(4).) However, for some of the applications, Plaintiff submitted some incomplete invoices, and for other applications, the sum total of the invoices submitted by Plaintiff does not equal the amount claimed by Plaintiff in its application or the sum total alleged in Vu’s declaration.

More specifically, each of Vu’s supporting declarations in support of Plaintiff’s applications stated a specific amount as the “the sum total owed to Interface by [each] Defendant . . ., exclusive of interest, fees, and costs” “[a]s of June 30, 2025.” (Vu Decls., ¶ 7.) Those amounts match the amounts requested in Plaintiff’s applications.

But Vu’s declarations also purported to attach “as Exhibit ‘2’ . . . true and correct copies of the unpaid and outstanding invoices” for each defendant to support the sum total alleged. (Vu Decls., ¶ 4.) Yet several invoices were incomplete and/or the sum total of the actual invoices do not equal the amount alleged by Vu or requested by Plaintiff.

The below chart summarizes the amount requested by Plaintiff and the amount actually established by Plaintiff’s documentary evidence, and also identifies the date of those invoices that were submitted but incomplete:

Defendant Alleged Sum Total Date of Sum Total of Owed by Defendant Incomplete Complete Exclusive of Invoice(s) Invoices Interest, Fees, and Submitted as Submitted Costs Requested by Part of Vu Decl., Plaintiff Exh. 2

Clyde $560,905.53 2/1/2025, $98,896.91 3/1/2025, 4/1/2025, 5/1/2025

Shelley $146,394.22 $133,785.29 Wilbur $319,826.22 4/1/2025 $321,736.98 S&F Market $336,355.78 $277,526.94 Warner $493,027.40 4/9/2025, $286,800.49 5/1/2025 Windsor $528,964.76 5/6/2025 $432,376.70 Cheviot Windsor $403,753.09 $401,419.07 Country Windsor $399,025.23 2/1/2025, $318,440.16 Cypress 4/1/2025 Windsor El $263,061.43 2/6/2025, $158,125.89 Camino 4/1/2025 Windsor Elk $413,925.72 $411,434.48 Grove Windsor $129,108.88 5/1/2025 $111,519.99 Elmhaven Windsor $235,810.48 3/1/2025 $147,643.89 Hampton Windsor $447,682.89 5/1/2025, $264,823.84 Hayward 4/1/2025 Windsor $78,599.35 4/1/2025 $89,748.06 Monterey Windsor $266,975.35 5/5/2025 $161,977.36 Rosewood Windsor $36,592.85 $36,167.01 Sacramento Windsor $254,829.37 $209,215.81 Skyline Windsor $533,612.70 5/1/2025, $181,842.76 Terrace 31/2025, 2/1/2025, 4/1/2025 Windsor $269,897.23 $268,425.36 Ridge Windsor $639,058.49 $635,317.60 Vallejo

The Court also notes that while “[t]he plaintiff’s application . . . may include an estimate of the costs and allowable attorney’s fees” (CCP, § 482.110, subd. (a); see also CCP, § 483.015, subd. (a)(2)), here, Plaintiff’s application did not request any such amounts (see Pl.’s Apps. at ¶¶ 8.a. & 8.b. [although Judicial Council form provides specific spaces for listing the amount of estimated costs and estimated allowable attorney fees, these spaces were left blank]).

Accordingly, based on the documentary evidence submitted by Plaintiff, the Court GRANTS Plaintiff’s applications for RTAOs and WOAs only in the following amounts:

1. 991 Clyde Avenue Opco, LLC - $98,896.91; 2. 4545 Shelley Court OPCO, LLC - $133,785.29; 3. 6740 Wilbur Avenue OPCO, LLC d/b/a Park View Nursing and Subacute f/k/a West Valley Subacute and Nursing Center - $319,826.22; 4. S&F Market Street Health Care, LLC d/b/a Windsor Convalescent Center of North Long Beach - $277,526.94; 5. 1030 Warner Avenue I OPCO LLC d/b/a South Coast Post-Acute - $286,800.49;

6. Windsor Cheviot Hills, LLC - $432,376.70; 7. Windsor Country Drive Care Center, LLC - $401,419.07; 8. Windsor Cypress Gardens Healthcare, LLC - $318,440.16; 9. Windsor El Camino Care Center, LLC - $158,125.89;

11. Windsor Elmhaven Care Center, LLC - $111,519.99; 12. Windsor Hampton Care Center, LLC - $147,643.89; 13. Windsor Hayward Estates - $264,823.84; 14. Windsor Monterey Care Center, LLC - $78,599.35; 15. Windsor Rosewood Care Center, LLC - $161,977.36; 16. Windsor Sacramento Estates, LLC - $36,167.01; 17. Windsor Skyline Care Center - $209,215.81; 18. Windsor Terrace Healthcare, LLC - $181,842.76; 19. Windsor The Ridge Rehabilitation Center, LLC - $268,425.36; and 20. Windsor Vallejo Care Center, LLC - $635,317.60.

As to application no. 10 (Windsor Elk Grove), plaintiff has filed the application (ROA 119) without a corresponding notice. Defendant asserts the application must be denied based on this procedural defect. ROA 305 § III(A). The Court agrees. The attachment statutes are to be strictly construed, and a notice must accompany the application. CCP § 484.040 (“defendant shall be served with all of the following...notice of application and hearing...”); Pacific Decision Sciences Corp. v. Super. Ct. (2004) 121 Cal.App.4th 1100, 1106 (“[a]ttachment [l]aw statutes are subject to strict construction”). Plaintiff fails to address this challenge in its reply brief. ROA 321. Accordingly, application no. 10 is denied.

5. Undertaking

An undertaking by plaintiff in support of any writ of attachment is mandatory; any writ issued without the required bond or undertaking is void. (CCP, § 489.210; Vershbow v. Reiner (1991) 231 Cal.App.3d 879, 882.)

The amount of the bond is set by statute at $10,000. (CCP, § 489.220, subd. (a).) However, “[i]f, upon objection to the undertaking, the court determines that the probable recovery for wrongful attachment exceeds the amount of the undertaking, it shall order the amount of the undertaking increased to the amount it determines to be the probable recovery for wrongful attachment if it is ultimately determined that the attachment was wrongful.” (CCP, § 489.220, subd. (b).)

Here, Plaintiff’s applications attest that no undertaking has been filed. Defendants’ oppositions request that Plaintiff file an undertaking equal to at least 50% of the amount of the attachment, but Defendants have not even attempted to show what the amount of probable recovery for wrongful attachment is, let alone why it would equal 50% of the amount of the attachment requested by Plaintiff.

Accordingly, Plaintiff must file the statutory minimum $10,000 undertaking as to each application granted before the writ shall issue.

Plaintiff to give notice.