Graham, Michael vs. CA Farms, LLC

Case No.: VCU324716 Date: June 11, 2026 Time: 8:30 A.M. Dept. 1-The Honorable David C. Mathias Motion: Motion to Consolidate Tentative Ruling: To grant the motion, except the court does not order joint trial of all matters in issue.

Michael and Cynthia Graham move to consolidate this case and Conterra Agricultural Capital, LLC v. Prosperity Farms, LLC, et al., case no. PCU325122, with this case as the lead case. Code of Civil Procedure section 1048, subdivision (a), states: "When actions involving a common question of law or fact are pending before the court, it may order a joint hearing or trial of any or all the matters in issue in the actions; it may order all the actions consolidated and it may make such orders concerning proceedings therein as may tend to avoid unnecessary costs or delay."

The case was commenced with a "Complaint for Declaratory Relief" filed on August 14, 2025, by the Grahams against CA Farms, LLC (CA Farms); Ron Cook; and Prosperity Farms Ranch 20, LLC (Prosperity R20). In the complaint, the Grahams allege, on information and belief, that CA Farms and Cook were attempting to secure a loan or other financing against real property owned by Prosperity R20 without the Grahams' knowledge or consent. The Grahams seek, amongst other relief, "a declaration that any encumbrance on the Property [in Prosperity R20] without [the Grahams'] consent is invalid and void."

CA Farms filed a cross-complaint on October 7, 2025, asserting, against the Grahams (and also naming Prosperity R20 as a defendant), claims for breach of the Prosperity R20 operating agreement and breach of fiduciary duties allegedly owed by the Grahams as managers of Prosperity R20.

The case that the Grahams seek to consolidate with this case, PCU325122, is, as initiated, a receivership action by Conterra Agricultural Capital, LLC (Conterra), which relates to an approximate $32 million loan Conterra made to Prosperity Farms, LLC (Prosperity) and the Grahams, secured by certain real property of Prosperity. In PCU325122, the Grahams filed, on February 18, 2026, a cross-complaint asserting 17 causes of action and identifying as cross-defendants, amongst others, Ron Cook; CA Farms, LLC; and Prosperity R20.

Most closely related to the Grahams' complaint in this case, the Grahams allege in their cross-complaint that "in June 2025, Mr. Cook had transferred title of [certain identified real property] to [Prosperity R20]," which transfer "was never disclosed to the Grahams"; that "Mr. Cook, through [another entity he allegedly controlled, Corporate America Lending], recorded a Deed of Trust against the [aforementioned real property transferred to Prosperity R20] showing a loan for $2,500,000.00 had been recorded," which "loan was pulled without the Grahams' knowledge or consent"; and that the Grahams "subsequently discovered ... that Mr. Cook assigned the beneficial interest in the loan to [an entity identified as 'SA9 Properties, LLC']."

It is clear that the claims in the Grahams' complaint in this declaratory relief action, and the Grahams' claims concerning the encumbrance of Prosperity R20's property in their PCU325122 cross-complaint, are closely related; and, further, that these claims, the claims in CA Farms's cross-complaint in this case, and the broader claims in the Grahams' PCU325122 cross-complaint, "arise," as the Grahams put it, "from the exact same business relationships, governing documents, real property, and alleged course of conduct"--at least in general terms of the overall business relationship as between the involved parties. Perhaps for this reason, there has been no opposition filed to the Grahams' motion.

Less clear, though, is the connection between Conterra's underlying receivership action (which includes claims for judicial foreclosure and entry of a deficiency judgment). Indeed, the court is somewhat intrigued as to why Grahams did not, instead of filing their cross-complaint in PCU325122, simply seek leave to amend their complaint in this action to assert the claims now contained in that cross-complaint. The declination to do so, unfortunately, leaves this court with the business of deciding how and in what manner to synchronize the related matters of the Grahams' declaratory relief action, CA Farms cross-action, and the Grahams' PCU325122 cross-complaint, without creating confusion in the manner of how Conterra's underlying action in PCU325122 is to proceed.

Presumably in partial acknowledgement of this issue, the Grahams' motion states that they seek consolidation of this case and PCU325122, "specifically as to the Cross-Complaint filed by the Grahams therein." The Grahams request that the Court consolidate the Declaratory Relief and Conterra Action for discovery and trial purposes," meaning, by this, that the court should allow " 'the evidence presented in one case ... to be deemed applicable in the other insofar as it is relevant thereto' while maintaining separate findings and judgments in each case." (The Grahams cite Stubblefield Construction Co. v. City of San Bernardino (1995) 32 Cal.App.4th 687, 701 [38 Cal.Rptr.2d 413], omitting reference to that case's cited quote of McClure v. Donovan (1949) 33 Cal. 2d 717, 721-722 [205 P.2d 17].)

The court would have preferred to see these issues worked out in meaningful meet and confer efforts regarding the manner of how the respective actions should proceed. In any event, though, the court agrees that the cross-complaint in this case, the complaint in PCU325122, and the cross-complaint in PCU325122, should be consolidated for all purposes. It does not, as indicated, however, agree that these matters should be tried jointly with the underlying Conterra action in PCU325122.

As a result, the court grants the Grahams' motion with an exception. As requested, this case and PCU325122 shall be consolidated, with this case designated as the lead case. The court declines, however, to order a joint trial of the original Conterra action with the Grahams' cross-action and declaratory relief action. Conterra's action, on the one hand; and the Grahams' declaratory relief action (along with defendants'/cross-complaints' cross-action) and the Grahams' cross-action in PCU325122, on the other, shall, absent further order to the contrary, be tried separately. Relatedly, the court does not here determine that evidence from the aforementioned related matters is "to be deemed applicable" to Conterra's underlying PCU325122 action.

If no one requests oral argument, under Code of Civil Procedure section 1019.5(a) and California Rules of Court, rule 3.1312(a), no further written order is necessary. The minute order adopting this tentative ruling will become the order of the court and service by the clerk will constitute notice of the order. Court reporters are usually not available for law and motion matters in the civil division. The parties and counsel must provide their own reporter if they want a transcript of the proceedings.

Re: Capital One, N.A. vs. Barnett, David T