Nap Holdings v. China Electronics CA2/8

Filed 7/6/22 Nap Holdings v. China Electronics CA2/8 NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION EIGHT

NAP HOLDINGS, LLC, B315648

Plaintiff and Respondent, (Los Angeles County Super. Ct. No. 21STCV20172) v.

CHINA ELECTRONICS, INC.,

Defendant and Appellant.

APPEAL from an order of the Superior Court of Los Angeles County. Daniel S. Murphy, Judge. Reversed and remanded with directions. Reed Smith, Lorenzo E. Gasparetti, Kasey J. Curtis and Katherine J. Ellena for Defendant and Appellant. Polsinelli, David K. Schultz and Noel S. Cohen for Plaintiff and Respondent.

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Defendant and appellant China Electronics, Inc., appeals from the order denying its motion to compel arbitration of its

contract dispute with plaintiff and respondent Nap Holdings, LLC. We reverse and remand with directions to the superior court to vacate its denial and enter a new order granting the motion to compel arbitration. FACTUAL AND PROCEDURAL BACKGROUND On May 28, 2021, plaintiff filed this action against defendant seeking a declaratory judgment on the question of whether an agreement, bearing the signatures of both parties and an effective date of December 18, 2018, was an enforceable written contract. Plaintiff alleged there had been no mutual consent on all material terms of the agreement and also alleged fraud in the execution of the agreement. In response, defendant filed a motion to compel arbitration. Defendant attached a copy of the December 2018 agreement to its motion. The six-page agreement identified defendant as “lender” and plaintiff as “borrower.” The final page bears the signature of Cherry Miyake, president of defendant, and Ronny Hay, manager of plaintiff. The bottom righthand corner of each page also bears the handwritten initials of both Ms. Miyake and Mr. Hay. The agreement states defendant would lend plaintiff $600,000 which was to be used exclusively by plaintiff to pay for products purchased from a third party identified as Shandong New Beiyang Tech-Info Co., Ltd. (an entity in which Ms. Miyake apparently had an unspecified interest). Repayment of the loan was to begin in March 2019 with full repayment to be made by December 30, 2019. In the event of a breach of the repayment schedule, the outstanding principal would accrue simple interest at the rate of 5 percent per annum. The agreement contains a California choice of law provision, an integration provision and additional provisions not material to this dispute.