Sonja Becker-Gooch vs Vazquez Ranch LP et al

Case Number

21CV04688

Case Type

Hearing Date / Time

Fri, 05/10/2024 - 10:00

Nature of Proceedings

CMC/Demurrer and Motion to Strike

Tentative Ruling

(1) For all reasons discussed herein, the hearings on the respective and separate demurrers and motions to strike request for attorney’s fees of defendants Nathan Korman, Vasquez Ranch, L.P., and ECR Gaviota, Inc., are each continued to August 9, 2024.

(2) On or before July 8, 2024, defendants Nathan Korman, Vasquez Ranch, L.P., and ECR Gaviota, Inc., shall further meet and confer in good faith with plaintiff Sonja Becker-Gooch either in her self-represented capacity or with new counsel if appropriate, in accordance with this ruling. Further, on or before July 24, 2024,  defendants Nathan Korman, Vasquez Ranch, L.P., and ECR Gaviota, Inc., shall each file and serve individual status reports describing each defendant’s efforts to further meet and confer with plaintiff or plaintiff’s new counsel as ordered herein.

(3) On or before July 24, 2024, and to the extent plaintiff intends to obtain new counsel, plaintiff shall file a status report addressing the status of any efforts by plaintiff to locate new counsel as provided herein.

(4) On or before May 20, 2024, defendant Nathan Korman shall serve notice of this ruling on plaintiff, at all known addresses, and file a proof of service evidencing same.

(5) Also on or before May 20, 2024, defendants Nathan Korman, Vasquez Ranch, L.P., and ECR Gaviota, Inc., shall each file proofs of service demonstrating service of each of their respective demurrers and motions to strike attorney’s fees on plaintiff at all known addresses.

Background: 

In the operative first amended complaint (FAC) filed in this matter on July 28, 2022, plaintiff Sonja Becker-Gooch (Sonja) alleges nine causes of action against defendants Adam Gooch (Adam), Vasquez Ranch, L.P. (Vasquez Ranch), ECR Gaviota, Inc. (ECR), and Nathan Korman (Korman): (1) fraud; (2) constructive fraud; (3) conversion; (4) breach of contract; (5) breach of fiduciary duty; (6) breach of the implied covenant of good faith and fair dealing; (7) unfair competition; (8) violation of Corporations Code section 15904.08; and (9) accounting. (Note: Due to common surnames, the court will refer to certain parties by their first names to avoid confusion. No disrespect is intended.) As alleged in the FAC:

Vasquez Ranch was formed as a partnership on February 28, 2005, pursuant to a partnership agreement entered on April 1, 2005 by Adam and Korman who were each 50 percent partners. (FAC, ¶ 12 & Exh. B.) Vasquez Ranch owns real property consisting of an avocado and lemon farm located at 610 Calle Ecuestre, in Gaviota, California. (Id. at ¶ 2.) ECR is the general partner of Vasquez Ranch. (Id. at ¶ 3.) Adam and Korman are shareholders in ECR. (Id. at ¶¶ 4, 5.) Sonja is the ex-wife of Adam. (Id. at ¶ 1.)

Sonja and Adam legally separated on August 3, 2012. (FAC, ¶ 18.) During the divorce proceedings, Adam induced Sonja to accept 50 percent of Adam’s share in distributions from Vasquez Ranch in lieu of spousal support. (Id. at ¶¶ 19-22.) Adam further represented to Sonja that, as a partner in Vasquez Ranch, she would receive distributions in excess of $150,000 per year. (Id. at ¶ 20.) Korman knew of the obligation to pay distributions to Sonja from 2012 forward. (Id. at ¶ 23.)

Pursuant to a judgment for dissolution entered in  the Superior Court of the County of Los Angeles on February 27, 2020, Sonja was explicitly granted a 25 percent partnership interest in Vasquez Ranch. (FAC, ¶ 1, 24, 26-28.) Vasquez Ranch never paid distributions to Sonja from 2012 forward and instead paid them to Adam. (Id. at ¶¶ 23, 25.) Defendants claim that Vasquez Ranch has not been profitable, notwithstanding that avocado sales have seen record breaking highs, to avoid paying distributions to Sonja and to devalue the company in an effort to buy Sonja out. (Id. at ¶¶ 30-32 & 51-52) Additionally, a forensic accountant hired by Sonja has discovered variances and inconsistencies in the financial statements and income tax returns of Vasquez Ranch including variances in the amounts of distributions to its partners. (Id. at ¶¶ 34-50.)

On August 16, 2022, Korman filed a demurrer to the fourth, fifth, sixth, eighth and ninth causes of action alleged in the FAC on the grounds of uncertainty and that Sonja has failed to state facts sufficient to constitute a cause of action. On the same date, Korman concurrently filed a motion to strike the request for attorneys’ fees alleged in the FAC.

On August 18, 2022, Vasquez Ranch and ECR filed a demurrer to the fourth, fifth, sixth, eighth and ninth causes of action alleged in the FAC on the grounds of uncertainty and that Sonja has failed to state facts sufficient to constitute a cause of action. On the same date, Vasquez Ranch and ECR concurrently filed a motion to strike the request for attorneys’ fees alleged in the FAC.

On September 15, 2022, Adam filed an answer to the FAC generally denying its allegations and asserting thirty-eight affirmative defenses.

Court records reflect that on various dates in November and December 2022, and in February, April, July, and November 2023, Sonja, Korman, Vasquez Ranch, and ECR caused to be filed joint stipulations to postpone the hearings on the demurrers and motions to strike of Korman, Vasquez Ranch, and ECR, due to ongoing settlement discussions and to allow Sonja to review forthcoming discovery responses of Adam and Korman before filing a response to the demurrers and motions to strike. The court accordingly continued the hearing on the demurrers and motions to strike pursuant to the stipulations of the parties. Pursuant to the court’s order dated November 22, 2023 (the November 2023 Order), the hearing on the respective demurrers and motions to strike of Korman, Vasquez Ranch, and ECR were rescheduled to April 5, 2024. (See Nov. 22, 2023, Joint Stipulation and Order Thereon.)

Following entry of the November 2023 Order, Sonja filed and served a substitution of attorney on March 15, 2024, substituting herself for her former legal representative John J. Thyne III. (Mar. 15, 2024, Substitution of Attorney.)

On April 5, 2024, the court entered a Minute Order noting that counsel for Sonja substituted out of this action one week before Sonja’s responses to the demurrers and motions to strike of Korman, Vasquez Ranch, and ECR (collectively, the motions) were due. (Apr. 5, 2024, Minute Order.) Further noting that Sonja did not appear at the April 5, 2024, hearings, the court further continued the hearings on the motions to May 10, 2024. (Ibid.)

Court records further reflect that on April 8, 2024, Korman served notice of the continuance of the hearings on the motions on Sonja and all other parties to this action. The court has no record of Sonja having filed oppositions or any other responses to the motions.

Analysis:

The proofs of service attached to each of the motions demonstrate that counsel for Sonja was served with each of the motions. However, there is no record demonstrating that copies of the motions were provided to or served on Sonja in her self-represented capacity following the filing of the substitution of attorney, either by Sonja’s former counsel or by Korman, Vasquez Ranch, or ECR. The court further notes that the deadline for Sonja to file papers opposing the motions fell less than a week after the substitution of attorney was filed by former counsel for Sonja. (See Code Civ. Proc., § 1005, subd. (b).) Therefore, it is presently unclear whether Sonja received actual notice of the motions or whether and to what extent the substitution of Sonja’s counsel impacted Sonja’s ability to file oppositions or other responses to the motions. Accordingly, there exist due process concerns.

Under the totality of the circumstances present here and considering the policy favoring disposition of disputed matters on their merits, the court will, in the interests of justice and judicial efficiency, further continue the hearings on the motions to August 9, 2024, to allow plaintiff sufficient time to locate new counsel and prepare and file oppositions to the motions. (Bahl v. Bank of America (2001) 89 Cal.App.4th 389, 398-399.) Further, to the extent Sonja intends to but has been unable to secure new counsel sufficiently prior to the continued hearing date, the court will order Sonja to file and serve a status report on or before July 24, 2024, addressing the status of any efforts by Sonja to locate new counsel.

In addition, the court will order Korman, Vasquez Ranch, and ECR to further meet and confer fully and in good faith either with Sonja in her self-represented capacity or with Sonja’s new counsel, if appropriate, to determine whether an agreement can be reached that resolves the objections raised in the motions. (See Code Civ. Proc., § 430.41, subd. (a), & § 435.5, subd. (a).) The meet and confer ordered herein shall conclude on or before July 8, 2024. The court will further order Korman, Vasquez Ranch, and ECR to each file and serve status individual or joint status reports on or before July 24, 2024, describing each party’s efforts to informally resolve the objections raised in each of the motions with either Sonja or with Sonja’s new counsel.

Korman shall serve notice of this ruling on Sonja at all known addresses, and file a proof of service on or before May 20, 2024. Korman, Vasquez Ranch, and ECR shall also each file proofs of service on or before May 20, 2024, demonstrating service of each of their respective motions on Sonja.