Sonja Becker-Gooch vs Vazquez Ranch LP et al

Case Number

21CV04688

Case Type

Hearing Date / Time

Fri, 08/09/2024 - 10:00

Nature of Proceedings

CMC; (2) Demurrers and (2) Motions to Strike

Tentative Ruling

1) Plaintiff, counsel for Nathan Korman, and counsel for Vasquez Ranch, L.P. and ECR Gaviota, Inc. are ordered to appear at the hearing, on August 9, 2024, at 10:00 a.m., either in person or remotely, and be prepared to explain why they did not fully comply with the court’s order of May 10, 2024

(2) The hearings on the demurrers and motions to strike request for attorney’s fees of defendants Nathan Korman, Vasquez Ranch, L.P., and ECR Gaviota, Inc., are continued to September 6, 2024.

(3) On or before August 16, 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. Further, on or before August 23, 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.

(3) On or before August 23, 2024, plaintiff shall file a status report addressing the status of any efforts by plaintiff to locate new counsel.

(4) On or before August 12, 2024, defendant Nathan Korman shall serve notice of this ruling on plaintiff, at all known addresses, and file a proof of service evidencing same.

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.

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 were due. 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.

Analysis:

On May 10, 2024, the court made the following rulings:

“(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.”

On May 13, 2024, Korman, Vasquez Ranch, and ECR filed proofs of service of their demurrers and their motions to strike. However, none of the parties filed status reports as ordered. The court has no information regarding whether the further meet and confer took place, whether any of the issues have been resolved or narrowed, or whether plaintiff has attempted to retain new counsel.

“A judicial officer shall have the power to impose reasonable money sanctions, not to exceed fifteen hundred dollars ($1,500), notwithstanding any other provision of law, payable to the court, for any violation of a lawful court order by a person, done without good cause or substantial justification.” (Code Civ. Proc., § 177.5.)

Plaintiff, Korman, Vasquez Ranch, and ECR have all violated the May 10, 2024 order. As such, the court will, at this time, order them to appear at the hearing and explain why the order was not complied with. The hearing on the demurrers and motions to strike will again be continued.

Should plaintiff or counsel fail to comply with this ruling, the court will set an order to show cause as to why sanctions in the amount of $1,500.00 should not be imposed against each of them.