East West Bank v. HERBL, Inc., et al
East West Bank v. HERBL, Inc., et al
Case Number
23CV02629
Case Type
Hearing Date / Time
Mon, 05/20/2024 - 10:00
Nature of Proceedings
1) Motion for Right to Attach Order and for Issuance of Writ of Attachment; 2) Motion for Order Authorizing Distribution of Funds to East West Bank; and, 3) Motion to Seal Records
Tentative Ruling
East West Bank v. HERBL, Inc., et al.
Case No. 23CV02629
Hearing Date: May 20, 2024
HEARING: (1) Motion of Claimant Central Coast Agriculture, Inc., for Right to Attach Order and for Issuance of Writ of Attachment
(2) Motion of Receiver Kevin Singer for Order Authorizing Distribution of Funds to East West Bank
(3) Motion of Claimant Central Coast Agriculture, Inc., to Seal Records
ATTORNEYS: For Plaintiff East West Bank: Marshall J. Hogan, Andrew B. Still, Bryce A. Suzuki, Snell & Wilmer L.L.P.
For Defendant HERBL, Inc., and Receiver Kevin Singer: Blake C. Alsbrook, Chase A. Stone, Ervin Cohen & Jessup LLP
For Claimant Central Coast Agriculture, Inc.: Christopher D. Nissen, Adam E. Wayne, Sonia T. Amodeo, Wilson, Elser, Moskowitz, Edelman & Dicker LLP
TENTATIVE RULING:
(1) Themotion of claimant Central Coast Agriculture, Inc., for right to attach order, for issuance of writ of attachment, and for order for attachment lien is denied.
(2) The motion of Receiver Kevin Singer for an order authorizing distribution of funds to plaintiff East West Bank is granted.
(3) The motion of claimant Central Coast Agriculture, Inc., to seal records is granted. The court makes the findings set forth herein. The following documents now lodged provisionally under seal are ordered filed under seal: (i) Memorandum of Points and Authorities in Support of Claimant Central Coast Agriculture, Inc.’s Application for Right to Attach Order and Writ of Attachment and Order Permitting the Creation of Lien, lodged March 8, 2024; (ii) the Declaration of Ryan Keely and Exhibits in Support of Claimant Central Coast Agriculture, Inc.’s Application for Right to Attach Order and Writ of Attachment and Order Permitting the Creation of Lien, lodged March 8, 2024; (iii) the Declaration of Thomas Martin and Exhibits in Support of Claimant Central Coast Agriculture, Inc.’s Application for Right to Attach Order and Writ of Attachment and Order Permitting the Creation of Lien, lodged March 8, 2024; and (iv) the Declaration of Thomas Martin in Support of Defendant/ Cross-Complainant Central Coast’s Motion to File Under Seal, lodged March 8, 2024.
Background:
On June 20, 2023, plaintiff East West Bank (EWB) filed it complaint in this action asserting causes of action for: (1) breach of contract; (2) appointment of receiver; and (3) injunction in aid of receiver. The complaint alleges a loan to defendant HERBL, Inc., (HERBL) documented by a promissory note and secured by all or substantially all of HERBL’s personal property. (Complaint, ¶¶ 5-11.)
On June 26, 2023, EWB filed the stipulation of the parties for the appointment of a receiver and issuance of a preliminary injunction. On June 28, at the ex parte application of EWB on the stipulation, the court entered its order appointing the receiver and issuing the preliminary injunction.
On July 10, 2023, the court confirmed the appointment of Kevin Singer as receiver (Receiver). The written order of the court was entered on July 17.
On March 8, 2024, claimant Central Coast Agriculture, Inc., (CCA) filed two motions set for this hearing: (1) its application for right to attach order and for issuance of writ of attachment (RTAO Motion), including both redacted documents filed in the public record and unredacted documents lodged provisionally under seal; and (2) its motion to seal the documents lodged provisionally under seal (Sealing Motion). The RTAO motion seeks to create a lien on assets of HERBL to secure payment of the final judgment in HERBL, Inc., v. Central Coast Agriculture, Inc., et al., Santa Barbara Superior Court case number 22CV00077, now pending in Department 4 of this court (the CCA Action).
In the CCA Action, HERBL filed the initial complaint on January 10, 2022, asserting a single cause of action for breach of contract against CCA. (Nissen decl., exhibit 29 [CCA Action Minute Order, filed Aug. 12, 2022].) On January 28, 2022, HERBL filed a first amended complaint asserting 11 causes of action. (Ibid.) On March 7, 2022, CCA filed a verified cross-complaint asserting four causes of action against HERBL, including breach of contract. (Ibid.) Also on March 7, 2022, CCA filed an application for right to attach order and for issuance of a writ of attachment. (Ibid.) The application was opposed by HERBL. (Ibid.) On August 22, 2022, the CCA Action court denied the application on the grounds that HERBL did not meet its burden of proof by failing to provide admissible evidence in support of the application. (Ibid.)
Further in the CCA Action, on November 6, 2023, CCA filed a renewed application for right to attach order and for issuance of a writ of attachment. (RTAO Opposition, Request for Judicial Notice, exhibit F.) On December 15, 2023, the CCA Action court denied the application on the grounds that no consent had been given by this court in this receivership action for an attachment.
The RTAO Motion is opposed by the Receiver, which opposition is joined by EWB.
On March 20, 2024, the Receiver filed a motion for issuance of an order authorizing the Receiver to distribute $1.4 million to EWB to partially pay the secured debt (the Distribution Motion). CCA opposes the Distribution Motion.
Analysis:
(1) RTAO Motion
“Upon the filing of the complaint or at any time thereafter, the plaintiff may apply pursuant to this article for a right to attach order and a writ of attachment by filing an application for the order and writ with the court in which the action is brought.” (Code Civ. Proc., § 484.010.) “No writ of attachment shall be issued under this article except after a hearing.” (Code Civ. Proc., § 484.330.)
“At the hearing, the court shall consider the showing made by the parties appearing and shall issue a right to attach order, which shall state the amount to be secured by the attachment determined by the court in accordance with Section 483.015 or 483.020, 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.
“(4) The amount to be secured by the attachment is greater than zero.” (Code Civ. Proc., § 484.090, subd. (a).)
“Whether or not the defendant appears in opposition, the plaintiff has the burden of proving (1) that his claim is one upon which an attachment may be issued and (2) the probable validity of such claim.” (Cal. Law Revision Com. com., West’s Ann. Code Civ. Proc. (2024 ed.) foll. § 484.090; see also Loeb & Loeb v. Beverly Glen Music, Inc. (1985) 166 Cal.App.3d 1110, 1116.) “A claim has ‘probable validity’ where it is more likely than not that the plaintiff will obtain a judgment against the defendant on that claim.” (Code Civ. Proc., § 481.190.)
The Receiver argues that the claim is not one upon which an attachment may be issued because all of the property of HERBL is receivership property that is not subject to attachment without the permission of the court in this action, citing, among other cases, Robbins v. Bueno (1968) 262 Cal.App.2d 79 (Robbins). CCA argues in reply that it has shown entitlement to an attachment and that it files this application in this court to obtain the required permission as well as the underlying right to attach order.
Robbins is instructive. In Robbins, a wife filed for divorce against her husband,
after having recorded a declaration of homestead on a residence the previous day. (Id. at p. 81.) The resulting divorce decree ordered husband to pay child support and alimony. (Ibid.) The residence was found to be the husband’s separate property but was awarded to the wife for life. (Ibid.) In lieu of a grant of specific community property, the wife was awarded a money judgment. (Ibid.) The husband, whose assets were largely outside of California, left the state and ignored the court’s orders. (Ibid.) The court appointed a receiver over all of the husband’s assets in California in an effort to satisfy the court’s orders. (Ibid.) After entry of the divorce decree, the husband confessed a money judgment in favor of his attorney. (Ibid.) The attorney sought to enforce the judgment against the residence. (Ibid.) The attorney also served garnishment by way of execution of this judgment on the receiver, who made a return that he had no funds belonging to the husband. (Ibid.) The wife then sued the attorney to enjoin further efforts to satisfy the judgment at the expense of the homestead or the receivership. (Id. at p. 82.) The trial court entered an order enjoining the attorney from serving any writs of execution or garnishment on the receiver without obtaining permission of the court, and from selling the residence. (Ibid.)
On appeal in Robbins, the attorney argued, among other things, that the judgment was a judicially created interest in the funds of the husband and that the property held in receivership was therefore subject to garnishment. (Robbins, supra, 262 Cal.App.2d at p. 82.) The Robbins court stated:
“Property in the custody of a receiver is generally not subject to garnishment or attachment without the court’s consent. [Citations.] Because the receiver is appointed by the court, he becomes an officer of the court; thus his custody is actually the custody of the court. [Citation.] But when there has been a final determination that a party has a right to a certain share of the funds held by a receiver, the receiver is subject to garnishment by a creditor of the party so entitled after the court has ordered the receiver to pay. [Citations.] [The attorney] attempts to bring himself within the [rule of Dunsmoor v. Furstenfeldt (1891) 88 Cal. 522]; but at the time of the attempted garnishment there was no debt owing to [the
husband] by the receiver which could be subject to garnishment by [the husband’s] judgment creditor.
“If [the attorney’s] judgment had become a lien on [the husband’s] property prior to the lien of the financial provisions of the divorce decree, [the attorney] could not be denied satisfaction notwithstanding the fact that the property to be levied upon is in the custody of the court. [Citation.] … [I]n the present case the receivership would not protect assets against a judgment lien senior to the rights protected by the receivership established by the divorce decree. [Citation.] But [the attorney] obtained his judgment after the appointment of the receiver and after the receiver took possession of [the husband’s] assets. Thus the court was entitled to protect the priority of its judgment, as against the later judgment which [the husband] confessed to [the attorney], by preventing any interference by [the attorney] with any of [the husband’s] assets held by the receiver. This holding applies to [the husband’s] interest in the homestead property as well as to his other property in the receivership. That interest is an asset held in receivership, and it is not impossible for circumstances to arise in which the receiver may be able to sell that interest and apply the proceeds toward [the wife’s] unsatisfied judgment.” (Robbins, supra, 262 Cal.App.2d at pp. 84–85.)
The Robbins court thus distinguished between the underlying right to obtain garnishment applying the law of the execution of judgments (as it existed in 1968) and the rights of a receiver under receivership law to administer the receivership estate under the control of the court without interference.
“The function of the receiver is to aid the court in preserving and managing the property involved in a particular lawsuit for the benefit of those to whom it can ultimately be determined to belong. [Citations.] A receiver is an officer of the court and is subject to the court’s continuing control; a receiver only has those powers granted to it by statute or an order of the court. [Citations.] The receiver, acting for the court, is not the agent of any party but acts for the benefit of all holding an interest in the receivership property.” (City of Sierra Madre v. SunTrust Mortgage, Inc. (2019) 32 Cal.App.5th 648, 656.) “A receiver has the power, with court authorization, to take possession of property, receive rents, collect debts, borrow money, and sell real or personal property in receivership pursuant to court order. [Citations.] The receiver acquires no title in the property but instead acts as an officer of the court, and title remains vested in those persons or entities in whom it was vested when the receiver was appointed.” (Id. at pp. 656-657.)
In appointing and confirming the appointment of the Receiver in this action, the court appointed the Receiver as the receiver over all of the assets of HERBL (the Receivership Estate). (Order, filed June 28, 2023, ¶ 1 (Receivership Order); Order, filed July 17, 2023, ¶ 2 (Confirmation Order).)
The Receivership Order includes the following preliminary injunction:
“Except by leave of this Court, during pendency of the receivership ordered herein,
Defendant and all clients, vendors, and creditors of Defendant, and all others acting on behalf of any such client, vendor, or creditor, including sheriffs, marshals, other officers, deputies, servants, agents, employees, and attorneys, aside from the Receiver, are hereby stayed from taking any action to establish or enforce any claim, right, or interest for, against, on behalf of, in, or in the name of, Defendant, any of their partnerships or entities, or the Receiver or the Receiver’s duly authorized agents acting in their capacities as such, including, but not limited to, the following actions:
“a. Commencing, prosecuting, continuing, entering, or enforcing any suit or proceeding, except that such actions may be filed to toll any applicable statute of limitations.
“b. Accelerating the due date of any obligation or claimed obligation; filing or enforcing any lien; taking or attempting to take possession, custody or control of any asset subject to the receivership; attempting to foreclose, forfeit, alter or terminate any interest in any asset, whether such acts are part of a judicial proceeding or are acts of self-help or otherwise.
“c. Executing, issuing, serving or causing the execution, issuance or service of, any legal process, including, but not limited to, attachments, garnishments, subpoenas, writs of replevin, writs of execution, or any other form of process whether specified in this order or not;
“d. Doing any act or thing whatsoever to interfere with Receiver taking
custody, control, possession, or management of the receivership assets or documents, or to harass or interfere with Receiver in any way, or to interfere in any manner with the exclusive jurisdiction of this Court over Defendant’s business.” (Receivership Order, ¶ 14.)
The Receivership Order contemplates preventing interference with the orderly administration of the receivership estate by post-receivership enforcement of a judgment or attachment against the receivership estate. In the context of CCA’s motion, the court must first determine whether the balance of equities supports granting CCA consent to obtain an attachment lien against receivership property. Robbins also addresses that issue:
“That is not to say that the court could arbitrarily refuse permission for a junior lienor to seek satisfaction out of receivership assets; the granting or withholding of leave to sue a receiver or otherwise proceed against assets in his custody lies within the sound discretion of the appointing court. It would be an abuse of discretion to withhold consent in the face of a showing that the receiver held more assets than was reasonably necessary to satisfy the prior judgment. Appellant has not attempted to make such a showing here; indeed it is unlikely that he could do so, as the assets held in receivership do not appear to be adequate to carry out the financial provisions of the divorce decree.” (Robbins, supra, 262 Cal.App.2d at pp. 85–86.)
Here, the situation is far different from that contemplated by Robbins as appropriate for permitting the imposition of an attachment lien. Unlike the facts of Robbins, there is no final judgment in favor of CCA that CCA seeks to satisfy. Instead, CCA seeks provisional relief based upon the expectation of success on the merits of its claim.
“Attachment is an ancillary or provisional remedy to aid in the collection of a money demand by seizure of property in advance of trial and judgment.” (Rreef America Reit II Corp, YYYY v. Samsara Inc. (2023) 91 Cal.App.5th 609, 616–617, citations and internal quotation marks omitted.) “A levy on property under a writ of attachment creates an attachment lien on the property from the time of levy until the expiration of the time provided by Section 488.510.” (Code Civ. Proc., § 488.500, subd. (a).)
Because there has been no levy on property under a writ of attachment, no attachment lien has yet been created. However, as the evidence indicates (and is the subject of further discussion, below, in the context of the Distribution Motion), EWB has perfected a security interest in all of HERBL’s personal property (now collectively constituting the receivership estate). (Bonomo decl., dated June 16, 2023, ¶¶ 4-8 & exhibits 1-4 [included in exhibit 3 to the Alsbrook decl.].) If CCA were granted the attachment lien it seeks in this motion, CCA would become a “lien creditor” under the Uniform Commercial Code-Secured Transactions (UCC). (Cal. U. Com. Code, § 9102, subd. (a)(52)(A)(i).) As between EWB’s perfected security interest and this requested attachment lien, on the evidence now before the court, EWB’s security interest would have priority because CCA would not have become a lien creditor before the perfection of EWB’s security interest. (Cal. U. Com. Code, §§ 9317, subd. (a)(2), 9322, subd. (a).)
According to CCA, there is a substantial likelihood that if CCA is forced to wait to obtain a judgment against HERBL in the CCA Action, HERBL will have divested all of its assets and be unable to pay that judgment. (Martin decl., dated Feb. 9, 2024, ¶ 34.) Because all of HERBL’s assets are in the receivership estate, all of these assets are within the control of the court and may not be distributed without court approval. Thus, the divestiture of assets that forms the basis of CCA’s concerns ultimately is that these assets will be paid to administer the receivership estate or paid to EWB as a creditor with higher priority than to CCA. Since the evidence is that payments with higher priority than to CCA will exhaust the receivership estate, the attachment lien sought here would have no practical effect except to hamper the administration of the estate by the intrusion of a subordinate lien on likely nonexistent excess assets.
Based upon the evidence presented, the court determines to exercise its discretion not to grant its consent to permit attachment of any assets of the receivership estate. By withholding its consent to permit attachment of receivership assets, the court finds that claim upon which the attachment is based is not one upon which an attachment may be issued. Therefore, the application for right to attach order, for issuance of a writ of attachment, and for an order for an attachment lien will be denied.
(2) Distribution Motion
The Receiver moves for an order authorizing the distribution of $1,400,000 to EWB in order to pay down the first priority debt to EWB.
In support of this motion, the Receiver provides evidence that HERBL owed to EWB no less than $2,491,169 as of June 26, 2023, with interest continuing to accrue. (Bonomo decl., ¶ 31 & exhibit 14.) The evidence further shows that this debt is secured by a perfected security interest in all of HERBL’s personal property, whether then owned or thereafter acquired. (Bonomo decl., ¶¶ 4-7 & exhibits 1-3.) Because the security interest was perfected by the filing of a UCC-1 financing statement on March 29, 2022, and there are no known currently-effective prior security interests, this security interest is first in priority over any subsequent security interests and over unsecured claims. (See Bonomo decl., ¶ 8; Singer decl., ¶ 5.) The Receiver also presents evidence that after the sale of HERBL assets, the Receiver has accumulated approximately $1,625,000 for the receivership estate. (Singer decl., ¶ 4.) The Receiver seeks an order authorizing it to continue to hold a reasonable reserve for the payment of costs of administration of $225,000 and to distribute the remaining $1,400,000.
CCA opposes the Distribution Motion. CCA argues that it seeks an attachment lien to preserve the status quo until final judgment in the CCA Action, which CCA argues in the RTAO Motion would result in a favorable judgment to it in a principal amount of at least $6,624,481.52 (plus costs and attorney fees).
“The receiver has, under the control of the Court, power to bring and defend actions in his own name, as receiver; to take and keep possession of the property, to receive rents, collect debts, to compound for and compromise the same, to make transfers, and generally to do such acts respecting the property as the Court may authorize.” (Code Civ. Proc., § 568.)
“[T]the main function of the court is to manage or dispose of the estate in the best manner possible and for the best interest of the parties concerned.” (Lesser & Son v. Seymour (1950) 35 Cal.2d 494, 499.) “While the receiver functions as the owner, he is also the representative of the court and holds the property ‘for the benefit of ... creditors and others in whose favor claims might exist or arise against the estate in receivership.’ [Citation.] It stands to reason that all creditors, whether their status is contingent or fixed, have a right to be heard concerning distribution and apportionment of receivership funds.” (Vitug v. Griffin (1989) 214 Cal.App.3d 488, 496.) With respect to competing claims against receivership funds, the Receiver, and ultimately the court, considers the relative priorities of the claimants in distributing funds from the receivership estate. (See In re Pacific Coast Building-Loan Ass’n of Los Angeles (1940) 15 Cal.2d 134, 146–147; Lovett v. Point Loma Development Corp. (1968) 266 Cal.App.2d 70, 74–75.)
The court’s order of appointment of the Receiver, which has not been challenged by CCA, provides the following:
“Upon a sale of assets pursuant to the immediately preceding paragraph, the Receiver shall disburse, or if appropriate, instruct escrow to distribute all net funds resulting from said sale(s) as follows:
“(i) First to the payment of all fees and expenses incurred by the Receiver and its professionals in managing the Receivership Estate;
“(ii) Second to the expenses of administering the receivership;
“(iii) Third to the payment of Plaintiff’s claim;
“(iv) Fourth to the payment of any taxes which, if not paid, would form the basis for a lien on the Receivership Estate; and
“(v) The remainder to be held by the Receiver until further order of this
Court in an interest-bearing segregated account with all liens attaching to those
funds in the priority in which they are entitled to be paid. However, the Receiver,
at any time, may use these segregated funds to pay any taxes, fines, fees or other
governmental agency costs or assessments attributable to the Property as they
become due.” (Receivership Order, ¶ 3(y).)
This order is consistent with California statutory law. “[A] receiver ‘ “takes the property cum onere, in the plight and condition existing at the time of [the receiver’s] appointment, subject to all liens and equities.” ’ [Citation.]” (County of Sonoma v. Quail (2020) 56 Cal.App.5th 657, 675.)
“Except as otherwise provided in this code, a security agreement is effective according to its terms between the parties, against purchasers of the collateral, and against creditors.” (Cal. U. Com. Code, § 9201, subd. (a).)
“Except as otherwise provided in this section, priority among conflicting security interests and agricultural liens in the same collateral is determined according to the following rules:
“(1) Conflicting perfected security interests and agricultural liens rank according to priority in time of filing or perfection. Priority dates from the earlier of the time a filing covering the collateral is first made or the security interest or agricultural lien is first perfected, if there is no period thereafter when there is neither filing nor perfection.
“(2) A perfected security interest or agricultural lien has priority over a conflicting unperfected security interest or agricultural lien.
“(3) The first security interest or agricultural lien to attach or become effective has priority if conflicting security interests and agricultural liens are unperfected.” (Cal. U. Com. Code, § 9322, subd. (a).)
While CCA argues in the context of its RTAO Motion that it should be entitled to an attachment lien, the court determines not to grant CCA leave to seek attachment. As discussed above, such an attachment lien would in any case be subordinate to the first priority lien of EWB and CCA does not present evidence otherwise. For the same reason, even if an attachment lien were to have been granted, EWB’s claim (which is not substantively contested by CCA) is subject to a higher priority in payment that CCA’s claim. The existence or amount of CCA’s claim, as asserted in its RTAO Motion, therefore is not a basis for denying the present requested payment of receivership funds against that higher priority claim. Accordingly, the court will grant the Distribution Motion.
(3) Requests for Judicial Notice
In support of the RTAO Motion, CCA requests that the court take judicial notice of: (1) the minute order, dated August 12, 2022, in the CCA Action; and (2) the complaint filed in this action.
In support of the opposition to the RTAO Motion, the Receiver requests that the court take judicial notice of: (A) CCA’s Application for Right to Attach Order and Issuance of Writ of Attachment, filed March 7, 2022, in the CCA Action; (B) HERBL’s opposition to that application, filed August 5, 2022, in the CCA Action; (C) the August 12, 2022, minute order in the CCA Action; (D) CCA’s Memorandum of Points and Authorities in Support of Renewed Writ of Attachment and Order Permitting the Creation of Lien, filed on November 6, 2023, in the CCA Action; (E) the Receiver’s Opposition to Renewed Application, filed on December 6, 2023, in the CCA Action; and (F) the Order Denying CCA’s Renewed Application for Right to Attach Order and Issuance of Writ of Attachment, entered on December 15, 2023, in the CCA Action.
In opposition to the Distribution Motion, CCA requests that the court take judicial notice of its notice and application, memorandum in support, and declarations of Thomas Martin, Ryan Keely, and Christopher D. Nissen, each filed in support of the RTAO Motion.
The court grants these requests for judicial notice of court records. (See Evid. Code, § 452, subd. (d)(1).) Judicial notice does not extend to the truth of factual matters set for the in court records. (Steed v. Department of Consumer Affairs (2012) 204 Cal.App.4th 112, 120.)
(4) Sealing Motion
CCA moves to seal portions of documents now lodged provisionally under seal.
“Unless confidentiality is required by law, court records are presumed to be open.” (Cal. Rules of Court, rule 2.550(c).) “The court may order that a record be filed under seal only if it expressly finds facts that establish:
“(1) There exists an overriding interest that overcomes the right of public access to the record;
“(2) The overriding interest supports sealing the record;
“(3) A substantial probability exists that the overriding interest will be prejudiced if the record is not sealed;
“(4) The proposed sealing is narrowly tailored; and
“(5) No less restrictive means exist to achieve the overriding interest.” (Cal. Rules of Court, rule 2.550(d).)
CCA has presented evidence that the matters to be sealed constitute confidential business information, the public disclosure of which would place CCA at a competitive disadvantage. (Martin decl. re Sealing Motion, ¶¶ 3-6.) The court has reviewed the records for which sealing is requested. The court finds that the need for confidentiality constitutes an overriding interest that overcomes the right of public access to the records. Moreover, the competitive business interest in confidentiality constitutes an overriding interest that supports sealing these records. Under the evidence presented, a substantial probability exists that the overriding interest will be prejudiced if the record is not sealed by placing CCA at a competitive disadvantage.
The court finds that the proposed sealing is narrowly tailored. CCA has redacted only specific confidential information identified in its motion and had not redacted non-confidential information. The court also finds that no less restrictive means exist to achieve the overriding interest.
Based upon a review of the records to be sealed and the evidence presented, the court finds that CCA has met its burden to show each of the factors set forth in California Rules of Court, rule 2.550(d). CCA’s motion to seal will be granted.
(Note: One of the documents for which sealing is requested is the “Declaration of Ryan Keely.” That declaration states that the name of the declarant is actually Keely Ryan. The court refers to that document by its title to avoid confusion with the docket notwithstanding the erroneous reversal of the declarant’s names.)