Casa Verde Capital LP et al vs Andrew Nash et al

Case Number

24CV02541

Case Type

Hearing Date / Time

Fri, 09/20/2024 - 10:00

Nature of Proceedings

Motion: Leave

Tentative Ruling

For the reasons set forth herein, Planet 13 Holdings Inc.’s motion for leave to intervene is granted. Planet 13 Holdings Inc. shall separately file and serve its complaint in intervention no later than September 30, 2024.

Background: 

This action commenced on May 7, 2024, by the filing of the complaint by plaintiffs Casa Verde Capital, L.P. and Casa Verde Capital EF, L.P. (collectively “Casa Verde”) against defendants Andrew Nash (“Andrew”), Jaime Nash (“Jaime”), Camden Financial Group, LLC (“Camden”), and El Capitan Advisors, Inc. (“El Capitan”) for violation of Civil Code section 3439.04(a)(1). (Note: due to common surnames Andrew Nash and Jaime Nash will be referred to by their given names to avoid confusion. No disrespect is intended.)

As alleged in the complaint:

Casa Verde operates a venture capital firm that invests and partners with cannabis and related startup ventures. (Complaint, ¶ 12.) Andrew owned and controlled El Capitan. (Id. at ¶ 13.) In June 2018, Casa Verde became initial investors in El Capitan by acquiring 1,000,000 shares of series seed preferred stock. (Id. at ¶¶ 14, 15.)

In early 2023, Casa Verde and El Capitan entered into an agreement for El Capitan to acquire Casa Verde’s shares of El Capitan (the “agreement”). (Complaint, ¶ 17.) The agreement required El Capitan to make payments to Casa Verde, which they failed to make, thus breaching the agreement. (Id. at ¶¶ 18, 19.)

As a result of the breach of the agreement, Casa Verde filed suit against El Capitan in Los Angeles County Superior Court, which resulted in judgment in favor of Casa Verde and against El Capitan in the original amount of $35,714,167.12. (Complaint, ¶¶ 20, 21 & Exh. A.) El Capitan has not voluntarily satisfied the judgment and Casa Verde has taken steps to enforce and collect on the judgment. (Id. at ¶ 22.)

On June 27, 2022, El Capitan acquired real property located at 210 Las Palmas Drive, Santa Barbara (“Las Palmas”) for $4,600,000, free and clear of liens. (Complaint, ¶¶ 23, 24.) Even though paid for by El Capitan, Las Palmas was vested in “Jamie Nash and Andrew Nash, wife and husband as joint tenants.” (Id. at ¶ 25 & Exh. B.)

On August 16, 2022, Andrew and Jamie transferred title of Las Palmas to “Jamie Nida Nash and Andrew Daniel Nash, as co-trustees of the Nash Living Trust established August 12, 2022.” (Compliant, ¶ 26 & Exh. C.)

On February 14, 2024, Andrew and Jaimie transferred title of Las Palmas to “Jaime Nida Nash, a married woman as her sole and separate property.” (Complaint, ¶ 27 & Exh. D.)

Andrew owned and controlled Camden and, from January 1, 2021, to the present, El Capitan transferred “at least several hundred thousand dollars” to Andrew, Jamie, and Camden. (Complaint, ¶¶ 30, 31, 32, 33.)

On August 8, 2024, Jaimie filed a cross-complaint against Casa Verde, Karan Wadhera, Andrew, and Camden setting forth causes of action for fraud, and indemnity and contribution. On August 22, 2024, Jamie filed a first amended cross-complaint and, on September 11, 2024, she filed her second amended cross-complaint (“SACC”). As relevant to the present motion, the SACC alleges that there are related cases including: (1) Planet 13 Holdings Inc. v. El Capitan Advisors Inc., Los Angeles County Superior Court Case No. 24SMCV0036 (“Planet 13 action”), and (2) Casa Verde Capital, L.P., et al. v. El Capitan Advisors, Inc., Los Angeles County Superior Court Case No. 23SMCV02143. (SACC, ¶ 13.)

Planet 13 Holdings, Inc. (“Planet 13”) now moves for leave to intervene in the present action arguing that Andrew and Jamie stole millions of dollars from Planet 13 and used a portion of the stolen money to fund the purchase of Las Palmas. As such, Planet 13 claims an interest in the disposition of Las Palmas and the outcome of the present action.

On September 9, 2024, Casa Verde filed a “response” to Planet 13’s motion for leave to intervene, acknowledging that Planet 13 does “assert an interest” in Las Palmas, which is one of the subjects of the present action.

On September 13, 2024, Jamie filed a non-opposition to Planet 13’s motion for leave to intervene.

No party has filed opposition to the motion.

Analysis:

“(1) The court shall, upon timely application, permit a nonparty to intervene in the action or proceeding if either of the following conditions is satisfied:

“(A) A provision of law confers an unconditional right to intervene.

“(B) The person seeking intervention claims an interest relating to the property or transaction that is the subject of the action and that person is so situated that the disposition of the action may impair or impede that person’s ability to protect that interest, unless that person’s interest is adequately represented by one or more of the existing parties.

“(2) The court may, upon timely application, permit a nonparty to intervene in the action or proceeding if the person has an interest in the matter in litigation, or in the success of either of the parties, or an interest against both.” (Code Civ. Proc., § 387, subd. (d).)

“In addition to the statutory limitation on the time of intervention, it is the general rule that a right to intervene should be asserted within a Reasonable time and that the intervener must not be guilty of an Unreasonable delay after knowledge of the suit. [¶] The main purpose of intervention is to obviate delay and multiplicity of actions. [Citation.] It is also the general rule that an intervention will not be allowed when it would retard the principal suit, or require a reopening of the case for further evidence, or delay the trial of the action, or change the position of the original parties. [Citation.]” (Sanders v. Pacific Gas & Elec. Co. (1975) 53 Cal.App.3d 661, 668-669.)

“Not every interest in the outcome of litigation gives to its possessor the right to intervene in the lawsuit. “ ‘The interest . . . must be direct and not consequential, and it must be an interest which is proper to be determined in the action in which the intervention is sought.’ ” [Citation.]” (Continental Vinyl Products Corp. v. Mead Corp. (1972) 27 Cal.App.3d 543, 549.) “A person has a direct interest justifying intervention in litigation where the judgment in the action of itself adds to or detracts from his legal rights without reference to rights and duties not involved in the litigation.” (Ibid.)

Planet 13 has, as Exhibit A to the declaration of Matthew E. Lewitz, provided the court with a copy of its proposed complaint in intervention (“CII”). The CII names Andrew, Jamie, El Capitan, and Camden as defendants.

Planet 13 alleges that it is the victim of a $16,500,000 fraud perpetrated by defendants, for which they filed a lawsuit in Los Angeles County. (CII, ¶ 1.) Defendants used the money stolen from Planet 13 to purchase Las Palmas. (Id. at  3.)

On February 16, 2024, the judge presiding over the Los Angeles Action appointed a special-purpose receiver for the limited purpose of investigating, tracing, and reporting on the location, disposition, and transactions related to Planet 13’s assets that were managed by El Capitan. (CII, ¶ 30.) The Receiver’s first, second, and third reports and accounting discussed, among other things, the purchase of Las Palmas. (Id. at ¶ 31 & Exhs. 4, 5, 6.) The receiver determined that the money used to purchase Las Palmas was diverted by defendants from Planet 13’s 4664 WAB account. (Id. at ¶ 32.)

Here, Planet 13’s motion to intervene is timely and they have provided sufficient evidence showing a protectable interest in this action, have demonstrated that the disposition of this action may impair or impede Planet 13’s ability to protect their interest if they are not allowed to intervene, and have demonstrated that its interests are not adequately represented by any of the existing parties.

The motion for leave to intervene will be granted.