Joshua Armel v. One Key LLC, et al.

Case Number

25CV03512

Case Type

Hearing Date / Time

Wed, 12/10/2025 - 10:00

Nature of Proceedings

Motion of Defendants One Key LLC, Maksim Anatolyevich Mironov, and Anton Mironov for Reconsideration to Correct or Set Aside Order Regarding Acceleration of Loan Balances

Tentative Ruling

For Plaintiff Joshua Armel as Trustee of the Forge Trust Co. Joseph A. Armel

Decedent CFBO Revocable Living Trust of Joseph Armel: Jared M. Katz, Parker W. Johnson, Mullen & Henzell

For Defendants One Key LLC, Maksim Anatolyevich Mironov, and Anton Mironov: John J. Thyne III, Thyne Taylor Fox Howard LLP

Receiver: Kevin Singer

                      

RULING

For the reasons set forth herein, the motion is granted. The order of November 12, 2025, is modified to reflect the wording of the tentative ruling that was posted prior to the November 12, 2025, hearing. Specifically, subdivision 2c is modified to state:

“As an interim order, Kevin Singer will remain as Receiver, but his powers shall be modified as follows:

“Defendants shall pay to Receiver the outstanding loan payments, and additional amounts as they become due, and Receiver shall treat the funds as receivership property.

“Upon receiving the initial payment, the receiver shall release possession and control of the subject properties to Defendants, including property assets, rents, revenue, etc. related thereto.

“Receiver, to the extent he has possession of any, shall also, upon receiving the initial payment, turn over to Defendants’ possession of all records, books of account, ledgers, and all other documents and papers pertaining to the operation of the properties.

“Receivership fees are, at least temporarily, to be paid from the loan payments, and are subject to allocation or reallocation at any later time by order of the Court.”

Application of the acceleration clause is revoked. Defendants shall pay the outstanding amounts due, meaning all unpaid principal and interest that has accrued through the date of payment, and thereafter make additional payments as they become due.

The remainder of the November 12, 2025, order remains valid and enforceable.

Background

This action commenced on June 5, 2025, by the filing of the complaint by Plaintiff Joshua Armel as Trustee of the Forge Trust Co. Joseph A. Armel Decedent CFBO Revocable Living Trust of Joseph Armel (Plaintiff) against Defendants One Key LLC (One Key), Maksim Anatolyevich Mironov (Maksim), and Anton Mironov (Anton) (collectively “Defendants”) for: (1) breach of contract – specific performance, (2) appointment of receiver, (3) breach of contract – monetary damages, (4) enforcement of personal guarantee, and (5) common count – money lent and received. (Note: Due to common surnames, Maksim and Anton will be referred to by their given names for clarity. No disrespect is intended.)

As alleged in the complaint:

From November 9, 2021 to July 11, 2024, Plaintiff and Defendants entered into a series of loans secured by the real property located at: (1) 316 W. Pedregosa St., Santa Barbara (the “Pedregosa Property”), (2) 419 Transfer Ave., Santa Barbara (the “Transfer Property”), (3) 1524 State St., Santa Barbara (the “State Property”), (4) 812 Jennings Ave., Santa Barbara (the “Jennings Property”), and (5) 136 Haley St., Santa Barbara (the “Haley Property”). (Compl., ¶ 10 & Exhs. A-E.)

On November 9, 2021, One Key, with Maksim acting as “owner/manager,” made, executed, and delivered to Plaintiff a written promissory note in the sum of $500,000.00 (the “11/9/2021 note”). (Compl., ¶ 13 & Exh. F.) Maksim is the guarantor of the 11/9/2021 note. (Ibid.)

On February 11, 2023, the 11/9/2021 note was modified to lower the applicable interest rate and monthly payments due. (Compl., ¶ 14 & Exh. G.) To secure payment on the 11/9/2021 note, One Key and Maksim made, executed, and delivered to Plaintiff, as beneficiary, a deed of trust, conveying to Fidelity National Title Company as trustee, the Pedregosa Property, the Transfer Property, the State Property, and the Jennings Property. (Id. at ¶ 15 & Exh. H.) Plaintiff is, and at all relevant to this action was, the lawful owner and holder of the 11/9/2021 note and holds a beneficial interest under the deed of trust. (Id. at ¶ 16.)

On November 22, 2021, One Key, with Maksim acting as “owner/manager,” made, executed, and delivered to Plaintiff a written promissory note in the sum of $600,000.00 (the “11/22/2021 note”). (Compl., ¶ 19 & Exh. I.) Maksim is the guarantor of the 11/22/2021 note. (Ibid.)

On February 11, 2023, the 11/22/2021 note was modified to lower the applicable interest rate and monthly payments due. (Compl., ¶ 20 & Exh. J.) To secure payment on the 11/22/2021 note, One Key and Maksim made, executed, and delivered to Plaintiff, as beneficiary, a deed of trust, conveying to Fidelity National Title Company as trustee, the Original Secured Properties. (Id. at ¶ 21 & Exh. K.) Plaintiff is, and at all relevant to this action was, the lawful owner and holder of the 11/22/2021 note and holds a beneficial interest under the deed of trust. (Id. at ¶ 22.)

On February 9, 2022, One Key, with Maksim acting as “owner/manager,” made, executed, and delivered to Plaintiff a written promissory note in the sum of $100,000.00 (the “2/9/2022 note”). (Compl., ¶ 25 & Exh. L.) Maksim is the guarantor of the 2/9/2022 note. (Ibid.)

On February 11, 2023, the [2/9/2022] note was modified to lower the applicable interest rate and monthly payments due. (Compl., ¶ 26 & Exh. M.) [Note: The complaint appears to have typographical errors in the dates of this paragraph, as it refers to the “11/22/2021 Note,” but the exhibit appears to refer to the 2/9/2022 note. The Court will assume that Plaintiff is attempting to reference the 2/9/2022 note.] To secure payment on the 2/9/2022 note, One Key and Maksim made, executed, and delivered to Plaintiff, as beneficiary, a deed of trust, conveying to Fidelity National Title Company as trustee, the Original Secured Properties. (Id. at ¶ 27 & Exh. N.) Plaintiff is, and at all relevant to this action was, the lawful owner and holder of the 2/9/2022 note and holds a beneficial interest under the deed of trust. (Id. at ¶ 28.)

On March 1, 2024, One Key and Maksim failed to make payments on the 11/9/2021 note, the 11/22/2021 note, and the 2/9/2022 note. (Compl., ¶ 31.) As the result of this failure to make payments, the loans were restructured on July 11, 2024. (Id. at ¶ 32.)

On July 11, 2024, Anton made, executed and delivered to Plaintiff, and the Estate of Joseph A. Armel, a written promissory note titled “Four Year Promissory Note; 7% Interest Rate; Monthly Interest Only Payments; Balloon Payment” in the sum of $300,000.00 (the “7/11/2024 note”). (Compl., ¶ 33 & Exh. O.) Of the $300,000.00 provided by the note, $234,000.00 was proved by and payable to Plaintiff. (Ibid.) The $234,000.00 provided by Plaintiff was applied to the 11/9/2021 note, the 11/22/2021 note, and the 2/9/2022 note to pay down the principal on the 11/9/2021 note by $34,000.00, leaving $466,000.00 in principal due, to pay down the principal on the 11/22/2021 note by $100,000.00, leaving $500,000.00 in principal due, and to pay off the 2/9/2022 note with the remaining $100,000.00. (Id. at ¶ 34.)

On July 16, 2021, One Key and Maksim also made a $20,000.00 payment on the past due amounts on the 11/9/2021 note, the 11/22/2021 note, and the 2/9/2022 note as part of the restructuring. (Compl., ¶ 35.) Despite that payment, the three notes were not brought current and each had outstanding balances due immediately thereafter. (Ibid.) The outstanding balance on the 2/9/2022 note was applied to the 7/11/2024 note, which, in effect, refinanced and replaced the 2/9/2022 note. (Ibid.)

Also, as part of the restructuring, the State Property was reconveyed to One Key and removed as a security under each of the deeds of trust. (Compl., ¶ 36.)

To secure payment on the 7/11/2024 note, One Key, through Anton as “manager,” made, executed, and delivered to Plaintiff, as beneficiary, a deed of trust by the terms of which, One Key, as trustor, conveyed to Thyne Taylor Fox Howard LLP, as trustee, the Haley Property. (Compl., ¶ 37 & Exh. P.) Plaintiff is, and at all relevant to this action was, the lawful owner and holder of the 7/11/2024 note and holds a beneficial interest under the deed of trust. (Id. at ¶ 38.)

Beginning on July 13, 2024, One Key and Maksim have refused to pay and have defaulted on the 11/9/2021 note and the 11/22/2021 note. (Compl., ¶¶ 41, 42.) On July 12, 2024, Anton has refused to pay and has defaulted on the 7/11/2024 note. (Id. at ¶ 43.)

On June 24, 2025, Plaintiff filed a proof of service of summons and complaint on One Key at a UPS Store located at 315 Meigs Road, Suite A #417, Santa Barbara.

On August 6, 2025, Plaintiff filed a request for entry of default as to all three Defendants and the Court, believing that Maksim and Anton had been served, entered the default. In reality, Maksim and Anton had not yet been served at the time that their default was entered.

On August 12, 2025, prior to Maksim or Anton being served, but before their improperly entered defaults were set aside, Plaintiff moved ex parte for an order appointing a receiver, or, in the alternative, an order shortening time for hearing on noticed motion to appoint Kevin Singer as receiver.

On August 14, 2025, the Court granted the ex parte application and appointed Kevin Singer as receiver, with broad powers to manage the Pedregosa Property, the Transfer Property, the State Property, the Jennings Property, and the Haley Property.

On August 25, 2025, Defendants filed a notice of related case, identifying In re the Matter of the Revocable Trust of Joseph A. Armel (Marin County Case No. 25PR0000531). On September 2, 2025, Plaintiff filed an opposition to Defendants’ notice of related case. On September 10, 2025, the Court deemed that the cases should not be related.

Also on August 25, 2025, Defendants filed an ex parte application for: (1) order setting aside defaults, (2) order vacating appointment of receiver, (3) order relating cases, (4) order to stay litigation pending collateral action, and (5) order shortening time for motion for preliminary injunction.

On August 26, 2025, Defendants’ ex parte application was denied. In doing so, the Court noted: “This is not an appropriate ex parte motion; it is vastly too expansive and complicated for any thoughtful rulings.”

Also, on August 26, 2025: (1) the Court noted that Maksim and Anton were unserved at the time of the entry of their default and vacated the default as to them, and (2) the Court signed a stipulation and order that removed the State Property from the order appointing Kevin Singer as receiver.

On September 9, 2025, Maksim and Anton answered Plaintiff’s complaint with general denials and 11 affirmative defenses.

On September 9, 2025, One Key filed a motion to set aside default, and Maksim and Anton filed a motion for order to show cause why the ex parte order appointing receiver should not be vacated. Hearing was set to take place on November 12, 2025.

On October 29, 2025, Plaintiff filed oppositions to both motions, and receiver Singer filed opposition to the motion for order to show cause.

Prior to the hearing date, the Court posted its tentative ruling which, among other things, required Defendants to pay to Receiver the outstanding loan payments, and additional amounts as they become due.

On November 12, 2025, following oral argument of counsel, the Court modified the order to apply acceleration clauses in the notes, requiring Defendant to pay the full principal balance due under each promissory note, plus interest and late fees.

Defendants now seek reconsideration, or correction, of the November 12, 2025 order to reflect the language of the proposed order set forth in the pre-hearing tentative ruling.

Plaintiff opposes the motion.

Analysis

“Even without a change of law, a trial Court has the inherent power to reconsider its prior rulings on its own motion at any time before entry of judgment.” (State of California v. Superior Court (Flynn) (2016) 4 Cal.App.5th 94, 100.)

“[S]ections 437c, subdivision (f)(2), and 1008 prohibit a party from making renewed motions not based on new facts or law, but do not limit a Court’s ability to reconsider its previous interim orders on its own motion, as long as it gives the parties notice that it may do so and a reasonable opportunity to litigate the question. So interpreted, the statutes are constitutional.” (Le Francois v. Goel (2005) 35 Cal.4th 1094, 1096–1097.)

Here, given the circumstances, the Court, on its own motion, will reconsider the modification to the tentative ruling. Both sides have had an opportunity to brief their positions on the matter.

“Whenever all or a portion of the principal sum of any obligation secured by deed of trust or mortgage on real property or an estate for years therein hereafter executed has, prior to the maturity date fixed in that obligation, become due or been declared due by reason of default in payment of interest or of any installment of principal, or by reason of failure of trustor or mortgagor to pay, in accordance with the terms of that obligation or of the deed of trust or mortgage, taxes, assessments, premiums for insurance, or advances made by beneficiary or mortgagee in accordance with the terms of that obligation or of the deed of trust or mortgage, the trustor or mortgagor or their successor in interest in the mortgaged or trust property or any part thereof, or any beneficiary under a subordinate deed of trust or any other person having a subordinate lien or encumbrance of record thereon, at any time within the period specified in subdivision (e), if the power of sale therein is to be exercised, or, otherwise at any time prior to entry of the decree of foreclosure, may pay to the beneficiary or the mortgagee or their successors in interest, respectively, the entire amount due, at the time payment is tendered, with respect to (A) all amounts of principal, interest, taxes, assessments, insurance premiums, or advances actually known by the beneficiary to be, and that are, in default and shown in the notice of default, under the terms of the deed of trust or mortgage and the obligation secured thereby, (B) all amounts in default on recurring obligations not shown in the notice of default, and (C) all reasonable costs and expenses, subject to subdivision (c), that are actually incurred, or will be incurred as a direct result of the payment being tendered, in enforcing the terms of the obligation, deed of trust, or mortgage, and trustee’s or attorney’s fees, subject to subdivision (d), other than the portion of principal as would not then be due had no default occurred, and thereby cure the default theretofore existing, and thereupon, all proceedings theretofore had or instituted shall be dismissed or discontinued and the obligation and deed of trust or mortgage shall be reinstated and shall be and remain in force and effect, the same as if the acceleration had not occurred. This section does not apply to bonds or other evidence of indebtedness authorized or permitted to be issued by the Department of Financial Protection and Innovation or made by a public utility subject to the Public Utilities Code. For the purposes of this subdivision, the term “recurring obligation” means all amounts of principal and interest on the loan, or rents, subject to the deed of trust or mortgage in default due after the notice of default is recorded; all amounts of principal and interest or rents advanced on senior liens or leaseholds that are advanced after the recordation of the notice of default; and payments of taxes, assessments, and hazard insurance advanced after recordation of the notice of default. If the beneficiary or mortgagee has made no advances on defaults that would constitute recurring obligations, the beneficiary or mortgagee may require the trustor or mortgagor to provide reliable written evidence that the amounts have been paid prior to reinstatement.” (Civ. Code, § 2924c, subd. (a)(1).)

“A tender compliant with Civil Code section 2924c, subdivision (a)(1) “ ‘cure[s] the default’ ” such that all default proceedings “ ‘shall be dismissed or discontinued and the obligation and deed of trust or mortgage shall be reinstated and shall be and remain in force and effect, the same as if the acceleration had not occurred.’ ” (Civ. Code, § 2924c, subd. (a)(1), italics added.) Because the Legislature used the words “ ‘shall’ ” and “ ‘may’ ” in close proximity to one another in the statute, we may infer the Legislature intended the use of “ ‘shall’ ” to be mandatory. [Citation.]” (Turner v. Seterus, Inc. (2018) 27 Cal.App.5th 516, 530.)

The Court understands Plaintiff’s arguments but disagrees that the Court does not have the authority to reconsider the order or that Civil Code section 2924c does not apply to the present situation.

The Court, having considered the argument and authorities presented by both sides, will grant the motion and reinstate the language of the order as it was originally set forth in the tentative ruling.