Tentative Ruling: Joshua Armel v. One Key LLC, et al.
Case Number
25CV03512
Case Type
Hearing Date / Time
Wed, 03/11/2026 - 10:00
Nature of Proceedings
Order to Show Cause re Why Ex Parte Order Appointing Receiver Should not be Vacated
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 receiver, Kevin Singer, appointed on August 14, 2025, shall remain receiver and shall retain all the powers set forth in the August 18, 2025, order of appointment. That order is reinstated in full, as modified by the stipulation filed on August 26, 2025.
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. The Court signed the order after hearing on August 18, 2025.
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.
On October 29, 2025, Plaintiff filed oppositions to both motions, and receiver Singer filed opposition to the motion for order to show cause.
On November 12, 2025, the Court made orders, including issuing an order to show cause re the necessity and appropriateness of a receiver. As an interim order, Singer’s powers were modified.
On October 15, 2025, Singer filed an ex parte application for orders, including the scheduling of an order to show cause re contempt against Defendants for failure to turn over possession of the properties, rents, records, and an accounting. The ex parte application set forth several instances of Defendants interfering with the receiver’s possession and duties related to the properties. On October 17, 2025, the Court granted the ex parte application and made orders including that Defendants turn over possession of the properties and appear on November 19, 2025, to show cause why they should not be held in contempt of Court for willfully depriving Singer of possession of the properties and thereafter failing to send keys or codes, failing to turn over any revenue from the properties, failing to provide permits to operate short-term rental business at the properties, and failing to provide an accounting of funds.
Hearing of the order to show cause took place on January 7, 2026, January 28, 2026, and February 25, 2026. At the conclusion of the hearing, on February 25, 2026, the Court made findings including:
“The charges against Max [Maksim Mironov] are that he is in contempt of Court or alternatively that he violated the Court order without good cause or substantial justification, in violation of CCP 177.5 and he violated the orders beyond a reasonable doubt.
“The Court finds the evidence against Max [Maksim Mironov] was persuasive and finds he violated the Court order without good cause or substantial justification, in violation of CCP 177.5 and ALSO finds the evidence is beyond a reasonable doubt; therefore, the Court finds him GUILTY as to the following 5 counts.
#1. Changing the locks, and
#2. Failing to provide documents including bank statements; and
#3. Continuing to collect revenue from the property in violation of the appointing Order; and
#4. Paying the expenses of the property in violation of the Appointing Order; and
#5. Failure to provide an accounting.” (Feb. 25, 2026 Order, p. 21, l. 23 – p. 22, l. 11.)
The Court now decides whether Singer should remain as receiver and, if so, what his powers of receivership should consist of.
Analysis
A receiver may be appointed:
“In an action by a secured lender for the foreclosure of a deed of trust or mortgage and sale of property upon which there is a lien under a deed of trust or mortgage, where it appears that the property is in danger of being lost, removed, or materially injured, or that the condition of the deed of trust or mortgage has not been performed, and that the property is probably insufficient to discharge the deed of trust or mortgage debt. . . . In all other cases where necessary to preserve the property or rights of any party. . . . In a case brought by an assignee under an assignment of leases, rents, issues, or profits pursuant to subdivision (g) of Section 2938 of the Civil Code.” (Code of Civil Procedure section 564, subds. (b)(2), (b)(9), (b)(12).)
“California rigidly adheres to the principle that the power to appoint a receiver is a delicate one which is to be exercised sparingly and with caution. It is said by the state’s Courts that the appointment of a receiver is ‘ “an extraordinary and harsh,” ’ and ‘ “delicate,” ’ and ‘ “drastic,” ’ remedy to be used ‘ “cautiously and only where less onerous remedies would be inadequate or unavailable. . . .” ’ [Citations.] And a party to an action should not be ‘ “subjected to the onerous expense of a receiver, unless . . . his appointment is obviously necessary to the protection of the opposite party. . . .” ’ [Citation.]” (Morand v. Superior Court (1974) 38 Cal.App.3d 347, 351.)
As noted above, Singer was originally appointed by way of ex parte application.
“(a) Application
“In addition to any other matters supporting an application for the ex parte appointment of a receiver, the applicant must show in detail by verified complaint or declaration:
“(1) The nature of the emergency and the reasons irreparable injury would be suffered by the applicant during the time necessary for a hearing on notice;
“(2) The names, addresses, and telephone numbers of the persons in actual possession of the property for which a receiver is requested, or of the president, manager, or principal agent of any corporation in possession of the property;
“(3) The use being made of the property by the persons in possession; and
“(4) If the property is a part of the plant, equipment, or stock in trade of any business, the nature and approximate size or extent of the business and facts sufficient to show whether the taking of the property by a receiver would stop or seriously interfere with the operation of the business.
“If any of the matters listed above are unknown to the applicant and cannot be ascertained by the exercise of due diligence, the applicant’s declaration or verified complaint must fully state the matters unknown and the efforts made to acquire the information.” (Cal. Rules of Court, rule 3.1175(a).)
In support of the initial ex parte application for appointment of receiver, Armel proved a declaration that included:
For valuable consideration, Defendants executed and delivered various promissory notes for significant amounts of money. (Armel Decl., ¶¶ 2, 4, 6, 9
The promissory notes were secured by deeds of trust to the properties relevant to the present action. (Armel Decl., ¶¶ 3, 5, 7.)
“On or about August 1, 2024, Defendants One Key LLC, Maksim Mironov, and Anton Mironov were in default of the 11/9/2021 Note, the 11/22/2021 Note, and the 7/11/2021 Note. Since failing to make any payments on August 1, 2024, Defendants have not made any payments on the 11/9/2021 Note, the 11/22/2021 Note, and the 7/11/2021 Note.” (Armel Decl., ¶ 13.)
“The Subject Properties are operated as vacation rentals generating rental income by One Key LLC, located at 315 Meigs Rd. Ste A # 417, Santa Barbara, California 93109. Defendant Maksim Mironov is the registered agent for service of process for One Key LLC. A search of the vacation rental site Airbnb, conducted on July 29, 2025 confirms each of the Subject Properties is listed as a vacation rental on the website. The scope and extent of One Key LLC’s vacation rental business cannot be ascertained at this time.” (Armel Decl., ¶ 15.)
As noted above, at the time of the original ex parte application, One Key was in default and there is some question as to whether Maksim and Anton were evading service.
Plaintiff set forth several concerns by way of the request for appointment of the receiver. Those concerns included Defendants collecting and retaining the proceeds from the properties, those proceeds being the security pledged to repay the promissory notes, that Defendants were dissipating the income and using it for improper purposes, and undermining the security pledge to the detriment of Plaintiff.
Given the subsequent actions of Defendants relative to the treatment of the properties, as well demonstrated by the contempt proceedings, Plaintiff’s concerns were well founded. As such, the Court again finds the appointment of a receiver essential to protect Plaintiff’s security as provided for in the recorded deeds of trust. Plaintiff has fully complied with the requirements of California Rules of Court, rule 3.1175.
Singer will be confirmed as the receiver and all the powers given to him over the subject properties will be reinstated as originally ordered.