Tentative Ruling: 2Plant International, LLC, v. 805 Flowers Growers, Inc, et al.
Case Number
26CV02697
Case Type
Hearing Date / Time
Wed, 08/12/2026 - 10:00
Nature of Proceedings
Application of Plaintiff for Right to Attach Order and for Issuance of Writ of Attachment
Tentative Ruling
For Plaintiff 2Plant International, LLC: Miles D. Grant, Phillip A. Zunshine, Grant, Kessler & Zunshine, APC
For Defendant 805 Flowers Growers, Inc.: Arash Merpour, Merpour Law, Inc.
RULING
As set forth herein, the application of Plaintiff 2Plant International, LLC, for issuance of a right to attach order against Defendant 805 Flowers Growers, Inc., is granted with the amount to be attached of $31,883.25. A writ of attachment will be issued upon the filing of an undertaking in the amount of $10,000.
The Court confirms the CMC set for 8/26/26 at 8:30am. CMCSs due one week in advance.
Background
On April 27, 2026, Plaintiff 2Plant International, LLC (2Plant) filed its complaint in this action against Defendants 805 Flowers Growers, Inc., (805 Flowers) and Luis Lopez asserting causes of action for declaratory relief re alter ego liability, breach of oral agreement, reasonable value of goods sold and delivered, account stated in writing, and open book account.
On May 20, 2026, 2Plant filed this application for a right to attach order and for issuance of a writ of attachment against 805 Flowers only. The application is opposed by 805 Flowers.
In support of the application, 2Plant presents the following:
2Plant sells flower bulbs and perennials to flower growers, such as 805 Flowers. (Van Der Schaaf decl., ¶ 2.) These growers plant and grow the flower bulbs, cut the flowers, and then resell the cut flowers to distributors, retailers, supermarkets, and wholesalers. (Ibid.)
According to Robin Van Der Schaaf, Sales Manager for 2Plant, in February 2024, 2Plant and 805 Flowers entered into an oral agreement whereby 2Plant would sell flower bulbs and perennials to 805 Flowers and 805 Flowers would pay for these goods. (Van Der Schaaf decl., ¶¶ 1, 5.) From February 2024 and May 6, 2026, 2Plant regularly sold and delivered these goods to 805 Flowers and invoiced 805 Flowers for them. (Id., ¶ 6.) These transactions are set forth in 2Plants’ statement of account, showing a principal amount owed of $69,609.16. (Id., ¶ 7 & exhibit 1.)
Also, according to Van Der Schaaf, 805 Flowers admitted it owes $69,609.19 by text messages between 805 Flowers’ principal, Defendant Lopez, and 2Plant’s office manager, Julie-Elise Burroughs. (Van Der Schaaf decl., ¶ 9 & exhibit 2.)
According to Lopez, 805 Flowers was not incorporated until November 15, 2024. (Lopez decl., ¶ 3.) Further, Lopez did not admit owing $69,609.19 by text. (Id., ¶¶ 6, 7.)
Analysis
A right to attach order and writ of attachment may only be issued after a hearing by the Court. (Code Civ. Proc., § 484.040.) On July 17, 2026, the Court granted 805 Flowers’ ex parte application to continue the hearing on the application, originally set for hearing on July 29, 2026, to this hearing on August 12.
“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).)
“The Court’s determinations shall be made upon the basis of the pleadings and other papers in the record; but, upon good cause shown, the Court may receive and consider at the hearing additional evidence, oral or documentary, and additional points and authorities, or it may continue the hearing for the production of the additional evidence or points and authorities.” (Code Civ. Proc., § 484.090, subd. (d).)
“Except as otherwise provided by statute, an attachment may be issued only in an action on a claim or claims for money, each of which is based upon a contract, express or implied, where the total amount of the claim or claims is a fixed or readily ascertainable amount not less than five hundred dollars ($500) exclusive of costs, interest, and attorney’s fees.” (Code Civ. Proc., § 483.010, subd. (a).)
The causes of action of the complaint are based upon an oral contract or upon an implied contract. “ ‘ “ ‘The fact that the damages are unliquidated is not determinative. [Citations.] But the contract sued on must furnish a standard by which the amount due may be clearly ascertained and there must exist a basis upon which the damages can be determined by proof.’ ” ’ [Citations.]” (Park v. NMSI, Inc. (2023) 96 Cal.App.5th 346, 359.) The claims of these causes of action are based on invoices for specific, readily ascertainable amounts. The Court finds that the claim upon which the attachment is based is one upon which an attachment may be issued.
2Plant has presented evidence that the attachment is not sought for a purpose other than the recovery on the claims on which the attachment is based. (Application, ¶ 4.) There is no evidence presented to dispute this fact. The Court finds that the attachment is not sought for a purpose other than the recovery on the claims on which the attachment is based.
“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.) “In determining the probable validity of a claim where the Defendant makes an appearance, the Court must consider the relative merits of the positions of the respective parties and make a determination of the probable outcome of the litigation.” (Loeb & Loeb v. Beverly Glen Music, Inc. (1985) 166 Cal.App.3d 1110, 1120.) “The Plaintiff has the burden of establishing the probable validity of the claim upon which the attachment is based.” (Rreef America Reit II Corp, YYYY v. Samsara Inc. (2023) 91 Cal.App.5th 609, 617.)
“A cause of action for breach of contract requires proof of the following elements: (1) existence of the contract; (2) Plaintiff’s performance or excuse for nonperformance; (3) Defendant’s breach; and (4) damages to Plaintiff as a result of the breach.” (CDF Firefighters v. Maldonado (2008) 158 Cal.App.4th 1226, 1239.)
“It is essential to the existence of a contract that there should be:
“1. Parties capable of contracting;
“2. Their consent;
“3. A lawful object; and,
“4. A sufficient cause or consideration.” (Civ. Code, § 1550.)
2Plant asserts four alternative claims based upon the nonpayment for sale of goods. The second cause of action is for breach of an express, oral agreement. (See Civ. Code, § 1620.) The Court finds that 2Plant has not shown probable validity of the claim based on an oral agreement. The evidence presented is wholly in the form of the declaration of sales manager of 2Plant. The declaration provides no evidence of an oral agreement, only evidence of sales.
An implied contract ‘consists of obligations arising from a mutual agreement and intent to promise where the agreement and promise have not been expressed in words.’ [Citations.] … A course of conduct can show an implied promise.” (California Emergency Physicians Medical Group v. PacifiCare of California (2003) 111 Cal.App.4th 1127, 1134, disapproved on other grounds in Centinela Freeman Emergency Medical Associates v. Health Net of California, Inc. (2016) 1 Cal.5th 994, 1014, fn. 10.)
The evidence presented by 2Plant is sufficient to show an implied contract, but not an oral contract. As an implied contract, 2Plant provides evidence of transactions invoiced from February 12, 2024, through May 6, 2025. (Van Der Schaaf decl., ¶ 7 & exhibit 1.)
2Plant also provides evidence of text messages apparently between Julie-Elise Burroughs and Luis Lopez. Putting aside 805 Flowers’ evidentiary objections to these text messages, this evidence at most acknowledges some amounts owing to 2Plant, but is not an admission of the total debt as specifically claimed by 2Plant. This evidence does not materially add anything to this analysis.
In opposition, 805 Flowers requests that the Court take judicial notice of filing of articles of incorporation for 805 Flowers on November 15, 2024. The Court grants judicial notice of the filing of the articles of incorporation on November 15, 2024. (See Evid. Code, § 452, subds. (c), (h); see also Lopez decl., ¶ 3.) “The corporate existence begins upon the filing of the articles and continues perpetually, unless otherwise expressly provided by law or in the articles.” (Corp. Code, § 200, subd. (c).)
Because 805 Flowers did not exist prior to November 15, 2024, the obligation of 805 Flowers would not extend prior to that date unless there is an evidentiary basis for successor liability. “As typically formulated the rule [of successor liability] states that the purchaser does not assume the seller’s liabilities unless (1) there is an express or implied agreement of assumption, (2) the transaction amounts to a consolidation or merger of the two corporations, (3) the purchasing corporation is a mere continuation of the seller, or (4) the transfer of assets to the purchaser is for the fraudulent purpose of escaping liability for the seller’s debts.” (Ray v. Alad Corp. (1977) 19 Cal.3d 22, 28.)
Here, the only evidence presented are transactions listed on a statement dated April 21, 2026, to “805 [¶] Attn: Luis Lopez.” (Van Der Schaaf decl., exhibit 1, pp. 5, 6.) There is no evidence provided about the buyer except generalized conclusions. While 2Plant argues in reply that the fact that 2Plant itself did not change its invoicing is sufficient to demonstrate the probable validity of liability of 805 Flowers for the entire period, the Court does not find this minimal evidence sufficient to show liability of 805 Flowers from before November 15, 2024. This evidence is sufficient, for purposes of this motion and in the absence of any contrary evidence presented by 805 Flowers, to show liability of 805 Flowers on an implied contract from and after November 15, 2024. This application is solely brought to attach assets of 805 Flowers; it is therefore irrelevant to this application the extent to which Lopez may have personal liability for pre-November 15, 2024, sales.
Based upon the exhibit 1 statement, transactions are documented for sales from December 30, 2023, through November 12, 2024, in the total amount of $43,925.94. There are sales from November 20, 2024, to May 6, 2025, in the total amount of $31,883.25. The statements also show payments made on March 17, 2025, in the amount of $2,000, and made from and after September 25, 2025, in the total amount of $4,200, for total payments of $6,200. (Note: $43,925.94 +31,883.25 - $6,200= $69,609.19.) Under the circumstances here, and in the absence of other evidence, it may be reasonably inferred that the payments apply to the earliest charges incurred (i.e., before November 15, 2024). Accordingly, the Court concludes that the evidence presented shows the probable validity of a claim against 805 Flowers in the total amount of $31,883.25. 2Plant has not met its burden to show probable validity as to any greater amount. The Court thus also finds that the amount to be secured by the attachment is greater than zero.
The amount sought to be attached does not seek to include attorney fees, costs, or prejudgment interest. (Application, ¶ 8; Memorandum, p. 2.) The opposition presents no evidence of any offset or basis for reduction in the amount sought to be attached. (See Code Civ. Proc., § 483.015, subd. (b).)
The Court will therefore grant the application for a right to attach order for the amount to be attached of $31,883.25.
805 Flowers has failed to file any claim of exemption or any argument why the property of Defendant would otherwise be exempt from attachment. The Court therefore finds that the Defendant has failed to prove that all of the property sought to be attached is exempt from attachment. The Court will order a writ of attachment to be issued upon the filing of the undertaking required by Code of Civil Procedure sections 489.210 and 489.220. (Code Civ. Proc., § 484.090, subd. (b).) 805 Flowers has not filed any objection to the undertaking. (Code Civ. Proc., § 489.220, subd. (b).) Absent an objection, the amount of the undertaking is set by statute at $10,000. (Code Civ. Proc., § 489.220, subd. (a).)