Case Number: 23STCV22789 Hearing Date: April 14, 2025 Dept: 71
Superior Court of California
County of Los Angeles
DEPARTMENT 71
TENTATIVE RULING
| PARHAM BARKHORDAR, et al.,
vs.
CHRISTOPHER WREN TAYLOR, et al. |
Case No.: 24STCV22789
Hearing Date: April 14, 2025 |
Defendants Christopher Wren Taylor’s and Taylor Labor Law, P.C.’s demurrer to Plaintiffs Parham Barkhodar’s and Barkhodar, P.C.’s first amended complaint is sustained with 20 days leave to amend as to the 2nd cause of action and overruled as to the 1st and 3rd causes of action.
Defendants’ motion to strike portions of Plaintiffs’ first amended complaint is denied as moot.
Defendants Christopher Wren Taylor’s (“Taylor”) and Taylor Labor Law, P.C.’s (“Taylor PC”) (collectively, “Defendants”) demur to the 1st, 2nd, and 3rd causes of action Plaintiffs Parham Barkhodar’s (“Barkhodar”) and Barkhodar, P.C.’s (“Barkhodar PC”) (collectively, “Plaintiffs”) first amended complaint (“FAC”). (Notice of Demurrer, pgs. 1-2; C.C.P. §430.10(e).)[1]
Defendants move to strike portions of Plaintiffs’ FAC. (Notice of MTS, pgs. 1-2.)
Background
Plaintiffs filed their initial Complaint against Defendants on September 5, 2024.
Plaintiffs filed the operative FAC on January 22, 2025, alleging four causes of action: (1) declaratory relief; (2) enforcement of right to have purchased partner’s interest in partnership (Corp. Code §16701); (3) slander per se; and (4) failure to pay vested vacation time upon termination (Labor Code §§201, 203, 227.3).
Defendants filed the instant demurrer and accompanying motion to strike on February 18, 2025. Plaintiffs filed their oppositions on April 1, 2025. Defendants filed their replies on April 7, 2025.
- Demurrer
Meet and Confer
Before filing a demurrer, the moving party must meet and confer in person, by telephone, or by video conference with the party who filed the pleading to attempt to reach an agreement that would resolve the objections to the pleading and obviate the need for filing the demurrer. (C.C.P. §430.41, emphasis added.)
Defendants’ counsel declares that on or around November 1, 2024, she engaged in a telephonic meet and confer regarding the initial Complaint, and Defendants filed a demurrer to the initial Complaint. (See Decl. of Reynolds ¶5.) Defendants’ counsel declares that on January 22, 2025, Plaintiffs filed the operative FAC. (Decl. of Reynolds ¶6.) Defendants’ counsel declares that on February 6, 2025, she served a comprehensive meet and confer letter regarding the instant demurrer. (Decl. of Reynolds ¶7, Exh. 3.) Defendants’ counsel declares that on February 7, 2025, she exchanged emails with Plaintiffs’ counsel and, since the only change reflected in the FAC was the addition of ¶18 and counsel had previously met-and-conferred regarding the substance of this motion, counsel agreed there was nothing more to discuss. (Decl. of Reynolds ¶8, Exh. 4.) Moving Defendant’s meet and confer attempt is in violation of C.C.P. §430.41 because she did not attempt to meet and confer in person, by telephone, or by video conference on the instant demurrer. However, the failure to sufficiently meet and confer is not grounds to overrule or sustain a demurrer. (C.C.P. §430.41(a)(4); Dumas v. Los Angeles County Board of Supervisors (2020) 45 Cal.App.5th 348, 355; Olson v. Hornbrook Community Services District (2019) 33 Cal.App.5th 502, 515.) Accordingly, the Court will consider Defendants’ demurrer.
Summary of Demurrer
Defendants demur to the FAC on the basis the 1st, 2nd, and 3rd causes of action fail to state facts sufficient to constitute causes of action. (Demurrer, pgs. 3-4; C.C.P. §430.10.)[2]
Legal Standard
“[A] demurrer tests the legal sufficiency of the allegations in a complaint.” (Lewis v. Safeway, Inc. (2015) 235 Cal.App.4th 385, 388.) A demurrer can be used only to challenge defects that appear on the face of the pleading under attack or from matters outside the pleading that are judicially noticeable. (See Donabedian v. Mercury Insurance Co. (2004) 116 Cal.App.4th 968, 994 [in ruling on a demurrer, a court may not consider declarations, matters not subject to judicial notice, or documents not accepted for the truth of their contents].) For purposes of ruling on a demurrer, all facts pleaded in a complaint are assumed to be true, but the reviewing court does not assume the truth of conclusions of law. (Aubry v. Tri-City Hospital District (1992) 2 Cal.4th 962, 967.)
Failure to State a Claim
Declaratory Relief (1st COA)
Any person claiming rights with respect to property, a contract, or a written instrument (other than a will or trust) may bring an action for a declaration of the party’s rights or duties with respect to another. The action may be brought before any breach occurs of the obligation regarding which the declaration of rights is sought. (C.C.P. §1060; Market Lofts Community Association v. 9th Street Market Lofts, LLC (2014) 222 Cal.App.4th 924, 931.) However, such declaratory relief requires the existence of an actual, present controversy between the parties over a proper subject. (City of Cotati v. Cashman (2002) 29 Cal.4th 69, 79; Jenkins v. JP Morgan Chase Bank, N.A. (2013) 216 Cal.App.4th 497, 513-514.) Declaratory relief is appropriate only where there is an actual controversy, not simply an abstract or academic dispute. (Connerly v. Schwarzenegger (2007) 146 Cal.App.4th 739, 746; Otay Land Co. v. Royal Indemnity Co. (2008) 169 Cal.App.4th 556, 562 [facts must have congealed to the point that issues can be determined and relief granted through a decree of a conclusive character as distinguished from an opinion advising what the law would be upon a hypothetical state of facts]; see also Stonehouse Homes v. City of Sierra Madre (2008) 167 Cal.App.4th 531, 541.)
A plaintiff’s declaratory relief complaint must specifically allege that an actual, present controversy exists, and must state the facts of the respective claims concerning the disputed subject matter. (City of Cotati, 29 Cal.4th at pg. 79.) The complaint will be found sufficient if it sets forth facts showing the existence of an actual controversy relating to the parties’ legal rights and duties and requests the court to adjudge these rights and duties. (Ludgate Insurance Co. v. Lockheed Martin Corp. (2000) 82 Cal.App.4th 592, 606; Qualified Patients Ass’n v. City of Anaheim (2010) 187 Cal.App.4th 734, 751.) A declaratory relief claim should not be used to determine issues that are already engaged by other causes of action. (Hood v. Superior Court (1995) 33 Cal.App.4th 319, 324.)
Plaintiffs allege on information and belief that Taylor formed Taylor PC in or around 2012 and conducted business as a law firm, primarily representing claimants and plaintiffs in labor law disputes and lawsuits. (FAC ¶10.)
Plaintiffs allege that in or about late 2015/early 2016, Taylor PC employed Barkhordar initially as an intern, but later in February of 2016 as an associate attorney. (FAC ¶11.) Plaintiffs allege that from February of 2016 through August of 2019, Taylor PC’s business grew in large part through the efforts of Barkhordar, so Taylor PC hired additional associate attorneys. (FAC ¶11.) Plaintiffs allege that during that period of growth, Taylor PC appointed Barkhordar as a manager to train and supervise associate attorneys. (FAC ¶11.)
Plaintiffs allege that in or about August of 2019, Barkhordar and Taylor had a conversation in which they discussed Barkhordar becoming a “partner” with Taylor at the law firm. (FAC ¶12.) Plaintiffs allege specifically that Barkhordar informed Taylor that he was going to leave Taylor PC to start his own law firm unless Taylor agreed to form a partnership with him, and Taylor asked Barkhordar to remain with the law firm and agreed to form that partnership. (FAC ¶12.) Plaintiffs allege they also agreed to formalize their partnership arrangement with a written agreement. (FAC ¶12.)
Plaintiffs allege that although a written partnership agreement was thereafter drafted, edited, and discussed by the parties on several occasions, one was never signed. (FAC ¶13.) Plaintiffs allege that nevertheless, Barkhordar continued in his role as supervising lawyer, not only training and managing associate attorneys, but making major decisions on the majority of the litigated matters the law firm handled. (FAC ¶13.) Plaintiffs allege in or about late 2019, Taylor agreed to pay Barkhordar a certain percentage of the firm’s profits for that year. (FAC ¶13.) Plaintiffs allege that from 2019 through 2023, Barkhordar was paid about thirty to thirty-five percent of the law firm’s profits each year, which Defendants denominated as “bonus” compensation. (FAC ¶13.)
Plaintiffs allege that in or about June of 2023, Barkhordar expressed concerns to Taylor about the lack of any written partnership agreement, so in an effort to allay Barkhordar’s concerns, on June 22, 2023, Taylor sent an email to all employees of the law firm announcing and confirming Barkhordar’s status as “Partner of the practice.” (FAC ¶14.) Plaintiffs allege that in or around late 2023, Taylor PC made an announcement on its website that Barkhordar had become a “partner” in the practice, and continually held out Barkhordar as a “partner” to the public, including clients, attorneys, and the court. (FAC ¶14.)
Plaintiffs allege that from that point forward, Barkhordar and Taylor discussed steps that would be required to formalize the partnership arrangement. As part of those discussions, they agreed Barkhordar would form Barkhordar PC, which would become the named partner along with Taylor PC. (FAC ¶15.) Plaintiffs allege Barkhordar formed Barkhordar PC in November of 2023, and then prepared forms concerning its formation for submission to the State Bar of California. (FAC ¶15.)
Plaintiffs allege Taylor made several representations to Barkhordar confirming the existence of the partnership, and his intention to sign a written partnership agreement to formalize the partnership arrangement although, as previously mentioned, one was never finalized or signed. (FAC ¶16.)
Plaintiffs allege that on June 5, 2024, after Barkhordar again expressed his concerns about the lack of any written partnership agreement, after a heated discussion, Taylor ultimately told Barkhordar to “pack your bags and leave.” (FAC ¶17.) Plaintiffs allege Taylor terminated Barkhordar’s employment with Taylor PC and dissociated Barkhordar from the partnership the parties formed. (FAC ¶17.) Plaintiffs allege Taylor later continued conducting the partnership’s business, disavowed the existence of the partnership relationship between and/or among the parties, and thereafter protested and resisted any notification to Taylor PC’s clients that Barkhordar was leaving the law firm as well as any migration of those clients to Plaintiffs. (FAC ¶17.)
Plaintiffs allege that after the termination of Barkhordar’s employment with Taylor PC and his dissociation with the partnership, several of Taylor PC’s clients transferred their pre-litigation and litigation matters to Barkhordar PC, and several of those matters subsequently settled, generating proceeds a portion of which would constitute compensation for the attorneys performing work on those matters (pursuant to the terms of written attorney-client fee agreements) and a portion of which would constitute reimbursement of costs incurred and/or spent by the attorneys in connection with those matters. (FAC ¶18.) Plaintiffs allege that thereafter, a dispute arose, and presently persists, between Plaintiffs and Defendants concerning the division of those proceeds between Taylor PC and Barkhordar PC to compensate for attorney work performed on those settled matters and to reimburse costs incurred and/or spent by the attorneys on those matters. (FAC ¶18.)
Plaintiffs allege that an actual controversy has arisen and now exists between Plaintiffs and Defendants concerning (1) whether or not they formed a partnership as the term “partnership” is defined in the Uniform Partnership Act of 1994 and (2) the division of proceeds generated by the settlement of certain client matters to compensate Plaintiffs and/or Defendants for their respective work on those client matters and to reimburse costs Plaintiffs and/or Defendants incurred and/or spent on those matters. (FAC ¶19.) Plaintiffs (1) desire a judicial determination and declaration that a partnership was formed, and (2) desire a judicial determination and declaration of the respective rights Plaintiffs and Defendants have with respect to proceeds generated by the settlement of certain client matters after the date of separation. (FAC ¶19.)
Plaintiffs sufficiently state a cause of action for declaratory relief. In determining whether a partnership is formed, a person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received according to enumerated statutory exceptions. (See Corp. Code §16202(c)(3).) Generally, the association of two or more persons to carry on as co-owners of a business for profit forms a partnership, whether or not the persons intend to form a partnership. (See Corp. Code §16202(a).) Plaintiff sufficiently states a cause of action for declaratory relief to determine if a partnership was formed.
Accordingly, Defendants’ demurrer to the 1st cause of action is overruled.
Enforcement of Right to Have Partner’s Interest Purchases (2nd COA)
Under the UPA, a partnership is defined as “an association of two or more persons to carry on as co-owners of a business for profit formed under [California Corporations Code] Section 16202 . . . .” (Corp. Code §16101(a)(9).) Section 16202 of the California Corporations Code provides, in pertinent part, as follows: “[T]he association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.” (Corp. Code §16202(a).) It also provides that “[a] person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received . . . [i]n payment . . . of wages or other compensation to an employee.” (Corp. Code §16202(c).) But the sharing of profits is merely evidence of a partnership and is not a required element of its definition. (Holmes v. Lerner (1999) 74 Cal.App.4th 442, 454-455.) Whether parties have associated as co-owners of a business for profit is a question for the factfinder. (People v. Park (1978) 87 Cal.App.3d 550, 563; Bank of California v. Connolly (1973) 36 Cal.App.3d 350, 364.)
A partnership agreement may be written, oral, or implied. (Corp. Code §16101(a)(10).) The terms of a partnership are controlled by the partnership agreement, or by the UPA if the agreement is silent on an issue. (Corp. Code §16103(a); Holmes, 74 Cal.App.4th at pg. 457.)
Plaintiffs allege that on June 5, 2024, Plaintiffs were dissociated from the partnership and Defendants continued to conduct the partnership’s business. (FAC ¶23.) Plaintiffs allege that Defendants are required to purchase Plaintiffs’ partnership interest and Plaintiffs are entitled to a judicial determination as to the price Defendants are to pay for that partnership interest in accordance with the Uniform Partnership Act of 1994. (FAC ¶23.) Plaintiffs allege that Defendants have no entitlement to any statutory offsets since Plaintiffs did not “wrongfully dissociate” from the partnership. (FAC ¶23.)
Plaintiffs allege that they are entitled to interest on the purchase price from June 5, 2024, to the date Defendants pay the purchase price to be determined by the court, at the legal rate of interest. (FAC ¶24.) Plaintiffs allege they are also entitled to an award of attorney’s fees pursuant to statute. (FAC ¶24.)
Plaintiffs’ cause of action is derivative of Plaintiffs’ request for declaratory relief to determine their rights and duties in the event this Court determines that a partnership agreement exists between the parties. Plaintiffs’ request appears to be a form of relief rather than a cognizable cause of action.
Accordingly, Moving Defendant’s demurrer to the 2nd cause of action is sustained with 20 days leave to amend.
Slander Per Se (3rd COA)
“Civil Code section 46 provides, ‘Slander is a false and unprivileged publication, orally uttered, and also communications by radio or any mechanical or other means which: [¶] 1. Charges any person with crime, or with having been indicted, convicted, or punished for crime; . . . [¶] 3. Tends directly to injure him in respect to his office, profession, trade or business, either by imputing to him general disqualification in those respects which the office or other occupation peculiarly requires, or by imputing something with reference to his office, profession, trade, or business that has a natural tendency to lessen its profits; [¶] . . . or [¶] 5. Which, by natural consequence, causes actual damage.’ [¶] A slander that falls within the first four subdivisions of Civil Code section 46 is slander per se and require no proof of actual damages.” (Regalia v. The Nethercutt Collection (2009) 172 Cal.App.4th 361, 367, citing Mann v. Quality Old Time Service, Inc. (2004) 120 Cal.App.4th 90, 107.)
Plaintiffs allege that from July 2023 to the present, Taylor, on his own behalf and on behalf of Taylor PC, have intentionally made oral statements to third parties, including to Barkhordar and Barkhordar PC’s clients and/or prospective clients, that Barkhordar’s employment with Taylor PC was terminated because Barkhordar had committed and/or was committing acts of “fraud,” that Barkhordar was being investigated by the California State Bar, and that his license to practice law was therefore “in jeopardy.” (FAC ¶26.) Plaintiffs allege on information and belief that the third parties to whom those statements were made knew and understood that such statements were about Plaintiffs and knew and understood such statements to mean that Barkhordar was committing fraudulent and/or illegal acts. (FAC ¶26.)
Plaintiffs allege the statements alleged above were false, unprivileged, and had a natural tendency to injure Plaintiffs. (FAC ¶27.) Plaintiffs allege that in making the statements alleged above, Defendants, and each of them, failed to use reasonable care to determine the truth or falsity of the statements. (FAC ¶27.) Plaintiffs allege on information and belief that in making these false statements, Defendants, and each of them, specifically intended to slander Barkhordar in an attempt to dissuade them from transferring their claims and/or cases to Barkhordar. (FAC ¶27.)
Plaintiffs allege that as a proximate result of such slanderous statements as alleged above, Plaintiffs allege that their reputation, business, trade, profession, and/or occupation have been damaged in an amount in excess of jurisdictional limits of this court, estimated at this time to be no less than $500,000, but according to proof at the time of trial. (FAC ¶28.) Plaintiffs allege as a further proximate result of such slanderous statements as alleged above, Barkhordar has suffered severe emotional distress, including but not limited to mental suffering, nervousness, anxiety, and worry, all to his general damage. (FAC ¶28.)
Plaintiffs sufficiently state a cause of action for slander per se. Defendants’ argument on demurrer that the cause of action is deficient for a lack of particularity is unsupported by a citation to case law. Further, less particularity is required in pleading such a claim when the defendant has superior knowledge of the facts, so long as the pleading gives notice of the issues sufficient to enable preparation of a defense. (Okun v. Superior Court (1981) 29 Cal.3d 442, 458, citing Bradley v. Hartford Accounting & Indemnity Co. (1973) 30 Cal.App.3d 818, 825 and Schessler v. Keck (1954) 125 Cal.App.2d 827, 835.) Unlike a claim for libel which must specifically identify the false statement, slander can be charged by alleging the substance of the defamatory statement; exact words are not required. (Id.)
Accordingly, Defendants’ demurrer to the 3rd cause of action is overruled.
Conclusion
Defendants’ demurrer to the FAC is sustained with 20 days leave to amend as to the 2nd cause of action and overruled as to the 1st and 3rd causes of action.
Moving Party to give notice.
- Motion to Strike
In light of the Court’s ruling on the demurrer, Defendants’ motion to strike is denied as moot.
Conclusion
Moving Defendant’s motion to strike portions of the FAC is denied as moot.
Moving Party to give notice.
Dated: April _____, 2025
| Hon. Daniel M. Crowley |
| Judge of the Superior Court |
[1] The Court notes Defendants’ notice of demurrer states that they demur to the “the three causes of action.” However, Plaintiffs’ operative pleading asserts four causes of action.
[2] The Court notes Defendants do not demur to the 4th cause of action.