Preview
Electronically Filed by Superior Court of California, County of Orange, 02/16/2022 08:00:00 AM.
30-2022-01243056-CU-FR-NJC - ROA # 31 - DAVID H. YAMASAKI, Clerk of the Court By efilinguser, Deputy Clerk.
1 CADDEN & FULLER LLP
Thomas H. Cadden, Bar No. 122299
2 Ignacio J. Lazo, Bar No. 105945
Judy S. Hirahara, Bar No. 177332
3 2050 Main Street, Suite 260
Irvine, California 92614
4 Telephone: (949) 788-0827
5 Attorneys For Defendants,
Mohamed Shaaban, Doaa Fathallah,
6 Crestview Dr Laguna Beach LLC, and
77 Chianti LLC
7
8 SUPERIOR COURT OF THE STATE OF CALIFORNIA
9 COUNTY OF ORANGE
10
11 NA WU; GUOWEN LIEU; and XIOFANG ) Case No. 30-2022-01243056-CU-FR-NJC
YI, )
12 ) Assigned for All Purposes To
Plaintiffs, )
13 ) The Honorable Judge Fred W. Slaughter
vs. ) Department N15
14 )
REMINGTON CHASE, aka William )
15 Westwood aka William Elliot; PRODUCTION ) OPPOSITION OF DEFENDANTS,
CAPITAL, LLC; KEVIN ROBL; ) MOHAMED SHAABAN, DOAA
16 CRESTVIEW DR LAGUNA BEACH, LLC; ) FATHALLAH, CRESTVIEW DR LAGUNA
MOHAMED SHAABAN; DOAA ) BEACH LLC, AND 77 CHIANTI LLC TO
17 FATHALLAH; 77 CHIANTI, LLC; and ) PLAINTIFFS’ EX PARTE APPLICATION
DOES 1-100, ) FOR TEMPORARY RESTRAINING
18 ) ORDER; MEMORANDUM OF POINTS
Defendants. ) AND AUTHORITIES IN SUPPORT OF
19 ) OPPOSITION
)
20 ) [Declarations of Mohamed Shaaban, Moataz
) Shaaban, and Richard Reincke filed
21 ) concurrently herewith.]
)
22 ) Date: February 16, 2022
) Time: 8:45 a.m.
23 ) Place: Department N15
)
24 ) [Complaint Filed: January 28, 2022]
)
25 )
26
27 ///
28 ///
i
DEFS MOHAMED SHAABAN, DOAA FATHALLAH, CRESTVIEW DR LAGUNA BEACH LLC AND 77
CHIANTI LLC’S OPPOSITION TO PLTFS’ EX PARTE APPL. FOR TEMPORARY RESTRAINING ORDER
1 TABLE OF CONTENTS
2
3 MEMORANDUM OF POINTS AND AUTHORITIES
4 I. INTRODUCTION…………………………………………………………………….1
5 A. IDENTIFICATION OF THE PARTIES AND STATUS OF PROCEEDINGS ... 1
6 B. SUMMARY OF ARGUMENTS............................................................................ 2
7 II. STATEMENT OF FACTS........................................................................................... 3
8 A. THE BUYERS ARE BONA FIDE PURCHASERS OF THE CRESTVIEW
9 PROPERTY ........................................................................................................... 3
10 B. THE BUYERS ARE BONA FIDE PURCHASERS OF THE CHIANTI
11 PROPERTY ........................................................................................................... 6
12 C. THE BUYERS ARE BONA FIDE PURCHASERS OF THE BERKSHIRE
13 WOODS PROPERTY ............................................................................................ 8
14 III. ARGUMENT ............................................................................................................... 9
15 A. PLAINTIFFS FAIL TO SUPPLY SUBSTANTIVE DOCUMENTATION TO
16 SUPPORT THEIR UNFOUNDED ASSERTIONS OF FRAUD BY THE
17 BUYERS. ............................................................................................................... 9
18 1. Crestview LLC and Chianti LLC, Are Bona Fide
19 Purchasers Because Plaintiffs Are Estopped to Assert That The
20 Deeds Were Forged ....................................................................................... 9
21 2. Wu Provides No Documentary or Other Evidence Supporting Her
22 Claim That the Deeds on the Crestview Property Were Forged ................. 10
23 3. Wu Had Notice Of The Deeds Recorded on The Crestview Property
24 In 2018 ........................................................................................................ 11
25 4. Wu Cannot Provide Documentary Evidence That She Paid Property
26 Taxes for the Crestview Property From 2019 Through the Present
27 Because It Was Crestview LLC Which Paid Those Taxes ....................... 11
28 5. Yi Provides No Documentary Evidence Supporting Her Claim That
ii
DEFS MOHAMED SHAABAN, DOAA FATHALLAH, CRESTVIEW DR LAGUNA BEACH LLC AND 77
CHIANTI LLC’S OPPOSITION TO PLTFS’ EX PARTE APPL. FOR TEMPORARY RESTRAINING ORDER
1 the Deeds on the Chianti Property Were Forged Because She Was
2 Ostensibly Absent From the United States ............................................... 12
3 6. Yi’s Agent, Wu, Had Notice of The Deeds Recorded on The Chianti
4 Property in 2018 but Took No Action to Assert Yi’s Supposed
5 Superior Title............................................................................................. 12
6 B. PLAINTIFFS ARE NOT ENTITLED TO A TEMPORARY RESTRAINING
7 ORDER WITH RESPECT TO THE BERKSHIRE PROPERTY BECAUSE
8 THEY ARE NOT EVEN IN THE CHAIN OF TITLE OF THAT
9 PROPERTY ....................................................................................................... 13
10 C. THE UNCLEAN HANDS DOCTRINE BARS PLAINTIFF’S CLAIMS FOR
11 EQUITABLE RELIEF ....................................................................................... 14
12 1. Unclean Hands is a Defense in Both Action at Law and Actions
13 in Equity ................................................................................................. 14
14 2. Plaintiffs Engaged in Wrongful Conduct Vis-à-Vis
15 the Crestview Property ............................................................................ 15
16 3. Plaintiffs Engaged in Wrongful Conduct Vis-à-Vis
17 the Chianti Property ................................................................................15
18 D. NO TRO SHOULD ISSUE BECAUSE, PLAINTIFF’S RECORDING OF
19 NOTICES OF PENDING ACTION WITH RESPECT TO ALL THREE
20 PROPERTIES ADQUATELY PROTECTS THEIR UNFOUNDED
21 CLAIMS ..........................................................................................................
16
22 E. THE COURT NEED NOT ISSUE A TEMPORARY RESTRAINING
23 ORDER REGARDING THE PERSONAL PROPERTY IN THE CRESTVIEW
24 PROPERTY .................................................................................................... 17
25 F. THE COURT SHOULD DENY PLAINTIFFS’ REQUEST FOR THE
26 APPOINTMENT OF A RECEIVER BECAUSE NO FACTS OR
27 AUTHORITY ARE CITED TO SUPPORT AN APPOINTMENT ............... 17
28 IV. CONCLUSION ........................................................................................................ 18
iii
DEFS MOHAMED SHAABAN, DOAA FATHALLAH, CRESTVIEW DR LAGUNA BEACH LLC AND 77
CHIANTI LLC’S OPPOSITION TO PLTFS’ EX PARTE APPL. FOR TEMPORARY RESTRAINING ORDER
1 TABLE OF CONTENTS
2
3 MEMORANDUM OF POINTS AND AUTHORITIES
4 III. INTRODUCTION…………………………………………………………………….1
5 A. IDENTIFICATION OF THE PARTIES AND STATUS OF PROCEEDINGS ... 1
6 B. SUMMARY OF ARGUMENTS............................................................................ 2
7 IV. STATEMENT OF FACTS........................................................................................... 3
8 A. THE BUYERS ARE BONA FIDE PURCHASERS OF THE CRESTVIEW
9 PROPERTY ........................................................................................................... 3
10 B. THE BUYERS ARE BONA FIDE PURCHASERS OF THE CHIANTI
11 PROPERTY ........................................................................................................... 6
12 C. THE BUYERS ARE BONA FIDE PURCHASERS OF THE BERKSHIRE
13 WOODS PROPERTY ............................................................................................ 8
14 III. ARGUMENT ............................................................................................................... 9
15 A. PLAINTIFFS FAIL TO SUPPLY SUBSTANTIVE DOCUMENTATION TO
16 SUPPORT THEIR UNFOUNDED ASSERTIONS OF FRAUD BY THE
17 BUYERS. ............................................................................................................... 9
18 7. Crestview LLC and Chianti LLC, Are Bona Fide
19 Purchasers Because Plaintiffs Are Estopped to Assert That The
20 Deeds Were Forged ....................................................................................... 9
21 8. Wu Provides No Documentary or Other Evidence Supporting Her
22 Claim That the Deeds on the Crestview Property Were Forged ................. 10
23 9. Wu Had Notice Of The Deeds Recorded on The Crestview Property
24 In 2018 ........................................................................................................ 11
25 10. Wu Cannot Provide Documentary Evidence That She Paid Property
26 Taxes for the Crestview Property From 2019 Through the Present
27 Because It Was Crestview LLC Which Paid Those Taxes ....................... 11
28 11. Yi Provides No Documentary Evidence Supporting Her Claim That
iv
DEFS MOHAMED SHAABAN, DOAA FATHALLAH, CRESTVIEW DR LAGUNA BEACH LLC AND 77
CHIANTI LLC’S OPPOSITION TO PLTFS’ EX PARTE APPL. FOR TEMPORARY RESTRAINING ORDER
1 the Deeds on the Chianti Property Were Forged Because She Was
2 Ostensibly Absent From the United States ............................................... 12
3 12. Yi’s Agent, Wu, Had Notice of The Deeds Recorded on The Chianti
4 Property in 2018 but Took No Action to Assert Yi’s Supposed
5 Superior Title............................................................................................. 12
6 B. PLAINTIFFS ARE NOT ENTITLED TO A TEMPORARY RESTRAINING
7 ORDER WITH RESPECT TO THE BERKSHIRE PROPERTY BECAUSE
8 THEY ARE NOT EVEN IN THE CHAIN OF TITLE OF THAT
9 PROPERTY .................................................................................................... 13
10 C. THE UNCLEAN HANDS DOCTRINE BARS PLAINTIFF’S CLAIMS FOR
11 EQUITABLE RELIEF .................................................................................... 14
12 1. Unclean Hands is a Defense in Both Action at Law and Actions
13 in Equity ................................................................................................. 14
14 2. Plaintiffs Engaged in Wrongful Conduct Vis-à-Vis
15 the Crestview Property ............................................................................ 15
16 3. Plaintiffs Engaged in Wrongful Conduct Vis-à-Vis
17 the Chianti Property ................................................................................ 15
18 D. NO TRO SHOULD ISSUE BECAUSE, PLAINTIFF’S RECORDING OF
19 NOTICES OF PENDING ACTION WITH RESPECT TO ALL THREE
20 PROPERTIES ADQUATELY PROTECTS THEIR UNFOUNDED
21 CLAIMS ..........................................................................................................
16
22 E. THE COURT NEED NOT ISSUE A TEMPORARY RESTRAINING
23 ORDER REGARDING THE PERSONAL PROPERTY IN THE CRESTVIEW
24 PROPERTY .................................................................................................... 17
25 F. THE COURT SHOULD DENY PLAINTIFFS’ REQUEST FOR THE
26 APPOINTMENT OF A RECEIVER BECAUSE NO FACTS OR
27 AUTHORITY ARE CITED TO SUPPORT AN APPOINTMENT ............... 17
28 IV. CONCLUSION ........................................................................................................ 18
v
DEFS MOHAMED SHAABAN, DOAA FATHALLAH, CRESTVIEW DR LAGUNA BEACH LLC AND 77
CHIANTI LLC’S OPPOSITION TO PLTFS’ EX PARTE APPL. FOR TEMPORARY RESTRAINING ORDER
1 MEMORANDUM OF POINTS AND AUTHORITIES
2
3 I.
4 INTRODUCTION
5 A. IDENTIFICATION OF THE PARTIES AND STATUS OF PROCEEDINGS.
6 On January 28, 2022, plaintiffs, Na Wu (“Wu”), Guowen Liu (“Liu”), and Xiofang Yi (“Yi”),
7 filed a Complaint for (1) Breach of Oral Contract; (2) Intentional Fraud; (3) Conversion;
8 (4) Unlawful Business Practices; (5) Quiet Title to Real Property; (6) Voidable Transfers; and
9 (7) Money Had and Received against defendants, Remington Chase, aka William Westwood aka
10 William Elliot; Production Capital, LLC; Kevin Robl; Crestview Dr Laguna Beach LLC; Mohamed
11 Shaaban; Doaa Fathallah; and 77 Chianti LLC (the “Complaint”). In addition, Plaintiffs filed and
12 recorded a Notice of Lis Pendens on the following properties: (1) 2361 Crestview Drive, Laguna
13 Beach, California, (2) 77 Chianti, Irvine, California, and (3) 58 Berkshire Wood, Irvine, California
14 (collectively, the “Properties”).
15 Cadden & Fuller LLP (“C&F”) represents defendants, Mohamed Shaaban, Doaa Fathallah,
16 Crestview Dr Laguna Beach LLC, a California limited liability company (“Crestview LLC”) and 77
17 Chianti LLC, a California limited liability company (“Chianti LLC”) (collectively referred to as the
18 “Buyers”). Plaintiffs’ Complaint improperly lumps all defendants together and falsely alleges that
19 the Buyers have committed wrongful acts against Wu, Liu, and Yi without asserting any facts to
20 support their claims. Wu, Liu, and Yi have made false and defamatory statements against the Buyers
21 claiming that, among other things, the Buyers entered into an oral contract with them in February
22 2018, which was breached, committed fraud, and converted properties. However, Plaintiffs fail to
23 set forth any facts whatsoever supporting those allegations against the Buyers.
24 On February 14, 2022, counsel for Buyers, received an email regarding an ex parte
25 application for a temporary restraining order (the “Application”) filed by plaintiffs Wu and Yi
26 (“Plaintiffs”). The Buyers file this Opposition to the Application on the grounds that Plaintiffs are
27 not entitled to equitable relief because the Buyers are bona fide purchasers of the Crestview LLC
28
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DEFS MOHAMED SHAABAN, DOAA FATHALLAH, CRESTVIEW DR LAGUNA BEACH LLC AND 77
CHIANTI LLC’S OPPOSITION TO PLTFS’ EX PARTE APPL. FOR TEMPORARY RESTRAINING ORDER
1 property located at 2361 Crestview Drive, Laguna Beach, California (“Crestview Property”) and the
2 Chianti LLC property located at 77 Chianti, Irvine, California (“Chianti Property”).
3
4 B. SUMMARY OF ARGUMENTS.
5 Preliminarily, Plaintiffs fail to establish that they are likely to be irreparably harmed if the
6 court declines to issue a temporary restraining order enjoining the sale or transfer of any interest in
7 the Properties pending an evidentiary hearing on an application for a preliminary injunction.
8 Plaintiffs already exercised self-help and recorded notices of pending action with respect to
9 each of the three Properties. Consequently, any hypothetical transferee of an interest in any of the
10 Properties would take title subject to Plaintiffs’ supposed claims of superior title. No TRO is needed.
11 Moreover, Plaintiffs are not entitled to any equitable relief related to the property located at
12 58 Berkshire Wood, Irvine, California (“Berkshire Property”), which is owned by 58 Berkshire
13 Wood LLC 1 (which is not even a party defendant in this action) because (a) neither Plaintiffs are in
14 the chain of title, (b) Berkshire LLC holds title to the Berkshire Property pursuant to a grant deed,
15 and (c) Wu and Liu have improperly leased the Berkshire Property, in which they have no ownership
16 interest, to Panda Real Estate Group and were illegally collecting rents as set forth in the Declaration
17 of Na Wu (“Wu Decl.”), p. 4, ¶¶ 30-31. Furthermore, Plaintiffs are barred from seeking equitable
18 relief due to their own unclean hands. For this reason also, the Court should deny Plaintiffs’
19 Application.
20 Finally, Rule 3.1202(c) of the California Rules of Court (the “CRC”) mandates that, “An
21 applicant [seeking ex parte relief] must make an affirmative factual showing in a declaration
22 containing competent testimony based on personal knowledge of irreparable harm, immediate
23 danger, or any other statutory basis for granting relief ex parte. For the reasons outlined below,
24 Plaintiffs fail to meet their burden of introduce evidence sufficient to satisfy that standard.
25
26
27 1
/ 58 Berkshire Wood LLC is a California limited liability company (“Berkshire LLC”), which is owned by the two
members and managers, Mohamed and Doaa. [See Request for Judicial Notice, Exhibit14.] Berkshire LLC owns the
28 Berkshire Property. [See Request for Judicial Notice, Exhibit 10.]
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DEFS MOHAMED SHAABAN, DOAA FATHALLAH, CRESTVIEW DR LAGUNA BEACH LLC AND 77
CHIANTI LLC’S OPPOSITION TO PLTFS’ EX PARTE APPL. FOR TEMPORARY RESTRAINING ORDER
1 II.
2 STATEMENT OF FACTS
3 A. THE BUYERS ARE BONA FIDE PURCHASERS OF THE CRESTVIEW
4 PROPERTY.
5 Defendants, Mohamed Shaaban and Doaa Fathallah (“Mohamed and Doaa”) are husband and
6 wife. In or around September 2018, defendant Kevin Robl (“Robl”) informed Mohamed and Doaa
7 that his company, Production Capital, LLC, a Delaware limited liability (“Production Capital”),
8 owned the real property commonly known as 2361 Crestview Drive, Laguna Beach, California (the
9 “Crestview Property”). Robl offered to sell the Crestview Property to Mohamed and Doaa.
10 [Declaration of Mohamed Shaaban (“MS Decl.”), p. 2, ¶ 5.] During eight (8) months of negotiations
11 to purchase the Crestview Property with Production Capital, Mohamed and Doaa had the Crestview
12 Property appraised by Philip Carney of Northstar Appraisal Services (“Appraiser”) on or about
13 November 15, 2018. [MS Decl., pp. 2-3, ¶ 8.] Moreover, Mohamed and Doaa had Coastal Inspection
14 Services conduct a property inspection of the Crestview Property. [MS Decl., p. 3, ¶ 9.] No one was
15 living at the Crestview Property during the appraisal and inspection of the property. [MS Decl., pp.
16 2-3, ¶¶ 8 and 9.]
17 On or about December 21, 2018, Production Capital transferred the Crestview Property to a
18 single purpose entity, 2361 Crestview Dr Laguna Beach LLC, a Delaware limited liability company
19 (“2361 Crestview LLC”), by a quitclaim deed which was recorded December 31, 2018. [MS Decl.,
20 p. 3, ¶ 9.] On or about December 17, 2018, Mohamed and Doaa made a loan in the amount of
21 $1,020,000.00 to Production Capital and 2361 Crestview LLC, which was secured by a Deed of
22 Trust, Assignment of Leases and Rents, Fixture Filing, and Security Agreement dated
23 December 17, 2018 against the Crestview Property which was recorded on December 31, 2018.
24 [MS Decl., p. 3, ¶ 11, Exhibit 1 to Buyers’ Request for Judicial Notice (“RJN”).] Moreover, on
25 December 31, 2018, Mohamed and Doaa recorded a Memorandum of Option Agreement (the
26 “Option Agreement”) which provided them with an exclusive and irrevocable option to acquire the
27 Crestview Property. [MS Decl., p. 3, ¶ 13, Exhibit 2 to RJN.]
28
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DEFS MOHAMED SHAABAN, DOAA FATHALLAH, CRESTVIEW DR LAGUNA BEACH LLC AND 77
CHIANTI LLC’S OPPOSITION TO PLTFS’ EX PARTE APPL. FOR TEMPORARY RESTRAINING ORDER
1 From January 2019 through April 2019, Mohamed and Doaa continued their negotiations to
2 purchase the Crestview Property. On or about May 8, 2019, a Residential Purchase Agreement and
3 Joint Escrow Instructions for the Crestview Property (the “Crestview PSA”) was executed by
4 Mohamed and Doaa, on the one hand, and Kevin Robl on behalf of 2361 Crestview LLC, on the
5 other. [MS Decl., pp. 3-4, ¶ 14, Exhibit 3.] The escrow services were provided by Escrow of the
6 West. [MS Decl., p. 4, ¶ 18.]
7 In anticipation of the closing of escrow, on or about June 1, 2019 Mohamed and Doaa entered
8 into a Residential Lease or Month-to-Month Rental Agreement with Production Capital pursuant to
9 which they would lease back the Crestview Property to Production Capital (the “Crestview Lease”).
10 [MS Decl., p. 4, ¶ 15, Exhibit 4.]
11 On or about June 14, 2019, escrow closed on the Crestview Property. Concurrently therewith,
12 Macoy Capital Partners, Inc., a California corporation, recorded a Deed of Trust, Assignment of
13 Leases and Rents, Fixture Filing, and Security Agreement (the “Macoy Deed of Trust”) to secure a
14 purchase money loan in the amount of $2,575,000 made to Crestview Dr LLC. [MS Decl., p. 4, ¶
15 16, Exhibit 3 to RJN.] On or about June 14, 2019, Mohamed and Doaa recorded a Substitution of
16 Trustee and Full Reconveyance dated June 5, 2019 (the “Reconveyance”) which substituted
17 themselves as the Trustee under the Crestview Deed of Trust in lieu of Chicago Title Company
18 (“Chicago Title”). [MS Decl., p. 4, ¶ 17, Exhibit 4 to RJN.] As the Crestview PSA reflects,
19 Mohamed and Doaa paid $3,575,000.00 for the Crestview Property. [MS Decl., p. 4, ¶ 18, Exhibit
20 3.]
21 After exercising its usual due diligence, Chicago Title Insurance Company issued an ALTA
22 Owner’s title policy dated June 14, 2019 to insure that Crestview Dr LLC received clear title to the
23 Crestview Property. Chicago Title effected the recordation of the Grant Deed from 2361 Crestview
24 LLC to Crestview Dr LLC, and the grant deed (the “Crestview Deed”) was recorded in the official
25 records of the Orange County Clerk-Recorder on June 14, 2019. [MS Decl., p. 4, ¶ 19, Exhibit 5 to
26 RJN.]
27 On or about October 28, 2019 Mohamed and Doaa refinanced the Crestview Property with
28 lender JPMorgan Chase Bank, N.A. (“JPMorgan”). A true and correct copy of the Deed of Trust
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DEFS MOHAMED SHAABAN, DOAA FATHALLAH, CRESTVIEW DR LAGUNA BEACH LLC AND 77
CHIANTI LLC’S OPPOSITION TO PLTFS’ EX PARTE APPL. FOR TEMPORARY RESTRAINING ORDER
1 dated October 1, 2019 and recorded October 28 2019 (the “First JPMorgan Deed of Trust”) is
2 attached to the MS Declaration. [MS Decl., p. 5, ¶ 20, Exhibit 6 to RJN.] As the Final Refinance
3 Statement reflects, when Crestview Dr LLC refinanced the Crestview Property, the property taxes
4 for the first half of 2019-2020 in the total amount of $34,313.65 were paid out of escrow by Chicago
5 Title. [MS Decl., p. 4, ¶ 20, Exhibit 5.] Thereafter, on or about September 4, 2020, Title First
6 Agency, Inc. recorded a Deed of Trust in favor of JPMorgan to secure a promissory note dated
7 August 31, 2020 from borrower Crestview Dr LLC. [MS Decl., p. 4, ¶ 24, Exhibit 9 to RJN.]
8 Crestview Dr LLC has dutifully paid the mortgage payments, property taxes and insurance
9 on the Crestview Property for 2019, 2020, 2021 and 2022. [MS Decl., p. 2, ¶ 21, Exhibit 6, and pp.
10 8, ¶¶ 39 and 43, Exhibits 17-19 and 26.]
11 Beginning on or about October 1, 2021, Production Capital stopped paying its rental
12 obligations to Crestview Dr LLC under the Crestview Lease. On or about October 10, 2021, Robl
13 informed Mohamed Shaaban that Production Capital could no longer make the rental payments due
14 under the Crestview Lease. [MS Decl., p.7, ¶ 34.]
15 On or about October 21, 2021, Kevin Robl, in his capacity as manager of Production Capital,
16 the tenant under the Crestview Lease, executed and delivered a Lease Termination and Surrender
17 Agreement (the “Crestview Property Termination Agreement”), which provided, among other things,
18 that the Crestview Lease was terminated, and Production Capital surrendered possession of the
19 Crestview Property. [MS Decl., p. 7, ¶ 35, Exhibit 11.]
20 Following such surrender of the Crestview Property, Crestview Dr LLC’s agent, Moataz
21 Shaaban (“M. Shaaban”), changed the locks and conducted an inventory of abandoned personal
22 property of Production Capital. [Declaration of M. Shaaban (“M. Shaaban Decl.”), p.2, ¶ 3.] On or
23 about November 24, 2021, Crestview Dr LLC served a Notice of Right to Reclaim Abandoned
24 Personal Property on Production Capital. [MS Decl., p.7, ¶ 36.] On or about November 26, 2021,
25 Kevin Robl, in his capacity as manager of Production Capital, the tenant under the Crestview Lease,
26 executed and delivered a Statement and Authorization Regarding Removal/Disposal of Property
27 Owned by Production Capital LLC From the Premises Located at 2361 Crestview Drive, Laguna
28 Beach, California (the “Crestview Removal Authorization”). [MS Decl., p. 8, ¶ 37.]
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DEFS MOHAMED SHAABAN, DOAA FATHALLAH, CRESTVIEW DR LAGUNA BEACH LLC AND 77
CHIANTI LLC’S OPPOSITION TO PLTFS’ EX PARTE APPL. FOR TEMPORARY RESTRAINING ORDER
1 On February 12, 2022, when M. Shaaban was at the Crestview Property to remove the
2 contents for storage in order to prepare the Crestview Property to be shown for sale, he found a Louis
3 Vuitton box containing several miscellaneous documents, including the following:
4 (i) Na Wu’s expired California drivers’ licenses, her passports and M life rewards cards.
5 (ii) The original signed and notarized Grant Deed for transfer of the Berkshire Property
6 from Knightsbridge Entertainment, a Colorado corporation to Production Capital, LLC, a Delaware
7 limited liability company dated July 19, 2018 and recorded July 24, 2018 (the “Original
8 Knightsbridge/Production Capital Berkshire Deed”).
9 (iii) The 2018-19 Secured Property Tax Bill designated as the “New Owner Bill” naming
10 Production Capital as the owner of the Berkshire Property (the “Berkshire New Owner Bill”).
11 (iv) The original signed and notarized Grant Deed for transfer of the Chianti Property from
12 Knightsbridge Entertainment, a Colorado corporation to Production Capital, LLC, a Delaware
13 limited liability company dated July 19, 2018 and recorded July 24, 2018 (the “Original
14 Knightsbridge/Production Capital Chianti Deed”).
15 (v) The 2018-19 Secured Property Tax Bill designated as the “New Owner Bill” naming
16 Production Capital as the owner of the Chianti Property (the “Chianti New Owner Bill”).
17 (vi) A Supplemental Property Tax Bill for 2018 naming Production Capital as the owner
18 of the Chianti Property (the “Chianti Supplemental Tax Bill”).
19 (vii) The Declarations Page of a California Homeowners Policy for the Crestview Property
20 issued by Lloyd’s effective April 30, 2019 and expiring on April 30, 2020 naming Production Capital
21 as the named insured (the “Crestview Insurance-Production Capital”). [M. Shaaban Decl., pp.4-5,
22 ¶¶ 8-9, Exhibits A, B, C, D, E, F and G.]
23
24 B. THE BUYERS ARE BONA FIDE PURCHASERS OF THE CHIANTI
25 PROPERTY.
26 Mohamed and Doaa also purchased the residential property commonly known as 77 Chianti,
27 Irvine California 92618 (“Chianti Property”) from Production Capital. On or about July 22, 2019,
28 the final Residential Purchase Agreement and Joint Escrow Instructions for the Chianti Property (the
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DEFS MOHAMED SHAABAN, DOAA FATHALLAH, CRESTVIEW DR LAGUNA BEACH LLC AND 77
CHIANTI LLC’S OPPOSITION TO PLTFS’ EX PARTE APPL. FOR TEMPORARY RESTRAINING ORDER
1 Chianti PSA”) was executed by Mohamed and Doaa on behalf of Chianti LLC and by Kevin Robl
2 on behalf of Production Capital. [MS Decl., p. 6, ¶ 30, Exhibit 9.] On August 16, 2019, Sterk
3 Investments, Inc. recorded a Deed of Trust to secure a purchase money loan of $1,281,600.00 to
4 Chianti LLC, a special purpose entity which Mohamed and Doaa formed to hold ownership to the
5 Chianti Property. [MS Decl., p. 7, ¶ 31; Exhibit 12 to RJN.] In anticipation of the closing of escrow
6 on the Chianti Property, on or about August 1, 2019 Chianti LLC entered into a Residential Lease or
7 Month-to-Month Rental Agreement with Production Capital whereby Production Capital leased back
8 the Chianti Property (the “Chianti Lease”). [MS Decl., p. 7, ¶ 32, Exhibit 10.]
9 On or about August 22, 2019, escrow closed on the Chianti Property. An ALTA Owner’s
10 title policy dated August 22, 2019 was issued by Chicago Title to insure that Chianti LLC received
11 clear title to the Chianti Property. Chicago Title effected the recordation of the Grant Deed dated
12 August 7, 2019 (the Chianti Deed”) by which Production Capital granted ownership of the Chianti
13 Property to Chianti LLC, which was recorded on August 22, 2019. [MS Decl., p. 7, ¶ 33; Exhibit 13
14 to RJN.] Chianti LLC has paid the mortgage payments, property taxes and insurance on the Chianti
15 Property for 2019, 2020, 2021 and 2022. [MS Decl., p. 8, ¶¶ 38, 41 and 45, Exhibits 23-25 and 28.]
16 Beginning on or about October 1, 2021, Production Capital stopped paying its rental
17 obligations to Chianti LLC under the Chianti Lease. On or about October 10, 2021, Robl informed
18 Mohamed Shaaban that Production Capital could no longer make the rental payments due under the
19 Chianti Lease. [MS Decl., p.7, ¶ 34.]
20 On or about October 21, 2021, Kevin Robl, in his capacity as manager of Production Capital,
21 the tenant under the Chianti Lease, executed and delivered a Lease Termination and Surrender
22 Agreement (the “Chianti Property Termination Agreement”), which provided, among other things,
23 that the Chianti Lease was terminated, and Production Capital surrendered possession of the Chianti
24 Property. [MS Decl., p. 7, ¶ 35, Exhibit 13.]
25 After Production Capital surrendered possession of the Chianti Property, M. Shaaban
26 changed the locks and conducted an inventory of abandoned personal property of Production Capital.
27 [M. Shaaban Decl., p.2, ¶ 3.] On or about November 24, 2021, Chianti LLC served a Notice of Right
28 to Reclaim Abandoned Personal Property on Production Capital. [MS Decl., p.7, ¶ 36.] Thereafter,
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DEFS MOHAMED SHAABAN, DOAA FATHALLAH, CRESTVIEW DR LAGUNA BEACH LLC AND 77
CHIANTI LLC’S OPPOSITION TO PLTFS’ EX PARTE APPL. FOR TEMPORARY RESTRAINING ORDER
1 on or about November 26, 2021, Kevin Robl, in his capacity as manager of Production Capital, the
2 tenant under the Chianti Lease, executed and delivered a Statement and Authorization Regarding
3 Removal/Disposal of Property Owned by Production Capital LLC From the Premises Located at 77
4 Chianti, Irvine, California (the “Chianti Removal Authorization”). [MS Decl., p. 8, ¶ 37.]
5
6 C. THE BUYERS ARE BONA FIDE PURCHASERS OF THE BERKSHIRE WOOD
7 PROPERTY.
8 Mohamed and Doaa purchased a residential property commonly known as 58 Berkshire
9 Wood, Irvine, California 92620 (the “Berkshire Property”) from Production Capital. On or about
10 July 22, 2019 the final Residential Purchase Agreement and Joint Escrow Instructions for the
11 Berkshire Property (the “Berkshire PSA”) was executed by Berkshire LLC and by Kevin Robl on
12 behalf of Production Capital. [MS Decl., pp. 5-6, ¶ 25, Exhibit 7.]
13 In anticipation of the closing of escrow on the Berkshire Property, on or about August 1, 2019
14 Berkshire LLC entered into a Residential Lease or Month-to-Month Rental Agreement with
15 Production Capital for the Berkshire Property (the Berkshire Lease”) whereby Production Capital
16 leased back the Berkshire Property. [MS Decl., p. 6, ¶ 26, Exhibit 8.]
17 On or about August 16, 2019, escrow closed on the Berkshire Property. An ALTA Owner’s
18 title policy dated August 16, 2019 was issued by Chicago Title to insure that Berkshire LLC received
19 clear title to the Berkshire Property. Chicago Title requested the recordation of the Grant Deed dated
20 August 7, 2019 (the “Berkshire Deed”) by which Production Capital granted ownership of the
21 Berkshire Property to Berkshire LLC, which Mohamed and Doaa formed as a special purpose entity
22 to hold title to the Berkshire Property. The Berkshire Deed was recorded on August 16, 2019. [MS
23 Decl., p. 6, ¶ 27; Exhibit 10 to RJN.]
24 Also on August 16, 2019, Sterk Investments, Inc. recorded a Deed of Trust to secure a loan
25 of $956,250.00 to Berkshire LLC (the “Sterk/Berkshire Deed of Trust”). [MS Decl., p. 6, ¶ 28;
26 Exhibit 11 to RJN.] As the Berkshire PSA reflects, Berkshire LLC paid $1,152,000.00 for the
27 Berkshire Property. Escrow services for closing the Berkshire PSA, as well as disbursement of the
28 purchase funds, were provided by Escrow Of The West. [MS Decl., p. 6, ¶ 29.] Berkshire LLC has
-8-
DEFS MOHAMED SHAABAN, DOAA FATHALLAH, CRESTVIEW DR LAGUNA BEACH LLC AND 77
CHIANTI LLC’S OPPOSITION TO PLTFS’ EX PARTE APPL. FOR TEMPORARY RESTRAINING ORDER
1 paid the mortgage payments, property taxes and insurance on the Berkshire Property for 2019, 2020,
2 2021 and 2022. [MS Decl., p. 8, ¶¶ 38, 40 and 44, Exhibits 20-22 and 27.]
3 Beginning on or about October 1, 2021, Production Capital stopped paying its
4 rental obligations to Berkshire LLC under the Berkshire Lease. On or about October 10, 2021, Robl
5 informed Mohamed Shaaban that Production Capital could no longer make the rental payments due
6 under the Berkshire Lease. [MS Decl., p.7, ¶ 34.]
7 On or about October 21, 2021, Kevin Robl, in his capacity as manager of Production Ca
Preview
Electronically Filed by Superior Court of California, County of Orange, 02/16/2022 08:00:00 AM. 30-2022-01243056-CU-FR-NJC - ROA # 31 - DAVID H. YAMASAKI, Clerk of the Court By efilinguser, Deputy Clerk. 1 CADDEN & FULLER LLP Thomas H. Cadden, Bar No. 122299 2 Ignacio J. Lazo, Bar No. 105945 Judy S. Hirahara, Bar No. 177332 3 2050 Main Street, Suite 260 Irvine, California 92614 4 Telephone: (949) 788-0827 5 Attorneys For Defendants, Mohamed Shaaban, Doaa Fathallah, 6 Crestview Dr Laguna Beach LLC, and 77 Chianti LLC 7 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA 9 COUNTY OF ORANGE 10 11 NA WU; GUOWEN LIEU; and XIOFANG ) Case No. 30-2022-01243056-CU-FR-NJC YI, ) 12 ) Assigned for All Purposes To Plaintiffs, ) 13 ) The Honorable Judge Fred W. Slaughter vs. ) Department N15 14 ) REMINGTON CHASE, aka William ) 15 Westwood aka William Elliot; PRODUCTION ) OPPOSITION OF DEFENDANTS, CAPITAL, LLC; KEVIN ROBL; ) MOHAMED SHAABAN, DOAA 16 CRESTVIEW DR LAGUNA BEACH, LLC; ) FATHALLAH, CRESTVIEW DR LAGUNA MOHAMED SHAABAN; DOAA ) BEACH LLC, AND 77 CHIANTI LLC TO 17 FATHALLAH; 77 CHIANTI, LLC; and ) PLAINTIFFS’ EX PARTE APPLICATION DOES 1-100, ) FOR TEMPORARY RESTRAINING 18 ) ORDER; MEMORANDUM OF POINTS Defendants. ) AND AUTHORITIES IN SUPPORT OF 19 ) OPPOSITION ) 20 ) [Declarations of Mohamed Shaaban, Moataz ) Shaaban, and Richard Reincke filed 21 ) concurrently herewith.] ) 22 ) Date: February 16, 2022 ) Time: 8:45 a.m. 23 ) Place: Department N15 ) 24 ) [Complaint Filed: January 28, 2022] ) 25 ) 26 27 /// 28 /// i DEFS MOHAMED SHAABAN, DOAA FATHALLAH, CRESTVIEW DR LAGUNA BEACH LLC AND 77 CHIANTI LLC’S OPPOSITION TO PLTFS’ EX PARTE APPL. FOR TEMPORARY RESTRAINING ORDER 1 TABLE OF CONTENTS 2 3 MEMORANDUM OF POINTS AND AUTHORITIES 4 I. INTRODUCTION…………………………………………………………………….1 5 A. IDENTIFICATION OF THE PARTIES AND STATUS OF PROCEEDINGS ... 1 6 B. SUMMARY OF ARGUMENTS............................................................................ 2 7 II. STATEMENT OF FACTS........................................................................................... 3 8 A. THE BUYERS ARE BONA FIDE PURCHASERS OF THE CRESTVIEW 9 PROPERTY ........................................................................................................... 3 10 B. THE BUYERS ARE BONA FIDE PURCHASERS OF THE CHIANTI 11 PROPERTY ........................................................................................................... 6 12 C. THE BUYERS ARE BONA FIDE PURCHASERS OF THE BERKSHIRE 13 WOODS PROPERTY ............................................................................................ 8 14 III. ARGUMENT ............................................................................................................... 9 15 A. PLAINTIFFS FAIL TO SUPPLY SUBSTANTIVE DOCUMENTATION TO 16 SUPPORT THEIR UNFOUNDED ASSERTIONS OF FRAUD BY THE 17 BUYERS. ............................................................................................................... 9 18 1. Crestview LLC and Chianti LLC, Are Bona Fide 19 Purchasers Because Plaintiffs Are Estopped to Assert That The 20 Deeds Were Forged ....................................................................................... 9 21 2. Wu Provides No Documentary or Other Evidence Supporting Her 22 Claim That the Deeds on the Crestview Property Were Forged ................. 10 23 3. Wu Had Notice Of The Deeds Recorded on The Crestview Property 24 In 2018 ........................................................................................................ 11 25 4. Wu Cannot Provide Documentary Evidence That She Paid Property 26 Taxes for the Crestview Property From 2019 Through the Present 27 Because It Was Crestview LLC Which Paid Those Taxes ....................... 11 28 5. Yi Provides No Documentary Evidence Supporting Her Claim That ii DEFS MOHAMED SHAABAN, DOAA FATHALLAH, CRESTVIEW DR LAGUNA BEACH LLC AND 77 CHIANTI LLC’S OPPOSITION TO PLTFS’ EX PARTE APPL. FOR TEMPORARY RESTRAINING ORDER 1 the Deeds on the Chianti Property Were Forged Because She Was 2 Ostensibly Absent From the United States ............................................... 12 3 6. Yi’s Agent, Wu, Had Notice of The Deeds Recorded on The Chianti 4 Property in 2018 but Took No Action to Assert Yi’s Supposed 5 Superior Title............................................................................................. 12 6 B. PLAINTIFFS ARE NOT ENTITLED TO A TEMPORARY RESTRAINING 7 ORDER WITH RESPECT TO THE BERKSHIRE PROPERTY BECAUSE 8 THEY ARE NOT EVEN IN THE CHAIN OF TITLE OF THAT 9 PROPERTY ....................................................................................................... 13 10 C. THE UNCLEAN HANDS DOCTRINE BARS PLAINTIFF’S CLAIMS FOR 11 EQUITABLE RELIEF ....................................................................................... 14 12 1. Unclean Hands is a Defense in Both Action at Law and Actions 13 in Equity ................................................................................................. 14 14 2. Plaintiffs Engaged in Wrongful Conduct Vis-à-Vis 15 the Crestview Property ............................................................................ 15 16 3. Plaintiffs Engaged in Wrongful Conduct Vis-à-Vis 17 the Chianti Property ................................................................................15 18 D. NO TRO SHOULD ISSUE BECAUSE, PLAINTIFF’S RECORDING OF 19 NOTICES OF PENDING ACTION WITH RESPECT TO ALL THREE 20 PROPERTIES ADQUATELY PROTECTS THEIR UNFOUNDED 21 CLAIMS .......................................................................................................... 16 22 E. THE COURT NEED NOT ISSUE A TEMPORARY RESTRAINING 23 ORDER REGARDING THE PERSONAL PROPERTY IN THE CRESTVIEW 24 PROPERTY .................................................................................................... 17 25 F. THE COURT SHOULD DENY PLAINTIFFS’ REQUEST FOR THE 26 APPOINTMENT OF A RECEIVER BECAUSE NO FACTS OR 27 AUTHORITY ARE CITED TO SUPPORT AN APPOINTMENT ............... 17 28 IV. CONCLUSION ........................................................................................................ 18 iii DEFS MOHAMED SHAABAN, DOAA FATHALLAH, CRESTVIEW DR LAGUNA BEACH LLC AND 77 CHIANTI LLC’S OPPOSITION TO PLTFS’ EX PARTE APPL. FOR TEMPORARY RESTRAINING ORDER 1 TABLE OF CONTENTS 2 3 MEMORANDUM OF POINTS AND AUTHORITIES 4 III. INTRODUCTION…………………………………………………………………….1 5 A. IDENTIFICATION OF THE PARTIES AND STATUS OF PROCEEDINGS ... 1 6 B. SUMMARY OF ARGUMENTS............................................................................ 2 7 IV. STATEMENT OF FACTS........................................................................................... 3 8 A. THE BUYERS ARE BONA FIDE PURCHASERS OF THE CRESTVIEW 9 PROPERTY ........................................................................................................... 3 10 B. THE BUYERS ARE BONA FIDE PURCHASERS OF THE CHIANTI 11 PROPERTY ........................................................................................................... 6 12 C. THE BUYERS ARE BONA FIDE PURCHASERS OF THE BERKSHIRE 13 WOODS PROPERTY ............................................................................................ 8 14 III. ARGUMENT ............................................................................................................... 9 15 A. PLAINTIFFS FAIL TO SUPPLY SUBSTANTIVE DOCUMENTATION TO 16 SUPPORT THEIR UNFOUNDED ASSERTIONS OF FRAUD BY THE 17 BUYERS. ............................................................................................................... 9 18 7. Crestview LLC and Chianti LLC, Are Bona Fide 19 Purchasers Because Plaintiffs Are Estopped to Assert That The 20 Deeds Were Forged ....................................................................................... 9 21 8. Wu Provides No Documentary or Other Evidence Supporting Her 22 Claim That the Deeds on the Crestview Property Were Forged ................. 10 23 9. Wu Had Notice Of The Deeds Recorded on The Crestview Property 24 In 2018 ........................................................................................................ 11 25 10. Wu Cannot Provide Documentary Evidence That She Paid Property 26 Taxes for the Crestview Property From 2019 Through the Present 27 Because It Was Crestview LLC Which Paid Those Taxes ....................... 11 28 11. Yi Provides No Documentary Evidence Supporting Her Claim That iv DEFS MOHAMED SHAABAN, DOAA FATHALLAH, CRESTVIEW DR LAGUNA BEACH LLC AND 77 CHIANTI LLC’S OPPOSITION TO PLTFS’ EX PARTE APPL. FOR TEMPORARY RESTRAINING ORDER 1 the Deeds on the Chianti Property Were Forged Because She Was 2 Ostensibly Absent From the United States ............................................... 12 3 12. Yi’s Agent, Wu, Had Notice of The Deeds Recorded on The Chianti 4 Property in 2018 but Took No Action to Assert Yi’s Supposed 5 Superior Title............................................................................................. 12 6 B. PLAINTIFFS ARE NOT ENTITLED TO A TEMPORARY RESTRAINING 7 ORDER WITH RESPECT TO THE BERKSHIRE PROPERTY BECAUSE 8 THEY ARE NOT EVEN IN THE CHAIN OF TITLE OF THAT 9 PROPERTY .................................................................................................... 13 10 C. THE UNCLEAN HANDS DOCTRINE BARS PLAINTIFF’S CLAIMS FOR 11 EQUITABLE RELIEF .................................................................................... 14 12 1. Unclean Hands is a Defense in Both Action at Law and Actions 13 in Equity ................................................................................................. 14 14 2. Plaintiffs Engaged in Wrongful Conduct Vis-à-Vis 15 the Crestview Property ............................................................................ 15 16 3. Plaintiffs Engaged in Wrongful Conduct Vis-à-Vis 17 the Chianti Property ................................................................................ 15 18 D. NO TRO SHOULD ISSUE BECAUSE, PLAINTIFF’S RECORDING OF 19 NOTICES OF PENDING ACTION WITH RESPECT TO ALL THREE 20 PROPERTIES ADQUATELY PROTECTS THEIR UNFOUNDED 21 CLAIMS .......................................................................................................... 16 22 E. THE COURT NEED NOT ISSUE A TEMPORARY RESTRAINING 23 ORDER REGARDING THE PERSONAL PROPERTY IN THE CRESTVIEW 24 PROPERTY .................................................................................................... 17 25 F. THE COURT SHOULD DENY PLAINTIFFS’ REQUEST FOR THE 26 APPOINTMENT OF A RECEIVER BECAUSE NO FACTS OR 27 AUTHORITY ARE CITED TO SUPPORT AN APPOINTMENT ............... 17 28 IV. CONCLUSION ........................................................................................................ 18 v DEFS MOHAMED SHAABAN, DOAA FATHALLAH, CRESTVIEW DR LAGUNA BEACH LLC AND 77 CHIANTI LLC’S OPPOSITION TO PLTFS’ EX PARTE APPL. FOR TEMPORARY RESTRAINING ORDER 1 MEMORANDUM OF POINTS AND AUTHORITIES 2 3 I. 4 INTRODUCTION 5 A. IDENTIFICATION OF THE PARTIES AND STATUS OF PROCEEDINGS. 6 On January 28, 2022, plaintiffs, Na Wu (“Wu”), Guowen Liu (“Liu”), and Xiofang Yi (“Yi”), 7 filed a Complaint for (1) Breach of Oral Contract; (2) Intentional Fraud; (3) Conversion; 8 (4) Unlawful Business Practices; (5) Quiet Title to Real Property; (6) Voidable Transfers; and 9 (7) Money Had and Received against defendants, Remington Chase, aka William Westwood aka 10 William Elliot; Production Capital, LLC; Kevin Robl; Crestview Dr Laguna Beach LLC; Mohamed 11 Shaaban; Doaa Fathallah; and 77 Chianti LLC (the “Complaint”). In addition, Plaintiffs filed and 12 recorded a Notice of Lis Pendens on the following properties: (1) 2361 Crestview Drive, Laguna 13 Beach, California, (2) 77 Chianti, Irvine, California, and (3) 58 Berkshire Wood, Irvine, California 14 (collectively, the “Properties”). 15 Cadden & Fuller LLP (“C&F”) represents defendants, Mohamed Shaaban, Doaa Fathallah, 16 Crestview Dr Laguna Beach LLC, a California limited liability company (“Crestview LLC”) and 77 17 Chianti LLC, a California limited liability company (“Chianti LLC”) (collectively referred to as the 18 “Buyers”). Plaintiffs’ Complaint improperly lumps all defendants together and falsely alleges that 19 the Buyers have committed wrongful acts against Wu, Liu, and Yi without asserting any facts to 20 support their claims. Wu, Liu, and Yi have made false and defamatory statements against the Buyers 21 claiming that, among other things, the Buyers entered into an oral contract with them in February 22 2018, which was breached, committed fraud, and converted properties. However, Plaintiffs fail to 23 set forth any facts whatsoever supporting those allegations against the Buyers. 24 On February 14, 2022, counsel for Buyers, received an email regarding an ex parte 25 application for a temporary restraining order (the “Application”) filed by plaintiffs Wu and Yi 26 (“Plaintiffs”). The Buyers file this Opposition to the Application on the grounds that Plaintiffs are 27 not entitled to equitable relief because the Buyers are bona fide purchasers of the Crestview LLC 28 -1- DEFS MOHAMED SHAABAN, DOAA FATHALLAH, CRESTVIEW DR LAGUNA BEACH LLC AND 77 CHIANTI LLC’S OPPOSITION TO PLTFS’ EX PARTE APPL. FOR TEMPORARY RESTRAINING ORDER 1 property located at 2361 Crestview Drive, Laguna Beach, California (“Crestview Property”) and the 2 Chianti LLC property located at 77 Chianti, Irvine, California (“Chianti Property”). 3 4 B. SUMMARY OF ARGUMENTS. 5 Preliminarily, Plaintiffs fail to establish that they are likely to be irreparably harmed if the 6 court declines to issue a temporary restraining order enjoining the sale or transfer of any interest in 7 the Properties pending an evidentiary hearing on an application for a preliminary injunction. 8 Plaintiffs already exercised self-help and recorded notices of pending action with respect to 9 each of the three Properties. Consequently, any hypothetical transferee of an interest in any of the 10 Properties would take title subject to Plaintiffs’ supposed claims of superior title. No TRO is needed. 11 Moreover, Plaintiffs are not entitled to any equitable relief related to the property located at 12 58 Berkshire Wood, Irvine, California (“Berkshire Property”), which is owned by 58 Berkshire 13 Wood LLC 1 (which is not even a party defendant in this action) because (a) neither Plaintiffs are in 14 the chain of title, (b) Berkshire LLC holds title to the Berkshire Property pursuant to a grant deed, 15 and (c) Wu and Liu have improperly leased the Berkshire Property, in which they have no ownership 16 interest, to Panda Real Estate Group and were illegally collecting rents as set forth in the Declaration 17 of Na Wu (“Wu Decl.”), p. 4, ¶¶ 30-31. Furthermore, Plaintiffs are barred from seeking equitable 18 relief due to their own unclean hands. For this reason also, the Court should deny Plaintiffs’ 19 Application. 20 Finally, Rule 3.1202(c) of the California Rules of Court (the “CRC”) mandates that, “An 21 applicant [seeking ex parte relief] must make an affirmative factual showing in a declaration 22 containing competent testimony based on personal knowledge of irreparable harm, immediate 23 danger, or any other statutory basis for granting relief ex parte. For the reasons outlined below, 24 Plaintiffs fail to meet their burden of introduce evidence sufficient to satisfy that standard. 25 26 27 1 / 58 Berkshire Wood LLC is a California limited liability company (“Berkshire LLC”), which is owned by the two members and managers, Mohamed and Doaa. [See Request for Judicial Notice, Exhibit14.] Berkshire LLC owns the 28 Berkshire Property. [See Request for Judicial Notice, Exhibit 10.] -2- DEFS MOHAMED SHAABAN, DOAA FATHALLAH, CRESTVIEW DR LAGUNA BEACH LLC AND 77 CHIANTI LLC’S OPPOSITION TO PLTFS’ EX PARTE APPL. FOR TEMPORARY RESTRAINING ORDER 1 II. 2 STATEMENT OF FACTS 3 A. THE BUYERS ARE BONA FIDE PURCHASERS OF THE CRESTVIEW 4 PROPERTY. 5 Defendants, Mohamed Shaaban and Doaa Fathallah (“Mohamed and Doaa”) are husband and 6 wife. In or around September 2018, defendant Kevin Robl (“Robl”) informed Mohamed and Doaa 7 that his company, Production Capital, LLC, a Delaware limited liability (“Production Capital”), 8 owned the real property commonly known as 2361 Crestview Drive, Laguna Beach, California (the 9 “Crestview Property”). Robl offered to sell the Crestview Property to Mohamed and Doaa. 10 [Declaration of Mohamed Shaaban (“MS Decl.”), p. 2, ¶ 5.] During eight (8) months of negotiations 11 to purchase the Crestview Property with Production Capital, Mohamed and Doaa had the Crestview 12 Property appraised by Philip Carney of Northstar Appraisal Services (“Appraiser”) on or about 13 November 15, 2018. [MS Decl., pp. 2-3, ¶ 8.] Moreover, Mohamed and Doaa had Coastal Inspection 14 Services conduct a property inspection of the Crestview Property. [MS Decl., p. 3, ¶ 9.] No one was 15 living at the Crestview Property during the appraisal and inspection of the property. [MS Decl., pp. 16 2-3, ¶¶ 8 and 9.] 17 On or about December 21, 2018, Production Capital transferred the Crestview Property to a 18 single purpose entity, 2361 Crestview Dr Laguna Beach LLC, a Delaware limited liability company 19 (“2361 Crestview LLC”), by a quitclaim deed which was recorded December 31, 2018. [MS Decl., 20 p. 3, ¶ 9.] On or about December 17, 2018, Mohamed and Doaa made a loan in the amount of 21 $1,020,000.00 to Production Capital and 2361 Crestview LLC, which was secured by a Deed of 22 Trust, Assignment of Leases and Rents, Fixture Filing, and Security Agreement dated 23 December 17, 2018 against the Crestview Property which was recorded on December 31, 2018. 24 [MS Decl., p. 3, ¶ 11, Exhibit 1 to Buyers’ Request for Judicial Notice (“RJN”).] Moreover, on 25 December 31, 2018, Mohamed and Doaa recorded a Memorandum of Option Agreement (the 26 “Option Agreement”) which provided them with an exclusive and irrevocable option to acquire the 27 Crestview Property. [MS Decl., p. 3, ¶ 13, Exhibit 2 to RJN.] 28 -3- DEFS MOHAMED SHAABAN, DOAA FATHALLAH, CRESTVIEW DR LAGUNA BEACH LLC AND 77 CHIANTI LLC’S OPPOSITION TO PLTFS’ EX PARTE APPL. FOR TEMPORARY RESTRAINING ORDER 1 From January 2019 through April 2019, Mohamed and Doaa continued their negotiations to 2 purchase the Crestview Property. On or about May 8, 2019, a Residential Purchase Agreement and 3 Joint Escrow Instructions for the Crestview Property (the “Crestview PSA”) was executed by 4 Mohamed and Doaa, on the one hand, and Kevin Robl on behalf of 2361 Crestview LLC, on the 5 other. [MS Decl., pp. 3-4, ¶ 14, Exhibit 3.] The escrow services were provided by Escrow of the 6 West. [MS Decl., p. 4, ¶ 18.] 7 In anticipation of the closing of escrow, on or about June 1, 2019 Mohamed and Doaa entered 8 into a Residential Lease or Month-to-Month Rental Agreement with Production Capital pursuant to 9 which they would lease back the Crestview Property to Production Capital (the “Crestview Lease”). 10 [MS Decl., p. 4, ¶ 15, Exhibit 4.] 11 On or about June 14, 2019, escrow closed on the Crestview Property. Concurrently therewith, 12 Macoy Capital Partners, Inc., a California corporation, recorded a Deed of Trust, Assignment of 13 Leases and Rents, Fixture Filing, and Security Agreement (the “Macoy Deed of Trust”) to secure a 14 purchase money loan in the amount of $2,575,000 made to Crestview Dr LLC. [MS Decl., p. 4, ¶ 15 16, Exhibit 3 to RJN.] On or about June 14, 2019, Mohamed and Doaa recorded a Substitution of 16 Trustee and Full Reconveyance dated June 5, 2019 (the “Reconveyance”) which substituted 17 themselves as the Trustee under the Crestview Deed of Trust in lieu of Chicago Title Company 18 (“Chicago Title”). [MS Decl., p. 4, ¶ 17, Exhibit 4 to RJN.] As the Crestview PSA reflects, 19 Mohamed and Doaa paid $3,575,000.00 for the Crestview Property. [MS Decl., p. 4, ¶ 18, Exhibit 20 3.] 21 After exercising its usual due diligence, Chicago Title Insurance Company issued an ALTA 22 Owner’s title policy dated June 14, 2019 to insure that Crestview Dr LLC received clear title to the 23 Crestview Property. Chicago Title effected the recordation of the Grant Deed from 2361 Crestview 24 LLC to Crestview Dr LLC, and the grant deed (the “Crestview Deed”) was recorded in the official 25 records of the Orange County Clerk-Recorder on June 14, 2019. [MS Decl., p. 4, ¶ 19, Exhibit 5 to 26 RJN.] 27 On or about October 28, 2019 Mohamed and Doaa refinanced the Crestview Property with 28 lender JPMorgan Chase Bank, N.A. (“JPMorgan”). A true and correct copy of the Deed of Trust -4- DEFS MOHAMED SHAABAN, DOAA FATHALLAH, CRESTVIEW DR LAGUNA BEACH LLC AND 77 CHIANTI LLC’S OPPOSITION TO PLTFS’ EX PARTE APPL. FOR TEMPORARY RESTRAINING ORDER 1 dated October 1, 2019 and recorded October 28 2019 (the “First JPMorgan Deed of Trust”) is 2 attached to the MS Declaration. [MS Decl., p. 5, ¶ 20, Exhibit 6 to RJN.] As the Final Refinance 3 Statement reflects, when Crestview Dr LLC refinanced the Crestview Property, the property taxes 4 for the first half of 2019-2020 in the total amount of $34,313.65 were paid out of escrow by Chicago 5 Title. [MS Decl., p. 4, ¶ 20, Exhibit 5.] Thereafter, on or about September 4, 2020, Title First 6 Agency, Inc. recorded a Deed of Trust in favor of JPMorgan to secure a promissory note dated 7 August 31, 2020 from borrower Crestview Dr LLC. [MS Decl., p. 4, ¶ 24, Exhibit 9 to RJN.] 8 Crestview Dr LLC has dutifully paid the mortgage payments, property taxes and insurance 9 on the Crestview Property for 2019, 2020, 2021 and 2022. [MS Decl., p. 2, ¶ 21, Exhibit 6, and pp. 10 8, ¶¶ 39 and 43, Exhibits 17-19 and 26.] 11 Beginning on or about October 1, 2021, Production Capital stopped paying its rental 12 obligations to Crestview Dr LLC under the Crestview Lease. On or about October 10, 2021, Robl 13 informed Mohamed Shaaban that Production Capital could no longer make the rental payments due 14 under the Crestview Lease. [MS Decl., p.7, ¶ 34.] 15 On or about October 21, 2021, Kevin Robl, in his capacity as manager of Production Capital, 16 the tenant under the Crestview Lease, executed and delivered a Lease Termination and Surrender 17 Agreement (the “Crestview Property Termination Agreement”), which provided, among other things, 18 that the Crestview Lease was terminated, and Production Capital surrendered possession of the 19 Crestview Property. [MS Decl., p. 7, ¶ 35, Exhibit 11.] 20 Following such surrender of the Crestview Property, Crestview Dr LLC’s agent, Moataz 21 Shaaban (“M. Shaaban”), changed the locks and conducted an inventory of abandoned personal 22 property of Production Capital. [Declaration of M. Shaaban (“M. Shaaban Decl.”), p.2, ¶ 3.] On or 23 about November 24, 2021, Crestview Dr LLC served a Notice of Right to Reclaim Abandoned 24 Personal Property on Production Capital. [MS Decl., p.7, ¶ 36.] On or about November 26, 2021, 25 Kevin Robl, in his capacity as manager of Production Capital, the tenant under the Crestview Lease, 26 executed and delivered a Statement and Authorization Regarding Removal/Disposal of Property 27 Owned by Production Capital LLC From the Premises Located at 2361 Crestview Drive, Laguna 28 Beach, California (the “Crestview Removal Authorization”). [MS Decl., p. 8, ¶ 37.] -5- DEFS MOHAMED SHAABAN, DOAA FATHALLAH, CRESTVIEW DR LAGUNA BEACH LLC AND 77 CHIANTI LLC’S OPPOSITION TO PLTFS’ EX PARTE APPL. FOR TEMPORARY RESTRAINING ORDER 1 On February 12, 2022, when M. Shaaban was at the Crestview Property to remove the 2 contents for storage in order to prepare the Crestview Property to be shown for sale, he found a Louis 3 Vuitton box containing several miscellaneous documents, including the following: 4 (i) Na Wu’s expired California drivers’ licenses, her passports and M life rewards cards. 5 (ii) The original signed and notarized Grant Deed for transfer of the Berkshire Property 6 from Knightsbridge Entertainment, a Colorado corporation to Production Capital, LLC, a Delaware 7 limited liability company dated July 19, 2018 and recorded July 24, 2018 (the “Original 8 Knightsbridge/Production Capital Berkshire Deed”). 9 (iii) The 2018-19 Secured Property Tax Bill designated as the “New Owner Bill” naming 10 Production Capital as the owner of the Berkshire Property (the “Berkshire New Owner Bill”). 11 (iv) The original signed and notarized Grant Deed for transfer of the Chianti Property from 12 Knightsbridge Entertainment, a Colorado corporation to Production Capital, LLC, a Delaware 13 limited liability company dated July 19, 2018 and recorded July 24, 2018 (the “Original 14 Knightsbridge/Production Capital Chianti Deed”). 15 (v) The 2018-19 Secured Property Tax Bill designated as the “New Owner Bill” naming 16 Production Capital as the owner of the Chianti Property (the “Chianti New Owner Bill”). 17 (vi) A Supplemental Property Tax Bill for 2018 naming Production Capital as the owner 18 of the Chianti Property (the “Chianti Supplemental Tax Bill”). 19 (vii) The Declarations Page of a California Homeowners Policy for the Crestview Property 20 issued by Lloyd’s effective April 30, 2019 and expiring on April 30, 2020 naming Production Capital 21 as the named insured (the “Crestview Insurance-Production Capital”). [M. Shaaban Decl., pp.4-5, 22 ¶¶ 8-9, Exhibits A, B, C, D, E, F and G.] 23 24 B. THE BUYERS ARE BONA FIDE PURCHASERS OF THE CHIANTI 25 PROPERTY. 26 Mohamed and Doaa also purchased the residential property commonly known as 77 Chianti, 27 Irvine California 92618 (“Chianti Property”) from Production Capital. On or about July 22, 2019, 28 the final Residential Purchase Agreement and Joint Escrow Instructions for the Chianti Property (the -6- DEFS MOHAMED SHAABAN, DOAA FATHALLAH, CRESTVIEW DR LAGUNA BEACH LLC AND 77 CHIANTI LLC’S OPPOSITION TO PLTFS’ EX PARTE APPL. FOR TEMPORARY RESTRAINING ORDER 1 Chianti PSA”) was executed by Mohamed and Doaa on behalf of Chianti LLC and by Kevin Robl 2 on behalf of Production Capital. [MS Decl., p. 6, ¶ 30, Exhibit 9.] On August 16, 2019, Sterk 3 Investments, Inc. recorded a Deed of Trust to secure a purchase money loan of $1,281,600.00 to 4 Chianti LLC, a special purpose entity which Mohamed and Doaa formed to hold ownership to the 5 Chianti Property. [MS Decl., p. 7, ¶ 31; Exhibit 12 to RJN.] In anticipation of the closing of escrow 6 on the Chianti Property, on or about August 1, 2019 Chianti LLC entered into a Residential Lease or 7 Month-to-Month Rental Agreement with Production Capital whereby Production Capital leased back 8 the Chianti Property (the “Chianti Lease”). [MS Decl., p. 7, ¶ 32, Exhibit 10.] 9 On or about August 22, 2019, escrow closed on the Chianti Property. An ALTA Owner’s 10 title policy dated August 22, 2019 was issued by Chicago Title to insure that Chianti LLC received 11 clear title to the Chianti Property. Chicago Title effected the recordation of the Grant Deed dated 12 August 7, 2019 (the Chianti Deed”) by which Production Capital granted ownership of the Chianti 13 Property to Chianti LLC, which was recorded on August 22, 2019. [MS Decl., p. 7, ¶ 33; Exhibit 13 14 to RJN.] Chianti LLC has paid the mortgage payments, property taxes and insurance on the Chianti 15 Property for 2019, 2020, 2021 and 2022. [MS Decl., p. 8, ¶¶ 38, 41 and 45, Exhibits 23-25 and 28.] 16 Beginning on or about October 1, 2021, Production Capital stopped paying its rental 17 obligations to Chianti LLC under the Chianti Lease. On or about October 10, 2021, Robl informed 18 Mohamed Shaaban that Production Capital could no longer make the rental payments due under the 19 Chianti Lease. [MS Decl., p.7, ¶ 34.] 20 On or about October 21, 2021, Kevin Robl, in his capacity as manager of Production Capital, 21 the tenant under the Chianti Lease, executed and delivered a Lease Termination and Surrender 22 Agreement (the “Chianti Property Termination Agreement”), which provided, among other things, 23 that the Chianti Lease was terminated, and Production Capital surrendered possession of the Chianti 24 Property. [MS Decl., p. 7, ¶ 35, Exhibit 13.] 25 After Production Capital surrendered possession of the Chianti Property, M. Shaaban 26 changed the locks and conducted an inventory of abandoned personal property of Production Capital. 27 [M. Shaaban Decl., p.2, ¶ 3.] On or about November 24, 2021, Chianti LLC served a Notice of Right 28 to Reclaim Abandoned Personal Property on Production Capital. [MS Decl., p.7, ¶ 36.] Thereafter, -7- DEFS MOHAMED SHAABAN, DOAA FATHALLAH, CRESTVIEW DR LAGUNA BEACH LLC AND 77 CHIANTI LLC’S OPPOSITION TO PLTFS’ EX PARTE APPL. FOR TEMPORARY RESTRAINING ORDER 1 on or about November 26, 2021, Kevin Robl, in his capacity as manager of Production Capital, the 2 tenant under the Chianti Lease, executed and delivered a Statement and Authorization Regarding 3 Removal/Disposal of Property Owned by Production Capital LLC From the Premises Located at 77 4 Chianti, Irvine, California (the “Chianti Removal Authorization”). [MS Decl., p. 8, ¶ 37.] 5 6 C. THE BUYERS ARE BONA FIDE PURCHASERS OF THE BERKSHIRE WOOD 7 PROPERTY. 8 Mohamed and Doaa purchased a residential property commonly known as 58 Berkshire 9 Wood, Irvine, California 92620 (the “Berkshire Property”) from Production Capital. On or about 10 July 22, 2019 the final Residential Purchase Agreement and Joint Escrow Instructions for the 11 Berkshire Property (the “Berkshire PSA”) was executed by Berkshire LLC and by Kevin Robl on 12 behalf of Production Capital. [MS Decl., pp. 5-6, ¶ 25, Exhibit 7.] 13 In anticipation of the closing of escrow on the Berkshire Property, on or about August 1, 2019 14 Berkshire LLC entered into a Residential Lease or Month-to-Month Rental Agreement with 15 Production Capital for the Berkshire Property (the Berkshire Lease”) whereby Production Capital 16 leased back the Berkshire Property. [MS Decl., p. 6, ¶ 26, Exhibit 8.] 17 On or about August 16, 2019, escrow closed on the Berkshire Property. An ALTA Owner’s 18 title policy dated August 16, 2019 was issued by Chicago Title to insure that Berkshire LLC received 19 clear title to the Berkshire Property. Chicago Title requested the recordation of the Grant Deed dated 20 August 7, 2019 (the “Berkshire Deed”) by which Production Capital granted ownership of the 21 Berkshire Property to Berkshire LLC, which Mohamed and Doaa formed as a special purpose entity 22 to hold title to the Berkshire Property. The Berkshire Deed was recorded on August 16, 2019. [MS 23 Decl., p. 6, ¶ 27; Exhibit 10 to RJN.] 24 Also on August 16, 2019, Sterk Investments, Inc. recorded a Deed of Trust to secure a loan 25 of $956,250.00 to Berkshire LLC (the “Sterk/Berkshire Deed of Trust”). [MS Decl., p. 6, ¶ 28; 26 Exhibit 11 to RJN.] As the Berkshire PSA reflects, Berkshire LLC paid $1,152,000.00 for the 27 Berkshire Property. Escrow services for closing the Berkshire PSA, as well as disbursement of the 28 purchase funds, were provided by Escrow Of The West. [MS Decl., p. 6, ¶ 29.] Berkshire LLC has -8- DEFS MOHAMED SHAABAN, DOAA FATHALLAH, CRESTVIEW DR LAGUNA BEACH LLC AND 77 CHIANTI LLC’S OPPOSITION TO PLTFS’ EX PARTE APPL. FOR TEMPORARY RESTRAINING ORDER 1 paid the mortgage payments, property taxes and insurance on the Berkshire Property for 2019, 2020, 2 2021 and 2022. [MS Decl., p. 8, ¶¶ 38, 40 and 44, Exhibits 20-22 and 27.] 3 Beginning on or about October 1, 2021, Production Capital stopped paying its 4 rental obligations to Berkshire LLC under the Berkshire Lease. On or about October 10, 2021, Robl 5 informed Mohamed Shaaban that Production Capital could no longer make the rental payments due 6 under the Berkshire Lease. [MS Decl., p.7, ¶ 34.] 7 On or about October 21, 2021, Kevin Robl, in his capacity as manager of Production Ca