throbber
Filed 2/26/18 Darien Ephram, Inc. v. Yashar CA2/8
`NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS
`
`California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions
`not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion
`has not been certified for publication or ordered published for purposes of rule 8.1115.
`
`IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
`
`SECOND APPELLATE DISTRICT
`
`DIVISION EIGHT
`
`
`Plaintiff and Respondent,
`
`v.
`
`DARIEN EPHRAM, INC.,
`
`
`
`
`
`MAHROKH YASHAR et al.,
`
`
`
`
`
` B279827
`
` (Los Angeles County
` Super. Ct. No. BC630850)
`
`
`Defendants and Appellants.
`
`
`
`APPEAL from an order of the Superior Court of Los
`
`Angeles County. Elizabeth R. Feffer, Judge. Affirmed.
`
`
`
`Novian & Novian, LLP, Farid Novian and Jonathan A.
`
`Schuab for Defendants and Appellants.
`
`
`
`Law Offices of Nico N. Tabibi, Nico N. Tabibi for Plaintiff
`
`and Respondent.
`
`
`
`
`
`
`
`
`
`_____________________________
`
`

`

`
`
`Plaintiff and respondent Darien Ephram, DDS, Inc.
`
`(Ephram) filed a complaint against defendants and appellants
`
`Mahrokh Yashar, Yashar DDS, Kamran Azizi, DMD, and Orion
`
`DMD, LLC (collectively, Defendants) asserting numerous claims
`
`related to the purchase of a dental practice. Defendants
`
`challenge on appeal the trial court’s denial of their motion to
`
`compel arbitration of Ephram’s claims. We affirm the trial court
`
`order.
`
`FACTUAL AND PROCEDURAL BACKGROUND
`
`Complaint
`
`According to Ephram’s complaint, in August 2015, Ephram
`
`
`
`
`
`and Yashar DDS (Yashar)1 executed a purchase and sale
`
`agreement (Purchase Agreement), whereby Ephram purchased a
`
`dental practice from Yashar. The agreement included the
`
`purchase of all tangible and intangible properties of the practice,
`
`including furniture and equipment, dental instruments, and
`
`patient records. At the time of the purchase, Yashar operated the
`
`dental practice out of a building leased from Orion DMD, LLC
`
`(Orion)2 pursuant to a lease agreement (Lease Agreement). In
`
`connection with the purchase of the practice, Ephram, Yashar,
`
`and Orion executed an assumption and assignment of the Lease
`
`Agreement (Lease Assignment). Per the terms of the Lease
`
`Assignment, Ephram agreed to make all payments and perform
`
`all terms, covenants, and conditions of the Lease Agreement.
`
`
`1
`Our further references to Yashar include the dental
`corporation as well as its president, defendant and appellant
`Mahrokh Yashar.
`
` 2
`
`Our further references to Orion include the company as
`
`well as its president, defendant and appellant Kamran Azizi,
`DMD.
`
`
`
`2
`
`

`

`
`
`In the course of negotiating the purchase, Ephram visited
`
`the practice on two occasions. During a July 13, 2015 visit,
`
`Yashar represented to Ephram that the plumbing and dental
`
`chairs were in working order, there had been no break-ins on the
`
`premises, and co-pays were being collected from patients. During
`
`a July 30, 2015 visit, Yashar and Orion represented there had
`
`been no security issues attributable to a faulty gate in the
`
`parking lot.
`
`
`
`A few weeks after purchasing the practice, Ephram
`
`discovered numerous and substantial preexisting issues with the
`
`dental chairs and building’s plumbing, and a pest infestation
`
`believed to have been caused by the faulty plumbing. In addition,
`
`Ephram learned that Yashar had not collected co-pays from
`
`patients, and the practice had previously been burglarized.
`
`Ephram further discovered a prior owner of the practice was
`
`operating a competing dental practice three blocks away.
`
`
`
`Based on the above allegations, Ephram asserted causes of
`
`action against Yashar for breaches of terms and warranties
`
`contained in the Purchase Agreement. As to both Yashar and
`
`Orion, Ephram asserted causes of action for fraud, conspiracy to
`
`defraud, negligent misrepresentation, breach of implied
`
`covenants of good faith and fair dealing contained in the
`
`Purchase Agreement and Lease Assignment, and rescission of the
`
`Purchase Agreement and Lease Assignment.
`
`
`
`
`
`Petition to Compel Arbitration
`
`On October 18, 2016, Defendants filed a motion to compel
`
`arbitration of Ephram’s claims based on an arbitration
`
`agreement contained in an addendum to the Lease Agreement
`
`(Arbitration Agreement). Paragraph A of the Arbitration
`
`Agreement states that, “[e]xcept as provided in Paragraph B
`
`
`
`3
`
`

`

`below, the Parties agree to resolve any and all claims, disputes or
`
`disagreements arising under this Lease . . . by and through
`
`arbitration . . . and irrevocably waive any and all rights to the
`
`contrary.” Paragraph B excludes from arbitration “[a]ll claims by
`
`either party which (a) seek anything other than enforcement or
`
`determination of rights under this Lease, or (b) are primarily
`
`founded upon matters of fraud, willful misconduct, bad faith or
`
`any other allegations of tortious action, and seek the award of
`
`punitive or exemplary damages.”
`
`
`
`In moving to compel arbitration, Defendants argued
`
`Ephram’s causes of action “arise out of, relate to, or, at minimum,
`
`reference the Lease [Agreement].” Defendants detailed
`
`numerous references throughout the complaint to faulty
`
`plumbing and a pest infestation, which they generally asserted
`
`related to breaches of duties arising from the Lease Agreement.
`
`In addition, Defendants argued that Ephram’s causes of action
`
`for fraud, conspiracy to defraud, and negligent misrepresentation,
`
`“though facially falling within the arbitration agreement’s
`
`Paragraph B exceptions, have no bearing on the arbitrability of
`
`the dispute” because Ephram was “barred from bringing tort-
`
`based claims relating to the Lease [Agreement] based upon the
`
`numerous exculpatory clauses and limitations of liability set
`
`forth in the Lease [Agreement], which disallow such claims.”
`
`Defendants urged the court to consider such claims as
`
`contractual rather than tortious.
`
`
`
`In opposition, Ephram asserted it had not received a copy
`
`of the Arbitration Agreement prior to executing the Lease
`
`Assignment. It additionally objected on hearsay grounds to
`
`Defendants’ inclusion of the Lease Agreement in their petition.
`
`
`
`4
`
`

`

`
`
`In their reply brief, Defendants asserted Ephram received
`
`the addendum containing the Arbitration Agreement, and even if
`
`he had not, it was referenced twice in the Lease Agreement.
`
`Defendants additionally set forth various legal theories upon
`
`which Ephram could be compelled to arbitrate its claims, even if
`
`it had not received the Arbitration Agreement.
`
`
`
` The trial court denied Defendants’ motion to compel
`
`arbitration. The court stated that the parties did not offer
`
`extrinsic evidence regarding the terms of the Arbitration
`
`Agreement and, therefore, “the determination of whether the
`
`claims fall within the proposed Arbitration Agreement is a
`
`question of law.” The court noted that, although Defendants
`
`argued Ephram’s claims fall within the broad arbitration
`
`provision in Paragraph A, they failed to address the “extremely
`
`broad” limitation found in Paragraph B. Based on its review of
`
`the complaint, the court determined that Ephram’s claims fall
`
`within Paragraph B’s limitation because each claim seeks “much
`
`more than ‘enforcement or determination of rights under [the
`
`Lease Agreement].” For example, the court noted that because
`
`the Purchase Agreement “was not in existence when the subject
`
`Lease [Agreement] was entered into, it is clear that the claims
`
`based upon breaches of the 2015 [Purchase Agreement] fall
`
`outside the terms of the 2013 Lease [Agreement].
`
`Further, . . . the main issue is the [Purchase Agreement], relating
`
`to the dental practice, and not the Lease [Agreement]
`
`itself. . . . Plaintiff’s claims only tangentially involve the Lease
`
`[Agreement] and, therefore, are expressly not within the terms of
`
`the arbitration agreement, which applies to claims which only
`
`seek ‘enforcement or determination of rights under this Lease
`
`[Agreement].’ ” The court concluded that the “limitation on which
`
`
`
`5
`
`

`

`claims are subject to arbitration in Paragraph [B] ensures that
`
`the Arbitration Agreement asserted by Defendants cannot be
`
`interpreted to include the claims at issue in this action.”
`
`
`
`Defendants timely appealed.
`
`DISCUSSION
`
`I. The Trial Court Did Not Err in Relying on
`
`Allegations Rather than Evidence
`
`
`
`Defendants contend the trial court erred in relying solely
`
`on allegations in Ephram’s complaint to deny their motion to
`
`compel arbitration. We disagree.
`
`
`
`Private arbitration involves a matter of agreement between
`
`the parties and is governed by contract law. (In re Tobacco Cases
`
`I (2004) 124 Cal.App.4th 1095, 1104.) When a party alleges a
`
`written agreement to arbitrate a controversy exists and another
`
`party to the agreement refuses to arbitrate the controversy, “the
`
`court shall order the petitioner and the respondent to arbitrate
`
`the controversy if it determines that an agreement to arbitrate
`
`the controversy exists . . . .” (Code Civ. Proc., § 1281.2.) A trial
`
`court has no power to order parties to arbitrate a dispute they did
`
`not agree to arbitrate. (Ibid.; Bouton v. USAA Casualty Ins. Co.
`
`(2008) 43 Cal.4th 1190, 1202.) Although a strong policy exists in
`
`favor of enforcing agreements to arbitrate, no policy exists to
`
`compel persons to accept arbitration of controversies that they
`
`have not agreed to arbitrate. (Freeman v. State Farm Mut. Auto.
`
`Ins. Co. (1975) 14 Cal.3d 473, 481; see also Bouton v. USAA
`
`Casualty Ins. Co., supra, 43 Cal.4th at p. 1199.) Thus, in a case
`
`such as the present, whether an arbitrable controversy exists
`
`depends on the terms of the parties’ agreement.
`
`
`
`
`
`6
`
`

`

`
`
`“The petitioner bears the burden of proving the existence of
`
`a valid arbitration agreement by the preponderance of the
`
`evidence.” (Engalla v. Permanente Medical Group, Inc. (1997)
`
`15 Cal.4th 951, 972.) “Once the existence of a valid arbitration
`
`clause has been established, ‘[t]he burden is on “the party
`
`opposing arbitration to demonstrate that an arbitration clause
`
`cannot be interpreted to require arbitration of the dispute.” ’
`
`[Citation.] In other words, ‘an order to arbitrate a particular
`
`grievance should not be denied unless it may be said with
`
`positive assurance that the arbitration clause is not susceptible of
`
`an interpretation that covers the asserted dispute.’ [Citation.]”
`
`(Titolo v. Cano (2007) 157 Cal.App.4th 310, 316–317.) “If the
`
`party opposing the petition raises a defense to enforcement—
`
`either fraud in the execution voiding the agreement, or a
`
`statutory defense of waiver or revocation [citation]—that party
`
`bears the burden of producing evidence of, and proving by a
`
`preponderance of the evidence, any fact necessary to the defense.
`
`[Citation.]” (Rosenthal v. Great Western Fin. Securities Corp.
`
`(1996) 14 Cal.4th 394, 413 (Rosenthal).)
`
`
`
`Defendants do not directly challenge the trial court’s
`
`interpretation of the Arbitration Agreement. Nor do they
`
`contest—with one exception that we discuss in the next section—
`
`the court’s determination that Ephram’s claims, as pleaded, fall
`
`within Paragraph B’s limitations on arbitration. Instead,
`
`Defendants argue the court erred in relying on allegations in
`
`Ephram’s complaint, rather than examining evidence, prior to
`
`denying their motion to compel arbitration. Specifically, they
`
`assert that because they met their initial burden of proving the
`
`existence of the Arbitration Agreement, the burden shifted to
`
`Ephram to show, by a preponderance of the evidence, that its
`
`
`
`7
`
`

`

`claims do not fall within the scope of the Arbitration Agreement.
`
`Defendants contend that, because the trial court failed to look
`
`beyond the allegations in Ephram’s complaint, its order was not
`
`supported by “substantial evidence” and constituted an “abuse of
`
`discretion.” They additionally maintain the trial court’s ruling
`
`evidences a “hostility” to arbitration which violates the policy
`
`that favors it.
`
`
`
`We reject Defendants’ arguments because they are
`
`premised on fundamental misunderstandings of the trial court’s
`
`order and the difference between legal and factual
`
`determinations. Contrary to Defendants’ suggestions, there was
`
`no reason for the trial court to consider evidence prior to denying
`
`their motion. No party raised any factual arguments regarding
`
`the interpretation or scope of the Arbitration Agreement, and the
`
`trial court’s refusal to compel arbitration was in no way founded
`
`upon a factual defense.3 Nor have Defendants identified any
`
`other contested factual determinations upon which the trial court
`
`relied in denying their motion.4 Instead, the court’s order was
`
`premised entirely on its legal determination that Ephram’s
`
`claims do not fall within the scope of the Arbitration Agreement.
`
`3
`Although Ephram asserted it did not receive a copy of the
`Arbitration Agreement—a potential factual defense to its
`enforcement—the court’s order was not premised on that defense.
`
` 4
`
`
`As supposed examples of the trial court’s “factual findings,”
`Defendants point to statements the court made at oral argument
`indicating that the case did not involve claims that the “office
`space doesn’t have what it was promised to have or there are
`defects in the building or the air conditioning doesn’t work.”
`These were not factual findings. Rather, the court was simply
`commenting on the scope of Ephram’s claims based on its review
`and interpretation of allegations in the complaint.
`
`
`
`8
`
`

`

`(See NORCAL Mutual Ins. Co. v. Newton (2000) 84 Cal.App.4th
`
`64, 71 [“ ‘[w]hether an arbitration agreement applies to a
`
`controversy is a question of law’ ”].) Given the trial court’s
`
`decision was purely legal and not based on any contested facts,
`
`there was no reason for the court to consider evidence.
`
`
`
`Defendants’ suggestion that the court could not rely on
`
`allegations in Ephram’s complaint is similarly without merit.
`
`To determine whether Ephram’s claims fall within the scope of
`
`the Arbitration Agreement, the court had to determine what
`
`those claims are. The court could only make such a
`
`determination by looking to the allegations in Ephram’s
`
`complaint. Indeed, in “ ‘determining whether an arbitration
`
`agreement applies to a specific dispute, the court may examine
`
`only the agreement itself and the complaint filed by the party
`
`refusing arbitration . . . .’ [Citation.]” (Rice v. Downs (2016) 248
`
`Cal.App.4th 175, 185.) Moreover, there was no need to look
`
`beyond the allegations because “[i]n deciding an application to
`
`compel [arbitration] . . . the superior court does not decide
`
`whether the plaintiff’s causes of action have merit.” (Rosenthal,
`
`supra, 14 Cal.4th at p. 412.)
`
`
`
` The cases Defendants rely on to support their arguments
`
`are inapposite. Defendants cite numerous cases standing for the
`
`proposition that a trial court may not rely on allegations in a
`
`complaint to resolve contested questions of fact related to a
`
`defense to the enforcement of an arbitration agreement.
`
`(See, e.g., Hotels Nevada v. L.A. Pacific Center, Inc. (2006) 144
`
`Cal.App.4th 754; Owens v. Intertec Design, Inc. (1995) 38
`
`Cal.App.4th 72; Strauch v. Eyring (1994) 30 Cal.App.4th 181;
`
`see also Rosenthal, supra, 14 Cal.4th 394.) Those cases have no
`
`application to the present controversy because here, the trial
`
`
`
`9
`
`

`

`court denied Defendants’ motion based on legal, rather than
`
`factual, determinations. There were no contested factual issues
`
`to decide and no reasons for the trial court to examine evidence.
`
`II. Defendants’ Remaining Arguments Lack Merit
`
`
`
`Defendants raise a number of other issues with the trial
`
`court’s order, many of which are made in passing and without
`
`significant argument or citation to relevant authority. As these
`
`arguments are not fully developed, not designated by separate
`
`argument headings, and not presented with sufficient analysis of
`
`the issues, they are subject to forfeiture. (Salas v. Department of
`
`Transportation (2011) 198 Cal.App.4th 1058, 1074.)
`
`Nevertheless, we briefly address them and find each meritless.
`
`
`
`First, Defendants contend the trial court failed to consider
`
`two of their evidentiary objections to Ephram’s declarations.
`
`Attached to their reply brief, Defendants asserted six objections
`
`to declarations Ephram submitted in support of its opposition to
`
`the motion to compel arbitration. Specifically, Defendants
`
`objected to three statements in Darien Ephram’s declaration, one
`
`statement in Kurt Skarin’s declaration, and two statements in
`
`Nico Tabibi’s declaration. In its order, the trial court did not
`
`expressly address Defendants’ two Tabibi objections. Instead,
`
`the court made the following rulings: “Defendants’ Objections
`
`Nos. 1–3 are OVERRULED as to the declaration of Ephram.
`
`Objection No. 1 to the declaration of Skarin is OVERRULED.
`
`Objections Nos. 2–3 to the declaration of Skarin are
`
`SUSTAINED.” (Italics added.) Defendants assert the trial
`
`court’s failure to address their Tabibi objections was error.
`
`
`
`
`
`
`
`10
`
`

`

`
`
`Based on our review of the record, it is clear the above
`
`italicized portion of the court’s order was intended to refer to the
`
`Tabibi objections rather than two nonexistent Skarin objections.
`
`As such, and contrary to Defendants’ argument, the trial court
`
`properly considered and ruled on each of Defendants’ evidentiary
`
`objections. Regardless, even if the trial court erroneously failed
`
`to consider the Tabibi objections, such error would not warrant
`
`reversal because Defendants fail to demonstrate prejudice.
`
`(See Carnes v. Superior Court (2005) 126 Cal.App.4th 688, 694
`
`[party asserting errors in evidentiary rulings must show
`
`prejudice]; Cal. Const., art. VI, § 13; Code Civ. Proc., § 475.)
`
`The objectionable statements in the Tabibi declaration did not
`
`concern the interpretation or scope of the Arbitration Agreement
`
`or Ephram’s claims.5 Accordingly, regardless of whether the
`
`court considered such statements, it would have denied
`
`Defendants’ motion based on its determination that Ephram’s
`
`claims fall outside the scope of the Arbitration Agreement.
`
`
`
`Defendants next assert the trial court erroneously
`
`overlooked their argument related to Paragraph B. In its order,
`
`the trial court noted that Defendants failed to address Paragraph
`
`B’s “express limitation” that precludes from arbitration claims
`
`seeking “anything other than enforcement or determination of
`
`rights under [the Lease Agreement].” Defendants maintain this
`
`statement was factually inaccurate because, in their motion to
`
`compel arbitration, they briefly argued that Ephram’s fraud,
`
`5
`In one statement, Tabibi urged the court to consider the
`importance of his attempts to meet and confer with defense
`counsel. In the other statement, Tabibi expressed an opinion
`that Defendants’ lack of a declaration regarding the authenticity
`of the Arbitration Agreement attached to their motion suggested
`the attachment was not authentic.
`
`
`
`11
`
`

`

`conspiracy to defraud, and negligent misrepresentation claims
`
`should be construed as contractual claims, which “do not fall
`
`within the exception of Paragraph B . . . .”
`
`
`
`We find no reversible error. Although Defendants’ motion
`
`briefly referred to Paragraph B, it did so in conclusory fashion
`
`and without reference to the relevant language relied on by the
`
`trial court. Regardless, to the extent the trial court erred in
`
`failing to acknowledge Defendants’ brief reference to Paragraph
`
`B, Defendants have not shown such error was prejudicial.
`
`(See Cal. Const., art. VI, § 13; Code Civ. Proc., § 475.)
`
`Defendants fail to explain how construing Ephram’s tort claims
`
`as sounding in contract would alter the trial court’s
`
`determination that the claims fall outside Paragraph B’s
`
`exception to arbitration for claims seeking “anything other than
`
`enforcement or determination of rights under [the Lease
`
`Agreement].” As such, any error was harmless.
`
`
`
`Defendants further argue that Ephram’s claim for
`
`“rescission of the Lease” does not fall within Paragraph B’s
`
`exception to arbitration because claims for rescission of contracts
`
`are suits in equity seeking determination of contractual rights.
`
`They additionally argue that “claims for rescission of a contract
`
`with an arbitration provision must themselves be arbitrated.”
`
`
`
`Defendants’ arguments are based on the erroneous premise
`
`that Ephram seeks rescission of the Lease Agreement. It does
`
`not. Rather, Ephram seeks rescission of the Lease Assignment.
`
`Although resolution of that claim may impact the parties’ rights
`
`under the Lease Agreement, it nevertheless seeks something
`
`“other than enforcement or determination of rights under [the
`
`Lease Agreement]”—mainly, rescission of the Lease Assignment.
`
`
`
`12
`
`

`

`As such, the claim falls within Paragraph B’s broad limitation on
`
`arbitration, as interpreted by the trial court.6
`
`
`
`Finally, Defendants argue that an arbitrator, rather than
`
`the court, should have interpreted the Arbitration Agreement
`
`and determined whether Ephram’s claims fall within its scope.
`
`“The issue of who should decide arbitrability turns on what the
`
`parties agreed in their contract.” (Dream Theater, Inc. v. Dream
`
`Theater (2004) 124 Cal.App.4th 547, 551.) Defendants suggest
`
`that because the parties agreed to arbitrate disputes arising
`
`under the Lease Agreement, they also agreed to arbitrate
`
`disputes related to the scope of the Arbitration Agreement
`
`contained in the Lease Agreement. Defendants provide no
`
`authority or significant analysis in support of their argument.
`
`
`
`We decline to consider whether the parties agreed that an
`
`arbitrator, rather than the court, should determine the scope of
`
`the Arbitration Agreement. To the extent the trial court erred in
`
`this regard, such error was invited by Defendants. An error is
`
`invited when a party purposefully induces the commission of
`
`error. (Norgart v. Upjohn Co. (1999) 21 Cal.4th 383, 403.)
`
`The doctrine of invited error bars review on appeal based on the
`
`principle of estoppel and is intended to prevent a party from
`
`leading a trial court to make a particular ruling, and then
`
`profiting from the ruling in the appellate court. (Ibid.)
`
`
`
`In their motion to compel arbitration, Defendants
`
`specifically argued that Ephram’s “claims fall within the
`
`Arbitration Agreement.” In so arguing, Defendants implicitly
`
`sought an order from the court finding the same, which required
`
`
`6 We construe Defendants’ failure to directly contest the trial
`court’s interpretation of the Arbitration Agreement as an implicit
`acknowledgment that its interpretation is correct.
`
`
`
`13
`
`

`

`that the court interpret the Arbitration Agreement. Defendants
`
`cannot argue that the court erred in doing precisely what they
`
`asked of it simply because they disagree with the court’s ultimate
`
`conclusion.
`
`DISPOSITION
`
`
`
`The order is affirmed. Respondent is awarded costs on
`
`appeal.
`
`
`
`
`
`
`
`
`
`We concur:
`
`
`
`
`
`
`
`
`
`BIGELOW, P.J.
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`GRIMES, J.
`
`HALL, J. *
`
`
`*
`Judge of the Los Angeles Superior Court, assigned by the
`Chief Justice pursuant to article VI, section 6 of the California
`Constitution.
`
`
`
`14
`
`

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