Demurrer Without Motion To StrikeMotionCal. Super. - 2nd Dist.May 18, 2020Electronically FILED by Superior Court of California, County of Los Angeles on 07/06/2020 02:54 PM Sherri R. Carter, Executive Officer/Clerk of Court, by K. Hung,Deputy Clerk © 0 J O N hn BKB WwW ND = NN N N N N N N N ND e m e m e m p m e m em e m e m oO NN O N Ln BA W N = O O OV 0 NN O N PRE W N = O Robert W. Cohen (SBN 150310) Mariko Taenaka (SBN 273895) LAW OFFICES OF ROBERT W. COHEN A Professional Corporation 1901 Avenue of the Stars, Suite 1900 Los Angeles, California 90067 Telephone: (310) 282-7586 Facsimile: (310) 282-7589 rwc@robertwcohenlaw.com mt@robertwcohenlaw.com Attorneys for Defendant SHAWN EBRAHIMIAN SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF LOS ANGELES ULRS, INC. dba UNITED LEGAL GROUP, a Californian corporation, Plaintiff, V. CLINTOX LABORATORIES, INC, a California corporation; SHAWN EBRAHIMIAN, an individual aka SHAWN EBRA; and DOES 1-100, inclusive, Defendants. Case No. 20STCV18876 [Assigned to Hon. Teresa A. Beaudet] NOTICE OF HEARING AND DEMURRER TO PLAINTIFF’S COMPLAINT; MEMORANDUM OF POINTS AND AUTHORITIES; DECLARATION OF ROBERT W. COHEN Date: September 21, 2020 Time: 8:30 a.m. Dept.: 50 CRS ID: 915142603851 TO THE PARTIES AND THEIR ATTORNEYS OF RECORD: PLEASE TAKE NOTICE that on September 21, 2020 at 8:30 a.m. in Department 50 of the above-entitled Court, located at 111 North Hill Street, Los Angeles, California 90012, Defendant Shawn Ebrahimian will and hereby does demur to the complaint on file by Plaintiff ULRS, Inc. dba United Legal Group pursuant Code of Civil Procedure section 430.10. DATED: July 6, 2020 LAW OFFICES OF ROBERT W. COHEN A Professional Corporation By__/s/ Robert W. Cohen Robert W. Cohen Mariko Taenaka Attorneys for Defendant SHAWN EBRAHIMIAN DEMURRER TO COMPLAINT © 0 J O N hn BKB WwW ND = 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 DEMURRER Defendant SHAWN EBRAHIMIAN demurs to Plaintiff’s Complaint on the following ground: The third cause of action for Breach of Personal Guaranty fails to state facts constituting a cause of action. DATED: July 6, 2020 LAW OFFICES OF ROBERT W. COHEN A Professional Corporation By__/s/ Robert W. Cohen Robert W. Cohen Mariko Taenaka Attorneys for Defendant SHAWN EBRAHIMIAN 2 DEMURRER TO COMPLAINT © 0 J O N hn BKB WwW ND = NN N N N N N N N ND e m e m e m p m e m em e m e m oO NN O N Ln BA W N = O O OV 0 NN O N PRE W N = O MEMORANDUM OF POINTS AND AUTHORITIES I. INTRODUCTION By this lawsuit, Plaintiff ULRS, Inc., a bill collection agency doing business as United Legal Group, sues Defendant Clintox Laboratories, Inc. and one of its executives, Shawn Ebrahimian. The Plaintiff claims that Clintox breached a collection contract and that Mr. Ebrahimian breached a “written personal guaranty” by which he purportedly “personally guaranteed all obligations owed by Defendant Clintox to Plaintiff.” (Compl., { 18.) Clintox allegedly owes over half a million dollars to ULRS under the contract and, by its third cause of action, ULRS seeks recovery of the same amount plus interest and attorney’s fees against Mr. Ebrahimian pursuant to the supposed guaranty. But the contract that the Plaintiff sues upon -- and which, Plaintiff says, contains the alleged guaranty -- in fact says no such thing. (A copy of the contract is attached as Exhibit A to the complaint and reproduced as Exhibit A hereto for ease of reference.) On the contrary, the contract contains no guaranty clause and no language of any sort indicating a promise or imposing an obligation on anyone to warrant or to answer for the debts of anyone else. In the absence of an actual promise in the contract, then, the entire basis for URLS’s “guaranty” claim is instead relegated to a fragmentary and nebulous couple of words it appended to Clintox’s signature block -- printing “(Name) As Personal Guarantor” below the line left for insertion of Mr. Ebrahimian’s name where he signed he contract on behalf of Clintox. The contract contains no explanation anywhere elucidating what, if anything, is meant by the isolated phrase or indicating who might be obligated to do what for whom or when. It assuredly does not say, as the Plaintiff imagines at paragraph 18 of its complaint, that “Defendants Ebrahimian, and Does 51 through 100 inclusive’s [sic] entered into a written personal guaranty whereby Defendant Ebrahimian; [sic] and Does 51 through 100, inclusive, personally guaranteed all obligations owed by Defendant Clintox; [sic] and Does 1 through 50 inclusive’s [sic] to Plaintiff.” It is more than evident, then, that the contract Plaintiff sues upon is not only devoid of language making up a personal guaranty of any kind, but that even if there had been, Mr. Ebrahimian was not even a party to the contract. The contract makes it plain on its face that it 3 DEMURRER TO COMPLAINT © 0 J O N hn BKB WwW ND = NN N N N N N N N ND e m e m e m p m e m em e m e m oO NN O N Ln BA W N = O O OV 0 NN O N PRE W N = O reflected an agreement solely between the two corporations and that Mr. Ebrahimian signed it on behalf of Clintox. ULRS has no business suing Mr. Ebrahimian for any reason -- neither on a non- existent guaranty nor on a contract he never entered into. The complaint therefore states no cause of action against Mr. Ebrahimian and this demurrer should accordingly be sustained without leave to amend for the reasons more fully explained below. II. STANDARD OF REVIEW The principles governing demurrers in California are well established. A demurrer tests the legal sufficiency of the pleadings. (Songer v. Cooney (1989) 214 Cal.App.3d 387, 390.) Its function is to challenge defects appearing either on the face of the complaint or subject to judicial notice. (Donabedian v. Mercury Ins. Co. (2004) 116 Cal.App.4th 968, 994.) The “face of the complaint” also includes matters shown in exhibits attached to the complaint and incorporated by reference. (See Frantz v. Blackwell (1987) 189 Cal.App.3d 91, 94 [“we rely on and accept as true the contents of the exhibits and treat as surplusage the pleader’s allegation as to the legal effect of exhibits]; George v. Automobile Club of Southern Calif. (2011) 201 Cal.App.4th 1112, 1130.) The demurrer admits the truth of all material facts properly pleaded, but does not admit the plaintiff’s contentions, deductions, or conclusions of fact or law. (Aubry v. Tri-City Hosp. Dist. (1992) 2 Cal.4th 962, 966-967.) The complaint must state essential facts directly with clearness and precision, so that nothing is left to surmise. (Ankeny v. Lockhead Missiles and Space Co. (1979) 88 Cal.App.3d 531, 537.) Where a complaint by these means reveals defects or some defense that would bar recovery, there is no cause of action stated and a demurrer is properly sustained. (Code Civ. Proc., § 430.10(e); Guardian North Bay, Inc. v. Superior Court (2001) 94 Cal.App.4th 963, 971-972.) III. ARGUMENT A. Mr. Ebrahimian Is Not a Guarantor of the Clintox Contract “A surety or guarantor is one who promises to answer for the debt, default, or miscarriage of another.” (Civ. Code, § 2827.) California law makes no distinction between a surety and a guarantor. (U.S. Leasing Corp. v. duPont (1968) 69 Cal.2d 275, 284, fn. 10.) “[A] contract of a surety or guarantor is to be interpreted by the same rules used in construing other contracts, with a 4 DEMURRER TO COMPLAINT © 0 J O N hn BKB WwW ND = NN N N N N N N N ND e m e m e m p m e m em e m e m oO NN O N Ln BA W N = O O OV 0 NN O N PRE W N = O view towards effectuating the purposes for which the contract was designed.” (G & W Warren's, Inc. v. Dabney (2017) 11 Cal.App.5th 565, 574 (citations and internal quotations omitted).) Thus, for a valid guaranty to exist, “the parties must ‘all agree upon the same thing in the same sense.” (See Foster Poultry Farms v. Alkar-Rapidpak-MP Equipment, Inc. (E.D. Cal. 2012) 868 F.Supp.2d 983, 995 (quoting Civ. Code § 1580.) Mutual assent is determined by an objective standard. (Ibid.; see G&W Warren's, supra, at p. 575 [“Contract formation is governed by objective manifestations, not the subjective intent of any individual involved. The test is ‘what the outward manifestations of consent would lead a reasonable person to believe.” Thus, ‘[t]he parties’ undisclosed intent or understanding is irrelevant to contract interpretation.’’].) In California, agreements to guaranty the debt of another are “strictly construed so as not to impose a burden not contained or clearly inferable from the language of the contract.” (Airlines Reporting Corp. v. U.S. Fidelity and Guaranty Co. (1995) 31 Cal. App.4th 1458, 1464 (italics supplied); see Salomon v. Cawston Ostrich Farm (1919) 43 Cal. App. 465, 469 [same]; U.D. Switzer v. A.F. Baker (1892) 95 Cal. 539, 541 [“We cannot infer an agreement to pay the debt of another from such doubtful language.”].) California law thus employs a presumption that where, as here, an agent executes an instrument on behalf of a disclosed principal, the agent does not bind himself individually absent “clear and explicit evidence” that the parties intended to bind the agent. (S.F. Heringer v. A.G. Schumacher (1928) 88 Cal. App. 348, 352; see also Zumwalt v. Schwartz (1931) 112 Cal. App. 734, 736 [“[I]t is a general rule of agency that where an agent contracts on behalf of a disclosed principal the presumption is, in the absence of an agreement otherwise, that it was the agent’s intention to bind the principal and not to incur personal liability; and ordinarily the agent will not be held personally except upon clear and explicit evidence of an intention to substitute his personal liability for or to that of his principal.”].) Decisions throughout the country are to the same effect. (See, e.g., Salzman Sign Co. v. Beck (N.Y. 1961) 176 N.E.2d 74, 75 [agent will not be bound personally “unless there is clear and explicit evidence of the agent’s intention to substitute or superadd his personal liability for, or to, that of his principal.”’].) In Salzman, the court found there was no enforceable guaranty under this 5 DEMURRER TO COMPLAINT © 0 J O N hn BKB WwW ND = NN N N N N N N N ND e m e m e m p m e m em e m e m oO NN O N Ln BA W N = O O OV 0 NN O N PRE W N = O standard even where the contract provided that “the officer or officers signing on behalf of [the] corporation [] hereby personally guaranty the payments hereinabove provided for.” (Ibid.) Without clear language explicitly delineating the nature and extent of the purported guaranty, the court found that no personal liability could be imposed on the officer who executed the contract. And noting “the nearly universal practice” that where individual liability is desired the officer signs twice -- once as a corporate representative and again as an individual -- the court found that a single signature could not amount to a guaranty. (Ibid.; see also Capitol Group, Inc. v. Collier (Mo. App. 2012) 365 S.W.3d 644, 648 [“[I]n order to hold a corporate officer individually liable in signing a contract of guaranty . . . the officer should sign the contract twice[,] once in his corporate capacity and once in his individual capacity.” [Citation.]”; Livonia Building Materials v. Harrison Construction Co. (Mich. App. 2077) 742 N.W.2d 140, 146 [same]; Mission Grove, L.P. v. Hall (Tex. App. 2016) 503 S.W.3d 546, 555 [no personal liability absent “specific first-person guarantor language” such as “I guaranty . ..” or “we agree to pay. ..”].) Simple logic, of course, underscores the necessity of two forms of signature as the only means to effectuate an intelligible guaranty of any sort. If Mr. Ebrahimian’s signature had really been in his individual capacity, the upshot would be that no one signed on behalf of the corporation -- which would in turn mean there was no corporate obligation to guaranty. The Plaintiff here doesn’t simply fail to present the sort of “clear and explicit” evidence of a personal guaranty that it must do to support a cause of action, it fails to point to a cognizable promise of any kind; the contract it relies on is not simply a thin reed, it is no reed at all. “Under basic contract law ‘an offer must be sufficiently definite, or must call for sch definite terms in the acceptance that the performance promised is reasonably certain.” [Citations.] ‘Where a contract is so uncertain and indefinite that the intention of the parties in material particulars cannot be ascertained, the contract is void and unenforceable.” [Citations.]” To be enforceable, a promise must be definite enough that a court can determine the scope of the duty and the limits of performance must be sufficiently defined to provide a rational basis for the assessment of damages.” (Ladas v. California State Auto. Assn. (1993) 19 Cal.App.4th 761, 770; see Civ. Code, § 1598.) 6 DEMURRER TO COMPLAINT © 0 J O N hn BKB WwW ND = NN N N N N N N N ND e m e m e m p m e m em e m e m oO NN O N Ln BA W N = O O OV 0 NN O N PRE W N = O Under every applicable test, then, the contract the Plaintiff sues upon does not and cannot support a personal guaranty claim and the complaint therefore states no cause of action against Mr. Ebrahimian, B. The Demurrer Should Be Sustained Without Leave To Amend Where reasonably possible, leave to amend a defective complaint should be liberally allowed, but this policy does not apply where a viable amendment is not reasonably possible; on the contrary, the court should deny leave to amend where, as here, the facts are not in dispute and no liability exists under substantive law. (Jenkins v. JP Morgan Chase, NA (2013) 216 Cal.App.4th 497, 535.) In this case it is flatly impossible for the Plaintiff to amend its pleadings to state a viable claim against Mr. Ebrahimian because the written contract that it sues upon does not -- and as a matter of law cannot -- impose personal liability upon him. And as explained, there is nothing ambiguous about the agreement (at least with respect to whether it can be plausibly read to state an enforceable guaranty) because the language on its face is impossibly inconsistent with the relevant legal standards -- Mr. Ebrahimian is not a party to the agreement and no amount of “interpretation” or recasting of the pleadings can ever change that. In California, “[t]he determination as to whether a contract is or is not ambiguous is a question of law for the court.” (SDR Capital Mgmt., Inc. v. Am. Intern. Specialty Lines Ins. Co. (S.D. Cal. 2004) 320 F.Supp.2d 1043, 1046.) A contract may only be found ambiguous “where it is capable of two or more constructions, both of which are reasonable.” (TRB Investments, Inc. v. Fireman's Fund Ins. Co. (2006) 40 Cal.4th 19, 27.) Since the contract here cannot be reasonably construed to include a personal guaranty, there is no ambiguity that may be resolved by resort to extrinsic evidence or by an interpretation altering the written instrument. (See Mills v. Vista Pools, Inc. (1960) 184 Cal.App.2d 668, 673 [absent ambiguity, court cannot rewrite or provide new terms for contract]; Lee v. Springer Laundries, Inc. (1970) 8 Cal.App.3d 1003, 1007 [extrinsic evidence only allowed where relevant to prove a meaning to which the language of the instrument is reasonably susceptible].) ULRS’s contract contains an integration clause reading: 7 DEMURRER TO COMPLAINT © 0 J O N hn BKB WwW ND = NN N N N N N N N ND e m e m e m p m e m em e m e m oO NN O N Ln BA W N = O O OV 0 NN O N PRE W N = O 17. ENTIRE AGREEMENT: This Agreement contains the entire agreement of the parties. No other agreement, statement, or promise made on or before the effective date of this Agreement will be binding on the parties. This Agreement may be modified by subsequent agreement of the arties only by an instrument in writing signed by both parties to this agreement. Where the parties agree to an integration in this manner, evidence extrinsic to the contract itself cannot be used to add to or vary he terms as written. (Code Civ. Proc. § 1856; Grey v. Am. Mgmt. Services (2012) 204 Cal.App.4th 803, 807.) “This type of [integration] clause has been held conclusive on the issue of integration, so that parol evidence to show that the parties did not intend the writing to constitute the sole agreement will be excluded. [Citations.]” (/bid.) Under settled California law, therefore, Plaintiff’s complaint states no cause of action for breach of personal guaranty against Mr. Ebrahimian and it cannot be amended to do so. IV. CONCLUSION For these reasons, defendant Shawn Ebrahimian respectfully submits that his demurer to Plaintiff’s complaint against him should now be sustained without leave to amend. DATED: July 6, 2020 LAW OFFICES OF ROBERT W. COHEN A Professional Corporation By__/s/ Robert W. Cohen Robert W. Cohen Mariko Taenaka Attorneys for Defendant SHAWN EBRAHIMIAN 8 DEMURRER TO COMPLAINT © 0 J O N hn BKB WwW ND = NN N N N N N N N ND e m e m e m p m e m em e m e m oO NN O N Ln BA W N = O O OV 0 NN O N PRE W N = O DECLARATION OF ROBERT W. COHEN I, Robert W. Cohen, declare: 1. I am the attorney of record for Defendant Shawn Ebrahimian in this matter. I have personal knowledge of the facts stated herein and I can competently testify to them. 2 Prior to my retention in this case, Shawn Ebrahimian was represented by another attorney, Jonathan Ebrahimian, who exchanged correspondence with Plaintiff’s counsel Thomas M. Padian by way of letters dated June 18, 2020 and June 23, 2020 in an attempt to meet and confer about the merits of the complaint and Defendant’s belief that the complaint did not adequately state a cause of action against Mr. Ebrahimian. The attorneys disagreed with one another about the merits of the complaint and their exchange of views did not change their minds. In follow up, I spoke with Mr. Padian on the telephone on July 1, 2020 and I advised him of my view that the third cause of action did not state a cause of action for breach of personal guaranty against Mr. Ebrahimian because he was not a party to the complaint that plaintiff sues upon; I advised Mr. Padian of my belief that the third cause of action was therefore subject to demurrer. Mr. Padian disagreed, explaining his belief that Mr. Ebrahimian was a party to the contract. 3. A copy of the contract that Plaintiff sues upon is attached as Exhibit A to the complaint and reproduced as Exhibit A hereto for ease of reference. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed July 6, 2020 at Los Angeles, California. /s/ Robert W. Cohen Robert W. Cohen 9 DEMURRER TO COMPLAINT EXHIBIT A To: 19493867498 From: 19712751300 Date: 10/31/19 Time: 12:43 PM Page: 05 To: Page5of8 2019-10-31 19:43:49 (GMT) 18006581500 From: Sean Tab CREDIT UNITED 1 LEG AL GROUP Covtection SERVICE AGREE EMENT ULRS, Inc. & Empire Recovery Systems, Ine. DBA United Legal Group DBA Credit Collection Bureau (referred fo 48 ULG) and CLINTOX LABORATORIES INC. (referred to as CLIENT) agree that the accounts assigned to ULG are subject to the terms and conditions ofthe following Collection Servi ice Agree eiment therein referred tos. Agreement) between the parties. ; : 1. CLIENT REPRESENT, ATIONS, COY ENANTS. AND WARRANTIES: CLIENT represents, covenants, ari ; warrants to ULG that CLIENT is the oti ginal creditor of any and all assigned accounts. Information voncerning any account © CLIENT assigns 10 ULG has been prepared i in good faith based upon CLIENT s accounts receiv Ll and pres valid and legally enfor ceable debts. : nig ASSIGNMEN TOF ACCOUNT(S): CLIENT hereby understands and agrees to the assignment of all accounts placed with ULG, CLIENT further understands and agrees that this assignment of ifs accounts to ULG operates 4s a transfer of _" CLIENT’s legal and financial rights to ULG and a delegation of CL [ENT s duties for each individual account placed with ULG fora period: of three (3) years from the date CLIENT places the account(s) with ULG. If ULG obtains a judgment on any.’ “assigned accounts through ULG’s legal department and/or attorney, the assignment for that account w Ibe extended to fen. ; {10) years from the date the judgment is recorded. CLIENT agrees to cease all communication upon assigmment and to immediately fefex all debtor-initiated contact to ULG. Any and all lawsuit and/or enforcement of judgments ¥ bei in the name ofl) LG. i 3. COLLECTION RATES: ULG's contingency fee will be based on the percentages TE These fees only apply io the principal amount assigned: ULG shall be entitled to any and all interest and/or collection fees tecovared. To expedite resulying the account sent by the CLIENT, we offer debtors different types of payment options te. ro and resolve the acoount a3 soon as possible. Our payment options consist of debit cards; certain credit cards, checks; inex cf deposits, fad sire "transfers. Tor debit and credit cards, we are charged 5% per transaction. For wire transfers, we arg charged a Hat fee of $50.00 regardless of the sransfer amount. For checks, we are not charged. any fees. ice we are a third receiving Tooney on your company’s behalf, we will have the debtor pay for these fees, | ifthe debtor's transaction fee e fees sil] be taken from the CLIENTs portion, ) a, (30%) of the principal of each account when the date of assignment js within one (1) vear from the account's first: Seaency date. : b. (35%) of the principal of each account when the date of assignment is over one (13 vear from the account's first “delinquency date, ¢. (40%) of the principal of cach sccount assigned that is collected through ULGs legal department and/or attorney (including to obtain and/or enforce any judgments), originating from NSF check(s), requiring any kip tracing work, is a second-assignment account {account previously assigned to other agency[ies]), the principal assigned is $1000.00 or less. the account's stature of imitation expired prior to the date of assig ment, or is collected through one of ULG? 2 subcontracted agencies. 4. CHARGEDBACK. DISPUTED. AND/OR REFUNDED PAYMENTS: In the event ULG receives a payment for an. account that results in a chargeback, subject to a preference payment as a result of a bankruptcy or the payment is disputed and refunded, and ULG fas remitted the funds to the CLIENT, CLIENT agrees to remit to ULG the full amount of the check ar charge within fifteen (13) calendar days, CLIENT agrees ULG shall have the sole discretion to decide whether a payment should be refunded and CLIENT agrees to be bound by ULG’s decision, . CHECK ENDORSEMENT AUT HORIZAT ION: CLIENT authorizes ULG to endorse checks. money orders, or Be papers made out in CLIENT'S name for the purpose of payment of accounts. : INDEMNIFICATION AND RELATIONSHIP OF PARTIES: ULG is an independent contractor and is solely ir ie for the employment, acts. omissions, control and direction of its employees. ULG will indemnify and hold harmless CLIENT. its officers, directors, employees and agents, against any claim that ULG has been found 1 have violated any: Federal or State collection faws (such as the EDCPA, FCRA, etc.) or committed any act that constitutes a criminal offense. CLIENT will indemnify and hold harmless ULG, its officers, directors, employees aud agents: against any and atl direct or indirect losses, claims, demands, expenses (includ ing atiomeys’ fees) or Habilities of any nature as a result of CLIENT’s assignment and/or ¢ancellation of accounts to ULG. as well as any data furnished by ULG op CLIENT'S behalf to the major credit reporting agencies relaving to CLIENT s accounts assigned to ULG in accordance to this Agreement. Page | of 3 Initials ems = mr a To: 19493867498 From: 19712751300 Date: 10/31/19 Time: 12:43 PM Page: 06 o: age 6 of 8 2019-10-31 19:43:49 (GMT) 18006581500 From: Sean Tab REMITTING COLLECTION FUNDS: Within sixty (60) days from the date an account is settled o r paid-in-full, LLG ie remit to CLIENT their portion of the principal amount collected, after deducting ULG’s continge ncy fees, interest if collected), and any costs ULG advanced on behalf of CL JENT. Forany payment plans Cand parti al payments, ULG's © contingency fees w iii be all located first, any interest second, and the principal. amount third. ye oh: 5. 5 ANC ELLATION OF AC cou NT(S): If CLIENT decides to cancel an account after three (3) 3 years fr om the assigmuent date, or cancel any judgment(s) obtained through ULG™s legal department / attorney after ten (10) yea rs from the - recording date, CLIENT must give thirty (30) days written notice to ULG. If CLIENT decides to canc el an account within ; twenty: four {24} hours of assignment to ULG, the account will not be subject to the Compensation Fees ag reed upon below, Y, COMPENSATION J FEES: If CLIENT decides to cancel an account within three {3) years fr om’ the date of assignment, CLIENT agrees to pay ULG a Compensation Fee at an hourly rate of $250.00 per hour; and if CLIENT dec ided to-cancel any od judgment(s) ¢ obtained. trough ULG's legal department / attogney, CLIENT decides to cancel wit hin ten (10) years from the recording date, CLIENT agrees to compensate ULG a Compensation Fee at an hourly rate of $350.00 per hou. ‘Com pensation . ‘Fees are hourly rates according to fhe time and money ULG spent servicing the account, any accrued interest, “and any costs ¥ advanced. on CLIENT’s behalf as liquidated damages pursuant to C alifornia Civil Code Secti on 1671. Compensation Fees will, not ‘exceed ULGs contingency percentage of the principal amount Assigned plas any acerued interest and a y ¢ costs: ‘advanced on CLIENT'S behalf CLIENT understands it is. di fhicult to calculate exactly how ah ULG expends on the numerous costs s and fous oii © with servicing CLIENT s accounts, some of which include but are not limited to: court filing fees, legal fees: Private ” ~ Investigator fees, skip tracing, staffing, licensing fees, reporting 10 the credit bure aus, daily operating expenses. office overhead and legal review of account information. CLIENT agrees the Compensation Fees described hov e are reasonable based on the ULG’s experience in the debt collection fndusiry. and are not considered 2 penalty, but rather a reasonable measure of the damages incurred by ULG's expe snditure of funds for any account held for collection for less than three (3) years from the date of assignment or for any judgment obtained through ULG’s legal department {attorney held less than fen (149) years-from the recording date. CLIENT is obligated to remit C ompensation Fees to AGENCY: within seven (7) busin ess days since re quest was made. After this period. AGENCY’ reserves the right to forward account to AGENCY'S c ollection department, an increase of 1.5% interest will be added te requested ‘amount monthly, in. additio n to a 35% collection fee. CLIENT assumes responsibility for alt collection, legal, court and attorney fees. Cancelled accounts Cc annot. be reassi igned.- 16, COMPROMISE SETTLEMENTS: If CLIENT accepts 2 Compr omise settlement for any; assigned acc ount w ithout prior written authorization from ULG, ULG will close the account and £ LIENT wil pay. Ho their Compensation Fee as agr eed upon methe Agreement, LL YALIDATION REQ! 'S: 15 ULG requests backup or any additional information from CLIENT seu 2 account, CLIENT must Fespon within ten (10) business days of the request, If CLIENT does not frepand and/Gr if the Stata of limitation is exceeded due fo unresponsiveness or CLIENT cannot provide documentation, ULG witl close the geeount, and CL EN Twill pay ULG thelr Compensation Fee as agreed upon in the Agreement, 12. ASSIGNMENT OF PAID, SETTLED. AND/OR CLOSED AC COUNTS: If any assigned account is seittied fo have been directly or indirectly paid, settled, and/or closed before the daie of assignment, ULG wille fuse the account and CLIENT will pay ULG their contingency percentage of the confi red payment amount 13. DIREC 1 PAYME NTS TO THE CLIENT: CLIENT must notify ULG of any payments received directly for any assigned account within three (3) business days upon receipt, Once an account is assigned, ULG receives their contingency fee on any and ail payments received on or after the date of assignment to LLG, 14. LIEN. ON COLLECTED FUNDS: owed to ULG including, but not limited to: contingericy fees, it interest, oid fies, ab ’S. © for . costs dis anced by LLG for any account assigned by CLIENT as agreed upon in this Agreement, Any monies ULG collects on behalf of any © and all accounts CLIENT assigned to ULG. CLIENT expressly autherizes ULG to allocate C LIENT 5 Hai n of monies. collected towards the amount of the lien until the Hen has been satisfied | in full, 5.LEGAL ENFORC EMENT FEES & HARD COURT COSTS: CLIENT. agrees, 10 advance ali legal enforcement fees and hard court costs/legal costs, as well as any related expenses for any account pursued through ULG's Legal Department or attorney's office, incloding but not limited to the following: fiting fises, process server's fees, skip racing fees, bank. s earch fees. employment verification fees, asset search fees, etc. and will be applied towards court costs as needed: At the © conclusion of any account, CLIENT must request in writing that LLG return any unused legal enforcement fees and hard court costs; otherwise, ULG will retain them to be used for CLIENT'S other assigned ageounts Page 20/3 Initials . #4 Er & ar ai im Fes To: 19493867498 From: 19712751300 Date: 10/31/19 Time: 12:43 PM Page: 07 To: Page7of8 2019-10-31 19:43:49 (GMT) 18006581500 From: Sean Tab Tin the event.of a or vss-complaint, any type of bankruptcy or an appeal, ULG and ULG's artomey are » not responsible. to defend CLIENT I. and CLIENT may retain an attorney of their choosing to do so: however, ULG and ULG's attomey way agree, ina se parate agreement, to defend CLIENT ata discounted hourly rate on an account-by- account ‘basis, - if VLG and ULG’ s attorney recommend that an account requir es fi Ting for a fraudulent transfer, fraudulent - conveyance oralier ego cause of action, ULG and ULG’s attorney's wil only proceed with such causes s of action ala. ; discounted hourly. rate 10 be determined on an account-iy-account ¢ basis. fo oon : 16, DISC “LAIMER OF.G 7, ARAN TEE: Although ULG may offer an opinion aba possibis results reg ee ing. ithe subject: el mater f1his Agreement, ULG does not guarantee any particular result, CLIENT acknowledges that ULG has made no ~~ promises about the outcome and that any opinion offered by ULG does. not constitute a guarantee. CLIENT will not hold : UL G Ci cmasibls, for any rad account’ 3 statute of limitation expiring, : ; ; 5 AT.EN 1 RE AGRE ME NT: This Agr cement contains the entire agreement of the parties. No ofbér agreement, ; statement, or promise made on or edn the effective date of this Agreement will be binding on the parties. This Agreement may “be modified by mile agreement of the parties only by an instrument in writing singed by BE par ties fo this * lh greement. [4 ox BRCINE | GOVERNING I LAW OF JURISDICTION: Ifany legal action is required 10 enfor <& ANY Or all of this Ag reement, ) the action wus be brought in the. Superior Court of California, County of Riverside. C LIENT agrees to pay. any court costs. Tegal fos, attorney fees, 2 and any other expenses incur ed by LG asa wl of the | litigation. "49.0 EDL RE PORTING: CLIENT hereby authorizes ULG to remot accounts to credit reporting agencies. ef ~ Initials 20. Cl SENT SETTL EMENT: CL JENT hereby authorizes ULG to accept any settlement of 70% oor higher of the ; principal amoung for any assigned account without prior written approval from CLIENT, © Sol THLE = Initials UL RS, Inc. | Empire Recovery Systems, fre, CLINTOX | ABOR, ATORIES INC, "DBA United Legal Group 516 N LARCHMONT BLVD DBA Credit © ollection Bureau Account Manager: Jonathan Oswald LOS ANGELES, CA 90004 = .. ol. mt th Bat or’ (ei tig, (Name) As Persona al Guarantor (Signature) Page 3.0/'3 © 0 J O N hn BKB WwW ND = NN N N N N N N N ND e m e m e m p m e m em e m e m oO NN O N Ln BA W N = O O OV 0 NN O N PRE W N = O PROOF OF SERVICE State of California ) County of Los Angeles ) I am a resident of the State of California, over the age of eighteen years and not a party to the within action. My business address is 1901 Avenue of the Stars, Suite 1900, Los Angeles, California 90067. On July 6, 2020 I served the within described document: NOTICE OF HEARING AND DEMURRER TO PLAINTIFF’S COMPLAINT; MEMORANDUM OF POINTS AND AUTHORITIES; DECLARATION OF ROBERT W. COHEN by placing a true and correct copy thereof in a sealed envelope to: Thomas M. Padian, Esq. Lanak & Hanna, P.C. 625 The City Drive South, Suite 190 Orange, CA 92868 tmpadian @lanak-hanna.com BY MAIL: I am readily familiar with the firm’s practice of collection and processing correspondence for mailing. Under that practice a true copy would be deposited with the US Postal Service on that same day with postage thereon fully prepaid at Los Angeles, California in the ordinary course of business. I am aware that on motion of the party served, service is presumed invalid if postal cancellation date or postage meter date is more than one day after date of deposit for mailing in affidavit. BY PERSONAL SERVICE: I caused personal delivery of said document(s) to the offices of the addressee(s) as set forth in the attached mailing list. BY OVERNIGHT DELIVERY SERVICE: I caused such envelope to be deposited with an overnight delivery service (Overnite Express\Federal Express\UPS) for delivery the next court day, or at the most, within two court days of the above date. X BY ELECTRONIC MAIL: I caused said document(s) to be electronically served at the electronic service address (e-mail address) listed above. Pursuant to the laws of the State of California I declare under penalty of perjury that the foregoing is true and correct. Executed on July 6, 2020 at Los Angeles, California. /s/ Mariko Taenaka Mariko Taenaka 10 DEMURRER TO COMPLAINT Journal Technologies Court Portal Court Reservation Receipt Reservation Reservation ID: 915142603851 Reservation Type: Demurrer - without Motion to Strike Case Number: 20STCV18876 Filing Party: Shawn Ebrahimian (Defendant) Date/Time: September 21st 2020, 8:30AM Fees Description First Paper Fees (Unlimited Civil) Credit Card Percentage Fee (2.75%) TOTAL Payment Amount: $446.96 Account Number: XXXX2435 < Back to Main I= Print Page Copyright © Journal Technologies, USA. All rights reserved. Status: RESERVED Number of Motions: 1 Case Title: ULRS, INC, vs CLINTOX LABORATORIES, INC.,, et al. Location: Stanley Mosk Courthouse - Department 50 Confirmation Code: CR-ZTK2XE2KD8QAV4ZXF Fee Qty Amount 435.00 1 435.00 11.96 1 11.96 $446.96 Type: Visa Authorization: 06762G
