Order: EXPERT CAR WASHES, INC., ET AL. VS SCOTT ALBERT ARDITI

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      Expert Car Washes,   Inc.,   et al. v. Scott
      Albert Arditi. et al., 21STCV05032
                                                              -Fentative decision on applicatitags tI
                                                               attach order: granted in part       “ng
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              Plaintiffs Expert Car Washes, Inc. (“Expert”), National Car Washes, Inc. (“National”), and
      Shahriar Shouhed (“Shouhed”) apply for a right to attach order against Defendant Scott Albert
      Arditi (“Arditi”).
              The court has read and considered the moving papers,’     opposition,”   and reply, and renders
      the following tentative decision.

              A. Statement of the Case
              1. Complain:
              Plaintiff commenced this proceeding on February 9, 2021.       The Complaint alleges causes
      of action for (1) breach of fiduciary duty, (2) conversion, (3) removal of officer/director for cause.
      and, (4) declaratory relief. The Complaint alleges in pertinent part as follows.
               Expert and National are corporations that own car washes within Los Angeles County.
      Arditi is a 30% shareholder in and a Director and Vice-President of Expert, and a 32.5%
      shareholder in and a director and Vice-President of National As an officer and director of both
      corporations, Arditi owes fiduciary duties to each corporation and to each corporation's other
      shareholders. Among the fiduciary duties owed by Arditi are the duties to faithfully account to
      Plaintiffs, to avoid self-dealing to the detriment of both Plaintiffs, and to avoid misusing and/or
      converting the assets of either Plaintiff for his personal benefit
             On May 5, 2020, Arditi, purportedly acting in his capacity as an officer and director of
      Expert and National, caused Plaintiffs to obtain SBA Economic Injury Disaster Loans ("EID")
      loans in the sum of $493,300 and $283,000, respectively. At or about the same time, Arditi
      converted $100,000 of funds out of a company account. Inasmuch as the loans were taken out in
      the name of Expert and National,         and for the stated purpose of addressing economic injuries
      sustained by those companies, the loan sums belonged to Expert and National and Arditi owed
      both Plaintiffs the duty to diligently and accurately account for the whereabouts and use of the
      loan proceeds, as well as with respect to the $100,000 Arditi withdrew from a company account.
      Moreover, Plaintiffs are informed and believe and based thereon allege that the terms of both loans
      made clear tae funds could only be used for certain company purposes, and not as distributions to
B     any owners of either corporation.
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 fe           After taking out the loans, Arditi wrote to the other shareholders of Plaintiffs and claimed
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oo    the loans he took out were supported by his personal guaranty, which entitled him to use the loan
ho    proceeds as he saw fit, and Arditi also claimed he was entitled to use the loan funds and the
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               ' Plaintiffs fail to provide tabs for their courtesy copy exhibits and their counsel is
      admonished to do so for all future filings.
              ? The court has not read or considered the footnotes in Arditi’s opposition because they do
      not meet the 12-point type-requirement of CRC 2.104.

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