Case Name:   Naderi, et al. v. Spire Manufacturing, Inc.

Case No.:       1-13-CV-243206

After full consideration of the evidence, the separate statements submitted by each party, and the authorities submitted by each party, the court makes the following rulings:

This is an action for breach of an oral contract for services.  According to the allegations of the complaint, in 2008, plaintiff Achilleas Veziris (“Veziris”) and defendant Spire Manufacturing, Inc. (“Spire” or “Defendant”) entered into an oral agreement in which Veziris would receive a 5% ownership interest in Spire for his services rendered.  (See complaint, ¶ 30.)  However, Spire refuses to deliver any such shares to Veziris.  (See complaint, ¶ 33.)  On March 19, 2013, Veziris and co-plaintiff Masoud Naderi (“Naderi”) filed a complaint against Spire in which Veziris asserted a sixth cause of action for breach of contract, a seventh cause of action for specific performance, an eighth cause of action for claim and delivery, a ninth cause of action for declaratory relief, and a tenth cause of action for quantum meruit.

Although unclear, it appears that Veziris seeks to adjudicate “that Spire had a duty to Veziris” regarding the sixth and seventh causes of action for breach of contract and specific performance, respectively, or perhaps the adjudication of the entirety of the seventh cause of action for specific performance while only seeking to adjudicate the issue of duty as to the sixth cause of action.[1]  As discussed below, either way, it ultimately does not affect the fact that Veziris fails to meet his initial burden, or at a minimum, that there are triable issues of material fact.

Here, Veziris fails to present any evidence showing that the 5% interest in Spire that Keyashian promised was to come from Spire’s undistributed shares and not Keyashian’s personal interest in Spire.  This is critical: Veziris is asserting breach of contract claims against Spire and not Keyashian; in order for Spire to have any duty to award a 5% interest, the interest must be from Spire’s shares, as opposed to Keyashian’s.  Veziris necessarily must present evidence that demonstrates that Keyashian offered a 5% interest in Spire from Spire’s undistributed shares.  Instead, Veziris proffers Keyashian’s declaration that expressly states that Keyashian “did not specify any other facts regarding the nature of the ‘5%.’”  (Keyashian decl., ¶ 4.)  Veziris’ declaration is silent on this issue; however, Veziris attaches deposition testimony from Bui in which she states that the compensation for Veziris should be coming from Keyashian’s shares.  (See Brown decl. in support of motion for summary adjudication, exh. 4 (“Bui depo”), p.78:7-15 (Bui testifying that “we agreed to compensate—pay him monetarily or some sort of stock option… the compensation coming from John’s own shares… because he—John wanted to commit to that 5 percent”).)

Veziris fails to meet his initial burden to demonstrate that he is entitled to adjudication on the issues of duty associated with the sixth and seventh causes of action against Spire.  Even if Veziris had met his initial burden, Veziris himself demonstrates the existence of triable issues as to the scope of Keyashian’s authority to bind Spire, and as to whether Keyashian or Spire is the proper source of any 5% interest in Spire.

Accordingly, the motion for summary adjudication is DENIED.  (Code Civ. Proc. § 437c, subd. (p)(1).)

In opposition, Spire filed objections to Veziris’ evidence submitted in support of Veziris’ motion; however, the objections are not the basis for the Court’s ruling.  The objections are OVERRULED.

[1] Veziris’ supporting memorandum alternately refers to the adjudication of the entirety of causes of action, the issue of duty that Spire owes to Veziris and Veziris’ liability.  (See Veziris’ memorandum of points and authorities in support of motion for summary adjudication (“Veziris’ memo”), pp.2:3-5 (stating that “Veziris is entitled to adjudications on his claims for Breach of Contract and Specific Performance, by which he seeks the ownership interest promised to him and for which he worked”), 7:4-5 (subheading stating that “Veziris is entitled to summary adjudication on his claim for specific performance (7^th claim)”), 3:26-27 (stating that “[n]ote that the claim for adjudication as to the 6^th cause of action for ‘Breach of Contract’ is for adjudication of ‘duty’ only”), 5:5-6 (stating that “the Court may adjudicate here that Spire had a duty to Veziris”), 7:2-3 and 24 (in concluding his argument as to each cause of action, Veziris states that “[t]he Court should adjudicate that Spire is liable to Veziris on the contract… [and that] Spire is liable to Veziris on the claim for specific performance”) (emphasis added).)  Veziris submits evidence of breach in support of his motion.  (See separate statement of undisputed material facts, no.16.)  Veziris’ separate statement indicates that Veziris seeks summary adjudication of the issue of duty as to the sixth cause of action and the entirety of the seventh cause of action.