Case Number: TC022409 Hearing Date: May 31, 2018 Dept: A

# 12. Rubi Jimenez v. Kamila Comprehensive Health Center, Inc.

Case No.: TC022409

Matter on calendar for: Motion to Amend Judgement

Tentative ruling:

I. Background

Default Judgement was entered against Kamila Comprehensive Health Center, Inc. (“Defendant” or “KCHC”) for Rubi Jimenez (“Plaintiff”), a minor, on January 5, 2012 for a medical malpractice claim. Plaintiff’s attorney served a judgment debtor examination (“ORAP”) on Yury Akopyan, CEO of Kamila, on June 28, 2016. The only documents Akopyan produced were bank statements and corporate dissolution documentation that had been filed with the Secretary of State.

Plaintiff alleges that the dissolution documents show that Complete Care Community Health Center, Inc. (“CCCHC”) assumed the assets and liabilities of Defendant. The documents include the following details:

· “WHEREAS, in conjunction with receiving the licensing and assets of Kamila as noted above, this Corporation [CCCHC] also would assume the debt/liabilities of Kamila (detailed on the attached schedule)” (Motion Exh. D)

· “IT IS FURTHER RESOLVED THAT in light of the goodwill associated with the Kamila name in the South Gate community, that this Corporation’s [CCHC] officers are authorized to file the appropriate paperwork to enable the Corporation to provide health care services under the Kamila name (Complete Care Community Health Center, Inc. doing business as Kamila Comprehensive Health Center.) [sic]” (Id.)

· “The corporation’s [KCHC] known debts and liabilities have been adequately provided for by their assumption and the name and address of the assumer is Complete Care Community Health Center, Inc., 2928 Cesar Chavez Ave., Los Angeles, CA 90033” (Motion Exh. G) No schedule was attached or has been subsequently produced. (Brennan Decl. ¶ 5)

Plaintiff’s retained an independent collections consultant, Eric Morrow, to investigate the two companies and found that:

· KCHC’s Statement of Information, filed on December 20, 2013, includes as officers:

o Yury Akopyan as CEO;

o Robert Terry as Secretary; and

o Vlad Lenchitsky as CFO.

· CCCHC’s officers according to its 2005 Restated Articles of Incorporation are:

o Yury Akopyan as CEO and Secretary

· CCCHC’s Statement of Information, filed on August 26, 2016, includes as officers:

o Yury Akopyan as its CEO;

o Robert Terry as its Secretary; and

o Dmitry Velin as CFO.

· CCCHC’s Statement of Information, filed February 2, 2018 includes as officers:

o Yury Akopyan as CEO;

o Joyce Reese as Secretary; and

o Dmitry Velin as CFO.

Robert Terry passed away in 2017.

Plaintiff now seeks to amend the judgment and add CCCHC as a successor corporation to Defendant. CCCHC opposes the motion as proposed debtor.

II. Standard

CCP § 187 “grants every court the power and authority to carry its jurisdiction into effect.” (Highland Springs Conference and Training Center et al., v. City of Banning et al. (2016) 244 Cal. App. 4th 267, 280 (citations omitted)). This extends to amending a judgment so that an alter ego of an original judgment debtor may be added. (Id.) Modification is also permissible under a “successor corporation” theory. (Wolf Metals, Inc. v. Rand Pacific Sales, Inc. et al. (2016) 4 Cal. App. 5th 698, 704). When a corporation transfers all its assets to another constituting its “mere continuation,” the latter corporation is also liable for the former’s debts and liabilities. (Id. at 705 (citations omitted) For a corporation to qualify as the “mere continuation” of another it must show one or both of the following: (1) no adequate consideration was given for the predecessor corporation’s assets and made available for meeting the claims of its unsecured creditors; (2) one or more persons were officers, directors, or stockholders of both corporations.” (Id.) Amending a default judgment to include a successor corporation where the former corporation failed to present a defense does not violate due process. (Id. (citations omitted))

III. Analysis

CCCHC assumed the debts and liabilities of defendant. At the time of the transfer Yury Akopyan was the CEO of both organizations and Robert Terry was the secretary of both as well. Yury Akopyan remains the CEO of CCHC. CCHC is a successor corporation.

CCCHC’s argument that the following language, “this Corporation [CCCHC] also would assume the debt/liabilities of Kamila detailed on the attached schedule,” only refers to known liabilities is unpersuasive. No schedule was attached and CCCHC does not cite any authority to support its position. As CCHC states, “it cannot destroy important patient files and records, prescription notes, etc,” (Opp. to Mtn. pg 4), therefore it is not unjustly prejudiced if it decides to contest the default.

CCCHC argues that this motion is untimely. Plaintiff learned of the succession in 2016 yet failed to file for a year and a half. The burden to add a successor corporation is low, however, and it has been met by Plaintiff.

IV. Ruling

The Court grants the motion to amend the judgment to add Complete Care Community Health Center, Inc. as a judgment debtor.