Pak

FACTS AND PROCEDURAL BACKGROUND

Events Precipitating the Lawsuit

As we will discuss below, the complaint only refers to the 2009 Agreement, and no proper oral motion was made to amend it to include breach of an earlier agreement, nor was breach of an earlier agreement tried by consent. We include details of the earlier agreements to the extent that they evidence the parties’ prior dealings and therefore aid in determining whether the 2009 Agreement was enforceable. Pak and Asaf are immigrants from Iran. They first met through Pak’s brother, a long-time friend of Asaf from dental school in Iran. Asaf started a dental practice in the United States, Encino Smile Center, Inc., and Pak sought to work for him as a dental technician. Asaf did not hire Pak, but they continued to see one another about once a month. Pak was in need of a job. Asaf suggested to Pak that if he loaned money to Ednaco, a dried fruit and nut company, Asaf could get Pak a 10 percent return on his

Although the loan agreement was made in December 2009, it was executed in 2010. Because the parties and trial court refer to it as the “2009 Agreement,” we will refer to it as such throughout the opinion.

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