3200 Imperial Highway v. Setareh CA2/3

FACTS AND PROCEDURAL BACKGROUND

Kamran and Mehrdad are brothers and shareholders in their family-owned corporation IHC, a real estate holding company for a commercial property that generates rental income. Mehrdad is the majority shareholder of IHC. IHC’s underlying

We refer to the Setareh brothers by their first names to avoid confusion. Statutory references are to the Code of Civil Procedure, unless otherwise indicated.

2 lawsuit against Kamran alleges he owes IHC for the attorney fees it incurred in defending a lawsuit a third brother brought against Kamran and IHC.3 The operative second amended complaint alleges Kamran’s fraudulent conduct caused the third brother to file his lawsuit. Kamran cross-complained against IHC and Mehrdad, alleging Mehrdad, who controlled IHC’s finances, breached his fiduciary duty, and he and IHC owed Kamran shareholder distributions and other funds. Eventually, the parties stipulated to submit the entire cause to arbitration. The stipulation—signed by the parties on June 12 and 13, 2019, and filed by the court on June 18, 2019— is titled, “Stipulation and Order for Binding Arbitration.” It states the parties “stipulate to submit the…