Seraphim Energy Group v. HSZ Energy CA1/3

BACKGROUND

Seraphim is an importer of solar panels, and defendants were their suppliers. In February 2021, Seraphim filed a complaint for breach of contract against defendants, alleging the following facts: On April 3, 2020, the parties executed a promissory note and security agreement pursuant to

1 which Seraphim made a loan of $1.5 million and defendants agreed to repay the loan with interest by April 18, 2020 (the April 2020 note). On May 1, 2020, the parties executed a promissory note and security agreement pursuant to which Seraphim made an additional loan of $1,054,480 and defendants agreed to repay the loan with interest by May 15, 2020 (the May 2020 note). Defendants breached their obligations under both notes by failing to make payments that were due. For breach of the April 2020 note, Seraphim sought compensatory damages in excess of $1,825,000, and it sought an additional award of more than $940,000 for breach of the May 2020 note. Copies of the April 2020 note and May 2020 note were attached to the complaint. Both notes refer to Seraphim as the “ ‘Payee’ ” and defendants as the “ ‘Maker,’ ” and they contain many identical terms, including the parties’ agreement that…