Shayan Capital, LLC v. Shakib CA2/1

Opinion

Filed 9/29/26 Shayan Capital, LLC v. Shakib CA2/1 NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION ONE

SHAYAN CAPITAL, LLC, B348571

Plaintiff and Respondent, (Los Angeles County Super. Ct. No. 23STCV05062) v.

EBBY SHAKIB,

Defendant and Appellant.

APPEAL from a judgment of the Superior Court of Los Angeles County, Tiana J. Murillo, Judge. Affirmed. Murphy Rosen, David E. Rosen and Anujan Jeevaprakash for Defendant and Appellant. Ross, Peter W. Ross and Ira Bibbero for Plaintiff and Respondent.

________________________________ Defendant and appellant Ebby Shakib appeals from a judgment the trial court entered against him after granting plaintiff and respondent Shayan Capital, LLC’s (Shayan Capital) summary judgment motion. We affirm.

FACTUAL BACKGROUND A. The Complaint and Attached Loan Documents In 2023, Shayan Capital sued Shakib and others in connection with $1,600,000 Shayan Capital lent the family trust of Shakib and his wife (the Shakib Trust) and entities affiliated with Jamshid Goltche (not a party to this appeal) (collectively, the borrowers). Shayan Capital attached to its complaint four documents related to the loan: a June 17, 2016 “installment note” obligating the borrowers to make monthly interest payments at 9 percent per annum and full repayment of the unpaid principal by July 16, 2018, a June 16, 2017 deed of trust securing the note with two properties, one owned by the Shakib Trust, a June 16, 2017 guaranty purporting to bear the signatures of Shakib and Goltche in their personal capacities, and a March 29, 2019 “modification of promissory note and deed of trust” agreement signed by Shakib and Goltche on behalf of the borrowers (the modification agreement). (Capitalization omitted.) The modification agreement purports to “amend[ ]” all “loan documents,” which it defines as the June 16, 2017 note and deed of trust and “all related loan documents.” (Capitalization omitted.) “Except as otherwise expressly set forth [in the modification agreement], [however,] all of the terms and conditions of the loan documents . . . remain unmodified and in full force and effect and 2 accurately represent the terms of the loan transaction between [Shayan Capital] and [the] [b]orrower[s].” (Capitalization omitted.) The agreement extends the note’s maturity date to December 31, 2019. It further provides that, in exchange for the Shakib Trust paying Shayan Capital $1,000,000—$800,000 towards the principal of the loan and $200,000 towards outstanding interest—Shayan Capital will reconvey the deed of trust on the Shakib Trust property and “immediately release the Shakib Trust from any further obligation under the note, the loan and/or any other loan documents, and the Shakib Trust shall have no further obligations thereunder to [Shayan Capital].” (Capitalization omitted.) According to the operative complaint, per the modification agreement, the Shakib Trust paid Shayan Capital $1,000,000, and Shayan Capital reconveyed the deed of trust on the Shakib Trust’s property. The modification agreement had no impact on the Goltche-affiliated entities’ obligations under the note and deed of trust, except that it reduced the total outstanding principal to $800,000. In 2022, the Goltche-affiliated entities defaulted on the loan.

B. Motion for Summary Judgment Against Shakib Shayan Capital ultimately dismissed all defendants except Shakib. The only claim it asserted against Shakib was for breach of written guaranty. Through that claim, Shayan Capital sought to recover the outstanding $800,000 in principal, with interest, from Shakib in his capacity as a personal guarantor. In November 2024, Shayan Capital filed a motion for summary judgment. It argued the loan documents established on their face that Shakib was obligated to pay the outstanding balance of the loan and unpaid interest if the Goltche-affiliated entities 3 defaulted. Shayan Capital proffered Shakib’s deposition testimony that he had signed the guaranty. At his deposition, Shakib was shown the guaranty, and testified: “It’s a guarantee regarding [sic] $1,600,000 loan. “Q: Right. Do you recall signing [the] document? “[¶] . . . [¶] “A: I don’t know. I think that’s my signature. “Q: So do you know what the purpose of this document is? Your understanding. I mean, obviously, I don’t expect you to read it. “A: Yeah, the guarantee. I guarantee the loan, and my— I’m signing for the—my trust, and I sign this guarantee, actually.” (Italics added.) Shayan Capital also offered undisputed evidence that the Goltche-affiliated entities had made no payments on the loan for over two years following the modified maturity date.1 It was undisputed that neither Shakib nor Goltche had satisfied the obligation. Shayan Capital proffered evidence that the parties had orally agreed to lower the interest rate to 8 percent per annum effective January 1, 2020, and sought a judgment for the $800,000 in unpaid principal, plus interest accruing at that reduced rate.

1 It is undisputed that the parties agreed several times to extend the maturity date of the loan, first in the modification agreement, then via oral agreements thereafter, and that the loan thus did not come due until December 31, 2021.

4 In opposing summary judgment, Shakib offered his own declaration in which he denied signing the guaranty.2 He further declared that he had located multiple (unsigned) versions of a signature page labeled “page 25 of 25,” and multiple versions of a page labeled “page 17 of 25” identifying parties to be noticed, in the electronic files of his and Goltche’s partnership. (Capitalization omitted.) The declaration attaches these and states: “I infer from these files that they were designed to be swapped out while leaving the other . . . pages of a document unaltered; this also means that the signature pages could be rearranged and [I] believe that is what may have happened with the guaranty,” which “appears to have different fonts on [sic] for the page numbers at the bottom of pages 1, 17, and 25. [¶] . . . I also note that there are artifacts in the white field to the right of my signature on page 25 that could have been left by coving [sic] up signatures on the right side of the page.” (Capitalization omitted.) Shakib declared that he understood the modification agreement as releasing him—not just the Shakib Trust—“from any and all obligations to repay any amount due under the note” and “would not have signed the modification agreement and paid $1 million to Shayan Capital if [he] thought [he] would be liable in any way for the repayment of any amount due under the 2 In his declaration, Shakib denied signing other loan- related documents bearing his signature as well, but does not reiterate these denials on appeal. For example, he declared that he never signed the note on behalf of the Shakib Trust. (“I did not sign the note in my fiduciary capacity as trustee of the Shakib Trust. [¶] . . . I did not sign the note in the course of administration of the Shakib Trust.” (Capitalization omitted.)) Our summary does not distinguish between facts Shakib never disputed and those he no longer disputes on appeal.

5 note.” (Capitalization omitted.) His wife executed a declaration to this effect as well. Shakib also denied the parties agreed to reduce the interest rate to 8 percent. The court declined to consider Shakib’s declared testimony that he had not signed the guaranty. Citing D’Amico v. Board of Medical Examiners (1974) 11 Cal.3d 1 (D’Amico), the court explained that “a party’s admissions or concessions made during the course of discovery”—here, Shakib’s deposition testimony—“govern and control over the party’s contrary affidavits or declarations filed in connection with the summary judgment motion.” The court granted the motion and entered judgment for Shayan Capital, awarding it $800,000, plus interest calculated using the reduced 8 percent rate. Shakib timely appealed.

DISCUSSION Our review of a trial court’s grant of summary judgment is de novo. (Yanowitz v. L’Oreal USA, Inc. (2005) 36 Cal.4th 1028, 1037.) We therefore independently analyze the admissible evidence presented to the trial court using the summary judgment legal framework applicable below. (Ibid.) Under that framework, summary judgment is appropriate “if all the papers submitted show that there is no triable issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.” (Code Civ. Proc., § 437c, subd. (c).) “There is a triable issue of material fact if, and only if, the evidence would allow a reasonable trier of fact to find the underlying fact in favor of the party opposing the motion in accordance with the applicable standard of proof.” (Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 850 (Aguilar); see Loggins v. Kaiser Permanente Internat. (2007) 151 Cal.App.4th 6 1102, 1109 [“[w]e liberally construe the evidence in support of the party opposing summary judgment [citation], and assess whether the evidence would, if credited, permit the trier of fact to find in favor of the party opposing summary judgment under applicable legal standards”].) Thus, to prevail on its summary judgment motion, Shayan Capital needed to conclusively “prove[ ] each element of ” its breach of guaranty cause of action (Code Civ. Proc., § 437c, subd. (p)(1)) and establish the evidence could not support even a triable question as to any defense. (Aguilar, supra, 25 Cal.4th at p. 843; Paramount Petroleum Corp. v. Superior Court (2014) 227 Cal.App.4th 226, 241.) The elements of a breach of written guaranty cause of action are: (1) a valid guaranty; (2) the borrower has defaulted; and (3) the guarantor failed to perform under the guaranty. (Gray1 CPB, LLC v. Kolokotronis (2011) 202 Cal.App.4th 480, 486.)

A. No Triable Question as to Shakib’s Assent to Guaranty Shakib argues a triable question of fact exists as to whether he signed the guaranty, because there is conflicting evidence—his declaration and his deposition testimony—regarding this issue. “[A] party cannot create an issue of fact by a declaration which contradicts his prior discovery responses.” (Shin v. Ahn (2007) 42 Cal.4th 482, 500, fn. 12; see, e.g., Barton v. Elexsys Internat., Inc. (1998) 62 Cal.App.4th 1182, 1191 [“[t]o the extent these descriptions directly contradict his discovery responses, they must be disregarded”]; Visueta v. General Motors Corp. (1991) 234 Cal.App.3d 1609, 1613 [“[a]dmissions or concessions made during the course of discovery govern and control over contrary declarations lodged at a hearing on a motion for 7 summary judgment”].) “This is because, as the California Supreme Court explained in D’Amico[, supra, 11 Cal.3d 1], ‘ “Where . . . there is a clear and unequivocal admission by the plaintiff . . . in his deposition . . . [the trial court is] forced to conclude there is no substantial evidence of the existence of a triable issue of fact [notwithstanding a contradictory declaration in opposition to summary judgment].” . . . [¶] . . . [A]dmissions against interest have a very high credibility value. This is especially true when, as in this case, the admission is obtained not in the normal course of human activities and affairs but in the context of an established pretrial procedure whose purpose is to elicit facts. Accordingly, when such an admission becomes relevant to the determination, on motion for summary judgment, of whether or not there exist triable issues of fact (as opposed to legal issues) between the parties, it is entitled to and should receive a kind of deference not normally accorded evidentiary allegations in affidavits.’ (Id. at pp. 21–22, italics omitted . . . .)” (Benavidez v. San Jose Police Dept. (1999) 71 Cal.App.4th 853, 861.) Citing these principles, the court correctly disregarded Shakib’s declared denial that he signed the guaranty. Shakib argues these principles do not apply, because he “identified a concrete factual basis for” that denial and offered “corroborat[ion].” He points “[s]pecifically” to “multiple versions of the purported signature page . . . in varying configurations . . . appearing capable of being swapped into different compilations.” But unsigned signature pages, however one might speculate they could have been used, neither corroborate Shakib’s declaration nor undercut his deposition testimony. The authority Shakib cites to support his argument is thus inapposite, because, inter alia, it involves a court erroneously refusing to consider not just a 8 party’s declaration that undermines the party’s earlier admission in discovery, but additional witness testimony undermining that admission as well. (See Scalf v. D. B. Log Homes, Inc. (2005) 128 Cal.App.4th 1510, 1521 & 1523.) Shakib’s explanation as to why he mistakenly testified that he signed the guarantee might have been worthy of creating a factual dispute. But all Shakib offered was speculation regarding tampering. That is not enough.

B. No Triable Question as to the Effect of the Modification Agreement on the Guaranty Shakib argues the modification agreement released him from any obligations under the guaranty. He notes the agreement modifies all “loan documents,” the agreement’s definition of which includes the guaranty. (Capitalization omitted.) But the modification agreement unambiguously releases only obligations of the Shakib Trust—not those of Shakib as an individual. And, “[e]xcept as otherwise expressly set forth [in] [the modification agreement], all of the terms and conditions of the loan documents . . . remain unmodified and in full force and effect.” (Capitalization omitted.) Thus, however “loan documents” is defined, the modification agreement does not release Shakib’s personal obligations in the guaranty or any other document. (Capitalization omitted.) That Shakib and his wife declared they understood the modification agreement to be releasing Shakib from his personal guaranty obligations also does not create a triable question. This understanding expressly contradicts the language of the agreement. A party’s “ ‘undisclosed intent . . . is simply inadmissible to contradict . . . language of the [contract].’ ” (Roden v. Bergen Brunswig Corp. (2003) 107 Cal.App.4th 620, 629; see Winet v. Price (1992) 4 Cal.App.4th 1159, 1167 [“parol 9 evidence is admissible only to prove a meaning to which the language is ‘reasonably susceptible’ [citation], not to flatly contradict the express terms of the agreement”].) Shakib further argues that “[s]uretyship law . . . provides an independent reason summary judgment cannot stand.” He cites Civil Code section 2819,3 which provides: “A surety is exonerated . . . if by any act of the creditor, without the consent of the surety the original obligation of the principal is alter[ed] in any respect.” (§ 2819.) Shakib points to his declared testimony that he did not agree to the modification agreement—at least not in his personal capacity—and that the agreement “altered the original [loan] obligation,” thereby exonerating him as a guarantor of the loan under section 2819. But the terms of the guaranty include an express waiver of any protections under that section: “Guarantor hereby further waives [¶] . . . [¶] . . . all rights, defenses and other benefits which might otherwise be available to guarantor under . . . [section] 2819.” (Capitalization omitted.) The code “expressly provide[s] for” “the ability of a surety or guarantor to waive specific defenses otherwise available to him or her, including exoneration under section 2819.” (G & W Warren’s, Inc. v. Dabney (2017) 11 Cal.App.5th 565, 582; § 2856, subd. (a) [“[a]ny guarantor or other surety, including a guarantor of a note or other obligation secured by real property . . . may waive any or all of the following: . . . [¶] . . . any other rights and defenses that are or may become available to the guarantor or other surety by reason of Sections 2787 to 2855, inclusive”].) Thus, “[a] surety (or guarantor) may, prior to the impairment, alteration, or suspension of the principal’s obligation, waive the 3 Unless otherwise stated, all further statutory references are to the Civil Code.

10 protections afforded him or her under section 2819.” (G & W Warren’s, Inc. v. Dabney, supra, at pp.581–582; see also § 2856, subd. (b) [“[a] contractual provision that expresses [such a waiver] . . . shall be effective . . . without regard to the inclusion of any particular language or phrases”].) Shakib offers no evidence suggesting his waiver in the guaranty is invalid for any reason. Section 2819 is thus of no assistance to him.

C. Shakib Lacks Standing To Argue Interest Awarded Was Too Low Shayan Capital proffered evidence that the parties orally agreed to reduce the interest rate on the loan to 8 percent per annum starting January 1, 2020. Shakib proffered evidence that the parties did not modify the note’s original 9 percent per annum interest rate. Shakib argues this conflicting evidence creates a triable question as to the amount of interest due. He argues the court therefore erred when it resolved the question in favor of the 8 percent figure, rather than letting the jury resolve it. Shakib does not have standing to raise this issue, because he was not “aggrieved” by it. (Code Civ. Proc., § 902 [“[a]ny party aggrieved may appeal in the cases prescribed in this title”].) To the contrary, the error Shakib identifies worked to his benefit: It resulted in Shakib owing Shayan Capital less than Shakib contends the guaranty requires. (See Estate of Kempton (2023) 91 Cal.App.5th 189, 202 [“[a]n appellant is considered ‘aggrieved’ whose rights or interests are injuriously affected by the judgment under review”].) An appellate court “will not entertain an appeal” from a party that benefits from the trial court ruling appealed. (Canal-Randolph Anaheim, Inc. v. Wilkoski (1980)

11 103 Cal.App.3d 282, 289, fn. 6.) We thus consider the argument no further. DISPOSITION The judgment is affirmed. Respondent is awarded its costs on appeal. NOT TO BE PUBLISHED.

ROTHSCHILD, P. J. We concur:

BENDIX, J.

WEINGART, J.