Filed 6/30/26 Sedaghat v. Wernick CA2/2
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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
SECOND APPELLATE DISTRICT
DIVISION TWO
S. DAVID SEDAGHAT, B348985
Plaintiff and Appellant,
(Los Angeles County
v. Super. Ct. No. 23STCV26363)
JONATHAN J. WERNICK,
Defendant and Respondent.
APPEAL from a judgment of the Superior Court of Los
Angeles County, Colin P. Leis, Judge. Affirmed.
S. David Sedaghat, in pro. per., for Plaintiff and Appellant.
Wolf, Rifkin, Shapiro, Schulman & Rabkin, Mark J.
Rosenbaum and Elsa Horowitz for Defendant and Respondent.
____________________
Plaintiff S. David Sedaghat appeals from a judgment of
dismissal after demurrer. For the reasons set forth below, we
affirm.
PROCEDURAL AND FACTUAL BACKGROUND
Sedaghat filed a complaint against Defendant Jonathan J.
Wernick and other defendants in October 2023. His three-page
complaint contained three causes of action: fraud; conspiracy; and
violation of the Uniform Fraudulent Transfer Act (UFTA), Civil
Code section 3439 et seq. His factual allegations read in their
entirety as follows: “Defendants at same or different time
intervals entered [into] an agreement [t]o defraud their coeditors
[sic] and those that may have a claim of elder abuse or wrongful
death against [Defendants] SAVA Senior Care and Tarzana
Health and Rehab, to conceal avoid and defraud the litigants and
claimants of their ability to collect judgement or otherwise
pursue court action, by means of ‘[Defendant] SSCTOC
(Assignment For The Benefit of Creditors) LLC’. (Attached).” He
appended a “Notice of Assignment for the Benefit of Creditors
and Deadline for Submitting Claims” to the complaint. Wernick
is the signatory on that document, which sets forth his position
as manager of SSCTOC.1
Wernick filed a demurrer to all causes of action in
October 2024 on the grounds each claim failed to state facts
sufficient to state a cause of action, was incomprehensible, and
uncertain. Sedaghat filed a three-page opposition.
The hearing was held in June 2025 without a court
reporter.
1 It is not clear from the parties’ briefs or the record what the
acronym “SSCTOC” stands for.
2
The trial court sustained the demurrer without leave to
amend. First, the court determined the elements of fraud were
not pleaded, let alone pleaded with particularity. Second, the
conspiracy claim was not an independent cause of action and was
instead dependent on the fraud claim. Finally, only one element
of a cause of action for fraudulent transfer had been alleged.
Accordingly, the court sustained the demurrer as to all
three causes of action.
Regarding leave to amend, the trial court noted in the
minute order: “Leave to amend should be liberally granted where
a plaintiff shows a reasonable possibility of amendment.
[Citation.] [Sedaghat] states that each cause of action can be
amended but provides no facts or allegations that support the
contention that the complaint can be amended to state a cause of
action. Therefore, the Court sustains the demurrer without leave
to amend.”
On July 30, 2025, the trial court entered a judgment of
dismissal after demurrer dismissing Wernick with prejudice, for
the reasons specified in the June 2025 minute order.
Sedaghat filed a timely notice of appeal from the judgment.
DISCUSSION
I. Standard of Review
“[O]n appeal from an order sustaining a demurrer without
leave to amend, we assume the truth of all properly pleaded and
reasonably implied allegations. . . . Because a demurrer tests the
legal sufficiency of a pleading, our review is de novo.” (Musso &
Frank Grill Co., Inc. v. Mitsui Sumitomo Ins. USA Inc. (2022)
77 Cal.App.5th 753, 756, citations omitted.)
When a demurrer is sustained without leave to amend, “we
decide whether there is a reasonable possibility that the defect
can be cured by amendment: if it can be, the trial court has
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abused its discretion and we reverse; if not, there has been no
abuse of discretion and we affirm.” (Blank v. Kirwan (1985)
39 Cal.3d 311, 318.) Plaintiff has the burden to show a reasonable
possibility the complaint can be amended to state a cause of
action. (Ibid.) “Plaintiff must show in what manner he can amend
his complaint and how that amendment will change the legal
effect of his pleading.” (Goodman v. Kennedy (1976) 18 Cal.3d
335, 349.)
A ruling sustaining a demurrer without leave to amend is
subject to appeal even if no request to amend was made in the
trial court. (Code Civ. Proc., § 472c.)
II. The Trial Court Did Not Err in Sustaining the
Demurrer Without Leave to Amend
Sedaghat’s sole argument on appeal2 is that the trial court
abused its discretion in sustaining the demurrer without leave to
amend because the original complaint is “clearly capable of
amendment.” Sedaghat argues the trial court “failed to indicate
any legal reasoning as to why the complaint is incapable of being
amended,” citing Code of Civil Procedure section 472d.
This argument misunderstands Sedaghat’s burden. Code of
Civil Procedure section 472d provides that whenever a demurrer
2 Sedaghat claims to incorporate by reference arguments
raised in his opening brief in “related case B346529, on file with
this court.” However, that appeal has not been related to this one,
and in fact, it was dismissed for failure to file a timely opening
brief. Sedaghat’s motion to reinstate his appeal submitted
concurrently with an opening brief was denied, as was his
petition for rehearing. Accordingly, as no opening brief was ever
accepted for filing in that case, we cannot and do not consider any
arguments made therein. (Cf. Cal. Rules of Court,
rule 8.200(a)(5).)
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is sustained, “the court shall include in its decision or order a
statement of the specific ground or grounds upon which the
decision or order is based.” The trial court here provided its
reasoning that the three causes of action failed to state a claim.
With respect to leave to amend, the court further stated Sedaghat
had not provided any “facts or allegations that support the
contention that the complaint can be amended to state a cause of
action.”3
The trial court’s reasoning is supported by the record.
Nowhere in his opposition to the demurrer in the trial court, or in
any of his briefs on appeal, has Sedaghat set forth specific facts
or allegations he could add to his complaint to state a valid cause
of action. In his opposition to the demurrer in the trial court, on
the subject of leave to amend, Sedaghat merely argued “[t]he
complaint properly states a cause of action against defendant
Jonathan Wernick and if it does not, the complaint may be
amended.” This conclusory statement, accompanied by no citation
to any legal authority, did not seriously contend with the defects
in the complaint as argued in the demurrer and did not provide
any new facts or allegations that Sedaghat claimed he could add
to state any of his causes of action.
On appeal, Sedaghat argues Wernick was the manager of
SSCTOC, and the complaint can be further amended to directly
connect Wernick with the “allegation of the complaint, that he
3 The minute order is the official record of proceedings. (See
Gov. Code, § 69844; Copley Press, Inc. v. Superior Court (1992)
6 Cal.App.4th 106, 113.) We therefore reject Sedaghat’s citation
to his own declaration purporting to quote the trial court as
saying, “I will enter in the record that you refused any
amendment.”
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know [sic] of the Fraudulent intent when the ABC [or SSCTOC]
was formed and voluntarily enter [sic] [into] the fraudulent
agreement to aid and abet the conspiracy and the fraudulent
transfer scheme, and that Wernick knew there was no intent to
sell any assets and that the assets had no value.” Those new
allegations would not save any of Sedaghat’s causes of action.
At most, they amount to conclusory allegations of
knowledge and intent, which are not alone sufficient to state a
cause of action for fraud. Fraud allegations must be pleaded with
particularity. “General and conclusory allegations are
inadequate. . . . ‘[B]ecause allegations of fraud involve a serious
attack on character, fairness requires that the defendant receive
the fullest possible details of the charge to prepare a defense.’ . . .
‘ “ ‘This particularity requirement necessitates pleading facts
which “show how, when, where, to whom, and by what means the
representations were tendered.” ’ ” ’ ” (Lauckhart v. El Macero
Homeowners Assn. (2023) 92 Cal.App.5th 889, 903–904, citations
omitted; see also id. at p. 903 [setting forth elements for
intentional misrepresentation claim to be pled with
particularity]; Rattagan v. Uber Technologies, Inc. (2024)
17 Cal.5th 1, 43–44 [setting forth elements of fraudulent
concealment claim to be pled with particularity].)
As to the conspiracy cause of action, civil conspiracy is not
an independent tort. “ ‘Standing alone, a conspiracy does no harm
and engenders no tort liability. It must be activated by the
commission of an actual tort.’ ” (Favila v. Katten Muchin
Rosenman LLP (2010) 188 Cal.App.4th 189, 206.) Because no
valid tort claim, such as fraud, was adequately pled, the
conspiracy cause of action necessarily fails.
To bring a cause of action for violation of the UFTA, a
plaintiff must plead that a transfer was made or obligation
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incurred by a debtor, with actual intent to hinder, delay, or
defraud any creditor, without receiving a reasonably equivalent
value in exchange for the transfer or obligation, and the debtor
either was engaged or about to engage in a business or
transaction for which the remaining assets of the debtor were
unreasonably small, or was about to incur debts beyond the
debtor’s ability to pay as they became due. (Civ. Code, § 3439.04,
subd. (a)(1)–(2).) Sedaghat’s new allegations fail to state a cause
of action for violation of the UFTA for much the same reasons
they fail to state a cause of action for fraud.
Neither in the trial court, nor in the Court of Appeal, has
Sedaghat confronted the required elements of any of his
purported causes of action, nor attempted to set forth the specific
facts that could establish each one of these elements. Instead, he
has repeated his conclusory statements, providing ample support
for the trial court’s finding that he had not set forth in what way
he could amend his complaint to resolve its patent inadequacies.
This failure is fatal to his appeal. It is not the trial court’s
burden to prove a complaint cannot be amended, it is the
plaintiff’s burden to show it can be, and specifically, in what way.
“ ‘Abuse of discretion is not shown where it is not indicated as to
the manner in which it is proposed to amend nor the nature of
the proposed amendment.’ ” (Filice v. Boccardo (1962)
210 Cal.App.2d 843, 847.) Where, as here, the plaintiff has not
indicated how he would amend the complaint either in the trial
court or on appeal, there is no abuse of discretion in refusing
leave to amend. (Ibid.; see also Hilton v. Board of Supervisors
(1970) 7 Cal.App.3d 708, 716.)
Sedaghat also argues additional pending discovery “clearly
point[s] to further factual support” of the allegedly fraudulent
nature of the assignment for the benefit of creditors. However,
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the discovery cited was propounded to a different defendant, and
the record citation is to a motion to compel discovery filed only
after the hearing on the demurrer. “ ‘ “ ‘ “[A]n appeal reviews the
correctness of [an order] as of the time of its rendition, upon a
record of matters which were before the trial court for its
consideration.” ’ ” ’ ” (People v. Ashford University, LLC (2024)
100 Cal.App.5th 485, 504, first brackets added.)
Even if the discovery motion could point to new allegations
for an amended complaint, Sedaghat’s cursory argument does not
provide any specific allegations meeting the requirements for
fraud, conspiracy, or fraudulent transfer, as explained above.
Sedaghat’s remaining arguments (e.g., the trial court was
biased or improperly related this case to another) amount to mere
conclusions without citations to caselaw or the record. They are
forfeited. Appellate briefs must provide argument with legal and
factual authority for the positions taken. (California Ins.
Guarantee Assn. v. Workers’ Comp. Appeals Bd. (2014)
232 Cal.App.4th 543, 550, fn. 7.) “ ‘ “ ‘When an appellant fails to
raise a point, or asserts it but fails to support it with reasoned
argument and citations to authority, we treat the point as
waived.’ ” “We are not bound to develop appellants’ arguments
for them.” ’ ” (Ibid.)4
4 Nonetheless, “[a] trial court’s rulings against a party, even
if erroneous, do not, by themselves, support a charge of bias.”
(Severson & Werson, P.C. v. Sepehry-Fard (2019) 37 Cal.App.5th
938, 952.)
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DISPOSITION
The judgment dated July 30, 2025 is affirmed. Wernick is
awarded his costs on appeal.
RICHARDSON, J.
WE CONCUR:
CHAVEZ, Acting P. J.
GOORVITCH, J.
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