Filed 3/7/22 Amlap ST LLC v. Asset Management Consultants Inc. CA2/7
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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has not been certified for publication or ordered published for purposes of rule 8.1115.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 SEVEN
AMLAP ST LLC et al., B309770
Plaintiffs and Appellants, (Los Angeles County
Super. Ct. No. BC459858)
v.
ASSET MANAGEMENT
CONSULTANTS INC. et al.,
Defendants and
Respondents.
APPEAL from a judgment of the Superior Court of
Los Angeles County, Daniel J. Buckley, Judge. Reversed and
remanded with directions.
Catanzarite Law Corporation, Kenneth J. Catanzarite,
Nicole M. Catanzarite-Woodward and Eric V. Anderton for
Plaintiffs and Appellants Amlap ST, LLC and Superstition
Lookout Delaware, LLC.
Jackson Tidus and Charles M. Clark for Defendants and
Respondents Asset Management Consultants, Inc., BH &
Sons, LLC, James R. Hopper, Kevin Hopper and Gloria Hopper.
___________________
The superior court granted the petition filed by Asset
Management Consultants, Inc. (AMC), BH & Sons, LLC,
James R. Hopper and Gloria Hopper (collectively BH parties) and
Kevin Hopper (K. Hopper) to confirm an arbitration award
dismissing the investment fraud claims of Amlap ST, LLC and
Superstition Lookout Delaware, LLC (collectively Amlap
investors) as barred by governing statutes of limitations; 1 denied
the Amlap investors’ petition to vacate or correct the award; and
entered judgment in favor of the BH parties and K. Hopper. The
arbitration was conducted pursuant to the arbitration provision
in the cotenancy agreement between BH & Sons, on the one
hand, and tenant in common investors in commercial property
located on East La Palma Avenue in Anaheim (the Amlap
property), including Amlap ST, on the other hand.2 On appeal
1 The Amlap investors’ claims of fraud and the early
procedural history of their litigation against the BH parties,
K. Hopper and related individuals and entities are described in
detail in our first opinion in this case, Amlap ST, LLC v. Asset
Management Consultants, Inc. (Mar. 14, 2016, B263056) [nonpub.
opn.] in which we reversed a prior order compelling arbitration
pursuant to the terms of the arbitration provision in the contract
by which BH & Sons acquired the Amlap property from a
third party.
2 Amlap ST is a special purpose entity formed as a lender
requirement to facilitate Superstition’s investment in the
Amlap property.
2
the Amlap investors argue, among other contentions, arbitration
should not have been compelled because their investment fraud
claims were outside the scope of the cotenancy agreement’s
arbitration provision.
Because identical challenges by tenant in common
investors (“the Ahern parties”) to a judgment confirming an
arbitration award, including the arbitrability of the tenant in
common investors’ investment fraud claims, were already before
this court in Ahern v. Asset Management Consultants, Inc. (2022)
74 Cal.App.5th 657 (Ahern 2022), we directed the parties to this
appeal (and those involved in several related appeals) to meet
and confer to determine whether they would stipulate that some
or all of the overlapping issues could be decided by this court’s
opinion in Ahern 2022. In a joint status report filed January 25,
2022 counsel for the parties in the instant appeal stipulated that
this court’s opinion in Ahern 2022 would decide several issues,
including “whether the claims asserted against these
Respondents fall within the scope of the CTA’s [cotenancy
agreement’s] arbitration clause.”
After the parties’ stipulation, in Ahern 2022, supra,
74 Cal.App.5th 675 we reversed the judgment confirming the
arbitration award, agreeing with the Ahern parties the trial court
had erred in compelling arbitration of their claims pursuant to
the arbitration provision in the cotenancy agreement. (Id. at
p. 679.)
We first explained the tenant in common purchase and sale
agreement by which the investors acquired their interests in the
Amlap property, allegedly due to fraudulent representations in
promotional materials developed and distributed by AMC and
BH & Sons, contained no arbitration provision. The cotenancy
3
agreement, which concerned the operation and management of
the Amlap property and the respective rights of the tenants in
common in those decisions once the investment interests had
been acquired, did require arbitration, but its language was
particularly narrow. It specifically provided for arbitration only
of disputes arising in connection with the interpretation and
enforcement of provisions of the cotenancy agreement, omitting
any general reference to disputes “related to” the agreement. 3
(Ahern 2022, supra, 74 Cal.App.5th at pp. 689-690.)
We then considered various arguments advanced in
support of the order compelling arbitration, concluding none had
merit: “[T]he Ahern parties’ lawsuit does not involve the
interpretation or enforcement of a provision of the cotenancy
agreement; their claims are not ‘rooted in’ the cotenancy
agreement; and applying Civil Code section 1642’s interpretative
tool does not justify requiring arbitration of a dispute that relates
to the acquisition of the Amlap investment, not to its
management and operation.” (Ahern 2022, supra, 74 Cal.App.5th
at p. 675.)
Based on the parties’ January 25, 2022 stipulation that the
issue of the scope of the arbitration provision in the cotenancy
agreement and the propriety of the trial court order compelling
arbitration of the Amlap investors’ claims would be decided by
our opinion in Ahern 2022 and for the reasons explained in that
3 Paragraph 9.8 of the cotenancy agreement provided,
“Unless the relief sought requires the exercise of the equity
powers of a court of competent jurisdiction, any dispute arising in
connection with the interpretation or enforcement of the
provisions of this Agreement, or the application or validity
thereof, shall be submitted to arbitration.”
4
opinion, we hold the Amlap investors were not properly
compelled to arbitrate their claims against the BH parties and
K. Hopper and reverse the judgment.
DISPOSITION
The judgment confirming the arbitration award is reversed.
The matter is remanded with directions to deny the petition to
confirm the arbitration award, to grant the petition to vacate the
award and to vacate the September 29, 2016 order compelling
arbitration. The Amlap investors are to recover their costs on
appeal.
PERLUSS, P. J.
We concur:
SEGAL, J.
FEUER, J.
5