Ca2 db245114 01

Ill[IllIIIqlEIIII[111111111EIIIII1[[IEIIEI[[11III1[IIIIIIIII[[ll(II1[11IIIIIIII
CA2DB245114-01
[49BD2776-D00C-49C6-A732-7C8720E6A7A6}
{141389} {30-131023:155652}{102113}
APPELLANT'S
BRIEF

Case No.
B245114
IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
SECOND APPELLATE DISTRICT
DIVISION EIGHT
STEPHEN M. GAGGERO,
Plaintiff and Appellant,
VS.
KNAPP, PETERSEN & CLARKE; STEVEN RAY GARCIA;
STEPHEN M. HARRIS and ANDRE JARDINI,
Defendants and Respondents;
PACIFIC COAST MANAGEMENT, INC.; 511 OFW LP;
GINGERBREAD COURT LP; MALIBU BROAD BEACH LP;
MARINA GLENCOE LP; BLU HOUSE LLC; BOARDWALK
SUNSET LLC; and JOSEPH PRASKE as Trustee of
THE GIGANIN TRUST, THE ARENZANO TRUST,
and THE AQUASANTE FOUNDATION
Additional Judgment Debtors and Appellants
Hon. Robert L. Hess, Hon. Matthew St. George,
Hon. Murray Gross; Hon. Victor Greenberg
Superior Court of Los Angeles County
L.A.S.C. Case No. BC286925
APPELLANTS' OPENING BRIEF
EDWARDA. HOFFMAN, Bar No. 167240
LAWOFFICES OF EDWARD A. HOFFMAN
11755 WILSHIRE BOULEVARD, SUITE 1250
LOS ANGELES, CALIFORNIA 90025
(310) 442-3600
Attorney for Additional Judgment Debtors and Appellants

Case No.
B245114
IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
SECOND APPELLATE DISTRICT
DIVISION EIGHT
STEPHEN M. GAGGERO,
Plaintiff and Appellant,
vs.
KNAPP, PETERSEN & CLARKE; STEVEN RAY GARCIA;
STEPHEN M. HARRIS and ANDRE JARDIN[,
Defendants and Respondents;
PACIFIC COAST MANAGEMENT, INC.; 511 OFW LP;
GINGERBREAD COURT LP; MALIBU BROAD BEACH LP;
MARINA GLENCOE LP; BLU HOUSE LLC; BOARDWALK
SUNSET LLC; and JOSEPH PRASKE as Trustee of
THE GIGANIN TRUST, THE ARENZANO TRUST,
and THE AQUASANTE FOUNDATION
Additional Judgment Debtors and Appellants
Hon. Robert L. Hess, Hon. Matthew St. George,
Hon. Murray Gross; Hon. Victor Greenberg
Superior Court of Los Angeles County
L.A.S.C. Case No. BC286925
EDWARD A. HOFFMAN, Bar No. 167240
LAW OFFICES OF EDWARD A. HOFFMAN
11755 WILSHIRE BOULEVARD, SUITE 1250
LOS ANGELES, CALIFORNIA 90025
(310) 442-3600
Attorney for Additional Judgment Debtors and Appellants

TABLE OF CONTENTS
Table of Authorities .................................................. vi
Introduction ......................................................... I
Statement of Appealability ............................................. 2
Factual and Procedural History .......................................... 2
1. 1997-1998: Creating the Estate Plan ........................... 2
2. 2000-2002: Respondents Serve as Gaggero's Attorneys ............ 4
3. December 12, 2002-December 28, 2010: The Underlying
Malpractice Case and Gaggero's Original Appeal ................. 4
4. February 5, 2008 and May 19, 2008: The Original and First
Amended Judgments ........................................ 5
5. December 28, 2010: The Second Amended Judgment .............. 5
6. December 12, 2002-Present: The Yura Malpractice Case ........... 5
7. 2009-2012: Respondents Conduct Post-Trial Discovery Solely
as to Mr. Gaggero .......................................... 6
8. April 10-May 29, 2012: Respondents Persuade the Trial Court
to Name Appellants Additional Judgment Debtors ................ 7
9. June 20, 2012: Respondents Take Gaggero's Debtor Exam ......... 8
10. July 30, 2012: Respondents File their First Set of Assignment
and Receivership Motions ................................... 8
11. August 6, 2012: This Court Stays Further Proceedings as to
Appellants ............................................... 11
12. August 6, 2012: The Trial Court Further Amends the Judgment ..... 11
13. August 7, 2012: The Trial Court Takes the First Set of Assignment
and Receivership Motions Off Calendar as to Appellants .......... 11

14. August23, 2012:With theStayin Place,theFirst Setof
Motions Is HeardSolelyasto Mr. Gaggero..................... 12
15. August30,2012:ThisCourtDeniesAppellants' Supersedeas
PetitionandLifts theStay................................... 13
16. September6, 2012:RespondentsFile their SecondSetof
AssignmentandReceivershipMotions........................ 13
17. September11,2012:RespondentsObtainanAbstractof Judgment
AgainstGaggeroandAppellants............................. 14
18. September13,2012:];'heTrial CourtGrantstheFirst Setof
AssignmentandReceivershipMotions- asto BothMr. Gaggero
andAppellants........................................... 14
19. September13,2012:RespondentsObtainOrdersfor Appellants'
JudgmentDebtorExams.................................... 14
20. September20,2012:AppellantsOpposethe SecondSetof
Motions................................................. 15
21. September25,2012:AppellantsOffer to PaytheJudgmentin
Full if RespondentsWill ContinuetheOctober3 Hearing,but
RespondentsIgnoretheir Proposal............................ 15
22. October3, 2012:This CourtSummarilyDeniesAppellants'Second
SupersedeasPetition in B241675............................. 16
23. October3, 2012:TheHearingontheSecondSetof Motions....... 16
24. October3, 2012:TheTrial CourtEnters an "Amended"
Receivership Order and a "Reissued" Assignment / Restraining
Order ................................................... 18
25. November 5, 2012: Over Respondents' Objections, the Trial
Court Grants the Receiver's Ex Parte Application to Let
Appellants Pay the Judgment in Full .......................... 19
26. November 13, 2012: Appellants Appeal the September 13 Orders... 21
-ii-

27. November15,2012:AppellantsPaytheEntireJudgment,
Including InterestandAdditional Costs ....................... 21
28. December3, 2012:AppellantsAppealtheOctober3 Orders....... 21
Standardsof Review ................................................. 21
Argument .......................................................... 22
A Reversalin AppealsB241675And/orB243062Will Mandatea Reversal
Here.......................................................... 22
If. The September13OrdersnmstBe ReversedBecauseTheyViolated this
Court'sAugust6 Stay............................................ 24
III. The September13OrdersAre Void BecauseAppellantsWereDenied
Notice andanOpportunityto BeHeard.............................. 25
IV. TheTrial CourtDeniedAppellantstheRight to aFair HearingBeforean
Impartial JudgeonOctober3...................................... 27
A.
Having Already Ruled on September 13, the Court Did Not Give
Appellants a Chance to Meaningfully Oppose the Motions ......... 27
B,
The Court Demonstrated Bias Against Appellants by Judging
Them Based on Gaggero's Actions Instead of Their Own .......... 29
C.
Appellants Did Not Have to Raise the Issue of Bias in the Trial
Court ................................................... 34
O.
Appellants Were Not Required - or Even Allowed - to Seek
Reconsideration of the August 23 Orders ....................... 35
V,
There Was Insufficient Evidence to Justify Placing Appellants into
Receivership or Assigning Their Rights ............................. 36
VI. Appellants Were Denied a Reasonable Opportunity to Pay the Judgment
Before the October 3 Orders ...................................... 41
-iii-

VII. The Receivership Orders Were Excessive in Their Scope and Oppressive
in Their Terms ................................................ 43
A.
The Court Improperly Put the Receiver in Charge of Appellants'
Business Affairs .......................................... 43
B.
The Trial Court Had Neither Reason Nor Authority to Make the
Receiver "Investigate" Appellants ............................ 44
C.
The Orders Impermissibly Gave the Receiver Access to Appellants'
Tax Returns .............................................. 46
Do
The Trial Court Had No Authority to Give the Receiver Access to
Appellants' Privileged Attorney-client Communications .......... 49
E,
The Trial Court Utterly Disregarded Appellants' Interests When it
Set the Terms of the October 3 Order .......................... 52
F,
The Trial Court Gave Appellants an Unreasonably Short Time to
Comply with its Orders ..................................... 52
VIII. The Assignment Orders Were Also Wildly Improper ................... 53
A,
The Assignment Orders Were Designed to Prevent Appellants
from Paying Their Lawyers ................................. 53
no
The Assignment Orders Punished Appellants for the Pending Yura
Malpractice Case - Where They Are Not Parties ................. 54
Co
The Court Had No Authority to Divert the Salaries of Appellants'
Personnel to Respondents ................................... 55
D,
Section 708.510 Does Not Authorize Courts to Make Judgment
Debtors Stop Paying Their Other Bills, or to Give Judgment
Creditors Priority over a Judgment Debtor's Other Creditors ....... 56
The Court Had No Authority to Subject Appellants to the
Restraining Orders, Which Respondents Had Sought Only as to
Mr. Gaggero .............................................. 58
-iv-

Conclusion ......................................................... 60
Certificate of Word Count ............................................. 61
Proof of Service by Mail .............................................. 62
-V-

TABLE OF AUTHORITIES
STATE CASES
A. G. Col Co. v. Superior Court
(1925) 196 Cal. 604 ................................................... 36
Alhambra-Shumway Mines, Inc. v. Alhambra Gold Mine Corp.
(1953) 116 Cal.App.2d 869 ............................................. 36
Barquis v. Merchants Collection Assn.
(1972) 7 Cal.3d 94 .................................... '................ 35
Brown v. Memorial Nat. Home Foundation
(1958) 158 Cal.App.2d 448 ............................................. 36
Brown v. Superior Court
(1977) 71 Cal.App.3d 141 .............................................. 47
Building a Better Redondo, Inc. v. City of Redondo Beach
(2012) 203 Cal.App.4th 852 ............................................ 41
Carpentier v. Thurston
(1866) 30 Cal. 123 .................................................... 58
Catchpole v. Brannon
(1995) 36 Cal.App.4th 237 .......................................... 27, 28
Channel Lumber Co., Inc. v. Porter Simon
(2000) 78 Cal.App.4th 1222 ............................................ 48
Chastain v. Superior Court
(1936) 14 Cal.App.2d 97 ............................................... 29
Church of Christ in Hollywood v. Superior Court
(2002) 99 Cal.App.4th 1244 ............................................ 22
Coate v. Superior Court
(1978) 81 CaI.App.3d 113 .............................................. 47
vi

De Leonis v. Walsh
(1905) 148 Cal. 254 ................................................... 36
Elkins v. Superior Court
(2007) 41 Cal.4th 1337 ................................................ 21
Estate of Jenanyan
(1982) 31 Cal.3d 703 .................................................. 25
Gaggero f). Yura
(2003) 108 Cal.App.4th 884 ............................................. 4
Gillan v. City of San Marino
(2007) 147 Cal.App.4th 1033 ........................................ 23, 41
Gilman v. Dalby
(2009) 176 Cal.App.4th 606 ............................................ 22
Goes v. Perry
(1941) 18 Cal.2d 373 .................................................. 21
Golden State Glass Corp. v. Superior Court
(1939) 13 Cal.2d 384 .................................................. 36
Haldane v. Haldane
(1963) 210 Cal.App.2d 587 ............................................. 58
Harris v. Board of Education
(1957) 152 Cal.App.2d 677 ............................................. 58
Hernandez v. Nat. Dairy Products Co.
(1954) 126 Cal.App.2d490 ............................................. 58
Hooser v. Superior Court
(2000) 84 Cal.App.4th 997 ............................................. 47
Horsford v. Board of Trustees of Calif State Univ.
(2005) 132 Cal.App.4th 359 ............................................ 22
vii

In re Marriage of Carlsson
(2008) 163 CaI.App.4th 281
In re Marriage of Christie
(1994) 28 Cal.App.4th 849
Keating v. Superior Court
............................................ 1
............................................. 4
(1955) 45 Cal.2d 440 .................................................. 33
Kerns v. CSE lns. Group
(2003) 106 Cal.App.4th 368 ............................................ 35
Kong v. City of Hawaiian Gardens Redevelopment Agency
(2002) 108 Cal.App.4th 1028 ........................................... 50
La Societe Francaise d'Epargnes et de Prevoyance Mutuelle v. District Court
(1879) 53 Cal. 495 .................................................... 23
Lee v. Brown
(1976) 18 Cal.3d 110 .................................................. 41
Lencioni v. Dan
(1954) 128 Cal.App.2d 105 ............................................. 58
Marriage of Varner
(1998) 68 Cal.App.4th 932 ............................................. 24
Merced County Taxpayers 'Assn. v. Cardella
(1990) 218 Cal.App.3d 396 ............................................. 23
Mesler v. Bragg Management Co.
(1985) 39 Cal.3d 290 .................................................. 32
Mitchell v. Superior Court
(1984) 37 Cal.3d 591 .................................................. 50
Moore v. California Minerals Products Corp.
(1953) 115 Cal.App.2d 834 .......................................... 25, 36
°,.
VIII

Morand v. Superior Court
(1974) 38 Cal.App.3d 347 ........................................ 36, 43, 46
Moskowitz v. Superior Court
(1982) 137 Cal.App.3d 313 ............................................. 47
Orfanos v. California Ins. Co.
(1938) 29 Cal.App.2d 75 ............................................... 49
People v. American Contractors Indem. Co.
(2004) 33 Cal.4th 653 ................................................. 35
People v. Brown
(1993) 6 Cal.4th 322 ............................................... 34, 35
People v. Freeman
(2010) 47 Cal.4th 993 .............................................. 27, 34
People v. Guerra
(2006) 37 Cal.4th 1067 ................................................ 33
People v. Kor
(1954) 129 Cal.App.2d 436 ............................................. 50
People v. Rundle
(2008) 43 Cal.4th 76 .................................................. 33
Prevoyance Mutuelle v. District Court
(1879) 53 Cal. 495 .................................................... 23
Purdy v. Johnson
(1929) I00 Cal.App. 416 ............................................ 23, 24
R.D. v. P.M.
(2011) 202 Cal.App.4th 181 ............................................ 22
Rittenhouse v. Superior Court
(1991) 235 Cal.App.3d 1584 ............................................ 48
ix

Roth v. Parker
(1997) 57 Cal.App.4th 542 ............................................. 34
Sav-On Drugs, Inc. v. Superior Court
(1975) 15 Cal.3d 1 .................................................... 47
Shannon v, Superior Court
(1990) 217 Cal.App.3d 986 .......................................... 50, 51
Tucker v. Fontes
(1945) 70 Cal.App.2d 768 .............................................. 43
Turner v. Superior Court
(1977) 72 Cal.App.3d 804 ........................................... 46, 57
Valley Bank of Nevada v. Superior Court
(1975) 15 Cal.3d 652 .................................................. 47
Webb v. Standard Oil Co.
(1957) 49 Cal.2d 509 .................................................. 47
Wells Fargo & Co. v. City and County of San Francisco
1944) 25 Cal.2d 37 ................................................... 23
FEDERAL CASES
Arizona v. Fulminante
(1991) 499 U.S. 279 [113 L.Ed.2d 302, 111 S.Ct. 1246] ................... 21, 33
Galpin v. Page
(1873) 85 U.S. 350 [21 L.Ed. 959, 18 Wall. 350] ............................ 25
Gray v. Mississippi
(1987) 481 U.S. 648 [95 L.Ed.2d 622, 639-640, 107 S.Ct. 2045] ................ 33
In re Murchison
(1955) 349 U.S. 133 [75 S.Ct. 623, 99 LEd. 942] ........................ 27, 28

STATE STATUTES
California Rules of Court
Rule 3.1110 ......................................................... 58
Rule 8.204 .......................................................... 61
Civil Code
§ 2304 .............................................................. 48
Code of Civil Procedure
§ 170.3 .......................................................... 34, 35
§ 187 ................................................................ 7
§ 631.8 .............................................................. 4
§ 708.030 ........................................................... 52
§ 708.110 ........................................................... 52
§ 708.510 ................................................... 8, 22, 56, 57
§ 708.620 ........................................................... 52
§ 904.1 .............................................................. 2
§ 916 ............................................................... 24
§ 1008.............................................................. 35
§ 1987 ........................................................... 52, 53
§ 2031.040 .......................................................... 52
Evidence Code
§ 452 ................................................................ 2
§ 915 ............................................................... 49
§ 954 ............................................................... 50
Cal. Const., Art. I, sec. 1 ................................................. 47
FEDERAL STATUTES
U.S. Const., 5th Amdt .................................................... 25
U.S. Const., 14th Amdt ................................................... 25
//
//
xi

SECONDARY SOURCES
Ahart, California Practice Guide."
Enforcing Judgments and Debts (Rutter 2013) .............................. 52
46 Am.Jur.2d Judges .................................................... 33
30 Cal.Jur.3d Enforcement of Judgments .................................... 57
42 Cal.Jur.2d, Receivers .................................................. 43
Eisenberg, Horvitz, and Wiener, California Practice Guide."
Civil Appeals and Writs (Rutter 2012) ............................... 22, 34, 41
Rest.2d, Agency ........................................................ 49
Rest.3d, Agency ........................................................ 32
2 Witkin, Cal. Evidence (5th ed., 2012) Witnesses ............................. 48
2 Witkin, Cal. Procedure (5th ed., 2008) Jurisd ................................ 25
7 Witkin, Cal. Procedure (5th ed., 2008) Judgment .............................. 8
3 Witkin, Summary (10th ed., 2005) Agency ................................. 32
xii

INTRODUCTION
In caseB241675,appellants explained that they had been improperly deemed
the alter egos of Stephen Gaggero and named additional debtors on the underlying
judgment against him. i/But becoming additional judgment debtors was just part of
their saga. As they shall explain in this brief, they were also unjustly placed into
receivership and subjected to assignment orders before they had a chance to comply
with the judgment, and even while they were fervently trying to pay the entire
judgment in full in order to stave offthe receivership while preserving their appellate
rights.
What's more, the first set of assignment and receiver orders was entered
without notice to appellants or an opportunity for them to respond, and in violation of
a stay this court had entered in B241675. Because the court had already made up its
mind about the first set of motions, appellants were denied a fair hearing before an
impartial judge when the motions were presented a second time. And as appellants
will demonstrate, although they had not yet done anything since being added to the
judgment, the trial court had formed an unshakable opinion about their trustworthiness
based on its opinion of Gaggero. It was unwilling to even consider budging from
those preconceived notions, establishing a clear bias which further denied them a fair
hearing.
The terms of the assignment and receiver orders were also wildly improper,
going so far as to put the receiver in charge of appellants' operations, to order him to
seize all of their assets, and even to intercept their payments to creditors, business
partners, attorneys, and even their own employees.
Of course, all of this is in addition to the fact that the receiver order will
necessarily have to fall if appellants win a reversal in either B241675 or the B243062.
!/Gaggero is not a party to this appeal.

STATEMENT OF APPEALABILITY
This appeal is taken from two sets of post-judgment orders. Each set included
an order appointing a receiver and an order which both assigned appellants' financial
rights to respondents and restrained them from transferring those rights. These orders
are appealable under Code of Civil Procedure section 904.1, subdivision (a)(2) 2/as
orders made after a final judgment. Receivership orders are also appealable under
subdivision (a)(7) of the same statute, as restraining orders are under subdivision
(a)(6.)
FACTUAL AND PROCEDURAL HISTORY
1. 1997-1998: Creating the Estate Plan.
Stephen Gaggero, a successfld real estate investor and developer, hired attorney
Joseph Praske in 1997 to develop and implement an estate plan on his behalf. (Trial
RT1 602-604; Trial RT5 2720; B241675 CTI 124-125; B241675 CT3 411.) !/ Setting
up the estate plan took several months in 1997 and 1998. (B241675 CT1 127, 152-
163; B241675 CT2 192; B241675 CT3 411.) As part of this process, Praske created
several limited liability companies ("LLCs") and limited partnerships ("LPs") in
2JAIl statutory citations herein are to the Code of Civil Procedure unless
otherwise noted.
!/Citations to "JA", "Trial RT" and "Opn." refer to the joint appendix,
reporter's transcript and opinion from Gaggero's appeal of the original
judgment, B207567. Citations to "CT" refer to the clerk's transcript in the
present appeal. The three hearing transcripts in this appeal are all cited by date
(to illustrate: 10-3-12 RT 1-2). Citations to the clerk's and reporter's
transcripts from one of appellants' other pending appeals start with the number
of that appeal (to illustrate: B241675 CTI 1-2). Appellants respectfully ask
the court to judicially notice the briefing and records in these related appeals
per Evidence Code sections 452, subdivision (d), and 453.

which Gaggero initially owned a membership or limited partnership interest.
(B241675 CT1 129-130; B241675 CT2 190-191,212-213.)
Appellants 511 OFW L.P., Gingerbread Court L.P., Malibu Broadbeach, L.P.,
Marina Glencoe L.P., Blu House L.L.C., and Boardwalk Sunset L.L.C. were each
created by Praske to own a distinct piece of Gaggero's real property. (B241675 CT2
314-319, 360-B241675 CT3 370.)
Gaggero then transferred his properties to the LLCs and LPs. (B241675 CTI
126, 162-163, 191.) He subsequently transferred his ownership in those entities into
various trusts which Praske had established, including appellants Arenzano Trust and
the Aquasante Foundation. (B241675 CT2 191-193,360-B241675 CT3 370.) He
separately transferred his personal residence to the Giganin Trust. (B241675 CT2 193-
196.)
Praske has been the trustee of each of these trusts since they were formed.
(B241675 CTI 166-167; B241675 CT2 195; B241675 CT3 412.) By respondents'
own admission, Gaggero no longer owned the properties after he transferred them to
the LLCs and LPs, and no longer owned any interests in the LLCs or LPs after he
transferred them to the trusts. (B241675 CT1 28:2-7, 29:1-4, 29:21-22, 31:7-8, 31:8-
1i, 31:11-12, 31:12-18, 31:18-20, 32:4-5, 33:13-15, 36:2-6, 40:4-6, 42:15-16;
B241675 CT3 428:15-17, 430:20-21,432:3-5,432:5-7, 432:7-9, 432:9-10, 432:11-
12.)
The LLCs and LPs hired Praske's business management company, appellant
Pacific Coast Management, Inc. ("PCM"), to manage their assets and finances.
(B241675 CT2 187-188, 195-196, 269.) Because Praske's expertise is in estate
planning rather than real estate management, PCM engaged Gaggero as a consultant
to manage its clients' real estate assets and guide future purchases or sales. (B241675
CT1 140; B241675 CT2 213-215, 360.) Gaggero also used PCMto manage his own
financial affairs. (B241675 CT2 252-257; Trial RT4 1836-1839.)

2. 2000-2002: Respondents Serve as Gaggero's Attorneys.
In or around August of 2000, Gaggero hired respondents - the law firm of
Knapp, Petersen & Clarke, and attorneys Stephen Ray Garcia, Stephen M. Harris, and
Andre Jardini 4-/- to advise and represent him in several cases. (JA2 521-534; Trial
RT2 610-615.) One of them was Gaggero v. Yura, L.A.S.C. No. BC239810 ("the
Yura case"), which sought to enforce an agreement to purchase real estate in Santa
Monica. (Trial RT2 619-620, 635-636; Trial RT3 1247; Trial RT4 2173; B241675
CT2 281-288.)
Amid disputes about the quality of their work, respondents resigned as
Gaggero's attorneys and withdrew their representation in early 2002. (Trial RT3 908-
909, 1278-1279, 1288-1289; TrialRT8 4616; Trial RT10 5750.) By then Gaggero
had lost a summary judgment motion in the Yura case - a result which different
attorneys successfully challenged on appeal. (Gaggero v. Yura (2003) 108
Cal.App.4th 884, 896.)
3. December 12, 2002-December 28, 2010: The Underlying
Malpractice Case and Gaggero's Original Appeal.
Gaggero filed the underlying malpractice case on December 12, 2002. (CTI
18.) His second amended complaint, filed on August 13, 2003, alleged several causes
of action, including professional negligence and breach of contract. (JAI 1-41.) The
case was tried without a jury from July 23 to September 10, 2007, when the trial court
granted respondents' motion for judgment under section 631.8. (Trial RT10 5737-
5738; JA1 147; JA2 366.) On January 8, 2008, the court issued a 32-page statement
of decision, which it had drafted itself, condemning Gaggero's ethics and his business
practices. (JA2 386-417.)
4-/The record often refers to respondents collectively as "KPC".
4

4. February 5, 2008 and May 19, 2008: The Original and First
Amended Judgments.
The judgment against Gaggero was entered on February 5, 2008. (JA2 421-
423.) The court amended the judgment on May 19, 2008, awarding respondents
$1,202,944.50 in attorney fees and $124,702.90 in other costs, for a total of
$1,327,674.40. (JA7 1884-1889.) Gaggero appealed both the original and amended
judgments in Case No. B207567. This court affirmed them both in an unpublished
opinion on May 6, 2010.
5. December 28, 2010: The Second Amended Judgment.
On December 28, 2010, the trial court amended the judgment a second time,
awarding respondents another $513,837.68 - consisting of $192,723.90 in attorney
fees and $522 in costs for the appeal, along with $320,591.78 in accrued interest.
(B241675 CT 1 114-116.) This brought the total amount of the judgment against
Gaggero to $1,841,535.08. -s/
6. December 12, 2002-Present: The Yura Malpractice Case.
Gaggero filed another malpractice case against respondents the same day he
filed the underlying case. That lawsuit, Gaggero v. Knapp, Petersen & Clarke, et al.,
L.A.S.C. No. BC286924 (the "Yura malpractice case"), arises from respondents' work
in the Yura case. Almost eleven years after it was filed, it has not yet gone to trial. -6_
-S/The numbers do not quite add up because the proposed amended
judgment included a $23 error in respondents' favor in the fee award.
6-/The details of the Yura malpractice case are not important to this
appeal, and appellants do not wish to burden the court by adding materials
from that case to the already-substantial record here. In order to confirm the
dates and subject-matter set forth above, appellants respectfully ask the court
toj udicially notice the petition and record in a successful writ petition Gaggero
(continued...)

Thetrial is currentlyscheduledto beginin early 2014.
7. 2009-2012: Respondents Conduct Post-Trial Discovery Solely as to
Mr. Gaggero.
Respondents conducted judgment-debtor discovery about Gaggero's finances,
taking his debtor exam and serving him with written discovery. They took Praske's
third-party debtor exam on June 5, 2009. (B241675 CT2 357-B241675 CT3 377.)
The April 10, 2009 order to appear named Praske in his individual capacity and not as
a representative of any entities. It directed him to testify about his knowledge of
Gaggero's finances and about any funds or assets he possessed which were owed to
Gaggero. It did not call for any information about any of the appellants. (B241675
CT2 357-358.)
Respondents' written discovery to Gaggero sought, inter alia, the trust
instruments for Giganin, Arenzano, and Aquasante. (B241675 CT2 329-354)
Gaggero - who had testified in 2007 that Praske was the one who had this information
(Trial RT4 1871-1872, 2133; Trial RT5 2770-2774) - stated in response that he did
not have them. (B241675 CT2 333-334.) -7/ Respondents did not move to compel
further responses, and instead brought their alter ego motion just three weeks after the
responses were served. (B241675 CT1 24; B241675 CT3 354.)
6_/(...continued)
filed in Division Five earlier this year, Gaggero v. Superior Court, 2nd Dist.
No. B247494.
-Tqntheir alter-ego motion, respondents claimed Gaggero had previously
refused to produce the documents despite a successful motion to compel.
(B241675 CT 1 33:18-34:6.) But that was motion to compel further responses
to interrogatories, not to requests for production. (B241675 CT 1 33:21-25.)
By definition, interrogatories do not call for production of documents. Even
so, respondents complained that Gaggero "did not produce any documents in
response". (B241675 CT1 33:20, emphasis in original; see also B241675 CTI
53:21-23.)

Respondentsdid not examinePraskeagain,eitherasanindividual or asa
representativeof anyof theappellants.Theyalsofailed to examineanyoneelseon
appellants'behalf. Theydid not subpoenaanyrecordsfrom appellants,nordid they
subpoenarecordsconcerningappellantsfrom anythird parties. They alsodid not
serveappellantswith anywritten discovery.
8. April 10-May 29, 2012: Respondents Persuade the Trial Court to
Name Appellants Additional Judgment Debtors.
On April 10, 2012 -8/,respondents filed a motion under section 187 to deem
appellants Gaggero's alter egos and to further amend the judgment by naming them
additional judgment debtors. (B241675 CTI 24 - B241675 CT3 378.) The order was
granted on May 29. (B241675 CT3 541-542.)
Appellants have challenged the resulting order in appeal B241675. They will
not burden this court by repeating what they said about the order in their opening brief
in that appeal. But one aspect of the May 29 hearing is pertinent here: Based upon the
court's mistaken belief that Praske had refused to produce trust instruments which
respondents had supposedly demanded from him and on Praske's supposed failure to
seek a protective order from those non-existent demands, appellants' new attorney,
David Esquibias, offered to turn those documents over forthwith if the court would
continue the hearing. (B241675 RT 7:8-10:25.) Appellants have already shown that
the court was wrong about Praske (B241675 AOB 18-26), though Mr. Esquibias -
who had substituted into the case earlier that month (B241675 RT 8:15, 11:22-28) -
did not recognize the error. The court called his proposal a delaying tactic and
rejected it as being too little, too late. (B241675 RT 26:8-29:15.) It then ruled from
the bench that appellants were Gaggero's alter egos. (B241675 RT 28:12-14; B241675
CT3 540.)
-8/All further dates were in 2012 unless otherwise noted.
7

The formal May 29 order twice states that appellants were "hereby" added as
judgment debtors. (B241675 CT3 541-542.) 2/The order did not state a new amount
due. Appellants filed a notice of appeal three days later. (B241675 CT3 543-545.)
9. June 20, 2012: Respondents Take Gaggero's Debtor Exam.
Respondents took Gaggero's debtor exam again on June 20, more than three
weeks after the court had named appellants his alter-egos and added them to the
judgment. (CT3 600-627.)
10. July 30, 2012: Respondents File their First Set of Assignment and
Receivership Motions.
Respondents filed two motions on July 30. The first asked the court to assign
essentially all of Gaggero's and appellants' financial rights to respondents, pursuant to
sections 708.510 et seq. (CTI 28-162.) The second asked it to appoint a receiver over
the financial affairs of all the judgment debtors, including both Mr. Gaggero and
appellants. (CTI 163-CT2 318.) Both motions were to be heard on August 23.
Even though the amount of the judgment was still $1,841,535.08, respondents'
motions both claimed the actual amount of the judgment was $2,178,235.51 - and that
both Gaggero and appellants had unreasonably failed to pay that amount. (CTI 29:25-
26, 31:4, 33:3-5, 164:5-6, 166:4, 168:21,169:11-12.) Counsel twice declared under
penalty of perjury that this was indeed the amount of the judgment. (CT1 42:19-20,
9JThe May 29 order was actually a third amended judgment even though
it was not labeled as such. "There is no prescribed form for a judgment. Its
sufficiency depends on whether it shows distinctly that the issues have been
adjudicated." (7 Witkin, Cal. Procedure (5th ed., 2008) Judgment, § 29, p.
569.) The order said twice that the appellants were "hereby added" as
judgment debtors, instead of calling for respondents to submit a new proposed
judgment. (B241675 CT3 541-542.) Because it expressly modified the terms
of the second amended judgment, it was in itselfa further amended judgment
regardless of its label.

177:16-17.)That wastheamountstatedon aproposed further amended judgment
which respondents filed along with their motions (CT5 1107-1108), but the court had
not yet signed it. _
This was respondents' first effort to enforce the judgment against appellants.
They had served appellants with no post-judgment discovery. They had not taken any
of appellants' first-party debtor exams. They had not recorded an abstract of
judgment naming any of the appellants, and it would still be more than six weeks
before they did. (CT5 899-901.) They had done nothing to even try to enforce their
rights against appellants.
Even so, their July 30 filings told the trial court that "there is no reasonable
alternative remedy to enforce KPC's judgment" other than putting them into
receivership. (CT1 164:18.) _ They also claimed that Gaggero, appellants and their
counsel "have done nothing but delay, obstruct, and abuse the discovery process to
thwart KPC's enforcement efforts on a judgment now exceeding $2.1 million" (CT1
166:2-4), though they offered no evidence of any discovery directed to appellants oz"
of any "abuse" by them of the discovery process.
The receiver motion complained at length about Gaggero's failure to pay the
judgment and about his responses to post-judgment discovery. (CTI 31-39, 168-174.)
But all respondents could point to concerning appellants was the May 29 proposal -
which respondents and the court had rejected - to turn over the trust documents in
exchange for a stay. (CT1 166:4-20, 174:3-12.) Despite rejecting the proposal,
respondents complained that they had "not received any trust documents ore the
benefits of these statements. Instead, counsel for Gaggero ... submitted ... an untimely
[discovery] response asserting that "Mr. Praske refused" to produce documents upon
Z/The court had awarded the stated amounts at a prior hearing, but they
had not yet become part of the judgment.
a_Their second set of motions said the same thing. (CT3 507-A:18.)

Gaggero'srequest."(CT1 166:12-15,boldface,italics,andunderliningin original.)
Theydid nottry to explainwhy Praske'sreluctancehelpGaggerowith his discovery
responses somehow amounted to a refusal to answer (nonexistent) discovery directed
to appellants.
They portrayed appellants' counsel's unsuccessful May 29 proposal as if it had
been an unconditional promise, and then insisted that counsel had "failed to follow
through on his assurances to this court that he will make sure KPC's counsel receives
a copy of the trust documents noting there is no reason why it should not be
disclosed." (CTI 174:3-8.) They went on to claim counsel's statement that he aims
for fairness and transparency "has not been demonstrated in any manner in connection
with the present case." (CT1 174:8-10.) They even claimed that, "[c]ontrary to these
statements, Praske has refused to turn over arty documents KPC requested in the
document request. (CT 1 174:11-12, boldface and italics in original.) Respondents did
not explain what request they had made to Praske or support their claim that he had
refused to comply with it - nor could they have, since neither of these things had
happened.
Besides reciting how Praske had helped Gaggero set up his estate plan and how
he continued to oversee appellants, the assignment motion cited no other acts or
omissions - whether real or imaginary - by appellants. Aside from actively
misrepresenting what appellants had proposed on May 29, respondents supported their
motions entirely by complaining about Gaggero. The receiver motion did not even
accuse appellants of that much, making no claims at all that appellants had done
anything wrongful since they became judgment debtors and focusing instead on their
origin and operations. (CT1 29-40.)
//
//
10

11. August 6, 2012: This Court Stays Further Proceedings as to
Appellants.
Appellants had filed a supersedeas petition as part of case B241675 on July 19.
In response, the court issued a stay of all proceedings in the trial court on August 6.
12. August 6, 2012: The Trial Court Further Amends the Judgment.
Coincidentally, the trial court entered a third amended judgment the same day
this court issued its stay order. (CT2 319-320.) _/' _/ That amendment added
$87,722.25 in post-judgment enforcement costs (including attorney fees) and
$248,978.18 in interest _/to the existing judgment. These additions, which totaled
$336,700.43, brought the overall amount of the judgment to $2,178,235.51. (CT2 319-
320.) As we have seen, that was the amount stated in respondents' pending motions.
13. August 7, 2012: The Trial Court Takes the First Set of Assignment
and Receivership Motions Off Calendar as to Appellants.
At an ex parte hearing on August 7, the court ordered the pending assignment
k/Appellants and Gaggero have challenged this amended judgment in
appeal no. B243062, which is now pending. Although that appeal was filed
before this one, its briefing schedule has been delayed due to problems with
the record. The opening briefs in that appeal have not yet been filed. Nothing
in this brief is intended to concede the August 6 judgment's validity.
L/The August 6 document was labeled"Third Amended Judgment" but,
as we have seen, that label was incorrect. The judgment was actually amended
for the third time on May 29, when the court granted the alter-ego motions.
The court was actually amending the judgment for the fourth time on August
6. For the sake of clarity, appellants will refer to the document by its title even
though that title is not accurate.
a_The interest award was actually $569,569.96, but that amount must
have included the $320,591.78 awarded on December 10, 2012. The new
amount was calculated through July 13, 2012. (CT2 320:20-21 .)
II

and receivership motions off calendar as to appellants in light of the stay and said they
would proceed on August 23 only as to Mr. Gaggero. (CT2 321,402:12-16, 402:25-
403:6.) It also ordered that, upon expiration of the stay, respondents could re-file their
rnotions and request an expedited hearing, but that appellants would still be entitled to
the full statutory amount of time to file their oppositions. (CT2 321,402:17-24.) In
keeping with this order, Gaggero filed his written oppositions while appellants filed
none. (CT2 322-350, 351-399.)
14. August 23, 2012: With the Stay in Place, the First Set of Motions is
Heard Solely as to Mr. Gaggero.
The trial court heard respondents' first assignment and receivership motions on
August 23. (8-23-12 RT 1-15.) The day before, respondents had nominated attorney
Jay Adkisson as the receiver. (CT3 660-666.) !-_/ Appellants did not appear at the
hearing. Counsel for respondents and for Mr. Gaggero argued the motions only as to
Gaggero.
The court gave no hint that it believed appellants should have been represented
at the hearing or that any of their interests were at stake. When Gaggero's counsel
mentioned that the motion had been taken off calendar as to appellants due to the stay,
neither respondents' counsel nor the court disagreed. (8-23-12 RT 2:23-27.) The court
later pointed out that the proposed orders had to be changed because, as written, they
applied to "certain judgment debtors as to whom the proceedings are presently
stayed[.]" (8-23-12 RT 13:27-14:3.) Counsel and the court then discussed ways in
which the court could edit the proposed orders so they would apply only to Gaggero
and not to appellants. (8-23-12 RT 14:4-19.)
The court did not expressly announce a ruling, but it did say that its tentative
was to grant both motions. (8-23-12 RT 11:6.) At the end of the hearing, having given
U/The receiver is not a party to any of the pending appeals.
12

nohint of departingfrom thetentative,it said"I've ruled."(8-23-12RT 15:11.) It
gaveGaggerountil August30to objectto Mr. Adkisson'snomination,andgave
respondentsuntil September5 to reply.(8-23-12RT 11:6-9.)
15. August 30, 2012: This Court Denies Appellants' Supersedeas
Petition and Lifts the Stay.
This court denied appellants' supersedeas petition in appeal B241675 on
August 30, thereby lifting the associated stay that had been in place since August 6.
16. September 6, 2012: Respondents File their Second Set of
Assignment and Receivership Motions.
Respondents filed a second set of assignment and receivership motions on
September 6 (CT3 507-CT4 762, CT4 763-893, CT5 894-899), as the trial court had
permitted in its August 7 order. Even though their earlier motions had already been
heard as to Mr. Gaggero, the new motions were directed both against him individually
and against appellants. Respondents did not request an expedited hearing as the trial
court had said they could do, and instead noticed their motions for a hearing on
October 3.
The new motion for an assigr_ent and restraining order was essentially
identical to the first one. The new receivership motion included all the material
provisions of its predecessor, but sought several additional, broad orders and
authorizations for the receiver specifically as to appellants. Among these were an
orders to administer and manage their business affairs, to take "exclusive possession
and control" of their records and assets, to take possession of their real estate holdings,
to receive and review all their mail, to seize their bank accounts and accounts
receivable, and to divert any incoming payments to his own account. (CT6 1204-
1206.)
13

17. September 11, 2012: Respondents Obtain an Abstract of Judgment
Against Gaggero and Appellants.
As far as appellants are aware, respondents never filed or recorded an abstract
of judgment related to the May 29 orders. They did obtain an abstract of the August 6
amended judgment on September 11, naming Gaggero and each of the ten appellants
as judgment debtors. (CT5 899-901.) They recorded it two days later.
18. September 13, 2012: The Trial Court Grants the First Set of
Assignment and Receivership Motions - as to Both Mr. Gaggero
and Appellants.
"['he trial court decided the August 23 motions on September 13 using the
proposed orders respondents had filed, with some minor handwritten modifications.
(C5 912-933.) The orders granted respondents all of the relief they had sought. The
court also approved respondents' nomination of Jay Adkisson as the receiver. (CT5
934-944.) The court noted in its own hand that it was aware this court had lifted the
stay on August 30. (CT5 925:11-13,938:25-27.)
19. September 13, 2012: Respondents Obtain Orders for Appellants'
Judgment Debtor Exams.
Also on September 13, respondents obtained orders for Praske to appear on
October 25 as appellants' representative for their first-party judgment debtor exams.
(CT1 5-6.) This was the first step respondents had taken to conduct post-judgment
discovery as to appellants. The exam date was more than three weeks after the second
set of motions were to be heard. _/
_/Appellants had seen the October 25 date on the docket prior to the
October 3 hearing, but Praske had not yet been served with the orders. (10-3-
12 RT 4:26-27, 19:9-11.) [The first of these passages mistakenly says "They're
(continued...)
14

20. September 20, 2012: Appellants Oppose the Second Set of Motions.
Appellants filed their oppositions to the second set of motions on the
September 20 due date. (CT5 950-1081.) This was the first time they had been able to
oppose respondents' arguments. They argued that the motions were premature, that
the facts did not justify the burdensome remedies respondents were seeking, and that
the terms of the proposed orders were overbroad. At a minimum, they asked the court
to stay any orders it might enter so they could seek writ review. (CT5 950-963, 1027-
1036.) Among their many arguments, appellants noted that respondents' requests for
"investigations" of appellants were improper efforts to conduct discovery via the
receiver for their benefit both in this case and in the Yura malpractice case. (CT5 959-
960.) Appellants' papers also included objections to the proposed receiver order (CT5
1007-1015) and to respondents' evidence. (CT5 1016-1026.)
Mr. Gaggero did not file new oppositions, since he was already subject to the
August 23 orders and since the additional requests for relief in respondents' second
motions were directed only at appellants. (10-3-12 RT 20-24.) _/Respondents filed
their reply papers on September 26. (CT5 1082-CT6 1182.) None of the opposition or
reply papers suggested in any way that the September 13 orders applied to any of the
appellants.
21. September 25, 2012: Appellants Offer to Pay the Judgment in Full if
Respondents Will Continue the October 3 Hearing, but
Respondents Ignore their Proposal.
On September 25, appellants' counsel wrote to his counterpart to ask that the
_z(...continued)
attendingj udgment debtor examinations on the 25th", but counsel actually said
"There are pending judgment debtor examinations ..." instead.]
EJThese lines of the transcript are attributed to appellants' counsel but
were actually spoken by counsel for Mr. Gaggero.
15

motions be taken offcalendar. (CT6 1188-1190.) He argued that they did not need the
protections the orders would provide, that the motions were premature, and that
enforcing the judgment now would just mean respondents would have to make
appellants whole when and if the alter-ego appeal -the only one that they had yet
filed - succeeded. But they also proposed to stipulate to the sale of a building in
Venice in order to pay the judgment in full in exchange for taking the motions off
calendar. Given that the October 3 hearing was just days away, appellants asked for a
prompt response - even if that response was just to say respondents needed more time
- and for an agreement to continue the hearing while the parties worked out an
agreement. (CT6 1189-1190.) Respondents ignored this letter. (CT6 1186.)
22. October 3, 2012: This Court Summarily Denies Appellants' Second
Supersedeas Petition in B241675.
Hoping to pre-empt the motions on calendar for October 3, appellants filed a
second supersedeas petition in B241675 that morning, expanding on several of the
arguments they had made in their prior petition and adding new ones. This court
summarily denied the petition later that day.
23. October 3, 2012: The Hearing on the Second Set of Motions.
Appellants, respondents and Mr. Gaggero all appeared through counsel at the
October 3 hearing. The receiver was also there, in person, with an ex parte application
asking the court to clarify whether tile September 13 orders were supposed to apply
only to Mr. Gaggero or to appellants as well. (10-23-12 RT 26:17-28, 28:17-29:10.)
Before the court took the bench, appellants and Mr. Gaggero filed additional
declarations about their efforts to pay the judgment and the effect the proposed orders
would have on them. (CT6 1184-1198, 1215-1225, 1226-1236.) The court asked why
the declarations had not been filed sooner, but it acknowledged that it had read them
16

and it discussedtheir contentsduringthe hearing.(10-3-12RT 3:15-4:22,8:13-11:6,
12:9-14:4.)
Counselfor appellantsexplainedto thecourtthatthe motionswerepremature,
partly becausepayingthejudgmentbeforerespondentsstartedenforcingit would
haveforfeitedtheir appeal.(10-3-12RT 7:25-8:5.)Headdedthatappellantswere
willing andableto paythejudgmentin full butthattheydid not have$2.1million in
cashonhandandneededenoughtime to sell assetsor borrowmoneyin orderto pay
respondentsandwerereadyto sell or mortgagerealestateto makeit happen.(10-3-12
RT 8:6-11:11.)He notedthatappellantshadexplainedthisto respondents'counsel,
hadofferedto involvethemin thetransaction,andhadaskedthemfor moretime but
that theyhadcompletelyignoredhim. (10-3-12RT 4:5-21,6:10-19,8:6-9:23.)_
Evenso,thecourtdismissedtheproposalas"kind of vague,kind of
conceptual"and likely to causeadditionaldelay.(10-3-12RTI 1:3-6.) It addedthat if
appellantswantedto paytheystill couldevenwhile in receivership.(10-3-RT 17:26-
18:2.)
Counselalsotriedto explainthatappellantshadnotrefusedanydiscovery
requestsandthatthey hadnot beengivenachanceto showtheirgoodfaith. Thecourt
answeredby recitingreasonsit did not trustGaggero and said that those reasons
justified putting appellants into receivership along with him. ( 10-3-12 RT 25:4-26: 3.)
Later in the hearing, the receiver asked the court to clarify whether the
Septelnber 13 orders really had been intended to cover appellants as well as Mr.
Gaggero. (10-3-12 RT 26:17-28.) ]'he court's answer was that, when this court lifted
the stay on August 30, the trial court regained the authority to apply its orders to
appellants - an outcome it called "reasonably fair". Appellants reminded the court
that they had been excused from opposing the earlier motions and that they were given
_Respondents' counsel falsely claimed that they had responded to
appellants, but the response she described was actually to a different proposal
made previously by Gaggero's counsel. (10-3-12 RT 11:17-14:4.)
17

neithernoticeof anychangesnor anopportunityto beheard.Thecourt replied,"If
you havea motion for reconsideration,thenyou makeit." (10-3-RT 27:1-25.)
At this point,Gaggero'scounselremindedthecourtthat it hadorderedthose
hearingsoff calendarasto appellants,andhadtold respondentstheycould re-notice
themotion asto themlater- which is whatthe October3 hearingwasfor. (10-3-12
RT 27:26-28:2.) Respondents'counselanswered,"I'm not surewhatyou're talking
about."(10-3-12RT 28:3.)
Both thereceiverandcounselfor appellantsthenaskedthecourtto clarify
whethertheAugust23ordershadreallybeenintendedto coverappellants.(10-3-12
RT 28:17-21.) Thecourt notedagainthat thestayhadbeenlifted, "so I think it goes
forward,sir. I think theorder,asI understoodtheorderfor appointmentof receiver
wasfairly clearonthat.And I wascarefulnotto actonthat orderuntil theCourtof
Appealshadlifted its stay."(10-3-12RT 29:4-8.) Adding that"the September13
ordersayswhat it says",thecourtpointedlyrecitedthenamesof Gaggeroandall ten
appellantsaslistedin theprior orders.(10-3-12RT 29:25-30:12.)Whenappellants
objectedthatthereceivercouldnot begivenaccessto appellants'privilegedtax
returns,the courtcut offthe argumentby saying"The receivershiporder wasalready
signed. Thereisno motionor applicationfor reconsiderationof thatorderbeforeme
today." (10-3-12RT 33:10-12.) It laterallowedappellantsto maketheirargument
"very briefly" (10-3-12RT 37:3),andrejectedtheideathattheprivilege couldapply
to a receiver.(10-3-12RT 37:15-39:10.)
Thecourtendedthehearingwithout ruling, andinsteadtook themattersunder
submission.(CT6 1183;10-3-12RT 44:6,45:3.)
24. October 3, 2012: The Trial Court Enters an "Amended"
Receivership Order and a "Reissued" Assignment / Restraining
Order.
Later that day, the court made a few handwritten modifications to the proposed
18

orders,signedthem,andhadthementered.(CT6 1183,1199-1206,1207-1214.)It
insertedtheword "Anlended"into thetitle of thereceiverorder(CT6 1199)and
"Reissued"into thetitle of theassignment/ restraining order. (CT6 1207.) As it had
done on September 13, the court gave appellants everything they had asked for. _/
Respondents served notices of entry of both orders on appellants on October 5.
(CT6 1243-1259.)
25. November 5, 2012: Over Respondents' Objections, the Trial Court
Grants the Receiver's Ex Parte Application to Let Appellants Pay
the Judgment in Full.
Even after appellants had been placed into receivership, four of them - 511
OFW, Gingerbread Court, Blu House, and Boardwalk Sunset - were able to negotiate
a large enough loan to pay the judgment in full, including interest, along with the
receiver's estimated fees and expenses. (CT6 1260-1262.) The terms they had worked
out called for the loan proceeds to be sent directly to respondents from the escrow
company, without passing through appellants' hands or those of their counsel. (11-5-
12 RT 7:22-8:18, 14:11-24, 14:11-24.)
Because the assignment and receivership orders did not allow appellants to
finalize such a loan, they asked the receiver to approve it. (CT6 1261:11-23.) When he
asked respondents for their input, they told him they were unwilling to accept even the
full payment appellants were prepared to make. (CT6 1262:15-1263:2, 1292.) So on
November 5, the receiver applied ex parte for permission to approve the loan and to
pay the judgment with the proceeds. (11-5-12 RT 3.)
_/The one substantive change was that appellants would retain whatever
rights they had under federal law to seek bankruptcy protection without the
receiver's approval. (CT6 1204:15.) Respondents had stipulated to this
modification, and the receiver confirmed it was proper under his understanding
of bankruptcy law. Even so, the court was openly reluctant to make the
change. (10-3-12 RT 40:18-42:10.)
19

Respondentsfiled awritten oppositionat theNovember5hearing.(CT6 1299-
1307.) It complainedthatappellantshadnegotiatedthe loanwithout thereceiver's
involvement- anapproachtheycalled"obstruction",eventhoughit would leadto a
full paymentof thejudgmentin amatterof days.(CT6 1300:4-20.)Insteadof
acceptingeverypennydueunderthejudgment,they insistedthatanysuchdealbe
negotiatedby the receiverafter heobtainedtherecordstheywantedhiln to getfrom
appellants.(CT6 1300:12-20.)
At theNovember5hearingrespondentsurgedthecourtto rejectappellants'
proposalandkeepthe receivershipin placeinsteadof lettingthempaythejudgmentin
full. Why? Becauseappellantshadnotyet "producedthe financialdocuments"the
court hadorderedthemto handover.(11-5-12RT 7:13-14.) Appellantsobjectedthat
respondentswereagaintrying to usethereceivershipasa discoverymechanismin the
Yura malpractice case. (11-5-12 RT 8:22-24, 12:12-13:9.) To address respondents'
concerns, appellants agreed to let them review the loan documents during a break in
the proceedings. (11-5-12 RT 14:2-6, 19:24-20:2.) Respondents again objected that
the receiver had not yet obtained the information they wanted appellants to give him.
(11-5-12 RT 17:16-18:20.) Respondents also wanted the order to say that the payment
had come from all of the judgment debtors instead of from the four particular entities
which were taking out the loan, but the court rejected their request. (11-5-12 RT
44:16-47:8.)
The court ultimately agreed to sign a modified version of the proposed order.
It said that the escrow company was to pay offother lienholders and send the
remaining loan proceeds to the receiver, who was to pay the judgment, retain $30,000
to cover his own fees and costs '-°/, and then send whatever remained to the four
appellants who had taken out the loan. (CT6 1295-1298.)
2-°_The receiver had estimated that this would be more than enough to
cover his bills. (11-5-12 RT 26:1-10.) The bills ended up being somewhat
higher, but he waived the portion above $30,000.
20

26. November 13, 2012: Appellants Appeal the September 13 Orders.
Appellants filed a timely notice of appeal from the September 13 orders on
November 13. (CT6 1309-1311.)
27. November 15, 2012: Appellants Pay the Entire Judgment, Including
Interest and Additional Costs.
On November 15, the parties and the receiver completed the transactions which
the court had authorized on November 5. The $2,238,509.51 paid to respondents
satisfied the judgment in full. Respondents filed a notice of satisfaction on December
3._ _
28. December 3, 2012: Appellants Appeal the October 3 Orders.
Appellants filed a timely notice of appeal from the October 3 orders on
December 3. (CT6 1312-1315.) The court subsequently combined that appeal with
the one they had filed on November 13.
STANDARDS OF REVIEW
Denying a party notice and an opportunity to be heard is reversible per se, and
not subject to hannless-error review. (Elkins v. Superior Court (2007) 41 Cal.4th
1337, 1357; In re Marriage of Carlsson (2008) 163 Cal.App.4th 281, 291-293.)
A decision rendered by a biased judge is also reversible per se. (Arizona v.
Fulminante (1991) 499 U.S. 279,309 [I 13 L.Ed.2d 302, 111 S.Ct. 1246].)
A trial court's decision to appoint a receiver is reviewed for abuse of discretion.
(Goes v. Perry (1941) 18 Cal.2d 373,381.)
_/The trial court later awarded even more post-judgment fees and costs,
and then incorporated them into a fourth amended judgment. Appellants have
challenged the award and judgment in appeals B247780 and B248677, which
this court consolidated on August 6, 2013.
21

Thecasesaresplit asto thestandardof review for a restrainingorder. Most
courtshavereviewedsuchordersfor abuseof discretion.(See,e.g.,Horsford v. Board
of Trustees of Calif State Univ. (2005) 132 Cal.App.4th 359, 390; Church of Christ in
Hollywood v. Superior Court (2002) 99 Cal.App.4th 1244, 1251.) But the same
division of this court which decided Church of Christ in Hollywood later held that a
restraining order is reviewed de novo, construing the facts in the respondent's favor.
(R.D.v.P.M. (2011) 202 Cal.App.4th 181,188; see also Eisenberg, Horvitz, and
Wiener, California Practice Guide." Civil Appeals and Writs (Rutter 2012) § 8:161.3.)
No statutes or cases have said what standard of review should apply to an order
assigning rights under sections 708.510 et seq., but there is no apparent reason why
assignment orders and restraining orders should be subjected to different standards -
especially when, as here, both remedies are granted as part of a single order aimed at
enforcing a single judgment.
ARGUMENT
I. A REVERSAL IN APPEALS B241675 AND/OR B243062 WILL
MANDATE A REVERSAL HERE.
When a judgment is reversed on appeal, all post-judgment orders enforcing that
judgment fall along with it. That is what should happen here.
The orders challenged in this appeal were entered pursuant to the May 29, 2012
judgment which named appellants additional judgment debtors. The assignments and
the receivership were both designed to enforce that judgment. Respondents were only
able to obtain these orders because they had won their motion to add appellants to the
judgment against Mr. Gaggero.
But appellants have appealed the May 29 judgment in case B241675. If they
win, respondents will no longer be the prevailing parties. Any relief which the trial
court awarded to them on that basis will have to be reversed. (Gilman v. Dalby (2009)
176 Cal.App.4th 606, 620.)
22

Thesamewill betrueevenif appellantsonly obtainareversalin B243062,
their appealfrom the third amendedjudgment.Thatamendment,which wasentered
after thefirst motionswerefiled on July30, increasedtheamountdueby
$336,700.43.(CT2 319-320.) Evenby itself, a reversalin B243062would reducethe
judgmentby thatamount. Soevenif this court somehowbelievesrespondents'
showingwould havejustified areceivershiphadthejudgmentbeenworth
$2,178,235.51,it doesnot follow thatajudgmentof to $1,841,535.08would have
beensufficient. That wouldbeadecisionfor thetrial courtto makein the first
instance- afterconsideringappellants'arguments.Sincethecourtmadeits
September13orders- in the higheramount,eventhoughthat amounthadnot yet
beenenteredwhenthemotionswerefiled onJuly 30- without consideringthose
arguments,thiscourt would haveto remandthecasefor aproperreview.
"Costsuponappealaremerelyincidentalto thejudgmentappealedfrom
[citation], andanorderawardingcostsfalls with areversalof that partof thejudgment
uponwhich it is based[citation]." (Purdyv. Johnson (1929) 100 Cal.App. 416, 420-
421; accord Gillan v. City of San Marino (2007) 147 Cal.App.4th 1033, 1053 [reversal
of judgment "necessarily compels the reversal of the award of fees as costs to the
prevailing party based on the judgment."]) They are incidental because they depend
upon how the court resolves the substance of the parties' claims. (Wells Fargo & Co.
v. City and County of San Francisco (1944) 25 Cal.2d 37, 44.) Orders enforcing a
judgment - including receivership, assignment, and restraining orders - are thus also
incidental to that judgment. (La Societe Francaise d'Epargnes et de Prevoyance
Mutuelle v. District Court (1879) 53 Cal. 495, 552.) So if the original May 29, 2012
judgment against appellants is reversed, the receivership and assignment orders cannot
stand.
"An order awarding costs falls with a reversal of the judgment on which it is
based." (Merced County Taxpayers'Assn. v. Cardella (1990) 218 Cal.App.3d 396,
402.) A defendant who was ordered to pay the plaintiff's costs is therefore entitled to
23

relief from thosecostswhenthejudgmentis reversed.While theassignmentand
receiverordersarenot costsawards,theyweremeansto enforcesuchawardsalong
with theunderlyingjudgment. If thejudgmentandcostsawardsbothfall, thenso
musttheorderswhich weremeantto makeappellantspay."[T]he successfulparty is
neverrequiredto paythecostsincurredby the unsuccessfulparty." (Purdy,supra, 1O0
CaI.App. at p. 421.) It makes no sense to say that a party who does not have to pay
costs may nevertheless be placed into receivership or otherwise forced to pay them.
II. THE SEPTEMBER 13 ORDERS MUST BE REVERSED BECAUSE
THEY VIOLATED THIS COURT'S AUGUST 6 STAY.
An appellate stay - whether automatic, the result of posting a bond, or ordered
by the Court of Appeal - stays enforcement of the appealed judgment or order.
(Section 916.) The stay does not apply only to entry of new orders. Instead, it bars all
"proceedings" on matters "embraced in" or "affected by" the appeal. (Id.; Marriage of
Varner (1998) 68 Cal.App.4th 932,936.)
This court's stay was in effect from August 6 until August 30. Although it was
lifted before the trial court ruled on the first set of assignment and receivership
motions, it was still in place when those motions were heard on August 23 and when
the written oppositions were due on August 10. The stay relieved appellants of the
need to meet those dates. But the trial court clearly based its September 13 orders on
what happened during the stay, since it never gave appellants a chance to oppose the
motions either in writing or in person after the stay was lifted. And the court's August
23 statement that "I've ruled", coupled with its earlier tentative decision in
respondents' favor (8-23-12 RT 11:6-9, 15:11), show that the September 13 orders
merely formalized a decision that had been made on August 23.
Since the stay excused appellants from filing oppositions on August 10 or
appearing in court on August 23, the trial court would clearly have violated it by
ruling while the stay remained in place. The stay required the court to do more than
24

just wait until it hadbeenlifted beforesigninganorderappellantscould neverhave
opposed.
III. THE SEPTEMBER 13 ORDERS ARE VOID BECAUSE APPELLANTS
WERE DENIED NOTICE AND AN OPPORTUNITY TO BE HEARD.
The most fundamental components of due process under the Fifth and
Fourteenth Amendments are the right to notice and an opportunity to be heard. As the
United States Supreme Court explained 140 years ago,
"It is a rule as old as the law, and never more to be respected than now,
that no one shall be personally bound until he has had his day in court, by
which is meant, until he has been duly cited to appear, and has been afforded
an opportunity to be heard. Judgment without such citation and opportunity
wants all the attributes of a judicial determination; it is judicial usurpation and
oppression, and never can be upheld where justice is justly administered."
(Galpin v. Page (1873) 85 U.S. 350, 368-369 [21 L.Ed. 959, 18 Wall. 350].)
Even where a court has obtained personal jurisdiction over a party, it only gains
jurisdiction to make particular orders when the affected parties receive adequate
notice and an opportunity to be heard. (Estate ofdenanyan (1982) 31 Cal.3d 703,
708.) Where a court issues such an order despite the lack of such notice or
opportunity, the court lacks jurisdiction to make the order and it is therefor void.
(Moore v. California Minerals Products Corp. (1953) 115 Cal.App.2d 834, 837 [due
process violation where judgment was based on point of law raised "with no warning
of counsel and no opportunity given to ward offthe blow"].)
"A fair hearing is denied where, though personal jurisdiction has been
obtained, some later step is taken without adequate notice." (2 Witkin, Cal.Proc.5th
(2008) Jurisd, § 304, p. 916.) That appellants received notice of the August 23, 2012
hearing is not enough, because this court's stay order excused them from participating
in the hearing and from filing oppositions. So even though they initially had notice
the motions would be heard on August 23, they later received notice - both via this
court's stay order and via the trial court's August 7 order taking the motions off
25

calendar- that they would not. The latter notice supplanted the first. There was no
subsequent notice of any further changes.
When the court issued its September 13 orders, appellants had not yet even
filed written oppositions to the second set of motions, as those oppositions were not
due until September 20. Appellants had no opportunity to brief or argue their case
before the trial court issued its September 13 orders. The court was constitutionally
required to give them that opportunity. The due process violation could not be more
plain.
But the court went beyond just denying appellants notice that they would be
subject to the August 23 motions when it affimaatively gave them notice that they
would not. At the ex parte hearing on August 7, it announced that the August 23
motions would be taken off calendar as to appellants and would proceed solely as to
Mr. Gaggero, and that appellants were excused from filing written oppositions. (CT2
321,402:12-403:6.) The stay order had already excused appellants from opposing the
motions, but the trial court's directive separately and independently excused them
from doing so. Yet the court intentionally subjected appellants to its September 13
orders (10-3-12 RT 27:1-25, 29:4-30:12) despite its actual knowledge that the stay had
excused them from opposing the motions in any way (8-23-12 RT 13:27-14:19) and
despite multiple reminders of this fact.
The court took the motions off calendar as to appellants on August 7. It
obviously changed its mind later and decided to subject them to the motion after all. It
also changed its mind about requiring respondents to re-file their motions if the
wanted to pursue appellants when and if the stay was lifted, and about promising
appellants their full statutory opportunity to file written oppositions. (CT2 321,401-
405.)
The importance of this change cannot be overstated: after assuring appellants
that their interests were not at stake, the court decided to put them at stake again.
Even if it was allowed to change its prior orders so dramatically, that is what
26

appellants were entitled to notice of, and that is when the court was required to give it
to them. The record does not even hint at when the court made this decision or why.
The court gave the parties no notice of such a change. It did not schedule a new
hearing. It did not set a new due date for appellants' oppositions. It did nothing to
suggest to anybody that it was going to make appellants subject to the August 23
motions after all. At a bare minimum, due process required that appellants be given
such notice.
IV. THE TRIAL COURT DENIED APPELLANTS THE RIGHT TO A FAIR
HEARING BEFORE AN IMPARTIAL JUDGE ON OCTOBER 3.
A "fair and impartial trial [is] required by the Due Process Clause of the
Fourteenth Amendment to the Constitution of the United States." (In re Murchison
(1955) 349 U.S. 133, 135 [75 S.Ct. 623, 99 L.Ed. 942].) "Whatever disagreement
there may be in our jurisprudence as to the scope of the phrase 'due process of law,'
there is no dispute that it minimally contemplates the opportunity to be fully and fairly
heard before an impartial decision-maker." (Catchpole v. Brannon (1995) 36
Cal.App.4th 237, 245, disapproved on other grounds by People v. Freeman (2010) 47
Cal.4th 993, 1006 fn. 4.) We have already seen that appellants had no such
opportunity before the court ruled on September 13. But at the hearing on October 3,
the court announced repeatedly that the issues had already been decided. It had
already made up its mind - based on Gaggero's supposed conduct, not appellants'.
Appellants never had a fair opportunity to argue their positions.
A. Having Already Ruled on September 13, the Court Did Not Give
Appellants a Chance to Meaningfully Oppose the Motions.
The court repeatedly said on the record that it had already ruled on the issues as
to appellants when it decided the first set of motions. (10-3-12 RT 27:1-25, 29:4-
30:12.) It also said that the lifting of this court's stay had allowed it to do so. (10-3-12
27

RT 6:24-7:6, 27:1-25, 28:22-29:8.) When appellants complained that they had been
denied notice and an opportunity to be heard, the court said they should have moved
for reconsideration. (10-3-12 RT 27:24-25.)
The court had not only ruled against appellants already, but had done so even
before their oppositions came due on September 20. They had no opportunity to
present their arguments before the court made up its mind.
It is not even clear that the court understood there were new motions to be
decided that morning. It said on the record that it did not realize there was a new
receivership motion on calendar and that it thought the only matter before it was a
new proposed order for assignment of rights and restraint of the judgment debtors.
( 10-3-12 RT 33:10-14, 33:24-27, 34:1-8.) When respondents explained what was
actually on the calendar, the court replied "Just a minute. I'm a little bit confused
now." (10-3-12 RT 34:20-21.) It repeatedly asked counsel to explain whether there
was any difference between the August 23 orders and the new proposed orders. (10-3-
12 RT 35:5-6, 35:27-28, 36:3-4, 36:13-15.) Then it pondered whether to re-label the
new orders as "amended." (10-3-12 RT 36:21-26.) That is what it ultimately called the
new receivership order (CT6 1199), while it characterized the new assignment order
as "revised". (CT6 1207.) To the court, these were not new orders on new motions.
Instead, they were refinements to orders that had been made weeks earlier. A court
that did not even realize it was being asked to rule on new motions could not have
fairly considered or evaluated appellants' opposition papers.
Respondents' motions had both been pre-judged, in the most literal sense of
that word. By definition, the court was prejudiced against appellants when they tried
to make their case. A court which had already made up its mind before appellants had
even filed their opposition papers was neither fair nor impartial as required by
Murchison, supra, 349 U.S. at p. 135. Their positions were not "fully and fairly heard
before an impartial decision-maker" per Catehpole, supra, 36 Cal.App.4th at p. 245.
The court denied them their due process rights because it quite literally never gave
28

them a chance to persuade it before it made up its mind.
B. The Court Demonstrated Bias Against Appellants by Judging them
Based on Gaggero's Actions Instead of Their Own.
"When there is uncontradicted evidence that the trial judge entertains a fixed
opinion that a party to an action ... is unworthy of belief, and frankly admits he
possesses that frame of mind, the law entitles the litigant to the privilege of a trial
before some other judge." (Chastain v. Superior Court (1936) 14 Cal.App.2d 97, 104.)
That is precisely what the trial court acknowledged on October 3.
During that day's hearing, counsel for appellants tried to explain that his clients
had not refused any discovery requests, that they had been given no opportunity
whatsoever to show their good faith, and that they were entitled to a chance to pay the
judgment before being placed into receivership or hit with an assignment order. The
court answered, quite frankly, that it was judging appellants not by their own actions
since entering the case but rather by what it believed Gaggero had done over the
course of several years. And when appellants complained that respondents were
seeking a receivership as a first resort instead of a last resort, the court disagreed -
because Gaggero, not appellants, had been subjected to discovery:
THE COURT: ... Because, you know, I can understand - I'm not
expressing a personal opinion here now, but I can understand why they might
be a trifle skeptical of offers coming from your side of the table. And I
understand that you may be new to this case, but this case has a history. And,
fortunately or unfortunately, if your side of the table has baggage you come
into this case and the baggage affects you, unfortunately. It affects their
perception of the people that you're trying to represent.
MR. HOFFMAN: Well, the point, Your Honor, isn't so much that I'm
new. The point is that the additional judgement debtors are new. [Respondents]
talk about what Mr. Praske has or hasn't provided, but nobody has served him
with judgement debtor discovery except for a judgement debtor exam years ago
when he was there in a third party capacity. A receivership is supposed to
basically be a last resort. We're here as a first resort.
29

THE COURT:I wouldtendto disagreewith that.
MR. HOFFMAN: Well, Your Honor,wecited law in the papersthat
saysacourt whendecidingwhetherto appointareceiverhasto balancethe
interestsof boththejudgementcreditorandthejudgementdebtor.
Now, there'sa lot at stakeontheirsideof thebalance,there'sa lot at
stakeon oursideof thebalance.Wehaven'tevenhadanopportunityto answer
discovery.Nobodyhas- let mebackuptwo words.
THE COURT: Therehasbeendiscoverythathasbeentaken,asI
understandit, from Mr. GaggeroandI believeotherpeople,or therehavebeen
attemptsto getdiscoveryfrom otherpeople.
MR. HOFFMAN: Nobodyhasserveduswith judgementdebtor
interrogatories.Nobodyhasserveduswith judgementdebtorrequestsfor
production.We dohavependingjudgementdebtorexaminationsbut they
haven't beentaken.
Sincewebecameparties,or at leastadditionaldebtors,nobodyhas
askedusanything.We haven'tfailed to answer.We haven'tfailed to produce.
We haven'tbeenlessthanfully forthcomingbecauseit hasn'thappenedyet.
We haven'thada chanceto showthatwe havebeenableto participate
responsiblyin this case.
THE COURT: Well, theproblemis thatMr. Gaggerohasbeenlessthan
forthcoming.I readthetranscriptof thejudgementdebtorexaminationwhere
herefusedto saywherehelives andrefusedto give informationthatwas
perfectlyappropriate.
MR. HOFFMAN: I don't havea dog in thatfight.
THE COURT: But youseetheproblemis,this colorstheentire
relationship.
MR. HOFFMAN: I understandthat.
THE COURT: And, frankly, my generalunderstandingis thatthis web
of entitieswassetupby Mr. Gaggeroin consultationwith variouspeople
essentiallyto makehimjudgementproof.And I think that- I think thereis
evidencethat hasbeenpresentedto that effect,andindeedI havesome
recollectionof Mr. Gaggero'sowntestimonyattrial. And I haveseenthis, you
know?
So,youknow, if I'm a little - if I'm atrifle skeptical of this, let's turn to
the merits of the proposed order for assignment rights and order restraining
judgement debtors. (10-3-12 RT 18:2-20:10.)
3O

Appellantsthenaskedthecourt to at leastcontinuethehearingsothat they
couldeither sell assetsor borrow enoughmoneyto paythejudgmentin full, asthey
hadexplainedin their oppositionpapers.Eventheprospectof full payment,from
partieswho hadneverviolatedanyordersor refusedanydiscoveryrequests,did not
satisfythecourt:
MR. HOFFMAN: Your Honor,beforewe dothat,may I suggestthatwe
simply continuethis hearingto give usachancein orderto makethatsale
happen?
THE COURT: Why shouldI -on thebasisof whatI havebeforeme
today,I do nothavea highdegreeof confidencethatwill happenwithin a
reasonableperiodof time.(10-3-12RT 20:11-17.)
Later,thecourtagainadmittedthat it wasjudging appellantsbasedon its pre-
existingimpressionsof Gaggero:
THE COURT: TheproblemisI've got -- did you readthestatementof
decisionthat I wrote?2-'-_
MR. HOFFMAN: I did, Your Honor.
THE COURT: Okay.And, so,youknow, with respectto thatunderlying
lawsuitthat hehadthatresultedin theanti-SLAPPjudgement,thething that he
wasclaiming thatKnappPetersenandClarkeshouldhavesettledfor him,that
hesuedthathomeowner'sassociationandgotajudgement,andthejudgement
keptcompoundingand compoundingandcompounding.And I found thatall
althoughtherewasnobasisonwhich to refuseto paythejudgement,no
legitimatebasis,hedid. Hestonewalled.And that wasabig partof the falling
out with KnappPeterson.
And I know the historyof Mr. Gaggeroonthat.He doesn'twantto pay
judgementsagainsthim, okay?So,hegot-- theway hesetup these
relationships,asI understandit, with thesedifferententitiesit's very hardto
twist hisarm.And whatwehaveherenow is counselfor thejudgement
creditorwho is willing to comein andtakethestepsactuallyto effectively
twist thearm.
_The court issuedits statementof decision(JA 386-417)onJanuary
8, 2008,afterGaggero'strial-almost 57monthsbeforetheOctober3hearing,
andnearly53monthsbeforeappellantsbecameadditionaljudgmentdebtors.
31

MR. HOFFMAN: What I'm saying --
THE COURT: It's hard for me to say that given this history, given my
understanding of the facts, given my understanding of the relationship between
Mr. Gaggero and these different persons and entities, that that shouldn't allow
to go forward. (10-3-12 RT 25:4-26:3.)
Although it should go without saying, the flaw in the court's logic is that
appellants are not Stephen Gaggero. The alter-ego finding does not mean that they
and Mr. Gaggero are one and the same. The doctrine allows that "under certain
circumstances a hole will be drilled in the wall of limited liability erected by the
corporate form; for all purposes other than that for which the hole was drilled, the wall
still stands." (Mesler v. Bragg Management Co. (1985) 39 Cal.3d 290, 301.) To say
appellants are equitably responsible for paying Gaggero's judgment does not mean
they are equitably responsible for his answers to post-judgment discovery or for any
of his other litigation conduct.
Even if appellants somehow really are his alter egos, all that means is that they
must pay the judgment, not that they are responsible for everything he does. After all,
the basis of the alter-ego findings was that Gaggero controlled appellants, not the
other way around. (B241675 CT3 540; B241675 RT 2:6-8, 17:10-11, 18:26, 22:18-19,
27:21.) Even if the court was right about this it would not follow that Gaggero's
actions ca n justify putting appellants into receivership. The law holds principles
responsible for the wrongs of their agents but does not hold agents responsible for the
wrongs of their principles. (3 Witkin, Summary 10th (2005)Agency, § 201, p. 255.)
"[T]here is no principle of 'respondeat inferior'." (Rest.3d, Agency §7.01, Comment
d; accord 3 Witkin, Summary 10th (2013 supp.) Agency, § 201, p. 59.) The logic of
the court's ruling is upside-down just as it was when the court deemed appellants
Gaggero's alter egos. (See B241675 AOB 13-17, 35-40.)
Appellants were entitled to be judged on their own conduct, not on somebody
else's. But the court's assessment of them was based entirely on the actions of
another person. In the court's eyes, their own actions were irrelevant. The court had
32

madeupits mind about them based upon its impression of Mr. Gaggero - an
impression it had formed years earlier (JA 386-417) and which they had no
opportunity to shape.
It is "the right of a litigant to have his cause tried by one who has no
preconceived opinion against his veracity which may preclude a full and a fair
consideration of the facts and the law which are involved therein." (Keating v.
Superior Court (1955) 45 Cal.2d 440, 445.) Trial by a judge who is not fair or
impartial constitutes a "structural defect[ ] in the constitution of the trial mechanism,"
and the resulting judgment is reversible per se. (Arizona v. Fulminante (1991) 499
U.S. 279, 309 [113 L.Ed.2d 302, 111 S.Ct. 1246].) The "impartiality of the
adjudicator goes to the very integrity of the legal system[.]" (Gray v. Mississippi
(1987) 481 U.S. 648,668 [95 L.Ed.2d 622,639-640, 107 S.Ct. 2045].)
Although "[re]ere expressions of opinion by a trial judge based on actual
observation of the witnesses and evidence in the courtroom do not demonstrate a bias"
(People v. Guerra (2006) 37 Cal.4th 1067, 1111, overruled on other grounds in
People v. Rundle (2008) 43 Cal.4th 76, 151), the trial court had made no observations
of appellants and there was no evidence to support its beliefs. Its opinion was instead
based on misrepresentations by respondents and on its own flawed recollection.
"Every litigant has the lawful right to expect utter impartiality and neutrality in
a judge who tries his or her case." (46 Am.Jur.2d Judges § 127.) "The right to a judge
free from bias or prejudice is based on the due process clause of the federal
Constitution, and on the right to a fair trial[.]" (48A C.J.S. Judges § 239, footnotes
omitted.)
Given the lack of evidence against them and the court's express reliance on
evidence that was actually about Gaggero, appellants respectfully submit that the
court's bias is what led it to grant the motions. But they do not have to prove that the
ruling against them was caused by the court's bias. Prejudice must be presumed
"when the record shows the lower court proceeding was so tainted by judicial bias or
33

unfairness that appellant could not have received a fair trial." (Eisenberg, Horvitz, and
Wiener, California Practice Guide." Civil Appeals and Writs (Rutter 2013, hereinafter
"Eisenberg, et al.") ¶ 8:310.5, emphasis in original.)
It does not matter whether the court's beliefs about Gaggero were justified - or
even whether those beliefs somehow made it reasonable for the court to be suspicious
of appellants. "If the requisite bias or prejudice exists, it is immaterial what caused it
or whether it was warranted or unwarranted." (48A C.J.S. Judges § 239, footnotes
omitted.) Even if the court's suspicion might have justified scrutinizing appellants'
actions going forward, it could not justify presuming what those actions would be
without giving them a chance to prove themselves.
C. Appellants Did Not Have to Raise the Issue of Bias in the Trial
Court.
Although the denial of a motion to disqualify a judge is only reviewable by writ
(section 170.3), that rule "does not apply to, and hence does not bar, review (on appeal
from a final judgment) of nonstatutory claims that a final judgment is constitutionally
invalid because of judicial bias." (People v. Brown (1993) 6 Cal.4th 322,335; accord
Eisenberg, et al., supra, ¶ 2:259.3a ["A judgment may be subject to due process attack
on the basis of the trial judge's personal bias or prejudice. CCP § 170.3(d) does not
bar an appeal challenging the constitutional integrity of the judgment because of
alleged judicial bias", emphases in original].)
While a civil litigant must raise claims based on the appearance of bias at his
first opportunity (In re Marriage of Christie (1994) 28 Cal.App.4th 849, 865), there is
no such rule for showings of actual bias. (People v. Freeman (2010) 47 Cal.4th 993,
996, 1000.) Besides, the rule is designed to prevent litigants from taking a "wait and
see" approach before deciding whether to raise the issue. (Rolh v. Parker (1997) 57
Cal.App.4th 542, 547-548.) Here, the court's bias against appellants became apparent
for the first time during the October 3 hearing, so they had no prior opportunity to
34

complain about it. Since the receivership and assignment orders were entered that
same day, appellants had no chance to seek disqualification - whether under section
170.3 or otherwise - in the meantime. Their bias argument is precisely the type
Brown permits on appeal.
D. Appellants Were Not Required - or Even Allowed - to Seek
Reconsideration of the August 23 Orders.
The court's comment that appellants should have moved for reconsideration
was wide of the mark. We have already seen that the court lacked jurisdiction to
makes its September 13 orders. When a court acts without jurisdiction, its ruling is
void. (People v. American Contractors lndem. Co. (2004) 33 Cal.4th 653,661.) Void
orders may be challenged at any time. (Barquis v. Merchants Collection Assn. (1972)
7 Cal.3d 94, 119.) There is no need to seek reconsideration before challenging them
on appeal.
The court's void order did not magically become valid just because appellants
never asked for reconsideration. Parties cannot confer jurisdiction "by consent,
stipulation, estoppel or waiver." (Kerns v. CSE Ins. Group (2003) 106 Cal.App.4th
368, 394 fn. 22.) Since they can't even do so deliberately and in advance, they
certainly can't do it retroactively by omission.
Besides, a motion to reconsider must be based "upon new or different facts,
circumstances, or law". (Code Civ. Proc. § 1008, subd. (a).) That a stay bad been in
place on August 23 was neither new nor different. Neither were the facts that the stay
was in place when the oppositions would have been due, or that the court had
expressly excused appellants from opposing the motions. Appellants thus had no
grounds to seek reconsideration under section 1008.
Asking a court to reconsider on grounds not listed in section 1008 is punishable
as contempt. (Section 1008, subd. (d).) Any resulting reconsideration would be
voidable. (Id.) To say appellants could only have preserved their rights by committing
35

contempt of court and seeking a voidable order makes no sense. Neither does saying
that they waived any of their rights by not doing so, or that they retroactively gave the
trial court jurisdiction this court had taken away via its stay order. Yet that is the
essence of the trial court's ruling.
V. THERE WAS INSUFFICIENT EVIDENCE TO JUSTIFY PLACING
APPELLANTS INTO RECEIVERSHIP OR ASSIGNING THEIR
RIGHTS.
A receivership is a drastic and severe remedy. (Brown v. Memorial Nat. Home
Foundation (1958) 158 Cal.App.2d 448,455, citing Golden State Glass Corp. v.
Superior Court (1939) 13 Cal.2d 384, 393.) "[T]he appointment of a receiver is 'an
extraordinary and harsh,' and 'delicate,' and 'drastic,' remedy to be used 'cautiously
and only where less onerous remedies would be inadequate or unavailable .... '"
(Morand v. Superior Court (1974) 38 Cal.App.3d 347, 350, citations omitted.) "In
other words, it should not be requested unless absolutely essential because no other
remedy will do the job." (Well & Brown, California Practice Guide: Civil Proced_o'e
Before Trial s 9:743, emphasis in original.)
Because "the remedy of receivership is so drastic in character", it should be
avoided "if there is any other remedy, less severe in its results, which will adequately
protect the rights of the parties[.]" (Alhambra-Shumway Mines, lnc. v. Alhambra Gold
Mine Corp. (1953) 116 Cal.App.2d 869, 873, citing A. G. Col Co. v. Superior Court
(1925) 196 Cal. 604, 613.)
A party to an action should not be "subjected to the onerous expense of a
receiver, unless.., his appointment is obviously necessary to the protection of the
opposite party[.]" (De Leonis v. Walsh (1905) 148 Cal. 254, 255.) A receiver should
"never" be appointed "in a doubtful case or where there is no necessity or occasion for
the appointment." (75 C.J.S. Receivers § 15, quoted with approval in Morand, supra,
38 Cal.App.3d at p. 350.)
36

Evenif appellantshadn'tbeensoearnestlytrying to paythejudgment,thefacts
would nothavejustified placingtheminto receivershipor assigningtheir rightsand
restrainingtheir actions. Respondentshadnot soughtanylesserremedies.The
appellantshadnotdefiedanycourtorders. Theyhadnot refusedto answerany
discovery. Therehadn'tevenbeen any discovery for them to answer. Appellants had
done nothing remotely improper.
There was, quite literally, no evidence that lesser remedies would have been
insufficient to make appellants pay the judgment. That is why respondents' motions
focused on Gaggero's history instead of appellants'. The one argument they made
about appellants - that they had broken a promise made during the May 29 hearing -
was wishful thinking at best.
Here is what they claimed in their first receiver motion:
"This Court may recall, during the May 29, 2012 hearing on KPC's
Motion to Amend the Judgment to add Gaggero's alter ego entities[,]
statements by counsel, Esquibias that he 'will make sure that [KPC's] counsel
has a copy of the trust documents.' He further of their that as counsel for the
trusts 'we intend to completely and fully cooperate with the requests for
documentation. There is no reason why it should not be disclosed.' Further
still, he assured this Court that it is his "practice to be open with this Court and
with opposing counsel, to be fair and clear and transparent.'" (CT 1 166:4-10,
italics, boldface and underlining in original.)
They repeated these claims just eight pages later, insisting that "counsel for the
alter ego Judgment Debtors, Esquibias has engaged in similar tactics" to those they
attributed to Mr. Gaggero. (CT1 174:4-9.) They argued that his commitment to
transparency "has not been demonstrated in any manner in connection with the present
case." (CT1 174:8-10.) They even claimed that, "contrary to these statements, Praske
has refused to turn over any documents KPC requested in the document request"
(CT1 174:11-12, italics and boldface in original) - even though they knew full well
that they had made no such request. They repeated these claims verbatim in their
second receiver motion. (CT3 509:13-19, 517:4-11.) All of this, of course, was
37

respondents' way of persuading the court that it was appellants who were being
dishonest. _
But the quoted statements were a proposal, not a promise. Counsel did not say
he would would turn over the documents regardless of what happened. He only said
he would do so if the court continued the hearing on the alter-ego motion. (B241675
RT 9:20-11:18.) The court rejected the proposal. There was no agreement, so there
was no reason for him to perform. This would be true even if respondents really had
asked Praske for the documents, and even if Praske really had refused to produce
them.
Even an unconditional promise to "fully cooperate with the requests for
documentation" would apply only to requests that had actually been made, not to
requests the court mistakenly believed had been made. A commitment to fairness,
clarity and transparency did not require appellants to turn over materials respondents
had never asked them for.
The court was wrong about Praske's supposed refusal, even though Mr.
Esquibias -who was very new to the case (B241675 CT1 11:22-25) - mistakenly
believed it was right. Even in combination, the court's error and counsel's did not
change the fact that respondents had never sought any documents from Praske, or that
Praske had never refused to produce them.
_Respondents tried to support these claims by citing amended
responses to discovery they had served on Gaggero rather than on appellants.
His amended responses said he had asked Praske for copies of various
documents which he believed Praske had and that Praske had declined to give
them to him. (CT3 581:12-16, 582:21-25,586:6-10; 584:28-585:4,588:22-26,
589:5-9.) But saying no to an infornlal request from Mr. Gaggero is a far cry
from refusing to answer formal discovery from respondents. Besides, the
arnended responses were served on July 20- barely a week before respondents
filed their first assignment and receiver motions and nearly 2 months after the
May 29 hearing where the trial court mistakenly said Praske had refused to
answer discovery. (CT3 596.) Respondents could have asked Praske for the
materials but chose to bring these motions instead.
38

During the May 29 hearing, counsel for respondents had merely kept quiet
when the trial court announced its mistaken belief. (B241675 RT 8-12.) Here, though,
counsel actively took advantage of that mistake by pretending the court was right and
that Praske really had refused to comply with discovery. She thus presented the
court's mistake as if it was the truth, even though she had no reason to believe it was
true. But saying something happened does not make it so, and respondents' fiction did
not become fact just because the court believed it.
In a world where successful fiction so often spawns sequels, perhaps it should
come as no suprise that respondents' counsel again made up facts during the October 3
hearing to secure a victory for her clients. After counsel for appellants tried to explain
that his clients were working in good faith to pay the judgment, respondents' counsel
made a truly astonishing claim - not only that Praske had refused to produce
documents, but that the court had then ordered him to do so and that he had defied that
order:
MS. WAKILY: Your Honor, there's a pending order to produce
documents Mr. Praske has refused to turn over, so it appears -
THE COURT: Mr. who?
MS. WAKILY: Mr. Praske has refused to turn over documents relating
to the estate plan after we obtained an order subject to protection that Mr.
Chatfield wanted to turn over documents to the estate plan. (10-3-12 RT 14:19-
26.)
Appellants have already shown at length that respondents never asked Praske
for an 3' documents and that he never refused to produce them. (B241675 AOB 18-26.)
The trial court said that he had during the May 29 hearing, but it was mistaken.
(B241675 AOB 19-20.) At the time, respondents' counsel merely kept quiet about it.
She didn't correct the court's error, but at least she didn't affirmatively claim that her
clients really had asked Praske for any documents or that he had refused to comply.
(B241675 RT 8-12.)
On October 3, though, she showed no such restraint. She twice told the court
39

Praske had refused to turn over documents, even though it never happened. She
insisted he had been ordered to do so, even though he never was. And she was far
from done. For good measure, she claimed yet again that there was such an order, and
twice more accused Praske of defying it:
THE COURT: Is there a motion before me today for an application?
MS. WAKILY: No, no, it's an order.
THE COURT: I don't have a motion or application before me today to
adjudicate this.
MS. WAKILY: I'm not saying there's a - adjudicate - I'm saying that
there's an order outstanding that they refuse to comply with.
MR. HOFFMAN: Your Honor, ifrm not mistaken that order is directed
only against Mr. Gaggero and not against the additional judgement debtors. If I
am mistaken I would be happy to acknowledge that. _
THE COURT: I don't know if it is or not.
MS. WAKILY: We have declarations from Mr. Chatfield refusing to
disclose those documents - I'm sorry, Mr. Praske. I'm sorry. Mr. Praske. It was
provided by Mr. Chatfield. Mr. Chatfield, can you correct me ifl'm wrong?
MR. CHATFIELD: I'm not exactly sure what you're talking about. It's
not before the court, so I haven't reviewed any documents relating to that. (10-
3-12 RT 15:2-22.)
While counsel was technically right that there was "a pending order to produce
documents", that order had been directed to Mr. Gaggero and not to appellants. It
concerned requests that had been made of Mr. Gaggero, not of Mr. Praske. And
instead of refusing to produce the documents, Gaggero had said he would produce
them if the court issued a protective order - which it had agreed to do on September
14. (CT5 947-949.) 2/ This dispute had nothing to do with appellants, yet respondents
offered it to show that appellants should not be trusted to pay the judgment. Sadly, the
_Appellants' counsel was new to the case, having substituted in when
the oppositions were filed on September 20.
_/Adifferent bench officer had issued the protective order. (CT5 949.)
4O

court was taken in.
These tall tales were the only "factual" basis respondents even tried to offer in
support of their motions. The court accepted them. Appellants were placed into
receivership and had their economic rights assigned away as a result. There was no
actual evidence - let alone substantial evidence - to justify this decision.
VI. APPELLANTS WERE DENIED A REASONABLE OPPORTUNITY TO
PAY THE JUDGMENT BEFORE THE OCTOBER 3 ORDERS.
As this court has held, a judgment debtor who voluntarily pays the judgment
forfeits his right to challenge it on appeal. (Building a Better Redondo, Inc. v. City of
Redondo Beach (2012) 203 Cal.App.4th 852,866.) In order to avoid such forfeiture,
the debtor has to wait until the judgment creditor has taken steps to enforce it. (Lee v.
Brown (1976) 18 Cal.3d 110, 115.) Only then can he pay the judgment while
preserving his rights to contest it. 2-6_
Paying the judgment before respondents began to enforce it would have
forfeited appellants' rights. But that was no longer an issue once respondents filed
their first assignment and receiver motions on July 30. (Eisenberg, et al., supra, ¶
2:325 ["No waiver is implied if the party's compliance with or satisfaction of the
judgment was compelled or coerced (e.g., by threat of execution or other enforcement
procedure)", emphasis in original, citing Lee v. Brown (1976) 18 Cal.3d 110, 115].)
That was 62 days after appellants had been named additional.judgment debtors. Had
they paid during those first 62 days, they would have lost their appellate rights.
-'-6/Eisenberg, et al., note that "it might be possible for the debtor to
preclude an implied waiver by seeking a written agreement with the judg,nent
creditor that the payment does not thereby waive the right to appeal (although
it might also be argued that such an agreement renders the payment consensual
and thus a waiver)." (Eisenberg, et al., supra, ¶ 2:326.) Appellants were
understandably reluctant to put this theory to the test.
41

Whenrespondentsfiled theirfirst assignmentandreceivershipordersonJuly
30,2012,theyarguedthat appellantsshouldhavealreadypaidthejudgment- in an
amount$336,700.43higherthanwhatthecourthadactuallyentered- andthat their
delaysweresounreasonableastojustify the extraordinaryremediesof anassignment
andreceivership.(CT1 31-43,166-169.)HadappellantspaidbeforeJuly 30,they
would haveforfeitedtheir appeal.Soif respondentswereright, thenappellantshadto
eitherlbrfeit theirappealor trigger areceiver,andtherewasnoneedto give thema
chanceto paywithout forfeiting theirappeal.The veryideais bothabsurdandunjust.
Its badenoughthat respondentstookthis positionin thefirst place. Farworse
is the factthatthetrial courtagreed.Appellantsexplainedbothbeforeandduringthe
October3 hearingthattheyweretrying to borrowmoneyor sellassetsin order to pay
thej udgmentin full. (10-3-12RT 1-11.) Theyalsoexplainedthattheyhadbeen
unwilling to forfeit their appellaterightsby payingquickly. But thetrial courtwas
unmoved.
Respondents'secondsetof motionsarguedthat appellantshadunreasonably
failed to paythethird amendedjudgment. But thatjudgmenthadonly beenentered
on August6 (CT2 319-320),which wasthesamedaythis court issuedits stayorder in
B241675,makingthejudgmentunenforceable- evenassumingthatit would have
beenenforceableotherwise. Thiscourt lifted thestayonAugust30. That is the
earliestdatein which thethird amendedjudgment- couldhavebeenenforceable
againstappellants.
Respondentsfiled their secondsetof assignmentandreceivermotionsjust a
weeklater,onSeptember6. Thatweekhadincludedthe three-dayLaborDay
weekend.Respondentsgaveappellantsjustfour business days to pay before accusing
them of doing "nothing but delay, obstruct, and abuse the discovery process to thwart
KPC's enforcement efforts on a judgment now exceeding $2.1 million." (CT3 509:11-
13.)
42

VII. THE RECEIVERSHIP ORDERS WERE EXCESSIVE IN THEIR
SCOPE AND OPPRESSIVE IN THEIR TERMS.
Even if the court was somehow justified in imposing a receivership, the terms
of those orders far exceeded anything the facts could possibly have supported.
"It is the rule that: 'The functions and powers of a receiver are controlled by
statute, by the order appointing him, and by orders subsequently made by the court. He
has no powers beyond those so conferred.'" (Morand v. Superior Court, supra, 38
Cal.App.3d at p. 351, citing 42 Cal.Jur.2d, Receivers, § 73.) The court's authority is
limited. The orders which the trial court signed ran roughshod over those limits.
A. The Court Improperly Put the Receiver in Charge of Appellants'
Business Affairs.
When a receiver is appointed to ensure payment of a judgment, his duties are
"limited to receiving and then paying out, or more specifically, to demanding and
suing fbr, under the order of the court, and taking into possession and applying in
satisfaction of the judgment, money, property, and interests of the judgment debtor[.]"
(Tucker v. Fontes (1945) 70 Cal.App.2d 768,775, emphasis added; see also Morand,
supra, 38 Cal.App.3d at p. 350.) That, after all, is why he is called a "receiver" and
not a "manager". His responsibilities "do not include active management of the
property or operation of the business of the judgment debtor[.]" (Id.) Yet that is what
the court ordered this receiver to do on October 3.
The "amended" order said that the receiver "has full and exclusive power, duty,
and authority to administer and manage all of [appellants'] business affairs, funds,
assets, choses in action and any of its other property, and is vested with all of the
powers of [appellants'] shareholders, directors and officers." (CT6 1204:10-13.) It
went on to say that he was "authorized to, and shall, take exclusive possession and
43

control of anyandall documents,records,propertyandassets,whereverlocated
within or outsidethis state,of the [appellants]".(CT6 1204:16-18.)It gavehim the
samedirectionsasto "any andall realpropertyownedby [appellants],or in which
[appellants]haveanyinterest."(CT6 1204:25-27.)It allowedhim to interceptand
readappellants'mail, evenby havingit deliveredto hisown office insteadof theirs.
(CT6 1205:1-4.)It orderedhim to takepossessionof appellants'bankaccountsandall
fundsondeposittherein.(CT6 1205:5-10.)It orderedhimto seizeall of appellants'
accountsreceivable,includinganyescrowaccountsthatmight becomepayableto
appellants.(CT6 1205:11-15.)It evenorderedhimto interceptandholdanyandall
paymentsto appellants,regardlessof theirsourceor purpose,andto placethemin his
own bankaccount.(CT6 1205:15-27.)
These are precisely the powers a receiver may not have, but the court gave
them to this receiver expressly.
B. The Trial Court Had Neither Reason nor Authority to Make the
Receiver "Investigate" Appellants.
Among the receiver's "powers, rights[,] duties and obligations" was the duty to
"investigate all of the Judgment Debtors' assets and liabilities[.]" (CT5 915:3; CT6
1201:3.) Among the specific items the receiver was directed to investigate were "any
business entities, corporations, partnerships or joint ventures involved with Judgment
Debtors, and any litigation[.]" (CT5 915:7-8; CT6 1201:7-8.)
Respondents' only plausible reason to seek such an order was to turn the
receivership into a discovery mechanism for use in another alter-ego motion if they
win the Yura malpractice case, allowing them access - at appellants' expense - to
information they had not bothered to seek from respondents and which they had been
unable to obtain from Mr. Gaggero.
44

Respondentsofferedanotherexcusein their papersandat theOctober3
hearing,butonly by twisting thefactsyet again. Appellantshadpreviouslyexplained
to respondentsthat,if respondentsenforcethejudgmentbutthe appealssucceed,
respondentswill haveto makethemwhole,andpotentially alsomakewholeanythird
partieswhoserightswereimpairedby theenforcement.(CT2 255-257;CT6 1189.)
Respondentsseizedon thisat theOctober3 hearingasa reasonwhy theyneededthe
receiverto investigateappellants'financial structureandhistory. Insteadof being
satisfiedwith full payment,theyalsowanteddetailedknowledgeof appellants'
businesses- ostensiblydotheycoulddecidewhethertherewasareasonto reject the
full payment appellants were trying to make. Appellants explained that respondents'
liability would arise from enforcing the judgment and not from any particulars of how
appellants paid it, but to no avail:
MS. WAKILY: Your Honor, one more important point is we received
numerous letters front counsel for the alter ego debtors E/and Mr. Chatfield
immediately after the order amending the judgement threatening KPC and their
law firm with liability by various unnamed third party entities if we didn't seek
to enforce our judgement against the assets of the entities.
So, we would be exposing ourselves to that kind of liability based on the
proposal.
THE COURT: Well, just a second. What is the significance of that?
Does that mean I should or shouldn't do it?
MS. WAKILY: Shouldn't, because if we foreclose on it and they got the
appellate decision reversing it, then we're going to essentially be liable to these
unnamed third parties, that they're refusing to disclose, for having enforced our
judgement. So, their proposal is exposing us to a liability that we're not willing
to take on.
MR. HOFFMAN: That's not correct, Your Honor. Our proposal includes
the liability that they would already if they enforce the judgement by other
means. If we get a reversal on appeal, they have to make us whole. That's true
whether they have collected -- through the proposal that we make, whether
they've collected through the receiver, whether they collect through an
_/See CT2 255-257.
45

execution sale, whatever the method is, if they have collected and then we went
on appeal we're entitled to get it back. And that's all we were saying.
MS. WAKILY: That's exactly why we need a receiver. Somebody who
go in review the estate plan what ownership interest each entity has, what
ownership interest Mr. Gaggero has, and based on that satisfy the judgement.
MR. HOFFMAN: That's a non-sequitur, Your Honor. They're entitled to
an amount of money. They're not entitled to an investigation. They're not
entitled to dissect whatever arrangements exist on this side of the table. They're
entitled to cash. We've offered --
THE COURT: Give them cash, then. You can settle this -- you can settle
this by giving them cash. (8-23-12 RT 22:4-24:8.)
Appellants were merely pointing out to respondents that, where a judgment is
reversed on appeal after being enforced, the respondent is liable for any resulting
injuries. It's the same argument they presented on pages 75-76 of their opening brief
in B241675. Respondents chose to accept that exposure, but that choice does not
mean they are entitled to investigate appellants' business relationships - let alone have
a receiver do it for them.
That was respondents' only justification for having the receiver investigate all
of appellants' business relationships. It had nothing to do with collecting the judgment,
which was supposedly the purpose of the receivership - and which was all the court
was even theoretically allowed to have the receiver do.
C. The Orders Impermissibly Gave the Receiver Access to Appellants'
Tax Returns.
A receiver is an agent of the court. (Turner v. Superior Court (1977) 72
Cal.App.3d 804, 813.) "Upon his appointment the receiver has no greater rights
against others than the judgment creditor would have." (Morand v. Superior Court,
supra, 38 Cal.App.3d at p. 350.) Even so, both the September 13 and October 3
orders directed the receiver to "request and receive tax returns of Judgment Debtors or
46

of any corporate or other business entity in which any Judgment Debtor is involved[.]"
(CT5 915:12-15, CT6 1201:12-15.1)
Tax returns are privileged from disclosure, either to the parties or to the court.
(Cal. Const., Art. I, sec. 1; Valley Bank of Nevada v. Superior Court (1975) 15 Cal.3d
652; Moskowitz v. Superior Court (1982) 137 Cal.App.3d 313.) The entry of a
judgment against appellants did not erase their privilege, since judgment debtors may
assert the same privileges that were available to them before the judgment was
entered. (Hooser v. Sup.Ct. (2000) 84 Cal.App.4th 997, 1002.)
Under California law, federal and state income tax returns and their contents
are privileged from involuntarily disclosure. (Webb v. Standard Oil Co. (1957) 49
Cal.2d 509, 512.) This is just as tnae of corporate taxpayers as it is of individuals, and
the privilege applies to payroll, sales, estate, and other types of tax returns just as it
does to income tax returns. (Sav-On Drugs, Inc. v. Superior Court (1975) 15 Cal.3d 1,
6-7.) It covers not only the returns themselves, but also other documents that make up
an "integral part" of the returns. (Brown v. Superior Court (1977) 71 Cal.App.3d 141,
142.)
By definition, ifa document is privileged then the court cannot order it
disclosed unless the holder waives the privilege or an exception applies. Appellants
preserved their tax return privilege by making timely objections. (CT5 1009:11-17.)
There is no exception to the privilege which allowed the court to require disclosure.
The privilege thus remains intact. (Coate v. Superior Court (1978) 81 Cal.App.3d 113,
115 [Absent a waiver by each holder of the privilege, a court may not compel the
disclosure of state or federal income tax returns or the information they contain.])
Respondents ignored the privilege issue in their reply papers. (CT6 1177-
1182.) They neither filed a written response to appellants' objections nor raised the
issue in their reply brief. They did not even acknowledge that the privilege exists, let
alone explain why it should not apply here.
47

At theOctober3 hearing,appellantsagainassertedthetax-returnprivilege.
(10-3-12RT 32:20-33:9.) Otherthananunsupportedclaim thatreceiverscaninvade
theprivilege(10-3-12RT 38:20),respondentsagainfailedto addressthisargument.
Thecourtthushadbeforeit noargumentandno citationto anyauthoritywhich saidit
could letthe receiverhaveappellants'tax returns.Yet despitethecompletelackof
anysupportfor its position,thecourtrejectedappellants'argumentout of hand.(10-3-
12RT 37-39.)
California law recognizesmorethanjust a "generalnotionof privacyasto tax
returns". It recognizesa full-fledged privilege. Thetrial courtevidentlydid not
understandthis. Thecourt's analysiswould makesomesenseif thetax return
privilege didn't exist. But it does.Believing thataproposedorderis sensibleis not
enoughto overcomea privilege.
In ajurisdiction without atax returnprivilege, acourt mightbefreeto give
receiversaccessto tax returnsandrelatedinformation. But California isnot sucha
jurisdiction. Whena proposedorderclasheswith a privilege,theprivilege musttake
precedence.The courthadno authorityto simply shrugit off.
By definition, if somethingis privilegedthena courtcannotorderit disclosed
unlesstheprivilege hasbeenwaivedor anexceptionapplies.(Rittenhousev. Superior
Court (1991) 235 Cal.App.3d 1584, 1590.) "In civil litigation, a party cannot be
compelled to produce a copy of his or her return." (2 Witkin, California Evidence, 5th
Edn. (2012) Witnesses, § 263, p. 595.) Petitioners have not waived their privilege,
and neither the court nor KPC has even suggested what sort of exception might allow
the court to do what it did.
A receiver is an agent of the court. (California Rules of Court, rule 3.1179(a).)
A principal may not authorize his agent to do anything he lacks the authority to do
himself. (Cir. Code § 2304; accord Channel Lumber Co., Inc. v. Porter Simon (2000)
78 Cal.App.4th 1222, 1228 ["[A] principal.., may not employ an agent to do that
which the principal cannot do persnnally"].) Since the court has no authority to order
48

thedisclosurepetitioners' privilegedtax information,thecourt's agenthasno such
authorityeither._
Moreover,the receiverwoukl likely haveto sharewhateverinformationhe
receivedwith thecourt.(Orfanosv. California lns. Co. (1938) 29 Cal.App.2d 75, 80
["It is too well settled to need citation of authority that an agent must disclose to its
principal all facts within its knowledge pertaining to the agency."]; accord Rest.2d,
Agency §381.) A court that lacks authority to demand documents directly cannot
obtain them indirectly through a receiver.
D. The Trial Court Had No Authority to Give the Receiver Access to
Appellants' Privileged Attorney-Client Communications.
As if breaching petitioners' tax privilege was not bad enough, the trial court
also said that a receiver should be able to access and control materials covered by the
attorney-client privilege, at least under some unspecified circumstances:
THE COURT: But the receiver steps into the place of management.
MR. HOFFMAN: By that logic, your Honor, the receiver would also be
able to see attorney-client communications and that's also a privilege.
MS. WAKILY: They can.
THE COURT: I suppose it is conceivable that if the privilege is held by
an entity and the receiver takes over the entity, they would. He steps into the
shoes. (10-3-12 RT 38.)
_/It would be no answer for the receiver to say he only wanted to view
the documents himself, even though that seemed to be respondents' position.
(10-3-12 RT 32:23-28.) The court had no authority to review appellants'
privileged materials, even privately. (Evid. Code § 915.) As the court's agent,
the receiver had no powers the court itself lacked.
49

The written receivership orders say nothing expressly about the attorney-client
privilege. Where there is a discrepancy between what a court says during the hearing
and the content of its written judgment or order, the written document controls. (Kong
v. City of Hawaiian Gardens Redevelopment Agency (2002) 108 Cal.App.4th 1028,
1037.) But the order does say that the receiver should manage appellants' affairs and
examine all their mail. (CT6 1204:10-15, 1205:1-4.) The court clearly believed that
this included accessing attorney-client communications. Appellants respectfully ask
this court to hold that a receiver cannot have such authority.
With exceptions that don't apply here, a client "has a privilege to refuse to
disclose, and to prevent another from disclosing, a confidential communication
between client and lawyer[.]" (Evid. Code § 954.) The Legislature intended the
attorney-client privilege to be "absolute", assuring that privileged material "is not
discoverable under any circumstances." (Shannon v. Superior Court (1990) 217
Cal.App.3d 986, 995.)
"While it is perhaps somewhat of a hyperbole to refer to the attorney-client
privilege as 'sacred,' it is clearly one which our judicial system has carefully
safeguarded with only a few specific exceptions." (Mitchell v. Superior Court (1984)
37 Cal.3d 591,599, 600.) The privilege must be construed liberally in favor of its
exercise in order to fulfill the underlying policy of encouraging open and frank
communications between clients and their attorneys. (People v. Kor (1954) 129
Cal.App.2d 436, 444.)
As the Supreme Court has noted, the privilege has "only a few specific
exceptions." (Mitchell, supra, 37 Cal.3d at p. 599.) No known authority has ever held
there is an exception for receivers. Indeed, no published California decisions discuss
how a receivership affects any type of privilege held by the parties 2-9_.Whether a
either.
_There do not appear to be any unpublished decisions on this subject
5O

receivermayaccessprivilegedmaterialsis aquestionof first impression.Appellants
respectfullyurgethecourt to hold thattheansweris no.
Receiverswho hire counselhavetheirown attorney-clientprivilege, which
theycanenforceagainstthepartieswhenthepartiesbecometheiradversaries.
(Shannonv. Superior Court (1990) 217 Cal.App.3d 986, 994-996.) The parties must
also be able to shield their own attorney-client communications from the receiver. If
they can't, then in any dispute with the receiver he would have unfettered access to his
adversaries' confidence while being able to maintain his own. There is no reason in
law or policy for such a rule.
If receivers cannot access privileged information, it is high time a court said so.
The same is true if they cash. And assuming arguendo that a receiver may obtain
privileged materials, the court should explain where that authority comes from. Is
there an exception to some privileges for receivers? If there is, to which privileges
does it apply and when? How broad is it? What authority supports the exception?
Does the receiver step inside the party's privileges? If so, does that mean he must
keep the parties' confidences - even from the other parties and the court? Given that
receivers and the parties in receivership are often adversaries in court, how can the
party litigate against someone who has access to his privileged communications?
What are the ethical duties of a lawyer when a receiver demands access to privileged
information?
Anyone subjected to a receivership needs to know the scope of their receiver's
authority. Since there are no cases or statutes which discuss the impact of a
receivership on the attorney-client privilege, appellants respectfully ask this court Io
rule authoritatively that parties in receivership may assert the privilege against their
receiver, and that trial courts may not give receivers access to privileged materials or
information.
51

E. The Trial Court Utterly Disregarded Appellants' Interests when it
Set the Terms of the October 3 Order.
"The court may appoint a receiver to enforce the judgment where the judgment
creditor shows that, considering the interests of both the judgment creditor and the
judgment debtor, the appointment of a receiver is a reasonable method to obtain the
fair and orderly satisfaction of the judgment." (Section 708.620, emphasis added.)
The October 3 order paid no heed at all to appellants' interests. An order more
hostile to those interests would be hard to imagine. Had they not been able to pay the
judgment so soon after it was entered, the order would have prevented appellants from
paying their personnel or meeting their other obligations. It would have strangled
their legal defense, including these appeals. It quite literally would have prevented
them from functioning at all. The receivership was designed to serve only the
interests of respondents while squashing those of appellants.
F. The Trial Court Gave Appellants an Unreasonably Short Time to
Comply with Its Orders.
Ordinarily, a judgment creditor who wants to inspect a judgment debtor's
records will serve written requests for production pursuant to sections 708.030 and
2031.010, et seq. Had respondents done so, appellants would have had at least 30
days in which to respond. (Section 2031.040, subd. (c) 2.) Alternatively, respondents
could have noticed their respective judgment debtor examinations and attached
document requests to those notices per section 708.110. That would have given
appellants at least 20 days to gather the records and have them reviewed by counsel.
(Section 1987, subd. (c); Ahart, California Practice Guide." Enforcing Judgments and
Debts (Rutter 2013) ¶ 6:1301.)
52

The Legislature set these schedules in order to give judgment debtors adequate
time to prepare their records and review them with counsel before producing them.
They can only be shortened by a court order showing good cause. (Section 1987,
subd. (c).) Here, the trial court gave appellants - all ten of them -just seven court
days after the receiver was appointed to "turn over possession of all 'financial books,
records and ownership documents' relating directly or indirectly to any of Judgment
Debtors['] assets and liabilities[.]" (CT5 916:22-24; CT6 1202:22-24.) That was not a
remotely reasonable amount of time for such an assignment.
VIII. THE ASSIGNMENT ORDERS WERE ALSO WILDLY IMPROPER.
A. The Assignment Orders Were Designed to Prevent Appellants from
Paying their Lawyers.
The September 13 assignment order also awarded to respondents all money or
other assets "held in the name of or for the benefit of or accessible to [appellants or
Mr. Gaggero] "that is in the possession, control, custody, or due to" the various
lawyers and law firms who had represented them. (CT5: 904:15-905:5.) The October
3 assignment order says the same thing. (CT6 12109:18-1210:26.) This list included
Mr. Praske himself, as well as appellants' counsel of record, David Esquibias. It also
included Blecher and Collins - a firm which represented Gaggero in the Yura
malpractice case but which had played no role at all in the present case. The October 3
order contained a similar provision.
Respondents also sought "an order assigning all rights in any account held for
the benefit of judgment debtors for legal services rendered" - expressly including
"moneys held for [sic] in any client trust account." (CT1 37:19-21, emphasis in
original.) The trial court gave it to them - twice. (CT5 926:15-927:5; CT6 1171:7-
53

23.) Respondentshadjustified this requestby claiming suchanorder wouldsomehow
"precludetheJudgmentDebtorsfrom avoidingtheir obligationby funnelingmoney
throughvariousthird partyentitiesto makepaymentson theirbehalf."(CTI 37:21-
23.) What it wouldactuallyhavedone,of course,wasto preventthemfrom appealing
theordersor defendingtheir interestsin thetrial court.
As written,the orderrequiredtheselawyersnotonly to turnoveranymoney
theymight receiveontheir clients' behalfbut evento remit thefundsthenheld in
their trustaccountsandto handoveranymoneytheclientsmight paythemin the
futureaslong asthejudgmentremainedunsatisfied.Theseterms,which would
effectively preventanyof thejudgmentdebtorsfrom payingtheir lawyers,were
clearlydesignedto preventthemfrom defendingtheir interestsin thiscase,whetherin
thetrial courtor on appeal.
B. The Assignment Orders Punished Appellants for the Pending Yura
Malpractice Case - Where They Are Not Parties.
Respondents freely admitted that their proposed orders were designed to
undermine Gaggero's ability to litigate the Yura malpractice case. In their first
assignment motion they argued, without citating any authority, that "[b]efore Gaggero
is permitted to force KPC to pay hundreds of thousands &dollars in defending yet
another baseless lawsuit he must satisfy his obligation arising from his previous
malpractice lawsuit." (CT1 37:10-12.) Because his "attorney fees and legal expenses"
in that case were "presumably" being paid by third parties, respondents claimed that
they were "entitled to an order assigning all rights to the payment of moneys now due
or to become due for legal services rendered on behalf of of Gaggero and any of the
Judgment Debtors." (CT1 37:15-18, emphasis added.) They made this argument even
though none of the other judgment debtors- the appellants herein -are parties to the
54

Yura malpractice case - a fact respondents readily admitted in a later hearing, when it
became helpful to them. (11-5-12 RT 13:7-9.) 3-°/
During the August 23 hearing, respondents again admitted that their proposed
assignment order was designed to prevent Gaggero from paying his lawyers in the
Yura malpractice case before he paid the judgment - even though an assignment order
can only reach funds owed to the judgment debtor and not funds owed by the debtor to
third parties. (8-23-12 RT 13:15-26.)
The second assignment motion made an identical argument. (CT4 772:16-
773:2.) Both times, the court gave respondents what they wanted - orders that would
strangle appellants financially because Gaggero was pursuing another case against
respondents.
C. The Court Had no Authority to Divert the Salaries of Appellants'
Personnel to Respondents.
The assignment orders even gave respondents the right to money that apellants
would otherwise have used to pay their personnel. They both assigned all funds or
other assets "in the possession, custody, control, or due to ... any employee,
consultant, or agent" of appellants or Mr. Gaggero. (CT5 908:10-18; CT6 1174:8-18.)
This term quite literally directed respondents not to pay their own employees or
contractors and to give that money to respondents instead. And it did so without any
notice to any of those personnel that their paychecks would be in jeopardy. Even if
the court had the right to assign appellants' income, it had no such authority over the
income of their personnel.
3°_The same attorneys who represent respondents here and in the trial
court also represent them in the Yura malpractice case.
55

D. Section 708.510 Does Not Authorize Courts to Make Judgment
Debtors Stop Paying Their Other Bills, or to Give Judgment
Creditors Priority over a Judgment Debtor's Other Creditors.
Both the September 13 and October 3 assignment orders purported to assign to
respondents payments appellants would otherwise have made to various entities and
individuals, most of whom were not parties. (CT5 926:15-930:6; CT6 1209:18-
1213:9.) The order encompassed payments to appellants' lawyers, banks, and
accountants, along with many entities whose relationships respondents did not even
try to explain, k/ The court expressly based these directives on section 708.510,
subdivision (a). But that section says only that courts may assign payments a judgment
debtor is entitled to receive. It doe,; not say they may assign payments the debtor is
required to make.
In proper circumstances, section 708.510, subdivision (a) says courts may
assign "all or part of a [judgment debtor's] right to payment due or to become due"
from third parties. But it does not say courts may assign third parties' rights to receive
money from a judgment debtor. Respondents asked the trial court to do precisely this.
Appellants explained that the court had no such authority, but the court ignored their
arguments and granted respondent,,;' motion.
By definition, a third party is someone who is not party to the case. Because he
is not before the court, the court has no jurisdiction over him and cannot impair his
rights. That means the court cannot assign his rights to anyone else. Yes that is what
respondents asked the court to do, and that is what it did.
/
_/Because respondents had conducted no discovery of appellants, there
is no evidence that they even tried to find out who these individuals or entities
were, let alone that they gave any of them notice that the court might take
away their payments.
56

Bills which appellantshadto payweretheirobligations,nottheir rights. The
right to receivethosepaymentsbelongedto appellants'othercreditors,notto
appellants.Sincesection708.510allowscourtsonly to assignrightswhich belongto
thejudgmentdebtor,it hadnoauthorityto assigntherightsof appellants'other
creditors.
By giving respondentstheright to interceptall paymentsappellantswouldhave
made,thecourt's ordergaverespondentsdefactopriority overall of appellants'other
creditors- regardlessof thenatureof appellants'otherdebts,whetherthosedebts
weresecured,or whentheyhadbeenincurred. But judgmentcreditorsarenot entitled
to befirst in line (30Cal.Jur.3dEnibrcementof Judgments§ 72),andthecourtwhich
enteredthejudgmenthasnoauthorityto put themthere. And evenif respondents
wereentitledto suchpriority, that wouldmakethemfirst in lineonly for appellants'
incomingpaymentsandwouldgive themno right at all to paymentsintendedfor
others.
An assignmentordergivesthejudgmentcreditorpriority overothersubsequent
assigneesof the samerightswhenthecreditorgivesthoseassigneespropernotice.
(Civ.Code§ 955.1.)But that is only truewhenit is thejudgmentdebtor'srightsthat
havebeenassigned.Sincethecourthasnoauthorityoverrightsof thedebtor'sother
creditors,it maynot subordinatethoserightsto thoseof thejudgmentcreditor.
Of course,impairingtherightsof appellants'creditorsimpactedappellantsas
well. By orderingappellantsnotto paytheirbills andto insteadsendthepaymentsto
respondents,thetrial courtorderedall tenof themto breachtheirexistingcontracts
and,for all practicalpurposes,to stopdoingbusinessuntil thejudgmentwaspaidin
full.
57

E. The Court Had No Authority to Subject Appellants to the
Restraining Orders, Which Respondents Had Sought Only as to Mr.
Gaggero.
The assignment motions also asked the trial court for a restraining order
forbidding "the judgment debtor" - singular- from "assigning or otherwise disposing
of the right to payment sought to be assigned upon a showing of need." This part of
the motions referred only to Gaggero and not to appellants, invoking "Gaggero's use
of an asset protection scheme", "Gaggero's transfer of all assets", and "Gaggero's
tactics" [twice] as reasons to restrain his actions. (CT1 39:9-24, CT4 774: 17-775:4.)
Even so, the orders imposed these restraints both on Mr. Gaggero and on appellants.
(CT5 924-931; CT6 1207-1214.)
"A notice of motion must state in the opening paragraph the nature of the order
being sought and the grounds for issuance of the order." (Cal. Rules of Court, Rule
3.1110, subd. (a).) A court has no authority to grant more relief than a motion asks
for. Hernandez v. Nat. Dairy Products Co. (1954) 126 Cal.App.2d 490, 493.) But the
notices of respondents' motions said nothing about restraining orders even as to
Gaggero, let alone as to appellants. (CT1 29-30, CT4 764-765.)
"A notice of motion must state the grounds of the motion and the papers on
which it is to be based." (Haldane v. Haldane (1963) 210 Cal.App.2d 587, 593.) It
does not have to state the grounds "with minute particularity" (Lencioni v. Dan (1954)
128 Cal.App.2d 105, 108), but it does have to state them. Where the terms of a notice
are ambiguous, the ambiguity must be resolved against the moving party. (Carpentier
v. Thurston (1866) 30 Cal. 123, 125.) And to the extent a notice does not alert the
other parties to the nature of the order being sought, the motion is not properly before
the court and may not be granted. (Harris v. Board of Education (1957) 152
Cal.App.2d 677,680.) Respondents' notices did not say they were seeking restraining
58

orders at all, let alone state any of the grounds for such orders. Even the bodies of the
motions asked the court to restrain only Gaggero's rights and not appellants. The
restraints on appellants exceeded the court's jurisdiction and are void.
//
//
59

CONCLUSION
The September 13 orders violated this court's August 6 stay order and were
issued without giving appellants notice or an opportunity to be heard. The court had
pre-judged appellants' position before they could oppose the October 3 orders. Both
sets of orders were issued by a judge who was biased against appellants, based upon
active misrepresentations by respondents. None of the orders was remotely justified
by anything appellants had either done or failed to do. And the terms of all l'bur of the
challenged orders went far beyond anything that could have been remotely justifiable.
And none of the orders can stand if appellants win either of their prior appeals.
For all these reasons, Appellants Pacific Coast Management, Inc. 51 l OFW
L.P., Gingerbread Court L.P., Malibu Broadbeach, L.P., Marina Glencoe L.P., Blu
House L.L.C., Boardwalk Sunset L.L.C., and Joseph Praske as Trustee of the Giganin
Trust, the Arenzano Trust, and the Aquasante Foundation respectfully ask this court to
reverse the challenged orders in filll.
Dated: October 21, 2013 Respectfully submitted,
LAW OFFICES OF EDWARD A. HOFFMAN
Edward A. I-Ioffman
Attorneys tbr Appellants Pacific Coast
Management, Inc. 511 OFW L.P., Gingerbread
Court L.P., Malibu Broadbeach, L.P., Marina
Glencoe L.P., Blu House L.L.C., Boardwalk Sunset
L.L.C., Joseph Praske as Trustee for Giganin Trust,
Arenzano Trust, and Aquasante Foundation
6O

CERTIFICATE OF WORD COUNT
(Cal. Rules of Court, rule 8.204(c)(1))
The text of this Brief consists of 18,578 words as counted by the Corel
WordPerfect version 16.0.0.429 (also known as WordPerfect X6) word-processing
software with which it was written.
DATED: October 21, 2013 Respectfully submitted,
Edward A. Hoffman
Law Offices of Edward
Attorney for Appellants Pacific Coast
Management. Inc., 511 OFW L.P.,
Gingerbread Court L.P., Malibu
Broadbeach, L.P., Marina Glencoe L.P., Blu
House L.L.C., Boardwalk Sunset L.L.C.,
Joseph Praske as Trustee for Giganin Trust,
Arenzano Trust, and Aquasante Foundation
61

PROOF OF SERVICE BY MAIL
I, Edward A. Hoffman, declare as follows:
I am over eighteen (18) years of age and not a party to the within action. My
business address is 11755 Wilshire Boulevard, Suite 1250, Los Angeles, California
90025. On October 21,2013, I served the within
on each of the following, by placing a true copy thereof in a sealed envelope with
postage fully prepaid, in the United States mail at Los Angeles, California, addressed
as follows:
Randall A. Miller
Attorney
Miller LLP
515 South Flower Street, Suite 2150
Los Angeles, CA 90071-2201
Clerk of Court - Civil
Los Angeles Superior Court
111 North Hill Street
Los Angeles, CA 90012
Clerk, Department 24
Los Angeles Superior Court
111 North Hill Street
Los Angeles, CA 90012
(Courtesty copy for Delivery to the Hon.
Robert L. Hess)
Office of the Clerk
Supreme Court of Califomia
350 McAIlister Street
San Francisco, CA 94102-3600
(Electronic Service)
David Blake Chatfield
Attorney
Westlake Law Group
2625 Townsgate Rd., Suite 330
Westlake Village, CA 91361
I declare under penalty of perjury that the ibregoing is true and correct and thal
i signed this declaration on October 21, 2013 at Los Angeles, California.
Edward A Hoffman
62

Ca2 db245114 01

More Related Content

What's hot (9)

Viewers also liked (20)

Similar to Ca2 db245114 01 (20)

Recently uploaded (20)

Ca2 db245114 01