Torres v. Saied CA2/5
B336857
| Cal. Ct. App. | Jul 7, 2025Background
- Plaintiff Sandra Torres and her partner Farzad Khalili, who consider themselves husband and wife, owned a commercial property facing foreclosure.
- Khalili, with the help of his cousin Sean Saied, devised a plan to pay off an overdue loan using their funds, routed through multiple LLCs to avoid attention from other personal creditors.
- The LLCs were formed in plaintiff's and Saied's names solely to facilitate these transactions.
- After the loan was resolved and the property preserved, Saied retained a large portion of the remaining funds despite repeated requests to return them.
- Torres sued Saied for breach of fiduciary duty and conversion; Saied countersued with several cross-claims.
- The trial court found for Torres, ruling Saied breached his fiduciary duty and converted her funds, awarding damages and rejecting all of Saied's defenses and cross-claims.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence of Fiduciary Duty | Saied agreed to act as agent/fiduciary for Torres | No principal-agent relationship with Torres | Fiduciary duty existed due to agency relationship |
| Breach of Fiduciary Duty | Saied refused to return funds held for Torres | Saied entitled to keep funds as part of joint venture | Saied breached fiduciary duty by withholding funds |
| Plaintiff’s Standing to Sue | Funds were Torres’s due to Khalili’s gift | LLCs—not Torres—transacted; Torres lacked standing | Torres had standing; LLCs were tools, not principals |
| Unclean Hands Doctrine | No misconduct against Saied; request for equitable relief | Planned transactions hid assets from creditors; bars relief | Doctrine not applicable; no inequitable conduct towards Saied |
Key Cases Cited
- Oasis West Realty, LLC v. Goldman, 51 Cal.4th 811 (Cal. 2011) (sets elements for breach of fiduciary duty)
- City of Hope Nat'l Med. Ctr. v. Genentech, Inc., 43 Cal.4th 375 (Cal. 2008) (defines fiduciary relationships and duties)
- Engalla v. Permanente Med. Grp., Inc., 15 Cal.4th 951 (Cal. 1997) (agent becomes fiduciary to principal)
- Brown v. Grimes, 192 Cal.App.4th 265 (Cal. Ct. App. 2011) (unclean hands doctrine requires inequitable conduct toward defendant)