Filed 5/14/21 Williams v. Petrosian CA2/7

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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION SEVEN

WILBUR WILLIAMS, JR., et al.,

Plaintiffs and Appellants,

v.

SEVANA PETROSIAN et al.,

Defendants and 

Respondents.

 B307439

 (Los Angeles County

 Super. Ct. No. 20STCV14137)

APPEAL from an order of the Superior Court of 

Los Angeles County, Barbara M. Scheper, Judge. Affirmed.

Nick A. Alden for Plaintiffs and Appellants.

Buchalter, Robert Collings Little and Michael B. Fisher for

Defendants and Respondents.

__________________________
2

Wilbur Williams, Jr., M.D., and his professional corporation 

Wilbur Williams, M.D., Inc. (the Group; collectively, the Williams 

plaintiffs) appeal from an order denying their motion for a 

preliminary injunction. Williams practiced laser hair removal at 

10 medical spas operated by Petrosian Esthetic Enterprises, LLC 

(Petrosian Esthetic) and its managing member Sevana Petrosian. 

After the parties terminated their relationship, the Williams 

plaintiffs filed this action for embezzlement, breach of contract, 

and related claims against Petrosian, Petrosian Esthetic, and 

Petrosian’s business partner Salina Ranjbar (collectively, the 

Petrosian defendants). The Williams plaintiffs then filed a 

motion for a preliminary injunction, seeking to enjoin Petrosian

from denying Williams access to the medical spas; to compel 

Petrosian to transfer the spas’ leases, telephone lines, and 

website to the Group; and to require Petrosian to return 

$2.2 million allegedly embezzled from the Group’s bank accounts. 

On appeal, the Williams plaintiffs contend the trial court erred in 

denying a preliminary injunction, arguing the trial court abused 

its discretion in finding neither irreparable harm nor a likelihood 

of success on the merits. We affirm.

FACTUAL AND PROCEDURAL BACKGROUND

A. The Management Agreements and Operation of the 

Sev Laser Medical Spas1

Williams is a vascular surgeon and sole shareholder of the 

Group. Williams was 83 years old when this action was filed. 

1 The background facts are taken from the declarations and 

exhibits submitted by the parties in connection with the Williams
3

Petrosian has been in the business of laser hair removal and 

aesthetic skincare since 2010, and in 2013 she formed Petrosian 

Esthetic and became its managing member. Prior to her dealings

with Williams, Petrosian operated two laser hair removal medical 

spas (med-spas) in West Hollywood and Glendale under the 

business name “SEV Laser,” which Petrosian registered as a 

trademark in 2012. Petrosian registered the website

www.sevlaser.com in September 2013, and she obtained phone 

numbers for the Glendale and West Hollywood med-spas before 

April 2014. Because laser hair removal is a medical procedure 

subject to California regulations that require a medical practice 

to be directed by a licensed physician, Petrosian initially 

affiliated with Kenneth Thomas, M.D. to provide medical services 

at the med-spas.

On April 12, 2014 Petrosian Esthetic and the Group

executed a management services agreement (management 

agreement) for the Group to control “the practice of medicine and 

all decisions related to the practice of medicine” (the “Practice”) 

at the Glendale and West Hollywood med-spas, and for Petrosian 

Esthetic to provide facilities and non-medical management 

services to the Group.

Petrosian Esthetic would be the “sole and exclusive 

provider of all non-medical business management, information 

management, clinical support and personnel, equipment and 

supplies as are reasonably necessary for the day-to-day 

administration, operation and non-medical management of the 

[p]ractice.” The management agreement provided, “[Petrosian 

plaintiffs’ motion for preliminary injunction. We note where the 

facts are in dispute.
4

Esthetic] shall provide and maintain all furnishings, fixtures and 

equipment used in the Practice, including but not limited to the 

lasers used in the Practice.” Further, “[Petrosian Esthetic] has 

the legal right to occupy the space occupied by the Practice . . . 

and grants to [the Group] the right to use the Premises for the 

Practice for as long as this Agreement remains in effect (the 

‘Sublease’).”

Petrosian Esthetic was also responsible for all collections, 

banking, bookkeeping, and accounting. Under the management 

agreement, Petrosian Esthetic would collect “all payments for 

services rendered by the Practice” and deposit them into a “Group 

Operating Account” belonging to the Group. Petrosian Esthetic 

was authorized “[t]o sign checks, drafts, bank notes or other 

instruments on behalf of the Group, and to make withdrawals 

from the Group Operating Account for payment specified in [the]

Agreement”; however, Petrosian was required “[t]o transfer, no 

less frequently than monthly, amounts remaining in the Group

Operating Account after payment of all items required to be paid 

hereunder . . . to a separate account . . . over which [Petrosian 

Esthetic] has no authority.”

In consideration of its services under the management 

agreement, Petrosian Esthetic was entitled to receive “its actual 

out-of-pocket costs in providing its services, plus an amount equal 

to 15% of such amount . . . .” The agreement included an 

acknowledgment that Petrosian Esthetic “may operate an 

aesthetic skincare business at the premises also occupied by 

Group hereunder,” but “any costs attributable to [Petrosian 

Esthetic’s] own business shall not be included in the costs used to 

determine the Management Fee, which costs shall be limited to 
5

the costs of providing administrative services for the Group’s 

Practice.”

In 2017 and 2018 Petrosian opened eight additional medspas in California. For each new location, a separate limited 

liability company was formed as the owner and management 

company for that location, and each company then contracted 

with the Group to provide medical services and subcontracted 

with Petrosian Esthetic to provide management services to the 

Group. Each of the management agreements for the new 

locations contained the same material terms as the parties’ initial

management agreement. Williams was not a member of and did 

not invest in the new location management companies.

B. Termination of the Management Agreements

In January 2019 Williams received a 2018 Internal 

Revenue Service form 1099-K (form 1099-K) from Vantiv 

ECommerce, LLC (Vantiv), a merchant services company that 

processed credit card payments for the Group. The form 

indicated the Group received credit card income of $1.3 million in 

2018,

2 but, according to Williams, he only received $145,000 that 

year, which Petrosian represented was the Group’s net profit 

after payment of expenses and management fees. Williams 

testified he began to have difficulties with Petrosian when she

refused to give his accountant Leila Aquino the financial records 

that Aquino needed to prepare the Group’s 2018 profit and loss 

statement and Internal Revenue Service W-2 forms for its 

employees. Williams’s relationship with Petrosian reached a 

2 For simplicity, we have rounded the million-dollar 

amounts.
6

“boiling point” in January 2020 when he received Vantiv’s 2019 

form 1099-K showing credit card income of $7.5 million in 2019, 

although he received only $155,000 as the Group’s purported net 

profit.

On February 17, 2020 Williams, accompanied by his wife,

son, Aquino, and attorney Nick Alden, met with Petrosian,

Ranjbar, and Petrosian Esthetic’s attorney to discuss Williams’s

contention he had not received all the profits to which he was 

entitled under the management agreements. Ranjbar asserted 

Williams had been paid everything he was owed. On March 13, 

2020 the parties met again and mutually agreed to terminate the 

management agreements after the close of business on April 30,

2020.

C. The Complaint and Motion for Preliminary Injunction 

The Williams plaintiffs filed this action on April 13, 2020. 

In the operative first amended complaint, they asserted 10 causes 

of action against the Petrosian defendants and the management 

companies for the eight additional med-spa locations: 

(1) declaratory relief; (2) request for accounting; (3) breach of 

contract; (4) breach of the covenant of good faith and fair dealing; 

(5) breach of fiduciary duties; (6) fraud; (7) embezzlement; 

(8) conversion; (9) violation of Business and Professions Code 

section 17200 et seq.; and (10) elder abuse. The Williams 

plaintiffs alleged the Petrosian defendants withdrew millions of 

dollars of the Group’s income from the Group operating accounts 

from 2017 until the first quarter of 2020 and transferred the 

funds into the Petrosian defendants’ personal accounts and used 

the Group’s funds for their own benefit. The Williams plaintiffs

also alleged the Petrosian defendants breached the management 
7

agreements by failing, prior to 2018, to deposit income from the 

med-spas into the Group’s operating accounts.

On April 23, 2020 the Williams plaintiffs filed an ex parte 

application for a temporary restraining order and order to show 

cause for a preliminary injunction, which the superior court3

heard and denied the next day. On April 30 they filed another

ex parte application seeking the same relief, which the superior 

court denied on May 1 without prejudice due to their filing a 

motion for a preliminary injunction in the assigned trial court.

4

On June 11, 2020 the Williams plaintiffs filed a motion for 

a preliminary injunction. They argued that from 2017 through 

March 30, 2020, the Petrosian defendants embezzled more than 

$10 million from the Group. They also asserted the Petrosian

defendants breached the management agreements by depositing 

the Group’s income into the Petrosian Esthetic bank account in 

2017; charging the Group for all furnishings, fixtures, equipment,

and lasers used in the practice; and claiming ownership of the 

clinics’ leases, telephone lines, and website after termination of 

the management agreements. The Williams plaintiffs sought an 

injunction prohibiting the Petrosian defendants from denying 

Williams and his employees and patients access to the 10 med3 Judge Mitchell Beckloff heard and ruled on the Williams

plaintiffs’ two ex parte applications for a temporary restraining 

order.

4 Williams appealed from the order denying his second 

application for a temporary restraining order; however, we 

dismissed his appeal as moot in light of the trial court’s 

subsequent ruling on his motion for a preliminary injunction. 

(Williams v. Petrosian Esthetic Enterprise, LLC (Sept. 11, 2020, 

B305926).)
8

spa locations in California; ordering the Petrosian defendants to 

redeposit into the Group operating account all funds withdrawn

between January 1 and March 31, 2020 (estimated at 

$2.2 million); ordering the Petrosian defendants to transfer all 

leases, telephone lines, and the website “sevlaser” to the Group; 

and ordering the Petrosian defendants to provide Williams all 

patient and employee files.

1. The Williams plaintiffs’ evidence

The Williams plaintiffs submitted declarations from

Williams, Aquino, and Alden.

5 Aquino declared she received a 

copy of the 1099-K forms sent to Williams that showed credit 

card income of $1.3 million in 2018 and $7.5 million in 2019, but 

Williams received only $155,000 in profits in 2019. Aquino asked 

the Petrosian defendants to send her their financial records so 

she could prepare the Group’s profit and loss statements and 

issue W-2 forms to the Group’s employees, but Petrosian’s

accountant did not provide the information. Consequently, the 

Group was unable to file tax returns for 2018 and 2019.

After Williams severed his relationship with the Petrosian 

defendants in April 2020, Aquino received Petrosian Esthetic’s 

bank account statements for the period from September 2014 

through December 31, 2017. The statements revealed that 

during those years Petrosian used Petrosian Esthetic’s bank

account, rather than a Group operating account, “to deposit the 

income of the Group and pay the bills.” Petrosian Esthetic’s bank 

statements also revealed that in 2017, the Glendale med-spa

5 Alden’s testimony is cumulative of Aquino’s and Williams’s 

testimony, other than Alden’s assertion of general legal 

conclusions.
9

location earned income in excess of $1.2 million, but the Group

received only $24,000 as net profit from that location after 

payment of expenses and management fees.

Aquino also averred based on her review of the Group’s 

bank statements that the Group received gross income of 

$3.1 million in 2018;

6 Petrosian withdrew $2.6 million; and 

Williams was paid $145,000 in net profits. In 2019 the Group

received gross income of $10 million; $3.7 million went to pay 

expenses; the Petrosian defendants withdrew $6 million; and 

Williams received $155,000 in profits. In the first three months 

of 2020, the Group’s income was $3.1 million; $875,534 went to 

pay expenses; the Petrosian defendants withdrew $2.2 million

(including $728,000 in cash); and Williams received $55,000 in 

profits. Aquino testified, “Based on my calculations, over the last 

six (6) years, [d]efendants . . . withdrew more than $10 million 

from the Group’s bank accounts.” Aquino testified, without 

elaboration, “I also found that the equipment of the clinics was 

leased by the Group and paid for from the Group’s bank accounts, 

in contradiction of the terms of the [management agreement].”

In his declaration, Williams explained that for the first four 

years of the parties’ business relationship the Petrosian 

defendants deposited the Group’s income into Petrosian 

Esthetic’s bank account and used the account to pay expenses,

and the Group did not receive any tax forms. Williams accepted

the profits distributed to him and “had no idea about the finances 

6 Aquino stated the company used two credit card processing 

companies, but one did not transmit a form 1099-K to 

Dr. Williams, which explained the discrepancy between Aquino’s 

income calculation of $3.3 million and the $1.3 million shown on 

the Vantiv form 1099-K.
10

of the Group.” Williams received Petrosian Esthetic’s 2017 bank 

statements for the first time on March 30, 2020 after Alden

requested them from Petrosian’s attorney. It was only after the 

parties terminated their relationship that Williams asked Aquino 

to download the Group bank account statements for 2018 through 

2020, at which point he finally understood “the full extent of the 

fraud perpetrated by [the Petrosian defendants].”

Williams averred Petrosian had never claimed to own the 

med-spas until February 2020, when she pressured him to retire 

because of his age. Further, it would have been unlawful for 

Petrosian to own the practice due to state regulations requiring a 

medical practice to be physician-owned and controlled. Williams 

claimed the Group paid the expenses of acquiring the leases, 

rent, telephone service, and website, but the Petrosian 

defendants claimed ownership of them after termination of the 

management agreements.

2. The Petrosian defendants’ evidence

The Petrosian defendants relied on a declaration from 

Petrosian. She admitted that prior to 2018, Petrosian Esthetic 

and the management companies for the other med-spa locations

“incorrectly deposited the revenue of the locations directly into 

the management company accounts and paid the expenses of the 

business, including the [Group’s] expenses, from those accounts.” 

However, because deposits into Petrosian Esthetic’s bank account 

included revenues from facilities and businesses unrelated to the 

Group, “Dr. Williams, or his accountant, would not be able to 

segregate and calculate revenue, expenses and profits for just the 

Sev Laser med-spas subject to the Management Service 
11

Agreements with him by reviewing only the Petrosian 

Esthetic . . . bank account statements.”

Petrosian declared that since 2018, all collections for laser 

hair removal services from the med-spas had been deposited into 

a Group operating account for each location, as provided in the 

management agreements. Williams opened the accounts in the 

name of the Group and had unrestricted access to the accounts. 

Before the middle of 2019, Williams never requested an 

accounting or to review the management companies’ books and 

records. The management companies maintained records of all 

expenses incurred at each facility and utilized an outside 

accounting firm to prepare a profit and loss statement for each

management company.

Neither Petrosian nor anyone at Petrosian Esthetic made 

cash withdrawals from the Group operating accounts. Rather, 

“[t]he money withdrawn from the [Group] accounts was used to 

pay expenses and to reimburse the applicable management 

company for expenses that it paid pursuant to its management 

obligations” under the management agreements, including 

payment for all non-medical personnel, facilities costs, furniture, 

fixtures, quality assurance, marketing, bookkeeping, and legal 

services, as well as use of the Sev Laser name. With respect to 

the $2.2 million allegedly embezzled from the Group operating 

accounts in January through March 2020, the funds “were used 

to pay the expenses of the business, including compensation of 

Williams’s nurses and nurse practitioners (approximately 

80 persons), the professional corporation’s malpractice insurance, 

the non-professional expenses of the business, as described in the

management agreements, and the management fees.”
12

Petrosian averred that after the parties agreed to 

terminate the management agreements, but before the April 30 

termination date, all of the California Sev Laser med-spas were 

closed in response to government stay-at-home orders related to 

the COVID-19 pandemic. Effective May 1, 2020, Petrosian 

entered into new management agreements with a professional 

corporation owned by another licensed physician, and pursuant 

to those agreements, the new professional corporation occupied

the space at the med-spa locations formerly used by Williams. As 

of June 1, 2020, all of the California med-spa locations reopened, 

and the new professional corporation hired all the employees 

formerly employed by the Williams plaintiffs at those locations.

Petrosian added, “If [d]efendants were to turn over to 

Dr. Williams the leases and occupancy of the Sev Laser med-spas, 

along with their phone numbers, website and domain name, 

[d]efendants would be damaged in the amount of $13,078,000 

based upon approximate monthly gross income of the Sev Laser 

med-spas in California of $900,000 for 12 months, plus the 

$2.278 million paid in expenses and fees that [Williams] requests 

to be redeposited in his account.”

D. The Trial Court Order Denying the Motion for Preliminary 

Injunction

After a hearing on August 18, 2020, the trial court7 denied 

the motion for a preliminary injunction, finding the Williams 

plaintiffs failed to show an inadequate remedy at law and that 

they would suffer irreparable harm absent an injunction. The 

court concluded all of the Williams plaintiffs’ claims could be 

7 Judge Barbara M. Scheper.
13

compensated by an award of damages, and they did not 

demonstrate Petrosian would be unable to pay a judgment should 

they prevail. Further, the Williams plaintiffs failed to show a 

likelihood of prevailing on the merits because pursuant to the 

management agreements, Petrosian Esthetic and the affiliated 

management companies owned and operated all the non-medical 

aspects of the business, and the Williams plaintiffs had “not met 

their burden of showing that the Sev Laser med-spas are owned 

by [them], or that [they] have any legal claims to the property in 

therein.” Rather, the evidence showed the spas were owned by 

the investors in the limited liability companies formed to own and 

operate each facility.8

The court also found the Williams plaintiffs did not meet 

their “burden to show that [d]efendants misappropriated any 

funds or made withdrawals for any purpose other than to pay 

legitimate management expenses and fees as provided under the 

Agreements.” Aquino’s declaration relied on “vague statements 

and almost no foundation to show how she calculated the amount 

that [d]efendants purportedly embezzled,” and her declaration 

and the bank records did not show the withdrawals were 

improper and were not made to pay allowable expenses.

Finally, the trial court found the Williams plaintiffs failed 

to show the balance of harms weighed in their favor because 

Williams voluntarily agreed to terminate the management 

agreements as of April 30, 2020, and thus, the status quo was 

8 The trial court found the Williams plaintiffs had shown 

Williams was entitled to receive patient charts and medical 

records under the management agreements. However, the court 

found Petrosian offered to deliver the medical records to Williams 

but received no response. 
14

Petrosian’s operation of the med-spas with another physician, 

and Petrosian testified she would be damaged by an injunction in 

an amount exceeding $13 million. The court concluded, “To 

suddenly be forced to turn over all leases, property, and 

trademarks, would clearly cause severe harm to [Petrosian].”

The Williams plaintiffs timely appealed.

DISCUSSION

A. Applicable Law and Standard of Review

“As its name suggests, a preliminary injunction is an order 

that is sought by a plaintiff prior to a full adjudication of the 

merits of its claim. [Citation.] To obtain a preliminary 

injunction, a plaintiff ordinarily is required to present evidence of 

the irreparable injury or interim harm that it will suffer if an 

injunction is not issued pending an adjudication of the merits.” 

(White v. Davis (2003) 30 Cal.4th 528, 554 (italics omitted); 

accord, Amgen Inc. v. California Correctional Health Care 

Services (2020) 47 Cal.App.5th 716, 731.) “Trial courts ‘“evaluate 

two interrelated factors when deciding whether or not to issue a 

preliminary injunction. The first is the likelihood that the 

plaintiff will prevail on the merits at trial. The second is the 

interim harm that the plaintiff is likely to sustain if the 

injunction were denied as compared to the harm that the 

defendant is likely to suffer if the preliminary injunction were 

issued.”’” (Amgen, at p. 731; accord, ITV Gurney Holding Inc. v. 

Gurney (2017) 18 Cal.App.5th 22, 28-29.)

“‘“The trial court’s determination must be guided by a ‘mix’ 

of the potential-merit and interim-harm factors; the greater the 

plaintiff’s showing on one, the less must be shown on the other to 
15

support an injunction.”’” (Jamison v. Department of 

Transportation (2016) 4 Cal.App.5th 356, 361-362.) Nonetheless, 

a plaintiff must generally make a prima facie showing of 

irreparable harm to obtain a preliminary injunction. (Costa Mesa 

City Employees Assn. v. City of Costa Mesa (2012) 

209 Cal.App.4th 298, 305 [plaintiff must “‘present evidence of the 

irreparable injury or interim harm that it will suffer if an 

injunction is not issued pending an adjudication of the merits’”]; 

Choice-in-Education League v. Los Angeles Unified School Dist. 

(1993) 17 Cal.App.4th 415, 422 [for the trial court to exercise its 

discretion to issue a preliminary injunction, “‘[t]he applicant 

must demonstrate a real threat of immediate and irreparable 

injury [citations] due to the inadequacy of legal remedies’”]; see 

Intel Corp. v. Hamidi (2003) 30 Cal.4th 1342, 1352 [“[T]he 

plaintiff must ordinarily show that the defendant’s wrongful acts 

threaten to cause irreparable injuries, ones that cannot be 

adequately compensated in damages.”]; see Code Civ. Proc., 

§ 526, subd. (a) [an injunction may be granted in specified 

circumstances, including “(2) When it appears by the complaint 

or affidavits that the commission or continuance of some act 

during the litigation would produce waste, or great or irreparable 

injury, to a party to the action” and “(4) When pecuniary 

compensation would not afford adequate relief”].)

We review a trial court’s ruling on a motion for a 

preliminary injunction for an abuse of discretion. (Amgen Inc. v. 

California Correctional Health Care Services, supra, 

47 Cal.App.5th at p. 731; Whyte v. Schlage Lock Co. (2002) 

101 Cal.App.4th 1443, 1449-1450.) “‘A trial court will be found to 

have abused its discretion only when it has “‘exceeded the bounds 

of reason or contravened the uncontradicted evidence.’”’” (SB 
16

Liberty, LLC v. Isla Verde Assn., Inc. (2013) 217 Cal.App.4th 272, 

281.) In reviewing the grant or denial of a preliminary 

injunction, we do not “resolve conflicts in the evidence, reweigh 

the evidence, or assess the credibility of witnesses.” (Whyte, at 

p. 1450.) “The burden rests with the party challenging a trial 

court’s decision to grant or deny a preliminary injunction to make 

a clear showing of an abuse of discretion.” (SB Liberty, LLC, at 

pp. 280-281.)

“An order denying an application for a preliminary 

injunction may be reversed only if the trial court abused its 

discretion with respect to both the question of success on the 

merits and the question of irreparable harm.” (Marken v. Santa 

Monica-Malibu Unified School Dist. (2012) 202 Cal.App.4th 1250, 

1260 (italics added); accord, Cohen v. Board of Supervisors (1985) 

40 Cal.3d 277, 286-287.) Moreover, where “‘“the preliminary 

injunction mandates an affirmative act that changes the status 

quo, we scrutinize it even more closely for abuse of discretion. 

‘The judicial resistance to injunctive relief increases when the 

attempt is made to compel the doing of affirmative acts. A 

preliminary mandatory injunction is rarely granted, and is 

subject to stricter review on appeal.”’” (People ex rel. Herrera v. 

Stender (2012) 212 Cal.App.4th 614, 630; accord, Shoemaker v. 

County of Los Angeles (1995) 37 Cal.App.4th 618, 625.)

B. The Trial Court Did Not Abuse Its Discretion in Denying 

the Motion for a Preliminary Injunction

The Williams plaintiffs contend they demonstrated both 

irreparable harm and a likelihood of success on the merits and 

were therefore entitled to an order compelling the Petrosian 

defendants to return $2.2 million withdrawn from the Group 
17

operating accounts in 2020 and to transfer the Sev Laser leases, 

telephone lines, and Sev Laser website to the Group.9 The trial 

court did not abuse its discretion.

1. The Williams plaintiffs did not show irreparable 

harm

“[I]f the plaintiff may be fully compensated by the payment 

of damages in the event he prevails, then preliminary injunctive 

relief should be denied.” (Tahoe Keys Property Owners’ Assn. v. 

State Water Resources Control Bd. (1994) 23 Cal.App.4th 1459, 

1471; accord, Pacific Decision Sciences Corp. v. Superior Court

(2004) 121 Cal.App.4th 1100, 1110 [“before a court may issue a 

nonstatutory injunction . . . it must appear that monetary relief 

would not afford adequate relief”].) The Williams plaintiffs seek 

an order to recover $2.2 million they allege the Petrosian 

defendants embezzled from the Group operating accounts. This 

is precisely the type of recovery for which they have an adequate 

remedy at law—payment of damages. The Williams plaintiffs did 

not present any evidence the Petrosian defendants would not be 

able to pay a $2.2 million judgment if the Williams plaintiffs were 

9 In their reply brief, the Williams plaintiffs contend the 

Petrosian defendants fraudulently induced Williams to enter into 

the management agreement by, among other things, falsely 

telling Williams that Petrosian Esthetic’s attorney also 

represented Williams in the transaction; and the management 

agreement is void and procedurally and substantively 

unconscionable. However, the Williams plaintiffs did not raise 

these arguments in their opening brief, and they are forfeited. 

(See People v. Duff (2014) 58 Cal.4th 527, 550, fn. 9 [“the claim is 

omitted from the opening brief and thus waived”]; Aptos Council 

v. County of Santa Cruz (2017) 10 Cal.App.5th 266, 296, fn. 7.)
18

to prevail at trial. Instead, the Williams plaintiffs argue 

monetary relief is not sufficient because by denying relief, “the 

trial court in effect allowed [Petrosian] . . . to take over 

Dr. Williams’ Practice, equipment, patients and employees. At 

his age, Dr. Williams, an 83-year-old man, cannot do a repeat 

performance. . . . Dr. Williams does not want money. He wants 

his Practice.” This argument rests on a faulty premise—that the 

Petrosian defendants’ alleged embezzlement denied Williams his 

right to use the med-spa premises, equipment, website, and 

intellectual property. It did not.

Williams admitted in his declaration that he and Petrosian 

“reach[ed] a mutual agreement to terminate the [management] 

agreements on May 1, 2020.” Aquino similarly declared that 

Williams “severed his relationship” with Petrosian. Williams had 

no right under the management agreements to practice medicine 

at the Sev Laser med-spas after termination of the agreements. 

The agreements provided to the contrary, Petrosian Esthetic “has 

the legal right to occupy the space occupied by the Practice . . . 

and grants to [the] Group the right to use the Premises for the 

Practice for as long as this Agreement remains in effect . . . .”

There was also substantial evidence Williams had the right 

after termination of the management agreements to use the 

equipment, phone lines, website, and intellectual property of Sev 

Laser. It was Petrosian that provided the equipment and 

intellectual property under the agreements. The agreements 

stated Petrosian Esthetic “shall provide and maintain all 

furnishings, fixtures and equipment used in the Practice, 

including but not limited to the lasers used in the Practice.” And,

Petrosian Esthetic was the “sole and exclusive provider of all . . . 

information management, . . . equipment and supplies as are 
19

reasonably necessary for the day-to-day administration, 

operation and non-medical management” of the med-spas. 

Further, Petrosian declared and presented documentary evidence 

she created or acquired the Sev Laser telephones, Internet 

address, website, and trademarks prior to her affiliation with 

Williams, and she opened and operated the Sev Laser med-spas 

in West Hollywood and Glendale while affiliated with a different 

physician. The Williams plaintiffs cannot point to any evidence 

they had a right to the equipment and intellectual property after 

termination of the agreement. Williams’s asserted lack of 

knowledge that Petrosian owned the leases to all the clinics, the 

telephone lines, and the website does not constitute evidence he 

had any claim to their use.

By contrast, the Petrosian defendants presented evidence 

they would be seriously harmed if the trial court transferred the 

Sev Laser med-spas to Williams and the Group. By the time of 

the filing of the motion for a preliminary injunction, Petrosian 

had entered a management agreement with a new physician

under which the physician subleased space and operated a 

medical practice, and an injunction would force the med-spas to 

close with an estimated $13 million in foregone revenue per 

year.10 Moreover, because the Petrosian defendants and their 

10 The Williams plaintiffs contend Petrosian is not licensed to 

practice medicine, and without Williams, Sev Laser’s practice 

violates California regulations against the practice of medicine by 

non-licensed physicians. However, Williams and Alden declared

an affiliation similar to that contemplated under the 

management agreements complies with California law. 

Petrosian averred the spas closed before the termination of the 

Group’s affiliation due to the COVID-19 pandemic, and by the 
20

affiliates owned the leases, equipment, and website and 

continued to operate the med-spas, the injunction sought by the 

Williams plaintiffs “‘“‘mandates an affirmative act that changes 

the status quo . . . [which] is rarely granted, and is subject to 

stricter review on appeal.’”’” (People ex rel. Herrera v. Stender, 

supra, 212 Cal.App.4th at p. 630.) Accordingly, the trial court did 

not abuse its discretion in finding Williams failed to establish his 

remedy at law was inadequate and he would suffer irreparable 

harm absent an injunction. (White v. Davis, supra, 30 Cal.4th at 

p. 554.)

2. The Williams plaintiffs did not show a likelihood of 

success on the merits

Even if the Williams plaintiffs had made an adequate 

showing of irreparable harm, the trial court did not abuse its 

discretion in finding they had not met their burden to show a 

likelihood of success on the merits. (Marken v. Santa MonicaMalibu Unified School Dist., supra, 202 Cal.App.4th 1250 at 

p. 1260.)

The Williams plaintiffs contend the Petrosian defendants 

embezzled more than $10 million between 2017 and 2020 by 

withdrawing from the Group’s account (or Petrosian Esthetic’s 

account in 2017) revenue the Group received from its medical 

practice without paying Williams the net income to which he was 

time the spas reopened in June 2020, she had entered into a new 

management agreement with another physician under which the 

new medical group had a right to occupy space at the med-spas 

for its practice. It was the new medical practice that hired 

Williams’s former employees, not Petrosian.
21

entitled.11 In their motion for a preliminary injunction (seeking 

$2.2 million allegedly converted in 2020), the Williams plaintiffs 

relied on Aquino’s testimony setting forth the Petrosian 

defendants’ withdrawals from the Group’s operating account and 

the lesser amount of net income paid to Williams, the Group’s 

2020 bank statements, and nine checks reflecting deposits into 

the Petrosian Esthetic account from the Group’s operating 

account in 2019. Although Aquino opined that based on her 

calculations the Petrosian defendants over a six year period 

“withdrew more than $10 million from the Group’s bank 

accounts,” none of the evidence submitted with the motion shows 

that the withdrawals from the Group’s accounts were used for 

anything other than to pay expenses and management fees as 

provided under the management agreements.

As discussed, the management agreements gave Petrosian 

Esthetic and the related companies the authority to sign checks 

on behalf of the Group “and to make withdrawals from the Group 

Operating Account, for payment specified in [the]

Agreement[s] . . . .” Petrosian Esthetic had the right to collect its 

“actual out-of-pocket costs in providing its services, plus an 

amount equal to 15% of such amount . . . .” The services included 

“all non-medical business management, information 

11 The Williams plaintiffs also claim the Petrosian defendants 

breached the management agreements by failing to deposit the 

Group’s practice revenue into the Group’s operating account prior 

to 2018. Although Petrosian admitted this was true, the 

Petrosian defendants produced the Petrosian Esthetic bank 

statements for 2017, and as we will discuss, the Williams 

plaintiffs did not meet their burden to show the Petrosian 

defendants used the Group’s funds for unauthorized purposes.
22

management, clinical support and personnel, equipment and 

supplies as are reasonably necessary for the day-to-day 

administration, operation and non-medical management of the 

Practice . . . .”

Absent evidence of how the Group’s funds were used by 

Petrosian Esthetic, Aquino’s testimony that the Group’s gross 

operating income was significantly greater than the net income 

paid to Williams is not evidence that any funds were embezzled. 

Aquino stated as to 2019, that the Group’s practice received 

$10.3 million but only $4.7 million went to pay expenses, payroll, 

and equipment leases. But Aquino’s declaration provides no 

foundation or supporting documents to show how Aquino 

calculated the expense amounts. Aquino also avers as to 2020 

that only $875,534 of the Group’s gross income of $3.1 million 

went to pay expenses, payroll, rent, and leases on the equipment. 

Although the Williams plaintiffs submitted the Group’s 2020 

bank statements, the statements do not show how Aquino 

calculated the $875,534 purportedly used to pay expenses.

Contrary to Aquino’s assertion, Petrosian declared that 

“[t]he money withdrawn from the [Group] accounts was used to 

pay expenses and to reimburse the applicable management 

company for expenses that it paid pursuant to its management 

obligations,” including payment for non-medical personnel, 

facilities costs, furniture, fixtures, quality assurance, marketing, 

bookkeeping, and legal services, as well as use of the Sev Laser 

name by the affiliated companies. According to Petrosian, the 

funds withdrawn in 2020 also were used to pay approximately 

80 nurses and nurse practitioners, malpractice insurance, 

management fees, and other expenses. The trial court implicitly 

credited Petrosian’s averments over Aquino’s. In reviewing the 
23

trial court’s order, we “do[] not resolve conflicts in the evidence, 

reweigh the evidence, or assess the credibility of witnesses.” 

(Whyte v. Schlage Lock Co., supra, 101 Cal.App.4th at p. 1450.)

The Williams plaintiffs contend they did not have sufficient 

information to calculate the Group’s expenses and assert that

“only [d]efendants can answer the question, which withdrawals 

were allowable expenses and costs.” Aquino acknowledged she 

lacked information to prepare the Group’s profit and loss 

statements, calculate Williams’s taxable income, and prepare the 

medical staffs’ W-2 Forms. The fact the Williams plaintiffs did 

not have sufficient information about the Group’s expenses does 

not absolve them of their burden in the trial court to demonstrate 

likelihood of success on the merits to obtain preliminary 

injunctive relief,

12 and on appeal “to make a clear showing of an 

abuse of discretion.” (SB Liberty, LLC v. Isla Verde Assn., Inc., 

supra, 217 Cal.App.4th at pp. 280-281.) The Williams plaintiffs 

did not meet their burden.13

12 Aquino declared she asked Petrosian Esthetic in early 2019 

and 2020 to provide a check registry and information about the 

Group’s employees, and at the termination meeting she asked for 

unspecified accounting information, but no additional 

information was provided. The Williams plaintiffs did not 

produce any evidence they pursued their request for financial 

information in discovery before filing the motion for a 

preliminary injunction, and they do not contend the Petrosian 

defendants failed to comply with any discovery requests for the 

information.

13 The Williams plaintiffs request we take judicial notice of 

the articles of organization of Petrosian Esthetic and the location 

management companies; a declaration filed by Petrosian 

Esthetic’s attorney on August 4, 2020 in connection with the 
24

DISPOSITION

The order denying the Williams plaintiffs’ motion for a 

preliminary injunction is affirmed. The Petrosian defendants are 

to recover their costs on appeal.

FEUER, J.

We concur:

PERLUSS, P. J.

SEGAL, J.

Petrosian defendants’ motion to compel arbitration; a declaration 

filed by the attorney on September 22, 2020 (after denial of the 

preliminary injunction) in connection with the Williams 

plaintiffs’ attorney disqualification motion; and a cashier’s check 

Williams purportedly obtained to post a bond in the event the 

trial court granted a preliminary injunction. We deny the 

Williams plaintiffs’ request because even if the documents were 

judicially noticeable (which is questionable as to the cashier’s 

check), they are irrelevant to the appeal. (See Coyne v. City and 

County of San Francisco (2017) 9 Cal.App.5th 1215, 1223, fn. 3 

[denying judicial notice as to documents that were not relevant to 

court’s analysis]; Arce v. Kaiser Foundation Health Plan, Inc.

(2010) 181 Cal.App.4th 471, 482 [“We also may decline to take 

judicial notice of matters that are not relevant to dispositive 

issues on appeal.”].)