Filed 2/27/24 Yuhas v. Gizmo Media CA2/2

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions 

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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION TWO

AMELIA A. YUHAS,

Plaintiff and Respondent,

v.

GIZMO MEDIA, LLC et al.,

Defendants and Appellants.

 B320730

 (Los Angeles County

 Super. Ct. No. 

 19TRCV00169)

APPEAL from a judgment of the Superior Court of 

Los Angeles County. Deirdre H. Hill, Judge. Affirmed.

Law Offices of Kenneth Gaugh and Kenneth Gaugh for 

Defendants and Appellants.

Richardson Ober, Kelly G. Richardson and Jonathan R. 

Davis for Plaintiff and Respondent.

______________________________
2

Appellants Gizmo Media, LLC (Gizmo Media) and 

Nayeem Ahmed Khan (Khan) (collectively appellants) appeal 

from a judgment entered against them and in favor of respondent 

Amelia A. Yuhas (Yuhas). Appellants’ only argument on appeal 

is that insufficient evidence supports the trial court’s finding that 

Khan is the alter ego of Gizmo Media. Finding no error, we 

affirm. 

FACTS AND PROCEDURAL BACKGROUND1

I. The Sale and Subsequent Payment Dispute

Yuhas and her husband owned a mailbox rental, shipping, 

and office supply company called Personal Mailbox, LLC, doing 

business as Lomita Post & Parcel (Personal Mailbox).2 Khan was 

a customer at the store, and asked Yuhas “to let him know first” 

when they were ready to sell the business. 

In 2018, Yuhas decided to sell and began negotiating with 

Khan. Initially, she thought that Khan would buy the business 

as an individual, listing Khan and his wife as the purchasers on 

1 The record on appeal is incomplete, consisting primarily of 

(1) most of the pleadings and related motions filed by both 

parties; (2) the purchase agreement and escrow paperwork; and 

(3) the reporter’s transcripts from the bench trial. It does not 

contain the cross-complaint appellants filed against Yuhas, or 

any of the numerous exhibits submitted at that trial, including 

the parties’ depositions and multiple e-mail and text messages 

sent by the parties and various vendors and/or creditors. Where 

this summary references these documents, it relies on their

characterization by the parties and their counsel at trial. 

2 Prior to the sale at issue in this appeal, all rights to the 

business were assigned solely to Yuhas. Accordingly, Yuhas is 

the sole plaintiff and respondent in this matter.
3

the draft purchase agreement. Khan refused to sign the 

document, telling Yuhas for the first time that “‘we’re not doing it 

under our name. We’re putting it under the LLC.’” The final 

purchase agreement designates Personal Mailbox and Gizmo 

Media as the parties, with Yuhas and Khan as their authorized 

signers.

The parties agreed on a purchase price of $45,000 for 

Personal Mailbox.

3 When Khan had trouble securing a small 

business loan, the parties agreed on a $15,000 down payment. At 

Khan’s suggestion, the remaining $30,000 balance would be paid 

via 20 postdated checks in the amount of $1,500, to be cashed 

monthly by Yuhas. When she asked whether these checks would 

come from Khan or from Gizmo Media, Khan responded 

“‘[w]hichever. Doesn’t matter. It’s the same effect.’” This left 

Yuhas with the impression that she “would be able to count on 

. . . Khan” if any issues arose regarding payment.

In addition to transferring the business and its assets to 

Gizmo Media, Yuhas agreed to provide 40 hours of training to its 

new staff. The purchase agreement also specified that “[t]he sale 

is contingent upon [the] [b]uyer obtaining . . . the assignment . . .

[¶] . . . of [Yuhas’s] existing lease” for, among other things, an 

industrial copy machine (the copier).

Yuhas allowed appellants to take over management of 

Personal Mailbox on July 24, 2018, the day before escrow was set 

to close on the sale of the business. She later learned that they

had not yet paid the $15,000 down payment, delaying the close of 

escrow.

3 Khan also bought the building in which Personal Mailbox 

was located. That sale is not disputed.
4

For nearly four weeks, appellants operated Personal 

Mailbox without making any attempt to either pay the down 

payment or share any revenue with Yuhas. For several days, 

appellants used her employees for free labor. Pursuant to the 

purchase agreement, Yuhas would send her employees to the 

store to train appellants’ staff, and, finding no one there, the 

employees would operate the business by themselves all day. 

Khan refused to pay them for their work, telling them to take 

their wage complaints to Yuhas. When they did, she paid them a 

total of $591.50.

In or around this period, Yuhas discovered that United 

Parcel Service (UPS) mistakenly delivered commission payments

in the amount of $848 to appellants, even though the money was

earned while Yuhas owned the business. UPS directed Khan to 

return the check to Yuhas, but he refused. Another dispute arose 

from appellants’ failure to take over the lease on the copier.

When the lessor attempted to collect past due payments from 

Yuhas, she paid a settlement of $850 to close out the lease.

On August 12, 2018, Yuhas told Khan that unless he paid 

the $15,000 down payment, she would seek legal advice.

Appellants tendered the money nine days later. Escrow on the 

business closed on or around August 22, 2018.

In September 2018, Yuhas deposited the first postdated 

check without incident. The following month, the second 

postdated check bounced. Upon being informed that Yuhas was 

unable to cash the second check, appellants told her that they

had stopped payment on all 19 outstanding checks, and 

threatened to sue for Yuhas’s alleged failure to satisfy her 

obligations under the purchase agreement.
5

II. The Pleadings

In February 2019, Yuhas sued appellants for breach of 

contract. According to the operative third amended complaint 

(TAC), appellants breached the purchase agreement by, inter 

alia, stopping payment on the postdated checks. Yuhas also 

alleged that “Khan conducted himself and represented himself as 

identical to [Gizmo Media], and acted at all times as if he and 

[Gizmo Media] were one and the same[.]” Appellants entered a

general denial.

In August 2020, appellants filed a cross-complaint against 

Personal Mailbox for breach of contract. They voluntarily 

dismissed the cross-complaint one year later.

III. The Trial

In February 2022, the matter proceeded to a bench trial. In 

addition to numerous exhibits, the parties presented testimony 

from Yuhas, Khan, and two of Yuhas’s former employees.

At several points during the trial, Khan contradicted his 

prior deposition testimony. He denied that he had insisted on an 

installment plan via postdated checks “because Gizmo Media had 

no revenue and no assets”; that “Gizmo Media had no payroll”; 

that “Gizmo Media . . . is run by family members of [his] who 

work for free”; and that “the way [he] run[s] [Gizmo Media] is 

that if there’s any money in the business to take out, [he] and 

[his] brother just take [it] out.”

But at his deposition, Khan testified that he had “requested 

the installment payments because Gizmo Media . . . had no assets 

or revenue at that point[,]”; that he could not remember the last 

time the company “had a paid employee on its payroll”; that his 

family members worked at the business for free; and that “if 
6

there were any” profits from the business, he “would be sharing 

as much as possible” with his brother and father. 

Khan also testified that Yuhas agreed to “take care of” the 

lease on the copier “during the sale process.” Despite an e-mail 

from the leasing agent approving Khan’s application to transfer 

the lease to Gizmo Media, he repeatedly insisted that appellants

never agreed to assume the lease on the copier.

4

IV. The Judgment and Appeal

On March 18, 2022, the trial court awarded judgment to 

Yuhas in the amount of $36,251.50, plus prejudgment interest, 

attorney fees and costs. The court found that Khan was 

personally liable for the award as Gizmo Media’s alter ego, and 

that appellants “ha[d] not shown that performance under the 

contract was excused by any material breaches of [Yuhas].”

The parties stipulated to immediate entry of judgment, 

without a statement of decision. Appellants timely appealed.

DISCUSSION

On appeal, appellants only contest the trial court’s finding 

that Khan is personally liable as an alter ego of Gizmo Media.

I. Applicable Law

“Under the alter ego doctrine, . . . when the corporate form 

is used to perpetrate a fraud, circumvent a statute, or accomplish 

some other wrongful or inequitable purpose, the courts will 

ignore the corporate entity and deem the corporation’s acts to be 

those of the persons . . . actually controlling the corporation, in 

most instances the equitable owners.” (Sonora Diamond Corp. v. 

Superior Court (2000) 83 Cal.App.4th 523, 538 (Sonora 

4 Yuhas testified that the assignment failed because 

although appellants “sent the application, . . . [they] did not sign 

the contract” required to finalize the assignment.
7

Diamond).) “[W]hile the doctrine does not depend on the 

presence of actual fraud, it is designed to prevent what would be 

fraud or injustice, if accomplished. Accordingly, bad faith in one 

form or another is an underlying consideration and will be found 

. . . in those cases wherein the trial court was justified in 

disregarding the corporate entity.” (Associated Vendors, Inc. v. 

Oakland Meat Co. (1962) 210 Cal.App.2d 825, 838 (Associated 

Vendors).)

There is “no litmus test to determine when the corporate 

veil will be pierced; rather the result will depend on the 

circumstances of each particular case.” (Mesler v. Bragg 

Management Co. (1985) 39 Cal.3d 290, 300 (Mesler).) There are 

“two general requirements: ‘(1) that there be such unity of 

interest and ownership that the separate personalities of the 

corporation and the individual no longer exist and (2) that, if the 

acts are treated as those of the corporation alone, an inequitable 

result will follow.’ [Citation.]” (Ibid.)

Courts have identified a wide variety of factors that may be 

considered in applying the alter ego doctrine, including but not 

limited to: “[(1)] the holding out by an individual that he is 

personally liable for the debts of the corporation [citations]; 

. . . [(2)] sole ownership of all of the stock in a corporation by one 

individual or the members of a family [citations]; . . . [(3)] the 

failure to adequately capitalize a corporation; and [(4)] the total 

absence of corporate assets and undercapitalization [citations]

. . . .” (Associated Vendors, supra, 210 Cal.App.2d at pp. 838–840; 

see generally Sonora Diamond, supra, 83 Cal.App.4th at pp. 538–

539; Zoran Corp. v. Chen (2010) 185 Cal.App.4th 799, 811.) “No 

one characteristic governs, but the courts must look at all the 
8

circumstances to determine whether the doctrine should be 

applied.” (Sonora Diamond, supra, at p. 539.) 

“The essence of the alter ego doctrine is that justice be 

done. ‘What the formula comes down to, once shorn of verbiage 

about control, instrumentality, agency, and corporate entity, is 

that liability is imposed to reach an equitable result.’” (Mesler, 

supra, 39 Cal.3d at p. 301.)

II. Standard of Review

The determination of whether a corporation is an alter ego 

of an individual is ordinarily a question of fact for the trial court 

and will not be disturbed if it is supported by substantial 

evidence. (Misik v. D’Arco (2011) 197 Cal.App.4th 1065, 1072; 

Las Palmas Associates v. Las Palmas Center Associates (1991) 

235 Cal.App.3d 1220, 1248.)

“[W]e resolve all conflicts in the relevant evidence ‘against 

. . . appellant[s] and in support of the order.’” (Sonora Diamond, 

supra, 83 Cal.App.4th at p. 535.) “The test ‘is simply whether 

there is substantial evidence in favor of [Yuhas]. If this 

“substantial” evidence is present, no matter how slight it may 

appear in comparison with the contradictory evidence, the 

judgment must be upheld. As a general rule, therefore, we will 

look only at the evidence and reasonable inferences supporting 

the successful party, and disregard the contrary showing.’ 

[Citations.]” (People v. Overstock.Com, Inc. (2017) 12 Cal.App.5th 

1064, 1079.)

III. Analysis

As we noted above, appellants have provided an incomplete 

appellate record. Yuhas argues they thus forfeited their appeal. 

While we agree that “‘appellant[s] ha[ve] the burden of 

affirmatively demonstrating error by providing an adequate 
9

record[]’ [citation]” (Rubio v. CIA Wheel Group (2021) 

63 Cal.App.5th 82, 103), their failure to do so does not merit the 

extreme penalty of forfeiture. It is enough that, “‘[t]o the extent 

the record is incomplete, we construe it against’” appellants. 

(Ibid.) Regardless, even the partial record before us contains 

substantial evidence supporting the trial court’s finding that 

Khan is an alter ego of Gizmo Media. 

A. Unity of Interest

The testimony given at trial demonstrates “‘such unity of 

interest and ownership that the separate personalities of [Gizmo 

Media] and [Khan] no longer exist.’” (Mesler, supra, 39 Cal.3d at 

p. 300.) Yuhas testified that when she attempted to clarify who 

would pay her under the purchase agreement, Khan told her it 

“‘[did]n’t matter’” whether installment payments came from him

or from Gizmo Media, because “‘[w]hichever[]’” entity issued the 

checks, they would have “‘the same effect.’” Khan’s words gave 

Yuhas the impression that she could “count on” him if any issues 

arose with payment. (Associated Vendors, supra, 210 Cal.App.2d 

at p. 838 [unity of interest can be shown by an individual 

“holding [himself] out . . . [a]s personally liable for the debts of 

the corporation”]; Greenwich S.F., LLC v. Wong (2010) 

190 Cal.App.4th 739, 767–768 [the testimony of a single witness 

may provide substantial evidence].)

Further, Khan’s deposition testimony indicated that when 

Gizmo Media entered into the purchase agreement, it was 

undercapitalized. Khan admitted that he asked to pay the 

majority of the sale price in “installment[s]” via postdated checks 

“because Gizmo Media . . . had no assets or revenue at that 

point.” In fact, Khan could not remember when the company last 
10

“had a paid employee on its payroll[;]” when Gizmo Media took 

over Personal Mailbox, it staffed the business with Khan’s family 

members and did not pay them for their work. (Associated 

Vendors, supra, 210 Cal.App.2d at p. 839 [unity of interest can be 

demonstrated by “the failure to adequately capitalize a 

corporation” and “the total absence of corporate assets and 

undercapitalization”].)

And either in depositions or at trial, Khan admitted that he 

would distribute any profits Gizmo Media made to himself, his 

brother, and his father. This suggests that only Khan and his 

close relatives either own or are entitled to the profits of Gizmo 

Media. (Associated Vendors, supra, 210 Cal.App.2d at p. 839 

[unity of interest can be shown by “sole ownership of all of the 

stock in a corporation by one individual or the members of a 

family”].) 

Appellants contend that “there is no evidence in the record 

that the [trial] [c]ourt considered ANY of the . . . factors” courts 

have enumerated as relevant to the alter ego inquiry. (See, e.g., 

Associated Vendors, supra, 210 Cal.App.2d at pp. 838–840.) To 

the extent that their argument is based on the trial court’s failure 

to make express findings about these factors, we deem the 

argument waived, as appellants did not ask for a statement of 

decision. (Acquire II, Ltd. v. Colton Real Estate Group (2013) 

213 Cal.App.4th 959, 970 (Acquire II) [a party who “fail[s] to 

request a statement of decision when one is available . . . waives 

any objection to the trial court’s failure to make all findings 

necessary to support its decision”].) 

By not requesting a statement of decision, appellants also 

compel us to “appl[y] the doctrine of implied findings and 

presume[] the trial court made all necessary findings supported 
11

by substantial evidence.” (Acquire II, supra, 213 Cal.App.4th at 

p. 970.) “The question then becomes whether substantial 

evidence supports the implied factual findings.” (Fladeboe v. 

American Isuzu Motors Inc. (2007) 150 Cal.App.4th 42, 58.) As 

described above, we find that substantial evidence supports 

implied factual findings as to multiple alter ego factors. 

(Associated Vendors, supra, at p. 840 [generally, where alter ego 

has been found, “several of the[se] factors . . . were present”].)

B. Inequitable Result

The second requirement, that an inequitable result will 

follow if Khan is not held liable for Gizmo Media’s actions, is also 

supported by substantial evidence. (See Mesler, supra, 39 Cal.3d 

at p. 300.) Khan’s deposition testimony casts doubt on whether 

Gizmo Media has sufficient assets to pay the judgment. 

However, “[d]ifficulty in enforcing a judgment does not alone 

satisfy this element. [Citation.] There also must be some 

conduct amounting to bad faith that makes it inequitable for 

[Khan] to hide behind the corporate form.” (Leek v. Cooper (2011) 

194 Cal.App.4th 399, 418.)

The record contains ample evidence to support a finding 

that appellants repeatedly acted in bad faith. Yuhas testified 

that although they took over Personal Mailbox before escrow 

closed, for one month they neither shared revenue with Yuhas

nor made any attempt to proffer the down payment required to 

close escrow and finalize the sale.

Yuhas and her former employees testified that appellants

took advantage of them during that month, using the employees 

to operate the business on days when Yuhas asked them to train 

Gizmo Media’s staff pursuant to the purchase agreement. Khan
12

compounded the issue by refusing to pay Yuhas’s employees for 

their work, forcing Yuhas to cover their wages.

Appellants refused to forward Yuhas commission money 

mistakenly paid to appellants by UPS, even after the company 

directed Khan to do so. And, despite clear language in the 

purchase agreement obligating them to take over the lease for the 

copier, appellants failed to finalize the assignment of the lease, 

allowing past due payments to accrue on Yuhas’s account. At 

trial, Khan repeatedly claimed that he never understood that 

appellants had a contractual obligation to take over the lease,

even though the leasing agent previously informed him that his 

application to take over the lease had been approved. Appellants’

actions imposed additional expenses on Yuhas, as she had to pay 

the lessor to close out the lease.

Lastly, appellants stopped payment on 19 of the 20 

postdated checks they gave to Yuhas and threatened to sue her

for allegedly breaching the purchase agreement. Appellants 

argue that cancelling the checks cannot be considered evidence of 

bad faith because the decision was “based on [their] good faith 

dispute with [Yuhas] over [the] contention that [Yuhas] had 

committed seven (7) material breaches of the” purchase 

agreement. But appellants did not follow through on their threat 

to pursue legal action until over a year after Yuhas sued them;

even then, they voluntarily dismissed their cross-complaint 

against Yuhas, and, when defending against her complaint, failed 

to prove that she committed any material breach of the 

agreement.5 This suggests that appellants’ reasons for reneging 

5 On appeal, appellants do not challenge the trial court’s 

finding that appellants “ha[d] not shown that performance under 

the contract was excused by any material breaches of [Yuhas].” 
13

on over half the total purchase price were weak at best and 

specious at worst.6

Appellants’ conduct raises the inference that they

repeatedly failed to comply with the terms of the purchase 

agreement in bad faith. Such behavior supports the finding that

Khan used Gizmo Media to shield himself from any liability that 

would accrue to the company for breaching its obligations under 

the purchase agreement. It would be inequitable to allow Khan

to profit—at Yuhas’s expense—from misusing the corporate form.

Appellants dispute our conclusion, insisting that the record 

does not contain substantial evidence of bad faith. In addition to 

the arguments already discussed above, appellants contend that 

“there [is] no evidence in the record that . . . Gizmo Media . . . was 

insolvent or judgment proof,” emphasizing that “Khan gave 

several minutes of uncontroverted testimony that Gizmo Media 

. . . was and is, a profitable, active, business venture.” 

This argument ignores contradictory evidence that Gizmo 

Media was undercapitalized when it entered into the purchase 

agreement, and that at times it was seemingly unable to 

maintain funds for basic business expenses such as payroll. (IIG 

Wireless, Inc. v. Yi (2018) 22 Cal.App.5th 630, 639 [“Substantial 

evidence may be contradicted or uncontradicted.”]; Wells Fargo 

Bank, N.A. v. Weinberg (2014) 227 Cal.App.4th 1, 8 [“[t]he 

appellate court has no power to judge the effect or value of the 

6 In their opening brief, appellants argue that they paid 

“31,500 of the $45,000 due” to Yuhas. Their arithmetic does not 

hold up to modest scrutiny. In the same paragraph, appellants 

agree that they “stopped payment on . . . 19 postdated $1,500 

checks[;]” in other words, they admit to withholding $28,500 from 

Yuhas and only paying her $16,500.
14

evidence, to weigh the evidence, to consider the credibility of 

witnesses, or to resolve conflicts in the evidence or in the 

reasonable inferences that may be drawn from the conflicts”].) 

This is especially true where, as here, the only evidence 

relied on by appellants is the purportedly “uncontroverted” 

testimony of a witness who contradicted himself numerous times 

at trial. (Brenner v. Haley (1960) 185 Cal.App.2d 183, 186 [“The 

trier of facts . . . [i]s entitled to disbelieve much or all of [the]

testimony” of a witness who “impeached himself on several 

occasions by contradictory statements”].)

DISPOSITION

The judgment is affirmed. Yuhas is entitled to costs on 

appeal.

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS.

_____________________, J.

ASHMANN-GERST

We concur:

________________________, P. J.

LUI

________________________, J.

HOFFSTADT