Filed 3/10/22 Meditech Laboratories v. LSCD4635 CA2/2

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION TWO

MEDITECH LABORATORIES, INC.,

Plaintiff and Respondent,

v.

LSCD4635, INC.,

Defendant and Respondent;

BUSINESS SERVICES OF 

AMERICA, INC., 

Objector and Appellant.

 B306218

 (Los Angeles County

 Super. Ct. No. BC576721)

APPEAL from a judgment of the Superior Court of 

Los Angeles County. Edward B. Moreton, Jr., Judge. Affirmed.

Shulman Bastian Friedman & Bui and Shane M. Biornstad

for Objector and Appellant.

Dumas & Kim, James A. Dumas and Christian T. Kim for 

Defendant and Respondent.

______________________________
2

After defendant and respondent LSCD4635, Inc. (LSCD or 

the judgment creditor) obtained a judgment in its favor and 

against Meditech Laboratories, Inc. (Meditech), it moved to 

amend the judgment pursuant to Code of Civil Procedure section 

1871 to add appellant Business Services of America, Inc. (BSA or 

the judgment debtor) as a judgment debtor. The trial court 

granted LSCD’s motion. In so doing, it overruled all of BSA’s

evidentiary objections to LSCD’s evidence pursuant to California 

Rules of Court, rule 3.1354(c) (rule 3.1354). BSA appeals, 

arguing that the trial court committed prejudicial error in 

overruling its evidentiary objections.

We agree with BSA that the trial court erred in relying 

upon rule 3.1354 when it overruled BSA’s objections to evidence. 

But, BSA has not demonstrated on appeal that this error was 

prejudicial. Accordingly, we affirm.

FACTUAL AND PROCEDURAL BACKGROUND

LSCD obtains a judgment against Meditech

Meditech and LSCD entered into a services agreement and 

later brought claims against each other for breach of contract. 

They eventually arbitrated their claims, and on July 6, 2018, the 

arbitrator issued an interim award in favor of LSCD. The 

corrected final award was issued on October 1, 2018.2 On 

1

All further statutory references are to the Code of Civil 

Procedure unless otherwise indicated.

2 Notably, the arbitrator found LSCD’s president, Stephen 

Cobos (Cobos), “clear, direct, consistent and knowledgeable about 

the events at issue.” But it found Meditech’s manager, Quoc 

Daniel Huan Ha (Ha), “evasive” and unclear; his evasive 

testimony “seriously eroded his credibility.”
3

January 29, 2019, the trial court confirmed the arbitrator’s award 

and entered judgment in favor of LSCD and against Meditech in 

the amount of $2,520,464.40.

LSCD’s motion to amend the judgment

On November 18, 2019, LSCD filed a motion to amend the 

judgment to add BSA as a judgment debtor. LSCD argued that 

BSA is an alter ego of Meditech under a single enterprise theory. 

In support, LSCD offered the following evidence: (1) a 

declaration from its president, Cobos; (2) a declaration from 

counsel with 37 attached exhibits; (3) an expert declaration; (4) a 

request for judicial notice of 30 exhibits; (5) excerpts from the 

prejudgment deposition of Meditech’s principal, Kim Tran Ha 

(Tran); (6) excerpts from the prejudgment deposition of the 

judgment debtor’s president and Tran’s husband, Ha; and 

(7) excerpts from the judgment debtor examination of Meditech, 

for which Ha testified.

A. Cobos Declaration

As is relevant to the issues in this appeal, Cobos declared 

that throughout his dealings with Meditech, his “only contact was 

with Ha.” Once this litigation commenced, he “encountered 

[Tran] at her deposition but she didn’t even attend the 

arbitration hearing. The only person who attended the 

arbitration on the Meditech side, aside from the Meditech 

attorney, was [Ha], who was there every day.”

B. Tran’s Prejudgment Deposition Testimony

In her prejudgment deposition, Tran testified that she was 

the owner/president/director of Meditech. When asked who 

helped her produce the requested documents for her deposition, 

she replied that Ha had helped her because “he’s the 

management company that helps me with most business that 
4

dealt with Meditech,” and the management company is BSA. She 

explained that BSA manages Meditech by doing “[p]retty much 

everything from accounting, payroll, . . . [hiring], . . . [d]ay-to-day 

business, administration, [and] compliance.” Tran further 

testified that she thought Meditech had a lease for a building in 

Laguna Hills, but she was not sure. That building is the same 

building where BSA is located.

Although she was the president of Meditech, Tran did not 

seem to know a lot about its business. For example, when asked 

about an individual on the “management team,” Tran did not 

know if she was employed by Meditech. While she had to 

approve payroll, she did not necessarily see the names of her 

employees. “Ha pretty much advised me on the profits and loss.” 

Later, when asked about depositing checks, she replied: “To be 

honest with you, I don’t know. BSA takes care of all this, so I 

don’t know what the logistics of how this whole thing works. You 

could ask [Ha] about that.”

She also testified about an agreement between Meditech 

and BSA concerning duplicate checks. But, she did not know 

what “their” agreement was. When asked who the parties to that 

agreement were, she replied Ha and Cobos. According to Tran, 

even though Ha was not a Meditech employee, he could enter into 

an agreement on its behalf because he “advised” her, he was “the 

management team,” and he was “the one who brought this 

business on. So he’s the one who pretty much negotiated the 

deals and whatnot for me.” In other words, if LSCD had 

questions about the protocol concerning duplicate checks, it 

needed to ask Ha.

Regarding discovery responses, she indicated that Ha had 

helped her prepare them.
5

C. Ha’s Prejudgment Deposition Testimony

Ha testified that he was a director of BSA. As director, he 

was “the president who run[s] the day-to-day work of BSA. And 

BSA does a lot of different things, from human resources to leave 

of compliance, to marketing, et cetera, et cetera.” BSA manages 

Meditech.

When asked to provide an estimate of how Meditech was 

allegedly damaged by LSCD, Ha stated that he did not know and 

that he doubted Tran would know either. But part of Meditech’s 

alleged damages included a loan it allegedly was forced to get 

because LSCD owed it money. According to Ha, White Star 

Investment Universal Limited (of which Ha had at some point 

been a director or manager) loaned Meditech $400,000 pursuant 

to an oral agreement negotiated by Ha on behalf of Meditech 

through BSA.

D. Exhibits Attached to Counsel’s Declaration

Attached to LSCD’s counsel’s declaration were a host of 

documents. As pertains to the issues in this appeal, one 

document was a copy of the lease between QK Ha Family Limited 

Partnership and Meditech. Ha executed the lease on behalf of 

the lessor, and Tran executed the lease on behalf of Meditech. 

Also attached was a copy of a promissory note issued by Meditech 

for the benefit of the QK Ha Family Limited Partnership after 

the arbitration award had been issued against it.

E. Request for Judicial Notice

One document attached to LSCD’s request for judicial 

notice is a UCC filing acknowledgement from the California 

Secretary of State dated August 15, 2018 (after the interim 

arbitration award was issued) identifying Meditech as the debtor 

and BSA as the secured party. Another document was a UCC 
6

financing statement, also filed in August 2018, identifying 

Meditech as the debtor and White Star Investment Universal

Limited as the secured party.

BSA’s opposition

BSA opposed the motion to amend the judgment. In 

support, it filed declarations from Ha, his wife and the principal 

of Meditech Tran, and Meditech’s accountant, Pazhanganattu B. 

Asokan (Asokan). It also filed numerous evidentiary objections to 

much of LSCD’s evidence. Specifically, it filed 15 compound 

evidentiary objections to Cobos’s nine paragraph declaration; 52 

compound evidentiary objections to LSCD’s counsel’s declaration 

and attached exhibits; 14 compound objections to the expert 

declaration; general and specific compound objections to the 

excerpts from Ha’s deposition; general and specific compound 

objections to the excerpts from Ha’s deposition; general and 

specific compound objections to the excerpts from the judgment 

debtor examination; and 29 objections to LSCD’s 30 exhibits 

attached to its request for judicial notice.

A. Ha’s Declaration

Ha averred that BSA had a management services 

agreement with Meditech; thus, BSA had access to all of 

Meditech’s business records. But, BSA did not have any legal or 

equitable ownership interest in Meditech. “Meditech simply paid 

BSA for the management and administrative services it provided 

to Meditech.” “None of Meditech’s employees were employed by 

BSA and none of Meditech’s employees did work for BSA,” and 

the companies maintain separate payroll. “BSA’s revenue is not 

currently derived from any ongoing operations of Meditech . . . . 

BSA’s revenues came and come from companies other than and in 

addition to Meditech.” BSA and Meditech complied with 
7

corporate formalities; they never commingled funds, and BSA 

never diverted any funds from Meditech.

According to Ha, “BSA’s management fees were reasonable 

and its management services were of great worth to Meditech.”

Ha also testified about Meditech’s lease. He stated that 

Meditech leased property from the QK Ha Family Limited 

Partnership; it subleased a portion of the property to BSA. When 

Meditech defaulted on the lease, the QK Ha Family Limited 

Partnership “tried to secure the debt by way of a Secured 

Promissory Note, a Security Agreement and UCC filings.”

B. Tran’s Declaration

Tran attested that BSA provides business management and 

administrative services to Meditech. But, “BSA has never 

controlled [her] ability to make any business decisions for 

Meditech.” She agreed with Ha that “Meditech greatly valued 

BSA’s management and administrative services and believed 

that the fees paid to BSA were reasonable.” And, like Ha, she 

averred that BSA and Meditech have always been separate

entities.

In her declaration, Tran provided detailed information 

concerning Meditech’s lease of property in the same building as 

BSA. She confirmed that Meditech leased property from the QK 

Ha Family Limited Partnership.

C. Asokan’s Declaration

Asokan, an accountant at BSA, declared that he had 

“access to all of Meditech’s business and accounting records, 

including memoranda, reports and records of acts, events and 

transactions made in the regular course of Meditech’s business at 

or near the time of the act, event or transaction.” He also stated 

that Meditech leased office space from the QK Ha Family Limited 
8

Partnership, and that Meditech subleased some of the office 

space to BSA.

Trial court order

After entertaining oral argument, the trial court granted 

the judgment creditor’s motion to amend the judgment, finding 

“the three factors for alter-ego liability” met. Specifically, it 

found: “Based on the evidence presented, the factors 

preponderate in [the judgment creditor’s] favor. (1) There 

appears to be identical equitable ownership, control, and 

management in the two entities by [Ha]; (2) They use the same 

office or business location, or at least have a lease agreement for 

the same location and Ha is essentially the manager of both 

entities as Tran has testified that he manages Meditech and is 

her employee; (3) Meditech is undercapitalized and has recorded 

UCC Finance Statements for its assets; (4) There is concealment 

and misrepresentation of the identity of the responsible 

ownership, management and financial interest, or concealment of 

personal business activities by both Ha and Tran as they provide 

evasive responses at their depositions and are not able to keep 

track of all their businesses and/or business dealings; (5) The 

entities disregard legal formalities and fail to maintain arm’s 

length relationships among related entities by the rent decrease, 

unjustified management costs, unexplained irregular payments, 

inconsistent representation of who the secretary and treasurer is 

for BSA, and the unexplained promissory notes after the interim 

arbitration award issued; (6) The diversion of assets from 

Meditech based on the belated promissory notes to the detriment 

of creditors, and the manipulation of assets and liabilities 

between entities so as to concentrate the assets in [the judgment 
9

debtor] and the liabilities in Meditech based on the unexplained 

fees, rent payments, and promissory notes.”

It further found BSA’s evidence inadequate as it “relie[d] on 

self-serving declarations” and did not explain financial 

transactions that occurred after the arbitration award was issued 

in the judgment creditor’s favor. Moreover, “the inconsistent and 

evasive testimony [of Tran and/or Ha] shows a disregard for legal 

formalities and BSA appeared to have control of the litigation as 

it was apparently managing almost all aspects of Meditech at the 

time and Ha was present for the arbitration. Tran’s testimony 

also shows a lack of knowledge of her business and its dealings 

and relies on BSA’s and Ha’s management. . . . There appears to 

be minimal separation between Ha’s work for BSA and Ha’s work 

for Meditech.”

In so ruling, the trial court overruled all of BSA’s

evidentiary objections on the grounds that it “failed to file 

objections in the proper format in compliance with California 

Rules of Court, rule 3.1354(c).”

Judgment and appeal

On April 8, 2020, the trial court entered an amended 

judgment adding BSA as a judgment debtor.

BSA’s timely appeal ensued.

DISCUSSION

I. Standard of review

As the parties agree, we review the question of whether the 

trial court erroneously relied upon rule 3.1354(c) in overruling all 

of the judgment debtor’s evidentiary objections de novo. “Where 

error is shown, this court may not set aside the order unless the 

error prejudiced the appellant.” (EHM Productions, Inc. v. 

Starline Tours of Hollywood, Inc. (2018) 21 Cal.App.5th 1058, 
10

1063; § 475.) “Claims of evidentiary error under California law 

are reviewed for prejudice applying the ‘miscarriage of justice’ or 

‘reasonably probable’ harmless error standard of People v. Watson

(1956) 46 Cal.2d 818, 836 that is embodied in article VI, section 

13 of the California Constitution. Under the Watson harmless 

error standard, it is the burden of appellants to show that it is 

reasonably probable that they would have received a more 

favorable result at trial had the error not occurred. [Citations.]” 

(Christ v. Schwartz (2016) 2 Cal.App.5th 440, 447.)

II. The trial court erroneously overruled BSA’s evidentiary 

objections pursuant to rule 3.1354(c)

As set forth above, the trial court issued a blanket ruling, 

overruling all of BSA’s evidentiary objections pursuant to rule 

3.1354(c). This was error. As BSA correctly argues on appeal, 

and as LSCD concedes, rule 3.1354 only applies to motions for 

summary judgment and adjudication, and the instant motion to 

amend the judgment does not fall within the scope of the rule.

III. The error was not prejudicial

Having found that the trial court erred, the next question is 

whether the judgment debtor has demonstrated that that error 

compels reversal. After all, “‘an erroneous evidentiary ruling 

requires reversal only if “there is a reasonable probability that a 

result more favorable to the appealing party would have been 

reached in the absence of the error. [Citation.]”’ [Citations.]” 

(Serri v. Santa Clara University (2014) 226 Cal.App.4th 830, 

857–858.)

A. Deposition transcripts are not inadmissible hearsay

According to the judgment debtor, deposition transcripts 

are categorically inadmissible hearsay unless some exception 
11

applies;3 thus, the transcripts from Ha and Tran’s depositions in 

the arbitration proceeding and Meditech’s judgment debtor 

examination are inadmissible. We disagree. Section 187 

“contemplates a noticed motion. The trial court is not required to 

hold an evidentiary hearing. [Citation.] Evidence in the form of 

declarations or deposition testimony is sufficient.” (Wells Fargo 

Bank, N.A. v. Weinberg (2014) 227 Cal.App.4th 1, 9; see also 

§ 2025.620 [at any hearing in the action, “any part or all of a 

deposition may be used against any party who was present or 

represented at the taking of the deposition, or who had due notice 

of the deposition and did not serve a valid objection under Section 

2025.410, so far as admissible under the rules of evidence applied 

as though the deponent were then present and testifying as a 

witness”].)

Gatton v. A.P. Green Services, Inc. (1998) 64 Cal.App.4th 

688, 692–693, disapproved by Sweetwater Union High School 

Dist. v. Gilbane Building Co. (2019) 6 Cal.5th 931, 944, fn. 8,

L&B Real Estate v. Superior Court (1998) 67 Cal.App.4th 1342, 

1346–1348, disapproved by Sweetwater Union High School Dist.

v. Gilbane Building Co., supra, at p. 944, fn. 8, and Evidence 

Code section 1292, cited by the judgment debtor, do not compel a 

different result. Those cases and that statute stand for the 

proposition that deposition testimony from prior proceedings are 

inadmissible hearsay unless the proponent of that testimony 

establishes that a hearsay exception applies. (Evid. Code, 

§ 1290.) That is not the situation in the instant case, where the 

3

The judgment creditor agrees that at least some, if not all, 

of the deposition testimony constitutes hearsay.
12

subject deposition testimony is considered in lieu of in-person 

testimony.

Even if the deposition testimony were hearsay, all of the 

deposition testimony would still be admissible as party or 

authorized admissions. (Evid. Code, § 1222; Greenspan v. LADT 

LLC (2010) 191 Cal.App.4th 486, 524 [hearsay rule does not 

exclude admissions made by an agent of a party when the agent’s 

powers are broad enough to constitute him the general 

representative with broad managerial responsibilities].) Tran 

certainly is a party representative; she is the director of 

Meditech. And both Tran and Ha testified that Ha, albeit 

through BSA, had broad managerial responsibilities for 

Meditech.

In addition, Tran’s deposition testimony would be admitted 

pursuant to Evidence Code section 1235. That statute provides: 

“Evidence of a statement made by a witness is not made 

inadmissible by the hearsay rule if the statement is inconsistent 

with his testimony at the hearing and is offered in compliance 

with Section 770.” That is exactly the situation in this case. For 

example, in opposition to LSCD’s motion to amend the judgment, 

Tran asserted she never held any interest in BSA, that Ha never 

had any control of Meditech’s ownership, that she never directed 

Meditech to divert its assets to Ha, and that all transactions 

involving the judgment debtor and Meditech were performed at 

arm’s length. That evidence conflicts with her deposition 

testimony that she did not know anything about Ha’s business. 

Similarly, in her declaration, Tran defended Meditech’s lease of 

the property from the QK Ha Family Limited Partnership, but at 

her deposition, she stated that she did not know why there was a 

lease or even if there had been a lease at all.
13

B. Cobos declaration

The judgment debtor lodged many objections to Cobos’s 

declaration. But, as the judgment debtor concedes, the trial court 

“apparently relied” only on statements of which he “could have 

had personal knowledge,” including the judgment creditor’s 

dealings with only Ha as opposed to Tran or others at Meditech 

and the fact that Tran did not attend the arbitration but Ha did. 

Because the trial court only relied upon admissible statements in 

Cobos’s declaration, it is irrelevant whether the trial court should 

have sustained BSA’s objections to other portions of that 

declaration.

C. LSCD’s counsel’s declaration

BSA asserts that the documents attached to LSCD’s 

counsel are inadmissible. Specifically, it points to (1) the lease 

between the QK Ha Family Limited Partnership and Meditech, 

and (2) a copy of the promissory note referenced in Ha’s 

declaration. “As is routine in law and motion practice,” a party’s 

exhibits may be “authenticated through declarations submitted 

by . . . attorneys, who had personal knowledge of how [those 

exhibits were obtained], how they had been identified, who had 

identified them, and their status as true and correct copies of the 

‘originals.’” (Greenspan v. LADT LLC, supra, 191 Cal.App.4th at 

p. 523.) That is exactly what occurred here. LSCD’s counsel who 

attended Ha’s deposition executed the declaration to which the 

exhibits are attached. Ha testified that he had a supervisory role 

in producing the documents requested by LSCD before the 

deposition. Those documents included the subject lease.

BSA further argues that the lease and promissory note 

constituted inadmissible hearsay. We disagree. Evidence Code 

section 1200, subdivision (a) defines hearsay evidence as 
14

“evidence of a statement that was made other than by a witness 

while testifying at the hearing and that is offered to prove the 

truth of the matter stated.” Here, the documents were not being 

offered to prove the truth of the matter asserted (that the 

contents of the lease and promissory note are true). Rather, they 

were being offered as evidence of their existence—there was a 

lease and a promissory note between these entities. (Jazayeri v. 

Mao (2009) 174 Cal.App.4th 301, 316 [“Documents not offered for 

the truth of the matter asserted are, by definition, not hearsay”]; 

Remington Invs. v. Hamedani (1997) 55 Cal.App.4th 1033, 1038–

1039 [note ledger was inadmissible to prove the truth of its 

contents, namely the amount owed by the defendant to the 

plaintiff]; People v. Smith (2009) 179 Cal.App.4th 986, 1003 

[prosecutor could not introduce information written on 

agreements to prove that the defendant violated the law].)

Assuming without deciding that BSA is correct, the 

documents would still be admissible as business records pursuant 

to Evidence Code section 1271. That statute provides: “Evidence 

of a writing made as a record of an act, condition, or event is not 

made inadmissible by the hearsay rule when offered to prove the 

act, condition, or event if: [¶] (a) The writing was made in the 

regular course of a business; [¶] (b) The writing was made at or 

near the time of the act, condition, or event; [¶] (c) The 

custodian or other qualified witness testifies to its identity and 

the mode of its preparation; and [¶] (d) The sources of 

information and method and time of preparation were such as to 

indicate its trustworthiness.” Taken together, the declarations of 

Tran, Ha, and Asokan confirm that the lease and the promissory 

note are admissible business records.
15

In their declarations filed in opposition to the judgment 

creditor’s motion, Tran and Ha provided detailed information 

concerning Meditech’s lease of property in the same building as 

BSA. They confirm that Meditech leased the property from the 

QK Ha Family Limited Partnership. Separately, Ha averred that 

after Meditech defaulted on the lease (and after the arbitrator’s 

interim award), the QK Ha Family Limited Partnership tried to 

secure the debt with a promissory note. Furthermore, Asokan 

testified that he had access to Meditech’s business records, 

including “records of acts, events and transactions made in the 

regular course of Meditech’s business at or near the time of the 

act, event or transaction.” He goes on to aver that Meditech 

leased property from the QK Ha Family Limited Partnership, the 

same property as where BSA rented space.

D. Request for judicial notice

BSA contends that the trial court could not take judicial 

notice of the UCC-1 filing. We disagree. Evidence Code section 

452, subdivision (h), allows a court to take judicial notice of 

“[f]acts and propositions that are not reasonably subject to 

dispute and are capable of immediate and accurate determination 

by resort to sources of reasonably indisputable accuracy.” The 

UCC filing falls squarely within the scope of this statute. It is 

indisputable that a UCC-1 was filed after judgment in this case 

was entered, identifying Meditech as the debtor. (See also 

Fremont Indemnity Co. v. Fremont General Corp. (2007) 148 

Cal.App.4th 97, 113 [“Although the existence of a document may 

be judicially noticeable, the truth of statements contained in the 

document and its proper interpretation are not subject to judicial 

notice if those matters are reasonably disputable”].)
16

IV. Substantial evidence supports the trial court’s finding that 

the judgment debtor is the alter ego of Meditech

A. Relevant law

Section 187 authorizes a trial court to amend a judgment to 

add judgment debtors. (NEC Electronics Inc. v. Hurt (1989) 208 

Cal.App.3d 772, 778.) “[T]he general rule is that ‘a court may 

amend its judgment at any time so that the judgment will 

properly designate the real defendants.’ [Citation.]” (Dow Jones 

Co. v. Avenel (1984) 151 Cal.App.3d 144, 149.) “In order to see 

that justice is done, great liberality is encouraged in the

allowance of amendments brought pursuant to Code of Civil 

Procedure section 187.” (Misik v. D’Arco (2011) 197 Cal.App.4th 

1065, 1073.)

Section 187 and the alter ego doctrine often go hand-inhand. “The authority of a court to amend a judgment to add a 

nonparty alter ego as a judgment debtor has long been 

recognized.” (Toho-Towa Co., Ltd. v. Morgan Creek Productions, 

Inc. (2013) 217 Cal.App.4th 1096, 1106.) “Judgments are often 

amended to add additional judgment debtors on the grounds that 

a person or entity is the alter ego of the original judgment 

debtor.” (NEC Electronics Inc. v. Hurt, supra, 208 Cal.App.3d at 

p. 778.)

The alter ego doctrine traditionally “arises when a plaintiff 

comes into court claiming that an opposing party is using the 

corporate form unjustly and in derogation of the plaintiff’s 

interests.” (Mesler v. Bragg Management Co. (1985) 39 Cal.3d 

290, 300 (Mesler).) 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.” (Ibid.) There are 

“two general requirements: ‘(1) that there be such unity of 
17

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.] And ‘only a difference in wording is 

used in stating the same concept where the entity sought to be 

held liable is another corporation instead of an individual.’” 

(Ibid.)

“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.)

To prevail on a motion to amend under section 187, the 

judgment creditor must show, by a preponderance of the 

evidence, that: (1) there is such a unity of interest and ownership 

that the separate personalities of the defendant and purported

alter ego no longer exist; (2) the party to be added as a judgment 

debtor had control of the underlying litigation and was virtually 

represented in that proceeding; and (3) an inequitable result will 

follow if the acts are treated as those of the defendant alone. 

(Highland Springs Conference & Training Center v. City of 

Banning (2016) 244 Cal.App.4th 267, 280.)

“‘The decision to grant an amendment . . . lies in the sound 

discretion of the trial court. “The greatest liberality is to be 

encouraged in the allowance of such amendments in order to see 

that justice is done.”’” (Greenspan v. LADT LLC, supra, 191 

Cal.App.4th at p. 508.) We review the trial court’s fact findings 

on alter ego for substantial evidence. (Wells Fargo Bank, N.A. v. 

Weinberg, supra, 227 Cal.App.4th at p. 8.)
18

B. Substantial evidence supports the trial court’s finding 

that the judgment debtor is the alter ego of Meditech

The deposition transcripts, Cobos’s declaration, the lease 

between Meditech and the QK Ha Family Limited Partnership, 

and the UCC-1 filing provide ample evidence to support the trial 

court’s alter ego finding. There is overwhelming evidence that 

BSA and Meditech shared a unity of ownership and interest. 

While Ha may not have technically “owned” Meditech, the 

evidence demonstrates that he had an interest in it. After all, as 

Tran testified, Ha knew more about Meditech’s business than she 

did. Furthermore, it is evident that BSA, through Ha, controlled 

the underlying litigation. He, not Tran, attended the arbitration 

proceeding. In light of all the interdealings among Ha and Tran’s 

corporate entities, it would be inequitable not to amend the 

judgment to add BSA as a judgment debtor.

DISPOSITION

The judgment is affirmed. LSCD is entitled to costs on 

appeal.

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS.

_____________________, Acting P. J.

ASHMANN-GERST

We concur:

________________________, J.

CHAVEZ

________________________, J.

HOFFSTADT