The Prudential Insurance Company of America v. ACDF, LLC

Opinion

1 2 3 4 5 6 7 10 11 PRUDENTIAL INSURANCE COMPANY No. 1:24-cv-01102-KES-SAB OF AMERICA; and PGIM REAL 13 Plaintiffs, 14 v. 15 ACDF, LLC; ASSEMI AND SONS, Inc.; ORDER DENYING KEVIN ASSEMI’S AVILA RANCH EA, LLC; BEAR FLAG MOTION TO INTERVENE 16 FARMS, LLC; C & A FARMS, LLC; CANTUA ORCHARDS, LLC; DA REAL (Doc. 83) 17 ESTATE HOLDINGS, LLC; FAVIER RANCH, LLC; FG2 HOLDINGS, LLC; 18 GRADON FARMS, LLC; GRANVILLE FARMS, LLC; GRANTLAND 19 HOLDINGS No. 1, LLC; GRANTLAND HOLDINGS No. 2, LLC; GRANTOR 20 REAL ESTATE INVESTMENTS, LLC; GVM INVESTMENTS, LLC; GV AG, 21 LLC; LINCOLN GRANTOR FARMS, LLC; MARICOPA ORCHARDS, LLC; 22 PANOCHE PISTACHIOS, LLC; SAGEBERRY FARMS, LLC; DEREK 23 BELL; and RACHEL MARIE WHITE, 24 Defendants. 25 27 On September 16, 2024, plaintiffs Prudential Insurance Company of America 28 (“Prudential”) and PGIM Real Estate Finance (“PGIM”) filed a complaint against twenty-two 1 defendants: ACDF, LLC, Assemi and Sons, LLC, Bear Flag Farms, LLC, C & A Farms, LLC, 2 Cantua Orchards, LLC, Favier Ranch, LLC, Grandon Farms, LLC, Granville Farms, LLC, 3 Lincoln Grantor Farms, LLC, Maricopa Orchards, LLC, Panoche Pistachios, LLC, Sageberry 4 Farms, LLC (collectively, the “Farming Defendants”), Avila Ranch, LLC, DA Real Estate 5 Holdings, LLC, FG2 Holdings, LLC, Grantland Holdings No. 1, LLC, Grantland Holdings No. 2, 6 LLC, Grantor Real Estate Investments, LLC, GVM Investments, LLC, GV AG, LLC, Derek Bell, 7 and Rachel Marie White. Doc. 1 (“Compl.”). Plaintiffs allege that each defendant breached one 8 or more of five loans: the Westlands/Fresno Loan, the Kern/Tulare Loan, the Devine Loan, the 9 Saviez Loan, and/or the PGIM REF Loan. Id. ¶¶ 34, 37, 40, 43, 47, 48. Plaintiffs also allege that 10 the breach of each loan entitles plaintiffs to the appointment of a receiver. Id. ¶¶ 62–63. 11 On September 18, 2024, plaintiffs filed a motion to appoint receiver and for preliminary 12 injunction, Doc. 11 (“Receiver Mot.”). Several third parties – U.S. Bank National Association 13 (“U.S. Bank”), MetLife Real Estate Lending, LLC, Brighthouse Life Insurance Company, and 14 Metropolitan Life Insurance Company, all of whom are other lenders of the defendants – 15 intervened for the limited purpose of opposing plaintiffs’ motion. Docs. 34, 47. On September 16 25, 2024, the Court held a hearing on the matter. Docs. 49, 50, 51. The Court issued an order the 17 same day appointing a temporary receiver with limited authority. Doc. 51 (“Agreed Proposed 18 Order”). The temporary receivership currently extends through October 31, 2024. Id. ¶ M. 19 On October 11, 2024, plaintiffs filed a motion to continue the receivership, and in that 20 motion, requested an expansion of the receiver’s authority. See Doc. 59 (“Mot. Continuation”). 21 On October 25, 2024, the Farming Defendants filed a response, Doc. 76, as did other intervenors 22 or proposed intervenors, Docs. 78, 80, 81. 23 Now before the Court is Kevin Assemi’s motion to intervene as of right, Doc. 83, which is 24 opposed by the Farming Defendants, Doc. 84. For the reasons explained below, Kevin Assemi’s 25 motion is denied. 26 /// 27 /// 28 /// 1 II. ANALYSIS/DISCUSSION 2 Rule 24(a)(2) provides that

3 the court must permit anyone to intervene who . . . claims an interest relating to the property or transaction that is the subject of the action, 4 and is so situated that disposing of the action may as a practical matter impair or impede the movant’s ability to protect its interest, 5 unless existing parties adequately represent that interest. 6 Fed. R. Civ. P. 24(a)(2). In Wilderness Society v. U.S. Forest Service, the Ninth Circuit 7 articulated the following test for determining if an applicant has a right to intervene: “(1) the 8 motion must be timely; (2) the applicant must claim a ‘significantly protectable’ interest relating 9 to the property or transaction which is the subject of the action; (3) the applicant must be so 10 situated that the disposition of the action may as a practical matter impair or impede its ability to 11 protect that interest; and (4) the applicant’s interest must be inadequately represented by the 12 parties to the action.” 630 F.3d 1173, 1177 (9th Cir. 2011) (citation omitted). “In evaluating 13 whether Rule 24(a)(2)’s requirements are met, [courts should] follow ‘practical and equitable 14 considerations.’” Id. at 1179 (quoting United States v. City of Los Angeles, 288 F.3d 391, 397 15 (9th Cir. 2002)). 16 Kevin Assemi’s motion, and the Farming Defendants’ opposition, demonstrate that Kevin 17 Assemi does not have a significantly protectable interest relating to the proposed receivership. 18 See Docs. 83, 84. Kevin Assemi argues that he seeks to protect his interest in an approximately 19 400-acre parcel of land, but he concedes that that parcel is owned by Elevated Ag, LLC, a 20 company which is not a party to this action. Doc. 83-3 ¶ 4. Kevin Assemi is only a minority 21 stakeholder of Elevated Ag, LLC, Doc. 84-1 at 2, and he was removed from a managerial role in 22 the company nearly two years ago, Doc. 84-2. Furthermore, he acknowledges that he is currently 23 involved in other litigation in this court against that company. Id. ¶ 3. He argues that “it is my 24 position that I own a majority [stake] overall.” Id. ¶ 3. However, the docket shows that his 25 claims have been dismissed. See Assemi v. Assemi, 1:23-cv-01741-EPG (E.D. Cal.), Doc. 48. It 26 is therefore apparent that Mr. Assemi does not have a significantly protectable interest relating to 27 the receivership, and his intervention at this stage would confuse the issues and distract from the 28 object of these proceedings. 1] 0. CONCLUSION 2 Accordingly, Kevin Assemi is not entitled to intervene as of right in this action, and the 3 | motion for leave to intervene, Doc. 83, is DENIED. 4 5 | ISSO ORDERED. _ 6 Dated: _ October 28, 2024 4h ; UNITED STATES DISTRICT JUDGE 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28