# Amaro v. Weber

> California Court of Appeal · December 19, 2025

URL: https://www.frixlaw.com/law-library/cases/11228500

## Case

- **Court:** California Court of Appeal
- **Decided:** December 19, 2025
- **Precedential status:** Published
- **Opinion:** Opinion
- **Cited by:** 0 later opinions in the Frix Law Library

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## Opinion text

Filed 12/19/25
CERTIFIED FOR PUBLICATION

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
THIRD APPELLATE DISTRICT
(Sacramento)
----

ROCHELLE AMARO et al., C102783

Plaintiffs and Respondents, (Super. Ct. No. 34-2022-
00324700-CU-MC-GDS)
v.

SHIRLEY N. WEBER, AS SECRETARY
OF STATE, etc.,

Defendant and Appellant.

APPEAL from a judgment of the Superior Court of Sacramento County, Peter K.
Southworth, Judge. Reversed and remanded.

Rob Bonta, Attorney General, Thomas S. Patterson, Assistant Attorney General,
Anthony R. Hakl and Jeffrey A. Rich, Deputy Attorneys General for Defendant and
Appellant.

Law Offices of Mark A. Redmond and Mark A. Redmond; Salisbury Legal Corp.
and Lawrence J. Salisbury for Plaintiffs and Respondents.

1
After petitioners1 obtained a default judgment for over $8 million against two
corporations (the corporations) for fraud and misrepresentation, they applied for
restitution from the Victims of Corporate Fraud Compensation Fund (the fund) that is
administered by the Secretary of State (the Secretary). The Secretary deemed the
applications ineligible as resubmissions of previously denied applications.

1 The petitioners are: Rochelle Amaro, Arthur Andalon, Kathleen Grasso Andersen, Sark
and Armen Antaramian, Jess J. and Donna Marie Araujo, William E. Baker, George
Beasley, Octavio and Lourdes Beltran, Manuel Bernstein, Allan and Rochelle Blair,
Norman P. Briggs, Hasan Brown, Clara I. Bulla, Christian J. Burke, Winston C. Burns Sr.,
Raul Cardenas, Laurie G. Cardone, Glenda Cash, Chi S. Chang, Theresa Codilla, Joe L.
Crain, E.A. and Carole Crawford, Bridget Cunningham, Fred De Ronda, Joe M. De Silva
Jr., Luis and Myra Diaz, Fred M. and Maryellen G. Diaz, Thomas Doslak, Alan Dubin,
The Gerald A. & Mary Helen Dye Family Trust, Raul Field Escandon, Caryl Fairfull, Ali
Farvili, Omid Farvili, Perla Farvili, Naime Fatoorehchi, Antonio A. Ferrer, Pamela
Franklin, Stanley Franklin, Willy Frei, David and Evelyn Garfinkle, Cornelius George,
Giuliano Family Trust, Ruth Jean and Dinique Glover, The Haston Family Trust, Alice
Hawkins, Cleophus Hawkins, Robert I. Hewlett, Marsha G. Hewlett, Shigeyaru Hiraiwa,
Gerald D. Hoerner, Peggy A. Jasso, George Jerome, Leslie M. Kalman, Lawrence Katz,
Ernest Kaufman, Edith S. Klaus, Carmen Knopke, Richard J. Koerner, Jeffrey Kozek,
Donald and Petti Kruthaup, Michael Lam, Joseph Laroche Jr., Bruce and Sandra Latimer,
John E. and Alice Lazor, Richard Leeds, Edward and Constance Lillie, Lillie Family
Trust, Patricia Ungar and Philip Linseen, Philip Lobel, Nancy Lynn, Donald Macri, Joyce
and Robert Marcarelli, Fernando L. Marcolino, Don Marshall, Anton Martin, Harald G.
Martin, Vito Mastro, John and Roberta McDowall, Robert McGraw, Sally Mikkelson,
Felix Mille, Brenda Miller, Estate of Barbara Jean Miller, Donald Miller, Jane Miller,
Stephen Miller, Thomas Albert Miller, Dolores and Rod Mobasher, Joel Nathaniel, Greg
Nicholson, Terrence W. Novatt, Chatur Patel, Leena Parekh, Nihar Parekh, Peters
Revocable Trust, Thomas Peterson, Anne Petranove-McGraw, William Pratt, Charles
Radke, Hughey Ray, Georgette and Merle Robboy, Amador and Maryellen Rodriguez,
Shirley Rothman as Trustee of the Shirley Rothman Revocable Living Trust, Jerry and
Marge Russ, Dennie Samuels, Sandoval Revocable Living Trust, Judy Sandoval, Arnold
Schoenfeld, Barbara Siersma, Allyn B. and Ursula H. Simmons, Gerry Stein, Lisa Stein,
Julie and Mike Sulman, Andrew and Kristen Tanner, David Tegen, Chet Thomas, Charles
Torigian, Michael Tsao, Richard and Ricki Ungar, Robert Vangelder, Arti and Hari
Vaswani, Carl and Olga Vienna, A. Larry Winnick, and Ralph E. and Maryanna
Worthing.

2
Petitioners then filed a verified petition in the trial court for an order directing
payment from the fund. The trial court rejected the Secretary’s argument that the court
lacked jurisdiction to consider the petition and granted it after concluding the Secretary
waived any other objections to the applications.
The Secretary appeals. She challenges the trial court’s jurisdiction and waiver
conclusions. She also contends that petitioners are not entitled to payments from the fund
because they did not meet their burden of proof in the applications and the complaint
underlying the default judgment suffered from various defects.
We conclude (1) the trial court had jurisdiction to review the Secretary’s
resubmission determination; (2) the resubmission determination must be set aside; and
(3) the Secretary did not waive her other objections to the applications. We reverse the
trial court’s order and remand to the Secretary to reconsider the applications. We further
conclude the Secretary cannot reassert her resubmission determination or reject the
applications based on a purportedly facial defect in the underlying complaint. We also
correct the Secretary’s understanding of petitioners’ burden of proof.
Undesignated statutory references are to the Corporations Code.
FACTUAL AND PROCEDURAL BACKGROUND
In 2020, petitioners filed a complaint against the corporations. According to the
complaint, the corporations were involved in a Ponzi scheme that defrauded investors of
millions of dollars and the corporation presidents either pled or were found guilty of
multiple counts of criminal fraud. The presidents were ordered to pay over $9 million in
restitution to victims who had invested in a particular scheme. But the restitution order
did not cover losses from other fraudulent schemes that the corporations perpetrated.
Through the complaint, petitioners sought to recover those other losses. The complaint
asserted a single cause of action for fraud and misrepresentation.
Petitioners requested entry of default and then default judgment. In support of the
judgment, their attorney filed a declaration describing the corporations’ actions leading

3
up to the criminal restitution order and the extent of the restitution order. The court
entered default in September 2020 as to one corporation and May 2021 as to the other
corporation, followed by a default judgment in August 2021 (the 2021 judgment). The
2021 judgment made the corporations jointly and severally liable to petitioners for over
$8 million.
A few months later, petitioners submitted applications to the Secretary for payment
from the fund based on the 2021 judgment. In support, they submitted the judgment, the
complaint, the requests for entry of default and default judgment, and the attorney
declaration.
The Secretary sent a response to petitioners asserting that (1) the applications
appeared to be “resubmissions of applications involving the same claimants, judgment
debtor, facts and circumstances that were previously denied,” and (2) the Secretary was
required to give conclusive effect to the previous denials, making the applications
“ineligible for review.” Attached to the response was an exhibit listing claimant names,
their assigned claim numbers, and the dates they were denied.
Six months later, petitioners filed a petition in the trial court under section 2287
for an order directing payment out of the fund. They alleged that the response should be
deemed a denial entitled to de novo review and the denial was improper. In her answer,
the Secretary made limited admissions and otherwise denied the allegations in the
petition. She also asserted the following affirmative defenses: (1) petitioners failed to
exhaust their administrative remedies; (2) petitioners had unclean hands; (3) petitioners’
claims were unripe; and (4) the complaint was barred by the statute of limitations.
In their trial brief, petitioners argued that the applications “were not, in fact,
‘denied’ ” because the Secretary refused to consider them. And by refusing to consider
them, the Secretary waived the defenses she asserted in her answer. Even if the defenses
were not waived, petitioners argued the court should disregard them for lack of evidence

4
in the record to support them. They argued that the 2021 judgment presented a valid
cause of action for fraud that was not barred by the statute of limitations.
In her opposing brief, the Secretary argued that the court lacked jurisdiction to
consider the petition because petitioners admitted their applications were never denied
and a petition can be filed only after the Secretary has rendered a denial. The Secretary
mentioned that a potential remedy might be remanding so she could consider the
applications but then stated remand would be unnecessary because the applications had
already been considered and denied. She added that because petitioners were relying on
a default judgment, they had a higher burden of proof requiring them to offer competent
evidence to prove all section 2282, subdivision (a) requirements. In the Secretary’s view,
petitioners did not meet that higher burden of proof because the attorney declaration
offered in support of the applications was self-serving, not based on personal knowledge,
lacked foundation, and concerned issues and parties not properly before the court.
Petitioners also had not alleged the elements of a valid cause of action for fraud in the
complaint and the cause of action they did allege was time-barred before it was filed.
In their reply brief, petitioners argued that the trial court had jurisdiction and
should grant the petition because they complied with section 2282 and the Secretary
waived her defenses. For the first time, they argued that the Secretary also could not
assert the statute of limitations defense because it was a personal privilege that needed to
be asserted by the corporations after the complaint was filed.
The trial court concluded that the response was intended to provide notice that the
applications were being denied. For that reason, the court deemed the response a denial
that entitled the petitioners to de novo review of the merits of the applications. Because
the response did not include the prior applications or any materials regarding the
Secretary’s processing of those applications, the court could not determine whether the
Secretary was correct that the applications were resubmissions.

5
The trial court rejected the Secretary’s argument that petitioners did not present a
valid claim. According to the trial court, the Secretary had the opportunity to request
additional information to determine whether petitioners’ claim was valid but never took
that opportunity. As a result, the Secretary waived any argument that the materials
submitted in support of the applications were insufficient. The trial court did not address
petitioners’ reply argument that the statute of limitations defense is a personal privilege.
The trial court also rejected the Secretary’s contention that the complaint failed to
properly allege a cause of action for intentional fraud against the corporations. According
to the court, the pertinent issue was whether petitioners had a valid cause of action within
the purview of section 2282, not whether they sufficiently pled a cause of action in the
complaint. Had the corporations challenged the complaint, petitioners would have had
the opportunity to cure any defects by amending their pleading. Allowing the Secretary
to challenge the sufficiency of the underlying complaint would deny petitioners the usual
protections for responding to challenges to the pleadings.
The trial court granted the petition, ordering the Secretary to make payment out of
the fund to petitioners in the amounts stated in the petition and underlying judgment,
subject to the limits of section 2289.
The Secretary timely appeals.
DISCUSSION
The Secretary contends the trial court erred by (1) exercising jurisdiction over the
petition and (2) concluding that she waived her objections to the petition. Because these
contentions present questions of law, we apply de novo review. (Alves v. Weber (2025)
111 Cal.App.5th 99, 108-109.) We begin with the statutory scheme governing the fund.
I
The Fund
The fund was created for the “sole purpose of providing restitution to the victims
of a corporate fraud.” (§ 2280.) “The [f]und is sustained largely by corporate disclosure

6
fees, paid by each corporate entity when filing its annual statement of information.”
(Alves, supra, 111 Cal.App.5th at pp. 109-110.) When a person (the claimant) obtains a
final judgment against a corporation based on the corporation’s fraud, misrepresentation,
or deceit, made with the intent to defraud, the claimant may, upon the judgment
becoming final and after diligent collection efforts are made, file an application with the
Secretary for payment from the fund. (§ 2282, subd. (a).) The claimant may also provide
additional documentation that he or she believes may help the Secretary in evaluating the
application. (§ 2282, subd. (c)(5).) If the final judgment in favor of the claimant was by
default, the Secretary may request additional documents and information from the
claimant to determine whether the claim is valid. (§ 2282, subd. (d)(2).) If the Secretary
determines that the application fails to comply with section 2282, the Secretary must mail
an itemized list of deficiencies to the claimant. (§ 2283, subd. (a).) Once a completed
application has been received, the Secretary must render a final written decision on the
application within 90 calendar days. (§ 2284, subd. (a).)
If the Secretary denies an application, the claimant may file a verified petition in a
trial court for an order directing payment out of the fund. (§ 2287, subd. (a).) The
claimant is entitled to de novo review of the merits of the application as contained in the
administrative record and has the “burden of proving compliance with the requirements
of section 2282 by competent evidence.” (§ 2287, subd. (d).) If the civil judgment in the
underlying action on which the final judgment in favor of the claimant was by default, the
claimant has the burden of proving that the cause of action against the corporation or its
agent was for fraud, misrepresentation, or deceit. (§ 2288, subd. (b)(2).) The trial court
must order payment out of the fund “only upon a determination that the aggrieved party
has a valid cause of action within the purview of [s]ection 2282, and has complied with
[s]ection 2287.” (§ 2288, subd. (a).)

7
II
Jurisdiction
The Secretary contends the trial court lacked jurisdiction because she never issued
a true denial under section 2287. We disagree.
The Secretary’s contention largely hinges on binding petitioners to the argument
petitioners made in their trial brief that the applications were not in fact denied. But the
Secretary offers no legal basis for such binding. “Not every document filed by a party
constitutes a pleading from which a judicial admission may be extracted.” (Myers v.
Trendwest Resorts, Inc. (2009) 178 Cal.App.4th 735, 746.) To be considered a judicial
admission, a declaration or utterance must be one of fact and not a legal conclusion,
contention, or argument. (Eisen v. Tavangarian (2019) 36 Cal.App.5th 626, 637.)
“[S]tatements of counsel in argument are not deemed judicial admissions unless they
have the formality of an admission or a stipulation.” (People v. Kiney (2007)
151 Cal.App.4th 807, 815.) The Secretary does not explain how petitioners’ trial brief
argument constitutes a judicial admission nor do we create such an explanation. (See
DeNike v. Mathew Enterprise, Inc. (2022) 76 Cal.App.5th 371, 388, fn. 11 [an appellate
court is not required to make arguments for parties].)
The Secretary’s contention also rests on the idea petitioners did not exhaust their
administrative remedies. This contention is undermined by the Secretary’s description of
the status of the applications. As the Secretary describes it, “when [applications] are
resubmissions of prior denied claims,” she “does not consider the applications anew.
Instead, a notice is sent to the claimant identifying the application as a resubmission of a
prior denied claim and provides the claim number of that prior-denied claim. The
Secretary takes no further action . . . on the claim and closes the file.” This description
establishes that the Secretary rejects applications she determines to be resubmissions. At
that point, she closes the file, thus closing the door to further administrative review. (See
Hill RHF Housing Partners, L.P. v. City of Los Angeles (2021) 12 Cal.5th 458, 477 [an

8
administrative remedy is exhausted upon termination of all available, nonduplicative
administrative review procedures].) There was no administrative remedy left for
petitioners to exhaust.
Even if the applications were not denied for purposes of section 2287, we disagree
with the Secretary’s position that “judicial relief was simply unavailable” to petitioners.
In that circumstance, the trial court should have treated the petition as seeking a writ of
traditional mandamus, which is used to review adjudicatory decisions that do not require
evidentiary hearings. (See Scott B. v. Board of Trustees of Orange County High School
of the Arts (2013) 217 Cal.App.4th 117, 122 [traditional mandamus is used to review
adjudicatory decisions that do not require evidentiary hearings]; Bollengier v. Doctors
Medical Center (1990) 222 Cal.App.3d 1115, 1125 [court can treat erroneous petition as
seeking correct writ].) Even applying the more deferential standard of review applicable
to a traditional writ of mandate, the Secretary’s determination must be set aside for lack
of evidentiary support. (See Scott B., at p. 122 [we reverse an administrative decision if
lacking evidentiary support].) The list of denied claims attached to the response, without
any detailed description of the denied claims or comparison between the denied claims
and the applications, is insufficient to support the Secretary’s conclusion that the
applications were resubmissions of the denied claims.
III
Waiver
The Secretary contends the trial court erred by concluding that the Secretary
“waived any argument that the materials submitted by petitioners in support of [their
applications] are insufficient to demonstrate the validity of the claim.” We agree that the
trial court erred.
In support of the trial court’s ruling, petitioners rely on cases involving
administrative hearings with opposing parties and hearing officers. (See Resource
Defense Fund v. Local Agency Formation Com. (1987) 191 Cal.App.3d 886, 890

9
[hearing before a Local Agency Formation Commission]; California Employment Com.
v. MacGregor (1994) 64 Cal.App.2d 691, 692 [hearing before California Employment
Commission]; Moore v. City of Los Angeles (2007) 156 Cal.App.4th 373, 376 [hearing
before a board of rights].) But no such administrative hearing occurred or was required
here, and different rules apply in those circumstances. (See, e.g., Gov. Code, § 11415.50
[when an administrative decision does not require an adjudicative proceeding, the agency
may provide any appropriate procedure]; City of Oakland v. Oakland Police & Fire
Retirement System (2014) 224 Cal.App.4th 210, 238 [when administrative hearing is not
required, the trial court can develop essential facts]; Alves, supra, 111 Cal.App.5th at
p. 115 [claim can be denied in certain circumstances without looking at the underlying
facts].) Because petitioners’ authorities do not apply here, we find their waiver argument
unpersuasive.
More to the point is Aylward v. State Board of Chiropractic Examiners (1948)
31 Cal.2d 833. There, a licensing board revoked certain licenses after learning its
examination process did not follow statutory procedures. (Id. at p. 837.) But the board
did not provide a statutorily required hearing before canceling the licenses. (Id. at
p. 838.) And the “charge that some of the applicants did not have the required
educational qualifications was based on information contained in the board’s files” that
was not placed in evidence in the trial court. (Id. at p. 840.) The trial court ordered the
board to annul the revocation and refrain from interfering with the applicants’ rights to a
license. (Id. at p. 838.) Our Supreme Court affirmed the annulment but concluded the
trial court went too far in prohibiting the board from interfering further. (Id. at pp. 841-
842.) According to the Court, the board did not exhaust its power “by doing an act which
it had no power to do or by making a determination without sufficient evidence.” (Id. at
p. 839.) Instead, the determination was a nullity, and the board still had “unexercised
power to proceed within its jurisdiction” and take action against the applicants on any
proper ground. (Ibid.; see also English v. City of Long Beach (1950) 35 Cal.2d 155, 159.)

10
Here, we similarly conclude the Secretary did not exhaust her power by denying the
applications as resubmissions. We set aside the denial for lack of evidentiary support but
conclude that the Secretary retains the power to consider the applications on their merits.2
As to those merits, the Secretary contends petitioners are not entitled to payment
from the fund for three reasons: (1) the fraud cause of action in the complaint is facially
defective; (2) the fraud cause of action in the complaint was barred by the statute of
limitations; and (3) petitioners failed to meet their burden to prove entitlement to fund
payments in the applications. Because we remand for the Secretary to reconsider the
applications, there is no need to resolve the Secretary’s contentions. But we provide
three directions to the Secretary on remand.
First, the Secretary must identify any deficiencies in the applications and
determine whether any additional information is needed to determine whether petitioners’
claims are valid. (§§ 2282, subd. (d)(2); 2283.) Because we reject her resubmission
determination, the Secretary cannot reassert that determination on remand.
Second, we agree with petitioners that the Secretary cannot reject their
applications merely because the complaint was facially deficient or failed to state a cause
of action for intentional fraud against the corporations. As the Alves court explained, the
Legislature contemplated that the Secretary “would look beyond the causes of action as
alleged in the civil complaint to the underlying facts of the case where needed.” (Alves,
supra, 111 Cal.App.5th at p. 114.) Based on the Secretary’s concern with the causes of
action as stated in the complaint, looking beyond those causes of action to the underlying
facts is needed. But we do not address petitioners’ contention that the Secretary may not
assert a statute of limitations defense to the complaint that the corporations waived by

2 We need not decide whether the Secretary has the power to summarily refuse to
consider an application when the application’s ineligibility is clear and cannot be
remedied.

11
allowing default judgment. Petitioners failed to properly preserve this contention in the
trial court, waiting until their trial reply brief to assert it; in fact, the trial court never
addressed it. (See Sandhu v. Board of Administration (2025) 108 Cal.App.5th 1048,
1079-1080.) To the extent the Secretary pursues a statute of limitations defense when she
reconsiders the applications, petitioners can argue the propriety of that defense on
remand.
And third, we correct the Secretary’s understanding of the burden imposed under
section 2287, subdivision (d) and section 2288, subdivision (b)(1). Both provisions apply
when a claimant files a petition in the trial court after the Secretary denies the claimant’s
application. (§§ 2287, 2288.) At that point, the claimant bears the burden of proving
compliance with the requirements of section 2282. (§ 2287, subd. (d).) And if the
application was based on a civil judgment obtained by default, the claimant has the
burden of proving that the cause of action against the corporation was for fraud,
misrepresentation, or deceit. (§ 2288, subdivision (b)(1).) The Secretary suggests these
burdens arose the moment petitioners filed the applications. We disagree. Based on the
plain language of sections 2287 and 2288, those affirmative burdens on petitioners do not
arise until the trial court action. (Alves, supra, 111 Cal.App.5th at p. 113 [section 2288
applies to trial court proceedings following the Secretary’s denial of an application, not
the Secretary’s initial adjudication of an application for relief from the fund].)

12
DISPOSITION
The judgment is reversed, and the case is remanded to the Secretary. The parties
shall bear their own costs on appeal. (Cal. Rules of Court, rule 8.278(a)(5).)

/s/
MESIWALA, J.

We concur:

/s/
HULL, Acting P. J.

/s/
RENNER, J.

13

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/11228500. Public record. Not legal advice.