# I argued in front of the Court of Appeal today. **URL:** \ **Category:** Miscellaneous and Personal Stuff I Must Share\ **Created:** [May 15, 2010, 4:05am UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510 "2010-05-15T04:05:16Z")\ **Posts on this page:** 20\ **Page:** 2
**Author:** ![Stoid](https://sea3.discourse-cdn.com/straightdope/user_avatar/boards.straightdope.com/stoid/32/272_2.png) [@Stoid](https://boards.straightdope.com/u/Stoid)\ **Post date:** [May 16, 2010, 12:34am UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/21 "2010-05-16T00:34:05Z")
> [@Elysian](#): > > So the court made its judgment under section 17351, and you are arguing that they should have applied section 2000 because you found a case saying it was analogous…is that it? No..I’m arguing that the court should have followed 17351, as required by law. > [@](#): > > Because it seems like your argument that the court had to allow you to buy out his interest, and had to give you an unlimited amount of time, only exists if section 2000 is controlling. If you use 17351 then the court doesn’t have to give you an unlimited amount of time to buy and the court was in its rights to deny your dilatory payment because you tried to pay after the time limit specified in the decree expired. Incorrect. 17351 says I can buy him out. I wanted to immediately. Court said verbally during the last day of trial, nah…let’s just sell the assets instead. I filed motions saying hey, you can’t do that, gotta let me buy him out. Denied on procedural grounds before the judgment was actually written and entered (3 months between trial and judgment, incidentally…very sloppy). New receiver says I value the biz at $100 (not the actual amount). Plaintiff says, OK! Sounds good to me. I say: OK! Since we agree on $100 I hereby elect, officially, to invoke 17351 and buy you out for half, $50, and stop the dissolution. I filed a request for judicial notice citing all the laws related to business entity buyouts, the laws related to statutory construction that said that when a NEW law is written pretty much like an OLD one, we can look to the old ones for answers. A la: > [@](#): > > We agree that "when legislation has been judicially construed and a subsequent statute on the same or an analogous subject is framed in the identical language, it will ordinarily be presumed that the [framers] intended that the language as used in the later enactment would be given a like interpretation. [citations] (Los Angeles Met. Transit Authority v. Brotherhood of Railroad Trainmen (1960) 54 Cal. 2d 684, 688-689 [8 Cal. Rptr. 1, 355 P.2d 905] Yeroushalmi v. Miramar Sheraton, 88 Cal. App. 4th 738 And decisions under the corp law say it is mandatory for the court to let me buy him out. So I’m buying him out, and I’m just letting you know. So we have a hearing, court seems ok with it, and Plaintiff says WAH WAH WAH… you said I could buy the assets! Yes, I agree they are worth $100 but YOU SAID! Court says, I guess Stoid has to file a motion or something. I file the motion called for, only instead of “fix” the price, I use “confirm the appraisal”. Court issues tentative: oops! Too late. I research. Find three cases under the old laws: no time limits- any time before the dissolution is complete. (FTR, the diss in our case was completed almost two years later…so I wasn’t close to late.) And remember the court created the time lag by DENYING ME OUT THE GATE. Court ignores me, leaves it at “too late”. Then, in case there’s any doubt about whether it’s ok to look to the old laws on corp for the answers about the new law on LLCS, there is a case in 2008 regarding a buyout under 17351. The court says: > [@](#): > > Neither the briefing nor our independent research has identified any cases involving these > procedures in the context of limited liability companies. However, parallel provisions exist > for avoiding the dissolution of a corporation by purchasing the appraised interests of minority > shareholders who initiated the corporate dissolution proceedings. (§ 2000.) And proceed to site multple decisions relating to corporations to support their decisions relating to limited liability companies. ---
**Author:** ![Stoid](https://sea3.discourse-cdn.com/straightdope/user_avatar/boards.straightdope.com/stoid/32/272_2.png) [@Stoid](https://boards.straightdope.com/u/Stoid)\ **Post date:** [May 16, 2010, 12:37am UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/22 "2010-05-16T00:37:37Z")
> [@Noel\_Prosequi](#): > > Best of luck, **Stoid**. While I fear your battle is quixotic, it takes serious cajones to front a Court of Appeal with zero training (and even with training). I hope for your sake my misgivings about all this are misplaced. > > Was the other side represented? Did they appear? His lawyer battled me down to the ground in the trial court, and asked for an extension of time to reply to my brief. Then my ex took over his own representation and asked for extensions three more times. Then never filed a brief. But he did show up to watch me yesterday. All tarted up and everything. ---
**Author:** ![Stoid](https://sea3.discourse-cdn.com/straightdope/user_avatar/boards.straightdope.com/stoid/32/272_2.png) [@Stoid](https://boards.straightdope.com/u/Stoid)\ **Post date:** [May 16, 2010, 1:24am UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/23 "2010-05-16T01:24:34Z")
By the way…on what basis do you arrive at this: > [@Elysian](#): > > because you tried to pay after the time limit **specified in the decree expired**. What time limit in what decree? You sorta made that up. > [@](#): > > And I’m not sure why you are arguing about the basis the court dissolved the company? Clearly there is dissent and deadlock here? This doesn’t seem relevant to me. Just fleshing it out here, but I actually did appeal that decision as well. We did not have a deadlock at all. Plaintiff testified that he had no complaints with the way i ran the company, apart from two advertiising expenditures. His lawyer just used the word “deadlock” a bunch of times to describe disagreements of any description. Fortunately, the presiding justice on my panel wrote a decision that I cited in my brief in which the matter what constitutes deadlock was reviewed in depth, and the court agreed that deadlock means something rather more compelling than a disagreement about advertising, it means so at odds that it’s stopping the company business from being conducted to advantage. Since I was running the company more productively without him than we had together, that’s kinda hard to argue. And it matters in my appeal because, if you read 17351, dissolution under “deadlock” vs. for protection of his interests, is the difference between my being able to deduct damages from my payment to him for his interest, because he breached our operating agreement in suing for dissolution to begin with: we had a big fat page-long covenant NOT to sue for dissolution. ---
**Author:** ![hajario](https://sea3.discourse-cdn.com/straightdope/user_avatar/boards.straightdope.com/hajario/32/171_2.png) [@hajario](https://boards.straightdope.com/u/hajario)\ **Post date:** [May 16, 2010, 1:25am UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/24 "2010-05-16T01:25:20Z")
I’ve been following this very interesting story too and wish you the best of luck, **Stoid**. When do you expect to hear back from the Court of Appeal? ---
**Author:** ![Perciful](https://avatars.discourse-cdn.com/v4/letter/p/b38774/32.png) [@Perciful](https://boards.straightdope.com/u/Perciful)\ **Post date:** [May 16, 2010, 1:54am UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/25 "2010-05-16T01:54:35Z")
Good Luck Stoid. Court is so nerve wracking. Hope it is all good news! ---
**Author:** ![Bricker](https://avatars.discourse-cdn.com/v4/letter/b/977dab/32.png) [@Bricker](https://boards.straightdope.com/u/Bricker)\ **Post date:** [May 16, 2010, 4:15am UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/26 "2010-05-16T04:15:29Z")
> [@Koxinga](#): > > Not gonna get involved in y’all’s debate, but just out curiousity – as an attorney, would you subject yourself or your peers to the same dichotomy? Imagine, say, after an unsuccessful appeal your fellow attorney Bob confesses that he still believes his interpretation of the case was correct. Will you then say to him, “well how about that Bob, I guess you’re really saying that you believe the judge is actually an idiot, right?” The difference here is between “I still say I was right,” and “The judge was an idiot.” In this case, Stoid had made no bones about the fact not merely that she disagreed with the trial court, but that the trial court’s failings ran deep: ignoring the law, creating factual findings out of whole cloth… some of which she’s now alluded to above. Moreover, she’s been less than effective in articulating the issues she believes are relevant. So, if I were talking to an attorney who had similar problems explaining succinctly what his appealable issues had been, and on top of that offered claims that the trial court had ignored the law and the facts… yes, at the very least, I’d ask a similar question. ---
**Author:** ![Sage\_Rat](https://sea3.discourse-cdn.com/straightdope/user_avatar/boards.straightdope.com/sage_rat/32/399_2.png) [@Sage\_Rat](https://boards.straightdope.com/u/Sage_Rat)\ **Post date:** [May 16, 2010, 4:30am UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/27 "2010-05-16T04:30:29Z")
> [@Bricker](#): > > In this case, Stoid had made no bones about the fact not merely that she disagreed with the trial court, but that the trial court’s failings ran deep: ignoring the law, creating factual findings out of whole cloth… some of which she’s now alluded to above. > > Moreover, she’s been less than effective in articulating the issues she believes are relevant. > > So, if I were talking to an attorney who had similar problems explaining succinctly what his appealable issues had been, and on top of that offered claims that the trial court had ignored the law and the facts… yes, at the very least, I’d ask a similar question. You’re presuming that there are relevant issues. If there are no relevant issues, then there is no way to articulate them. If the rules say that A=B and one judge unilaterally decides that A=C, making no note of that legal basis for reaching that decision, there really isn’t anything more to do than cite the law that A=B. I don’t think you can really fault someone for not being able to turn a simple and clear law into a 10 page essay. ---
**Author:** ![Stoid](https://sea3.discourse-cdn.com/straightdope/user_avatar/boards.straightdope.com/stoid/32/272_2.png) [@Stoid](https://boards.straightdope.com/u/Stoid)\ **Post date:** [May 16, 2010, 4:44am UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/28 "2010-05-16T04:44:23Z")
> [@Sage\_Rat](#): > > You’re presuming that there are relevant issues. If there are no relevant issues, then there is no way to articulate them. If the rules say that A=B and one judge unilaterally decides that A=C, making no note of that legal basis for reaching that decision, there really isn’t anything more to do than cite the law that A=B. I don’t think you can really fault someone for not being able to turn a simple and clear law into a 10 page essay. Good call there. ---
**Author:** ![Sage\_Rat](https://sea3.discourse-cdn.com/straightdope/user_avatar/boards.straightdope.com/sage_rat/32/399_2.png) [@Sage\_Rat](https://boards.straightdope.com/u/Sage_Rat)\ **Post date:** [May 16, 2010, 5:00am UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/29 "2010-05-16T05:00:55Z")
> [@Stoid](#): > > Good call there. Well at the same time, this sentence: “his lawyer interrupts, begins by (inaccurately and falsely) stating that the code doesn’t say who can be the purchasing party (the non-moving party is the purchaser) so his client can… **several pages of completely nonsensical discussion** between both lawyers and the judge occurs, and she ends by saying, without saying why, that the assets will be put up for auction to the highest bidder.” (Bolding added) Indicates that it’s decently plausible that there is some nitty gritty there that you’ve chosen to ignore as meaningless mumbo jumbo. Obviously there was something worth several pages of discussion. It may have been all lies and deceit, but we have no particular reason to think that, and we know that you have a vested interested in it being nothing more than lies and deceit, whereas the judge presumably has no preference either way and presumably knows the law better than you. Ultimately, that still falls in the court’s favor, until such time as an appellate judge agrees that the original judge was smoking crack. ---
**Author:** ![Stoid](https://sea3.discourse-cdn.com/straightdope/user_avatar/boards.straightdope.com/stoid/32/272_2.png) [@Stoid](https://boards.straightdope.com/u/Stoid)\ **Post date:** [May 16, 2010, 6:32am UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/30 "2010-05-16T06:32:36Z")
Here is the verdict transcript that relates to this topic. The deleted material is completely irrelevant, the judge talking about how we’ll have to agree, give access to the bank, etc. Nothing about the law and rulings was removed. We begin simply: > [@](#): > > The Court: I DO THINK IT IS IMPORTANT TO LOOK TO > > 19 THE PROVISIONS OF THE CORPORATIONS CODE THAT APPLY TO > > 20 THE LIMITED LIABILITY COMPANY. AND I DO FIND THAT THE > > 21 – UNLESS PURCHASED, THE LLC WILL HAVE TO BE > > 22 DISSOLVED. AND I WILL EXPLAIN > > 24 I DO FIND UNDER 17351(A) SUBDIVISION (4) > > 25 THAT THE MANAGEMENT OF THE LIMITED LIABILITY COMPANY > > 26 IS DEADLOCKED. > > SO THIS SECTION 17351 DOES > > 4 APPLY. \*\*NOW, SUBDIVISION (4), (B)(4), DOES STATE IF > > 5 THE PURCHASING PARTIES DESIRE TO PREVENT THE WINDING > > 6 UP OF THE DISSOLUTION OF THE COMPANY, THEY SHALL PAY > > 7 TO THE MOVING PARTIES THE VALUE OF THEIR MEMBERSHIP > \*\* > 8 INTEREST ASCERTAINED AND DECREED WITHIN THE TIME > > 9 SPECIFIED PURSUANT TO THIS SECTION. OR IN THE CASE OF > > 10 AN APPEAL, IS FIXED ON APPEAL. ON RECEIVING THE > > 11 PAYMENT OR TENDER THEREOF, THE MOVING PARTY SHALL > > 12 TRANSFER THEIR MEMBERSHIP INTEREST TO THE PURCHASING > > 13 APRTY. > > * * * > > 8 PLAINTIFF’S REQUEST OF THE SALE OF THE > > 9 ASSETS FIRST AND THEN DISSOLVE THE LLC AT THE END – > > 10 WELL, THE LLC, I AGREE HAS TO BE DISSOLVED LAST, > > 11 BECAUSE A NUMBER OF THINGS CAN HAPPEN IN THE MEANTIME. > > 12 BUT WE HAVE TO ESTABLISH A VALUE ON A BUSINESS. > 18 AND I WILL APPOINT – AND I’M HOPING THAT > > 19 YOU ALL CAN AGREE, THE THREE DISINTERESTED APPRAISERS > > 20 TO APPRAISE THE VALUE OF THE BUSINESS IN ITS ENTIRETY. > > * * * > > . SO THE APPRAISERS WILL > > 6 HAVE TO REPORT TO THE COURT THE VALUE OF THE BUSINESS > > 7 AND THEN AT THAT POINT \*\*WE CAN MAKE A DETERMINATION IF > > 8 THE DEFENDANT IS GOING TO PURCHASE THE BUSINESS BY > > 9 PAYING ONE HALF LESS ANY AMOUNTS THAT SHOULD BE > > 10 DEDUCTED TO TO THE PLAINTIFF. \*\* > > 11 AND IF NOT – THERE’S NO PROVISION > > 12 SPECIFICALLY THAT I SEE IN THE CODE FOR MR. Plaintiff > > 13 PURCHASING IT, AND IT DIDN’T SAY ANYTHING IN THE > > 14 COMPLAINT. SO I WAS A LITTLE SURPRISED WHEN HE > > 15 TESTIFIED THAT HE WOULD BE INTERESTED IN THE BUSINESS. > > 16 BUT INSTEAD OF JUST SHUTTING DOWN THE BUSINESS,\*\* IF THE > > 17 DEFENDANT ISN’T GOING TO BUY IT, THEN I THINK THAT THE > > 18 PLAINTIFF SHOULD ALSO HAVE AT THAT POINT A RIGHT TO > > 19 OFFER THE DEFENDANT THE BUSINESS.\*\* She misspoke, but it’s obvious she meant Plaintiff should have a right to buy it if I don’t. But then…Mr. Evil Lawyer From Hell (sorry, can’t help myself. I have to be cool in court, don’t have to be cool here.) begins… > [@](#): > > 20 MR. Plaintiff’s Counsel: IF I MAY ADDRESS THE COURT, > > 21 YOUR HONOR, THE CODE TALKS ABOUT PURCHASING PARTIES. > > 22 I THINK EITHER PARTY CAN BE THE PURCHASING PARTY. IT > > 23 DOESN’T SAY ONE AS OPPOSED TO THE OTHER. Really Mr. Evil Lawyer From Hell? Are you being honest when you say this, because if you are, you need to turn in your bar number. If you aren’t, then you are doing what’s known as committing Fraud Upon The Court, by deliberately misstating the law. > [@](#): > > 24 SO MY CLIENT CAN COME IN AND APPLY TO BE > > 25 THE PURCHASING PARTY JUST AS THE DEFENDANT CAN. WE > > 26 SIMPLY SUBMIT, YOUR HONOR, ONCE THE COURT RECEIVES THE > > 27 APPRAISERS, THEN BOTH PARTIES SHOULD BE ENTITLED TO > > 28 OVERBID, AND WHOEVER IS THE HIGHEST BIDDER WINS. Submit it to the Legislature, it ain’t the law. > [@](#): > > 1 The Court: THAT MAY BE, BUT LET ME TAKE ANOTHER > > 2 LOOK AT THIS, BECAUSE THERE WAS A REASON THAT I > > 3 THOUGHT OTHERWISE. ONE SECOND. > > 4 TAKE A LOOK AT (B)(1). THIS IS WHY I A > > 5 PHRASED IT THAT WAY. IN A SUIT FOR JUDICIAL > > 6 DISSOLUTION, THE OTHER MEMBERS MAY AVOID THE > > 7 DISSOLUTION OF THE LIMITED LIABILITY COMPANY BY > > 8 PURCHASING FOR CASH THE MEMBERSHIP INTEREST OWNED BY > > 9 THE MEMBERS. SO INITIATING THE PROCEEDING. THE > > 10 MOVING PARTIES. THAT WOULD BE THE PLAINTIFF. AT THE > > 11 FAIR MARKET VALUE. THAT WAS THE BASIS OF MY > > 12 SUGGESTION THAT IT BE DONE THAT WAY. First, pause with me and take in the interesting aroma of the judge talking about her “suggestions” in reference to statute. Evil lawyer responds… > [@](#): > > 13 MR. Plaintiff’s Counsel: YOUR HONOR, WE’RE SEEKING A > > 14 PARTITION. SO TO THE EXTENT THAT WE’RE SEEKING A > > 15 PARTITION OF THE ASSETS, THAT’S WHAT WE WERE SEEKING. > > 16 NOW, IN – ONCE THE ASSETS ARE PARTITIONED OF THE LLC, > > 17 THEN ALSO THE LLC HAS TO BE DISSOLVED THEREAFTER. Wait just a darn minute there, Mr. Evil Lawyer From Hell. When we pointed out the convenant not to partition the LLC in the operating agreement in our opposition to your motion, you swore up and down that you weren’t seeking a partition of the business at all! You were seeking a dissolution and winding up! That was only six months ago! Have you heard of the doctrine of judicial estoppel? Shame, SHAME on you, evil lawyer! But continue.. > [@](#): > > 18 MY CLIENT HAS NEVER GIVEN UP OR MADE ANY > > 19 CLAIM THAT SOMEHOW HE DOESN’T WANT TO BUY THE > > 20 PROPERTY. No one asked. > [@](#): > > THE WINDING UP OF AFFAIRS AND DISSOLVING OF > > 21 THE LLC IS DEFINITELY A REQUIREMENT. BUT IN ORDER TO > > 22 DO SO – IN OUR PRAYER WE ASKED FOR IT IN THE > > 23 COMPLAINT, THAT THE ASSETS OF THE PROPERTY BE SOLD, > > 24 AND THEN THE LLC BE DISSOLVED. Yeah, so? If you asked for green eggs and ham in the prayer of your complaint, does that mean you get it? > [@](#): > > 25 THERE IS NO REASON – THE PROVISIONS OF > > 26 THIS CODE SECTION WERE BROUGHT OUT TO SHOW WHAT WOULD > > 27 HAVE TO HAPPEN IF AN OPPOSING PARTY TO A DISSOLUTION, > > 28 HOW THEY WOULD GO ABOUT BUYING THE OTHER PERSON’S > > ``` > 12 > > ``` > > 1 INTEREST. Exactly! So I’m the opposing party to the dissolution and that’s how I will go about buying the other person’s interest. Now that we’re all clear… > [@](#): > > 2 HOWEVER, HERE WE’RE ASKING FOR A > > 3 PARTITION, AND THE PARTITION OF THE ASSETS DOES NOT > > 4 PREVENT MY CLIENT FROM HAVING – BEING THE PURCHASING > > 5 PARTY AS WELL. Like I said, ask for whatever you like. You asked for dissolution, you got it, and now THE FUCKING LAW DECIDES WHAT HAPPENS NEXT YOU EVIL SLIMEBAG. But wait! Could there be a voice of reason somewhere? > [@](#): > > 6 MR. Stoid’s counsel: EXCUSE ME. > > 7 The Court: LET ME JUST PLEASE – CAN WE GO TO > > 8 THE COMPLAINT. AND LET’S JUST MAKE SURE, JUST POINT > > 9 OUT TO ME YOUR REFERENCE FOR PARTITION OF THE > > 10 BUSINESS. > > 11 MR. Plaintiff’s Counsel: UNDER PRAYER, YOUR HONOR. ON > > 12 PAGE – > > 13 The Court: BECAUSE I’VE BEEN GOING BY CAUSE OF > > 14 ACTION. THE THIRD ONE WAS DISSOLUTION AND WINDING UP > > 15 OF THE BUSINESS. > > 16 MR. Plaintiff’s Counsel: CORRECT. IN THE PRAYER, YOUR > > 17 HONOR, IF YOU LOOK AT ON PAGE 9, IT SAYS AS TO ALL > > 18 CAUSES OF ACTION RE BUSINESS ENTITIES – > > 19 The Court: WAIT. DID YOU SAY 9? > > 20 MR. Plaintiff’s Counsel: PAGE 9 OF THE COMPLAINT. > > 21 The Court: OH, PAGE 9. > > 22 MR. Plaintiff’s Counsel: GOING TO LINE 3. TALKING > > 23 ABOUT PRAYERS AS TO ACTION FOR BUSINESS ENTITIES. AND > > 24 BEGINNING ON PAGE – LINE 8, WE’RE SAYING WOUND UP BY > > 25 DEFENDANTS SUBJECT TO REVIEW AND APPROVAL OF PLAINTIFF > > 26 WHEREBY ASSETS AND/OR BUSINESS ENTITIES ARE SOLD AT > > 27 MARKET VALUE. > > 28 The Court: I SEE. Really? What do you see? A prayer in a complaint that changes the law how? Now the Evil Lawyer From Hell gets on a roll. A roll that boils down to garbage, but a roll nonetheless… > [@](#): > > 1 MR. Plaintiff’s Counsel: WE’RE SAYING THAT THE ASSETS > > 2 OF THE LLC SHOULD BE SOLD. ONCE THE ASSETS ARE SOLD, > > 3 THOSE FUNDS COME BACK INTO THE LLC, AND AT THAT POINT > > 4 THE LLC CAN BE DISSOLVED. When you dissolve, you sell the assets, yes, that’s how it’s done. But I intend to STOP THE DISSOLUTION ALTOGETHER exactly as provided BY LAW, by buying the member interest of your client. HELLO. > [@](#): > > 5 IT DOESN’T MAKE SENSE TO SELL THE LLC > > 6 BECAUSE THE LLC HAS ALL KINDS OF CREDITORS AND OTHER > > 7 ACCOUNTING ISSUES THAT WOULD GET IN THE WAY. I’m being punked here, right? This guy has a bar number and everything? Where are the cameras? > [@](#): > > WHAT > > 8 WE’RE PROPOSING IS TO SELL THE ASSETS OF THE LLC ON > > 9 THE OPEN MARKET. BOTH PARTIES WILL BID. SAME > > 10 PROCEDURE CAN BE EMPLOYED. > > 11 ONCE THE ASSETS ARE EMPLOYED, THOSE FUNDS > > 12 GO INTO THE LLC, THE ACCOUNTING WILL BE DONE AND THE > > 13 COURT WILL DECIDE HOW THE FUNDS GET DISBURSED. THE > > 14 LLC DOESN’T HAVE TO BE SOLD. THE LLC IS BEING > > 15 DISSOLVED. It’s kinda like watching a car crash in slow motion. > [@](#): > > 16 The Court: IF WE DO IT THAT WAY, THEN I WOULD > > 17 THINK WE STILL NEED THE APPRAISERS. > > 18 MR. Plaintiff’s Counsel: WE DON’T HAVE ANY PROBLEM > > 19 WITH HAVING THE APPRAISER. WHAT WE’RE POINTING OUT, > > 20 YOUR HONOR, IS THE FAIREST WAY OF DETERMINING THE > > 21 MARKET VALUE. ARE THERE THERE ARE BROKERS WHO > > 22 SPECIALIZE IN THIS. THEY SELL BUSINESS ENTITIES ALL > > 23 THE TIME. > > 24 WE CAN HAVE THREE BUSINESS APPRAISERS WHO > > 25 ARE FAMILIAR WITH THE PURCHASE AND SALE OF NET > > 26 COMPANIES TO ACT AS THE THREE APPRAISERS THAT THE > > 27 COURT HAS APPOINTED. THOSE THREE FOLKS WILL COME UP > > 28 WITH A NUMBER. THAT NUMBER CAN BE LISTED FOR SALE TO > > ``` > 14 > > ``` > > 1 THE PUBLIC OR TO MY CLIENTS. To the public or your clients. Watch those tells, Evil Lawyer. > [@](#): > > 2 THE REASON I BRING THAT UP IS ONE OF THEIR > > 3 COMPETITORS MAY BE INTERESTED IN BUYING THEIR BUSINESS > > 4 AT SUBSTANTIALLY HIGHER PRICES THAN EITHER ONE OF > > 5 THESE FOLKS CAN AFFORD. AND THAT BENEFITS BOTH OF > > 6 THEM. THAT’S WHY WE’RE SAYING THE PARTITION PROCESS > > 7 BENEFITS BOTH SIDES. > > 8 IF NO SUCH OFFERS EXIST, FINE. THEN THEY > > 9 CAN OVERBID EACH OTHER. BUT IF THERE IS SOMEBODY OUT > > 10 THERE WHO WANTS TO PAY A SUBSTANTIAL SUM OF MONEY FOR > > 11 THIS WEB SITE, WHY SHOULDN’T THEY REAP THE BENEFITS? Oh! THAT’s it! You were just thinking of BOTH of us and how it would be so much BETTER to sell something I DON’T WANT TO SELL AT ALL… silly me. > [@](#): > > 12 The Court: IT COULD BE THERE ARE NOT ONLY > > 13 APPRAISERS WHO HAVE EXPERTISE IN INTERNET BUSINESS, > > 14 BUT APPRAISERS WHO HAVE EXPERTISE IN THIS TYPE OF > > 15 INTERNET BUSINESS AS WELL. > > 16 MR. Plaintiff’s Counsel: THAT’S RIGHT. Then the court remembers that there is someone else in the room: > [@](#): > > 17 The Court: MR. Stoid’s counsel, YOU WANTED TO BE HEARD? > > 18 MR. Stoid’s counsel: YES. THANK YOU, YOUR HONOR. TO BE > > 19 VERY HONEST, WE BELIEVE THAT YOUR INITIAL > > 20 INTERPRETATION OF THE STATUTE WAS THE CORRECT > > 21 INTERPRETATION. THERE ARE SIMILAR STATUTES THAT APPLY > > 22 TO CORPORATE DISSOLUTIONS AS WELL AS PARTNERSHIP > > 23 DISSOLUTIONS. > > 24 IT SAYS IF ONE OF THE SHAREHOLDERS AT A > > 25 CERTAIN MINIMUM PERCENT, HERE AN LLC MEMBER WITH A > > 26 CERTAIN CRITERIA, COMES IN AND SAYS LET’S DISSOLVE, > > 27 IT’S A DRASTIC REMEDY WHICH IS REQUESTED FROM THE > > 28 COURT. > > ``` > 15 > > ``` > > 1 THE WHOLE PURPOSE OF HAVING THE PROVISION > > 2 IN THERE IS TO AVOID THE EFFECT OF THE DRASTIC REMEDY. > > 3 THAT’S WHY IT IS A RIGHT GRANTED TO THE PURCHASING > > 4 MEMBERS TO – THE NON-- I’M SORRY. THE NONSELLING > > 5 MEMBERS TO ELECT TO PURCHASE. AND TO MAKE SURE > > 6 THERE’S NO UNFAIRNESS, THREE APPRAISERS ARE INVOLVED. > > 7 THIS IS THE CRUX OF THE ENTIRE CASE FOR > > 8 US, YOUR HONOR. IF WE CAN PREVAIL ON THIS, WE WILL > > 9 HAVE AT LEAST, WE BELIEVE – THERE IS A FUTURE. > > 10 DO YOU MIND IF I STRAY ON TO ONE RELATED > > 11 SUBJECT, PLEASE? > > 12 The Court: YES, I MIND. > > 13 MR. Stoid’s counsel: I’M SORRY. I UNDERSTAND. Turning back to her new best friend, the court says next: > [@](#): > > 14 The Court: I UNDERSTAND YOUR ARGUMENT, AND I > > 15 SEE THAT IT WAS YOUR REQUEST, WHICH I THOUGHT IT > > 16 WASN’T. THAT’S WHY I WAS NOT – – I WAS TRYING TO > > 17 WORK THAT OUT. BUT IT’S ALMOST LIKE YOU’RE ASKING FOR > > 18 TWO DIFFERENT THINGS. > > 19 MR. Plaintiff’s Counsel: NO, WE’RE NOT. LET ME > > 20 EXPLAIN. MY CLIENT IS A 50 PERCENT OWNER. THE RELIEF > > 21 THAT MR. Stoid’s counsel IS TALKING ABOUT IS FOR A MINORITY > > 22 OWNER. MY CLIENT IS NOT A MINORITY OWNER. HE’S A 50 > > 23 PERCENT OWNER. THE MINORITY OWNERS SHOULD NOT BE ABLE > > 24 TO DISTURB THE BUSINESS, ET CETERA. THAT’S THE LAW. > > 25 I AGREE. Bully for you. > [@](#): > > 26 BUT MY CLIENT IS NOT A MINORITY OWNER. > > 27 THE RELIEF THAT COUNSEL IS TALKING ABOUT WAS NOT > > 28 ARGUED IS BECAUSE IT WAS EXCLUSIVELY FOR MINORITY > > ``` > 16 > > ``` > > 1 OWNERS. Well, yeah, if we were talking about corporations. But we’re talking about LLCs, where percentage of ownership doesn’t apply. My lawyer was drawing a comparison to illustrate THE LAW not just making things up to try and convince the judge to do what he wants IN SPITE of the law. And it’s at this point that we jump into the rabbit hole feet first… > [@](#): > > THE LLC, ON PAGE 10 OF THE OPERATING > > 2 AGREEMENT, DOES HAVE UNDER SUBSECTION (D) A PROVISION > > 3 FOR DEADLOCK RESOLUTION THAT ESSENTIALLY SAYS IF THE > > 4 PARTIES CAN’T AGREE ON SOMETHING, THERE HAS TO BE > > 5 SOMEONE WITH FIVE YEARS’ EXPERIENCE IN LOS ANGELES, AS > > 6 A SENIOR EXECUTIVE OF A REAL ESTATE DEVELOPMENT > > 7 COMPANY, ET CETERA, TO COME IN TO BREAK THE DEADLOCK. > > 8 CLEARLY THIS WAS NOT WRITTEN FOR THIS > > 9 BUSINESS. THAT’S WHY IT DOESN’T APPLY. BOTTOM LINE > > 10 IS THERE IS NO PROVISION REGARDING BREAKING A DEADLOCK > > 11 IN THIS BUSINESS. THESE FOLKS ARE FIFTY-FIFTY. ONE > > 12 PARTY WANTS TO SELL THE ASSETS. THE OTHER ONE DOESN’T > > 13 WANT TO SELL. We aren’t talking about the operating agreement, Mr. Evil Lawyer From Hell Talking About Nothing As Fast As He Can, and you know it. We’re talking about the LAW OF CALIFORNIA. > [@](#): > > 14 THE ONLY WAY TO GO IS BY PARTITION. > > 15 PARTITION BY SALE IS THE ONLY WAY TO GO. WE DON’T > > 16 HAVE A PROBLEM EMPLOYING THE PROVISION THE COURT > > 17 STATED TO SET AN INITIAL VALUE ON THE BUSINESS AND > > 18 THEN PUT IT UP FOR SALE. NOTHING IS PREVENTING MS. > > 19 Stoid FROM COMING IN AND BIDDING. NOTHING IS > > 20 PREVENTING MR. Plaintiff FROM COMING IN AND BIDDING. > > 21 WE’RE NOT TRYING TO TAKE ADVANTAGE OF ANYBODY. Did anyone accuse you of that? More tells, Evil Lawyer. > [@](#): > > 22 BY RESTRICTING THIS PROCESS, MS. Stoid IS > > 23 GOING TO TRAMPLE ON MY CLIENT’S RIGHTS. BECAUSE HE IS > > 24 A 50 PERCENT OWNER. Hold the phone, Slimebag. “restricting this process”? What process? The one you made up that you like? That’s your client’s “right”??? ARE YOU SERIOUS? Really, where did you get this kind of nerve? Is it for sale, can I buy some somewhere? I can see how it could come in handy. > [@](#): > > BASED ON THAT, YOUR HONOR, > > 25 WHATEVER PROCEDURE THE COURT WANTS TO EMPLOY, BOTH > > 26 SIDES SHOULD BE ABLE TO HAVE THE RIGHT TO BID TO > > 27 ACQUIRE THE PROPERTY. THANK YOU. > > 28 The Court: ALL RIGHT. MY ORDER IS THAT THE > > ``` > 17 > > ``` > > 1 ASSETS AND/OR THE BUSINESS OF GDI IS TO BE SOLD AT > > 2 MARKET VALUE, AT OR ABOVE MARKET VALUE. AND THAT THIS > > 3 WILL BE DONE BEFORE ANY DISSOLUTION OF THE BUSINESS. > > 4 THAT BOTH SIDES WILL HAVE THE RIGHT TO BID > > 5 ON THE BUSINESS. :smack:😕:eek::mad::rolleyes::smack::(:rolleyes::mad::mad:😕:eek::smack::smack: ---
**Author:** ![Stoid](https://sea3.discourse-cdn.com/straightdope/user_avatar/boards.straightdope.com/stoid/32/272_2.png) [@Stoid](https://boards.straightdope.com/u/Stoid)\ **Post date:** [May 16, 2010, 6:49am UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/31 "2010-05-16T06:49:07Z")
And just to remind… Following that day, it was 10 weeks before the actual written judgment was entered. In that time, I filed a bunch of motions in the alternative saying: " hello! Statute says I can buy him out!" which she denied without any consideration of the content at all, strictly procedural. The judgment said I could buy my own member interest while the Plaintiff and everyone else were buying the assets, which makes no sense, and then the receiver came up with his value, ex agreed, and I acted. She said too late, I said here’s all the cases that say no such thing, and she ignored me and repeated: too late. I appealed. ---
**Author:** ![Stoid](https://sea3.discourse-cdn.com/straightdope/user_avatar/boards.straightdope.com/stoid/32/272_2.png) [@Stoid](https://boards.straightdope.com/u/Stoid)\ **Post date:** [May 16, 2010, 6:57am UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/32 "2010-05-16T06:57:25Z")
]And another reminder, from the court in the unpublished case, regarding the Evil Lawyer’s client and what his ACTUAL “rights” are: > [@](#): > > Plaintiffs suing for involuntary > dissolution of a corporation have > chosen to end their association with > the corporation and to seek > compensation for their investment in > it. The objective of the appraisal and > buyout procedure is “to award > plaintiffs what they would have > received had their involuntary > dissolution action been allowed to > proceed to a successful conclusion.” (cites) As long as this > objective is achieved and plaintiffs > receive the fair value of their shares > as if the corporation had been > dissolved,\*\* they have been afforded all > the relief\*\* they would have received in > the absence of the buyout procedure. > . The courts of appeal have ruled that decisions about corporations buyout law apply to LLC law and vice-versa. Therefore, plaintiff’s “right” was to BE BOUGHT OUT, and MY right was to DO THE BUYING. ---
**Author:** ![Koxinga](https://avatars.discourse-cdn.com/v4/letter/k/4af34b/32.png) [@Koxinga](https://boards.straightdope.com/u/Koxinga)\ **Post date:** [May 16, 2010, 7:20am UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/33 "2010-05-16T07:20:13Z")
In the words of Dieter, host of SPROCKETS: “Your narrative has become tiresome.” ETA: [Now is the time on Sprockets when we dance!](http://www.youtube.com/watch?v=QHZR9SA5pOg) ---
**Author:** ![MsWhatsit](https://avatars.discourse-cdn.com/v4/letter/m/eb8c5e/32.png) [@MsWhatsit](https://boards.straightdope.com/u/MsWhatsit)\ **Post date:** [May 16, 2010, 7:22am UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/34 "2010-05-16T07:22:20Z")
No way, man. These threads are gold. And it just wouldn’t be the same without the consecutive posts full of ALL CAPS and lengthy transcripts of court documents and name-calling of lawyers and judges and just general frothiness. Carry on, carry on. ---
**Author:** ![Stoid](https://sea3.discourse-cdn.com/straightdope/user_avatar/boards.straightdope.com/stoid/32/272_2.png) [@Stoid](https://boards.straightdope.com/u/Stoid)\ **Post date:** [May 16, 2010, 7:24am UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/35 "2010-05-16T07:24:45Z")
> [@Koxinga](#): > > In the words of Dieter, host of SPROCKETS: > > “Your narrative has become tiresome.” No doubt. But not nearly so tiresome as people telling me I’m full of crap and clueless and pathetic…until I offer up the facts, at which point they tell me it’s all too boring or just vanish altogether. Which I understand. It’s easy and entertaining to pass judgment without any information. It’s a slog and no fun to actually look at the information, especially if after you do you might have to say something like “Wow, I see your point. You might not be crazy after all.” How much fun is that? ---
**Author:** ![Elysian](https://avatars.discourse-cdn.com/v4/letter/e/c77e96/32.png) [@Elysian](https://boards.straightdope.com/u/Elysian)\ **Post date:** [May 16, 2010, 9:29am UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/36 "2010-05-16T09:29:02Z")
Okay…you say that the lawyers and judge were discussing section 17351 in the transcripts of your case. Then you go on to say that in the _unpublished_ case where the _defendant_ had been found guilty of fraud that they were ruling under section 2000. You did _not_ say that this was the case in which you are currently embroiled. So which is it? How about letting us read the entirety of the judgment of the lower court? So much of this confusion could be circumvented. I didn’t make it up about the time limit in the decree. You must not have read the part in section 17351 that states the membership interests will be valued by court appointed valuers and then: The court shall enter a decree that shall provide in the alternative for winding up and dissolution of the limited liability company unless payment is made for the membership interests within the time specified by the decree. Seems pretty clear to me that in section 17351 at least there can be a specified time limit. This occurs after the nonmoving parties elect to buy the membership interests but after the parties cannot agree a value. The disjointed way you are posting these things makes it very difficult to follow, you know: if you want constructive comments on the rulings in these cases you may want to let us have the actual texts, not snippets with your snark inserted in between. Otherwise it just looks like you’re spewing with rage at your judge and lawyers. ---
**Author:** ![Koxinga](https://avatars.discourse-cdn.com/v4/letter/k/4af34b/32.png) [@Koxinga](https://boards.straightdope.com/u/Koxinga)\ **Post date:** [May 16, 2010, 10:18am UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/37 "2010-05-16T10:18:14Z")
> [@Elysian](#): > > if you want constructive comments on the rulings in these cases . . . Which is all she was ever asking to begin with . . . 😉 (ISTM, IIRC, YMMV, etc. . . ) ---
**Author:** ![Stoid](https://sea3.discourse-cdn.com/straightdope/user_avatar/boards.straightdope.com/stoid/32/272_2.png) [@Stoid](https://boards.straightdope.com/u/Stoid)\ **Post date:** [May 16, 2010, 5:48pm UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/38 "2010-05-16T17:48:17Z")
> [@Elysian](#): > > Okay…you say that the lawyers and judge were discussing section 17351 in the transcripts of your case. Then you go on to say that in the _unpublished_ case where the _defendant_ had been found guilty of fraud that they were ruling under section 2000. You did _not_ say that this was the case in which you are currently embroiled. So which is it? I do not understand the nature of your confusion. We had an LLC. Corp Code 17351 refers to LLC. Our LLC was dissolved under 17351. Therefore, discussion in the case centered on Corp §17351, as you can see- the transcript begins with the judge saying exactly, this was an LLC, I’m dissolving it under 17351. As a lawyer, you are presumed to be perfectly clear on the fact that when you want to argue about how a law should be applied or interpreted, you refer to the decisions made by the courts of appeals, aka “case law”. LLCS are new. There is no case law specific to LLCS. (now there is, one case, but the issues were not the same, although the code section was) So you do not just start from scratch in figuring out any ambiguities or questions, you look to similar laws and similar cases, as the quote I offered above states. The LLC law, Corp §17351 is written in nearly identical language as the dissolution statute related to corporations, Corp §2000. The unpublished case was a corporations case decided under §2000 that, for the first time, included a question of whether it was acceptable to deny the buyout to the defendant (aka - the non-moving party). The answer was no. But in that case, they at least tried to come up with some kind of reasoning why the court should, which was the fact that the defendant really had done very bad things, so maybe that gave the judge the power, under equitable principles, to deny the defendant the right afforded to him by the statute. The trial court and the appellate court agreed that no, it did not give the court that power. Because the statute controls and the judge does not have discretion. Period. (Special proceeding created by statute, controlled entirely by statute) The transcript above is complete as far as the subject at hand. As you can see, there is no reason of any kind for the judge to have said okay, let’s forget all that law stuff. Unless you want to buy into the idea that while fraud isn’t a sufficient reason for the judge to have the power to discard the statute (the finding made in the Corp 2000 case), a preference for the Plaintiff’s prayer IS (what happened in mine). If you read the transcript, you see that Evil Lawyer is basically arguing to the judge that what the Legislature came up with sucks, and she should do it his way. And she goes for it. > [@](#): > > How about letting us read the entirety of the judgment of the lower court? So much of this confusion could be circumvented. No it wouldn’t because there’s nothing else in it that describes, explains or in any way whatsoever justifies the ruling. Everything regarding her interpretation of Corp Code 17351 and how it will be applied to this case is contained in what I quoted earlier - I can buy my own member interest for cash while the plaintiff can ALSO (my favorite part, that “also”) bid on the assets of the business along with everyone else. Every applicable word about how she arrived there is right here in this thread. Oh, except for the ruling on the hearing five months after that, and the conversation that happened the day BEFORE this dreck. I’ll post it, then you’ll have all of it. > [@](#): > > I didn’t make it up about the time limit in the decree. You must not have read the part in section 17351 that states the membership interests will be valued by court appointed valuers and then: > > The court shall enter a decree that > shall provide in the alternative for winding up and dissolution of > the limited liability company unless payment is made for the > membership interests within the time specified by the decree. > > Seems pretty clear to me that in section 17351 at least there can be a specified time limit. This occurs after the nonmoving parties elect to buy the membership interests but after the parties cannot agree a value. Right. That section clearly explains that the decree follows the court having stopped everything in response to the election, gotten the appraisal as requested, and then decreed that the buyout could proceed for X dollars. I was making my election, not responding to her decree. Which is what I’ve been saying all along: she denied my right to ever make the election to begin with, we never got near following the statutory procedures > [@](#): > > The disjointed way you are posting these things makes it very difficult to follow, you know: if you want constructive comments on the rulings in these cases you may want to let us have the actual texts, not snippets with your snark inserted in between. Otherwise it just looks like you’re spewing with rage at your judge and lawyers. Skip the snark and you are reading it in full, except for the very start, where the asterisks indicate a I deleted some unrelated comments. Look at the line numbers. It’s all there, the whole unbelievable thing, exactly the way it happened. And I actually broke it up to make it easier to follow. I’ve been accused of posting things that are way too long and dense and who wants to slog through all that? So here, chunk, comment, chunk comment. But ya can’t please 'em all. ---
**Author:** ![Stoid](https://sea3.discourse-cdn.com/straightdope/user_avatar/boards.straightdope.com/stoid/32/272_2.png) [@Stoid](https://boards.straightdope.com/u/Stoid)\ **Post date:** [May 16, 2010, 6:08pm UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/39 "2010-05-16T18:08:16Z")
> [@](#): > > The Court finds that Corporations Code section 173 51 (b) permits a party to avoid a dissolution > when the case is pending. Here, there has been a trial on the merits of whether the LLC should > be dissolved and the Court has issued an interlocutory judgment that the company be dissolved. > The Court finds that Corporations Code section 17351 does not apply after a judgment has been > entered on the issue of dissolution. This was the ruling in response to my actions trying to invoke my right, 5 months after the verdict, 3 months after my motions for reconsideration, etc, were denied, two months after the judgment was finally entered. And after I had offered her three cases in corporation case law on the same subject that say no time limits? After I offered corp cases that clearly showed that people were electing after judgment? And how is it possible that in the judgment itself, quoted previously, she was specifically granting me the right to buy my own member interest? What the hell does it even mean? Judgments that are nonsensical on their face are completely appealable for that reason alone. As an aside, I heard through an impeccable source that her own clerk stated to the mediation office, when they were asking what the hell she was on, didn’t she know the damn law (about a different topic and case) that she was pretty clueless, and just listened to the lawyer that talked the loudest. Which would be difficult to believe, except for the fact that she had spent her entire career in criminal law until just a year or two prior to my case, when she made the switch to civil. It explained a lot. ---
**Author:** ![Stoid](https://sea3.discourse-cdn.com/straightdope/user_avatar/boards.straightdope.com/stoid/32/272_2.png) [@Stoid](https://boards.straightdope.com/u/Stoid)\ **Post date:** [May 16, 2010, 6:46pm UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/40 "2010-05-16T18:46:00Z")
Now here’s teh conversation the day before. The judge plainly acknowledges that 17351 follows her adjudication: We wanted to bring in our business appraiser. This discussion ensued. (copy-pasted from a PDF, so it’s a little funkier. the other was the ASCII from teh reporter.) > [@](#): > > **Mr. Plaintiff’s counsel:** Your HONOR, UNDER 17351(B), > IF THERE IS ANY DISCUSSION OF PURCHASE OF INTEREST IN > THE LLC BEFORE **The Court** OR IS BEING SOUGHT, THAT > 281 > 1 THERE HAS TO BE COMPLIANCE WITH THIS CODE SECTION. > 2 **The Court** : I UNDERSTAND THAT. BUT I DON’T HAVE > 3 IT BEFORE ME. THAT RELATES TO DISSOLUTION AND WINDUP > 4 OF A COMPANY; RIGHT? > 5 **MR. Plaintiff’s Counsel:** THAT CODE SECTION IS WITH > 6 RESPECT TO PURCHASING – IT SAYS DISSOLUTION, > 7 AVOIDANCE OF THE DISSOLUTION OF MEMBERS, PURCHASING OF > 8 INTERESTS, VALUATION, STAY OF PROCEEDINGS, > 9 DETERMINATION OF FAIR MARKET VALUE, APPOINTING OF > 10 APPRAISERS, VALUATION DATE. > 11 SO WITH RESPECT TO APPRAISAL OF THE > 12 BUSINESS, APPRAISAL OF THE VALUE OF THE BUSINESS, > 13 DETERMINING THE MARKET VALUE OF THE BUSINESS, THAT’S > 14 THE CODE SECTION THAT BASICALLY IS OFFERED. > 15 **The Court** : THAT’S CORPORATIONS CODE? > 16 **MR. Plaintiff’s Counsel:** THAT’S CORRECT. CALIFORNIA > 17 CORPORATIONS CODE 17351. > 18 **The Court** : OKAY. WE’LL BE IN RECESS. > 19 > 20 > 21 > 22 > (RECESS. ) > > **The Court** : ALL RIGHT. THE QUESTION IS, AND > 23 ACTUALLY THERE WAS NOTHING IN THE PAPERS ABOUT IT, AND > 24 THE WHOLE POINT OF MY ASKING FOR THE PAPERS WAS WHAT > 25 WAS THE OFFER OF PROOF AS TO WHY THE EXPERT WOULD BE > 26 TESTIFYING OTHER THAN ON THE ISSUE WHICH THE PLAINTIFF > 27 JUST RAISED, WHICH I REVIEWED IN THE CORPORATIONS > 28 CODE, ABOUT THE WAY THE – A BUSINESS IS VALUED AND > 282 > 1 DISSOLVED. > 2 AND SO I ACTUALLY DIDN’T GET THAT > 3 INFORMATION. ALL I GOT WAS ONE LINE. THE DOCUMENTS > 4 REVIEWED, AND THE PREPARATION OF 565, AND APPRAISAL OF > 5 GDI. SO I WANT TO KNOW – AND I’LL ASK JUST FOR THE > 6 LAST TIME AND THEN WE’RE GOING TO MOVE ON – WHAT IS > 7 THE RELEVANCE OF THIS EXPERT OTHER THAN TO CIRCUMVENT > 8 THE PROCEDURES OF THE CORPORATIONS CODE SECTION THAT > 9 WAS PREVIOUSLY MENTIONED? > 10 > 11 > **MR. Stoid’s counsel:** THANK YOU. I’LL ADDRESS THAT SPECIFIC QUESTION. > **THE PROVISIONS OF SECTION 17351 > 12 ARE NOT AUTOMATIC. THEY ARE PROVISIONAL. THEY DEPEND > 13 ON A FINDING BY The Court IN THE PRIOR STATUTE, 350, > 14 OF A REASON TO DISSOLVE THE CORPORATION. AND WE ARE > 15 HERE MORE SPECIFICALLY UNDER 17350 SUBPARAGRAPH (C), > 16 UNDER ENTRY OF DECREE FOR JUDICIAL DISSOLUTION. THIS > 17 HAS NOT BEEN AGREED ON BY THE BOARD OF DIRECTORS NOR > 18 HAS IT REACHED – > 19 The Court: THERE IS NO BOARD OF DIRECTORS. > 20 I’LL BE MAKING THAT FINDING.** THERE IS NO BOARD OF > 21 DIRECTORS. SO WE DON’T EVEN HAVE TO GO THERE. > > 22 **MR. Stoid’s counsel:** THANK YOU, YOUR HONOR. IN > 23 SUBPARAGRAPH (A) OF 17351, IT INDICATES THE DISCRETION > 24 OF **The Court**. IT SAYS **The Court** MAY DECREE THE > 25 DISSOLUTION BASED ON FIVE FACTORS. AND IT IS THE > 26 POSITION OF THE DEFENDANTS THAT THOSE FIVE FACTORS > 27 HAVE NOT BEEN PROVED AND WILL NOT BE PROVED. > 28 BUT IN ADDITION, IF THE PROCEDURES OF > 283 > 1 SECTION 17351 MOVED FORWARD, THEY WOULD REQUIRE > 2 CONFORMITY WITH 17351(B) (2), SUBPART B. I’M SORRY. > 3 THE TESTIMONY HAS SHOWN, AT LEAST WHAT HAS COME IN SO > 4 FAR, THAT THE DEFENDANT HAS BEEN CONSISTENTLY > 5 ATTEMPTING TO ARRANGE FOR A PACKAGE PURCHASE OF BOTH > 6 THE RESIDENCE AND THE BUSINESS. > 7 IN SUBSECTION (2) (B), IT SAYS IF THEY ARE > 8 UNABLE TO AGREE WITH THE MOVING PARTY ON THE FAIR > 9 MARKET VALUE OF THE MEMBERSHIP INTEREST, WHICH IS TO > 10 SAY THE BUSINESS, THE DILEMMA WE HAVE HERE – AND I’M > 11 SORRY, YOUR HONOR, MAYBE I DIDN’T EXPLAIN IT PROPERLY > 12 IN THE POINTS AND AUTHORITIES. WE – THIS WAS NEVER > 13 MEANT TO BE A CHOOSE FROM COLUMN A, CHOOSE FROM COLUMN > 14 > 15 > B DEAL. > THE INDIVIDUAL DEFENDANT HAS BEEN > 16 DESPERATELY TRYING AGAINST NO RESPONSE WHATSOEVER TO > 17 MAKE THOSE REASONABLE OFFERS TO CARRY OUT TWO > 18 DIFFERENT PROVISIONS, YOUR HONOR. ONE WOULD HAVE BEEN > 19 THE ORAL AGREEMENT OF JANUARY THAT’S BEEN TESTIFIED > 20 TO. AND THE SECOND WOULD BE TO CARRY OUT THE > 21 PROVISIONS OF THE SUBSECTION (2) (B), WHICH SAYS WE’RE > 22 ATTEMPTING TO ARRIVE AT THE REASONABLE VALUE. > 23 WE CANNOT GET A RESPONSE FROM THE > 24 PLAINTIFF. I’M NOW GOING TO MAKE AN ARGUMENT – AND > 25 YOUR HONOR, I’M SORRY, I DON’T KNOW IF IT’S PROPER OR > 26 IMPROPER. IN THE COURSE OF THIS LITIGATION WE WERE > 27 ORDERED TO MEDIATION. WE BELIEVE THAT THAT ORDER > 28 REQUIRES COUNSEL AND PARTIES TO PARTICIPATE IN GOOD > 284 > 1 FAITH. I DON’T KNOW WHETHER I’M ALLOWED TO GO INTO > 2 THE FACT THAT – > > 3 **The Court** : DON’T DISCUSS THE MEDIATION. THAT’S > 4 ILLEGAL. > 5 **MR. Stoid’s counsel:** THANK YOU. THAT’S WHY I WASN’T > 6 SURE. MAY I INQUIRE, YOUR HONOR, WITHOUT DISCUSSING > 7 ANY DETAILS WHATSOEVER, MAY ONE STATE WHETHER ONE > 8 PARTY – MAY ONE ARGUE WHETHER ONE PARTY PARTICIPATED > 9 IN THE – > 10 **The Court** : YOU KNOW, WE’RE REALLY GETTING FAR > 11 AFIELD. > 12 > 13 > > **MR. Stoid’s counsel:** I’VE GIVEN > **The Court** : THANK YOU. LOOK, I’M GOING TO ALLOW > 14 THE EXPERT TO TESTIFY. NOT IN PLACE OF FOLLOWING > 15 17351, BUT BECAUSE OF THE ARGUMENTS THAT ARE BEING > 16 MADE AS TO THE EQUITIES INVOLVED, IT’S GOING TO BE > 17 EASIER FOR ME TO FASHION MY ORDER IF I HAVE SOME IDEA > 18 OF WHAT THE CLAIMS ARE AS TO THE VALUE OF THE > 19 BUSINESS. AND, YOU KNOW, HOW MUCH TIME AND MONEY AND > 20 SO FORTH WE’RE GOING TO SPEND ON THE APPRAISALS AND > 21 EVERYTHING THAT WE’RE GOING TO GO THROUGH, IF > 22 NECESSARY. > 23 OKAY. SO I AM GOING TO ALLOW THAT. WITH > 24 RESPECT TO THE ORAL OFFERS TO EXERCISE THE RIGHT OF > 25 FIRST REFUSAL, THERE WAS ONE ARGUMENT IN THE DEFENSE > 26 PAPERS THAT WAS OF NOTE. AND IT WAS THE FACT THAT THE > 27 PLAINTIFF PUT ON EVIDENCE THAT THE PLAINTIFF HAD MADE > 28 OFFERS TO PURCHASE THE PROPERTY FOR $XXX. THAT HE > 285 > 1 WAS GOING TO HAVE IT – THAT HE WAS GOING TO OBTAIN > 2 THE MONEY FROM HIS PARENTS WHO WERE WILLING TO PAY AND > 3 SO ON AND SO FORTH, AND THAT IT WAS REFUSED. > 4 OKAY. BUT THEN THE PLAINTIFF IS OBJECTING > 5 TO THE DEFENSE PUTTING ON EVIDENCE THAT THE DEFENDANT > 6 MADE ANY OFFERS TO PURCHASE. > > 7 **MR. Plaintiff’s Counsel:** NO, YOUR HONOR, WE’RE NOT > 8 OBJECTING TO DEFENDANT MAKING SUCH SHOWING. WHAT > 9 WE’RE OBJECTING TO IS WHAT THE OTHER SIDE SEEMS TO BE > 10 SEEKING, WHICH IS SOME TYPE OF A DISSOLUTION OF OR > 11 PARTITION OF THIS PROPERTY BY WAY OF APPRAISAL THROUGH > 12 A PRESENTATION OF EXPERT TESTIMONY. THERE IS NO > 13 EVIDENCE THAT I KNOW OF THAT SHOWS THAT – > 14 **The Court** : THAT’S A DIFFERENT ISSUE. > 15 **MR. Plaintiff’s Counsel:** THAT’S WHAT I’M SAYING. > 16 **The Court** : I’M TALKING ABOUT THE ORAL OFFERS. > 17 **MR. Plaintiff’s Counsel:** ORAL OFFERS WERE MADE AND > 18 THERE WAS NEGOTIATION. WE HAVE AGREED THAT THERE WAS > 19 AN OFFER MADE BY THE DEFENDANT. **The Court** HAS HEARD > 20 WHAT THAT OFFER WAS. AND **The Court** HAS HEARD WHAT > 21 PLAINTIFF’S OFFER WAS. THESE FOLKS DIDN’T REACH AN > 22 AGREEMENT. AND THAT’S WHERE WE ARE. > 23 WHAT WE’RE OBJECTING TO WITH RESPECT TO > 24 THE EXPERT IS WE DON’T SEE HOW THAT, IN LIGHT OF THE > 25 THE PROCEDURE DESCRIBED IN THE CODE, SPECIFICALLY > 26 17351, HOW ONE EXPERT’S APPRAISAL HAS ANYTHING TO DO > 27 WITH THE BALANCE OF THIS PROCESS. EVEN IN BALANCING > 28 EQUITY RIGHTS. > 286 > 1 AND I JUST WANT TO MAKE SURE THAT MY > 2 OBJECTION IS PRESERVED AND WE’RE NOT WAIVING THAT > 3 OBJECTION. BUT WITH RESPECT TO **The Court** , IF THE > 4 COURT WISHES TO HAVE THAT TESTIMONY HEARD AND THEN > 5 MAKE RULINGS ACCORDINGLY THEREAFTER, THAT’S FINE. BUT > 6 I JUST WANTED TO HAVE THAT BROUGHT TO **The Court** ’S > 7 ATTENTION THAT WE SUBMIT, GIVEN THE FACT THAT THESE > 8 ASSETS ARE OWNED BY AN LLC,\*\* AND GIVEN THE FACT THAT > 9 THE LLC IS OWNED BY TWO INDIVIDUALS, THAT THERE > 10 SHOULDN’T BE ONE PARTY HAVING ANY KIND OF POWER OR > 11 AUTHORITY OVER THE OTHER ONE. > 12 THE WHOLE POINT OF THIS SECTION IS TO KEEP > 13 IT A LEVEL FIELD SO THAT ALL MEMBERS HAVE THE RIGHT TO > 14 BE THE PURCHASING MEMBER. THAT’S ALL. THANK YOU.\*\* > > 15 **The Court** : I THOUGHT I MADE IT CLEAR IN MY > 16 RULING THAT THE EXPERT TESTIMONY WOULD NOT BE > 17 CONSIDERED IN DETERMINING THE VALUE OF THE BUSINESS. > 18 SO IF THAT’S THE PURPOSE FOR WHICH IT’S BEING PUT ON, > 19 IT’S NOT GOING TO BE CONSIDERED FOR THAT. > 20 IF **The Court** DETERMINES THAT PLAINTIFF IS > 21 CORRECT AND THE BUSINESS SHOULD BE DISSOLVED AND WE GO > 22 THROUGH THAT PROCESS, IF IN DETERMINING THE EQUITIES > 23 OF THE PARTIES THE DEFENSE BELIEVES THAT THE EXPERT > 24 TESTIMONY IS RELEVANT ON THAT ISSUE, I’M NOT GOING TO > 25 DENY THEM THE ABILITY TO PUT THEIR EXPERT ON FOR THAT. > 26 BUT I WANT TO MAKE IT CLEAR THAT THAT’S > 27 WHAT I’M DOING. AND IF THE DEFENSE DOES NOT WANT TO > 28 WASTE THE TIME AND MONEY PUTTING THE EXPERT ON FOR No in between commentary. You now have it all. Every single word relating to the application of Corporations Code 17351 to my case and my life and what I’m appealing. (I’m appealing other things as well, but this particular issue, in my opinion, is as close to a slam-dunk as it’s possible to get in a court of appeal. The judge made a big fat pile of crap that makes absolutely no legal or logical sense whatsoever, eats its own tail, and cannot possible be affirmed, I just don’t see how. But hey, they are the experts, maybe they will find a way. I pray not. We’ll see within a few weeks. [Previous page](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510.md?page=1) [Next page](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510.md?page=3)