# 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:** 8
**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 18, 2010, 10:03am UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/141 "2010-05-18T10:03:28Z")
> [@Kimmy\_Gibbler](#): > > **Stoid** , I think you may have skipped over [this post](http://boards.straightdope.com/sdmb/showpost.php?p=12466251&postcount=118). I think I can say without fear of contradiction that we’re all very interested to see your response. No, I’ve set aside a few posts that seem to call for more effort. It’s late. But I had started to put it together yesterday, then decided not to for one big reason above all others. I just wrote something about how crazy I seem when I describe what this case has been like. i KNOW that, because I’m living it. And the thing that will save me from being dismissed as a nutjob by the appeals court is the record. It’s all there. I said 90% was on paper, it’s actully 98%. Ultimately, my brief is structured primarily as a map to the record, which you have to read in order to get it. And since I can’t and won’t post the 1100 pages of transcript and 1100 pages of documents, posting the brief would lead to a bunch of people telling me I must not have it right, the way it’s been going all along. So I post things, and people say it isn’t enough, I post more, still not enough, I post more and it’s too much no one’s going to read all of that. So how do I win here? If you’re honest you have to admit there’s a good chunk of people in this who won’t let me, no matter what I provide to support what I’m telling you, whether it’s law or evidence. So tell me, what is it you’re looking for in asking for this? To see if I did a better job telling the story to the court than here? Of course I did, I killled myself working on it for weeks with my best friend. I wrote it a dozen ways. It was 30,000 words when I started, 13,000 when I finished. But now I see all the places I could have should have done it better, clearer. I have to say it’s really stupid when people rag me about my posts. For fuck’s sake I’m writing as fast as I can in response to a barrage of relentless criticism and skepticism about my sanity. my self-awareness, and my integrity, not to mention my intelligence and comprehension. On a message board. Give me a break already. (Not to mention being forced, because people are so lazy and disrespectful, to re-post and re-explain over and over again. I’m sorry my posts are not instantly crystalline the minute you skim them, but if you’d just slow the fuck down and read them, you’d find they aren’t gibberish, either.) But seriously…what are you looking for, specifically? I can pull it out perhaps, if you can consider it without defaulting to a “there must be something missing” position in response to your feelings of disbelief. Lemme reiterate: what happened here was unfuckingbelievable, if that hasn’t been made clear. And I tried to defend myself against it, you guys have made me paranoid. (It’s really only here. My real world attorney contacts all think I’m pretty awesome, which I don’t talk about too much because it tends to trigger snotty remarks about my delusions, so why bother) so I closed my brief in a very personal way after trying to be very removed thougout: > [@](#): > > Conclusion > Stoid is blessed with good friends who believed she had been wronged, believed in her ability to restore the good will and other losses the business itself had suffered, and believed in her ability to act as her own representative and reverse the erroneous rulings that led to the situation. So they backed her with almost every penny they could scrape together. > > At the time of the auction sale, the accounting was not an issue and Stoid anticipated that this brief would be filed by the end of the year and that it would all be over by now. Instead, Stoid’s time and energy have been almost completely monopolized by this case. Barely a month went by when there wasn’t a motion, a hearing, a writ, a trial, a judgment, an eviction, a fight of some kind that she not only had to address like any licensed attorney would, she had to be professor, student, attorney, and paralegal all at once in order to make sure she did so effectively. > > And on that note, if this Court will indulge a moment of candor and plain speaking from a self-represented litigant: the record provided is voluminous, and this brief is long (and undoubtedly rife with flaws, hopefully none fatal.) The practice guides say it’s critical to make sure that the record is sufficient, but also caution against excess, then against allowing any appearance that meaningful information is being deliberately withheld. > > Stoid is also acutely aware of the skepticism with which self-represented parties are frequently regarded by the legal community, and doesn’t doubt that it is earned. But that made her task, of sorting out the details of this very contentious, convoluted, and at times truly incredible case, extremely difficult. > > With time and energy draining away, Stoid has done her best to give this court everything it requires to be able to fairly and accurately review the errors made in this case, including her own; so long as the whole story is told, and told with rigorous honesty, Stoid disowns nothing in it. > > Respectfully submitted, > > Stoid, Appellant in Pro Per ---
**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 18, 2010, 10:52am UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/142 "2010-05-18T10:52:53Z")
And by the way, that partition saga isn’t isolated. I’ve had a lot of experience in this case of being told I’m wrong about the law, then, when push comes to shove and brief comes to brief… I’m right. Every single time, and most of the time, it was ultimately acknowledged in some way by the court, as it was above. Only I wouldn’t get the benefit of it by hte time it was acknowledged, as above. I mean really, look at that: it’s the LLC thing all over again. She was full of shit on the partition, she just wanted to rule that way and thought she could get away with it, and come up with a cheesy way to justify herself that was irrefutably full of shit. All this really happened, people, I’m not making it up and I’m not leaving out something critical that will make her legit and reveal my insanity. I HAVE LAWYERS IN REAL LIFE LOOKING AT THIS. Cripes. ---
**Author:** ![treis](https://avatars.discourse-cdn.com/v4/letter/t/bc79bd/32.png) [@treis](https://boards.straightdope.com/u/treis)\ **Post date:** [May 18, 2010, 11:26am UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/143 "2010-05-18T11:26:00Z")
> [@Stoid](#): > > You don’t need to find them in Google, try reading post #75 and #76. Complete opinions for you to parse at your leisure. A bald faced lie. Your post #75 is missing the first paragraph of Reese v Darden: > [@](#): > > Defendant Darden, hereinafter referred to as defendant, appeals from (1) an order of the trial court entered October 30, 1950, providing for a stay of dissolution of defendant corporation pursuant to the provisions of sections 4658-59 of the Corporations Code upon defendant’s filing a bond in the sum of $12,000, and particularly from the portion of such order providing that defendants convey to plaintiff a certain parcel of real property as a condition precedent to staying dissolution of defendant corporation, and (2) an order entered November 21, 1950, vacating the order entered October 30, 1950, because of the failure of defendant to convey the parcel of real property described in the order of October 30, 1950, to plaintiff. > **[Reese v. Darden](https://lawlink.com/research/cases/26323/reese-v-darden)** > > Reese v. Darden \[106 Cal.App.2d 699\]Reese v. Darden, 106 Cal.App.2d 699\[Civ. No. 18435.Second Dist., Div. Two.Oct. 4, 1951.\]ARTHUR L. REESE, Respondent, v. CHARLES S. DARDEN, Appel You intentionally left out this one paragraph because it renders the case useless for you. Pretty shady I have to say. ---
**Author:** ![Bricker](https://avatars.discourse-cdn.com/v4/letter/b/977dab/32.png) [@Bricker](https://boards.straightdope.com/u/Bricker)\ **Post date:** [May 18, 2010, 11:33am UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/144 "2010-05-18T11:33:12Z")
(withdrawn) ---
**Author:** ![Merejane](https://avatars.discourse-cdn.com/v4/letter/m/a6a055/32.png) [@Merejane](https://boards.straightdope.com/u/Merejane)\ **Post date:** [May 18, 2010, 12:25pm UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/145 "2010-05-18T12:25:25Z")
Stoid, you say that you have already answered the questions in post #97, but you absolutely have not. I believe that _you_ believe that you have, but – you haven’t. I think that maybe the problem is that you don’t understand what it means to make an application. You _don’t_ make a 17351(b)(2) application by mentioning something in a hearing, or by making motions to reconsider, vacate, or for a new trial. The application would have to be in writing and should refer specifically to the applicable statutory section. But let me ask you two very specific questions: was there a specific written filing that you consider to be your application under 17351(b)(2), and what was the amount of the bond that you gave? [For the record, I am not giving you legal advice and I am not your lawyer.] ---
**Author:** ![Shodan](https://avatars.discourse-cdn.com/v4/letter/s/9f8e36/32.png) [@Shodan](https://boards.straightdope.com/u/Shodan)\ **Post date:** [May 18, 2010, 1:14pm UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/146 "2010-05-18T13:14:54Z")
> [@Stoid](#): > > I just wrote something about how crazy I seem when I describe what this case has been like. At least you retain that much insight. > [@](#): > > And the thing that will save me from being dismissed as a nutjob by the appeals court is the record. It’s all there. No, it won’t, because “it’s all there” except for the parts you don’t want to see because they show you to be wrong. **treis** ’ example of your editing out the paragraph that blows your argument out of the water is a good one. > [@](#): > > So I post things, and people say it isn’t enough, I post more, still not enough, I post more and it’s too much no one’s going to read all of that. Not the case. No one has said that you don’t post enough. Everyone says that you post way too much. The fact that you cannot post a short, succinct statement of your case - not eighteen posts in a row with huge swathes of cut-and-paste, a short, clear summary - means that you have not thought it thru to the point that you can argue it coherently. Arguments in court are not like arguing on the SDMB. You actually have to prove your case, to \*\*someone else’s \*\*satisfaction, and that someone knows a whole lot more about the topic than you do. That someone is not going to shrug his shoulders and let you think you won because you buried him in ten thousand words of irrelevant bullshit. He is not going to accept cites that are not on point. And most of the rest of the world is not going to accept your word for it that he is biased and evil and incompetent and stupid because he has seen exactly this kind of thing a hundred times before and lets you have your say and then rules against you. Regards, Shodan ---
**Author:** ![Bricker](https://avatars.discourse-cdn.com/v4/letter/b/977dab/32.png) [@Bricker](https://boards.straightdope.com/u/Bricker)\ **Post date:** [May 18, 2010, 1:19pm UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/147 "2010-05-18T13:19:41Z")
> [@Stoid](#): > > 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. Did your ex take over his own representation from the court’s perspective, or does the docket still show him as represented by counsel? ---
**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 18, 2010, 2:03pm UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/148 "2010-05-18T14:03:50Z")
> [@Elysian](#): > > Read that case again, Stoid. Nothing in that case says he acted after judgment. In fact, it says that the defendant owned more than 50% of the OUTSTANDING shares. Please tell me how a defendant can own more than 50% of the OUTSTANDING shares of a company that no longer exists? > > Read it again - the defendant clearly elected to buy the plaintiff’s shares BEFORE the judgment, Well, as you are about to see, you are mistaken. While I believe your passion is sincere, what you believe is clear is not clear at all, and in fact you are in error. > [@](#): > > and they had a disagreement about the price of the shares. That’s a necessary component to invoke the statute, there’s nothing revealing in that fact. > [@](#): > > The appellate court actually goes on to say that the trial court should have issued a stay of proceedings AT THAT POINT (i.e. before the proceedings were over, i.e. before judgment!) to fix the value of the shares according to the statute! well, I have reviewed every single sentence of the opinion and I do not see that language anywhere in the opinion itself (it does appear in quoted passages of the statute) > [@](#): > > How can a court issue a stay of proceedings when the proceedings are over? Exactly the way I said they could and marejane (sp?) told me made no sense. It’s because the statute is poorly worded, making it potentially confusing. But you can stay court proceedings directed towards a trial on a cause of action for dissolution of a business entity, and you can also stay the proceedings involved in the dissolving. “Proceedings” just means “collection of activities directed towards a particular goal”, you are the one who is wedded to the idea that the word “proceedings” has one particular meaning here, and you have no reason to believe that, it hasn’t been codified anywhere that this is the way to read it. You also seem to think that the order to dissolve and the decree of being dissolved are the same when they aren’t. One is “start” the other is “done”. Corp exists until “done”. > [@](#): > > The election was BEFORE the judgment! Read it again! I did. And if you read it a thousand times you will never find that. But you were so sure, I gave you the respect of thinking you might be right and I might have missed it. So I went over every line. > [@](#): > > Defendant Darden, hereinafter referred to as defendant, appeals from (1) an order of the trial court entered October 30, 1950, providing for a stay of dissolution of defendant corporation pursuant to the provisions of sections 4658- 59 of the Corporations Code upon defendant’s filing a bond in the sum of $ 12,000, Trial court entered an order 10/30 to stay the dissolution of the corporation. So it’s not dissolved yet. But unfortunately we don’t know how this date relates to the date of judgment. > [@](#): > > and particularly from the portion of such order providing that defendants convey to plaintiff a certain parcel of real property as a condition precedent to staying dissolution of defendant corporation, The extra provision. > [@](#): > > and (2) an order entered November 21, 1950, vacating the order entered October 30, 1950, because of the failure of defendant to convey the parcel of real property described in the order of October 30, 1950, to plaintiff. Defendant didn’t do it. Court vacated the order, essentially taking back the defendant’s stay. This was what the defendant appealed. He wanted to have his buyout right honored without anything extra inserted. (And this is what the case stands for: trial court can’t add any conditions) > [@](#): > > Facts: Plaintiff filed a complaint containing four alleged causes of action, one for declaratory relief, the second for an accounting, ok > [@](#): > > the third for specific performance of a contract whereby defendant corporation agreed to sell a parcel of land known as Lot 1 to plaintiff, Make corp sell me the land > [@](#): > > and the fourth for dissolution of defendant corporation. Dissolve the corp > [@](#): > > After trial The trial was held and the issues were adjudicated. The court entered judgment. > [@](#): > > the court found (a) with reference to the first cause of action which sought to have the parties’ rights declared with reference to a lease and promissory note that an indebtedness which defendant Darden claimed against the defendant corporation had been paid and ordered cancellation of the note evidencing such indebtedness; Court declared as requested. on cause one > [@](#): > > that the second cause of action seeking an accounting should be dismissed without prejudice; Dismissed accounting ( > [@](#): > > c) that the third cause of action should be dismissed without prejudice because plaintiff “in open court, agreed not to enforce the specific performance of” his “contract if other proper relief were granted plaintiff in plaintiff’s fourth cause of action”; Dismissed forcing the corp to sell the land, because plainitff agreed that if he got the dissolution, he would not try to enforce this sale to him under the contract. > [@](#): > > and (d) on the fourth cause of action judgment was given in favor of plaintiff ordering dissolution of defendant corporation > [@](#): > > and providing that in the event of the dissolution of the corporation there should “be distributed to” plaintiff “as a part of his share, the real property described in plaintiff’s third cause of action in plaintiff’s complaint,” to wit, the parcel of land known as Lot 1. As part of the judgment for dissolution, the court said the plaintiff would get the land he asked for in his third cause of action. > [@](#): > > This judgment has become final, plaintiff not having appealed therefrom and defendant’s appeal having been dismissed upon plaintiff’s motion. Judgment for dissolution final. So far, the only things we can be absolutely certain about, because they are the only things spelled out clearly, not requiring any speculation or interpretation of any kind are these: Plaintiff’s causes of action, the fact that trial was held and judgment given, the fact that the defendant appealed and the plaintiff got it dissmissed, and the plaintiff didn’t appeal so the judgment became final. We also know that at some point, and so far we don’t know when, the defendant made his election under the buyout statute, teh court granted it with conditions, the defendant didn’t act and the stay order was vacated. This appeal is from that stay order itself, because the defendant didn’t like it. Presumably, because he had appealed it, that’s why he didn’t feel the need to act on it and allowed the time to pass and the trial court to vacate it. But that’s a presumption based on what we do know for sure. So now the court is considering the questions presented: > [@](#): > > Questions: First: Did the trial court in making its order of October 30, 1950, staying dissolution of defendant corporation, exceed its power in requiring, as a condition precedent to the granting of the stay of dissolution, that defendant Darden convey to plaintiff Lot 1 Straightforward enough, and doesn’t reveal anything about when anybody did anything relative to the judgment. > [@](#): > > Yes. Section 4658 of the Corporations Code reads as follows: > > > [@](#): > > > > "In any such suit the holders of 50 percent or more of the outstanding shares of the corporation may avoid the appointment of a receiver or the dissolution of the corporation by purchasing the shares of stock owned by the plaintiffs at their fair cash value. > > > > “If the holders of 50 percent or more of the outstanding shares of the corporation (a) elect to purchase the shares owned by the plaintiffs, and (b) are unable to agree with the plaintiffs upon the fair cash value of such shares, and (c) give bond with sufficient security to protect the interests and rights of the plaintiffs and to assure to the plaintiffs the payment of the value of their shares, the court shall stay the proceeding and shall proceed to ascertain and fix the value of the shares owned by the plaintiffs.” Language of the statute. You seem to believe that “outstanding” means something particularly conclusive in the context of timing. I’m no expert, but what I do know doesn’t enlighten me about why you think this, since the term “outstanding shares” not only has a degree of variety, but is largely understood to simply mean the shares that are not owned by the corporation itself - they could be owned by Joe Sixpack, or the CEO, or whatever…they are just shares, really. I think a more accurate name would be the issued shares either owned or available for purchase. But nothing about that seems to me to matter at all to these issues, since the language just says “holders of outstanding shares” shareholders. What’s the big meaningful deal you are convinced is here? Please enlighten me. > [@](#): > > Section 4659 of the Corporations Code provides for the appointment of commissioners to appraise the value of the shares of stock owned by the plaintiff and for the award, decree, enforcement, appeal, and payment for and transfer of the shares. In the present case defendant’s affidavit disclosed that he met the requirements of section 4658 of the Corporations Code, supra, in that he owned more than 50 per cent of the outstanding shares of stock of defendant corporation; that he elected to purchase plaintiff’s shares of stock and that he and plaintiff were unable to agree on the fair value of the shares. This is part of the filing of a motion under the statute. There’s nothing in here except what would be here in a motion filed before or after. > [@](#): > > Under such conditions it is mandatory for the court to issue a stay of proceedings and to proceed to ascertain and fix the value of the shares of stock to be purchased by defendant. ( Merlino v. Fresno Macaroni Mfg. Co., 64 Cal.App.2d 462, 463 et seq. [148 P.2d 884].) Court has to do it. > [@](#): > > In addition, defendant filed the bond required by the court. The other condition prescribed by the order was erroneous because beyond the power of the court whose jurisdiction was limited by the cited sections of the Corporations Code. This is the import of the whole case. > [@](#): > > Second: Were there equitable considerations which justified the condition prescribed relative to the transfer of Lot 1 in the order of October 30, 1950 Question > [@](#): > > No. The case of Richman v. Bank of Perris, 102 Cal.App. 71 [282 P. 801], relied on by plaintiff, is clearly distinguishable on its facts from those which obtain in the present case. In the Richman case the president of the bank had absconded with over $ 40,000 of the bank’s capital. At a special meeting of the board of directors an assessment was levied upon the stockholders, and the absconding president having failed to pay his assessment his stock was sold and enough money realized to replace the impaired capital of the bank. A third party, after the transaction had been completed and the stock transferred on the books of the bank, levied an attachment on the interest of the president in the stock and obtained a judgment against him. His interest in the stock was sold under an execution issued pursuant to the judgment. The purchaser of the stock then attacked the validity of the assessment claiming that under his execution sale he was the owner of the stock, but he made no offer to do equity by tendering to the purchasers who had purchased the stock at the assessment sale the amount they had paid. > > The appellate court, after holding that the assessment as levied was invalid due to faulty proceedings, then decided that the absconding president could not have recovered his stock on account of the illegality of the assessment sale unless he did equity by paying to the persons who purchased the stock at the assessment sale the amount they had paid for it, and that the president’s execution creditor stood in no better position than he. Therefore, since no offer to do equity had been made, the plaintiff was not entitled to the relief prayed for. A description of a different case and one that is being distinguished, so there’s nothing here either. > [@](#): > > Such case clearly is not applicable in the present situation. Here plaintiff voluntarily waived any right to specific performance which he could have obtained in the action that he had filed. Speaks for itself, a repeat of what we already know: Plaintiff waived his 3rd cause of action in exchange for his fourth, dissolution. > [@](#): > > He permitted the trial court to determine that Lot 1 was part of the assets of the corporation and obtained a judgment for dissolution thereof. Yes. > [@](#): > > He was presumed to have known the law that defendant Darden, who was a majority stockholder in the corporation, could avail himself of the provisions of sections 4658 and 4659 of the Corporations Code. MY ANALYSIS OF WHY THE ELECTION CAME AFTER (And it requires analysis since it is never spelled out in the case with certainty.) Okay, here’s where it’s a little trickier. Why is the court saying this? If Reese knew that Darden could avail himself of this, and yet the court is talking about it in a way that suggests that Reese is unhappy and he should have known better. If Darden acted before the trial, not after, why would the court say this? What does it have to do with the question presented? I don’t know, because I did read the description here, but I didn’t read the briefs and I’m not going to read the case itself, so I can’t say. But it seems that because the question is about equitable considerations, somehow it’ being argued that Darden probably did something icky that Reese argued made it acceptable to layer in the forced sale of property to him in the buyout. NOW… if Darden moved BEFORE trial to buy out Reese to avoid dissolution, on what basis would the trial court have felt it had reason or right to impose the condition on Darden, seeing as how evidence had not yet been taken on Reese’s cause of action for specific performance? Since when do trial courts just take your word for it before trial, act, then hold the trial and take evidence and issue judgment on the thing they acted on before judgment? Is it your argument that this is what the trial court must have done? is it your experience and observation that courts generally operate like this? Doesn’t it make more sense that Darden made his election after judgment, and because Reese had both been nice enough to sort of “trade” specific performance in if he got the dissolution (whcih he was no doubt willing to do because dissolution would mean the sale of the assets of the corporation, including the parcel of property, and he could buy it anyway), the trial court felt it was equitable to include the land in the election that basically managed to undo Reese’s plan entirely, by following the judgment that dismissed the specific performance in exchange for dissolution, then stopping the dissolution, and thereby completely preventing Reese from ever legally getting his hands on the property? > [@](#): > > He made no effort to correct any error in the judgment by moving for a new trial, appealing, or filing a counterappeal. Why would he want to if Darden’s election had come and gone? > [@](#): > > On the contrary he moved for and obtained a dismissal of the appeal taken by defendants from the judgment. Hmm. They are remarking that it’s basically Reese who created the conditions he’s now not going to be happy about… > [@](#): > > Therefore plaintiff is bound by the judgment and equitably so since the appraisers, in taking into consideration the value of plaintiff’s shares of stock, will undoubtedly include as an asset of the corporation Lot 1 and he will indirectly receive all the benefit that he is entitled to under the judgment as originally entered. In other words, he’ll get what the property was worth when he gets paid off. You know, I didn’t really notice it until now, but this case actually has a lot of parallels to mine! > [@](#): > > It is ordered: > > (1) That the order entered November 21, 1950, dissolving the order entered October 30, 1950, be and it is hereby reversed; > [@](#): > > (2) That Paragraph V of the order of October 30, 1950, with the exception of the words “Dated: October 30, 1950.” at the end thereof, be stricken, and as thus amended such order is affirmed. So Darden got his buyout and Reese got his cash. A happy ending all around. So… where in here is the irrefutable and immutable fact that Darden acted before the trial? It’s not here. Because he didn’t. And I have the proof, not my opinion. > [@](#): > > I have been very carefully reading your posts this entire time and trying to reply to them as clearly and informatively as I can. I’m not missing things, I’m asking questions because your disjointed way of stating your argument is confusing me. I accept that you are confused. I reject that I am responsible for your confusion and I submit, on the basis of this case and our debate and dissection of it, that your confusion is self-created. You pick a place you want to land and find a way you think gets you there, instead of opening yourself to finding out where the road actually leads. And perhaps that’s a by-product of a legal education. You have to find a way to support your side. On the other hand, I have to know what’s really real and really true because while I’d like to win.. I can’t afford, in any sense of the word, to waste my time on a pointless exercise for the sake of my pride or my ego or my need to be right or my hopes and dreams. I need to be damn sure there’s a reason everything has gone to hell while I hung on tight. I’m much too interested in self-preservation to bother bullshitting myself - what the fuck is the payoff in that? This is anything but a game for me, it’s everything. I’m many things, many of which are less than admirable. But I’m far from stupid, and I’d be stupid to be the person you guys pretty much think I am. So, having said all that, here is the proof that I am right about the statute, and right about this case. And while it’s nice that I have this proof, pay me the respect I think I’m owed of acknowledging my analysis of the case outside this proof, wouldja? I think I deserve it and you’d be small to deny it to me. > [@](#): > > This proceeding for a writ of mandamus arises from an action commenced by Reese, a minority shareholder, against the petitioner herein and the Lake Shore Beach Company, of which petitioner is the majority shareholder. By his action Reese sought specific performance of a contract to purchase real property from the corporation, and in a fourth count he demanded a dissolution of the corporation. After trial judgment was entered decreeing dissolution of the corporation and providing that Reese receive, as part of his distributive share, the real property involved in the suit. Thereafter, petitioner instituted proceedings pursuant to Corporation Code, section 4658, to purchase the stock owned by Reese and to stay proceedings in the dissolution action. An order was thereafter entered in accordance with petitioner’s request but conditioned on the posting of a $ 12,000 bond to protect Reese’s right and on the corporation’s assent to the further condition that Reese was to have the right to complete the purchase of the property sought by his initial action. Subsequently the court, on finding that the escrow instructions regarding the transfer of the property had not been complied with, vacated its prior order. > > Darden v. Superior Court of Los Angeles County, 102 Cal. App. 2d 147 Pardon me for just one second… BOOYA. ---
**Author:** ![Really\_Not\_All\_That\_Bright](https://avatars.discourse-cdn.com/v4/letter/r/e8c25b/32.png) [@Really\_Not\_All\_That\_Bright](https://boards.straightdope.com/u/Really_Not_All_That_Bright)\ **Post date:** [May 18, 2010, 2:28pm UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/149 "2010-05-18T14:28:18Z")
> [@Bricker](#): > > Did your ex take over his own representation from the court’s perspective, or does the docket still show him as represented by counsel? From further up this page: > [@Stoid](#): > > He didn’t respond. He asked for an extension of time four times and got it, then filed nothing. > > Technically I think it was three times. First his attorney, then he did without filing a notice regarding the change to self-representation so they bounced it, he filed again a month later, then again a month after that, giving a specific date he would respond. On the appointed day, the sound of crickets. > > \ > > And right after that, Plaintiff became self-represented. From that, I am given to understand that he attempted to take over his own representation prior to his attorney actually withdrawing in a manner consistent with the local rules, but that he is now properly shown as _pro se._ ---
**Author:** ![Sarahfeena](https://sea3.discourse-cdn.com/straightdope/user_avatar/boards.straightdope.com/sarahfeena/32/519_2.png) [@Sarahfeena](https://boards.straightdope.com/u/Sarahfeena)\ **Post date:** [May 18, 2010, 2:59pm UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/150 "2010-05-18T14:59:44Z")
> [@Stoid](#): > > Why? There’s no reason to think that I had to do it before judgment, especially in light of the fact that my judge heard my lawyer say I wanted to buy him out and didn’t say we had to stop. I think the point is that you just have too much irrelevant information in your posts here. You might have had an answer to the question (“why did you wait?”) in all of that, but it’s completely obscured by all the stuff you said about your personality, your ex’s personality, irrelevant details about your past relationship, what you were thinking, what he was thinking, what the lawyers were thinking, what the judge was thinking. You took several paragraphs to express what should have been _ **one sentence** _. This is why everyone is having trouble following your story here. Even the things that don’t have to be expressed in legalese are convoluted, confusing, and do not get to the point. Also, the Stoid school of formatting (used above!) make it harder to follow, though I know that’s the opposite of your intention. The fears people have for you are generated by reading all of your posts here, and wondering how you could possibly gather all your thoughts together into a coherent argument if you can’t answer a simple question here with a simple sentence. ETA: If you could answer just the first part of **Kimmy\_Gibbler’s** post, that would go an amazingly long way to helping everyone understand the issues at hand. > [@](#): > > (1) Questions Presented. I like the the “under-does-when” form myself. Please also remember the advice of Frey and Englert that “[y]ou must also make the questions comprehensible. If the judges cannot understand what the case is about from the initial substantive exposure to your writing — a statement they expect to be clear — they may have far less patience with the parts of your brief that may legitimately be complex.” ---
**Author:** ![Elysian](https://avatars.discourse-cdn.com/v4/letter/e/c77e96/32.png) [@Elysian](https://boards.straightdope.com/u/Elysian)\ **Post date:** [May 18, 2010, 3:06pm UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/151 "2010-05-18T15:06:35Z")
Okay Stoid. You are exhibiting your inability to read case law. I’ll go through the case again in a few hours…sigh… ---
**Author:** ![Rumor\_Watkins](https://avatars.discourse-cdn.com/v4/letter/r/d9b06d/32.png) [@Rumor\_Watkins](https://boards.straightdope.com/u/Rumor_Watkins)\ **Post date:** [May 18, 2010, 4:11pm UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/152 "2010-05-18T16:11:43Z")
> [@Stoid](#): > > Ultimately, my brief is structured primarily as a map to the record, which you have to read in order to get it. Appellate judges are not going to wade through 100+ pages of records to get things that should have been cited and contextualized in the brief. That’s why you brief. > [@Stoid](#): > > But the one thing I know I can rely on if I lose in the court of appeal is that they will absolutely justify it, and justify it in a way I can swallow, not in a way that is nothing but insulting. I wouldn’t wait with bated breath. I don’t know how it is in California, but many appeals are handled with summary dispositions that don’t come out as the beneficial roadmap-type opinions that people cite to in briefs. > [@Stoid](#): > > Well, if anyone in this thread had _shown_ my arguments to be ridiculous with citation to authority, rather than opining that I am wrong, you’d have a point. This, combined with Post 125, demonstrates your fundamental problem. You don’t really understand how legal argument works. Two points: 1. You have the burden of persuading the Judge - the Judge doesn’t sit around and object to leading questions, doesn’t really question an iffy interpretation/implementation of a statute, etc. if it’s proposed by one side: that’s the job of the other side - to make the cogent, clear, and concise argument to the contrary, and enable the judge to make a final decision. (incidentally, I do love in post 126 how you were completely unwilling to give me direct, 5 word answers to my questions). You don’t get a do-over in appellate court for these kinds of arguments. In many circumstances, if you don’t even object to certain things in a timely fashion in trial court, you can’t go and raise the objection in appellate court. It just doesn’t work like that. That’s the major danger of pro se litigation - they don’t develop the expertise and confidence needed to artfully put an intelligible (counter)argument in front of a judge before its too late. 2. Arguments don’t need to be countered with citation to authority; Arguments are countered with other arguments. If you raise a stupid, inane, inapposite argument in court, the judge will sit there and dismiss them out of hand. They don’t need to continually have a Westlaw browser window open and go “ok, no, this is wrong according to Blah v. Blah”, continue. It’s inefficient, and its ultimately not how legal argument/analysis works. It also seems like you harp on dicta in these cases a little too much, and assign them too much value, when most case law is really only good for that one nugget of legal law that they give (which is rare) and for giving litigants a similar fact pattern with which to argue the correctness of their interpretation of the same statute. They’re not used as “statute substitutes” in that if a ruling doesn’t go your way, it goes that way because there’s a case that tells a judge as much. ---
**Author:** ![Merejane](https://avatars.discourse-cdn.com/v4/letter/m/a6a055/32.png) [@Merejane](https://boards.straightdope.com/u/Merejane)\ **Post date:** [May 18, 2010, 4:39pm UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/153 "2010-05-18T16:39:53Z")
> [@Stoid](#): > > Exactly the way I said they could and marejane (sp?) told me made no sense. It’s because the statute is poorly worded, making it potentially confusing. But you can stay court proceedings directed towards a trial on a cause of action for dissolution of a business entity, and you can also stay the proceedings involved in the dissolving. But Stoid, did you ever make an application for a stay? And please don’t say that you have answered that question, because I have read your posts carefully, and you really have not. Please answer at least this one question: did you ever make an application under 17351(b)(2) for a stay of the proceedings? ---
**Author:** ![Bricker](https://avatars.discourse-cdn.com/v4/letter/b/977dab/32.png) [@Bricker](https://boards.straightdope.com/u/Bricker)\ **Post date:** [May 18, 2010, 5:16pm UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/154 "2010-05-18T17:16:58Z")
Stoid, why do you imagine that every single lawyer here is telling you the same thing? I am personally convinced that no matter what the appellate court does in their opinion, if they affirm the trial court you’ll rage about how they didn’t understand you and how you’re still right. There is not any single event that I can imagine happening that will get you to stop and say, “OK, perhaps I have misunderstood some key factors here.” ---
**Author:** ![Really\_Not\_All\_That\_Bright](https://avatars.discourse-cdn.com/v4/letter/r/e8c25b/32.png) [@Really\_Not\_All\_That\_Bright](https://boards.straightdope.com/u/Really_Not_All_That_Bright)\ **Post date:** [May 18, 2010, 5:23pm UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/155 "2010-05-18T17:23:22Z")
Arrest and detention for contempt, following a frothing-at-the-mouth tirade? ---
**Author:** ![Guy\_Incognito\_1](https://avatars.discourse-cdn.com/v4/letter/g/ed655f/32.png) [@Guy\_Incognito\_1](https://boards.straightdope.com/u/Guy_Incognito_1)\ **Post date:** [May 18, 2010, 5:37pm UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/156 "2010-05-18T17:37:01Z")
> [@Rumor\_Watkins](#): > > . . . . > > I wouldn’t wait with bated breath. I don’t know how it is in California, but many appeals are handled with summary dispositions that don’t come out as the beneficial roadmap-type opinions that people cite to in briefs. > > . . . . I can only imagine Stoid’s response to the phrase “affirmed substantially for the reasons set forth below.” ---
**Author:** ![Elysian](https://avatars.discourse-cdn.com/v4/letter/e/c77e96/32.png) [@Elysian](https://boards.straightdope.com/u/Elysian)\ **Post date:** [May 18, 2010, 5:40pm UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/157 "2010-05-18T17:40:27Z")
Right, I know this isn’t the entire case, but let’s say it is. > [@](#): > > After trial the court found (a) with reference to the first cause of action which sought to have the parties’ rights declared with reference to a lease and promissory note that an indebtedness which defendant Darden claimed against the defendant corporation had been paid and ordered cancellation of the note evidencing such indebtedness; (b) that the second cause of action seeking an accounting should be dismissed without prejudice; (c) that the third cause of action should be dismissed without prejudice because plaintiff “in open court, agreed not to enforce the specific performance of” his “contract if other proper relief were granted plaintiff in plaintiff’s fourth cause of action”; and (d) on the fourth cause of action judgment was given in favor of plaintiff ordering dissolution of defendant corporation and providing that in the event of the dissolution of the corporation there should “be distributed to” plaintiff “as a part of his share, the real property described in plaintiff’s third cause of action in plaintiff’s complaint,” to wit, the parcel of land known as Lot 1. This judgment has become final, plaintiff not having appealed therefrom and defendant’s appeal having been dismissed upon plaintiff’s motion. Since Stoid did it line by line I will do similar, but quoting whole paragraphs. I prefer to interpret by paragraph because often paragraphs are cover a single thought, or idea. If you look at single lines you can get distracted and not relate a single piece of the concept to the entire concept. Here the appellate court is looking at the judgment made by the trial court. The first part of the trial court’s judgment pertained to a lease and promissory note, which had been paid off. The second part was a cause of action that had been dismissed. The third part was a cause of action that had been dismissed as well, because relief had been granted by the fourth part. The fourth part dealt with the distribution of the company’s assets following dissolution of the company. This was a piece of land, and was given to the plaintiff. So we have a promissory note paid off and land handed over after the company was dissolved. The last sentence says the judgment’s final, the plaintiff didn’t appeal and the defendant’s appeal was dismissed. There is nothing here about electing to buy shares, so it’s not relevant. Perhaps the only thing that is relevant is that the judgment was made to dissolve the company. Fine. Company dissolved. > [@](#): > > Section 4659 of the Corporations Code provides for the appointment of commissioners to appraise the value of the shares of stock owned by the plaintiff and for the award, decree, enforcement, appeal, and payment for and transfer of the shares. In the present case defendant’s affidavit disclosed that he met the requirements of section 4658 of the Corporations Code, supra, in that he owned more than 50 per cent of the outstanding shares of stock of defendant corporation; that he elected to purchase plaintiff’s shares of stock and that he and plaintiff were unable to agree on the fair value of the shares. Here the appellate court says there’s a provision to appoint commissioners to value stock in order to transfer them. Fine. There is mention of the defendant’s affidavit. The affidavit says that the defendant owned (past tense) some shares of stock, that he elected (past tense) to purchase and the defendant and plaintiff couldn’t come to an agreement. The reason why I say outstanding is important is because when you dissolve a company you call in all shares of the stock. So in order to have outstanding stock in a company it must be before they were called in, therefore before dissolution, therefore before judgment. The defendant’s affidavit is disclosing his position prior to the ruling, and saying that he had elected to buy the stock. > [@](#): > > Under such conditions it is mandatory for the court to issue a stay of proceedings and to proceed to ascertain and fix the value of the shares of stock to be purchased by defendant. ( Merlino v. Fresno Macaroni Mfg. Co., 64 Cal.App.2d 462, 463 et seq. [148 P.2d 884].) In addition, defendant filed the bond required by the court. The other condition prescribed by the order was erroneous because beyond the power of the court whose jurisdiction was limited by the cited sections of the Corporations Code. The appellate court is saying that under these conditions (defendant owns more than 50% of the outstanding shares, has elected to buy out the minority shareholder, and that there was no agreement on price) the trial could must issue a stay of proceedings (stop the trial) and find out how much value the shares had, so the defendant could buy them. Fine. The court also notes that the defendant filed the bond required by the court. There’s not a lot of information here, but apparently the defendant was following the correct procedures the court laid out. The last sentence is a bit confusing because I don’t have the text of the order the appellate court is talking about. It looks like the trial court made an order that was outside its jurisdiction set out in the code. What order? Not included in this snippet of case. > [@](#): > > … > Here plaintiff voluntarily waived any right to specific performance which he could have obtained in the action that he had filed. He permitted the trial court to determine that Lot 1 was part of the assets of the corporation and obtained a judgment for dissolution thereof. He was presumed to have known the law that defendant Darden, who was a majority stockholder in the corporation, could avail himself of the provisions of sections 4658 and 4659 of the Corporations Code. This is referencing the judgment of the lower court again. It repeats the bit about waiving specific performance. It repeats the bit about the property being part of the assets of the company. The bit Stoid finds important seems pretty unimportant. Everyone is presumed to know the law. The court is saying that the plaintiff is presumed to know that the defendant, as a majority stockholder, could elect to buy the minority shareholder out and that the proceedings could be stopped to determine the value of the shares. How is any of this applicable in Stoid’s case? It would be applicable if she was the majority shareholder, had elected to buy, and there was a disagreement about the value of the shares. This is of course before the company had been wound up and the shares called in, because you can’t be a majority shareholder of a company that doesn’t exist. Now, did she actually elect before the judgment? We don’t really know. She hasn’t said about any actual paper copy of an application to the court to elect the shares, just that her lawyer says she’s been trying to buy the shares in the transcript. This isn’t sufficient. Next I’ll look at how Stoid read this case. ---
**Author:** ![Spoons](https://sea3.discourse-cdn.com/straightdope/user_avatar/boards.straightdope.com/spoons/32/3141_2.png) [@Spoons](https://boards.straightdope.com/u/Spoons)\ **Post date:** [May 18, 2010, 6:52pm UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/158 "2010-05-18T18:52:10Z")
> [@Sarahfeena](#): > > I think the point is that you just have too much irrelevant information in your posts here. You might have had an answer to the question (“why did you wait?”) in all of that, but it’s completely obscured by all the stuff you said about your personality, your ex’s personality, irrelevant details about your past relationship, what you were thinking, what he was thinking, what the lawyers were thinking, what the judge was thinking. You took several paragraphs to express what should have been _ **one sentence** _. This is my feeling too–you should be able to summarize what is at issue, completely dispassionately and without emotion. I’d suggest up to three sentences, though, because I think the advice given to me by one of my professors at law school is good: your first sentence is always “This is a matter in \_\_\_\_\_,” where the blank is filled in with whatever broad area of law covers the matter. For example, “This is a matter in contract.” You then go on to summarize the facts briefly and succinctly: “My ex and I agreed to split the assets in the business a certain way, but he reneged on that agreement and sued me for all the assets instead.” One more sentence for the issue(s): “Was our agreement an enforceable contract; and if so, can I defend his action based on our agreement to split the assets in the agreed-upon way?” Note that my examples are just examples; I tried to be close to the subject matter, but I’ll admit that I haven’t read the OP’s posts in enough detail to make useable examples of them. But I hope my examples illustrate to the OP that this is what people are asking for: no mention of feelings or personalities, no name-calling, no editorializing, no conjecture as to what the other side may have thought at any point. Just a cold, unemotional, dispassionate recitation of (a), the area of law in which the issue lies; (b), a short, tightly-written fact that gives rise to the issues; and (c), the issue itself. Knowing those would clarify things for a lot of us, I’m sure. ---
**Author:** ![Merejane](https://avatars.discourse-cdn.com/v4/letter/m/a6a055/32.png) [@Merejane](https://boards.straightdope.com/u/Merejane)\ **Post date:** [May 18, 2010, 8:23pm UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/159 "2010-05-18T20:23:13Z")
> [@treis](#): > > The facts are a little bit scattered here, but I think you lose by reading of the statute. . . . The law says:“the other members may avoid the dissolution of the limited liability company.” > > Avoid is the key word here. You can’t avoid an occurrence after that occurrence has already occurred. Once the judge rules the LLC dissolved the option for buying out the moving party disappears. The only way I see Stoid prevailing is if the Judge made some error in dissolving the LLC. Only then would the LLC be undissolved and only then would the option for buying out the moving party would reappear. > [@Stoid](#): > > Except that a decree ordering a dissolution isn’t a dissolution. > . . . . > Unless someone has some _law_ or _authority_ otherwise? That would be great. Happy to oblige: California Corporations Code Section 17350 provides: “ **A limited liability company shall be dissolved** and its affairs shall be wound up **upon** the happening of the first to occur of the following: . . . (c) **Entry of a decree of judicial dissolution pursuant to Section 17351**.” (Emphasis added by me.) The winding up of affairs refers to the affairs of the **dissolved** LLC. So I believe **treis** – and the judge in your case, **Stoid** – is correct. Section 17351 permits members to avoid a dissolution, provided the conditions of 17351(b)(2) are met. But once the LLC is dissolved by entry of a decree of judicial dissolution, the opportunity to avoid dissolution is gone. Fyi, I am quoting from posts 85 ( **treis** ) and 87 ( **Stoid** ). ---
**Author:** ![Kimmy\_Gibbler](https://avatars.discourse-cdn.com/v4/letter/k/bbe5ce/32.png) [@Kimmy\_Gibbler](https://boards.straightdope.com/u/Kimmy_Gibbler)\ **Post date:** [May 19, 2010, 12:17am UTC](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510/160 "2010-05-19T00:17:37Z")
> [@Stoid](#): > > I just wrote something about how crazy I seem when I describe what this case has been like. i KNOW that, because I’m living it. And the thing that will save me from being dismissed as a nutjob by the appeals court is the record. It’s all there. I said 90% was on paper, it’s actully 98%. Ultimately, my brief is structured primarily as a map to the record, which you have to read in order to get it. > > * * * > > So tell me, what is it you’re looking for in asking for this? To see if I did a better job telling the story to the court than here? Of course I did, I killled myself working on it for weeks with my best friend. I wrote it a dozen ways. It was 30,000 words when I started, 13,000 when I finished. But now I see all the places I could have should have done it better, clearer. > > I have to say it’s really stupid when people rag me about my posts. For fuck’s sake I’m writing as fast as I can in response to a barrage of relentless criticism and skepticism about my sanity. my self-awareness, and my integrity, not to mention my intelligence and comprehension. On a message board. Give me a break already. (Not to mention being forced, because people are so lazy and disrespectful, to re-post and re-explain over and over again. I’m sorry my posts are not instantly crystalline the minute you skim them, but if you’d just slow the fuck down and read them, you’d find they aren’t gibberish, either.) > > But seriously…what are you looking for, specifically? I can pull it out perhaps, if you can consider it without defaulting to a “there must be something missing” position in response to your feelings of disbelief. Lemme reiterate: what happened here was unfuckingbelievable, if that hasn’t been made clear. I suppose I ask for those things (the Questions Presented, Statement of the Case, Statement of Facts, and outline of the Argument) because it is that format and that order that lawyers and judges have developed—and it has developed that way because experience has taught that is the most efficient way to analyze these questions. When you resist that method—through ignorance, inattention, or just to say “Fuck you” to the legal profession—you are going to to get a less receptive ear for arguments. First, because you make it harder for your audience to understand—and agree with—you because you have frustrated their expectations. Second, because except in extraordinary circumstances, you are spurning, as noted above, a proven method of legal analysis and communication for a very likely inferior one. As far as your statement that your brief is “primarily a map to the record,” I hope that means something different to you than it does me. If all your well-nigh 50 page brief does is talk about what’s in the record and then (explicitly or implicitly) invites the appellate court to draw its own conclusions. . . . Well, I’m afraid the only thing the Court of Appeal is going to conclude is that this particular case should detain them no further and that the order should be summarily affirmed. I’m sure you’ve heard that an appeal is not a do-over of trial, but do you know how that’s implemented? It does that by treating the facts as no longer in dispute. The only things an appellate court wants to know are (1) what did the court below do and what was its rationale for doing so, and (2) given the now-undisputed facts of the case, why does the law compel a different result. Hopefully, then, your brief conformed to conventional appellate brief structure. And if not, feel free to post the Questions Presented, Statements of the Case and Facts, and an outline of the Argument that you would have included if you had used that structure. Honestly, I’m less interested in determining whether you are a good simulation of a lawyer and more interested in what the hell it is you are trying to argue. Meet me halfway, here, **Stoid**. And do that by giving me a plain old appellate brief for your case. [Previous page](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510.md?page=7) [Next page](https://boards.straightdope.com/t/i-argued-in-front-of-the-court-of-appeal-today/539510.md?page=9)