No…I’m arguing that the court should have followed 17351, as required by law.
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:
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:
And proceed to site multple decisions relating to corporations to support their decisions relating to limited liability companies.
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.
What time limit in what decree? You sorta made that up.
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.
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.
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.
“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.
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:
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…
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.
Submit it to the Legislature, it ain’t the law.
First, pause with me and take in the interesting aroma of the judge talking about her “suggestions” in reference to statute.
Evil lawyer responds…
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…
No one asked.
Yeah, so? If you asked for green eggs and ham in the prayer of your complaint, does that mean you get it?
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…
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?
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…
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.
I’m being punked here, right? This guy has a bar number and everything? Where are the cameras?
It’s kinda like watching a car crash in slow motion.
To the public or your clients. Watch those tells, Evil Lawyer.
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.
Then the court remembers that there is someone else in the room:
Turning back to her new best friend, the court says next:
Bully for you.
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…
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.
Did anyone accuse you of that? More tells, Evil Lawyer.
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.
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.
]And another reminder, from the court in the unpublished case, regarding the Evil Lawyer’s client and what his ACTUAL “rights” are:
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.
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.
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?
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.
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.
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.
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
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.
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.
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.)
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.
:eek::mad::rolleyes::smack::(:rolleyes::mad::mad: