Dagnabbit, I forgot to bring up more of The Latin: Stare decisis., Elysian… you remember that from law school if nothing else, doncha?
For the gallery: the legal principle by which judges are obliged to obey the set-up precedents established by prior decisions. The words originate from the Latin phrase Stare decisis et non quieta movere, “Maintain what has been decided and do not alter that which has been established.”
Touch my monkey. Touch him, love him! Rühren mein Affe. Lieben meine Affe-monkey!!
Wow. Just wow. Okay, not wasting my breath any more, however interesting this may be to piece through. Have a good time with your sense of righteousness, I hope it carries you through.
Likewise, I’m sure. 
The facts are a little bit scattered here, but I think you lose by reading of the statute. Here is what I believe happened:
(1) Stoid’s ex files for dissolution of the LLC
(2) Trial and other shit occurs
(3) Judge rules the LLC dissolved
(4) Stoid says “wait a minute, I want to buy him out”
(5) Judge says tough titties. You’re too late, the LLC is dissolved.
Which seems to be the correct ruling according to the law. The law says:
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.
Can i? I love monkeys.
Except that a decree ordering a dissolution isn’t a dissolution. She ordered the dissolution in January 2008. It was completed in December 2009. 24 months between the order and the completion.
Then of course there’s this:
“Under section 4658, a dissolution judgment does not necessarily entail a sacrifice; the majority may preserve the corporation by buying out the minority”
and this:
“He …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.” which of course he did, after judgment.
You see, the word “avoid” is also in the corporations statute:
2000
17351:
But 2000’s “avoid” is not now nor ever has been interpreted to mean “before adjudication and judgment”. Never. So there’s absolutely no reason whatsoever to think that 17351 means something completely different than 200’s “avoid” does, and every reason to believe it will mean exactly the same.
Unless someone has some law or authority otherwise? That would be great. More Doper parsing of the statute held up as the ultimate determination of legal truth? Time for monkey touching.
Oh, and please let’s never forget, while we obsess over ways we can prove that the judge was right and Stoid is just obstinate… that she did not deny me the right to the buyout because I was too late in January. She denied me my right to the buyout in January…just because. “too late” was her May cover for her ruling in January.
Which, also let’s not forget, wasn’t actually a legal ruling with force until March, and between January and March I said LET ME BUY HIM OUT.
So in fact, if you want to keep obsessing over the idea that the LLC statute has a completely different interpretation than the Corp statute, fine.
I still wasn’t too late. I elected before judgment. I elected on the day of the verdict. The judgment wasn’t a judgment in force until it was entered.
NOW tell me why I’m doomed to lose.
Seriously. It’s obvious you (know who you are) are absolutely determined to prove that I am because, it seems, you can’t abide the possibility that I might actually have some small grasp on the facts and law of my case, so find it. Timing wasn’t the issue in January, and I elected in January, two months (nearly three, actually) before the judgment was entered.
Affirm her judgment, and explain your reasoning.
Your cite isn’t applicable in this case. The ruling you cite deals with a procedural question irrelevant to your case, and can’t be used to support your contention.
Can’t find these in google, so I have no comment.
I’m not about to do a whole lot of research on this matter, especially when the language of the statute is pretty clear to me. The plain reading of the statute is that you need to exercise your rights to buy out the moving party before a judgment for dissolution is entered. Besides, the fact that you’ve researched this for years, and haven’t been able to come up with a clear instance of a party being allowed to exercise their rights to buy out the moving party after a judgment for dissolution leads me to suspect that there is no such case. Absent such a case I am going to go with the plain reading of text, despite how many irrelevant cases you can come up with.
Stoid, there have been a number of lawyers who have chimed in here with the prediction that you are going to lose your appeal on the timing issue, given the plain language of the statute. You keep challenging these posters to explain their position. But you have not met your burden of showing why you should prevail on that issue. Here’s a sample of what you have said:[ul]
[li]“I did not move to purchase his share until after the judgment, although I could have before.”[/li][li]In response to the question “Were you able to point to cases permitting the non-movant to seek purchase under 17531 after a dissolution judgment over the objection of the party seeking dissolution?”: “No, because no such cases exist. At least, not on the basis of timing.”[/li][li]With respect to the plain language of the statute itself: “All that decreeing and time limiting and so forth.” [/li][/ul]
It’s “all that decreeing and time limiting” that is going to do you in.
So far as I can tell, Stoid claims that she was in substantial compliance with the buy-out time limit because the judgment, although made in January, was not written until March.
One impression that I might take away is that Stoid waited until she knew that the judgment would be adverse and then made her dilatory offer between the time the judge gave her ruling from the bench and the time it was typed up and provided in writing, relying on the idea that the judgment didn’t really exist until it was in writing, signed by the judge.
Is that in any way correct, Stoid? The judge’s January comments were not important from a timeline perspective, only the written order?
Stoid, what did the appellee argue in the papers he filed in response to your appeal? I’m looking for just the main points; if the brief had section headings, you could just cite them. (I’m only curious, so if you don’t want to answer this question, that’s fine.)
It seems to me that none of this is relevant because you could not have bought out the minority owner - that is, he wouldn’t sell to you. I may have missed it, but while I see the court did order an appraisal of the business, I don’t see any language in the statute which renders the appraisal binding on the parties.
By the way, I’m not clear as to why this all matters in the long run. If you wanted the assets of the LLC, why didn’t you just buy them? Theoretically that should have been no different than buying your ex’s half through 17531 for fair market value.
Here is Stoid’s summary from above:
I infer that the receiver, who “destroyed the business and took all the money” made it impossible or undesirable at that point to buy the assets of the business at auction.
I don’t know how much of a factor these lies were on appeal, and I’m sure Stoid knows that findings of fact below are not examined de novo on appeal, but rather are not to be disturbed unless they are plainly incredible or without support in the record.
Which sucks indeed, but it doesn’t really bear any relevance on my point. Stoid had the option of buying the assets, destroyed as they were, at fair market value. The best possible outcome of the appeal is to, drum roll, buy the assets at fair market value. Winning the appeal isn’t going to undestroy the business, nor provide Stoid with any other monetary compensation that I see. This seems to be little more than a gigantic effort by Stoid to prove that she was right all along.
I would appreciate clear, concise, and cogent answers to the following questions, counselor Stoid:
a) did you make this application?
b) when?
c) when (if ever) did the court entry a decree of judicial dissolution? (orally, like when did the judge first say “dissolved!”)
d) did you leave a bond with the court for the estimated reasonable expenses in connection with the application mentioned my (a) above?
e) if you made a timely application/election to instigate the “buy out” procedures of 17351(b)(2) why was a stay not issued to halt the dissolution/winding-up proceeding? why did you fail to have the stay issue?
thank you.
Stare decisis really? Referring to Madison v. Monroe? OK, I quit, it’s obvious she would rather wank to her “legal skills” than actually give an accurate fact pattern. I should have learned faster. I am out of here, and Stoid it’s too bad you can make only your argument. A good lawyer can argue both sides showing strengths and weaknesses. You have blinders on.
Stoid at this point even if you win, you have already lost.
I wish you the best, I don’t think you should bother with this thread or any other thread on this matter.
If this post means that even if she gets her reversal, she’s lost on the Dope?
She can speak for herself, of course, but I have the strong impression that she views a win in the courtroom to have intrinsic value wholly apart from this message board.