Not what I meant, I can’t imagine from reading the threads that this endeavor has been kind to her health.
Huh?!?
In what way is this issue remotely relevant to her health?
I suspect it has been no more deleterious to her health than losing her home and livelihood in the first place.
100% incorrect. How do you arrive at that? The passage I was quoting was from a case mentioned in Dickson v. Rehmke as a case describing how dissolution operates, it’s not about a ruling one way or another, it’s just informing. That’s how dissolution operates: it isn’t a fait accompli the minute the judge orders it, and in the real world that’s proved all the time. It definitely isn’t a fait accompli when the judge merely states an intention to order it, because nothing is. The judge has discretion to change any aspect of the judgment before it actually is a judgment. Statements of intention from the bench are not legally binding.
That was proved at the other end of the case, when she filed a proposed judgment in writing after the accounting trial that said ABC, I filed objections, so she filed another judgment that said DEF, and I objected again (along iwth the plaintiff who had actually sacrificed his right to do so but at that point all pretense about the rules was long gone) and she filed her third and final judgment (yet still labeled interlocutory!) that said GHI. But that one was “entered”, vs “filed”.
You don’t need to find them in Google, try reading post #75 and #76. Complete opinions for you to parse at your leisure.
I sure hope you aren’t a lawyer then. That’s a very bad way to make decisions about the law. About offering up your opinion in an internet thread and expecting it to be taken seriously? A harmless endeavor.
I’m very glad that the appellate courts don’t think it’s as plain as you do, since they disagree with you completely.
Umm… errr…treis? I’m a little confused about what you are doing here. Because you see, I found such cases within minutes of reading the judge’s tentative ruling, and brought them to her the following morning. In fact, I had already found them and given them to her in my request for judicial notice in relation to a different issue. See post #75, Reese v. Darden:
That could not possibly be more clear. Plaintiff sues for dissolution. Court orders dissolution. Defendant acts AFTER judgment to buyout the plaintiff. Plaintiff complains. Court says: tough shit, man, you shoulda known that he had the right to buy you out if dissolution was ordered.
What part of that is so incredibly difficult to fathom?
More interestingly, why in the world would you come into a thread like this and take the time to argue to me that I’m wrong while simultaneously stating plainly, as well as proving, that you cannot possibly have any idea whatsoever whether I’m wrong or not because you are completely uninterested in bothering to figure it out by availing yourself of any information at all? What could possibly compel you? This is the Straight Dope, man, we are fighting ignorance, not waving a flag for it!
I so don’t get it…
I also have put myself on a diet of one post at a time. I can’t even read another because I won’t be able to stop myself from answering, and I am up to my eyeballs. I have so much to do… ADD SUCKS!!!
Oh, and I wanted to add, without yet knowing if anyone has replied to my earlier statements about the timing of my election that part of the conversation with the judge on day 3, post # 40, is this
Day three. No judgment entered. Telling the judge in plain language: We’ve been trying your honor, we’re trying now. That’s what we wanna do if you order dissolution.
And before you ask any questions…read the post. Because I’m pressed for time, any response that asks a question answered by reading the post containing the entire exchange just excerpted will have to be ignored, because I’m halfway to believing that I’m getting punked here with people hammering me on one end, and telling me/showing me they have zero interest in actually considering any of the information I’m offering in reply, since they keep asking questions or aserting against things that have been refuted repeatedly…leading me to believe that such people just enjoy poking me. Well, go poke someone else.
But if you want to actually discuss things reasonably and show me the respect of actually taking in the information before you tell me I’m wrong, that’s genuinely great and your opinions are very welcome. I’m always ready and eager to learn from people who are obviously ready to learn themselves; it proves that they probably HAVE learned a few things. People who say “I can’t be bothered actually looking into anything, but it’s clear your wrong and probably nuts to boot” have proved they probably don’t have much to add at all.
With all due respect. You can each decide if I’m talking to you or not.
Later!
(IMPULSE CONTROL ISSUES… MUST… CLOSE… BROWSER…)
Do you have written evidence of your attempts to buy out the SO?
More important: did the trial court make any findings of fact with respect to those offers?
Stoid, I think a big part of the problem here is that you almost never give a succinct presentation of the relevant facts. For example, I asked you why you waited until after judgment to move to buy out the plaintiff. Please re-read your answer in post #59. Do you honestly think you answered my question? Because I’m telling you, if the appellate court asked you the same question and you gave that answer – well, that would not be good!
I agree. Again, this is what sets of alarm bells. Most litigators have seen this pattern many many times before. There is never a succinct answer to a question. And the response comes back “no no no, I was succinct. I explained it all, but you guys didn’t believe me, so that left me with no choice but to lay out the whole thing. and then, when I do that, you guys say I’m too verbose. So I’m damned if I do and damned if I don’t!”
To be clear, I am not in a position to judge the merits of Stoid’s case. I am only sharing my impressions. When I have seen litigants and arguments like Stoids, then EVERY SINGLE TIME, it turned out that the case was without merit, and the party was simply piling on irrelevant detail and INSISTING that the cases supported their view, when no they didn’t. And when the discrepancies were pointed out to the party, they never gave an inch. They never conceded that, well, ok, maybe this analogy doesn’t quite work. NO NO NO, they INSISTED that the answer was OBVIOUSLY in their favor, and the only possible reason that someone else couldn’t see that is that they were a liar or a cheat, or just wouldn’t read what they had written before or just wouldn’t listen.
And the reason that I, for one, and I think other litigators reading this (although I can’t speak for them) are less than sympathetic and not inclined to give Stoid the benefit of the doubt, is that I have seen vast amounts of time, energy and money wasted on litigants who stubbornly refuse to give up and just keep repeating the same ridiculous arguments over and over.
Well, thankfully the panel didn’t ask a single question. Which means one of two things:
(1) Either the Court of Appeal, unlike the court below, the several lawyers Stoid shopped this appeal to at first, and nearly the entire postership of the SDMB, finally understood where girlfriend was coming from and agreed with her completely,
or
(2) Stoid had an appeal by right and she was being handled.
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, and they had a disagreement about the price of the shares. 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!
How can a court issue a stay of proceedings when the proceedings are over? The election was BEFORE the judgment! Read it again!
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.
You may believe we are all out to get you but we just disagree with you. We (almost) all disagree with you, and because we do, it just sounds like we’re hammering you.
I would suspect he was referring to her mental health. This appears to have consumed a great deal of her life over the past few years, and frankly IANAD but it seems to be a pretty unhealthy obsession here, to say the least. YMMV of course.
Stoid, it might also help if you were more clear about the procedural history of your case. (I sometimes wonder if maybe your attorney did make a timely application under 17351 sec. (b)(2), given the discussion in the transcript about appointing three disinterested appraisers.) You tend to talk about how you asked for this and that, but you need to be more clear about how and when you (and by “you” I include your attorney acting on your behalf) made these various requests. I’m talking about documents that were filed with the court – motions, applications, etc. I know you’re just being cute when you insert these little parentheticals about how you were all “hello! that is what I have been asking for!” But it matters precisely how and when you asked for what you want.
You also need to have more of an understanding and appreciation of procedural matters. You talk about various motions that you made (I think between the hearing and the entry of judgment) that were dismissed for procedural reasons. You say those motions are not important because you are not appealing them, but you also make it sound as if had you prevailed on the substantive issues in these motions, then you would have gotten the result you wanted. So it is important for you to understand what the procedural problems were that prevented your substantive arguments from being addressed.
Simple straightforward question: on what basis do all these lawyers persist in stating that the language is “plain” when not a single case has been presented to show that the language “plainly” prevents a party from making their election after judgment, (since no such cases exist) whereas I have offered multiple authorities showing that not only do parties make such election after judgment, they do so without anyone blinking about it. It’s accepted, unquestioned practice, AND I have offered case authority stating that in fact there are no limits on when such election can be made, except “any time prior to liquidation” (search the thread for “liquidation” it’s here)
In other words, by what reasoning do the completely unsupported and plainly refuted opinions of people claiming to be lawyers automatically outweigh the words and authority of California Courts of Appeal opinions on the subject?
There ya go punking me again. Read the posts. Read the cases.
[quote]
[li]“I did not move to purchase his share until after the judgment, although I could have before.”[/li][/quote]
Yes, and I’ve offered a great deal of authority on why that means nothing. I could have before. I could have after. I picked after. (Although, as shown, my attorney brought it up during trial and the court’s response was: “Well, I’ll be making that determination”, referencing dissolution, and in no way suggested that a failure to make the motion before such a judgment would preclude me from doing so.
[quote]
[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][/quote]
I’m sorry…are you somehow suggesting that because, in fact, no one in the history of appellate law in the area has ever before objected to someone making an election after judgment on the basis that they were too late, it undermines my point? Seriously? It seems clear that it supports my point: no one has ever complained that the electing party waited too long! Because the law (Merlino, do a search on this page to find it) stated way back in the 40’s that there are no time limits! Ta da!
(this is getting surreal)
Because appellate courts are going to decide that the interpretation of the words starting at “may avoid the dissolution by…” has never before been considered in the history of business buyout law and they are therefore going to have to come up with an interpretation completely free of reference to any other decisions made by any other court ever?
Really?
That would be a truly extraordinary thing, to say the least. I don’t believe I have ever read a single case on any topic, even the ones considering matters of first impression (actually, especially in cases considering matters of first impression, see the Dickson case) that wasn’t absolutely stuffed to the gills with references to earlier cases and decisions made by other courts to explain the decision being made.
But you think they will make a special exception just for me and wing it on this one?
By the way… judgments are actually different that rulings on motions. The judgment says that under 17351 I get to buy my own member interest. Setting aside the fact that the words of the judgment are meaningless in practice, pretend they mean SOMETHING. It’s the judgment, the thing I’ve appealed. Filed March 25, 3 months after the verdict in which she decided I didn’t get to buy his member interest and we’d auction off the business. The judge has inserted words about the buyout provision. Why? If I’m too late why is she bringing it up at all?
That’s the actual thing I’m appealing, you know. The timing stuff came after that. And I was only “late” because she refused to let me act to begin with.
Does anyone ever plan to address this? This is the judgment itself, this is what I’ve appealed! I’ve appealed the fact that she blew off my lawyer on the last day of trial when he said “Hey! You interpreted it right! Let us prevail on this!” and she responded by ignoring him and announcing the business would be sold, preventing me from making any election by refusing to accept it and tossing the law.
I’m appealing the fact that she ignored my attempts to get her to back off that position prior to judgment and let me act on the law.
I’m appealing that the judgment she finally entered didn’t say I couldn’t and didn’t say I could… it said something that is technically not possible: buy my own member interest for cash while the plaintiff bids on the assets!
The fact that she tried to cover her ass two months later is actually incidental to the judgment itself.
So. Now that we’re clear. Affirm her actual judgment. Can’t do it on timing, cuz she didn’t do it on timing. She said no before judgment was entered, can’t tell me I’m too late if you decide, while I’m still trying to do it, that I can’t, thereby creating a time lag before I finally, in desperation against your irrational rulings telling me I can’t. just ACT five months later.
But if you’ve got some legal authority that shows that her judgment declaring that I can buy my own member interest and plaintiff can also bid on the assets is meaningful, legitimate, and correct, please please please show me. I really truly absolutely want and need to see it so I can prepare for the possibility that I will lose based on it. Right now, I can’t see it. Case law doesn’t support it, and I really don’t think the Second District is going to be checking this thread to see what Dopers think about it.
See, I can see ways I can lose in every other part of this case, even though I know my positions are very strong. I can still at least see and understand, using law and authority, how they could end up not seeing it the way I do. I wouldn’t be thrilled, but I can see it happening in a way that’s believable and fits with the way opinions are decided. So I’m braced on every other issue.
But this? It’s meaningless garbage that cannot possibly be affirmed.
[Deleted.]
Stoid, I know very little about California law, and I have pretty much been unable to read your posts and figure out the issues in your case, so I cannot express any opinions on those. But I will tell you what my Criminal Law and Civil Procedure professors (who both have extensive Supreme Court experience) told me about oral argument. They both said that at the appellate level, if you go through your whole argument and the judges don’t ask you questions, you are going to lose, and lose very badly indeed. I just want you to be sure that you’re emotionally prepared for that, because I know you’ve put a lot into this fight over the years.
Good luck to you, however it turns out.
You don’t find case law when there is a plain, unambiguous statute because no one argues this stuff at the appellate level.
Your statute states: “If the purchasing parties elect to purchase the membership interests owned by the moving parties… the court, upon application of the purchasing parties shall stay the winding up and dissolution proceeding.”
Now, reading that, it sounds like there is a time limit - namely you have to elect the purchase before the entity ceases to exist. Once something is dissolved, you can’t purchase it. Duh. That’s why there’s no caselaw on it.
Now, as for your case law supporting a different interpretation of this, namely case law supporting the notion that that which has been dissolved from the courts can be resurrected, only to be bought by a (now) former shareholder, can you just give me the legal cite for the case, and give me the “phrase that pays” in the opinion?
(I’ll concede that corporation law has been deemed by the courts of CA to be persuasive vis-a-vis LLC law.)
(caveat: your posts are so hard to understand, that I may have missed things)
Stoid, could you give us the following from the brief you filed with the Court of Appeal–
(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.”
(2) Statement of the Case. It should set forth the procedural history of the case to date, including all pertinent findings of fact and brief statement of the order under review as well as the appropriate standard(s) of review.
(3) Statement of Facts. This section should clearly, concisely, objectively, and without argumentation recount the relevant pre-litigation, real-world (or at least out-of-court) events/actions/deals that are implicated in your dispute. Again, as Frey and Englert note, “one of the few absolute — but, unfortunately, often violated — rules of brief writing [is that the] Statement of Facts should never be argumentative in tone. The Statement of Facts is for telling the court what the case is about. The argument portion of the brief is for contention about the significance of those facts. Nothing impairs a brief writer’s credibility more than an emotional, sarcastic, plaintive, or visibly one-sided Statement of Facts.”
(4) an outline of your Argument section; in particular, if you used propositional titles for your argument’s points and subpoints (such as “B. Plaintiff was time-barred from bringing his action by Cal. Imaginary Law 18223 because he was not under a disability at the time he discovered the injury.”), could you reproduce those for us here.
Try to keep it short and matter-of-fact if you can, even if it is frustrating to reflect on the events at issue.
Thanks!
Or you could just post your written brief or memorandum of law or whatever it is you submit prior to trial in a CA court. That would be cool.
Close, not quite.
If you read the transcripts, you can see that my attorney clearly stated that I was interested in buying him out under 17351 on Day 3 of trial, and the judge in no way whatsoever gave any indication that there was any issue of timing involved.
If you read the transcripts, you can see that during the giving of the verdict, the judge was fully anticipating that I would buy him out under 17351, describing in detail exactly how that would happen.
If you read the transcripts, you can see that Mr. E. Lawyer misstated the law to the court and claimed that there was no distinction about who could be the “purchasing party”.
If you read the transcripts, you can see that the judge argued with him that the law permitted me to buy his client out.
If you read the transcripts, you can see that a rather strange conversation ensued that never made any reference to timing by anyone at all, rather focused on dissecting the fundamental unfairness of the law itself, if I were to be allowed to invoke it, and how it was so much more beneficial to both of us for her to just ignore the law and my desire to invoke the law, and put the business up for sale to the highest bidder.
If you read the transcripts, you can see that my attorney tried to stop that train from derailing, and plainly stated to the judge that her initial interpretation of the statute was correct and that I wished to follow it.
If you read the transcripts, you can see that the judge decided she like blowing off my statutory right under the law because, well, she just liked the idea!
If you read the passage referencing 17351 from the judgment, you can see that she ruled that (I misspoke earlier, there is a tiny bit more in the judgment, here’s the whole thing referencing the Corporations Code as it relates to dissolution, asset sale, and buyout in our case:)
Look carefully at that paragraph, which is exactly how it reads. (Except for the Stoid part, of course)
- It is hereby further ordered that the assets/business of GDI be sold, at or above market value.
- I order that the website be sold.
- The sale of the assets of business shall be completed before the dissolution of GDI.
- I order that the website be sold before the LLC is dissolved. (those of you who don’t get the whole dissolution doesn’t happen all at once thing should note that, incidentally.)
- *Corporations Code section 17351 gives Defendant Stoid the
right to purchase for cash her membership interest in the Subject Business. *
- I’m still restraining myself from reading all the posts as a means of controlling my urge to respond, so perhaps someone has finally responded to this, but as of this post I’m replying to, which is what, 119 or something?, absolute no one has in the slightest way whatsoever acknowledged these words of the judgment or made any attempt to interpret what they are supposed to mean, either standing alone or in combination with the next sentence, and they are the words that I have appealed, they are the words that matter. Which is interesting. I hope someone does soon.
- *The Court further orders that Plaintiff shall also have the right to bid on the assets of the Subject Business along with other potential buyers.
- When you sell the website, the Plaintiff can buy it.
So, with those facts in mind, I answer your question: the issue of whether the judgment “really existed” until it was in writing never crossed my mind in the context of the issues being talked about in this thread, because the question of whether I was late or early was not at issue. So no, I was not at the time concerned with it for that reason.
I was concerned with it for procedural reasons having to do with filing my motions for reconsideration, vacate, and new trial, because it had a direct bearing on those procedural issues.
Now that this is being dissected in this context, and there is this chorus of voices telling me that her judgment of my lateness was correct, I realize that in fact, there was legally no judgment in force until March 25, and I made it clear repeatedly that I wanted to buy him out under the statute, starting with my lawyer on Trial Day Three, so, if by some hideous chance the appeals court should go down that road, that would be my basis for rehearing.
Hows that for complete.