The “alter ego” doctrine has been a frequent topic of posts on the Money and Dirt and LLC Jungle blogs...
Normally, a court will treat a business entity and its liabilities as separate and distinct from its owners. The...more
LLC litigation involves many complex issues, and it’s not always easy to allege a claim properly. Some cases never get out of the starting gate, with the court sustaining a demurrer to the complaint and dismissing the case...more
A title insurer owes a “duty to defend” its insured from a lawsuit filed by a third party whenever the lawsuit creates a potential for indemnity under the policy. A defense is owed even where the evidence suggests, but does...more
Among the important rights held by members of California LLCs is the right to file a lawsuit requesting a decree of judicial dissolution of the LLC. Under the current judicial dissolution statutes (Corporations Code section...more
A “dedication” is an uncompensated transfer of an interest in private property to the public. Dedications can occur pursuant to statute or common law. Statutory dedications follow the path set forth in the Subdivision Map...more
Many prior LLC Jungle posts have addressed statutory buyouts for LLC, partnership, and corporate interests. Some of those posts cover various efforts to defeat a pending statutory buyout through various means — dissolution...more
The bankruptcy process is often straightforward: the debtor’s debts are discharged, creditors take a haircut of varying degrees, and life moves on. But some bankruptcy proceedings give birth to complicated agreements that...more
7/30/2025
/ Appeals ,
Appellate Courts ,
Breach of Contract ,
Commercial Bankruptcy ,
Contract Disputes ,
Contract Terms ,
Damages ,
Debtors ,
Fiduciary Duty ,
Limited Liability Company (LLC) ,
Purchase Agreement ,
Real Estate Transactions
A prior LLC Jungle post covered the Court of Appeal’s seminal opinion in the Jarvis v. Jarvis case here: Why Having “Co-Managers” for Your LLC is a Terrible Idea. In the Jarvis case, the Court of Appeal affirmed the...more
7/22/2025
/ Appeals ,
Business Disputes ,
Business Entities ,
Business Litigation ,
Business Ownership ,
Corporate Governance ,
Dispute Resolution ,
Divorce ,
Fiduciary Duty ,
Limited Liability Company (LLC) ,
Litigation Strategies ,
Operating Agreements
The California Court of Appeal recently reaffirmed that a party’s ownership interest in real property must be clearly established before the party can have standing to bring an action for partition of the...more
6/30/2025
/ Appellate Courts ,
California ,
Dispute Resolution ,
Heirs ,
Inheritance ,
Joint Tenancy ,
Partitions ,
Probate ,
Probate Courts ,
Property Ownership ,
Real Estate Transactions ,
Standing ,
Tenants in Common ,
Wills
One of the most important rights owned by LLC members is the right to inspect the LLC’s books and records. For an overview of LLC books and records requests, see the prior LLC Jungle post: Why LLC Managers Should Take Member...more
An easement — an interest in the land of another entitling the easement owner to a limited use or enjoyment of another’s land — can be established by a variety of theories...more
In a popular TV series (The Wire), a well-known quote is: “You come at the king, you best not miss.” The idea is that if you’re taking the risk of attacking someone at the top, you better not miss your shot....more
Under California Civil Code section 2924(d), a trustee’s communications and actions that are necessary to conduct a nonjudicial foreclosure sale pursuant to a deed of trust are privileged under Civil Code section 47. The...more
In “business divorce” litigation involving LLCs, it is common to see a disgruntled LLC member asserting claims against the LLC’s manager. Depending on the type of harm alleged, those claims might be asserted directly (by the...more
4/22/2025
/ Breach of Contract ,
Breach of Duty ,
Business Divorce ,
Business Entities ,
Business Litigation ,
California ,
Corporations Code ,
Declaratory Relief ,
Fiduciary Duty ,
Limited Liability Company (LLC) ,
Operating Agreements
The California Court of Appeal recently clarified how courts should value a Performance Deed of Trust (PDOT) in foreclosure, and affirmed that the performance obligations included in the deed of trust survive beyond...more
3/31/2025
/ Appeals ,
Breach of Contract ,
California ,
Commercial Real Estate Market ,
Contract Disputes ,
Damages ,
Deed of Trust ,
Foreclosure ,
Homeowners Association (HOA) ,
Real Estate Transactions ,
Restrictive Covenants
A prior post — Statutory LLC Buyouts – “Fair Value” vs. “Fair Market Value” — covered an unpublished opinion filed in 2021 addressing the difference between the statutory buyout processes governing California corporations and...more
A lis pendens is a recorded document giving constructive notice that a lawsuit has been filed affecting title to or right of possession of the real property described in the notice. Any person later acquiring an interest in...more
2/24/2025
/ Appellate Courts ,
Beneficiaries ,
California ,
Elder Abuse ,
Estate Planning ,
Fiduciary Duty ,
Fraud ,
Probate ,
Property Owners ,
Real Estate Transactions ,
Trusts
Many prior posts have addressed the “alter ego” doctrine, under which a business entity’s owner can be held personally liable for the entity’s debts. This is also known as “piercing the corporate veil.”...more
The California Supreme Court weighed in on the validity of commercial lease co-tenancy provisions with its recent opinion in JJD-HOV Elk Grove, LLC v. Jo-Ann Stores, LLC. A commercial lease co-tenancy clause conditions a...more
A prior post — A Receiver For Your LLC? — covered the basics of court-appointed receivers acting on behalf of an LLC. It is always worth keeping in mind that a receiver appointed to handle the affairs of an LLC is a “general...more
A prior DAO Jungle Chronicles post here covered a 2023 federal District Court opinion from California’s Southern District holding that a complaint adequately alleged a DAO (in that case, bZx DAO) could be sued as a general...more
12/30/2024
/ Blockchain ,
California ,
Corporate Counsel ,
Crypto Exchanges ,
Cryptocurrency ,
Decentralized Autonomous Organization (DAO) ,
Ethereum ,
General Partnerships ,
Governance Standards ,
Institutional Investors ,
Liability ,
Motion to Dismiss ,
Securities Tokens
Corporate directors have long relied on the “business judgment rule,” under which their decisions are presumed to have been made “on an informed basis, in good faith, and in the honest belief that the action taken was in the...more
While many Californians consider the legality of cannabis to be settled law, the ongoing conflict between California and federal laws on the subject continue to give rise to unexpected outcomes when it comes to real property...more
With certain narrow exceptions (including in connection with the sale of the “goodwill” of a business), agreements restraining competition face an uphill battle in California. As a matter of public policy, California law...more
The “right to alienate” (transfer) property is an important part of the legal “bundle of rights” regarding property ownership. But those rights, like most others, can be altered by court orders....more