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
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
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
Alter ego liability is a frequent topic covered in The LLC Jungle — see here for a list of all prior “alter ego” related posts.
The alter ego doctrine allows a court to disregard a corporate entity (including LLCs) and...more
5/23/2023
/ Alter Ego ,
Appeals ,
Arbitration ,
Arbitration Awards ,
Breach of Contract ,
Business Ownership ,
California ,
Corporate Entities ,
Liability ,
Limited Liability Company (LLC) ,
Loans ,
Marketing ,
Reversal
In California, several classes of persons are entitled to some form of immunity protecting them from liability for activities performed in connection with judicial proceedings.
For example, “judicial immunity” bars civil...more
1/30/2023
/ Appeals ,
Breach of Contract ,
Breach of Duty ,
Brokers ,
California ,
Fiduciary Duty ,
Immunity ,
Judicial Proceedings ,
Liability ,
Motion for Summary Judgment ,
Negligence ,
Partitions ,
Quasi-Judicial Process ,
Real Estate Brokers
A commercial lease co-tenancy clause conditions a retail tenant’s opening for business or continuing operations at the designated property upon another tenant opening for business or continuing operations at the same...more
Commercial leases often contain attorney fee provisions allowing a party who prevails in litigation to recover attorney fees from the losing party.
Can those attorney fee provisions apply to third parties — outsiders to...more
An LLC Jungle post from last year addressed the issue of whether derivative claims can be pursued for a dissolved LLC. See: Can Derivative Claims be Pursued for a Dissolved or Cancelled LLC? The short answer is “yes.”...more
8/23/2021
/ Attorney's Fees ,
Breach of Contract ,
Business Litigation ,
Contract Terms ,
Corporate Dissolution ,
Derivative Suit ,
Disclosure ,
Fee Awards ,
Limited Liability Company (LLC) ,
Prevailing Party ,
Purchase Agreement ,
Real Estate Development ,
Real Estate Transactions
One of the essential purposes of forming an entity and conducting business through that entity is to limit the owners’ personal liability. California law generally views the entity and its owners as separate and legally...more
LLC membership interests are usually straightforward and can determined by simply reviewing the LLC’s operating agreement. The operating agreement typically lists the members. Sometimes the operating agreement will impose...more
Foreclosure can often have tricky impacts on lease rights... See Eviction After Foreclosure: California Supreme Court Weighs In and When a Lender Forecloses on a Leasehold Interest….
An opinion recently published by...more
10/28/2019
/ Appeals ,
Assignments ,
Breach of Contract ,
Commercial Leases ,
Commercial Tenants ,
Foreclosure ,
Fraud ,
General Partner ,
Joint and Several Liability ,
Judgment Debtors ,
Landlords ,
Limited Liability Partnerships ,
Money Judgment ,
Motion to Amend ,
Parking Lots ,
Reversal ,
Shopping Centers ,
Termination of Rights ,
Third-Party Beneficiaries
General liability insurance policies normally cover “property damage.” Physical injury to, or outright destruction of, property almost always fits within policy coverage.
But what about situations when the property is not...more
2/11/2019
/ Appeals ,
Breach of Contract ,
Commercial Insurance Policies ,
Commercial Leases ,
Commercial Tenants ,
Conditional Use Permit ,
Default Judgment ,
Denial of Insurance Coverage ,
Diminution in Value ,
Insurance Litigation ,
Landlords ,
Loss of Use ,
Negligence ,
Nightclubs ,
Property Damage ,
Reversal ,
Revocation ,
Security Guards ,
Shootings ,
Summary Judgment ,
Zoning Laws
A recent LLC Jungle blog post covered the impact of “conversion” from a different form of entity to an LLC — generally, the entity’s rights and liabilities remain the same.
But what about a more sophisticated transaction...more