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
In May 2021, Money and Dirt covered a case published by California’s Second Appellate District — Tsasu LLC v. U.S. Bank Trust, N.A. — holding that under Code of Civil Procedure section 764.060 (part of California’s Quiet...more
California’s common law “business judgment rule,” as described by the courts, protects from court intervention “those management decisions which are made by directors in good faith in what the directors believe is the...more
7/31/2023
/ Appeals ,
Bad Faith ,
Board of Directors ,
Business Disputes ,
Business Judgment Rule ,
California ,
CC&Rs ,
Corporate Entities ,
Corporate Executive Boards ,
Demurrers ,
Failure to Investigate ,
Fraud ,
Good Faith ,
Homeowners Association (HOA) ,
Injunctions ,
Maintenance Fees ,
Shareholders
In the world of LLCs, buyouts — where one member sells his/her membership interest to another member or the LLC itself — are commonplace. Buyouts generally fall into one of two categories:
contractual — where the...more
6/26/2023
/ Appeals ,
Breach of Duty ,
Buyouts ,
California Consumer Privacy Act (CCPA) ,
Corporations Code ,
Damages ,
Dissolution ,
Equity ,
Fiduciary Duty ,
Fraud ,
Limited Liability Company (LLC) ,
Operating Agreements
In a long-awaited opinion — Siry Investment, L.P. v. Farkhondehpour — the California Supreme Court held that California Penal Code section 496 can apply to a business dispute. The opinion resolves a split of authority among...more
7/27/2022
/ Appeals ,
Attorney's Fees ,
Business Disputes ,
CA Supreme Court ,
Compensatory Damages ,
Criminal Prosecution ,
Damages ,
Extortion ,
Fraud ,
Misappropriation ,
Operating Agreements ,
Penal Code ,
Receiving Stolen Property ,
Split of Authority ,
Theft ,
Treble Damages
Normally, a business entity is considered a legal person separate and apart from its individual owners. But when the entity is used by an owner to perpetrate a fraud, circumvent a statute, or accomplish some other wrongful...more
Can the sledgehammer remedies of California Penal Code section 496 — treble (triple) damages and attorney fees — apply for misappropriation of an LLC’s property?
The California Supreme Court is set to answer that question...more
8/20/2020
/ Attorney's Fees ,
Breach of Duty ,
CA Supreme Court ,
Fraud ,
Limited Liability Company (LLC) ,
Litigation Fees & Costs ,
Managing Members ,
Members ,
Misappropriation ,
Penal Code ,
Receiving Stolen Property ,
Remedies ,
Split of Authority ,
Theft ,
Treble Damages
Almost one year ago, in Switzer v. Wood, California’s Fifth Appellate District held that an LLC manager or member participating in the theft of the LLC’s property could face liability under Penal Code section 496 — a statute...more
4/20/2020
/ Appeals ,
Attorney's Fees ,
Breach of Duty ,
Fraud ,
Limited Liability Company (LLC) ,
Managing Members ,
Members ,
Misappropriation ,
Misrepresentation ,
Penal Code ,
Punitive Damages ,
Receiving Stolen Property ,
Split of Authority ,
Theft ,
Treble Damages
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
Sister blog The LLC Jungle recently posted about an opinion from California’s Sixth District Court of Appeal — Orozco v. WPV San Jose, LLC — describing the legal difference between an LLC tenant, and the LLC’s owner who...more
9/26/2019
/ Appeals ,
Commercial Leases ,
Commercial Tenants ,
Damages ,
Fraud ,
Fraudulent Inducement ,
Guarantors ,
Landlords ,
Limited Liability Company (LLC) ,
Remedies ,
Rescission ,
Reversal ,
Separate Entity Rule
A limited liability company (LLC) is a popular form of business entity. One of the main reasons for forming any business entity is to limit liability. In general, without a showing of “alter ego” liability, a business owner...more
9/18/2019
/ Appeals ,
Business Ownership ,
Commercial Leases ,
Commercial Tenants ,
Damages ,
Fraud ,
Injury-in-Fact ,
Landlords ,
Limited Liability Company (LLC) ,
Remedies ,
Rescission ,
Reversal ,
Trial Court Orders
Guarantors of loans occupy a vulnerable position under California law.
While direct borrowers often benefit from California’s robust statutory anti-deficiency framework, those protections are often unavailable for...more
9/1/2018
/ Anti-Deficiency Provisions ,
Bad Faith ,
Commercial Bankruptcy ,
Contract Terms ,
Default ,
Equitable Defenses ,
Estoppel ,
Fraud ,
Guarantors ,
Laches ,
Lenders ,
Loans ,
Mitigation ,
Public Policy ,
Remedies ,
Unclean Hands ,
Unjust Enrichment ,
Waivers ,
Willful Misconduct