Modifying a loan can sometimes cause a loss of lien priority. It all depends on the facts underlying the modification, and even the original loan....more
Under section 17707.03 of California’s Revised Uniform Limited Liability Company Act, when a member sues the other members for dissolution of the LLC, the other members can exercise a statutory buyout of the suing member’s...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
Business divorce can be messy, as reflected by many of the cases covered here at The LLC Jungle. Two issues that frequently arise during the dissolution of an LLC are: 1. the statutory buyout procedure, and 2. claims for...more
10/25/2021
/ Appraisal ,
Breach of Duty ,
Business Divorce ,
Buyouts ,
Damages ,
Derivative Suit ,
Dissolution ,
Fiduciary Duty ,
Limited Liability Company (LLC) ,
Limited Partnerships ,
Membership Interest ,
Misappropriation ,
Standing
LLC managers owe fiduciary duties both to the LLC and to the LLC’s members, similar to the duties owed by a partner to other partners in a partnership. (Corp Code §17704.09.) These include the duty of loyalty, care, and...more
9/30/2021
/ Bankruptcy Court ,
Breach of Duty ,
Business Disputes ,
Business Litigation ,
Commercial Bankruptcy ,
Contract Terms ,
Exculpatory Clauses ,
Fiduciary Duty ,
Limited Liability Company (LLC) ,
Malfeasance ,
Operating Agreements ,
Personal Liability ,
Summary Judgment
As the first federal court of appeals to address a challenge to the constitutionality of a COVID-19-related eviction moratorium under the Contracts Clause of the United States Constitution, the Ninth Circuit Court of Appeals...more
9/24/2021
/ Constitutional Challenges ,
Contracts Clause ,
Coronavirus/COVID-19 ,
Eviction ,
Infectious Diseases ,
Landlords ,
Moratorium ,
Public Health Emergency ,
Rent ,
Rental Property ,
Tenants
Under California law, a grant deed is generally understood to transfer the entire fee title interest in real property, unless it expressly states otherwise. (See, e.g., Civil Code sections 1105 and 1113.) If the seller wants...more
8/30/2021
/ Action to Quiet Title ,
Agribusiness ,
Contract Terms ,
Easements ,
Farms ,
Grant Deed ,
Parking Lots ,
Pipelines ,
Property Owners ,
Real Estate Development ,
Real Estate Transactions ,
State and Local Government
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
Accessory dwelling units (ADUs) have become popular during the run up in California real estate values.
ADUs have been touted for several benefits, including increasing housing supply, creating affordable housing options,...more
In California, all LLCs are required to periodically file a Statement of Information with the Secretary of State. The Statement of Information is posted to the Secretary of State’s website, and can be accessed by the public...more
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
When LLC membership interests suffer harm at the hands of wrongful conduct by another member or the LLC’s manager, the litigation claims are usually based on fiduciary duties, including the duty of good faith and fair dealing...more
Under California’s Quiet Title Act, a third party who acts in reliance on a quiet title judgment retains its property rights even if that quiet title judgment is later declared void as long as the third party qualifies as a...more
A DAO is a Decentralized Autonomous Organization. It’s a blockchain thing. How do DAOs relate to LLCs? And why are DAOs the subject of this post on The LLC Jungle blog? Read on…...more
A deed of trust beneficiary usually feels pretty confident with the validity of the deed as long as it is signed by an owner of the property.
But when the property constitutes community property of a married couple, is...more
LLC disputes frequently lead to the court’s appointment of a receiver under California Code of Civil Procedure section 564. The receiver effectively steps into the shoes of the LLC’s manager, and calls the shots regarding...more
Claims for quieting title to real property can be governed by different statutes of limitations periods. But a common issue in quiet title cases is when the statute of limitations period starts running....more
Title insurance is inexpensive for a reason -
Unlike other insurance policies, it is not prospective in nature. It does not cover title defects or liens that come into being after the effective date of the policy. ...more
Under California’s Revenue and Taxation Code, the purchase price of real property usually creates a rebuttable presumption regarding the property’s “fair market value.” However, for that presumption to apply, the sale must...more
The “alter ego” doctrine allows a creditor of a business entity to “pierce the corporate veil” and enforce the debt against the company’s individual owners. The standards for proving alter ego liability are high, and the...more
Oscar Wilde is quoted for saying—“To expect the unexpected shows a thoroughly modern intellect.”
This advice certainly holds true for a senior deed of trust lienholder contemplating foreclosure on real property security. ...more
One substantial LLC membership right in California (and most other states) is the ability of members to file a “derivative” lawsuit. If the LLC has suffered harm, but the LLC fails to sue (due to managerial inaction,...more
A judgment creditor can record an abstract of judgment, a document that identifies the judgment debtor and the amount of the debt.
The abstract usually does not identify specific property. As long as it properly...more
Suppose your LLC’s operating agreement contains a typical clause requiring all disputes to be resolved in binding arbitration instead of the court system.
Is it then safe to assume that all disputes among the LLC’s members...more
LLC members often hold their membership interests in a family trust. The benefits of trusts are well known — they generally allow assets to be easily transferred after death without the time, hassle, and expense of court...more