LLCs are celebrated for allowing business partners to freely define their relationship by contract — i.e., the LLC operating agreement. The operating agreement generally covers all of the important aspects of the company and...more
11/26/2018
/ Capital Contributions ,
Contract Amendments ,
Corporate Dissolution ,
Dismissals ,
Family Businesses ,
Limited Liability Company (LLC) ,
Managing Members ,
Member Removal ,
Membership Interest ,
Motion to Dismiss ,
Operating Agreements
For nearly three years, one of the rapidly developing areas of California foreclosure law has focused on whether a borrower has “standing” to challenge a wrongful foreclosure based on defective assignments of the note or deed...more
There are not many published California Court of Appeal opinions providing guidance for LLC managers and members. That’s why it’s an “LLC Jungle” out there.
While unpublished opinions are not binding precedent outside of...more
10/22/2018
/ Bad Faith ,
Breach of Duty ,
Creditors ,
Debtors ,
Default ,
Demurrers ,
Distribution Rules ,
Fiduciary Duty ,
Limited Liability Company (LLC) ,
Managing Members ,
Membership Interest ,
Operating Agreements
As detailed in prior posts, to establish a claim for adverse possession, a plaintiff must prove the following elements: For adverse possession of an easement, the plaintiff must pay the taxes as long as the easement has been...more
10/12/2018
/ Action to Quiet Title ,
Adverse Possession ,
Appeals ,
Color of Title ,
Constructive Notice ,
Easements ,
Failure-to-File ,
Lump Sum Payments ,
Prompt Payment ,
Property Tax ,
Reversal ,
Tax Debt
The “Seven Critical Mistakes LLCs Make” Series -
This series of posts covers some of the most serious mistakes that LLCs regularly make. Here are...short summaries of each:
Choosing the Wrong Business Partners —...more
10/8/2018
/ Alter Ego ,
Apparent Authority ,
Business Divorce ,
Business Formation ,
Business Partners ,
Covenant of Good Faith and Fair Dealing ,
Due Diligence ,
Duty of Loyalty ,
Fiduciary Duty ,
Founding Members ,
Guaranty Claims ,
Intellectual Property Protection ,
Limited Liability Company (LLC) ,
Managing Members ,
Membership Agreements ,
Membership Interest ,
Operating Agreements ,
Prohibited Transactions ,
Secured Debt ,
Trade Secrets
California’s Housing Accountability Act, first enacted in 1982 and then strengthened in 2017 by Senate Bill 167, has gained further muscle through a new amendment — Assembly Bill 3194, enacted August 28, 2018....more
In reviewing notable guaranty cases from 2017 while preparing this year’s updates and edits for CEB’s top-notch treatise, California Mortgages, Deeds of Trust, and Foreclosure Litigation, we came across an opinion that...more
9/7/2018
/ Appeals ,
Board of Directors ,
Commercial Leases ,
Contribution Claims ,
Conversion ,
Corporate Misconduct ,
Dismissals ,
Guarantors ,
Joint and Several Liability ,
Landlords ,
Levy ,
Proportionality ,
Release of Liability ,
Reversal ,
Shareholders ,
Sheriffs Sale
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
When a commercial lease tenant experiences the joy of a sewer line backup, which causes raw sewage to flow from all of the sinks on the premises and contaminates the tenant’s business equipment, it is not shocking for the...more
8/24/2018
/ Appeals ,
Commercial Leases ,
Commercial Tenants ,
Damages ,
Eviction ,
Holdover Occupants ,
Landlords ,
Property Damage ,
Reaffirmation ,
Sewer Systems ,
Summary Judgment ,
Unlawful Detainer
Under California’s State Housing Law (Health and Safety Code sections 17910-17998.3), if an apartment building owner fails to comply with a notice to repair or abate building standard violations issued by an enforcement...more
8/17/2018
/ Abatement ,
Apartments ,
Appeals ,
Attorney's Fees ,
Building Codes ,
Duty To Repair ,
Equitable Lien ,
Intervenors ,
Lenders ,
Public Housing Authorities ,
Receivership ,
Residential Property Owners ,
Reversal ,
Safety Violations ,
State Agencies ,
State Law Claims ,
Written Notice
A rent control initiative titled the “Affordable Housing Act” — but criticized by others as the “California Housing Freeze” — has qualified as Proposition 10 on the November 2018 ballot. What is it?...more
7/19/2018
/ Affordable Housing ,
Apartments ,
Ballot Measures ,
Condominiums ,
Construction Industry ,
Fair Market Value ,
Investment Property ,
Landlords ,
Price Gouging ,
Rent Control ,
Rental Income ,
Repeal ,
Residential Leases ,
Single Family Housing ,
Tenants