G&W Warren, Inc. v. Dabney

Substantial evidence supported the trial court’s finding that the principal for a corporation that bought a motorcycle dealership from the plaintiffs knew about the transactions in which the corporation engaged and tacitly approved two 6-month deferrals of monthly payments of the purchase price, so he was not exonerated from his guarantee of the corporation’s obligations…

Tract No. 7260 Assn., Inc. v. Parker

Substantial evidence supported the trial court’s finding that a member of a nonprofit mutual benefit corporation sought the corporate records for an improper purpose, and since he requested the records as a solo member of the corporation, the corporation was not required to seek a court order barring him from accessing them; rather the burden…

Western Surety Co. v. La Cumbre Office Partners, LLC

Since plaintiff lacked actual knowledge of limitations on his authority, the signature by the manager of a limited liability company that was itself the manager of a second limited liability company was sufficient to bind the latter company to a contract. Under Corp. Code 17703.01(d), a contract signed by two managers of a limited liability…

Goles v. Sawhney

When an appraisal is conducted under Corporations Code 2000 to determine the value of shares in a closely held corporation, the trial court must either apply a value agreed upon by at least two of the three appraisers, or a value independently set by the trial court; the court cannot, as it did here, simply…

Pulte Homes Corp. v. Williams Mechanical, Inc.

Trial court erred in allowing suspended (and eventually dissolved) corporation relief from default judgment, since its agent for service of process was served, thus giving it actual knowledge of the suit.  Declining to decide whether a corporation that was first suspended (either for non-payment of taxes or failure to file its annual statement with the…

Palm Springs Villas II Home Owners Assn. v. Parth

Defendant was not entitled to summary judgment on breach of fiduciary duty because triable issues of fact existed on whether defendant’s failure to properly investigate unlicensed contractor was ultra vires and/or shielded by the business judgment rule. The trial court erred in granting defendant, who had been president and a director of the plaintiff homeowners’…