I am in a VERY weird situation in CA: 2 person LLC. My partner sued for judicial dissolution. Granted. In giving the verdict, the judge was reading from the LLC law and was obviously fully expecting that I would be exercising my statutory buyout rights...
Then Plaintiff's attorney starts talking... and talking... and talking... and before I know what hit me, the judge has been boondoggled into thinking that "Anyone" can bid on the LLC's assets and business prior to dissolving the LLC! She has completely disconnected from the facts of the statute, which are pretty standard issue stuff: in a suit for dissolution the remaining member(s) can avoid dissolution by buying out the moving party's member interest. Period.
It's more complex than simply that (it was in concert with a partition of real property: we were engaged to be married), trial was bifurcated, our judgment is interlocutory.
So I filed a slew of motions to wake her up to the facts, all of which got blown out on procedural grounds. Judging from various clues, I don't think she really took in the content.
Bottom line: I finally realized that I have this statutory right. I am going to assert it. Under the statute, I can "initiate" an action in a different court, and that's what I MUST do, because she is obviously not paying attention.
I want to do this in as low-key, yet inarguable way possible. It's my right, I'm asserting it, done deal.
I know I need to ask for a TRO, because we have a receiver and the sale is imminent! But I have spent HOURS in the law library and I am still completely stumped about what my OPENING filing is! I don't want to actually file a complaint...who am I complaining against? I just want a different, sane, paying-attention, unboondoggled judge to grant a stay of dissolution. But that's a motion, which I'm told can't be an opening move. I need a complaint of some kind. Or...what? I read "California Causes of Action" and there was nothing that seemed to address my situation.
I need some kind of action that is "Please, yer Honor, stop the dissolution of the LLC and help me enforce my right to buy him out."
I deeply appreciate your assistance.
(I've been through two lawyers already, $70K worth. Second one is still around, but he is stumped as well. So is my next door neighbor, who is also a lawyer. So are the librarians. The Plaintiff's lawyer has managed to create three completely weird situations that I can't find case law or forms for. One of the others? He completely trashed mediation confidentiality law by whipping out a spreadsheet I'd prepared for mediation and quizzing me about it. My lawyer didn't register, and neither did I until long after. Went I went looking for law to make sure it wasn't something that needed to be objected to in the moment, I learned mostly that lawyers don't generally DO that... )
Then Plaintiff's attorney starts talking... and talking... and talking... and before I know what hit me, the judge has been boondoggled into thinking that "Anyone" can bid on the LLC's assets and business prior to dissolving the LLC! She has completely disconnected from the facts of the statute, which are pretty standard issue stuff: in a suit for dissolution the remaining member(s) can avoid dissolution by buying out the moving party's member interest. Period.
It's more complex than simply that (it was in concert with a partition of real property: we were engaged to be married), trial was bifurcated, our judgment is interlocutory.
So I filed a slew of motions to wake her up to the facts, all of which got blown out on procedural grounds. Judging from various clues, I don't think she really took in the content.
Bottom line: I finally realized that I have this statutory right. I am going to assert it. Under the statute, I can "initiate" an action in a different court, and that's what I MUST do, because she is obviously not paying attention.
I want to do this in as low-key, yet inarguable way possible. It's my right, I'm asserting it, done deal.
I know I need to ask for a TRO, because we have a receiver and the sale is imminent! But I have spent HOURS in the law library and I am still completely stumped about what my OPENING filing is! I don't want to actually file a complaint...who am I complaining against? I just want a different, sane, paying-attention, unboondoggled judge to grant a stay of dissolution. But that's a motion, which I'm told can't be an opening move. I need a complaint of some kind. Or...what? I read "California Causes of Action" and there was nothing that seemed to address my situation.
I need some kind of action that is "Please, yer Honor, stop the dissolution of the LLC and help me enforce my right to buy him out."
I deeply appreciate your assistance.
(I've been through two lawyers already, $70K worth. Second one is still around, but he is stumped as well. So is my next door neighbor, who is also a lawyer. So are the librarians. The Plaintiff's lawyer has managed to create three completely weird situations that I can't find case law or forms for. One of the others? He completely trashed mediation confidentiality law by whipping out a spreadsheet I'd prepared for mediation and quizzing me about it. My lawyer didn't register, and neither did I until long after. Went I went looking for law to make sure it wasn't something that needed to be objected to in the moment, I learned mostly that lawyers don't generally DO that... )
