dissolution claim in California

2015We, nonetheless, find it persuasive. 9 Gong also mentioned in passing the fact that “the dissolution claim threatens [the corporation’s] existence.” (Gong, supra, 166 Cal.App.4th at p. 216 .) As we explained above, however, this does not necessarily create a conflict. 10 Coldren filed two motions to dismiss the appeal.

2015(Gong, supra, 166 Cal.App.4th at p. 216 .) “Although [the plaintiff] has not yet filed a derivative claim seeking damages on behalf of the corporation (which [the defendants] admit would require [the firm’s] disqualification), [the plaintiff’s] complaint alleges damage to [the corporation] through [the defendant shareholder’s] personal use of corporate funds, and the dissolution claim threatens its corporate existence.” (Ibid.) Second, the corporation had filed a cross-complaint against the plaintiff for, among other things, fraud and breach of fiduciary duty.

2019Co. v. Superior Court (2003) 114 Cal.App.4th 434 , 442, 8 Cal.Rptr.3d 56 .) As stated in the Restatement Second of Conflict of Laws: "The local law of the state of incorporation will be applied to determine the right of a shareholder to participate in the administration of the affairs of the corporation, in the division of profits and in the distribution of assets on dissolution and his rights on the issuance of new shares, except in the unusual case where, with respect to the particular issue, some other state has a more significant relationship under the principles stated in § 6 to the share

2019Co. v. Superior Court (2003) 114 Cal.App.4th 434 , 442, 8 Cal.Rptr.3d 56 .) As stated in the Restatement Second of Conflict of Laws: "The local law of the state of incorporation will be applied to determine the right of a shareholder to participate in the administration of the affairs of the corporation, in the division of profits and in the distribution of assets on dissolution and his rights on the issuance of new shares, except in the unusual case where, with respect to the particular issue, some other state has a more significant relationship under the principles stated in § 6 to the share

2026(See Dickson, supra, 164 Cal.App.4th at p. 476 ; id. at p. 479 (conc. opn. of Blease, Acting P. J.).) That an order or “judgment will follow the alternative decree upon a tender does not mean the party making or accepting the tender who is dissatisfied 6 with the valuation may await its entry to appeal that issue.” (Dickson, supra, 164 Cal.App.4th at p. 476 .) We view the June 2024 order, following the March 2024 alternative decree, as addressing the underlying dissolution claim “for the purpose of terminating that proceeding through denying the requested relief.” (Ibid.) This subsequent June

2026(See Dickson, supra, 164 Cal.App.4th at p. 476 ; id. at p. 479 (conc. opn. of Blease, Acting P. J.).) That an order or “judgment will follow the alternative decree upon a tender does not mean the party making or accepting the tender who is dissatisfied 6 with the valuation may await its entry to appeal that issue.” (Dickson, supra, 164 Cal.App.4th at p. 476 .) We view the June 2024 order, following the March 2024 alternative decree, as addressing the underlying dissolution claim “for the purpose of terminating that proceeding through denying the requested relief.” (Ibid.) This subsequent June

2025(Park, supra, 2 Cal.5th at p. 1060 .) Put another way, “but for” the Meadses’ claim for judicial dissolution, there would be no basis for the cross-complaint, and the cross-complaint “therefore falls squarely within the ambit of the anti-SLAPP statute’s ‘arising from’ prong.” (Navellier, supra, 29 Cal.4th at p. 90 .) B.

2025(Park, supra, 2 Cal.5th at p. 1060 .) Put another way, “but for” the Meadses’ claim for judicial dissolution, there would be no basis for the cross-complaint, and the cross-complaint “therefore falls squarely within the ambit of the anti-SLAPP statute’s ‘arising from’ prong.” (Navellier, supra, 29 Cal.4th at p. 90 .) B.

2024Campbell v. Security Pacific National Bank (1976) 62 Cal.App.3d 379 is the only authority defendants cite for the proposition that dismissal of some claims can have preclusive effect on other claims in the same suit.

2024(Villacres v. ABM Industries Inc. (2010) 189 Cal.App.4th 562, 575 ; ECC Construction, Inc. v. Oak Park Calabasas Homeowners Assn. (2004) 122 Cal.App.4th 994, 1002 .) The dismissal of the dissolution claim did not do that—it disposed of only one claim.

2024(Villacres v. ABM Industries Inc. (2010) 189 Cal.App.4th 562, 575 ; ECC Construction, Inc. v. Oak Park Calabasas Homeowners Assn. (2004) 122 Cal.App.4th 994, 1002 .) The dismissal of the dissolution claim did not do that—it disposed of only one claim.

2024Rather, claim preclusion “‘gives conclusive effect to a former judgment only when the former judgment was in a different action; an earlier ruling in the same action cannot be res judicata . . . .’” (Phillips v. Sprint PCS (2012) 209 Cal.App.4th 758, 770 ; see also DKN Holdings, supra, 61 Cal 4th at p. 828 [“claim preclusion bars the second action”]; Clark v. Lesher (1956) 46 Cal.2d 874, 880 [claim preclusion “operates as a bar to the maintenance of a second suit between the same parties on the same cause of action”]; Mycogen, supra, 28 Cal.4th at p. 897 [“all claims based on the same cause of

2020(Park, supra, 27 Cal.3d at p. 340 .) During the dissolution hearing, the husband did not tell the court that his wife had been deported and instead suggested that she had voluntarily departed.

2019A request for buyout under section 15908.02 does not constitute a cause of action independent from a judicial dissolution action.” (Panakosta, supra, 199 Cal.App.4th at p. 634 ; see Kennedy v. Kennedy (2015) 235 Cal.App.4th 1474 , 1485–1488 [applying same rule to § 17707.03 claim].) Boschetti also noted at oral argument the practical advantages of allowing a single California court to dissolve both the general partnership and all the LLC’s and LP’s that it owns. 6 However, we need not decide whether a California court has jurisdiction to dissolve the foreign entities because we conclude that,

2013(Bianco v. California Highway Patrol (1994) 24 Cal.App.4th 1113, 1125-1126 ; Bistawros v. Greenberg (1987) 189 Cal.App.3d 189, 192-193 .) To the extent plaintiffs’ contentions instead go to whether the Doughertys improperly precluded them from withdrawing from the partnership, that was not the basis of plaintiffs’ dissolution claim.

2013(Bianco v. California Highway Patrol (1994) 24 Cal.App.4th 1113, 1125-1126 ; Bistawros v. Greenberg (1987) 189 Cal.App.3d 189, 192-193 .) To the extent plaintiffs’ contentions instead go to whether the Doughertys improperly precluded them from withdrawing from the partnership, that was not the basis of plaintiffs’ dissolution claim.

2011(Ibid.) Go does not contradict Cubalevic’s and Ovadia’s holdings that disissal of a cause of action for dissolution leaves the trial court without jurisdiction to allow a buyout when the authorizing statute allows buyout as an alternative to dissolution. ( Go, supra, 179 Cal.App.4th 522 ; Cubalevic, supra, 240 Cal.App.2d 557 ; Ovadia, supra, 24 Cal.App.4th 1100 .) Panakosta’s focus on the trial court’s obligation to issue an alternative decree when presented with a proper motion for buyout ignores the lack of a condition precedent in this case, namely, a pending cause of action for judicial di

2011(Ibid.) Go does not contradict Cubalevic’s and Ovadia’s holdings that disissal of a cause of action for dissolution leaves the trial court without jurisdiction to allow a buyout when the authorizing statute allows buyout as an alternative to dissolution. ( Go, supra, 179 Cal.App.4th 522 ; Cubalevic, supra, 240 Cal.App.2d 557 ; Ovadia, supra, 24 Cal.App.4th 1100 .) Panakosta’s focus on the trial court’s obligation to issue an alternative decree when presented with a proper motion for buyout ignores the lack of a condition precedent in this case, namely, a pending cause of action for judicial di

2011(Ibid.) Go does not contradict Cubalevic’s and Ovadia’s holdings that disissal of a cause of action for dissolution leaves the trial court without jurisdiction to allow a buyout when the authorizing statute allows buyout as an alternative to dissolution. ( Go, supra, 179 Cal.App.4th 522 ; Cubalevic, supra, 240 Cal.App.2d 557 ; Ovadia, supra, 24 Cal.App.4th 1100 .) Panakosta’s focus on the trial court’s obligation to issue an alternative decree when presented with a proper motion for buyout ignores the lack of a condition precedent in this case, namely, a pending cause of action for judicial di

1988In In re Marriage of Fink, supra, 54 Cal.App.3d 357 , the husband’s declaration stated “that reconciliation was not possible, that the dissolution hearing would be brief, and that the other issues (ascertainment and division of community property, spousal support and attorney fees) would require a long trial preceded by extensive discov *789 ery.” (Id., at pp. 359-360.) And in In re Marriage of Lusk, supra, 86 Cal.App.3d 228 , the husband’s declaration “averred that he had no intention of reconciling with wife, that he believed it was in the best interest of all parties that the marriage be di

1988In In re Marriage of Fink, supra, 54 Cal.App.3d 357 , the husband’s declaration stated “that reconciliation was not possible, that the dissolution hearing would be brief, and that the other issues (ascertainment and division of community property, spousal support and attorney fees) would require a long trial preceded by extensive discov *789 ery.” (Id., at pp. 359-360.) And in In re Marriage of Lusk, supra, 86 Cal.App.3d 228 , the husband’s declaration “averred that he had no intention of reconciling with wife, that he believed it was in the best interest of all parties that the marriage be di

1983(See In re Marriage of Epstein (1979) 24 Cal.3d 76 [ 154 Cal.Rptr. 413 , 592 P.2d 1165 ]; In re Marriage of Richmond (1980) 105 Cal.App.3d 352 [ 164 Cal.Rptr. 381 ].) A reading of the Santa Clara Superior Court guidelines for spousal support does not disclose whether they are utilized only for temporary orders, or whether they are also used for the fixing of so-called “permanent” spousal support.

1983(See In re Marriage of Epstein (1979) 24 Cal.3d 76 [ 154 Cal.Rptr. 413 , 592 P.2d 1165 ]; In re Marriage of Richmond (1980) 105 Cal.App.3d 352 [ 164 Cal.Rptr. 381 ].) A reading of the Santa Clara Superior Court guidelines for spousal support does not disclose whether they are utilized only for temporary orders, or whether they are also used for the fixing of so-called “permanent” spousal support.

1983(See In re Marriage of Epstein (1979) 24 Cal.3d 76 [ 154 Cal.Rptr. 413 , 592 P.2d 1165 ]; In re Marriage of Richmond (1980) 105 Cal.App.3d 352 [ 164 Cal.Rptr. 381 ].) A reading of the Santa Clara Superior Court guidelines for spousal support does not disclose whether they are utilized only for temporary orders, or whether they are also used for the fixing of so-called “permanent” spousal support.

1983(See In re Marriage of Epstein (1979) 24 Cal.3d 76 [ 154 Cal.Rptr. 413 , 592 P.2d 1165 ]; In re Marriage of Richmond (1980) 105 Cal.App.3d 352 [ 164 Cal.Rptr. 381 ].) A reading of the Santa Clara Superior Court guidelines for spousal support does not disclose whether they are utilized only for temporary orders, or whether they are also used for the fixing of so-called “permanent” spousal support.

1979In Kulchar v. Kulchar, supra, 1 Cal.3d 467, 473 , the court explained the difference thusly: “Whether the case involves intrinsic or extrinsic fraud or mistake is not determined abstractly. ‘It is necessary to examine the facts in the light of the policy that a party who failed to assemble all his evidence at the trial should not be privileged to relitigate a case, as well as the policy permitting a party to seek relief from a judgment entered in a proceeding in which he was deprived of a fair opportunity fully to present his case.’ (Jorgensen v. Jorgensen, supra, 32 Cal.2d 13 atp. 19.)” Vince