The California Court of Appeal recently reaffirmed that a party’s ownership interest in real property must be clearly established before the party can have standing to bring an action for partition of the...more
6/30/2025
/ Appellate Courts ,
California ,
Dispute Resolution ,
Heirs ,
Inheritance ,
Joint Tenancy ,
Partitions ,
Probate ,
Probate Courts ,
Property Ownership ,
Real Estate Transactions ,
Standing ,
Tenants in Common ,
Wills
One of the most important rights owned by LLC members is the right to inspect the LLC’s books and records. For an overview of LLC books and records requests, see the prior LLC Jungle post: Why LLC Managers Should Take Member...more
An easement — an interest in the land of another entitling the easement owner to a limited use or enjoyment of another’s land — can be established by a variety of theories...more
Under California Civil Code section 2924(d), a trustee’s communications and actions that are necessary to conduct a nonjudicial foreclosure sale pursuant to a deed of trust are privileged under Civil Code section 47. The...more
In “business divorce” litigation involving LLCs, it is common to see a disgruntled LLC member asserting claims against the LLC’s manager. Depending on the type of harm alleged, those claims might be asserted directly (by the...more
4/22/2025
/ Breach of Contract ,
Breach of Duty ,
Business Divorce ,
Business Entities ,
Business Litigation ,
California ,
Corporations Code ,
Declaratory Relief ,
Fiduciary Duty ,
Limited Liability Company (LLC) ,
Operating Agreements
The California Court of Appeal recently clarified how courts should value a Performance Deed of Trust (PDOT) in foreclosure, and affirmed that the performance obligations included in the deed of trust survive beyond...more
3/31/2025
/ Appeals ,
Breach of Contract ,
California ,
Commercial Real Estate Market ,
Contract Disputes ,
Damages ,
Deed of Trust ,
Foreclosure ,
Homeowners Association (HOA) ,
Real Estate Transactions ,
Restrictive Covenants
A prior post — Statutory LLC Buyouts – “Fair Value” vs. “Fair Market Value” — covered an unpublished opinion filed in 2021 addressing the difference between the statutory buyout processes governing California corporations and...more
A lis pendens is a recorded document giving constructive notice that a lawsuit has been filed affecting title to or right of possession of the real property described in the notice. Any person later acquiring an interest in...more
2/24/2025
/ Appellate Courts ,
Beneficiaries ,
California ,
Elder Abuse ,
Estate Planning ,
Fiduciary Duty ,
Fraud ,
Probate ,
Property Owners ,
Real Estate Transactions ,
Trusts
Many prior posts have addressed the “alter ego” doctrine, under which a business entity’s owner can be held personally liable for the entity’s debts. This is also known as “piercing the corporate veil.”...more
A prior post — A Receiver For Your LLC? — covered the basics of court-appointed receivers acting on behalf of an LLC. It is always worth keeping in mind that a receiver appointed to handle the affairs of an LLC is a “general...more
A prior DAO Jungle Chronicles post here covered a 2023 federal District Court opinion from California’s Southern District holding that a complaint adequately alleged a DAO (in that case, bZx DAO) could be sued as a general...more
12/30/2024
/ Blockchain ,
California ,
Corporate Counsel ,
Crypto Exchanges ,
Cryptocurrency ,
Decentralized Autonomous Organization (DAO) ,
Ethereum ,
General Partnerships ,
Governance Standards ,
Institutional Investors ,
Liability ,
Motion to Dismiss ,
Securities Tokens
While many Californians consider the legality of cannabis to be settled law, the ongoing conflict between California and federal laws on the subject continue to give rise to unexpected outcomes when it comes to real property...more
California’s anti-SLAPP statute (Code of Civil Procedure section 425.16) aims to protect defendants from meritless lawsuits designed to chill “protected activity” — i.e., the exercise of rights of petition (litigation) or...more
California’s common law “business judgment rule,” as described by the courts, protects from court intervention “those management decisions which are made by directors in good faith in what the directors believe is the...more
7/31/2023
/ Appeals ,
Bad Faith ,
Board of Directors ,
Business Disputes ,
Business Judgment Rule ,
California ,
CC&Rs ,
Corporate Entities ,
Corporate Executive Boards ,
Demurrers ,
Failure to Investigate ,
Fraud ,
Good Faith ,
Homeowners Association (HOA) ,
Injunctions ,
Maintenance Fees ,
Shareholders
California’s Subdivision Map Act (“SMA”) governs the legal subdivision of property in California. The SMA’s approval process is familiar to most developers. The statute’s purpose is to ensure orderly and coordinated...more
One of the questions in real estate law arising out of the pandemic is what impact the pandemic and related closure orders would have on commercial leases, and in particular a tenant’s obligation to pay rent. Many, if not...more
Alter ego liability is a frequent topic covered in The LLC Jungle — see here for a list of all prior “alter ego” related posts.
The alter ego doctrine allows a court to disregard a corporate entity (including LLCs) and...more
5/23/2023
/ Alter Ego ,
Appeals ,
Arbitration ,
Arbitration Awards ,
Breach of Contract ,
Business Ownership ,
California ,
Corporate Entities ,
Liability ,
Limited Liability Company (LLC) ,
Loans ,
Marketing ,
Reversal
“Standing” is the legal term used to describe the requirement that a lawsuit be brought by the person(s) or entity(ies) having a right to bring the claim, generally referred to as the “real party in interest.” Lawsuits fail,...more
Members of an LLC are required to pitch in equally for the LLC’s expenses and debts, right?
Generally, no....more
In California, several classes of persons are entitled to some form of immunity protecting them from liability for activities performed in connection with judicial proceedings.
For example, “judicial immunity” bars civil...more
1/30/2023
/ Appeals ,
Breach of Contract ,
Breach of Duty ,
Brokers ,
California ,
Fiduciary Duty ,
Immunity ,
Judicial Proceedings ,
Liability ,
Motion for Summary Judgment ,
Negligence ,
Partitions ,
Quasi-Judicial Process ,
Real Estate Brokers
It is not uncommon for loan agreements to provide for fees, penalties, and default interest in the event of the borrower’s late payment. However, a case recently published by California’s First Appellate District — Honchariw...more
12/29/2022
/ Appeals ,
Arbitration ,
California ,
Civil Code ,
Default ,
Fees ,
Interest Rates ,
Late Payments ,
Liquidated Damages ,
Loan Agreements ,
Penalties ,
Reversal ,
Unenforceable Contract Terms
California’s statutes governing LLCs and general partnerships include “safe harbor” provisions making it easier for third parties to rely on the apparent authority of an LLC’s manager or a partnership’s partner. The statutes...more
Under California’s easement “merger” (merger of title) doctrine set forth in Civil Code sections 811 and 805, an easement (or servitude) is “extinguished” by “the vesting of the right of the servitude and the right to the...more
Commercial leases sometimes contain an option allowing the tenant to purchase the property. If the option is properly exercised, an enforceable purchase and sale obligation is created, which can be enforced by the courts...more
California’s anti-SLAPP statute (Code of Civil Procedure section 425.16) aims to protect defendants from meritless lawsuits designed to chill “protected activity” — i.e., the exercise of rights of petition or free speech on...more
10/17/2022
/ Anti-SLAPP ,
Appeals ,
Breach of Duty ,
Cal Code of Civil Procedure ,
California ,
Cross-Complaints ,
Fiduciary Duty ,
Limited Liability Company (LLC) ,
Motion To Strike ,
Operating Agreements ,
Protected Activity ,
Real Estate Investments ,
Reversal