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Simply Getting Stiffed On A Judgment May Be An Inequitable Result

What happens when you sue someone who is judgment proof?  One solution may be to ask the trial court to amend the judgment to add additional judgment debtors.  Now, it may seem unusual to be able to add judgment debtors who were not part of the litigation.  The procedure, however, is equitable and is based…

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CalPERS’ Warning Of Chill Goes Unheeded

Last November, Judge James P. Kleinberg of the Santa Clara Superior Court in San Jose, California ruled on motions for summary judgment in a case brought by former employees of a management company that had been retained by the general partner of multiple investment funds.  These former employees sued the funds for more than $2 million in…

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County Assessors Assume A Conversion Involves A Transfer, But Are They Correct?

When an entity converts into another business form, does a transfer occur?  Many California Assessor’s offices seem to think so.  Therefore, don’t be surprised if following a conversion you receive a notice threatening a possible reappraisal of your real property.  The notice may seek additional information regarding the transaction or may provide a form for claiming an exclusion…

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What Happens When The Incorporator Dies?

One or more natural persons may form a corporation under the California General Corporation Law “by executing and filing articles of incorporation”.  Cal. Corp. Code § 200(a).   A corporation’s existence begins upon the second of these acts – the filing of the articles.  Cal. Corp. Code § 200(b).  What happens if a natural person executes articles of…

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Court of Appeal Decides Buy-Out Questions Under Re-RULPA

California’s Uniform Limited Partnership Act of 2008, commonly known as Re-RULPA, established a mechanism by which partners can avoid a judicial dissolution of the partnership by purchasing for cash the partnership interest owned by the partners initiating the judicial dissolution proceeding.  Cal. Corp. Code § 15908.02.  This procedure was modeled after the buy-out procedures in…

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One May Be The Loneliest Number But It’s Not A Partnership

Yesterday, a California Court of Appeal concluded that the idea of a one person partnership under the Revised Uniform Partnership Act has as much reality as a number whose square is a negative number.  Corrales v. Corrales involved two brothers who used a “stationary-store form” to form a partnership.  As the trial court observed, the partners then proceeded to…

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