Developments of Interest

New Cases of Interest - November 29, 2018

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Ontiveros v. Constable (2018) 27 Cal.App.5th 259.  A minority shareholder brought an involuntary dissolution action under Corporations Code Section 1800, but subsequently dismissed that action and contended that there was no remaining basis for either an appraisal of the minority shareholder’s shares or the purchase of those shares.  The court found that the right to purchase the minority shareholder’s interest was “immediate, pecuniary and substantial” upon the filing of the involuntary dissolution action and that the trial court’s action in subsequently terminating the appraisal and buyout proceeding was in error because once commenced, the appraisal and buyout proceeding supplanted the involuntary dissolution cause of action which could not therefore be dismissed in order to avoid the appraisal and the buyout.

Moss Brothers Toy, Inc. v. Ruiz (2018) 27 Cal.App.5th 424.  This is a SLAPP matter.  The employer brought a complaint alleging a former employee had breached arbitration agreements by failing to submit individual employment-related claims to arbitration and instead had proceeded with a putative class action complaint.  The employer’s suit was dismissed under the SLAPP statute with the court holding that the employee had engaged in protected activity by the act of filing a complaint and that was the focus of the action rather than what would have been unprotected private arbitration activity.

Cheveldave v. The Palms Unified Owners Association (2018) 27 Cal.App.5th 1202.  This is also a SLAPP action.  In this matter a homeowners association was sued by an owner in a dispute about the validity of a fee increase.  The fee increase was based upon a prior settlement agreement.  The fee was related to a recreational facility adjacent to the homeowners association property which had also been the subject of a bankruptcy proceeding.  The association had entered into the settlement agreement with the owners of the recreational facility resulting in an increase in the fee to be paid by the members for the use of that facility.  Plaintiff, a member of the association, contended that the association did not have the authority to enter into the settlement agreement.  The association filed a SLAPP motion.

The court found that the settlement agreement was a protected activity within the meaning of the SLAPP statute.  The court concluded, however, that Plaintiff’s action had “minimum merit” and accordingly the SLAPP motion should have been denied. 

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