Cheng v. Coastal L.B. Associates, LLC (2021) 69 Cal.App.5th 112. This is an interesting case involving an appraiser’s award valuing an interest in a limited liability company at a discounted fair market value and setting a final buyout price pursuant to Corporations Code § 17703(c). The court states that the appraisal provisions of the limited liability company statutes in its use of fair market value allows for discounts reflected in the market, which is different than the definition of fair value for corporations in Corporations Code § 2000. The Corporations Code provision in § 2000 does not apply in the LLC context, but rather the determination of value would take into account what the appraisers generally did in valuing a limited liability company interest, including the discounts applied here.
Dae v. Traver (2021) 69 Cal.App.5th 447. This is a SLAPP action involving a probate court petition in which the trustee alleged that a family member had violated a no contest clause. The court of appeal affirmed the denial of the SLAPP motion finding that the trustee provided sufficient evidence of a likelihood of success in that the family member’s previous petition challenged investment decisions which could amount to a contest and other allegations could be read as attempting to subvert the Trustor’s intent. Defeating the motion did not require proving frivolousness because a likelihood of success required only minimal merit.
Mitchell v. Twin Galaxies, LLC (2021) 70 Cal.App.5th 207. This again involves a SLAPP motion which was denied on the basis that the plaintiff showed a likelihood of being able to prevail. The claims made were defamation and false light claims arising from a company statement that the claimant had cheated to achieve high scores on the company’s video games. The claimant made a prima facie showing of actual malice presenting evidence that the defendant when investigating the allegations of cheating had relied on biased sources and had purposefully avoided facts that might confirm the probable falsity of a challenged statement, and that was sufficient to support an inference of actual malice.
Gregory L. McCoy