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A prior post — Statutory LLC Buyouts – “Fair Value” vs. “Fair Market Value” — covered an unpublished opinion filed in 2021 addressing the difference between the statutory buyout processes governing California corporations and...more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
The California Supreme Court weighed in on the validity of commercial lease co-tenancy provisions with its recent opinion in JJD-HOV Elk Grove, LLC v. Jo-Ann Stores, LLC. A commercial lease co-tenancy clause conditions a...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
Corporate directors have long relied on the “business judgment rule,” under which their decisions are presumed to have been made “on an informed basis, in good faith, and in the honest belief that the action taken was in the...more
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
With certain narrow exceptions (including in connection with the sale of the “goodwill” of a business), agreements restraining competition face an uphill battle in California. As a matter of public policy, California law...more
The “right to alienate” (transfer) property is an important part of the legal “bundle of rights” regarding property ownership. But those rights, like most others, can be altered by court orders....more
In a prior LLC Jungle post — Think Carefully Before Forming an “Out of State” LLC — we reviewed a published opinion (Boschetti v. Pacific Bay Investments Inc.) holding that a claim for Judicial Dissolution of an LLC was...more
Actions taken within business entities are sometimes deemed invalid due to procedural defects. For corporations, section 119 of the Corporations Code establishes a clear procedure by which defective actions can be ratified...more
Receivership is a provisional remedy within a court’s broad equitable jurisdiction. The statute most commonly used in obtaining a receivership is Code of Civil Procedure section 564. But other statutes sometimes apply, such...more
In 2022, The LLC Jungle covered the opinion Friend of Camden, Inc. v. Brandt in a post titled LLC Dissolution Vote Defeats Statutory Buyout. In the Friend of Camden case, the Court of Appeal held that an LLC membership vote...more
Prior LLC Jungle posts have addressed the tricky issue of LLC managerial authority in the context of the LLC’s dealings with third parties...
As referenced in those posts, under Corporations Code section 17703.01, when an...more
7/5/2024
/ Actual or Constructive Knowledge ,
Agents ,
Board of Directors ,
Buyers ,
Commercial Litigation ,
Corporations Code ,
Lack of Authority ,
Limited Liability Company (LLC) ,
Managing Members ,
Operating Agreements ,
Property Owners ,
Purchase and Sale Agreements ,
Sellers ,
Third-Party Relationships ,
Unauthorized Transactions
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
A foreclosure sale purchaser attempting to evict a tenant on the property can encounter pitfalls, as made clear in a series of court cases in recent years. Here is a summary, capped by an update on a recently filed...more
The distinction between direct and derivative claims is a recurring theme on The LLC Jungle.
In a nutshell, under California law, an LLC (just like a corporation) is treated as a legal entity separate and distinct from...more
A recorded lis pendens notifies prospective purchasers, encumbrancers, and transferees that there is litigation pending that affects the property. To curb abuses of the lis pendens process, the Legislature enacted amendments...more
Many posts on The LLC Jungle blog have focused on the fiduciary duties owed by LLC managers to both the LLC’s members and the LLC itself.
Other posts have focused on the pitfalls of LLC Operating Agreements that fail to...more
In the recent case Romero v. Shih, the California Supreme Court clarified that under California law, parties to a real estate transaction may create an implied easement that effectively grants the dominant tenement exclusive...more
Asserting claims derivatively on behalf of an LLC, as opposed to directly on behalf of an LLC member, can be tricky business for even experienced litigators. The requirements for derivative claims have been explored in...more
Two important principles governing corporate entities are: (1) the entity is legally distinct from its owners; and (2) the entity’s property and assets belong to the entity, not its owners.
These themes are...more
Obligations reduced to a promissory note are often accompanied by a written guaranty. The law treats the guaranty as an independent obligation.
A case recently decided by California’s First District Court of Appeal —...more
12/28/2023
/ Appeals ,
Cal Code of Civil Procedure ,
Deed of Trust ,
Foreclosure ,
Guarantors ,
Guaranty Claims ,
Investors ,
Lenders ,
Liability ,
Loan Servicing ,
Promissory Notes ,
Reversal ,
Settlement