Judge: Colin Leis, Case: 21STCP00179, Date: 2023-12-07 Tentative Ruling

Case Number: 21STCP00179    Hearing Date: December 7, 2023    Dept: 74

Soar Real Estate Investors, LLC v. Sea Breeze Group, LLC, et al.

Motion for Reconsideration

BACKGROUND 

            This action arises from a dispute between members of a Limited Liability Company. Plaintiff Soar Real Estate Investors, LLC (Plaintiff) filed its complaint on January 22, 2021, against Defendants Sea Breeze Group, Tradewinds Property Group, Charles L. McMillan, Team Investment Group, Marcus Wilson, and Maria Monjaraz (Defendants).

            In the third cause of action, Plaintiff seeks involuntary dissolution of Tradewinds Property Group, LLC.

            On March 3, 2023, Defendants filed a motion to stay the dissolution claim. On March 27, 2023, the court granted the motion. On June 9, 2023, the court signed and filed the order.

            On June 26, 2023, Plaintiff filed this motion for reconsideration of the court’s order.

LEGAL STANDARD

            “When an application for an order has been made to a judge, or to a court, and refused in whole or in part, or granted […] any party affected by the order may, within 10 days after service upon the party of written notice of entry of the order and based upon new or different facts, circumstances, or law, make application to the same judge or court that made the order, to reconsider the matter and modify, amend, or revoke the prior order.” (Code Civ. Proc., § 1008, subd. (a).)

DISCUSSION 

            Plaintiff requests that the court reconsider its order granting Defendants’ motion to stay dissolution proceedings in light of new facts. In support of its request, Plaintiff notes that Defendants’ person most knowledgeable revealed at deposition that (1) Defendants’ members did not meet to vote about Plaintiff’s membership status, and (2) Defendants did not document their decision about Plaintiff’s status. Relying on Corporations Code sections 17701.13, subdivision (d) and 17704.10, subdivision (h) and Defendants’ operating agreement (Overby Decl., ¶ 3; Ex. 2.), Plaintiff contends a membership vote and proper documentation were required to stay the dissolution proceedings.

Plaintiff reads too much into the statutes and the operating agreement. First, the statutes Plaintiff cites do not require a meeting and a vote (see § 17701.13, subd. (d) [document requirements], § 17704.10, subd. (h) [waiver of rights]). Second, sections 3.6 and 3.7 of the operating agreement make annual meetings merely optional but do not require them. (Overby Decl., ¶ 3; Ex. 2.) Hence, even if the information Defendants’ person most knowledgeable constituted “new facts” sufficient to support a motion for reconsideration, those facts do not warrant vacating the stay of the dissolution proceedings.

CONCLUSION 

The court denies Plaintiff’s motion for reconsideration.