Judge: Colin Leis, Case: 24STCP03065, Date: 2025-04-10 Tentative Ruling

Case Number: 24STCP03065    Hearing Date: April 10, 2025    Dept: 74

Kawachi et al. v. Doe et al.

Plaintiffs Dennis and Kifishia Kawachi’s Motion to Reinstate Wrongfully Terminated Entity Whether by Fraud of Mistake

BACKGROUND 

Plaintiffs Dennis and Kifishia Kawachi (Plaintiffs) filed a Petition to Reinstate a Wrongfully Terminated Entity Whether by Fraud of Accident. 

LEGAL STANDARD

            The Court may order the reinstatement of a business entity if it finds either: (1) the factual representations by a shareholder, member, partner, or other person that are contained in the termination document are materially false, or (2) the submission of the termination document to the Secretary of State for filing is fraudulent.

DISCUSSION

             Plaintiffs filed a motion to reinstate wrongfully terminated entity on the grounds that Kifishia filed the Certification of Cancellation and Certificate of Dissolution by mistake.  Both the certificates were filed with errors.  The Certificate of Cancellation improperly stated that a vote was made by all of the members of the California Limited Liability Company.  (Kifishia Decl., ¶ 14; Nguyen Decl., Ex. A.)  The Certificate of Dissolution improperly stated that the dissolution was caused by “the happening of an event as set forth in the Articles of Organization or in the LLC’s Operating Agreement.”  (Kifishia Decl., ¶ 15; Nguyen Decl. Ex. A.)  The errors were caused by a confusion between partners in which Plaintiffs had discussed dissolution but did not intend to terminate the entity at the time of dissolution.  (Kifishia Decl., ¶¶ 9, 13; Nguyen Decl., ¶ 11.)  Accordingly, the representations contained in the termination document are materially incorrect and the Court orders the reinstatement of FB DTLA, LLC, per Government Code section 12261. 

Additionally, the Court finds no conflict with the entity name.   

CONCLUSION

            The Court grants Plaintiffs’ Motion to Reinstate Wrongfully Terminated Entity Whether by Fraud of Mistake.

            Plaintiffs to give notice.