Judge: H. Jay Ford, III, Case: 22SMCV00132, Date: 2024-11-21 Tentative Ruling

Case Number: 22SMCV00132    Hearing Date: November 21, 2024    Dept: O

 Case Name:  Perdana Group, LLC v. Mad Science Laboratories, LLC, et al.

SUBJECT:                 MOTION TO STAY THE DISSOLUTION ACTION AS TO MAD SCIENCE LABORATORIES, LLC, APPOINT APPRAISER AND ORDER A BUYOUT PURSUANT TO CORP. CODE § 17707.0

MOVING PARTY:   Defendant Attila, LLC

RESP. PARTY:         None

TENTATIVE RULING

            Defendant Attila, LLC’s Motion to Stay the Dissolution Action as to Mad Science Laboratories, LLC, Appoint Appraiser and Order a Buyout Pursuant to Corp. Code § 17707.03 is GRANTED. Defendant has met all the statutory requirements of CCP § 17707.03(c).

            The Court orders the SAC, and each Cause of Action thereof for Involuntary Dissolution and Breach of Fiduciary Duty, stayed in its entirety pursuant to Corporations Code §17707.03(c)(2), pending the buyout of Perdana Group LLC’s 5.55% membership interest in Mad Science Laboratories LLC.

            On or before ____________________, the Court orders Defendant Attila, LLC and Perdana Group, LLC to submit a Joint Report No. 1 to the Court addressing the following issues:

1.     Each of the parties shall identify an appraiser whom it selected to determine the fair market value of Perdana Group, LLC’s 5.55% membership interest in Mad Science Laboratories, LLC; and

2.     The two appraisers selected by the parties shall attempt to mutually agree upon a third neutral appraiser. Failing such agreement, the parties shall provide the Court with two nominations each for a third neutral appraiser, including his or her name, contact information, and resume. The Court shall select the neutral third appraiser from the four appraisers recommended by the parties’ appraisers.

3.     If necessary, a status conference regarding the appraisal process shall take place on ___________________________ at ___a.m. in Department O of this Court to determine the identity of the third appraiser.

4.     Each of the three appraisers shall independently arrive at the fair market value of Perdana Group, LLC’s 5.55% membership interest in Mad Science Laboratories LLC as of January 26, 2022, the date of the filing of the original complaint in this action in accordance with Corporations Code §17707.03(c)(5).

5.     Within 15 days of this Order, Attila, LLC shall post a bond of $ 10,000.00 pursuant to Corporations Code §17707.0.

6.     The three appraisers shall submit their final appraisal report on or before 60 days from the selection of the third appraiser.

7.     Within ten (10) days of the submission of their appraisal reports, the three appraisers shall meet and confer to determine if two or three of them can agree on the fair market value of Perdana Group LLC’s 5.55% membership interest in Mad Science. The appraisers shall advise the Court within five (5) days of their meeting as to whether an agreement of fair market value has been reached by two or more appraisers, and, if so, the fair market value determination. If the appraisers cannot agree on the fair market value, the Court will make that final determination based on the three appraisals it has received.

8.     Each party shall pay the cost of its own appraiser and one-half of the cost of the Third Appraiser

            Defendant Attila, LLC RJN is GRANTED. The Court “may take judicial notice of the fact of a document's recordation, the date the document was recorded and executed, the parties to the transaction reflected in a recorded document, and the document's legally operative language, assuming there is no genuine dispute regarding the document's authenticity. From this, the court may deduce and rely upon the legal effect of the recorded document, when that effect is clear from its face.” (Scott v. JPMorgan Chase Bank, N.A. (2013) 214 Cal.App.4th 743, 755, as modified on denial of reh'g (Apr. 16, 2013)