Judge: Jon R. Takasugi, Case: 21STCP02854, Date: 2022-08-29 Tentative Ruling

Case Number: 21STCP02854    Hearing Date: August 29, 2022    Dept: 17

Superior Court of California

County of Los Angeles

DEPARTMENT 17

TENTATIVE RULING

            Petitioner’s petition is GRANTED.

            On 8/30/2021, Petitioner Penafrancia Brooks (Petitioner) petitioned this Court to appoint a corporate director of Westbrook Insurance Services, Inc.

Discussion 

            Petitioner asks the Court to appoint her as corporate director of Westbrook Insurance Services, Inc. pursuant to Corporations Code section 2003 which provides:

When the identity of the directors or their right to hold office is in doubt, or if they are dead or unable to act, or they fail or refuse to act or their whereabouts cannot be ascertained, any interested person may petition the superior court of the proper county to determine the identity of the directors or, if there are no directors, to appoint directors to wind up the affairs of the corporation, after hearing upon such notice to such persons as the court may direct.

            In support of her petition, Petitioner submitted the following evidence:

-         Westbrook Insurance Services, Inc. (Corporation) was formed by Edwin C. Brooks, Petitioner’s husband. (Petition ¶ 6.)

-         Mr. Brooks passed away on January 29, 2019.  Petitioner was appointed as Executor of the Estate of Edwin C. Brooks, deceased, by order of this court in Los Angeles County Superior Court Case. No. 20STPB07131. Petitioner is the surviving spouse of Edwin C. Brooks. (Petition ¶ 3.)

-         At the time of his death, Mr. Brooks was the sole shareholder, officer, and director of the Corporation. Since his death, the Corporation has had no officer or director, nor does it have a shareholder who can elect a director or officer. (Petition ¶ 6.)

-         It is in the best interest of the Corporation and the Estate of Edwin C that this Court appoint Petitioner as director to continue in such capacity during the administration of the Estate of Edwin C. Brooks to take all necessary and  appropriate steps to manage the assets and liabilities of the Corporation to eventually wind down and dissolve the Corporation and until that time maintain it in compliance with all applicable requirements of the California Corporations Code and the California Secretary of State that pertain. (Petition ¶ 9.)

Petitioner’s evidence establishes that the sole director of Westbrook Insurance Services, Inc. is no longer able to act on behalf of the corporation, and that a corporate director cannot be otherwise appointed without Court intervention. Accordingly, pursuant to Corporations Code section 2003, the Court appoints Petitioner as director of Westbrook Insurance Services, Inc. to wind up the affairs of the corporation. In so doing, the Court notes that Westbrook Insurance Services, Inc. appears to have been in suspended status since 12/28/2021.

Based on the foregoing, Petitioner’s petition is granted.

It is so ordered.

Dated:  August    , 2022

   Hon. Jon R. Takasugi
   Judge of the Superior Court

Parties who intend to submit on this tentative must send an email to the court at smcdept17@lacourt.org by 4 p.m. the day prior as directed by the instructions provided on the court website at www.lacourt.org.  If a party submits on the tentative, the party’s email must include the case number and must identify the party submitting on the tentative.  If all parties to a motion submit, the court will adopt this tentative as the final order.  If the department does not receive an email indicating the parties are submitting on the tentative and there are no appearances at the hearing, the motion may be placed off calendar. 

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