Judge: Mark A. Young, Case: 24SMCV01192, Date: 2024-10-03 Tentative Ruling
Case Number: 24SMCV01192 Hearing Date: October 3, 2024 Dept: M
CASE NAME: Yoon v. Yoon,
et al.
CASE NO.: 24SMCV01192
MOTION: Motion
for Change of Venue
HEARING DATE: 10/3/2024
Legal
Standard
Code of Civil Procedure (“CCP”) §
397(a) provides that “the court may, on motion, change the place of trial in
the following cases: (a) [w]hen the court designated in the complaint is not
the proper court.” “The moving party must overcome the presumption that the
plaintiff has selected the proper venue. [Citation] Thus, ‘[i]t is the moving
defendant’s burden to demonstrate that the plaintiff’s venue selection is not
proper under any of the statutory grounds.’ [Citation] In opposing the motion
to change venue, ‘[t]he plaintiff may bolster his or her choice of venue with
counter-affidavits consistent with the complaint’s theory of the type of action
but amplifying the allegations relied upon for venue.’ [Citation.]” (Fontaine
v. Superior Court (2009) 175 Cal.App.4th 830, 836.)
Generally, “where a plaintiff takes
advantage of the liberal statutory joinder rules and joins various causes of
action against various defendants, so long as the plaintiff chooses a venue
that is proper as to one defendant, the entire case may be tried there, regardless
of whether venue would be improper with respect to other defendants if the
causes of action against them were analyzed separately.” (K.R.L.
Partnership v. Superior Court (2004) 120 Cal.App.4th 490,
504.)
CCP section 395(a) provides, in
pertinent part, as follows: “Except as otherwise provided by law and subject to
the power of the court to transfer actions or proceedings as provided in this
title, the superior court in the county where the defendants or some of them
reside at the commencement of the action is the proper court for the trial of
the action. If the action is for injury to person or personal property of for
death from wrongful act or negligence, the superior court in either the county
where the injury occurs or the injury causing death occurs or the county where
the defendants, or some of them reside at the commencement of the action, is a
proper court for the trial of the action.”
CCP section 395.5 provides: “A
corporation or association may be sued in the county where the contract is made
or is to be performed, or where the obligation or liability arises, or the
breach occurs; or in the county where the principal place of business of such corporation
is situated, subject to the power of the court to change the place of trial as
in other cases.”
“Venue is determined based on the
complaint on file at the time the motion to change venue is made.” (Brown
v. Superior Court (1984) 37 Cal.3d 477, 482.) Plaintiff’s choice of
venue is presumptively correct, and Defendant bears the burden of demonstrating
that venue is not proper there. (Battaglia Enterprises, Inc. v. Superior
Court of San Diego County (2013) 215 Cal.App.4th 309, 313-14.)
EVIDENTIARY
ISSUES
Plaintiff Carol Yoon’s objection to
the declaration of Defendant Donna Yoon based upon a lack of foundation is
SUSTAINED. In her declaration, Donna
Yoon makes clear that portions of the declaration had to be translated from
English to Korean by a friend, Suzy Mears, in order for Donna Yoon to
understand it. There is no declaration
or evidence supporting Ms. Mears ability to translate this document. Thus, the entire declaration is
inadmissible.
ANALYSIS
Defendants Donna Yoon and Joanne
Yoon move for an order transferring this action to the Kern County Superior
Court. Defendants argue that Kern County is the proper venue because Carol Yoon
alleges causes of action regarding the corporate governance of ANA
International Corp., including dissolution and removal of director(s). Defendants
argue that such actions must be brought in the county in which ANA has its
principal place of business.
For venue purposes, actions are
classified as “local” or “transitory.” (Brown v. Superior Court (1984)
37 Cal.3d 477, 482 n.5.) In a mixed action, a plaintiff alleges two or
more causes of action each of which is governed by a different venue statute,
or two or more defendants are named who are subject to different venue
standards. (Id. at 488.) “‘The identifying characteristic of
mixed actions is that two or more inconsistent venue provisions . . . appear to
be concurrently applicable in the same case.’” (Id.) “In
cases with mixed causes of action, a motion for change of venue must be granted
on the entire complaint if the defendant is entitled to a change of venue on
any one cause of action.” (Id.)
Claims for dissolution or removal
of a director must be brought “in the superior court of the proper county.”
(Corp. Code, §§ 304, 1800(a).) The “proper county” means the county where the
corporation’s principal place of business is located. (Corp. Code, § 177.) The operative pleading when the transfer
motion was made was the first amended complaint (“FAC”), which alleges that
ANA’s principal place of business is in Los Angeles County. (FAC ¶3.) Defendants
fail to show that Kern County, rather than Los Angeles County, is ANA’s
principal place of business. Defendants present evidence that Plaintiff did not
change ANA’s address from the Kern County address on some business accounts,
including payroll. (See Donna Decl., ¶¶ 21-22, Exs. J-K.) Defendants admit that
Plaintiff, an officer of ANA, changed the company’s principal place of business
from Kern County to Los Angeles County prior to filing this suit. Defendants
argue that Plaintiff lacked authority to change ANA’s principal place of
business with the Secretary of State and that these were ultra vires acts. However,
Defendants present no authority which suggests that the President of ANA lacked
the actual authority to change the Secretary of State filings.
Moreover, even if Plaintiff lacked authority,
this would not alter the fact that ANA’s principal place of business is in Los
Angeles County. Defendants do not rebut this
fact. Plaintiff provides evidence that
ANA rents a single office in Los Angeles County. (Carol Yoon Decl., ¶4.) In
2023, Plaintiff generated approximately 85 to 90 percent of ANA’s revenues in
Los Angeles. (Id.) Likewise, in 2024, Plaintiff generated approximately 85 to
90 percent of the revenues primarily working from Los Angeles County. (Id.)
Most of ANA’s meetings with suppliers, steamship lines, freight forwarders, truckers,
and vendors are held in Los Angeles. (Id.) Donna Yoon appointed Plaintiff as
President of ANA in 2021. (¶5.) Plaintiff explains that in 2023, with her
parents aging and medical complications, her parents started living full time
in Los Angeles to be nearer to her. (¶ 6.) Being in Los Angeles required Donna
Yoon to drive to Bakersfield one or two times a week just to pick up ANA mail.
(¶ 7.) ANA was also paying rent for an office in Los Angeles (and nowhere
else), and most of ANA’s business was performed from the Los Angeles office.
(Id.) Thus, in early 2024, Plaintiff and Donna Yoon decided to change the
principal place of business of ANA to Los Angeles. (¶¶ 7, 15.) Plaintiff’s unrebutted
evidence is that ANA’s principal place of business when the FAC was filed was
Los Angeles County.
Accordingly, the motion is DENIED.
As to attorney’s fees, Code of
Civil Procedure section 396b(b), provides that, “[i]n its discretion, the court
may order the payment to the prevailing party of reasonable expenses and
attorney’s fees incurred in making or resisting the motion to transfer.” The Court shall consider (1) whether an offer
to stipulate to change of venue was reasonably made and rejected, and (2)
whether the motion or selection of venue was made in good faith given the facts
and law the party making the motion or selecting the venue knew or should have
known [italics added].” (Code Civ. Proc., § 396b(b). Here, Defendants did not
request a stipulation for a change of venue.
Moreover, the evidence and law does not support Defendants’ motion. Thus, the Court concludes that attorney’s
fees are warranted. Therefore, the Court
awards Plaintiff attorney’s fees against Defendants’ counsel, in the amount of
$7,540.