Judge: Mel Red Recana, Case: 24STCP01386, Date: 2024-08-28 Tentative Ruling
Case Number: 24STCP01386 Hearing Date: August 28, 2024 Dept: 45
Hearing
date: August 28, 2024
Moving
Party: Petitioner Oleg Pariser
Responding
Party: Respondent Metropolis Master
Association
Petition
for Court Order Regarding Corporation Annual Membership Meeting
The Court
considered the moving papers, opposition, and reply.
The
petition is DENIED as moot.
Background
On
May 1, 2024, Petitioner Oleg Pariser (“Petitioner”) filed the instant Petition
for Court Order Regarding Corporation Annual Membership Meeting pursuant to
Corporations Code Section 7510 against Respondent Metropolis Master Association
(“Respondent”). The petition states in pertinent part as follows.
Respondent
is a California non-profit, mutual benefit corporation managing Metropolis,
which is a mixed-use (residential/commercial) planned community located at 877
Francisco Street, Los Angeles, CA 90017 (“Project”). (Pet., ¶2.) The Project
consists of a hotel, three high rise condominium buildings, approximately 32
commercial condominiums, extensive master association property, and
approximately 1,555 residential condominiums governed by three separate
condominium associations. (Pet., ¶2.) Respondent is the master association for
the Project. (Pet., ¶2.) Respondent’s Board of Directors entered into illegal
Abatement Agreements seeking to avoid paying millions of dollars in assessment
son units it owned and owns, at the expense of the dues-paying homeowner
purchasers in Metropolis. (Pet., ¶4.)
On
March 28, 2023, the Department of Real Estate of the State of California
(“DRE”) filed an Order to Desist & Refrain against Respondent’s Board of
Directors. (Pet., ¶5.) The Order prevented Respondent’s board from selling or
leasing or offering for sale or lease, any units or other interests in the
Metropolis subdivision until Respondents have notified the Commissioner in
writing of the material changes in the setup of the offering and have corrected
violations. (Pet., ¶5.)
On October 27,
2023, DRE filed a Stipulation and Agreement in Settlement and Order. (Pet.,
¶6.)
On
January 2, 2024, the Small Claims Court ordered Respondent’s 2022 Election
Results to the Board void and null, and for Respondent to schedule new
elections with 90 days of receipt of the order (“Small Claims Ruling on
Submitted Matter”). (Pet., ¶7.)
The
petition seeks a court order that (1) Respondent notice and hold its annual
membership meeting to elect directors; (2) Respondent pay Petitioner’s
reasonable attorney fees and costs in the amount of $6,935.00; and (3) other
relief as may be just.
On August 22,
2024, Respondent filed an opposition. On August 23, 2024, Petitioner filed a
reply.
Request
for Judicial Notice
Petitioner’s request for judicial notice of (1) The
Stipulation and Agreement in Settlement Order filed in No. H-42530 LA and (2)
Ruling on Submitted Matter filed in Oleg Pariser v. Metropolis Master
Association, Los Angeles Superior Court Case No. 23STSC04388 is GRANTED pursuant
to Evidence Code Sections 452, subdivision (c) and (d).
Petitioner’s request for judicial
notice of the Memorandum of Points and Authorities in Support of the Petition
and court records in this matter is DENIED. The Court does not need to take
judicial notice of its own records.
Legal
Standard
“If
a corporation with members is required by subdivision (b) to hold a regular
meeting and fails to hold the regular meeting for a period of 60 days after the
date designated therefor or, if no date has been designated, for a period of 15
months after the formation of the corporation or after its last regular
meeting, or if the corporation fails to hold a written ballot for a period of
60 days after the date designated therefor, then the superior court of the
proper county may summarily order the meeting to be held or the ballot to be
conducted upon the application of a member or the Attorney General, after
notice to the corporation giving it an opportunity to be heard.” (Corp. Code, §
7510, subd. (c).)
Discussion
Petitioner argues Respondent has
failed to conduct any annual membership meeting since the voided September 15,
2022 election pursuant to the Small Claims Ruling on Submitted Matter dated
January 2, 2024. In fact, Petitioner contends his counsel formally requested
that Respondent hold the 2023 annual membership meeting and election, and
Respondent has refused to do so. Petitioner also argues despite Respondent’s
pending appeal of the Small Claims Ruling on Submitted Matter, the ruling
remains in effect during the appeal. As such, Petitioner contends Respondent
must comply with the Small Claims Ruling on Submitted Matter.
As preliminary
matter, the Court notes that Respondent asserts it was not personally or
formally served with the instant petition. However, Petitioner has submitted
evidence demonstrating the petition and supporting papers were served
electronically as agreed by the parties. (Kim Supp. Decl., ¶¶2-3, Exs. 1-2.)
Furthermore, the parties do not dispute Respondent failed to hold the 2023
annual membership meeting and election as ordered on January 2, 2024. Instead,
Respondent argues its appeal rendered the judgment null and void. In reply,
Petitioner’s cites to Elections Code Section 16900 for the contention that the
January 2, 2024, is still effect. After reviewing and researching the Elections
Code, the Court found no instances of its application to nongovernmental or
elections for the structure of business entities such as corporations or LLCS. (Elec.
Code §§ 318, 323-324, 328, 330, 341, 356, 357.) Moreover, Petitioner does not
cite to any case law indicating its applicability to nongovernmental elections.
Next, both
parties acknowledge that Respondent has initiated the election process. Nevertheless,
Respondent argues Petitioner seeks relief in a supplemental declaration, which
was not requested in the Petition. Specifically, Petitioner requests an order
prohibiting any of Greenland representatives including Kimberly Lucero and
Nicole Evans and representatives form Hotel Indigo including Mike Powers from
being nominated as candidates and listed on the ballot as candidates during the
election process. (Pariser Supp. Decl., ¶10.) Such relief was not requested in
the Petition. Even if such relief was requested by Petitioner, there is no
legal authority cited that permits the Court prohibit certain nominees from
being listed as candidates on a private
corporation’s election ballot. As set forth in Corporations Code Section 7510,
the Court is only authorized to order the meeting to be held or the ballot to
be conducted. The evidence submitted by both parties demonstrates that such
meeting and ballots have been scheduled for October 23, 2024 and notices have
been sent to the members. (Province Decl., ¶¶5-6, Ex. A; Swedelson Decl., ¶3.)
Accordingly,
the Petition for Court Order Regarding Corporation Annual Membership Meeting is
DENIED as moot.
It
is so ordered.
Dated: August 28, 2024
_______________________
MEL RED RECANA
Judge of the
Superior Court