Judge: Stephen I. Goorvitch, Case: 23STCP02397, Date: 2023-11-08 Tentative Ruling
Case Number: 23STCP02397 Hearing Date: November 8, 2023 Dept: 39
In re Molecule
Networks, LLC
Case No.
23STCP02397
Motion for
Judgment on the Pleadings
Molecule Networks,
LLC (“Petitioner”) filed a petition asking the Court to issue an order
directing the California Secretary of State to restore Petitioner to active
status. The petition cites no legal
authority authorizing this Court to issue such an order, but a motion for
judgment on the pleadings states that Petitioner is proceeding under Government
Code section 12261. This section states: “The Secretary of State shall
reinstate to active status on its records, a business entity for which a court
finds any of the following: (a) The factual representations by a shareholder,
member, partner, or other person that are required for the termination document
are materially false; (b) The submission of the termination document to the
Secretary of State for filing is fraudulent; [or] (c) Other grounds exist
warranting reinstatement of the business entity.” (Gov. Code, §
12261.) There is a private right of action under this statute. (See
Holistic Supplements, L.L.C. v. Start (2021) 61 Cal.App.5th 530, 537.)
This matter was
set for hearing originally on September 13, 2023, but Petitioner did not serve
the Secretary of State with the petition and motion, so the Court continued the
hearing. Petitioner filed a proof of service
on September 25, 2023. The Secretary of
State has not filed any opposition or provided other good cause why the motion
should be denied. Therefore, the motion
is granted, but only to the extent the California Secretary of State’s decision
to terminate Petitioner’s corporate status was based on the false certificate
of cancellation of limited liability company filed on or about February 16,
2023.
Based upon the
foregoing, the Court orders as follows:
1. The Court grants Petitioner’s motion
for judgment on the pleadings.
2. The Court orders the California
Secretary of State to reinstate Molecule Networks, LLC to the extent its
termination was based on a certificate of cancellation of limited liability
company filed on or about February 16, 2023.
3. This order shall not require the
California Secretary of State to reinstate Molecule Networks, LLC to the extent
its corporate status was revoked or terminated for any reason other than the
certificate of cancellation of limited liability company filed on or about
February 16, 2023.
4. The Court sets no future dates and
closes the case, as the Court has granted the only relief requested in the
petition.
5. Petitioner may lodge a proposed order
for the Court’s signature if necessary.
6. Petitioner’s counsel shall provide
notice and file proof of such with the Court.