California Court of Appeals, Second District, Fifth Division
[As modified Apr. 22, 2015.]
[CERTIFIED FOR PARTIAL PUBLICATION[*]]
APPEALS from an order of the Superior Court of Los Angeles County, Super. Ct. No. BC522560 Richard Edward Rico, Judge.
[Copyrighted Material Omitted]
[Copyrighted Material Omitted]
Shartsis Friese, Arthur J. Shartsis, Mary Jo Shartsis, Richard F. Munzinger, Nicolas V. Saenz; Greines, Martin, Stein & Richland and Kent L. Richland for Defendants and Appellants.
O’Melveny & Myers, Daniel M. Petrocelli, Robert M. Schwartz, Jonathan Hacker and Molly M. Lens, for Plaintiff and Respondent.
TURNER, P. J.
Defendants, Brian Kennedy and, as to Skyline Outdoor Media LLC only, David Seyde, appeal from a May 13, 2014 order in favor of plaintiff, Drake Kennedy. The May 13, 2014 order denied defendants’ motion to stay dissolution of a number of corporations and limited liability companies and appoint appraisers to permit a buyout to occur. (Corp. Code,  §§ 2000, 17707.03.) Defendants contend the trial court erred as a matter of law in refusing to order the stay, appraisal and buyout procedure in sections 2000 and 17707.03. We affirm.
A. Complaint and Second Amended Cross-complaint
Drake filed a complaint while Brian’s operative pleading is the second amended cross-complaint. Both pleadings allege extensive misconduct by the parties which are not directly pertinent to the controlling legal issues. Given our resolution of the legal issues, we need not discuss the parties’ mutual allegations and evidence of corporate misconduct.
Drake’s complaint was filed against defendants on September 25, 2013. In addition to Brian, Mr. Seyde and Skyline Outdoor Media LLC, named as defendants were: Regency Outdoor Advertising, Inc.; Corona Outdoor Advertising, Inc.; Westminster Outdoor, Inc.; Virtual Media Group, Inc.; West Hollywood Properties LLC; and Kennedy Outdoor Advertising LLC. As can be noted, other than Brian and Mr. Seyde, some defendants are corporations and others are limited liability companies. According to the complaint, Drake and Brian each owned a 50 percent interest in what we will refer to as “the corporations”: Regency Outdoor Advertising, Inc.; Corona Outdoor Advertising, Inc.; Westminster Outdoor, Inc.; and Virtual Media Group, Inc.
In terms of the limited liability companies, Skyline Outdoor Media LLC and West Hollywood Properties LLC, Drake and Brian held different interests. Drake and Brian held a 50 percent interest in West Hollywood Properties LLC. Drake and Brian each held a 40 percent interest in Skyline Outdoor Media LLC. Mr. Seyde held a 20 percent interest in Skyline Outdoor Media LLC. West Hollywood Properties LLC and Skyline Outdoor Media LLC will hereafter be referred to as the “limited liability companies.” Collectively, the corporations and limited liability companies will be referred to as the “companies.” Drake and Brian were each a director, officer, and shareholder or member of each of the companies. Mr. Seyde was a member of Skyline Outdoor Media LLC and held a senior management position in Regency Outdoor Advertising, Inc. Brian was the sole member of Kennedy Outdoor Advertising LLC.
The complaint alleges that Brian: stopped communicating with Drake about most business matters; restricted Drake’s access to information and the books and records: looted and diverted corporate assets; refused to pay costs defending a lawsuit; stole valuable real estate located at the intersection of Sunset Boulevard and Queens Road from West Hollywood Properties LLC; and, with the assistance of Mr. Seyde, transferred the Sunset Boulevard and Queens Road property to Kennedy Outdoor Advertising LLC. Kennedy Outdoor Advertising LLC was an entity owned entirely by Brian. It is alleged Mr. Seyde, with Brian’s assistance, directly competed with Regency Outdoor
Advertising, Inc. in the outdoor advertising business. Further, it is alleged Brian and Mr. Seyde created Kennedy Outdoor Advertising LLC to compete with the ...