Ritter & Ritter, Inc. Pension & Profit Plan v. the Churchill Condominium Assn.

I concur in the portions of the majority’s decision affirming both the liability of The Churchill and the order for injunctive relief, but I dissent from those portions of the decision (1) denying The Churchill directors their reasonable attorney’s fees; and (2) awarding the Ritters virtually the full amount of their requested attorney’s fees.

1. The Directors Were the Prevailing Parties

As the directors of a nonprofit mutual benefit corporation, the five Churchill directors had no liability to the Ritters if they acted in good faith in what they reasonably believed were the best interests of the corporation. (Corp. Code, §7231, subds. (a)-(c) (section 7231); Finley v. Superior Court (2000) 80 Cal.App.4th 1152, 1157 [ 96 Cal.Rptr.2d 128 ].) The jury in this case apparently made such a finding by exonerating The Churchill directors from liability on each cause of action. The majority believes a fee award was proper against these individuals because The Churchill could act through only its directors, and the directors “merely avoided liability” by virtue of section 7231. Implicit in this is the notion that section 7231 is a mere technicality that allows corporate directors to…

INTRODUCTORY INFORMATION

BACKGROUND INFORMATION

The Parties

The Churchill is a 110-unit, 13-story condominium building in the “Wilshire Corridor” in the Westwood area of Los Angeles, California. Defendant and appellant (The Churchill) is a California nonprofit mutual benefit corporation. The individual defendant and appellant directors of The Churchill are Tibor Breier, Martha Brown, Theodore Nittler (referred to as Edwin Nittler in some court records), Ruth Hochberg and Basil Anderman *109 (the Board). 1 Each of the individual directors is also an owner in the building and receives no compensation for services as a director. Minton and Roberta Ritter are brother and sister. The Ritter & Ritter, Inc. Pension and Profit Plan, and Ritter and Ritter Family Investment Trust, purchased adjoining units (3H in 1995 and 3J in 1998) in The Churchill. Roberta Ritter is the trustee of both trust entities and a plaintiff in this litigation.

The Churchill Condominium

The Churchill was built in 1960 with construction completion in 1962. Built originally as an apartment complex, it was converted into a condominium association in 1976, at which time its declaration of…

The Churchill is a 110-unit, 13-story condominium building in the "Wilshire Corridor" in the Westwood area of Los Angeles, California. Defendant and appellant (The Churchill) is a California nonprofit mutual benefit corporation. The individual defendant and appellant directors of The Churchill are Tibor Breier, Martha Brown, Theodore Nittler (referred to as Edwin Nittler in some court records), Ruth Hochberg and Basil Anderman (the Board). [1] Each of the individual directors is also an owner in the building and receives no compensation for services as a director. Minton and Roberta Ritter are brother and sister. The Ritter & Ritter, Inc. Pension and Profit Plan, and Ritter and Ritter Family Investment Trust, purchased adjoining units (3H in 1995 and 3J in 1998) in The Churchill. Roberta Ritter is the trustee of both trust entities and a plaintiff in this litigation. [2]

The Churchill was built in 1960 with construction completion in 1962. Built originally as an apartment complex, it was converted into a condominium association in 1976, at which time its declaration of establishment of covenants, etc. (hereinafter CC&R's) was recorded. The CC&R's were followed with…