Gurney

ITV Gurney Holding Inc. v. Gurney

Good Law
18 Cal. App. 5th 22·226 Cal. Rptr. 3d 496
Court of Appeal of CaliforniaDecember 5, 2017B281694; consolidated w/ B283476California4,016 words

Opinion

lead Opinion

Rothschild, J.

*24 Plaintiffs and appellants ITV Gurney Holding Inc. (ITV) and Gurney Productions, LLC (the Company) challenge the trial court's grant of a preliminary injunction in favor of defendants and respondents Scott Gurney and Deirdre Gurney (the Gurneys), and Little Win, LLC. The Gurneys are the minority owners of the Company and formerly served as its chief executive officers (CEO's), pursuant to an employment agreement. The Company fired the Gurneys as CEO's and removed them from managing the day-to-day operations of the Company. The Gurneys do not challenge the Company's right to fire them as CEO's. Rather, they contend that under the operating agreement that governs the Company, they could not be removed from managing its day-to-day operations. Plaintiffs contend the operating agreement gave the Company, through its board of managers, the ultimate authority to manage the Company, and thus permitted the board to remove the Gurneys as managers of the day-to-day operations. We agree with plaintiffs and reverse the trial court's order to the extent that it reinstated the Gurneys to their positions managing the day-to-day operations of the Company. The Gurneys continue as members of the…

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