Boschetti

Boschetti v. Pac. Bay Invs. Inc.

Good Law
244 Cal. Rptr. 3d 480·32 Cal. App. 5th 1059
Court of Appeal of CaliforniaMarch 7, 2019A148464California4,196 words

Opinion

Lead Opinion

Tucher, J.

*1062 When an action is brought to dissolve a California limited partnership (LP) or limited liability company (LLC), California law allows the other partners or members *482 to avoid the dissolution by purchasing, for cash, the interests owned by the party seeking dissolution. ( Corp. Code, §§ 15908.02, subd. (b) [LP], 17707.03, subd. (c)(1) [LLC].) 1 These "buyout" provisions do not apply to an action to dissolve a general partnership. (§§ 16801-16807.)

Defendants and cross-complainants here assert a claim for dissolution of a general partnership. In response, the plaintiff and cross-defendant seeks to buy out defendants' interests in several out-of-state LP's and LLC's that hold title to some of the alleged general partnership's properties. The trial court concluded that, because there was no pending claim for dissolution of the LP's and LLC's, as opposed to the alleged general partnership that owned them, it lacked jurisdiction to order a buyout. We agree that the court lacks authority to order dissolution of the out-of-state entities, although we rest our decision on a different ground. We also reject the contention that the trial court improperly granted a motion for…

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