Mayra Perez v. Thomas Towing, Inc

Case Number

24CV00162

Case Type

Hearing Date / Time

Wed, 02/26/2025 - 10:00

Nature of Proceedings

Petition of Thomas Towing, Inc. to Avoid Involuntary Dissolution and Ascertain Value of Moving Parties Shares

Tentative Ruling

For Plaintiff and Respondent Mayra Perez, individually and as the administrator of the estate of

Santiago Perez, Jr.: Jordan T. Porter

                                   

For Defendant and Petitioner Thomas Towing, Inc.: Vincent T. Martinez, Blanca E. Mejia.

                       

RULING

Law & Motion matter

For the reasons set forth herein:

The hearing on the petition to avoid involuntary dissolution and ascertain the value of moving parties’ shares is continued to March 19, 2025, at 10:00 a.m.

The parties are to meet and confer, in good faith, in an attempt to select mutually acceptable disinterested appraisers and acceptable parameters for the appraisal of the fair value of the shares owned by the moving parties. If the parties reach an agreement, they are to file a stipulation and proposed order no later than March 10, 2025.

If the parties are unable to reach an agreement as to mutually acceptable disinterested appraisers and acceptable parameters for the appraisal, each party shall submit a list containing the names of at least 3 and no more than 5 proposed appraisers, along with current copies of their curriculum vitae, no later than March 10, 2025.

The court, on its own motion, orders counsel to appear, in-person, on March 19, 2025, at 10:00 a.m. and show cause as to why each counsel should not be sanctioned in the amount of $1,500.00 for failure to comply with the court’s prior order.

CMCO

CMC continued to 3/19/25.

Discussion

This action commenced on January 11, 2024, by the filing of the complaint by plaintiff Mayra Perez (“Perez”) against defendant Thomas Towing, Inc. (“Thomas Towing”) for involuntary dissolution of corporation.

By way of the complaint, Perez alleges that she brings the action to dissolve the business of Thomas Towing due to internal dissention between herself and the other 50% shareholder. Perez is the owner of 50% of all outstanding shares of the corporation because she inherited the shares because of the passing of her husband, Santiago Perez, Jr. on December 3, 2018.

On December 5, 2024, Thomas Towing filed the present petition to avoid involuntary dissolution and ascertain the value of moving parties’ shares.

The hearing on the petition took place on December 18, 2024, where it was ordered:

“The hearing on the petition to avoid involuntary dissolution and ascertain the value of moving parties shares is continued to February 5, 2025, at 10:00 a.m.

The parties are to meet and confer, in good faith, in an attempt to select mutually acceptable disinterested appraisers and acceptable parameters for the appraisal of the fair value of the shares owned by the moving parties. If the parties reach an agreement, they are to file a stipulation no later than January 22, 2025.

If the parties are unable to reach an agreement as to mutually acceptable disinterested appraisers and acceptable parameters for the appraisal, each party shall submit a list containing the names of at least 3 and no more than 5 proposed appraisers, along with current copies of their curriculum vitae, no later than January 22, 2025.

The February 5, 2025, trial confirmation conference is vacated, and a case management conference is scheduled to take place with the continued hearing of this motion on February 5, 2025, at 10:00 a.m. Each party is to timely file and serve an updated case management conference statement.” (December 18, 2024, Minute Order.)

Thereafter, on January 22, 2025, the parties submitted a stipulation, that was entered as an order on January 24, 2025, which continued the hearing on the petition to the present date of February 26, 2025. The stipulation and order also provided that the deadline to file a stipulation regarding the parameters for the appraisal be continued to February 13, 2025.

While counsel for Thomas Towing filed a “Status Update Regarding the Selection of Appraiser(s),” on February 13, 2025, there is still no stipulation on file, nor did either party comply with the order that, in the event that they are unable to reach a stipulation, they were each to submit a list containing the names of at least 3 and no more than 5 proposed appraisers along with current copies of their curriculum vitae. The Status Update does not make clear whether there are any agreements at all, other than to use one appraiser.

“A judicial officer shall have the power to impose reasonable money sanctions, not to exceed fifteen hundred dollars ($1,500), notwithstanding any other provision of law, payable to the court, for any violation of a lawful court order by a person, done without good cause or substantial justification. This power shall not apply to advocacy of counsel before the court. For the purposes of this section, the term “person” includes a witness, a party, a party's attorney, or both.” (Code Civ. Proc., § 177.5.)

Due to the failure of the parties to reach a stipulation, or otherwise comply with the court’s order, the hearing will be continued a final time. The court will also issue an order to show cause to counsel for each party to show cause why they should not be sanctioned in the amount of $1,500.00 each for failing to follow the court order.