Tentative Ruling: Peter D Slaughter vs Steven P Fairly et al
Case Number
26CV03724
Case Type
Hearing Date / Time
Fri, 10/09/2026 - 10:00
Nature of Proceedings
CMC; Hearing re Application for TRO and OSC re Preliminary Injunction etc
Tentative Ruling
For the reasons set forth herein, the July 31, 2026 tentative ruling will not be modified. The application for preliminary injunction is denied for the reasons stated in the July 31, 2026 tentative ruling.
Background/Analysis:
This action commenced on June 3, 2026, by the filing of the complaint by plaintiff Peter D. Slaughter (“Slaughter”), Trustee of the William L. Wagner, Sr. and Margie L. Wagner Revocable Trust/Survivor’s Trust, aka as the William L. Wagner, Sr. Survivor’s Trust (the “Trust”) (“plaintiff”), against defendant Steven P. Fairly (“Fairly”) and Borealis Shelter Company, LLC (“Borealis”) for: (1) Judicial Dissolution of Limited Liability Company pursuant to Corporations Code section 17707.03; (2) Declaratory Relief; (3) Injunctive Relief; and (4) Appointment of Receiver.
As alleged in the complaint:
Slaughter is, and at all relevant times was, either co-trustee or the sole successor trustee of the Trust, which succeeded to the 50 percent membership interests previously held by William L. Wagner (“W. Wagner”) and Margie L. Wagner in Borealis. (Compl., ¶ 1.) Fairly owns a 50 percent membership interest in Borealis. (Compl., ¶ 2.)
Borealis was formed for the purpose of owning and developing certain real property in Lancaster, California, including property commonly known as VAC Avenue J10 12th Street W., and VIC 12th Street W. Avenue J-10. (Compl., ¶¶ 8, 9.) Those properties involve utility infrastructure, easement rights, ingress and egress rights, development entitlements, and related operational matters material to Borealis’ business. (Compl., ¶ 10.) The properties are subject to recorded easement agreements governing access, roadway use, utility infrastructure, drainage facilities, and fire access rights. (Compl., ¶ 11.)
Borealis’ Operating Agreement designated W. Wagner as the initial manager of Borealis. (Compl., ¶ 12.) The Operating Agreement further provides that successor managers are to be appointed by a “Majority In Interest” of the members. (Compl., ¶ 13.)
Following the death of W. Wagner, on February 11, 2023, disputes arose between the members of Borealis concerning governance authority, management authority, succession rights, operational authority, development authority, easement rights, and authority to act on behalf of Borealis. (Compl., ¶ 14.) Those disputes have materially impaired the parties’ ability to manage and operate Borealis in accordance with the Operating Agreement. (Ibid.)
The ownership structure of Borealis is effectively divided evenly between plaintiff’s interest and Fairly’s interest, resulting in the absence of any functioning majority capable of resolving material governance disputes. (Compl., ¶ 15.)
No undisputed successor manager has ever been appointed pursuant to the Operating Agreement. (Compl., ¶ 16.) Fairly has expressly disputed the authority of plaintiff and Thomas Brooks to act on behalf of Borealis. (Compl., ¶ 17.) (Note: The complaint contains no explanation of who Thomas Brooks is or his relation to this action.)
Because ownership interests are effectively divided equally between plaintiff and defendant, no majority presently exists that is capable of resolving material governance disputes or appointing an undisputed successor manager. (Compl., ¶ 18.)
Plaintiff alleges that unilateral interference with recorded easement systems affecting Borealis property could materially impair property value, development opportunities, utility access, title marketability, and ongoing operations associated with Borealis. (Compl., ¶ 19.) Plaintiff also alleges that Fairly has asserted that he may restrict, deny, alter, or control certain access and easement rights affecting the A3 property, which benefit the adjacent properties, notwithstanding recorded easement agreements affecting those properties. (Compl., ¶ 20.) Plaintiff is informed and believes that Fairly has challenged or disputed rights relating to ingress and egress, roadway access, utility infrastructure, and related easement interests serving Borealis property and adjacent parcels. (Ibid.)
Plaintiff seeks: (1) A decree judicially dissolving Borealis; (2) Appointment of a receiver, provisional manager, or other neutral fiduciary; (3) Temporary, preliminary, and permanent injunctive relief; (4) An Order restraining Fairly, and all persons acting in concert with him, from: (a) interfering with recorded easement rights, (b) obstructing ingress and egress affecting Borealis property, (c) undertaking construction, excavation, grading, demolition, permitting, or similar activity affecting Borealis property, (d) communicating with governmental agencies on behalf of Borealis without authority of the Court or a receiver, (e) transferring, encumbering, leasing, or otherwise disposing of Borealis assets outside the ordinary course, and (f) holding himself out as possessing exclusive authority to act on behalf of Borealis; (5) Judicial declarations concerning governance and authority issues; and (6) An accounting. (Compl., Prayer for Relief.)
On June 8, 2026, plaintiff filed an Ex Parte Application for temporary restraining order and order to show cause re preliminary injunction. As a result of that Application, on June 11, 2026, the Court set a hearing to show cause why a preliminary injunction should not issue for July 31, 2026, set a briefing schedule, and granted a temporary restraining order through the preliminary injunction hearing.
On July 15, 2026, Fairly filed his opposition to the application for preliminary injunction.
On July 30, 2026, the court posted its tentative ruling denying the application for preliminary injunction. By way of the tentative ruling, the court stated:
“There is no evidence before the court that has any tendency to show that plaintiff is a member of Borealis or has any authority to act on behalf of Borealis. Plaintiff is simply a transferee of an interest in Borealis. Receiving an interest in an LLC does not automatically confer member status or grant the transferee any power to exercise any rights or powers of a member of the LLC. Fairly, as the only active member of Borealis, has every right to conduct business, subject to duties owed to plaintiff as the transferee of an interest, on behalf of Borealis. As such, plaintiff has failed to show that he has a reasonable likelihood that he will prevail on his claims. As such, the order to show cause for preliminary injunction will be denied.
Further, and in the alternative, the application will be denied because plaintiff has failed to show the probability of any harm should Fairly continue to operate Borealis. The motion, and plaintiff’s declaration, do not even clearly explain what the purpose of Borealis’ business is. There are only vague references to Borealis owning properties that are subject to easement agreements. As far as harms, plaintiff makes vague and incomplete references to disputed access rights, an application to demolish some unknown structure, Fairly asserting unilateral authority (which, as explained above, he is entitled to do), unknown “development activities,” and other activities that do not demonstrate to the court that plaintiff is likely to suffer any harm.”
On July 31, 2026, counsel for plaintiff requested leave to file a limited supplemental brief addressing the issue of plaintiff’s capacity to prosecute this action in his capacity as Trustee of the Trust. The court granted his request.
On September 28, 2026, plaintiff filed his supplemental brief regarding plaintiff’s capacity as successor trustee. The brief does not change the court’s analysis of the underlying application for preliminary injunction. Whether or not Slaughter has the capacity as successor trustee is merely ancillary to the question of whether the preliminary injunction should issue. As pointed out, it was a lack of evidence, or cogent argument, that the court noted as being absent from plaintiff’s original moving papers. This, along with the other reasons mentioned in the analysis, is what led to the denial of the application. To the extent that plaintiff believes that the court’s analysis of the application somehow prevents him from ever claiming an ability to exercise or enforce rights associated with the Trust’s interest in Borealis, plaintiff is incorrect. There is nothing by way of the ruling precluding him from making that argument in the future. The observation was simply the result of the evidence the court had before it and is limited to the ruling on the application.
Plaintiff’s request that the tentative ruling be modified, based on arguments, evidence, and authorities not originally made, will be denied. The application for preliminary injunction will be denied.