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Can an LLC Member see the LLC’s Records in California?

Yes.  LLC members in California have many rights, one of which is to request, at the company’s expense, the following records: List of the names and addresses of each member, together with their contribution and the share in profits and losses; List of the name and addresses of each manager; LLC’s federal, state, and local income tax information for last… READ MORE

Can a Shareholder see the Corporation’s Records in California?

It depends on the type of records, the shareholder seeking them, and, possibly, on the purpose of the inspection: Inspection of the articles of incorporation and bylaws is absolute; A shareholder may inspect accounting records and minutes of the shareholder or board meetings, if it’s for a “purpose reasonably related to their interests as a shareholder”; A shareholder may inspect the corporation’s income tax returns, if they own 1% of stock; A shareholder may inspect other records,… READ MORE

How does a California Court Calculate Attorney Fee Awards?

If a party prevails in a lawsuit and is entitled to attorney fees, the court determines that amount.  The amount is not determined by the party’s fee agreement with its lawyer. The court will look at the time the attorney spent on the case and multiply it by a reasonable hourly rate for the type of work, lawyer experience, and geographic location.  As such, whether the… READ MORE

When does a Contract Exist in California?

It probably goes without saying that a plaintiff must actually have a contract in order to sue for breach of contract.  However, this issue is much more complex than some people imagine.  Contract existence depends on a myriad of factors, including:  Contract Conditions:  Are there any events that are required to occur in order to create the contract (i.e., a condition… READ MORE

Punitive Damages in Fraud Lawsuits and other Business Lawsuits

Plaintiffs may only seek punitive damages in a tort lawsuit, such as fraud lawsuit.  Punitive damages are not recoverable in a simple breach of contract lawsuit. Moreover, recovery of punitive damages in a tort case hinges upon the plaintiff’s ability to prove by “clear and convincing” evidence that the defendant acted with “oppression, fraud or malice ” — “Malice” exists if… READ MORE