Panakosta Partners v. Hammer Lane Management 9/27/11 CA3

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State: California

Court: California Eastern District Court

Docket No: C065812

Case Date: 09/27/2011

Plaintiff: Panakosta Partners

Defendant: Hammer Lane Management 9/27/11 CA3

Preview:Filed 9/27/11

CERTIFIED FOR PUBLICATION

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA THIRD APPELLATE DISTRICT (Sacramento) ----

PANAKOSTA PARTNERS, LP et al., Plaintiffs and Appellants, v. HAMMER LANE MANAGEMENT, LLC et al., Defendants and Respondents. C065812 (Super. Ct. No. 34201000075573CUPTGDS)

APPEAL from judgments of the Superior Court of Sacramento County, Loren E. McMaster, Judge. Affirmed in part and reversed in part.

Hansen, Kohls, Jones, Sommer & Jacob, Daniel V. Kohls and Gregory T. Fayard; CVM Law Group, Robert D. Collins and Joseph D. O'Neil for Plaintiffs and Appellants.

Freidberg & Parker, Edward Freidberg, Port J. Parker and Suzanne M. Alves for Defendants and Respondents.

Hammer Lane R.V. and Mini-Storage is a limited partnership that owns and operates a storage facility in Stockton,

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California.

After disagreeing about whether to sell the

facility, appellants Panakosta Partners, LP, and other limited partners1 sought to wrest control from respondents Hammer Lane Management, LLC, and other limited partners who collectively held a majority interest in the partnership.2 Management filed

an action seeking judicial dissolution of the partnership as well as declaratory and injunctive relief. Panakosta sought to

avoid dissolution and petitioned to buy out Management's share of the business in a "special proceeding" pursuant to Corporations Code section 15908.02.3 Management dismissed with

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Appellants are Panakosta Parkers, LP, Diversified Foundation, LP, Sharon Scofield, as trustee of the Scofield Family Trust, and Lance Leffler. We refer to appellants collectively as Panakosta.
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Respondents are Hammer Lane Management, LLC, Richard and Ravinder Samra Family Trust, and Bernard C. Kooyman and Donna K. Kooyman Revocable Living Trust. We refer to respondents collectively as Management.
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Undesignated statutory references are to the Corporations Section 15908.02 provides:

Code.

"(a) On application by a partner, a court of competent jurisdiction may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement. "(b) In any suit for judicial dissolution, the other partners may avoid the dissolution of the limited partnership by purchasing for cash the partnership interests owned by the partners so initiating the proceeding (the `moving parties') at their fair market value. In fixing the value, the amount of any

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damages resulting if the initiation of the dissolution is a breach by any moving party or parties of an agreement with the purchasing party or parties, including, without limitation, the partnership agreement, may be deducted from the amount payable to the moving party or parties. "(c) If the purchasing parties (1) elect to purchase the partnership interests owned by the moving parties, (2) are unable to agree with the moving parties upon the fair market value of the partnership interests, and (3) give bond with sufficient security to pay the estimated reasonable expenses, including attorneys' fees, of the moving parties if the expenses are recoverable under paragraph (3) [sic], the court, upon application of the purchasing parties, either in the pending action or in a proceeding initiated in the superior court of the proper county by the purchasing parties, shall stay the winding up and dissolution proceeding and shall proceed to ascertain and fix the fair market value of the partnership interests owned by the moving parties. "(d) The court shall appoint three disinterested appraisers to appraise the fair market value of the partnership interests owned by the moving parties, and shall make an order referring the matter to the appraisers so appointed for the purpose of ascertaining that value. The order shall prescribe the time and manner of producing evidence, if evidence is required. The award of the appraisers or a majority of them, when confirmed by the court, shall be final and conclusive upon all parties. The court shall enter a decree that shall provide in the alternative for winding up and dissolution of the limited partnership unless payment is made for the partnership interests within the time specified by the decree. If the purchasing parties do not make payment for the partnership interests within the time specified, judgment shall be entered against them and the surety or sureties on the bond for the amount of the expenses, including attorneys' fees, of the moving parties. Any member aggrieved by the action of the court may appeal therefrom. "(e) If the purchasing parties desire to prevent the winding up and dissolution of the limited partnership, they shall pay to the moving parties the value of their partnership interests ascertained and decreed within the time specified pursuant to this section, or, in the case of an appeal, as fixed on appeal. On receiving that payment or the tender thereof, the

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prejudice its cause of action for judicial dissolution and filed an "anti-SLAPP"4 motion under Code of Civil Procedure section 425.16. The trial court granted the anti-SLAPP motion and

denied Panakosta's petition for buyout. On appeal, Panakosta contends the trial court erred by (1) disallowing it to buy out Management's interest under section 15908.02, and (2) granting the anti-SLAPP motion and awarding fees and costs to Management. Management counters that

Panakosta cannot appeal from the order denying the petition for buyout. We conclude that Panakosta has properly appealed from the denial of its petition for buyout under section 15908.02. We

affirm the order denying the petition for buyout, but conclude

moving parties shall transfer their partnership interests to the purchasing parties. "(f) For the purposes of this section, the valuation date shall be the date upon which the action for judicial dissolution was commenced. However, the court may, upon the hearing of a motion by any party, and for good cause shown, designate some other date as the valuation date." Section 15908.02 was enacted in 2006, but did not become effective for partnerships formed prior to 2008 until January 1, 2010. (Stats. 2006, ch. 495,

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