Et
Wiikets Superior Court
APR 0 6 2015
I,Ls.pax 5cot'
rtn
pa 6 2015
37-2015-00011623-CU-PT-CM
Sparber Armen Morris & Gabriel, a Professional Law Corporation (hereinafter "the
Corporation") is, and at all times herein mentioned was, a professional law corporation duly
organized and existing under and by virtue of the laws of the State of California, with its principal
office in San Diego, California.
2.
Petitioner is the holder of 100 common shares of the Corporation, which represents
Petitioner as a fifty percent (50%) shareholder of the corporation to dissolve, undertaken on March
17, 2015, pursuant to Section 10 of the bylaws of the Corporation and various provisions of the
California Corporations Code, including California Corporations Code 1900(a), 1903(a). A true
and correct copy of that Written Consent of Shareholders to Voluntarily Wind Up and Dissolve is
1
PETITION FOR COURT SUPERVISION OF VOLUNTARY WINDING UP
attached hereto as Exhibit A. A Certificate of Election to Wind Up and Dissolve was filed with the
California Secretary of State on March 30, 2015. A true and correct copy of that Certificate of
Election to Wind Up and Dissolve, as filed with the California Secretary of State, is attached hereto
process of giving written notice by mail of the commencement of the proceeding for voluntary
winding up to all shareholders and to all known creditors and claimants whose addresses appear on
8
9
10
11
4.
Supervision by the Court over all matters concerning the voluntary winding up of
the affairs of the Corporation is necessary for the protection of Petitioner and all parties in interest,
for numerous reasons including, but not limited to, those hereafter identified.
5.
Petitioner and Richard Annen ("Armen") are the sole shareholders of the
12
corporation, each owning fifty percent (50%) of the issued and outstanding common shares of the
ape?
13
Corporation. Petitioner and Annen are deadlocked and in dissension with respect to numerous
pl 0 5 cc r,
<0. z
1;i--
14
matters such that the Corporation's ability to conduct business with advantage to the shareholders
15
Ca
co&
F:,1
03 SgL-3-3
C < <g?,
z600
zwines d 2-
rzi
9 H.
cs,
<
s
16
6.
Disputes between Petitioner and Armen arose in December 2012, when Annen
17
informed Petitioner that any year-end net profit of the Corporation would be distributed as Annen
18
determined in his sole discretion. Historically the firm's bonus distributions were based on
19
agreement between the shareholders after all relevant information was made available and
20
reviewed. With the results in hand from the firm's outside accountant, Petitioner and Annen would
21
meet, confer and agree on bonus distributions for all employees and for each of them. Annen's
22
demand that he have sole discretion over distributions was in direct violation of this past precedent
23
as well as an October 29, 2002 duly-adopted Corporate Resolution requiring a majority vote of
24
25
7.
26
27
28
8.
Moreover, Petitioner also learned at that time that Armen had funded a portion of
that bonus distribution to himself by making a draw in that amount on the Corporation's line of
9.
In light of the disputes existing between them, Petitioner and Armen initially
they could not reach agreement on the reconfiguration, he would move to have the Corporation
dissolved.
10.
Their reconfiguration discussions proceeded for over a year into the Summer 2014
through multiple email exchanges, without success. Petitioner initially agreed to consider a new
10
compensation approach based on each shareholder enjoying his respective collections, with the
11
express condition that any such agreement would also need to resolve all other details involving
12
13
11.
Under the proposed, new compensation approach, all cases would still belong to the
14
Corporation and all revenue received therefrom would go through the Corporation's general
15
account into the shareholders' sub-accounts. Moreover, all payments for expenses would be made
16
from the Corporation's general account. At some point during 2014, however, Armen caused the
17
accounting reporting system to be modified such that it prevented Petitioner from determining the
18
19
12.
Ultimately, communication between the two broke down and no final agreement to
20
reconfigure the Corporation was reached. Throughout this time, however, Annen continued to
21
unilaterally make decisions regarding the management of the Corporation without consulting with
22
Petitioner.
23
13.
Thereafter, Petitioner communicated to Armen that dissolution was the only viable
24
option for the Corporation. However, after several more months of attempting to negotiate a
25
dissolution plan, Petitioner and Annen remained deadlocked and in dissension on a number of
26
issues. In addition to the foregoing issues, additional issues include, but are not limited to, the
27
following:
28
a.
b.
2013;
rents owed, which arose from Annen's refusal to pay referral fees to that subtenant;
f.
g.
Control of the books and records and financial affairs of the Corporation, so
as to allow the Corporation to function on a daily basis and to pay its vendors and creditors in the
normal course; and
h.
The deadlock and dissension regarding these issues have prevented Petitioner and
Armen from agreeing on an orderly dissolution plan and otherwise delayed the dissolution and
winding up of the Corporation.
15.
Absent Court supervision Petitioner is informed and believes and thereon alleges
that the Corporation's assets and receivables will be wasted, unilateral decisions will continue to be
made, and the Corporation will be rendered wholly unable to wind up its affairs and pay its
creditors and shareholders in accordance with the governing corporate documents and law.
Petitioner has attempted to resolve all of the foregoing issues with Amen over the past two years
but has been unable to do so, thereby necessitating this Petition.
WHEREFORE, Petitioner prays as follows:
1.
That the Court decree a winding up and dissolution of the Corporation and make
any orders as to any and all matters concerning the winding up of the affairs of the Corporation and
4
PETITION FOR COURT SUPERVISION OF VOLUNTARY WINDING UP
for the protection of its shareholders and creditors as justice and equity may require, including the
appointment of a commissioner under California Corporation's Code Section 1806(e) to hear and
determine any and all matters in dispute concerning the winding up;
2.
4
5
That the Court give and make its order prescribing what notice shall be given to the
That on the hearing of an order to show cause this Court shall assume jurisdiction
over the winding up of the affairs of the corporation, including all matters contained in
11
5.
For reasonable costs and attorneys' fees incurred by Petitioner herein; and
1'
6.
9
10
up:
13
14
.2015
Dated:
etitioner
rd E. Spar er
15
16
17
Dated:
April 1, 2015
18
19
By:
2
Douglas M. B
Attorneys for
Sparber
")
itioner Richard E.
"-)
24
26
27
28
5
PETITION FOR COI RI SUPERVISION OF VOLUNTARY WINDING UP
VERIFICATION
[Code Civ. Proc. 44 446, 2015.51
I, Richard E. Sparber, am the Petitioner in this proceeding. I have read the foregoing
4
Petition and know the contents thereof. The same is true to my own knowledge, except as to those
matters which are therein stated on information and belief, and as to those matters, I believe them
to be true.
7
8
I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct and that this Verification wa
ted on
412_
9
Richard E. Soarber
11
12
z z 8r,< o w (.4
cfl
13
ct
'..12
0 5 <
,51
(1) N-
0 ri-
14
u_
0 De)
Z OC)
as 6C17,
15
16
<
17
IS
22
24
26
1
7
8
6
PETITION FOR COURT SUPERVISION OF VOLUNTARY WINDING UP
, 2015.
EXHIBIT A
Date
3 U7 15-
No. of Shares
100
Certificate No.
EXHIBIT B
I ELEC STK
.,
..
of California
.Secretary
., 443 . State
of State
N'AO
s.1. `,.
21
641;;6,14
Corporate Name (Enter the mune of the &made ototheoniotadon &Italy es It tot retort, with the dallfrefila Secret*
iir State.)
1. Name of corporation
SPARSER ANNEN MORRIS & GABRIEL, A PROFESSIONAL LAW CORPORATION
Required Statement (The following etattarient it requited by stabile one tattle not be shred)
2. The corporation has elected to wind up and dissolve.
Erection (Chem the applicable statement. Note: Only one hot Maybe checked.)
3. n The election was made by the vote of
of the voting power.
. 101)
((Welber or efiato0)
0 The corporation has not issued any share; the election was Made by the board of directors of the corporation.
Signatory Authority (Check the applicable EtOtenernt Mote: Only one box may be chatted)
4.0 The umiersIgned constitutes the sole director or a majority of the climatal* now in Office of the above-named corporation.
the chairman of the board, president gr vice president and the secretary, thief financial officer,
a The undersigned constitute
secretary or Assistant treasurer of the above-riamed corporation.
treasurer, assistant
undersigried cons-Mote(s) the shareholder(s) authorized to execute this certificate by shareholders holding shares representing
Ei Thepercent
or more of the voting power of the above-named corporation.
50
Verification & Execution (If additional signature spate Is necessary, the dated signature(s) - with verification(s) may be made on an attachment to this
certificate. Any attachments to this certificate are tneMporated hereto by this inference.)
that the matters set forth in this certificate are true and correct
5. I declare under penalty of perjury under the laws of the State of California
of my own knowledge.
March it
Dale
if
RICHARD E. SPARSER
_.z.
Signet . e of i 'rector, Officer or Sharenol
Director or Shareholder
APPROVED BY SECRETARY OF STATE!