Minnesota Mining & Manufacturing Co. v. Superior Court
Minnesota Mining & Manufacturing Co. v. Superior Court
Opinion of the Court
Opinion
Petitioner, a defendant in a civil action, challenges the Alameda County Superior Court’s ruling confirming a settlement between plaintiff and a codefendant. (Code Civ. Proc., § 877.6.) In deciding whether to confirm the settlement, the court performed a mathematical calculation to determine the “ballpark” for the settling defendant. But a significant error of law was made in establishing one of the factors for that calculation. We issue a writ of mandate to vacate the court’s order.
For purposes of our opinion we need not belabor the facts and procedures. We focus directly upon the court’s order granting the motion confirming a good faith settlement between plaintiff Maximum Technology (MaxiTech hereinafter) and defendant Robert A. D. Schwartz (Schwartz hereinafter). Although MaxiTech has sued Schwartz and other defendants, including petitioner, for over $2 million, MaxiTech settled with Schwartz for $20,000. In a written decision, the court approved the settlement and explained the steps in its analysis.
Where the alter ego doctrine applies, ownership of even one share is sufficient to hold a shareholder liable for the debts of a corporation. (Riddle v. Leuschner (1959) 51 Cal.2d 574, 580 [335 P.2d 107].) Regardless of the size of a shareholder’s holding, each of several shareholders may be held liable as a principal or partner of the corporation. (First Western Bank & Trust Co. v. Bookasta (1968) 267 Cal.App.2d 910, 916 [73 Cal.Rptr. 657].) Where the alter ego theory is proved, corporation owners are “essentially partners operating through a corporate form, and they are liable for its debts.” (Hiehle v. Torrance Millworks, Inc. (1954) 126 Cal.App.2d 624, 630 [272 P.2d 780].) “[T]he partners of a partnership are jointly and severally liable for the conduct and torts injuring a third party committed by one of the partners. [Citations.]” (Black v. Sullivan (1975) 48 Cal.App.3d 557, 569 [122 Cal.Rptr. 119].)
Without explanation or citation to authority, Schwartz asserts that if the corporate veil were pierced both Pankin and Finch would share with him in the liabilities incurred. If Schwartz means that the court’s judgment would be apportioned among the three owners, he is wrong. Each “partner” named as a defendant (Schwartz and Finch) would be jointly and severally liable for any obligation of the corporation. (48 Cal.App.3d at page 569.) If Schwartz means that the “partners,” though severally liable, might pay the judgment in proportion to their ownership interests, his position is flawed.
The court erred in assuming in its calculation that a judgment against Schwartz would be 40 percent of the obligation of Litrex. Because the court based its decision upon a mathematical formula, the error prejudiced the determination that the settlement was in the “ballpark” and in good faith. We issue a writ of mandate to annul the court’s ruling.
Issuance of a peremptory writ of mandate in the first instance is proper, as we have advised real party in interest that we might so act. (Code Civ. Proc., § 1088; Palma v. U.S. Industrial Fasteners, Inc. (1984) 36 Cal.3d 171, 177-180 [203 Cal.Rptr. 626, 681 P.2d 893].)
Let a peremptory writ of mandate issue directing the Alameda County Superior Court to vacate its order confirming the settlement between Schwartz and MaxiTech. This court’s order of September 27, 1988, staying trial in this matter, is dissolved.
Barry-Deal, Acting P. J., and Strankman, J., concurred.
“The Settlement must be tested against the requirements of Tech-Bilt, Inc. v. Woodward-Clyde & Associates, (1985) 38 Cal.3d 488 [213 Cal.Rptr. 256, 698 P.2d 159]. [ff] 1.) A rough approximation of Plaintiif’s total recovery and the settlor’s proportionate liability: As set forth in the evidence and arguments of counsel, the range of possible recoveries from Cross-Defendant Schwartz is from zero to $94,280 (40%, the possible ownership interest if the
Case-law data current through December 31, 2025. Source: CourtListener bulk data.