Default Prove-Up
(48) Tentative Ruling
Re: Seele, et al. v. Nino, et al. Superior Court Case No. 24CECG05051
Hearing Date: July 29, 2026 (Dept. 502)
Motion: Default Prove-Up
If oral argument is timely requested, it will be entertained on Thursday, July 30, 2026, at 3:30 p.m. in Department 502.
Tentative Ruling:
To deny without prejudice.
Explanation:
Breach of Partnership
Although the complaint alleges a cause of action for breach of partnership agreement, plaintiff’s evidence states that plaintiff and Nino Land & Investment Co., LLC are members of a limited liability company, PUP II LLC. (See Seele Decl., ¶ 10 & Exh. AA.) Since plaintiff presents evidence to show that PUP II LLC is in fact, a limited liability company, this ruling assumes that PUP II LLC is a limited liability company.
Breach of Fiduciary Duties
The complaint alleges that defendants are alter egos as one another and have breached their fiduciary duties by: misappropriating company assets for their own personal use and benefit, failing to distribute profits from the company, withholding financial information and accounting records from plaintiff, converting company funds and assets to entities under defendant’s control, and failing to remove plaintiff’s wage garnishment or settle personal debts.
Misappropriation or Conversion of Assets
While defendants admit liability on all well pled causes of action by defaulting, plaintiff must present evidence proving the amount of damages. (Taliaferro v. Hoogs (1963) 219 Cal.App.2d 559, 560.) Plaintiff and defendants Nino Land & Investment Co., LLC and David Nino (“Defendants”) entered into the First Amended and Restated Limited Liability Company Agreement of PUP II LLC (“Agreement”) in July 2020. First, Plaintiff argues that Defendants breached section 4.6(d) of the Agreement. Plaintiff declared that Defendants failed to pay the $115,000 to contractors and vendors, leaving Plaintiff responsible for the total debt. As such, Plaintiff has sufficiently shown that he has suffered $115,000 in damages due to Defendants’ breach of the Agreement.
Second, Plaintiff argues that Defendant’s failure to perform its restructuring obligations have rendered Plaintiff’s 25% interest in PUP II LLC valueless. Here, the terms of the Agreement do not obligate PUP II LLC or Defendants to pay down the liabilities on the properties owned by Pacific Urban Properties, LLC. The Agreement only states that Defendants may make efforts to restructure the liabilities on the properties and may make payments to reduce those liabilities. Plaintiff fails to show that Defendants breached the Agreement under section 4.6. As such, Plaintiff has not shown that he has suffered damages in the amount of $300,000 due to Defendant’s conduct related to the outstanding liabilities on the properties owned by Pacific Urban Properties, LLC.
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Distribution
Unless the operating agreement provides otherwise, a member has no right to a distribution before the dissolution and winding up of the limited liability company unless the limited liability company decides to make an interim distribution. “A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the limited liability company decides to make an interim distribution.” (Corps. Code, § 17704.04, subd. (b), emphasis added.) Moreover, the First Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) attached to plaintiff’s declaration does not provide a schedule of distributions.1 Rather, the LLC Agreement provides that members shall be entitled to distributions only to the extent that any are actually available, and distributions shall be made in the “sole and absolute discretion” of the manager, Nino Land & Investment Co., LLC. (Seele Decl., Exh.
AA at §§ 3.3, 5.1(a).) There is no allegation or evidence that PUP II LLC ever made a distribution to which plaintiff would be entitled to.
Withholding Information
While plaintiff does plead sufficient allegations to support a claim that defendants have failed to allow inspection of the records, there is no showing of any monetary damages resulting from the failure to disclose information.
Interest
Under California Rules of Court, Rule 3.1800, a party seeking a default judgement must file interest computations with the clerk. (Cal. Rules of Court, Rule 3.1800(a)(3).) Here, there are no calculations before the court to indicate the interest sought or how it is computed.
Pursuant to California Rules of Court, rule 3.1312(a), and Code of Civil Procedure section 1019.5, subdivision (a), no further written order is necessary. The minute order
1 To the extent that a distribution schedule is included in the agreement, plaintiff is directed to
cite to the section or attachment providing such information in any future application. 4
adopting this tentative ruling will serve as the order of the court and service by the clerk will constitute notice of the order.
Tentative Ruling
Issued By: lmg on 7-28-26. (Judge’s initials) (Date)
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