Motion for Dissolution and Appointment of Receiver
SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA 24CV068495: PANJABI, M.D. vs ABELES, M.D., et al. 06/04/2026 Hearing on Motion - Other for Dissolution and Appointment of Receiver in Department 512 Tentative Ruling - 06/02/2026 Elizabeth Riles The Motion re: for Dissolution and Appointment of Receiver filed by DOUGLAS ABELES, M.D. on 04/27/2026 is Denied. Defendant Douglas Abeles, M.D.s (Defendant) Motion for Dissolution of Redwood Surgery Management Company LLC (Management LLC) and for Appointment of Receiver is DENIED WITHOUT PREJUDICE to Defendant bringing a dispositive motion pursuant to CCP 437c.
ALLEGATIONS OF FAC Plaintiff and Defendant are surgeons who went into business together in 2010 to run a surgical center in Castro Valley, California, where they both and other physicians perform surgeries. Plaintiff and Dr. Abeles formed two corporate entities to manage and operate the surgical center business. Defendant Redwood Surgery Center, LP (Redwood LP or the LP) is a limited partnership in which Plaintiff, Dr. Abeles and approximately five other physicians are limited partners. The FAC alleges that Plaintiff owns 27.2% of the limited partner interest in Redwood LP, Dr.
Abeles owns a 20.8% interest in Redwood LP, and the other limited partner physicians or medical providers own the remaining limited partnership interests, except as described below. Defendant Redwood Surgery Management Company, LLC (Management LLC or the LLC)) owns a 1% interest in Redwood LP and is the managing and general partner of the LP. Management LLC manages the financial affairs of Redwood LP. FAC ¶¶ 7, 8 and 13 allege that Management LLP is the management arm and that Redwood LP is the operating arm of the surgery center business.
However, the FAC is ambiguous regarding which assets each entity holds and where Management LLCs management of the surgical center business ends and Redwood LPs operation of the business begins. (Confer FAC ¶¶ 7, 8 and 13 with ¶¶ 16 and 32.c.) The FAC alleges that Plaintiff and Defendant are the only members of Management LLC, each owns a 50% interest in LLC, and each has an equal right to manage the affairs of the LLC and by extension Redwood LP. (FAC ¶ 14.) The FAC alleges that pursuant to the LPs Limited Partnership Agreement, Management LLC is to receive a percentage of Redwood LPs gross revenues in exchange for managing the LP, initially 10% but 6.67% since 2014.
Plaintiff does not attach copies of either Redwood LPs Limited Partnership Agreement or Management LLCs Operating Agreement as Exhibits to his initial Complaint or his FAC. Plaintiffs FAC alleges that since the surgical center business began, Dr. Abeles has taken
SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA 24CV068495: PANJABI, M.D. vs ABELES, M.D., et al. 06/04/2026 Hearing on Motion - Other for Dissolution and Appointment of Receiver in Department 512 responsibility for managing the financial affairs of the business through LLC, while Plaintiff focused on bringing in clients to the business. The FAC alleges that Dr. Abeles has engaged in mismanagement, waste, fraud, self-dealing and unilateral decision-making. The FAC alleges Causes of Action on behalf of Plaintiff for (1) Breach of Fiduciary Duty by Dr.
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Abeles; (2) constructive fraud by Dr. Abeles; (3) judicial dissolution of LLC; (4) judicial dissolution of LP; and (5) an accounting by all defendants. ANALYSIS OF MOTION Defendant cites to Corporations Code §§ 17707.3 and 17707.4 and CCP § 564 as the basis for the present motion. Corps. Code § 17707.3(a) provides: (a) Pursuant to an action filed by any manager or by any member or members of a limited liability company, a court of competent jurisdiction may decree the dissolution of a limited liability company whenever any of the events specified in subdivision (b) occurs. CCP § 564(a) provides: (a) A receiver may be appointed, in the manner provided in this chapter, by the court in which an action or proceeding is pending in any case in which the court is empowered by law to appoint a receiver. The reference in both § 17707.3(a) and § 564(a) to an action is significant.
Plaintiffs operative First Amended Complaint alleges causes of action for dissolution of Management LLC and Redwood LP. Actions and causes of action are resolved on the merits by a trial or by a CCP § 437c motion before trial. Contrary to Defendants Reply argument, a Motion for Judgment on the Pleadings is not a resolution of a cause of action on the merits; instead, it adjudicates a claim that the plaintiffs operative pleading does not allege a cause of action. Defendant in its moving and Reply papers cites to no persuasive authority that he may move for dissolution of Management LLC before trial without meeting the requirements of a § 437c motion.
Though the Court invited this motion in its order of 02/27/2026, the Court is persuaded that the issue must be resolved through trial or § 437c motion. The Court observes that Plaintiffs argument that Management LLC is not a party to this action is now moot. Defendant filed a cross-complaint on 5/15/2026, which names Management LLC as a party and asserts derivative claims on its behalf. Further, the Court will soon enter an Order on Defendants Motion for Judgment on the Pleadings (MJOP) on Plaintiffs operative First Amended Complaint that will grant the MJOP with leave to amend so that Plaintiff may assert derivative claims on behalf of Management LLC and Redwood LP.
SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA 24CV068495: PANJABI, M.D. vs ABELES, M.D., et al. 06/04/2026 Hearing on Motion - Other for Dissolution and Appointment of Receiver in Department 512 Wherefore, Defendants Motion for Dissolution and Appointment of a Receiver is DENIED WITHOUT PREJUDICE, as set forth above. CONTESTING TENTATIVE RULINGS PLEASE NOTE: If any party contests the tentative ruling, the hearing on the motion will occur remotely via the court’s own video-conferencing system.
Pursuant to California Rule of Court 3.1308, subdivision (a)(1), this tentative ruling will become the order of the Court unless it is contested before 4:00 PM on the court day preceding the noticed hearing date. To contest a tentative ruling, a party should do the following: First, the party must notify Department 512, by email at Dept512@alameda.courts.ca.gov and copy all counsel of record and self-represented parties. The contesting party must state in the subject line of the email the case name, case number and motion.
Second, the party shall log into the eCourt Public Portal, search for this case (e.g., by case number), select the case name, select the "Tentative Rulings" tab, click the "Click to Contest this Ruling" button, enter the party’s name and a brief statement of the party’s reason for contesting the tentative, and click "Proceed." Parties may appear via videoconference, using the Zoom.com website or application. TO CONNECT TO ZOOM: Join the meeting using the following link: https://www.zoomgov.com/j/16057661931 Join the meeting by Phone: Meeting ID: 160 5766 1931 1 669 254 5252, 16057661931# US (San Jose) 1 669 216 1590, 16057661931# US (San Jose) 833 568 8864 US Toll-free