Facts

Silver Strand Plaza, LLC, was started when its members, including Laura Hammett, entered into an operating agreement in 2009. Silver Strand's principal asset was Silver Strand Plaza, a multi-tenant retail shopping center in Imperial Beach, California. Disputes over management of the shopping center arose, and it was sold in 2017. Then, in April 2019, Hammett filed suit against the LLC and Mary Sherman in her individual capacity and in her capacity as trustee of the "Grandchildren Trust." She also included Linda Kramer, Diane Dennis, and Linda Kramer as defendants. The next month, Hammett filed a first amended complaint, which added Jeffrey Sherman, as co-trustee of J&M Sherman Family Trust; Kramer and Erik Hunsaker, as co-trustees of the Lynn and Erik's Trust; Ellis Stern, Alan Goldberg, and their law firm Stern and Goldberg; and Patrick McGarrigle and his law firm, McGarrigle, Kenney & Zampiello as defendants. The court granted the defendants' motions to dismiss the first amended complaint, and it also dismissed Hammett's second amended complaint. Hammett filed yet a third amended complaint.

PLAINTIFF'S CONTENTIONS: Plaintiff's original complaint contended that Mary Sherman, in both her individual capacity and her capacity as trustee of the "Grandchildren Trusts," Kramer, Dennis, and Silver Strand for breach of fiduciary duty; aiding and abetting breach of fiduciary duty; defamation per se; and conversion.

In her first amended complaint, the plaintiff contended that the defendants, with the exception of Silver Strand, Stern, Goldberg, McGarrigle, and Sherman, breached their fiduciary duties; the defendants aided and abetted a breach of fiduciary duty; that the defendants Sherman and Dennis committed defamation per se; that Sherman and Dennis engaged in civil conspiracy to defame; that the defendants had converted her property; and that Stern, Goldberg, McGarrigle, and their firms had committed legal malpractice.

In the second amended complaint, the plaintiff asserted causes of action for fraud, fraudulent conveyance, dissolution, appointment of receiver, accounting, constructive trust, conversion, breach of fiduciary duty, breach of the covenant of good faith and fair dealing, aiding and abetting breach of fiduciary duty, defamation per se or per quod and false light invasion of privacy against Sherman, in her capacity as manager and as trustee of the Grandchildren Trusts, and Jeffrey Sherman, as co-trustee of J&M Sherman Family Trust, defamation per se or per quod and false light invasion of privacy against Dennis, and unjust enrichment.

Plaintiff's third amended complaint sought declaratory and injunctive relief. Specifically, Hammett sought specific performance of her right to inspect company financial records since 2013; dissolution of Silver Strand; and her costs and fees.

DEFENDANTS' CONTENTIONS: Defendants denied any wrongdoing or liability and all the plaintiff's material allegations. Specifically, the defendants contended that neither of the conditions for dissolution of Silver Strand had occurred. Moreover, the defendants contended the court lacked subject matter jurisdiction over the third amended complaint because the plaintiff sought no monetary damages.

Result

The court dismissed plaintiff's complaint with prejudice.

Other Information

The case is currently on appeal.