Wilson vs. Dan

No sanctions. Plaintiff did not provide proper notice of Plaintiff’s requests for sanctions. (Code Civ. Proc. § 2023.040; Notice of Motion and Motion to Compel Responses to Form Interrogatories; Notice of Motion and Motion to Compel Responses to Request for Production of Documents.)

Plaintiff shall give notice.

12 Williams vs. West Coast Casters & Wheels, Inc.

2024-01388763 Motion for Leave to Amend

Continued to 09/14/2026 13 Wilson vs. Dan

2025-01523063 Motion for Judgment on the Pleadings

Defendants Claudiu Dan’s, Ariel Corral’s, Julio Lopez’s, Martin Martinez’s, and Samuel Membreno’s motion for judgment on the pleadings as to Plaintiff Andrew Wilson’s Complaint is granted with 30 days leave to amend.

Defendants’ request for judicial notice filed with their reply brief is granted:

1. The California Secretary of State’s Business Search record for Westminster Bible Chapel of Those Who Meet in the Name of the Lord Jesus Christ Alone, Entity No. 526896 (“WBC”), reflecting the WBC’s classification as “Nonprofit Corporation - CA - Religious,” its formation in California, and its initial filing date of 05.18.67.

2. The Statement of Information for WBC filed with the California Secretary of State on 08.24.25.

3. The Articles of Incorporation of WBC, endorsed-filed by the Secretary of State on 05.18.67, together with the Bylaws attached thereto.

4. A number of records filed in this case: (a) the Complaint, filed 10.30.25 (ROA 2); (b) the Verified Answer of Defendant Claudiu Dan, filed 01.26.26 (ROA 200); (c) Defendants’ Motion for Judgment on the Pleadings, filed 02.23.26 (ROA 219); (d) the Notice of Joinder and Supplemental Memorandum of Points and Authorities filed by WBC through its current Board of Directors, filed 04.06.26 (ROA 301), a true and correct

copy of which is attached as Exhibit F; and (e) Defendants’ Notice of Appeal, filed 04.26.26 (ROA 307) 5. The letter of the California Franchise Tax Board dated 05.17.67, determining WBC to be exempt from State franchise tax under Revenue and Taxation Code § 23701d as an organization “organized and operated exclusively as a religious organization.”

6. The determination letter of the United States Internal Revenue Service dated 08.07.67, recognizing WBC as exempt from federal income tax as an organization described in § 501(c)(3) of the Internal Revenue Code, with the stated purpose classification as “Religious”

These are proper subjects of judicial notice. While generally judicial notice is not a proper request on reply, here the request responds directly to Plaintiffs’ arguments in opposition.

Plaintiffs Andrew Wilson, derivatively on behalf of Westminster Bible Chapel of Those Who Meet in the Name of the Lord Jesus Christ Alone (“Wilson”), and Westminster Bible Chapel of Those Who Meet in the Name of the Lord Jesus Christ Alone, a non-profit corporation (the “Church,” collectively, “Plaintiffs”) allege the following four causes of action: (1) cancellation of an instrument, (2) conversion, (3) fraud, and (4) declaratory and injunctive relief.

An overarching issue in this matter is whether Plaintiffs’ claims are analyzed under general corporate laws or the more specific Nonprofit Religious Corporations law (“NRC”), set forth in Corp. Code, § 9110 et seq.

Plaintiffs argue that there is no allegation in the Complaint that the corporation is governed by the non-profit religious corporation’s laws, as opposed to the California general non-profit corporation’s laws. This argument fails based on the Complaint itself (see ¶ 2) and on the documents that form the basis of Defendants’ request for judicial notice. Specifically, the California Secretary of State information for the Westminster Bible Chapel states that it is a “Nonprofit Corporation – CA – Religious.” (RFJN, Ex. C.) The Court therefore finds that the NRC controls.

Both the NRC and general Corporations statutes authorize representative lawsuits like this one. However, despite bringing the

action derivatively on behalf of the Church, Plaintiffs did not name it as a nominal defendant.

Pursuant to Grosset v. Wenaas (2008) 42 Cal.4th 1100, 1108, “[w]hen a derivative suit is brought to litigate the rights of the corporation, the corporation is an indispensable party and must be joined as a nominal defendant.” (Emphasis added.)

In this respect, Defendants’ motion has merit.

In addition, Plaintiff(s) improperly allege a direct action by the Church. The Court in Patrick v. Alacer Corp. (2008) 167 Cal.App.4th 995, 1003–1004 explains that when a corporation is the beneficiary in a derivative lawsuit such as this one, “[n]aming the corporation a defendant, not a plaintiff, follows from the joinder rules: ‘If the consent of any one who should have been joined as plaintiff cannot be obtained, he may be made a defendant.’” [citing Code Civ. Proc., § 382].)

In Wimber v. Scott (2025) 113 Cal.App.5th 349, 358, the Court explains when a derivative lawsuit may be brought on behalf of a religious corporation as follows:

In what situations then can an individual compel a lawsuit on behalf of a nonprofit religious corporation, such as a church? The NRC carefully circumscribes the answer.

First, a “member” or “former member” can bring a representative action “to enjoin, correct, obtain damages for or to otherwise remedy a breach of a trust under which any or all of the assets of a corporation are held.” (§ 9142, subd. (a)(1).)

Second, a “member” can bring a representative action “against the officers or directors of the corporation for violation of their authority.” (§ 9141, subd. (a).)

Third, a “member” or “former member” (§ 9142, subd. (a)(1)) can bring a representative suit to remedy the misuse of property when property has been contributed to the corporation by a person directly affiliated with the corporation for a specific purpose and the corporation uses that **391 property for a reason other than that specific purpose. (§ 9143, subd. (a).)

Fourth, a “member” can bring a representative lawsuit to remedy “self-dealing transaction[s] ... to which the corporation is a party and in which one or more of its directors has a material financial interest.” (§ 9243, subds. (a) & (c)(1).)

*359 Last, an “authorized number of members” (§ 9610, subd. (b)), a creditor, or a director may bring a lawsuit on behalf of the corporation against any one of its directors who approve unlawful distributions. (§ 9245, subds. (a)(1)–(3) & (b)(1)–(2).)

It is not clear that Plaintiff’s claims for cancellation of instrument, conversion, fraud and declaratory/injunctive relief are authorized by the NRC as interpreted by the Court in Wimber, which provides that a derivative action may only be brought (1) to remedy a breach of breach of trust, (2) for violation of officer/director authority, (3) for misuse of property, (4) due to self-dealing, or (5) against directors who improve unlawful distributions.

Accordingly, the Court finds that Plaintiff fails to allege facts to support each of the four causes of action.

Lastly, Plaintiff failed to comply with Corp. Code, § 5710(b), which requires Plaintiff bringing a derivative action to allege “with particularity plaintiff’s efforts to secure from the board such action as plaintiff desires, or the reasons for not making such effort, and alleges further that plaintiff has either informed the corporation or the board in writing of the ultimate facts of each cause of action against each defendant or delivered to the corporation or the board a true copy of the complaint which plaintiff proposes to file.”

Based on the foregoing, the motion is granted with leave to amend.

Defendants shall give notice.