Robert Sharman vs. Scott Rowe

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CANTIL- SAKAUYE COURTHOUSE LOCATED AT 500 G STREET IN SACRAMENTO, CA 95814. ALL HEARINGS NOTICED FOR DEPARTMENT 53 WILL BE HEARD IN DEPARTMENT 16D OF THE NEW COURTHOUSE. ***

TENTATIVE RULING

34-2020-00284847-CU-MC-GDS: Robert Sharman vs. Scott Rowe 07/21/2026 Hearing on Motion - Other to Confirm Appraiser’s Valuation Pursuant to the Parties’ Stipulation Under Cal. Corp. Code § 2000 and Payment of Appraisal Fees in Department 16D

Plaintiff Sharman’s “Motion to Confirm Appraiser’s Valuation Pursuant to the Parties’ Stipulation, Entry of Judgment, and Payment of Attorney and Appraisal Fees” is ruled upon as follows.

Plaintiff Sharman’s Amended Points & Authorities filed on 5/12/2026 fail to comply with CRC Rule 3.1113(f).

*** If oral argument is requested, the parties must at the time oral argument is requested notify the clerk and opposing counsel of the specific issues discussed below that will be addressed at the hearing. Counsel are also reminded that pursuant to local rules, only limited oral argument is permitted on law and motion matters. ***

Factual Background

Plaintiff commenced this action in September 2020, filing a complaint for involuntary dissolution of a corporation, Rowe Fenestration, Inc. (“RFI”), and appointment of a receiver, as well as other associated relief including injunctive relief and an accounting. Defendants Scott Rowe and RFI filed a cross-complaint which was subsequently amended, now asserting against plaintiff claims for breach of fiduciary duty, conversion, and breach of the covenant of good faith. Trial is currently set for 1/12/2027.

In February 2024, the parties filed with the Court a “Stipulation to Utilize the Procedures to Avoid Dissolution as Provided by California Corporations Code Section 2000,” attached to which was a proposed Order which was ultimately entered by the Court. Pursuant to this Stipulation, the parties agreed to utilize a single appraiser (Kristoffer Hall of Hall Valuation Consulting) rather than three appraisers for the purpose of valuing plaintiff Sharman’s shares in RFI as of 9/1/2020 and defendants’ purchase of same, “tak[ing] into account any offsets for self-dealing or misuse of corporate funds for personal purposes that [the appraiser] determines has been proven beyond a reasonable doubt.”

Pursuant to the Stipulation & Order, RFI is responsible for all of the appraiser’s fees and that if defendants choose not to purchase plaintiff’s shares based on the valuation, plaintiff himself would have the right to purchase defendants’ shares based on the same valuation. Additionally, the Stipulation & Order provides that should neither side wish to purchase the other’s shares, “the Parties agree to liquidate the company [RFI]” and “All rights and obligations not expressly waived or agreed upon in this stipulation are reserved to the parties.”

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

34-2020-00284847-CU-MC-GDS: Robert Sharman vs. Scott Rowe 07/21/2026 Hearing on Motion - Other to Confirm Appraiser’s Valuation Pursuant to the Parties’ Stipulation Under Cal. Corp. Code § 2000 and Payment of Appraisal Fees in Department 16D

Moving Papers. Plaintiff Sharman originally filed this motion on 3/4/2026 but on 5/12/2026, he filed amended papers. According to the Amended Notice of Motion, plaintiff seeks a variety of relief including the following:

1. An order confirming the “fair value” of the shares of RFI as determined by the appraiser, Mr. Hall, in his report dated 9/30/2025; 2. “An Order for Judgment [sic] entered pursuant to California Corporations Code §2000(c) and the parties’ stipulation, ordering the purchase of either SHARMAN or ROWE’s shares by the other within five (5) days of the date the order is served, or the dissolution and liquidation of [RFI];” 3. “An Order requiring that the Parties refrain from pillaging or squandering corporate assets during the remainder of the proceedings;” 4. “An Order requiring payment of the Appraisal Fees by [RFI] per the Parties’ stipulation in the amount of $11,480.00;” and 5. “An Order requiring payment of the Attorney Fees by [RFI] and SCOTT ROWE in the amount of $70,221.45.” (Am. Not. of Mot., p.2:1-15.)

Filed in support of this motion is a declaration by the appraiser, Mr. Hall, to which his valuation report is attached. In summary, Mr. Hall determined that RFI has a “100% Liquidation Value” of $898,000 but due to $53,498 in “disputed charges” which Mr. Hall determined were established by defendants “beyond a reasonable doubt,” the “Fair Value” of plaintiff Sharman’s 50% ownership interest in RFI is $395,002 (i.e., $898,000 x 50% = $449,000 - $53,498 in “disputed charges” = 395,002). (See, Hall Decl., Ex. 1, p.1.)

According to moving counsel’s original declaration filed on 3/4/2026, defendants have to date repeatedly declined to exercise their right to acquire plaintiff Sharman’s shares in RFI and indicated their desire to proceed to liquidate RFI. Moving counsel filed a second declaration on 5/12/2026 in which he primarily discusses the attorney fees claimed to have been incurred by plaintiff Sharman in this action, totaling $70,221.

Opposition. Defendants oppose, arguing that because neither side is willing to purchase the other’s ownership interest in RFI and because the parties in their 2024 Stipulation have already agreed to liquidate RFI, the Court should deny this motion which plaintiff is claimed to have filed without first notifying defendants beforehand and should instead appoint a liquidator in accordance with the parties’ prior agreement. The opposition adds that Mr. Hall’s valuation fails to include “the full amount of charges made by Mr. Sharman that were not authorized by [RFI],” approximately $240,000, and that to the extent plaintiff Sharman now claims attorney fees of over $70,000, he is as a

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

34-2020-00284847-CU-MC-GDS: Robert Sharman vs. Scott Rowe 07/21/2026 Hearing on Motion - Other to Confirm Appraiser’s Valuation Pursuant to the Parties’ Stipulation Under Cal. Corp. Code § 2000 and Payment of Appraisal Fees in Department 16D

50% shareholder in RFI liable for 50% of this amount. Finally, defendants insist that all of the appraiser’s fees have already been paid.

Reply. According to the Court’s Register of Actions, no reply to defendants’ opposition was filed.

Discussion

According to the Amended Notice of Motion filed on 5/12/2026, plaintiff Sharman is now seeking a variety of relief by this single motion but primary among such relief appears to be his request for an order confirming the “Fair Value” of plaintiff Sharman’s 50% ownership shares in RFI as determined by the appraiser, Mr. Hall, in his report dated 9/30/2025.

Corporations Code §2000(c) provides in its entirety:

The court shall appoint three disinterested appraisers to appraise the fair value of the shares owned by the moving parties, and shall make an order referring the matter to the appraisers so appointed for the purpose of ascertaining the value. The order shall prescribe the time and manner of producing evidence, if evidence is required. The award of the appraisers or of a majority of them, when confirmed by the court, shall be final and conclusive upon all parties. The court shall enter a decree, which shall provide in the alternative for winding up and dissolution of the corporation unless payment is made for the shares within the time specified by the decree.

If the purchasing parties do not make payment for the shares within the time specified, judgment shall be entered against them and the surety or sureties on the bond for the amount of the expenses (including attorneys’ fees) of the moving parties. Any shareholder aggrieved by the action of the court may appeal the court’s decision.

As noted above, the parties in the case at bar have stipulated that rather than three appraisers, a single appraiser would be utilized in this case and there is no dispute here that the previously appointed appraiser, Mr. Hall, has provided a report in which he has determined that RFI had as of 9/1/2020 a “100% Liquidation Value” of $898,000 but due to $53,498 in “disputed charges” which Mr. Hall determined were established by defendants “beyond a reasonable doubt,” the “Fair Value” of plaintiff Sharman’s 50% ownership interest in RFI is $395,002 (i.e., $898,000 x 50% = $449,000 - $53,498 in “disputed charges” = 395,002). (See, Hall Decl., Ex. 1, p.1.)

According to current California case law, an agreement by parties to conduct an

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

34-2020-00284847-CU-MC-GDS: Robert Sharman vs. Scott Rowe 07/21/2026 Hearing on Motion - Other to Confirm Appraiser’s Valuation Pursuant to the Parties’ Stipulation Under Cal. Corp. Code § 2000 and Payment of Appraisal Fees in Department 16D

appraisal is a form of arbitration which is generally subject to statutory law governing contractual arbitration proceedings. (See, e.g., Lee v. California Capital Ins. Co. (2015) 237 Cal.App.4th 1154, 1165 (citing Kacha v. Allstate Ins. Co. (2006) 140 Cal.App.4th 1023, 1031); Lambert v. Carneghi (2008) 158 Cal.App.4th 1120, 1129-1132.) As such, “judicial review of an arbitration, or appraisal award, is circumscribed” and “[i]t is not the court’s role to review the merits of the controversy or to determine whether the evidence is sufficient to support the appraisal award.” (Lee v.

California Capital Ins. Co., supra, 237 Cal.App.4th at 1165.) In light of this case law and the provisions of Corporations Code §2000(c), plaintiff Sharman is permitted under the circumstances here to seek an order confirming the appraiser’s “award” (i.e., valuation) conducted pursuant to the parties’ February 2024 Stipulation and Order. As will now be shown, defendants’ opposition fails to set forth any valid or sufficient grounds which persuades this Court that the present motion to confirm the appraiser’s “award” (i.e., valuation) either must or should be denied under the circumstances presented here.

First, the fact that neither side currently appears to be willing to purchase the other’s ownership interest in RFI does not, without more, mandate or justify denial of this motion. After all, Corporations Code §2000(c) specifically contemplates the confirmation of an appraisal and once confirmed, “[t]he court shall enter a decree, which shall provide in the alternative for winding up and dissolution of the corporation unless payment is made for the shares within the time specified by the decree.” (Underline added for emphasis.) As such, defendant RFI will proceed into winding up and dissolution only after the specified time period for the purchase of the opposing side’s shares expires. This is precisely consistent with the February 2024 Stipulation and Order which states the following:

The parties agree that any payment due after the completion of the appraisal and approval of the appraisal by the Court, shall be paid within 30 days of the Court’s order. In the event that Defendants choose not to purchase the shares of Plaintiff after Mr. Hall’s valuation, Plaintiff has the right, but not the obligation, to purchase Defendants’ shares at the same valuation. Should neither party wish to purchase the other’s shares at Mr. Hall’s valuation price, the Parties agree to liquidate the company. (Stip., p.3, ¶10; Order, p.4, ¶9 (underline added for emphasis).)

In short, because the parties through the February 2024 Stipulation and Order previously elected to proceed with the valuation process as provided in §2000(c), plaintiff Sharman has in this Court’s view justifiably moved to have the appointed appraiser’s valuation confirmed as contemplated by the Stipulation and Order as well as the plain language of §2000(c). The opposition suggests plaintiff Sharman filed the

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

34-2020-00284847-CU-MC-GDS: Robert Sharman vs. Scott Rowe 07/21/2026 Hearing on Motion - Other to Confirm Appraiser’s Valuation Pursuant to the Parties’ Stipulation Under Cal. Corp. Code § 2000 and Payment of Appraisal Fees in Department 16D

present motion without first notifying defendants but the opposition provides the Court with no authority or evidence showing that plaintiff was obliged to give some form of notice other than the mere filing the original moving papers back on 3/4/2026.

The opposition also asserts that Mr. Hall’s valuation fails to include “the full amount of charges made by Mr. Sharman that were not authorized by [RFI].” Defendants argue that instead of determining that $53,498 should be subtracted from the value of Sharman’s shares, Mr. Hall should have found that the value of plaintiff Sharman’s shares should be reduced by $240,000 due to the latter’s improper charges to RFI. Defendants proceed to cite authorities regarding the fiduciary duties of corporate officers/directors, argue that Sharman breached such fiduciary duties, and that on such grounds defendants “do not agree” with Mr. Hall’s conclusions and valuation. However, the Court finds that these arguments and statements provide no basis on which to deny the present motion, at least to the extent it seeks confirmation of the fair value determination.

As a preliminary matter, the parties expressly stipulated that the issue of whether plaintiff Sharman engaged in any inappropriate self-dealing or misuse of corporate funds is delegated to the appraiser’s determination, as well as the legal standard which must be met by defendants to prove such claims: “The Parties agree that Mr. Hall shall take into account during his valuation of business any offsets for self-dealing or misuse of corporate funds for personal purposes that he determines has been proven to him beyond a reasonable doubt.” (2/1/2024 Stip., ¶6.)

The parties also stipulated that they shall provide “any and all documentation requested by Mr. Hall” so that he may determine if either party has satisfied their respective burdens of proof. (Id., at ¶7.) Thus, there is no question that Mr. Hall’s determination that $53,498 is the amount to be deducted from the value of plaintiff Sharman’s shares constitutes the appraiser’s decision based upon consideration of the evidence supplied and application of the agreed upon standard of proof.

As discussed above, “judicial review of an arbitration, or appraisal award, is circumscribed” and “[i]t is not the court’s role to review the merits of the controversy or to determine whether the evidence is sufficient to support the appraisal award.” (Lee v. California Capital Ins. Co., supra, 237 Cal.App.4th at 1165.) Defendants have not filed any affirmative petition to correct or vacate the appraisal award. At most, defendants’ opposition may be considered a “response to a petition” to confirm the award under Code of Civil Procedure §1285.2.

To the extent defendants imply that Mr. Hall’s appraisal award should be entirely vacated, the Court finds that defendants have not established any statutory grounds for

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

34-2020-00284847-CU-MC-GDS: Robert Sharman vs. Scott Rowe 07/21/2026 Hearing on Motion - Other to Confirm Appraiser’s Valuation Pursuant to the Parties’ Stipulation Under Cal. Corp. Code § 2000 and Payment of Appraisal Fees in Department 16D

such relief. Indeed, Code of Civil Procedure §1286.2 provides the enumerated grounds upon which the Court shall vacate an arbitration/appraisal award as follows:

(a) Subject to Section 1286.4, the court shall vacate the award if the court determines any of the following: (1) The award was procured by corruption, fraud or other undue means. (2) There was corruption in any of the arbitrators. (3) The rights of the party were substantially prejudiced by misconduct of a neutral arbitrator. (4) The arbitrators exceeded their powers and the award cannot be corrected without affecting the merits of the decision upon the controversy submitted. (5) The rights of the party were substantially prejudiced by the refusal of the arbitrators to postpone the hearing upon sufficient cause being shown therefor or by the refusal of the arbitrators to hear evidence material to the controversy or by other conduct of the arbitrators contrary to the provisions of this title. (6) An arbitrator making the award either: (A) failed to disclose within the time required for disclosure a ground for disqualification of which the arbitrator was then aware; or (B) was subject to disqualification upon grounds specified in Section 1281.91 but failed upon receipt of timely demand to disqualify himself or herself as required by that provision.

However, this subdivision does not apply to arbitration proceedings conducted under a collective bargaining agreement between employers and employees or between their respective representatives. (Code Civ. Proc. §1286.2)

Defendants have provided no evidence of corruption, fraud or misconduct in the appraiser’s award; the appraiser’s exceeding of its powers; the appraiser’s refusal to postpone the hearing or refusal to hear evidence; or the appraiser’s failure to disclose grounds for disqualification. Thus, defendants have established no grounds for vacating of the appraiser’s award.

Alternatively, to the extent defendants imply that Mr. Hall’s appraisal award should be “corrected” or “modified” so as to instead include a reduction of $240,000 to Sharman’s ownership interest, the Court also finds that defendants have not established any statutory grounds for such relief. In regard to seeking correction or modification of an award, Code of Civil Procedure §1286.6 provides as follows:

Subject to Section 1286.8, the court, unless it vacates the award pursuant

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

34-2020-00284847-CU-MC-GDS: Robert Sharman vs. Scott Rowe 07/21/2026 Hearing on Motion - Other to Confirm Appraiser’s Valuation Pursuant to the Parties’ Stipulation Under Cal. Corp. Code § 2000 and Payment of Appraisal Fees in Department 16D

to Section 1286.2, shall correct the award and confirm it as corrected if the court determines that: (a) There was an evident miscalculation of figures or an evident mistake in the description of any person, thing or property referred to in the award; (b) The arbitrators exceeded their powers but the award may be corrected without affecting the merits of the decision upon the controversy submitted; or (c) The award is imperfect in a matter of form, not affecting the merits of the controversy. (Code Civ. Proc. § 1286.6.)

Defendants have not established any “evident miscalculation of figures” or “evident mistake in the description of any person, thing or property.” Nor have defendants established that the appraiser “exceeded their powers” or that the “award is imperfect in a matter of form.” As such, defendants have established no ground for correcting the appraisal award. Instead of providing statutory grounds for correction or modification of the appraiser’s determination, it appears defendants have merely reargued the merits of the underlying dispute, that is, why defendants believe the reduction of plaintiff Sharman’s interest should be as much as $240,000. This, however, is not a valid basis for correction or modification of the award.

Nonetheless, even if defendants could simply reargue the merits (which they cannot), the Court finds that defendants have not, in any event, included any evidence necessary to meet their burden. That is, defendants have not included with the opposition papers any competent, admissible evidence which tends to show either that plaintiff Sharman actually made unauthorized charges in the amount of roughly $240,000 (or any other amount) or that Mr. Hall’s determination of plaintiff Sharman’s unauthorized charges was in some way improper or incomplete, especially in light of the applicable “beyond a reasonable doubt” standard specified by the February 2024 Stipulation and Order. (Stip., p.2, ¶6.)

In short, as the opposition has failed to demonstrate with competent, admissible evidence that Mr. Hall’s valuation of RFI was in some meaningful manner improper, incomplete and/or erroneous in the specific limited context for which modification or correction is allowed by statute, the Court can find no valid basis on which to deny this motion to confirm Mr. Hall’s valuation pursuant to the express language of Corporations Code §2000(c). As such, this Court is persuaded that plaintiff Sharman is under the circumstances here entitled to an order confirming Mr.

Hall’s “Fair Value” determination as set forth in Exhibit 1 to his declaration filed on 3/4/2026.

However, the Court rejects plaintiff Sharman’s proposal to limit to just five (5) days

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

34-2020-00284847-CU-MC-GDS: Robert Sharman vs. Scott Rowe 07/21/2026 Hearing on Motion - Other to Confirm Appraiser’s Valuation Pursuant to the Parties’ Stipulation Under Cal. Corp. Code § 2000 and Payment of Appraisal Fees in Department 16D

defendants’ right to purchase the former’s shares at the “Fair Value” determined by Mr. Hall (i.e., $395,002) because the February 2024 Stipulation and Order expressly provides for a 30-day time period for defendants to exercise their statutory right. (Stip., p.3, ¶10; Order, p.4, ¶9.) Similarly, although the Stipulation and Order does not specify a precise time period within which plaintiff Sharman may purchase defendant Rowe’s shares, it is reasonable to construe the Stipulation and Order as providing plaintiff Sharman with the same 30-day window within which to exercise his right to purchase the other 50% of outstanding shares in RFI. Thus, the moving papers’ request to limit plaintiff Sharman’s contingent right to purchase defendant Rowe’s shares to five (5) days is likewise rejected.

Relatedly, while the Amended Notice of Motion seeks “[a]n Order for Judgment [sic] entered pursuant to California Corporations Code §2000(c) and the parties’ stipulation, ordering the purchase of either SHARMAN or ROWE’s shares by the other within five (5) days of the date the order is served, or the dissolution and liquidation of [RFI]” (Am. Not. of Mot., p.2:6-9 (underline added for emphasis), the Court finds no factual or legal basis for an actual “judgment” to be entered that provides the parties with their respective rights to purchase the others shares in RFI.

Indeed, §2000(c) specifies that “[t]he court shall enter a decree, which shall provide in the alternative for winding up and dissolution of the corporation unless payment is made for the shares within the time specified by the decree.” (Underline added for emphasis.) As such, no purported “judgment” in this regard is appropriate but rather only a “decree,” meaning an “order.”

The Amended Notice of Motion next requests “[a]n Order requiring that the Parties refrain from pillaging or squandering corporate assets during the remainder of the proceedings.” (Am. Not. of Mot., p.2:10-11.) This relief, however, was not stipulated to and instead is in the nature of a preliminary injunction but plaintiff Sharman has not filed any motion for preliminary injunction; the Amended Points & Authorities do not address the requirements for such injunctive relief; and none of the declarations filed in support of the present motion are sufficient to establish plaintiff Sharman’s entitlement to such injunctive relief here. Accordingly, plaintiff Sharman’s present request for such an order shall be denied but either party remains free to file and serve a noticed motion seeking injunctive relief if warranted under the circumstances.

The Amended Notice of Motion also seeks an order requiring defendants to pay the appraiser’s fees of $11,480 (Am. Not. of Mot., p.2:12-13) but this Court finds such an order to be neither necessary nor appropriate insofar as the February 2024 Stipulation and Order already expressly provides that defendant RFI is responsible for all fees and costs associated with the “appraisal process.” (See, Stip., p.2, ¶8; Order, p.4, ¶7.) Moreover, the MacAdam Declaration in opposition further attests that all of the

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

34-2020-00284847-CU-MC-GDS: Robert Sharman vs. Scott Rowe 07/21/2026 Hearing on Motion - Other to Confirm Appraiser’s Valuation Pursuant to the Parties’ Stipulation Under Cal. Corp. Code § 2000 and Payment of Appraisal Fees in Department 16D

appraiser’s fees have already been paid (MacAdam Decl., p.2, ¶7) and this, coupled with the fact that no reply papers were filed and no rebuttal evidence tending to show that the appraiser’s fees have not been paid has been submitted, plaintiff Sharman’s request for an order requiring defendants to pay the appraiser’s fees shall also be denied

Finally, the Amended Notice of Motion seeks “[a]n Order requiring payment of the Attorney Fees by [RFI] and SCOTT ROWE in the amount of $70,221.45” (Am. Not. of Mot., p.2:14-15) but this request appears at a minimum to be premature. While the second to last sentence of Corporations Code §2000(c) does authorize an award of attorney fees, such fees are not properly awarded unless and until “the purchasing parties do not make payment for the shares within the time specified.” Because such time period has neither commenced nor expired, no party is currently entitled to any award of attorney fees pursuant to this provision.

To the extent the Amended Points & Authorities seek other or additional relief which is not specified in Amended Notice of Motion, including but not limited to the appointment of a receiver “to resolve shareholder deadlock and oversee the winding-up process” (Am. MPA, p.7:25-p.8:25), such relief is denied because it was not properly specified in the Amended Notice of Motion and thus, not properly before the Court. However, the denial of such relief is without prejudice to the parties’ rights to seek such relief via a properly noticed motion supported by appropriate evidence.

Disposition

Plaintiff Sharman’s “Motion to Confirm Appraiser’s Valuation Pursuant to the Parties’ Stipulation, Entry of Judgment, and Payment of Attorney and Appraisal Fees” is GRANTED IN PART to the extent it seeks an order (1) confirming Mr. Hall’s 9/30/2025 “Fair Value” determination/award attached as Exhibit 1 to his declaration filed on 3/4/2026; (2) providing defendants 30 days within which to purchase plaintiff Sharman’s shares in RFI at the valuation specified by Mr. Hall (i.e., $395,002); (3) should defendants not timely exercise their statutory right, providing plaintiff Sharman 30 days within which to purchase defendant Rowe’s shares in RFI at the valuation specified by Mr.

Hall (i.e., $449,000); and (4) should neither party timely exercise their respective rights to purchase the other’s shares in RFI, then the parties shall commence with the winding up and dissolution of RFI. In all other respects, the present motion is DENIED.

The Court declines to sign not only the proposed order submitted with the amended moving papers on 5/12/2026 because it includes a variety of relief to which plaintiff Sharman is not entitled but also the proposed judgment submitted with the amended

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

34-2020-00284847-CU-MC-GDS: Robert Sharman vs. Scott Rowe 07/21/2026 Hearing on Motion - Other to Confirm Appraiser’s Valuation Pursuant to the Parties’ Stipulation Under Cal. Corp. Code § 2000 and Payment of Appraisal Fees in Department 16D

moving papers on 5/12/2026 because as explained above, no judgment is appropriate at this time.

Pursuant to CRC Rule 3.1312, plaintiff to prepare for the Court’s consideration a proposed order/decree which is consistent with the foregoing and with the provisions of Corporations Code §2000(c)

Moving party to provide notice of this ruling and file proof of service of same within five (5) court days.

This minute order is effective immediately. No formal order or other notice is required. (Code Civ. Proc. §1019.5; CRC Rule 3.1312.)