Mathew Arcoleo v. John Mayer

Mathew Arcoleo v. John Mayer (and Related Cross-Action)

(Consolidated with 25CV005325)

John Mayer’s Demurrer to Cross-Complaint Hearing Date: August 7, 2026

The demurrer filed by Defendant and Cross-Complainant John Mayer to the Cross- Complaint of Discovery Charters, Inc. (“DCI”) is SUSTAINED without prejudice to DCI filing another Cross-Complaint upon majority vote.

It is clear from the limitations on corporate officers’ authority that they have no power to initiate litigation in the company’s name against a 50 percent shareholder. [Anmaco, Inc. v. Bohlken (1993) 13 Cal.App.4th 891, 898.] Mr. Mayer and Plaintiff and Cross-Defendant Matthew Arcoleo are equal partners, each holding a 50/50 ownership in DCI. When DCI filed the Cross-Complaint against Mr. Mayer, the partners did not approve this action. Because the Cross-Complaint was filed without proper corporate approval, it cannot move forward.

The Court acknowledges Provisional Director Adam Tight’s request to continue the demurrer hearing because he has “not had sufficient time to review the matter and discuss with Mr. Arcoleo and Mr. Mayer.” However, Mr. Tight provides no additional details to support the continuance, including what occurred during the Board of Directors meeting on July 20, 2026, or how much time he needs to “review the matter” and “discuss” with the parties, despite his appointment on June 5, 2026.

The Cross-Complaint’s lack of facial authorization—unchanged over time—means the issue is ready for resolution. Mr. Mayer’s objection to the continuance raises legitimate prejudice concerns related to the upcoming bench trial on October 12, 2026. Therefore, the demurrer is SUSTAINED without prejudice to DCI filing another Cross-Complaint if it is properly authorized by a majority vote that includes Mr. Tight’s tie-breaking authority. Mr. Mayer shall prepare the Proposed Order consistent with this Tentative Ruling.

NOTE RE TENTATIVE RULING This tentative ruling becomes the court’s order, and no hearing shall be held unless one of the parties contests it by following Rule 3.1308 of the California Rules of Court and Monterey County Local Rule 7.9. Those parties wishing to present an oral argument must notify all other parties and the Court no later than 4:00 p.m. on the court day before the hearing; otherwise, NO ORAL ARGUMENT WILL BE PERMITTED, AND THE TENTATIVE RULING WILL BECOME THE ORDER OF THE COURT AND THE HEARING VACATED. You must notify the court by email or by calling the Calendar Department at 831-647-5800, extension 3040, before 4:00 p.m. on the court day before the hearing.

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