Stratim Capital Growth Fund, LLC et al. v. Altierre Corporation et al.

SUPERIOR COURT, STATE OF CALIFORNIA COUNTY OF SANTA CLARA Department 10 Honorable Jeffrey B. El-Hajj Blanca Than, Courtroom Clerk 191 North First Street, San Jose, CA 95113

DATE: September 1, 2026 TIME: 9:00 A.M. / 9:01 A.M. To contest the ruling, you must call (408) 808-6856 before 4:00 P.M. You must also contact the other side before 4:00 P.M. to inform them that you plan to contest the ruling. (Cal. Rules of Court, rule 3.1308(a)(1); Local Rule 8.D.)

**Please specify the issue to be contested when calling the Court and counsel**

9:00 A.M. LINE # CASE # CASE TITLE RULING Line 1 22CV408970 Navy Federal Plaintiff’s motion to enter judgment by stipulation. (Code Civ. Proc., § Credit Union et 664.6.) Notice is not proper. The proof of service indicates the motion was al. v. Roger served by mail to defendant directly. Defendant has counsel of record. The College motion is DENIED WITHOUT PREJUDICE to a properly noticed motion. The court will prepare the order.

Line 2 23CV420710 Adam Valle v. Plaintiff Adam Valle’s motion to tax costs. (Code Civ. Proc., 1033.5.) Ford Motor Notice is proper and the motion is opposed by defendant Ford Motor Company et al. Company. A prevailing party is entitled to costs reasonably necessary to the conduct of the litigation, unless those costs are among those listed in Code of Civil Procedure 1033.5, subdivision (b). Defendant was declared the prevailing party in the judgment entered in February 2026. Plaintiff’s motion to tax costs states that plaintiff filed a motion for relief for his failure to oppose summary judgment, but no motion was ever filed.

Plaintiff challenges two categories of costs: $3,276.58 in filing fees (which includes $1,435 in mediation fees) and $62.98 in “other” costs. The court finds all claimed costs were both reasonable in amount and reasonably necessary to the conduct of litigation. None are prohibited as a matter of law. Defendant submitted invoices supporting the memorandum of costs. Plaintiff submitted no evidence to rebut that prima facie showing. Plaintiff’s motion to tax costs is DENIED. Defendant is awarded costs of $3,339.56.

The court will prepare the order.

Line 3 23CV428277 Stratim Capital Click LINE 3 or scroll down for ruling. Growth Fund, LLC et al. v. Altierre Corporation et al.

Calendar Line 3 Case Name: Stratim Capital Growth Fund, LLC et al. v. Altierre Corporation et al. Case No.: 23CV428277

At issue is a motion by intervenor Kline Hill Partners Fund II LP (Kline Hill) to stay proceedings pending resolution of an appeal from the judgment in a San Francisco case. Notice is proper and the motion is opposed by plaintiffs Stratim Capital Growth Fund, LLC and Stratim Capital, LLC (collectively, Stratim). The parties’ requests for judicial notice of court filings in both this action and the San Francisco Action (San Francisco County Superior Court case No. CGC-21-94124) are granted. (Evid. Code, § 452, subd. (d).)

Procedural Background

The San Francisco Action is a suit by Kline Hill against Stratim and other individuals and entities, filed in 2021. The operative third amended complaint alleges that Stratim and defendant-in-intervention Zachary Abrams misappropriated the assets of defendant Altierre Corporation. (San Francisco Action Third Amended Complaint, ¶ 1 (Exh. A to 8/19/26 Crawford dec.).) Kline Hill alleges that misappropriation occurred by, among other things, Stratim and Abrams loaning funds to Altierre in return for “large change of control ‘multiples.’ ” (Id., ¶ 2.) The complaint alleges causes of action for, among other things, breach of fiduciary duty and corporate waste.

The San Francisco Action proceeded to a bench trial. Judgment was ultimately entered against Kline Hill. The court’s statement of decision discussed the loans Stratim made to Altierre. The court found that Kline Hill’s claim for corporate waste failed, which was in part based on analysis related to the loans Stratim made to Altierre: “Stratim was the only entity willing to loan money to Altierre, thus allowing for its financial survival and ability to continue to operate.” (San Francisco Action Statement of Decision, 17:6-14 (Exh. D to 8/19/26 Crawford dec.).)

In opposing an attorney fee motion, Kline Hill argued, “Enforcement of the Loan Agreements is a discrete and distinct issue easily separable from work on the broader issues of the Altierre director’s breaches of fiduciary duties.” (Kline Hill’s opposition to the fee motion, 16:3-6 (Exh. E to Crawford dec.) Kline Hill also argued “[n]either Kline Hill nor the Defendants asked for a ruling on the validity of the Loan Agreements and the Court never issued such a ruling.” (Id. at p. 17:6-10.)

The court in the San Francisco Action granted in part Stratim’s motion for attorney fees. Stratim argued it was entitled to attorney fees under the secured note purchase agreements between Stratim and Altierre. The court acknowledged Stratim’s argument that the secured note purchase agreements played a pivotal role in the alleged scheme, but concluded the agreements were not “so intertwined as to warrant awarding all fees incurred by all parties.” (San Francisco Action Fee Order, 10:1-12 (Exh. A to Addiego dec.).) (The court considers the fee order despite it being filed with Kline Hill’s reply because it is directly responsive to an argument raised in the opposition.)

The instant action is a breach of contract action filed by Stratim against Altierre Corporation, seeking to enforce the secured note purchase agreements discussed in the San Francisco Action. (Complaint, ¶¶ 23-37.) Kline Hill successfully moved to intervene. Kline Hill’s operative first amended complaint in intervention alleges a single cause of action for declaratory relief, seeking a determination that the secured note purchase agreements were not approved by the shareholders. (First amended complaint in intervention, ¶¶ 72-74.)

Discussion 6

Kline Hill moves to stay proceedings under three authorities: Code of Civil Procedure section 916; the rule of exclusive concurrent jurisdiction; and the court’s inherent authority to stay proceedings.

Code of Civil Procedure Section 916

As a general matter, “the perfecting of an appeal stays proceedings in the trial court upon the judgment or order appealed from or upon the matters embraced therein or affected thereby.” (Code Civ. Proc., § 916; unspecified statutory references are to this Code.) But “the trial court may proceed upon any other matter embraced in the action and not affected by the judgment or order.” (Ibid.) “ ‘[W]hether a matter is “embraced” in or “affected” by a judgment [or order] within the meaning of [section 916] depends on whether postjudgment [or postorder] proceedings on the matter would have any effect on the “effectiveness” of the appeal.’ ” (Varian Medical Systems, Inc. v. Delfino (2005) 35 Cal.4th 180, 189.)

That a postjudgment proceeding may render an appeal moot is not, by itself, enough for a stay under section 916. The new “proceeding must directly or indirectly seek to ‘enforce, vacate or modify [the] appealed judgment or order.’ ” (Ibid.) “Or the proceeding must substantially interfere with the appellate court’s ability to conduct the appeal.” (Ibid.)

Section 916 does not compel a stay of this action. The instant action does not seek to enforce, vacate, or modify the appealed judgment. Nor would it substantially interfere with the appellate court’s ability to conduct the appeal.

Inherent Authority to Stay Proceedings

A trial court “ ‘ordinarily has inherent power, in its discretion, to stay proceedings when such a stay will accommodate the ends of justice.’ ” (OTO, L.L.C. v. Kho (2019) 8 Cal.5th 111, 141.) “ ‘In exercising its discretion the court should consider the importance of discouraging multiple litigation designed solely to harass an adverse party, and of avoiding unseemly conflicts with the courts of other jurisdictions. It should also consider whether the rights of the parties can best be determined by the court of the other jurisdiction because of the nature of the subject matter, the availability of witnesses, or the stage to which the proceedings in the other court have already advanced.’ ” (Thomson v. Continental Ins. Co. (1967) 66 Cal.2d 738, 746-747.)

Both cases involve, to some degree, the validity of the secured note purchase agreements that Stratim seeks to enforce in the instant action. The court in the San Francisco Action entered judgment against Kline Hill. That action is now on appeal. If the judgment is affirmed, that decision will likely have at least some degree of preclusive effect on the issues raised in Kline Hill’s first amended complaint in intervention in this action. If the judgment is reversed, those issues may need to be litigated in the first instance in the San Francisco Action. On this record, the court concludes the matter should be stayed, at least until resolution of the appeal in the San Francisco Action.

Because the court is staying proceedings under its inherent authority, the court does not reach the parties’ arguments about exclusive concurrent jurisdiction.

Conclusion

The court exercises its inherent power to STAY this action pending resolution of the appeal in the San Francisco Action. The court will hold a case status review regarding the appeal in that action on April 15, 2027, at 11:00 a.m. in Department 10.

The court will prepare the order.

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