Dechant v. Woodcock CA4/1

Filed 3/26/25 Dechant v. Woodcock CA4/1

NOT TO BE PUBLISHED IN OFFICIAL REPORTS

California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

COURT OF APPEAL, FOURTH APPELLATE DISTRICT

DIVISION ONE

STATE OF CALIFORNIA

ROBERT J. DECHANT, D085389

Plaintiff and Appellant,

v. (Super. Ct. No. CVRI2304097)

GERALD CLINTON WOODCOCK,

Defendant and Respondent.

APPEAL from an order and judgment of the Superior Court of Riverside County, Chad W. Firetag, Judge. Reversed and remanded. Knapp, Petersen & Clarke, Mitchell B. Ludwig; Greines, Martin, Stein & Richland, Robin Meadow and Alex Chemerinsky for Plaintiff and Appellant. Wolf Wallenstein, David R. Gabor; Seltzer Legal Group, Michele A. Seltzer and Kenyon Harbison for Defendant and Respondent.

Robert J. Dechant appeals from an interlocutory judgment entered after the trial court sustained a demurrer to his complaint against Gerald

Woodcock on the ground of abatement. (Code Civ. Proc.,1 430.10, subd. (c).) We conclude that the trial court erred by abating Dechant’s action pending the final determination of a prior action filed by Woodcock against Dechant. Accordingly, we reverse the order and judgment. FACTUAL AND PROCEDURAL BACKGROUND A. The Woodcock Complaint and Cross-complaint In the prior action (the Woodcock action), Woodcock sued Dechant and others in July 2022 and filed his operative first amended complaint in October 2022. The first amended complaint alleged that Woodcock and Dechant entered into an agreement to set up a jointly owned limited liability company, TVBG Ventures, LLC (TVBG), to purchase a Temecula car dealership for $2 million. Woodcock would manage the dealership and Dechant would serve as managing member of TVBG. They initially agreed that Dechant would own a 50.1% interest and Woodcock would own a 49.9% interest. After submitting a franchise application to General Motors (GM), Woodcock and Dechant learned that GM would require further capitalization of $1.8 million plus proof of funds proportionate to each of their respective ownership interests. Because Dechant would have to loan Woodcock the money for his interest, the parties agreed to reduce Woodcock’s ownership share to 15%. Dechant then loaned Woodcock $570,000 and they executed a promissory note in that amount. The promissory note was attached as Exhibit B to Woodcock’s complaint. It included a provision stating that there were no required monthly payments on the note, but if Woodcock had funds available from any distribution made to him by TVBG, “they shall be paid first to satisfy this Note.”