Orradre v. Duke CA3

Filed 8/29/23 Orradre v. Duke CA3 NOT TO BE PUBLISHED California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published,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 This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA THIRD APPELLATE DISTRICT (Sacramento) ----

MICHEL J. ORRADRE et al., as Trustees, etc., C096186

Cross-complainants and Respondents, (Super. Ct. No. 34201900253042CUBCGDS) v.

ROGER P. DUKE,

Cross-defendant and Appellant.

This case concerns a dispute between members of a limited liability company that has unfolded over the past five years across a stayed lawsuit, a stalled arbitration, and finally this lawsuit. In this action, the company, plaintiff O Street Partners, LLC, filed a complaint against defendants and cross-complainants Michel J. Orradre and Mary F. Orradre as Trustees of the 1988 Orradre Revocable Trust UDT dated April 26, 1988 (trust), a nonmanaging member of the company. The trust filed a cross-complaint asserting direct and derivative claims against its managing member, cross-defendant and appellant Roger Duke, and naming O Street Partners as a nominal cross-defendant.

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O Street Partners and Duke filed successive motions seeking to compel arbitration of only the cross-complaint. The trial court denied the motions under Code of Civil Procedure section 1281.2, subdivision (c) due to the possibility of conflicting rulings on common issues of law and fact if the complaint and the cross-complaint are adjudicated in separate forums. (Undesignated statutory references are to the Code of Civil Procedure.) Duke appeals the denial of his motion and seeks review of two prior decisions by the trial court. We affirm. FACTUAL AND PROCEDURAL BACKGROUND Duke manages and is a member of O Street Partners. The trust is also a member of O Street Partners. The O Street Partners’s operating agreement contains an arbitration provision requiring members to arbitrate “any dispute [that] arise[s] regarding the interpretation or execution of [the agreement].” In August 2018, the trust and other members of O Street Partners filed suit against Duke seeking provisional relief and demanding to arbitrate a derivative claim against Duke for mismanaging O Street Partners. In March 2019, Duke directed O Street Partners to file this action against the trust. (See Corp. Code, § 17704.07, subd. (c)(1).) The trust filed an answer to that action in June 2019. In February 2020, the trust filed a motion for leave to file a cross-complaint against Duke naming O Street Partners as a defendant because four of the causes of action were brought on behalf of O Street Partners. The trial court declined to rule on the motion because it determined that the cross-complaint did not require leave. The trust then filed the cross-complaint. It appears from the partial record provided that, in early 2022, O Street Partners filed a motion to compel arbitration of the cross-complaint. The trial court denied that motion, ruling that O Street Partners had waived its right to arbitrate and reasoning that there could be inconsistent rulings if the parties litigated the complaint in court while arbitrating the cross-complaint. While that ruling was pending, Duke filed his own motion to compel arbitration — again of only the cross-complaint.