The Liu Bunch v. Song CA2/3

Filed 12/6/23 The Liu Bunch v. Song CA2/3 NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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 This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION THREE

THE LIU BUNCH, LLC, B321457

Plaintiff and Appellant, (Los Angeles County Super. Ct. No. BC453717) v.

KI JONG SONG et al.,

Defendants and Respondents.

APPEAL from an order of the Superior Court of Los Angeles County, Kenneth R. Freeman, Judge. Reversed and remanded with directions. Zee Law Group, Tappan Zee and Kimberly Barrientos for Plaintiff and Appellant. Lagasse Branch Bell + Kinkead, Christopher C. Cianci for Defendants and Respondents.

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The Liu Bunch, LLC appeals from an order vacating a 2011 default judgment entered in its favor against Ki Jong Song and Mi Sook Song. The trial court found The Liu Bunch, a foreign limited liability company, did not have a certificate of registration to transact business in California when the judgment was entered, and therefore lacked legal capacity to maintain the lawsuit. The court accepted the Songs’ argument that the judgment was void on its face. We conclude this was error and reverse. FACTUAL AND PROCEDURAL BACKGROUND In 2006, the Songs received a loan of $1.09 million from nonparty Union Bank N.A. (Union Bank) secured by a deed of trust to real property located in Nevada. Union Bank assigned the loan to The Liu Bunch in 2010. By October 2010, the Songs owed more than $50,000 in outstanding payments on the loan. The Liu Bunch filed a complaint against the Songs in January 2011 asserting claims for breach of contract, money due on an open book account, and money due on an account stated. The Songs did not respond to the complaint. The court entered a default judgment in favor of The Liu Bunch in August 2011. The court granted The Liu Bunch’s application to renew the judgment in June 2021. In November 2021, the Songs filed a motion to set aside the judgment. The Songs argued The Liu Bunch was not properly registered with the California Secretary of State as a foreign Limited Liability Company (LLC). The Songs contended The Liu Bunch was therefore “not qualified” to maintain the lawsuit based on Corporations Code section 17708.07, subdivision (a).