Mackel v. McDonough CA2/6

Filed 5/24/24 Mackel v. McDonough CA2/6 NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for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 This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.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 SIX

VIRGINIA A. MACKEL, 2d Crim. No. B324520 (Super. Ct. No. 56-2021-00556620- Plaintiff and Respondent, CU-WM-VTA) (Ventura County) v.

PAUL MCDONOUGH,

Defendant and Appellant.

Paul McDonough appeals a judgment entered after the trial court granted a motion for a writ of mandate sought by Virginia A. Mackel, the co-manager of four limited liability companies that she and McDonough jointly manage. (Code Civ. Proc., § 1085; Corp. Code, § 1603, subd. (a).)1 We affirm. This appeal concerns an amended petition for writ of mandate filed by a co-manager of four limited liability companies

We deny Mackel’s motion to dismiss McDonough’s appeal. 1

Although McDonough may have complied with the writ of mandate following the judgment in favor of Mackel, that compliance does not respond to all the issues he raises on appeal.

(collectively CVP Companies) seeking the production of company books and records for inspection and copying, and the return of the books and records to the principal business office. The CVP Companies own and operate separate parcels of real estate that comprise a Thousand Oaks shopping center, the “Conejo Valley Shopping Center.” Mackel and McDonough’s father developed the companies and, as part of his estate plan, transferred ownership to them as co-managers. In June 2021, McDonough unilaterally moved the CVP Companies’ books and records from the longtime business office to his home, and then to a different office. Despite Mackel’s repeated demands, McDonough refused to return the books and records and allow Mackel to inspect and copy them. FACTUAL AND PROCEDURAL HISTORY The operating agreements for the CVP Companies state that “[t]he business of the Company shall be managed by the Manager (which term includes co-Managers),” and that the “Manager shall be Paul J. McDonough and Virginia A. Mackel, or any successor Manager elected as provided [herein].” The operating agreements provide the co-managers with the “full, exclusive and complete” power and authority to jointly manage the CVP Companies. The operating agreements also require a designated principal office in a location determined by the co-managers. Three of the companies designated an office at 32123 Lindero Canyon Road and the fourth company designated a principal office at 725 Lakefield Road. On January 1, 2012, the co-managers entered into a written lease for the Lindero Canyon Road office and moved the CVP Companies records to that office. In June 2021, without notice to Mackel and without her consent, McDonough removed the books and records of the CVP