Hammer Lane R.V. and Mini-Storage is a limited partnership that owns and operates a storage facility in Stockton, California. After disagreeing about whether to sell the facility, appellants Panakosta Partners, LP, and other limited partners
On appeal, Panakosta contends the trial court erred by (1) disallowing it to buy out Management's interest under section 15908.02, and (2) granting the anti-SLAPP motion and awarding fees and costs to Management. Management counters that Panakosta cannot appeal from the order denying the petition for buyout.
We conclude that Panakosta has properly appealed from the denial of its petition for buyout under section 15908.02. We affirm the order denying the petition for buyout, but conclude that the trial court erroneously granted the anti-SLAPP motion. Accordingly, we reverse the award of attorney fees and costs to Management under Code of Civil Procedure section 425.16.
In September 2008, Management filed a complaint alleging that the partnership had operated the storage facility for years with a consistently negative cashflow. Management eventually decided to sell the facility on the open market. Panakosta disagreed with the decision to sell and attempted to assume control of the partnership from Management. In an effort to remove Management as general partner, Panakosta held a meeting with other limited partners who collectively held only a minority interest in the partnership. Panakosta then filed a purported amendment to the certificate of limited partnership with California's Secretary of State. The amendment listed HLMS, LLC, as the new general partner. HLMS, LLC, began receiving funds from operations of the partnership in a new bank account.
Based on these events, Management concluded that it was "not reasonably practicable for the partnership to continue" and sought judicial dissolution under the terms of the partnership agreement and pursuant to former section 15636, subdivision (f)(1)(A).
In June 2009, Panakosta filed a cross-complaint asserting that Management had breached the partnership agreement and its fiduciary duties, and engaged in conversion and fraud. The cross-complaint also stated a cause of action for "determination of partner's buyout price" under terms of the partnership agreement. In support, Panakosta alleged that "[b]y refusing to submit to the provisions of the buy-out section contained in Section 9 of the Partnership Agreement, [Management] acted in breach of the Partnership Agreement, violated [its] fiduciary duty, and duty of loyalty. [Panakosta] respectfully request[s] that this Court stay the dissolution of the Partnership and order the Cross-Defendants to participate in the buy-out provisions of Section 9 of the Partnership Agreement."
On April 14, 2010, Panakosta filed a "special proceeding to elect to purchase partnership interests" under a new case number in order to buy out Management's partnership interests under section 15908.02.
On April 20, 2010, Management dismissed with prejudice its cause of action for judicial dissolution. Three days later, Panakosta dismissed its cross-complaint. On April 27, 2010, Management filed an opposition to the petition for buyout. In the opposition, Management pointed out that no cause of action for judicial dissolution remained pending.
Also on April 27, 2010, Management filed an anti-SLAPP motion directed at the petition for buyout. Panakosta opposed the motion.
In May 2010, the trial court granted Panakosta's motion for appointment of appraisers and a stay of the related case.
In June 2010, after initially granting Panakosta's petition for buyout, the trial court sua sponte issued an order denying the petition. In pertinent part, the court explained:
"[Panakosta's] Motion for an Order Appointing Appraisers and Stay of Dissolution Proceedings is denied[.] [¶] . . . [¶]
"The basis for this petition was the pending cause of action in the related civil action for Judicial Decree of Dissolution[.] That cause of action has been dismissed by [Management.] Therefore no request for judicial dissolution of the limited partnership remains as the condition precedent for the `buy out.' [¶] . . . [¶]
"No voluntary dissolution is currently proceeding under the facts before the Court.
"No legitimate reason exists to have filed this separate special proceeding, it should have been filed as part of the related civil action[.]
"As an alternate sufficient basis for the denial of this motion, . . . sec 15901.10(a) provides `[e]xcept as otherwise provided in subdivision (b), the partnership agreement governs relations among the partners and between the partners and the partnership[.] To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership[.]
"The Cross-complaint filed in the related civil action by [Panakosta], reflects an 8th cause of action for determination of partner's buyout price, attaching the Agreement of Limited Partnership of Hammer Lane RV & Mini Storage, LP (`Agreement')[.]
"Section 9, et seq[.] of the Agreement provides for the terms of the Buy-Out of partners by each other, including a procedure for appointment of appraisers[.]
"Thus, since the written Agreement between [Panakosta] and [Management] already sets forth provisions by its terms for the buy out of partnership shares, which procedure was initially pursued by [Panakosta], but then subsequently abandoned, the terms of the parties' written Agreement controls the manner of partnership buy-out, not the Corp[.] Code statutory scheme, except where the Agreement does not otherwise provide[.] [¶] . . . [¶]
"No showing has been made by [Panakosta] that the procedure for a buy out in the Agreement is absent or deficient, and therefore reliance on the statutory scheme in the Corp[.] [C]ode is not appropriate[.] The Court will not proceed under . . . sec 15908.02[.]"
On June 18, 2010, the trial court granted Management's anti-SLAPP motion. The court's ruling explained in pertinent part:
"The Petition was clearly filed in response to the cause of action for dissolution of partnership contained in the related civil action, and thus necessarily `arises from' the related civil action, within the meaning of the anti-SLAPP statute[.]
"As the related civil action is clearly an `act in furtherance of a person's right to petition' which includes all judicial proceedings, moving parties have met their initial burden on an anti-SLAPP motion[.] [¶] . . . [¶]
"The civil action contained a cause of action for judicial dissolution of the partnership, which has since been dismissed by [Management] in the civil action[.]
"To the extent that [Panakosta] argues that [its] `application' to buy out the partners who pled a cause of action for judicial dissolution is not covered by the anti-SLAPP statute, the motion to strike here is not directed to the `application' but to the Petition, itself, which is expressly covered by the statutory language and by the . . . case [of Thomas v. Quintero (2005) 126 Cal.App.4th 635 [24 Cal.Rptr.3d 619]].
"The Court finds that the Petition is subject to a motion to strike strategic litigation against participation under C C P, sec 425.16 and that [Management has] met [its] initial burden of proof[.]
"Once [Management has made a] prima facie showing, the burden shifts to [Panakosta] to establish a probability that [it] will prevail on whatever claims are assert[ed] against [Management][.] C C P, sec 425.16(b)[.]
"In the second phase, [Panakosta] must show both that the claim is legally sufficient and there is admissible evidence that, if credited, would be sufficient to sustain a favorable judgment McGarry v. University of San Diego (2007) 154 Cal.App4th [sic] 97, 108 [64 Cal.Rptr.3d 467][.]
"To support the[] Petition under . . . sec. 15908.02 (c), [Panakosta has] the burden of showing `that [it] (1) elect[s] to purchase the partnership interests owned by [Management], (2) [is] unable to agree with [Management] upon
"Absent that showing, the superior court need not act to stay the winding up and dissolution proceeding or proceed to ascertain and fix the fair market value of the partnership interests owned by the moving parties. [Section] 15908.02(c)[.]
"[Panakosta] cannot rely on [its] unverified petition, nor [has it] provided any declarations or documentary evidence in opposition to this anti-SLAPP motion, other than the Court's Tentative Ruling of May 10, 2010. The evidentiary showing required must be made by competent admissible evidence within the personal knowledge of the declarant. Schoendorf v. U.D. Registry (2002) 97 Cal.App4th [sic] 227, 236[.]
"That May 10, 2010, Tentative Ruling was taken under submission pending the determination of the bond and appointment of appraisers is not final or binding on the parties, rather is [sic] being determined concurrently herewith[.] A tentative ruling, is just that, tentative, until the Court's order becomes final, and is thus not admissible evidence. While the Court may take judicial notice of the tentative ruling, such notice does not change the status of the ruling. . . .
"[Panakosta has] failed to submit any admissible evidence to support [its] burden of showing facts to sustain a decision on the Petition in [its] favor[.] [¶] . . . [¶]
"[T]he cross-complaint filed in the related civil action reflects that the 8th cause of action is for determination of partner's buyout price, attaching the Agreement of Limited Partnership of Hammer Lane RV & Mini Storage, LP (`Agreement'). Section 9, et seq[.] of the Agreement provides for the terms of the Buy-Out of partners by each other, including a procedure for appointment of appraisers[.]
"Thus, since the written Agreement between [Panakosta] and [Management] already made provisions by its terms for the buy out of partnership shares, which procedure was initially pursued by [Panakosta], but then subsequently abandoned, the terms of the parties' written Agreement controls the manner of partnership buy-out, not the Corp[.] Code statutory scheme, except where the Agreement does not otherwise provide[.] No showing has been made by [Panakosta] that the Agreement is lacking, and the statutory scheme in the Corporations [C]ode must be relied upon[.]
"In this motion, in the total absence of any evidentiary showing by [Panakosta] that [it is] likely to prevail on any of the three required prongs in
Panakosta timely filed a notice of appeal from the order denying its petition for buyout and from the order granting the anti-SLAPP motion and awarding fees and costs to Management as the prevailing party.
Management contends the trial court's denial of Panakosta's petition for buyout under section 15908.02 is nonappealable. We disagree.
Dickson involved a motion under section 17351 for buyout of another member's interest in a limited liability company. (Dickson, supra, 164 Cal.App.4th at p. 473.) The trial court issued an alternative decree (1) fixing the value of the interest in the company to be purchased and giving the purchasing member 90 days to buy the other member's interest, and (2) providing that the company would be dissolved if the purchase price were not tendered in a timely manner. (Ibid.) The purchasing member made prompt payment, and the trial court entered judgment accordingly. (Ibid.) The moving member appealed from the judgment, contending that the trial court erred in valuing his interest in the company. (Ibid.)
The purchasing member moved to dismiss the appeal on the ground that the notice of appeal was not timely filed after entry of the alternative decree. (Dickson, supra, 164 Cal.App.4th at p. 473.) The moving member argued that appeal lay from the final judgment after the interest was purchased or the company dissolved. This court held that appeal should have been taken from the alternative decree and dismissed the appeal. (Ibid.) Dickson states, "The riddle in this appeal arises from the imprecise use of language in section 17351, subdivision (b)(3).
Management appears to argue that the trial court's denial of the petition for buyout under section 15908.02 did not constitute the sort of positive relief (in the form of an alternative decree) held to be appealable in Dickson. Not so.
Panakosta would have forfeited its challenge to the denial of its buyout petition if it had delayed until entry of judgment on the cause of action for judicial dissolution. (See Dickson, supra, 164 Cal.App.4th at p. 476.) However, Panakosta did timely file its notice of appeal from the denial of its petition under section 15908.02. The denial of the petition is appealable, and we proceed to consider Panakosta's challenge to the trial court's ruling.
Panakosta argues that it was entitled to buy out shares pursuant to section 15908.02 even after Management dismissed its cause of action for judicial dissolution of the limited partnership. We disagree.
To resolve Panakosta's contention that it was wrongly denied its statutory right to buy out Management's interest, we must construe section 15908.02. We apply the independent standard of review to questions of statutory interpretation. (Burden v. Snowden (1992) 2 Cal.4th 556, 562 [7 Cal.Rptr.2d 531, 828 P.2d 672].) In discerning the meaning of section 15908.02, we proceed according to well-established principles of statutory construction.
Subdivision (a) of section 15908.02 allows limited partners to seek judicial dissolution "if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement." Subdivision (b) provides that "[i]n any suit for judicial dissolution" the other
Cubalevic involved a motion to buy out a shareholder who sought involuntary dissolution of a corporation under former sections 4658 and 4659. (Cubalevic, supra, 240 Cal.App.2d at p. 559.) These former sections allowed holders of 50 percent or more of the outstanding shares of the corporation to avoid dissolution by moving to buy out the shares belonging to partners seeking to wind up the business. (Id. at p. 559 & fn. 1.) In Cubalevic, the cause of action for dissolution was dismissed with prejudice before the purchasing shareholder was able to file a motion for buyout. (Id. at p. 560.) The trial court proceeded to ascertain the value of the corporation's shares, and the shareholder who dismissed the dissolution cause of action sought a writ of prohibition to prevent the buyout from proceeding. (Id. at p. 558.)
Cubalevic resulted in the granting of a writ of prohibition. (Cubalevic, supra, 240 Cal.App.2d at pp. 562-563.) In the absence of an independent right to buy out another shareholder, "it must follow that there could be no cause of action stated to compel such a sale whether by way of a cross-complaint or counterclaim which would survive after dismissal of the action for involuntary dissolution of the corporation in which the remedy of purchase is given. It is apparent that the [purchasing party] here could not bring or maintain a separate action against petitioner the purpose of which would be to compel him to sell his stock to them. Under these circumstances, the remedy provided the [purchasing party] under the provisions of section 4658 and section 4659 of the Corporations Code is ancillary to and is dependent upon the existence of the action to compel the involuntary dissolution of the corporation, and upon the dismissal of such action there is nothing left against which the ancillary remedy may be asserted or upon which it may be applied." (Id. at p. 562, italics added.) Thus, the trial court in Cubalevic exceeded its jurisdiction by allowing the buyout to proceed without a pending legal action for dissolution. (Ibid.)
The reasoning of Cubalevic was reiterated in Ovadia v. Abdullah (1994) 24 Cal.App.4th 1100 [29 Cal.Rptr.2d 527] (Ovadia). In Ovadia, two brothers holding shares in a corporation sought to buy out the remaining shares
Panakosta contends the trial court retains power to grant a petition for buyout under section 15908.02 even after the underlying cause of action for judicial dissolution has been dismissed. Specifically, Panakosta reasons that "[t]he option to buy out one's business partners in the face of a judicial dissolution action is a right which can be invoked and which, once invoked, cannot later be taken away by unilateral action of the party who originally sought dissolution." In so arguing, Panakosta relies on Go v. Pacific Health Services, Inc. (2009) 179 Cal.App.4th 522 [101 Cal.Rptr.3d 736] (Go).
Go involved a motion for buyout under section 2000, which had been filed in response to an action for involuntary dissolution of a corporation. (Go, supra., 179 Cal.App.4th at p. 527.) The shareholder who was ordered to sell her shares appealed the trial court's granting of the motion for buyout on
The Go court rejected an interpretation of section 2000 that would have allowed the purchasing parties to invoke the buyout procedure as a delay tactic by abandoning the buyout request if neither the court-determined share valuation nor the prospect of dissolution seemed acceptable. As Go explained, "If [either buyout or dissolution] were not the inevitable outcome, then all majority shareholders facing an action for involuntary dissolution would invoke section 2000 if only for the purpose of delay, with nothing to lose other than the expense of the appraisal and attorney fees, knowing they could eventually litigate the action for involuntary dissolution on its merits. The plain language of section 2000, and the apparent legislative purpose inherent in the language of the statute, does not permit such an interpretation." (Go, supra, 179 Cal.App.4th at pp. 531-532.)
In Go, the cause of action for dissolution of the business was not dismissed. (Go, supra, 179 Cal.App.4th at p. 529.) To the contrary, the appellant in Go sought to have the dissolution cause of action adjudicated despite the pending motion for buyout. (Ibid.) Although Go refers to either dissolution or buyout as the inevitable consequence of a motion for buyout, the decision does so in the context of rejecting the contention that a third option (for litigating the underlying dissolution claim) should be grafted onto the statutory requirement that the alternative decree either allow buyout or result in dissolution. (Ibid.)
(8) Go does not contradict Cubalevic's and Ovadia's holdings that disissal of a cause of action for dissolution leaves the trial court without jurisdiction to allow a buyout when the authorizing statute allows buyout as an alternative to dissolution. (Go, supra, 179 Cal.App.4th 522; Cubalevic, supra, 240 Cal.App.2d 557; Ovadia, supra, 24 Cal.App.4th 1100.) Panakosta's focus on the trial court's obligation to issue an alternative decree when presented
Panakosta argues that Management lacked the prerogative to dismiss its cause of action for judicial dissolution once the petition for buyout had been filed under section 15908.02. Panakosta reasons that the right to dismiss a dissolution cause of action must be cut off when a motion for buyout is filed in order "to avoid abuse by plaintiffs who, when led to suppose a decision would be adverse, would prevent such decision by dismissing without prejudice and refiling, thus subjecting defendant and the courts to wasteful proceedings and continuous litigation." In so arguing, Panakosta acknowledges Code of Civil Procedure section 581, subdivision (c), which provides that "[a] plaintiff may dismiss his or her complaint, or any cause of action asserted in it, in its entirety, or as to any defendant or defendants, with or without prejudice prior to the actual commencement of trial."
Management had a right to dismiss the cause of action for judicial dissolution because trial had not yet commenced. Our Supreme Court has noted that prior to commencement of trial "a plaintiff's right to a voluntary dismissal . . . appears to be absolute." (Wells, supra, 29 Cal.3d at p. 784.) Panakosta contends that the filing of a section 15908.02 buyout petition constitutes a "dispositive motion" that has the same effect as commencement of trial so that the court's power to rule on a cause of action cannot be cut off by a voluntary dismissal.
Granted, "[i]n the wake of Wells, a substantial and fairly complex body of case law has grown up involving when—and when not—a plaintiff's statutory right to dismiss pursuant to [Code of Civil Procedure] section 581,
Panakosta's filing of a petition for buyout under section 15908.02 constituted neither an indication by the court of the legal merits of Management's cause of action for dissolution nor did it reveal any fatal procedural problem with Management's case. Consequently, Management had the right to dismiss its cause of action for judicial dissolution.
(10) In sum, Management's dismissal of the dissolution cause of action deprived the trial court of jurisdiction to grant the petition for buyout under section 15908.02. (See Cubalevic, supra, 240 Cal.App.2d at p. 562; Ovadia, supra, 24 Cal.App.4th at pp. 1108-1109.)
Panakosta contends the trial court lacked authority to deny its petition for buyout under section 15908.02 because the petition was filed as a new action separate from the judicial dissolution action. Panakosta reasons that the filing of a separate action for buyout allowed the trial court to retain jurisdiction to order buyout even after Management dismissed the cause of action for judicial dissolution in the related case. We disagree.
The trial court denied Panakosta's petition for buyout under section 15908.02 because no voluntary dissolution was currently pending before the court. In addition, the trial court ruled that under the one-action rule or primary rights doctrine, "[t]he related civil action [for judicial dissolution was] the proper forum for any request to buy-out shares." The trial court concluded that "[n]o legitimate reason exists to have filed this separate special proceeding, it should have been filed as part of the related civil action."
Thus, regardless of whether the buyout petition was properly filed as a separate action, the dismissal of the judicial dissolution action is dispositive and deprived the trial court of jurisdiction to decide the buyout petition under section 15908.02.
Panakosta asserts that subdivision (c) of section 15908.02 expressly authorizes a separate buyout action by providing that "the court, upon application of the purchasing parties, either in the pending action or in a proceeding initiated in the superior court of the proper county by the purchasing parties, shall stay the winding up and dissolution proceeding and shall proceed to ascertain and fix the fair market value of the partnership interests owned by the moving parties." (Italics added.) Management disputes this reading of section 15908.02 and distinguishes between voluntary and involuntary dissolutions. In the case of an involuntary dissolution requiring judicial action, the statutory language requires a buyout action to be filed in the judicial dissolution action. In support of this argument, Management takes us through the reiteration of buyout provisions originating with section 2000 and resulting in section 15908.02. There is no doubt that the conversion of language from a statute governing buyout of shareholders in a corporation to a statute applying to members of a partnership was imperfect.
Panakosta contends the trial court erred in granting Management's anti-SLAPP motion because Code of Civil Procedure section 425.16 does not apply to "special proceedings" such as a petition for buyout under section 15908.02. We disagree with Panakosta's reasoning but nonetheless conclude that the trial court erred in granting the anti-SLAPP motion.
The Legislature enacted the anti-SLAPP law in response to "a disturbing increase in lawsuits brought primarily to chill the valid exercise of the constitutional rights of freedom of speech and petition for the redress of grievances." (Code Civ. Proc., § 425.16, subd. (a).) The anti-SLAPP statute facilitates the quick dismissal of meritless claims aimed at chilling the First Amendment right of petition. As pertinent to this case, subdivision (b)(1) of section 425.16 provides that "[a] cause of action against a person arising from any act of that person in furtherance of the person's right of petition . . . shall be subject to a special motion to strike, unless the court determines that the plaintiff has established that there is a probability that the plaintiff will prevail on the claim."
In Cotati, the City of Cotati filed an action in state court for a declaration that its rent control ordinance passed constitutional muster. (Cotati, supra, 29 Cal.4th at p. 72.) The city filed the action even though owners of a mobilehome park had already filed a challenge to the constitutionality of the ordinance in federal court. After bringing the state court action, the city asked the federal court to dismiss the owners' action on abstention grounds. (Ibid.) The owners in turn filed an anti-SLAPP motion in state court. (Id. at pp. 72-73.) The city opposed the motion, but conceded that "its purpose in filing the state court action was to gain a more favorable forum in which to litigate the constitutionality of its mobilehome park rent stabilization ordinance." (Id. at p. 73.) The trial court granted the anti-SLAPP motion, which the high court held was improperly granted. (Id. at pp. 73, 74, 80.)
The trial court mistakenly concluded that the anti-SLAPP statute applied because Panakosta's "[p]etition was clearly filed in response to the cause of action for dissolution of partnership contained in the related civil action . . . ." (Italics added.) If the trial court were correct, all motions to buy out under section 15908.02 would be subject to anti-SLAPP motions because all such buyout requests necessarily "arise out of" the petition-related activity of seeking judicial dissolution. The Legislature did not intend to subject every motion for a buyout under section 15908.02 to the additional burden of opposing motions to strike under Code of Civil Procedure section 425.16.
Management argues that the anti-SLAPP motion was properly granted because Panakosta failed to show that it was likely to succeed in raising and
At oral argument, Management noted that the prohibition imposed by section 15901.10, subdivision (b)(9), on partnership agreements eliminating the power of a court in a judicial dissolution proceeding does not specifically refer to subdivision (b) of section 15908.02. Thus, Management argued that a partnership agreement may disallow partners from seeking to avail themselves of the statutory buyout option for judicial dissolutions of limited
In view of our conclusion Panakosta's request for buyout did not undermine Management's right of petition, we do not reach the anti-SLAPP statute's secondary question of whether Panakosta "established that there is a probability that [it] will prevail on the claim" (Code Civ. Proc., § 425.16, subd. (b)(1)). (See Cotati, supra, 29 Cal.4th at pp. 80-81.) Based on our conclusion, the anti-SLAPP statute did not apply to Panakosta's petition for buyout under section 15908.02.
The order denying Panakosta Partners, LP, Diversified Foundation, LP, Sharon Scofield, as trustee of the Scofield Family Trust, and Lance Leffler's petition for the appointment of appraisers and for a stay of the related proceeding under Corporations Code section 15908.02 is affirmed. The order
Raye, P. J., and Hull, J., concurred.
Section 15908.02 provides:
"(a) On application by a partner, a court of competent jurisdiction may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement.
"(b) In any suit for judicial dissolution, the other partners may avoid the dissolution of the limited partnership by purchasing for cash the partnership interests owned by the partners so initiating the proceeding (the `moving parties') at their fair market value. In fixing the value, the amount of any damages resulting if the initiation of the dissolution is a breach by any moving party or parties of an agreement with the purchasing party or parties, including, without limitation, the partnership agreement, may be deducted from the amount payable to the moving party or parties.
"(c) If the purchasing parties (1) elect to purchase the partnership interests owned by the moving parties, (2) are unable to agree with the moving parties upon the fair market value of the partnership interests, and (3) give bond with sufficient security to pay the estimated reasonable expenses, including attorneys' fees, of the moving parties if the expenses are recoverable under paragraph (3) [sic], the court, upon application of the purchasing parties, either in the pending action or in a proceeding initiated in the superior court of the proper county by the purchasing parties, shall stay the winding up and dissolution proceeding and shall proceed to ascertain and fix the fair market value of the partnership interests owned by the moving parties.
"(d) The court shall appoint three disinterested appraisers to appraise the fair market value of the partnership interests owned by the moving parties, and shall make an order referring the matter to the appraisers so appointed for the purpose of ascertaining that value. The order shall prescribe the time and manner of producing evidence, if evidence is required. The award of the appraisers or a majority of them, when confirmed by the court, shall be final and conclusive upon all parties. The court shall enter a decree that shall provide in the alternative for winding up and dissolution of the limited partnership unless payment is made for the partnership interests within the time specified by the decree. If the purchasing parties do not make payment for the partnership interests within the time specified, judgment shall be entered against them and the surety or sureties on the bond for the amount of the expenses, including attorneys' fees, of the moving parties. Any member aggrieved by the action of the court may appeal therefrom.
"(e) If the purchasing parties desire to prevent the winding up and dissolution of the limited partnership, they shall pay to the moving parties the value of their partnership interests ascertained and decreed within the time specified pursuant to this section, or, in the case of an appeal, as fixed on appeal. On receiving that payment or the tender thereof, the moving parties shall transfer their partnership interests to the purchasing parties.
"(f) For the purposes of this section, the valuation date shall be the date upon which the action for judicial dissolution was commenced. However, the court may, upon the hearing of a motion by any party, and for good cause shown, designate some other date as the valuation date."
Section 15908.02 was enacted in 2006, but did not become effective for partnerships formed prior to 2008 until January 1, 2010. (Stats. 2006, ch. 495, § 20; see also Corp. Code, § 15912.06, subd. (a)(1).)
Consistent with section 15908.02, we refer to the parties seeking judicial dissolution as "moving parties" and parties seeking to avoid dissolution through buyout as "purchasing parties."
Section 15908.02's reference to "any member" does not affect our analysis.
