4DCA Division 3 Oral Argument - 2026/02/18 - Feb 18, 2026

argument

4DCA Division 3 Oral Argument - 2026/02/18

California Fourth District Court of Appeal, Division Three 3h 30m 1 speaker 6 chapters transcribed 8 days ago official recording ↗

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Transcript generated automatically by AI and may contain errors.

What are the initial introductions and courtroom procedures at the start of the hearing?

Sean Olson 1:01

If you're possible just speaking into the

Dionysios Alazis 1:08

Oh yeah.

Chris Fleissner 1:09

Dionysios Alazis 1:10

Can I hear your name please?

Chris Fleissner 1:11

Uh Chris Weissner. Whoever's the partner on the man or something.

Dionysios Alazis 1:16

What's your partner's name?

Chris Fleissner 1:17

Uh Weber.

Dionysios Alazis 1:19

Okay, and you're from the same walk. Can I be here correctly?

Ken Kotenzer 1:40

Good morning. Do you need a book? No, I think.

Unknown 16:06

Okay.

Unknown 16:25

Yeah.

Courtroom Deputy (Unknown) 16:36

Morning gentlemen, uh, I just want to give you brief uh uh core rules. Okay, no eating, no chewing gum, no drinking any liquid while you're back there. But counsel, when you you come up and present your argument, there is water provided for you. Okay. Um there's hands hand ties and wipes as well if you want to wipe it down between pieces. This podium does adjust in height. As you can see, it's it's about my height where I need the I can project my voice, but you can raise it. Or lower it. There's a black button right here, it's a toggle switch. So you just hold down for down. And vice versa for up. Okay. Currently it's recording, so to pick up any conversation. Um you guys are pretty really quiet, so that's good.

Courtroom Deputy (Unknown) 17:15

Uh I think we have a panel change, correct? Yes. Yes, we have a panel change, but it's really brief, so don't step out too long. Uh it's gonna be really quick. Um don't read articles that don't pertain to your case, which is newspaper, magazines, we have to say it. And then outside to the far end is the restroom and uh the water fountain right across if you need to take a break or just you know pressurize or whatever. I know stand it kinda early on a on a on a Wednesday. Uh we pretty much are set and uh we'll wait until nine thirty. Okay. Any questions, concerns, gentlemen? No? Perfect. All right, thank you.

Courtroom Deputy (Unknown) 29:32

I'll rise. Court of Appeal, Fourth Impelled District, Division III is now official.

Justice Moore 29:38

Good morning, everyone. Good

Courtroom Deputy (Unknown) 29:39

morning, everyone.

Justice Moore 29:46

I am Justice Moore and to my right is Justice Sanchez and to my left is Judge Bancroft. We have three matters on calendar this morning. This panel will preside over the first matter, then we'll have a quick panel change, and the next panel will preside over the next two cases. The first case is NNN Capital Fund versus Todd Mickless.

Justice Moore 30:16

Whenever appellant is uh ready, you may proceed, sir. That's right.

Thomas Walling 30:23

Borde.

Justice Moore 30:25

Good morning.

Thomas Walling 30:26

Um may it please the court. Oh. This is a a limited issue appeal here. We're really kind of focused on whether the uh trial court and the arbitrator had f fundamental jurisdiction to hear the matter. And a lot of this becomes very factual, um, the first of which is in order to for an L L C obviously to appear in court, it cannot do so itself. It has to have a representative um it has to be either a manager of the LLC or some other uh representative uh properly elected by the LLC. uh which goes to the the root of the problem here. Um in this instance, N and N Capital One L L C which is a Delaware corporation, um basically dissolved and and distributed its assets in November of uh twenty fifteen. Um shortly thereafter there was a purported election that was done by certain members of the LLC uh to elect uh what they termed to be a liquidating trustee.

Thomas Walling 31:47

Um to put in context uh one of the members Who uh purported to attempt to get elected liquidating trustee uh had already applied to several courts, the U.S. District Court and also the California Superior Court uh to get a liquidating trustee andor a uh um D'accord.

Thomas Walling 32:13

other representative uh uh appointed for the LLC. Um and that was a yeah me meant to say a receiver report in in both instances those motions were denied. Shortly thereafter they conducted an election, a purported election, and they circulated a ballot. And the ballot is key to the issues here and and what the ballot was asking the members to vote on. And you'll see from the uh from the ballot that was uh portion that was included in our reply brief um on page eight of the reply brief and it's at uh eight appendix appellex uh appendix uh thirty-four ninety eight. And the ballot requested that the members not vote to elect a specific liquidating trustee, but instead ask the members to apply to the court.

Thomas Walling 33:13

to appoint a liquidating trustee in compliance with Delaware Code six, uh Title Six of the Delaware Code Section eight dash eight oh three.