Chin v. Dok

Filed 8/23/06 Chin v. Dok CA2/2

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

California Rules of Court, rule 977(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 977(b). This opinion has not been certified for publication or ordered published for purposes of rule 977.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION TWO

APPEAL from an order of the Superior Court of Los Angeles County. Tracy T. Moreno, Judge. Affirmed.

Tredway, Lumsdaine & Doyle, Henry B. La Torraca; Law Office of Henry B. La Torraca and Henry B. La Torraca for Defendants and Appellants.

Law Offices of Thomas M. McIntosh and Thomas M. McIntosh for Plaintiffs and Respondents.

_________________________

Appellants James Dok and Jonathan Dok challenge the trial court's order denying their special motion to strike pursuant to the anti-SLAPP[1] statute, Code of Civil Procedure section 425.16.[2]

We affirm.

FACTUAL AND PROCEDURAL BACKGROUND

Factual Background

This lawsuit arises out of a dispute between competing members and alleged boards of directors of the United Cambodian Community, Inc. (UCC), a nonprofit corporation that provides community services to the Cambodian community in the United States and throughout the world. At all relevant times, until his purported removal, appellant Jonathan Dok was the chairman of the board of directors of the UCC. At all relevant times, until his purported removal, appellant James Dok was the executive director of the UCC. Respondent Mana Ly (Ly) became a member of the UCC board of directors on August 24, 2003, and so remained until her purported removal. On October 8, 2004, respondent Roeun Chin (Chin) purportedly became an elected director of the board of directors of the UCC.[3]

The problems prompting this lawsuit apparently began in October 2004. At that time, appellants were fighting with the landlord of the property where UCC was located. As a result of this dispute, among others, various purported UCC board meetings and special meetings took place, evidencing the divisiveness within UCC. On appeal, each side characterizes the meetings that they held as proper board and special meetings, while at the same time challenging their adversaries' meetings as improper. It is unclear from our review of the appellate record who the true members of UCC's board of directors are, who was entitled to notice of these purported board meetings, and which meetings were valid. Thus, our references to board members and meetings are not intended to validate any particular board, board member, or meeting; we simply attempt to track the history of what occurred during this volatile time.

Respondents' Meetings

On October 22, 2004, a special meeting was called after a three-day notice was posted by the landlord. While appellants did not attend that meeting, according to respondents, a quorum of the board of directors attended and decided to meet with the landlord to attempt to resolve the lease dispute. The board of directors also requested that appellants provide a financial report to it by October 26, 2004; appellants never responded. A follow-up meeting was scheduled for October 26, 2004.

The UCC board of directors (again, without appellants) met on October 26, 2004, to discuss the possible eviction, and they agreed to work with the landlord. The board agreed to meet with the landlord the following day.

On October 27, 2004, the board of directors received a list of items to resolve with the landlord. However, appellants would not provide the board with a financial statement and would not advise the board regarding the minimum standards for payment.

On November 5, 2004, appellants advised the board of directors that they were not going to work with the landlord. They directed their staff and others to remove equipment, supplies, and property from certain UCC programs. Appellants refused to inform other board members where the property was being taken.

On December 2, 2004, Chin and Ly wrote a letter to Jonathan Dok, requesting a meeting and an inspection of the UCC's books and records. Because no response was received, on December 15, 2004, the UCC board of directors (without appellants) held a special meeting to discuss Jonathan Dok's recent actions. In addition to taking other measures, the board of directors elected new board members and removed Jonathan Dok as chairman.

On December 16, 2004, the newly-elected UCC board of directors notified Jonathan Dok that he had been removed as chairman of the UCC board of directors, effective December 15, 2004. On that same date, the newly-elected UCC board of directors requested that James Dok turn over UCC's corporate books, financial records, and assets to it.

On December 31, 2004, the newly-elected UCC board of directors notified James Dok that on December 27, 2004, he had been removed as executive director of the UCC. It again demanded that he turn over all corporate books, financial records, and any other UCC documents.

Appellants' Meetings

While respondents were holding their own special meetings of UCC's board of directors, so too were appellants. On November 3, 2004, board members were notified of a special meeting to take place on November 4, 2004. This time, appellants ran the meeting and Chin and Ly were not present. At that meeting, the board discussed the validity of Chin's election to the board of directors, the potential eviction of UCC from its current location, and a new venue for UCC's offices.

Another UCC board meeting took place on November 17, 2004. At this meeting, a motion to remove Ly from the UCC board of directors was noticed and scheduled.

On January 10, 2005, Jonathan Dok served notice of a special meeting of the board of directors. The purpose of the meeting was, among other things, to remove Ly as a director, and to rescind the minutes of the meetings on October 8, 2004, November 4, 2004, and December 15, 2004. That meeting occurred on January 12, 2005, at which time the minutes of the meetings on October 8, 2004, November 4, 2004, and December 15, 2004, were rescinded. Ly was terminated as a director. Also on January 12, 2005, Jonathan Dok informed Chin that his election was void as no quorum had been present.

Procedural History

On April 27, 2005, Chin and Ly[4] filed a complaint against appellants, alleging 10 causes of action: (1) declaratory relief; (2) self-dealing; (3) conversion (against James Dok only); (4) misappropriation of funds; (5) breach of fiduciary duty; (6) conspiracy to commit fraud; (7) conspiracy to commit conversion; (8) fraud and deceit; (9) accounting; and (10) negligence (against James Dok only). The declaratory relief cause of action seeks an order clarifying the legitimate board of directors of UCC. The second, third, fourth, sixth, seventh, eighth and ninth causes of action allege that appellants diverted cash, property, and other assets of UCC to their own personal accounts and charities. In addition to the foregoing, the fifth cause of action adds that appellants â€