Phillipps v. Portosan co

Filed 3/28/06 Phillipps v. Portosan co. CA2/1

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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 This opinion has not been certified for publication or ordered published for purposes of rule 977.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 ONE

APPEAL from a judgment of the Superior Court of Los Angeles County, James R. Dunn, Judge. Affirmed.

Agajanian Law Group, Tim M. Agajanian and Omid Razi for Plaintiff and Appellant.

Hale Lane Peek Dennison and Howard, Anthony L. Hall and Dora V. Djilianova for Defendant and Respondent.

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INTRODUCTION

Plaintiff Bill Phillipps appeals from a judgment in favor of defendant Portosan Company, LLC. The judgment followed an order sustaining defendant's demurrer without leave to amend and dismissing plaintiff's complaint.

Plaintiff contends the trial court erred in sustaining defendant's demurrer to his declaratory relief cause of action, in that the cause of action was proper and authorized, and it was not barred by his failure to seek arbitration of the matter. We disagree and affirm the judgment.

FACTUAL AND PROCEDURAL BACKGROUND[1]

Plaintiff was employed by defendant as its vice president in October 1998. Plaintiff also was a member of defendant, owning 1120.42 of defendant's 100,000 shares.

Defendant's operation is governed by a Limited Liability Company Operating Agreement (Agreement), dated October 1, 1998, which plaintiff signed. Section 14.12 of the Agreement, which plaintiff signed separately, provides for arbitration of disputes. It provides that â€