Congratulations To Lim Ruger Scholars

Congratulations to Ronald Jaesung Park (UC Irvine School of Law, Class of 2016), whoreceived the Lim Ruger Foundation Sam Oh Memorial Scholarship at the Korean American Bar Association Annual Dinner on May 8, 2014. He was the Sponsorship Chair for UCI Law's Public Interest Law Fund, and he has done almost 100 hours of pro bono work in the past year including work with the Orange County Public Defender's office, the Mississippi Center for Justice, and the Korean Community Services Citizenship Clinic.Also, congratulations to Adriane Peralta (UCLA School of Law, Class of 2014) and Kellye Ng-McCoullough (UC Irvine School of Law, Class of 2016), who were awarded Lim Ruger Foundation scholarships at the annual Southern California Chinese Lawyers Association’s 39th Anniversary Installation & Awards Banquet on May 1, 2014. Upon graduation, Ms. Peralta will begin a judicial clerkship in the U. S. District Court for the Southern District of New York. It is her passion to return to Los Angeles to serve the community as a civil rights attorney. Ms. Ng-McCoullough hopes to use her law degree to help at-risk youth. Her goal is to initiate a program to teach Asian-Pacific American high school students about the American legal system, including lessons on constitutional rights.

Associate Norma Nava Conducts Judicial Clerkship Workshop

On April 12, 2014, Lim Ruger associate Norma Nava conducted a Judicial Clerkship Application Workshop in San Francisco. Students and recent law school graduates from throughout the San Francisco Bay Area and California’s Central Valley attended the workshop. Using her experience as a former federal judicial law clerk, Ms. Nava provided a comprehensive overview of the clerkship application process. She offered attendees practical advice on the importance of researching judges, application strategies, and interview techniques to assist them in attaining a coveted clerkship.

Pio Kim Receives Crime Victims’ Service Award From U.S. Attorney’s Office

On April 8, 2014, the United States Attorney’s Office for the Central District of California (the “USAO”) honored Lim Ruger litigation partner Pio S. Kim with a Crime Victims’ Service Award for his prosecution of three investment fraud defendants who defrauded more than $60 million from hundreds of victims, including many elderly victims who lost their life savings. He served as an Assistant United States Attorney at the USAO for 13 years prosecuting white collar and forfeiture matters.

Liability For Aiding And Abetting Breach Of Fiduciary Duty Upheld On Appeal

Thinking about doing business with someone who may be breaching their fiduciary duty to a third person? You may want to think again. A recent California Court of Appeal decision underscores the fact that liability for aiding and abetting a breach of fiduciary, even when the defendant has no independent fiduciary duty to the plaintiff, is alive and well in California. American Master Lease LLC v. Idanta Partners, Ltd. et al. (Cal. App., 2d Dist., 05/05/2014).In American Master Lease, Roberts formed plaintiff American Master Lease (“AML”) to implement his new business idea. Roberts invited Andrews, Runnels and Franklin to invest in and become members of AML, which they did. AML’s operating agreement contained a non-competition provision applicable to each member. Roberts served as AML’s managing member. Andrews, Runnels and Franklin agreed to act as AML’s operational management (Operating Group). Thereafter, the Operating Group entered into unsuccessful negotiations with defendant Idanta Partners, a venture capital firm, to invest in AML. Runnels then secretly formed a new company, FPI, to do business using AML’s proprietary business model. As part of this plan, the Operating Group, purporting to act on behalf of AML, but without obtaining the required consent from Roberts, granted FPI a non-exclusive license to use that model. Runnels and Franklin then left AML to join FPI. In response, Roberts e-mailed Runnels and Franklin reminding them of their obligations under the non-compete clause, and stating that they never had authority to grant licenses on behalf of AML. Runnels and Franklin forwarded Roberts’ e-mail to defendant David Dunn, Idanta’s principal. In addition, Roberts’ counsel sent a letter to Dunn’s son, defendant Steven Dunn, informing him of Runnels’ and Franklin’s lack of authority to make a license to FPI, their non-compete obligations, and their breach of their fiduciary duties to AML. David Dunn was aware that the Operating Group’s authority to make the license to FPI was questionable. Nevertheless, he and other defendants purchased an 85% ownership interest in FPI, and caused Idanta and others to provide financing to FPI to engage in several transactions using AML’s business model, without AML.AML brought suit against the Operational Group for, among other things, breach of fiduciary duty. An arbitrator found that some of Runnels’ and Franklin’s conduct breached their fiduciary duties AML. AML’s claims against the Operational Group were then settled. AML also sued defendants for, among other things, aiding and abetting Runnels’ and Franklin’s breach of fiduciary duty. The jury found for AML on this cause of action and others. Defendants then appealed.On appeal, defendants argued that they could not be liable for aiding and abetting because they did not owe any fiduciary duty to AML. The Court of Appeal rejected this argument and affirmed the liability finding. Distinguishing aiding and abetting from conspiracy, the court observed that unlike conspiracy, neither an agreement between the defendant and another to breach the latter’s fiduciary duty, nor a fiduciary duty running from the defendant to the plaintiff, is required to subject a defendant to liability for aiding and abetting a breach of fiduciary duty. Rather, such liability will attach where the defendant makes a conscious decision to participate in tortious activity for the purpose of assisting a person breach his/her fiduciary duty to another, and the assistance provided was a substantial factor in the harm suffered. The court found that AML had proved that defendants: (a) had actual knowledge of the Operating Group’s fiduciary duties to AML; (b) provided substantial assistance to those individuals to breach their fiduciary duties to AML; and (c) engaged in conduct resulting in unjust enrichment.The decision in American Master Lease provides a cautionary tale for those who may be considering doing in business with someone owing a fiduciary duty to a third person. Even though you may have no fiduciary duty to that third person, assistance you provide to one having such a duty may nevertheless subject you to liability for aiding and abetting, should your business partner’s conduct breach of his/her fiduciary duties to the third party.Mark T. HansenSenior Counsel

Collect On Your Foreign-Country Money Judgment In California

Foreign-country money judgments can be enforced in California. This right is becoming increasingly important given the ever-growing internationalization of commerce and banking, and the movement of people. It is not uncommon for debtors on unsatisfied foreign-country money judgments to own high-value assets located in California. For instance, significant California real estate is owned by foreign nationals, and such assets can be reached to satisfy judgments rendered abroad.However, before California’s extensive collections procedures can be utilized, the foreign country judgment must be recognized in California. To obtain such recognition, the creditor must file a lawsuit under California’s Uniform Foreign Country Money Judgments Recognition Act (the Act). Code Civ. Proc. §§ 1713-1724.In a lawsuit brought by Lim Ruger, the California Court of Appeal ended decades of procedural uncertainty by deciding an issue of first impression: actions for recognition under the Act are subject to the same procedural requirements as all other civil actions, including summary judgment procedures and trial, as needed to establish that the judgment is eligible for recognition in California. Hyundai Securities Co., Ltd. v. Lee (2013) 215 Cal. App. 4th 682.This process does not involve re-litigation of the factual or legal merits of the underlying foreign lawsuit.With procedural certainty established, it nonetheless takes counsel with expertise in litigating under the Act to navigate the nuances and pitfalls of the Act’s deceptively simple elements and defenses. For instance, after remand by the Court of Appeal of the Hyundai Securities case, Lim Ruger prevailed on a motion for summary judgment and obtained a California judgment for its client in the amount of $8,818,628. To grant summary judgment, the Superior Court decided another issue of first impression in favor of Lim Ruger’s client: even though the Act does not generally apply to “fines” or “penalties,” the Act does apply to a foreign judgment that provides compensation to an employer for having to pay a penalty to a foreign government due to the wrongdoings of an employee.In regard to the threshold elements of a claim for recognition, the Act applies broadly to foreign judgments that are compensatory in nature, as long as the judgment is final, conclusive and enforceable under the law of the foreign rendering country. Code Civ. Proc. § 1715 (a). Outside the scope of the Act are non-compensatory judgments for taxes, fines or other penalties, or domestic relations decrees. The judgment creditor has the burden of proving that the Act applies. Code Civ. Proc. § 1715 (c). If the judgment creditor proves that the Act applies, the Court has no discretion to refuse recognition unless a defense stated in the Act also applies. Code Civ. Proc. § 1716 (a); Hyundai, 215 Cal. App. 4th at 688.The party resisting recognition (typically the judgment debtor), bears the burden of establishing any defenses available under the Act. Code Civ. Proc. § 1716 (d); Hyundai, 215 Cal. App. 4th at 689. The defenses available under the Act are set forth in Sections 1716 (b) & (c) and “include, in essence, when the foreign-country money judgment was rendered under circumstances that violated due process or lacked impartiality or integrity, was without jurisdiction, was without notice, or was in conflict with California public policy or another judgment.” Hyundai, 215 Cal. App. 4th at 689; see also, Code Civ. Proc. § 1716 (b) & (c) (listing the defenses available under the Act.) Crucially, foreign-country judgments can be recognized even if the foreign procedures vary markedly from our own, and the public policy exception is narrow and strictly construed.Finally, the judgments of some foreign countries are favored. For instance, Korean judgments are elevated to the status of the judgments of U.S. states pursuant to “The Treaty of Friendship, Commerce and Navigation Between the United States of America and The Republic of Korea.” Otos Tech Co., Ltd. v. OGK America, Inc. (3rd Cir. 2011) 653 F.3d 310, 312. Such favoritism can be used to fashion arguments for recognition for Korean judgments that don’t necessarily fit neatly within the scope of the Act.

“How Do Women Lawyers Make It Rain?”

Ever wonder how women lawyers build business relationships? Or, how successful women rainmakers make rain? Or, how in-house counsel can make a difference in championing women lawyers? If so, please join us for a three-part [email protected] series presented by Lim Ruger. Each event will include an interactive panel of distinguished speakers with ample time for networking. MCLE credits will be available. Dates to be announced soon.
Series 1Secrets of Successful Client Development--talk with a panel of successful women rainmakersAugust
Series 2How Women Approach Business Relationships--hear how women build business relationships and whether they do it differently than menSeptember
Series 3The Inside Job: How Do In-House Counsel Champion Diversity From Within?--discover the challenges and the successes in promoting diversity by in-house counselOctober

Lim Ruger Assists Toyota In Providing Financial Support To Build Hydrogen Refueling Stations For New Fuel Cell Vehicles

As part of Toyota’s commitment to deploy zero emission fuel cell vehicles in California, Lim Ruger represented Toyota Motor Credit Corporation (“TMCC”), a financial services affiliate of Toyota Motor Sales, U.S.A., Inc. (“TMS”), in providing financial assistance to FirstElement Fuel Inc. (First Element) to build hydrogen refueling stations throughout California. Lim Ruger represented TMCC with regard to a series of agreements documenting an arms’ length loan to First Element, subject to approval of a grant from the California Energy Commission expected in June. A network of hydrogen refueling stations has been planned, and California is investing $200 million to build 100 stations throughout the state with First Element and other developers. As announced at the Consumer Electronics Show in Las Vegas a few months ago, Toyota plans to launch its new fuel cell vehicles in 2015. Lim Ruger attorneys John Lim, Sandy Sakamoto and Paul Kim worked on this transaction.
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