Appellant shareholder sought review of the decision of the Superior Court of Marin County (California), which entered judgment for respondent corporation on its claims in contract, specific performance and injunctive relief.
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Appellant shareholder challenged the decision of the trial court in favor of respondent corporation, asserting that he should have been able to dispute the legality of partnership agreement options as a defense. Respondent argued that this appeal was barred by the doctrine of collateral estoppel as a result of a final judgment in another city that involved appellant and respondent. On the issue of collateral estoppel, the court considered if the issues decided in the separate action were identical with the ones presented in this action, if there was a final judgment on the merits in the separate action, and if the party against whom the doctrine is asserted, was a party to that action. The court found that both actions in the two trial courts involved the same pivotal issue of whether the transfers of assets to the two limited partnerships were lawful and for adequate consideration. The court concluded that once the trial court in the other city determined that respondent's transfers to the partnerships were legal, and that judgment became final, the doctrine of collateral estoppel barred reconsideration of that issue. The court affirmed the judgment for respondent.
The court affirmed the judgment for respondent corporation, finding that appellant shareholder was collaterally estopped from challenging the trial court's resolution of the issue of whether transfers of assets to two partnerships were lawful and for adequate consideration because of the previous determination of those matters by another court.
