 |
 |
to fill out a simple form to connect to Employee Leasing Services in your area.
|
|
|
|
|
HDOS Enterprises v. Wellwood9/14/2005
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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 This opinion has not been certified for publication or ordered published for purposes of rule 977.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 this malicious prosecution action, a corporation, a trust, and the principals and officials of these entities sought damages from a former board member who had filed one lawsuit and then instigated the filing of a class action lawsuit against them. The court in this malicious prosecution action instructed the jury both of the former board member's prior actions were brought without probable cause and both terminated in favor of the entities and individuals. The jury found by clear and convincing evidence the former board member had pursued both actions with malice. Nevertheless, the jury awarded only half the compensatory damages sought and awarded no punitive damages.
The former board member appeals, claiming it was error to permit evidence of the class action to go to the jury. He argues the court could not properly rule he instigated the filing of the class action without probable cause because it excluded evidence which bore on the merits of the class action. In addition, he argues the court erred in ruling the entities and individuals achieved a favorable termination of the class action where the action was voluntarily dismissed because the named plaintiff lacked standing to pursue the suit. In a similar vein, he asserts the court erred in instructing the jury on abuse of process where the instruction had no factual support.
We find the former board member's legal arguments have merit. We further find the errors in combination prejudiced his case. Accordingly, we reverse.
FACTS AND PROCEEDINGS BELOW
In 1946 Dave Barham set up a hot dog stand called Hot Dog on a Stick at a beach known as "muscle beach" in Venice, California. By the time of trial there were 115 Hot Dog on a Stick locations in malls and shopping centers around the United States and approximately 20 additional international locations. Prior to his death in 1991, Dave Barham decided the original company should be owned by its employees. He thus established respondent Hot Dog on a Stick Employee Ownership Trust, which is the sole shareholder of respondent HDOS Enterprises.
Several years after Dave Barham's death the HDOS board of directors decided to add three outside directors. Defendant and appellant Croft Wellwood joined the board in 1998. He had expertise in financial matters and retail software programs and the board thought he would bring a fresh perspective to the business. Wellwood eventually became a member of the board's litigation and compensation committees. Separately, Wellwood provided consulting services to HDOS.
Wellwood pursued his board and committee duties with uncommon vigor, if with a certain ruthlessness. He challenged and questioned everything, even whether Barham family members were being overcompensated for services rendered barely, if at all. Wellwood became particularly upset when Diane Barham quit the board yet demanded her compensation continue. Wellwood discovered she, as well as the other Barham family members, had written agreements which apparently guaranteed them payments from the company regardless of their employment status. These and other alleged instances of corporate waste apparently upset Wellwood very much. Wellwood claimed he became concerned about his potential liability as a board member.
According to the other board members, Wellwood was often demandin
Page 1 2 3 4 5 6 7 8 9 10 California Employee Leasing Services
Employee Leasing Services
|
| |
to fill out a simple form to connect to Employee Leasing Services in your area.
|
|