Opinion
B282375
05-16-2019
Estate of MICHAEL JOSEPH JACKSON, Deceased. JOHN BRANCA et al., as Executors, etc., Petitioners and Respondents, v. QADREE EL-AMIN et al., Objectors and Appellants.
Fazio ¦Micheletti, Jeffrey L. Fazio; Hausfeld, Michael E. Hausfeld, Bonny E. Sweeney, Arthur N. Bailey, Jr., for Objectors and Appellants. Kinsella Weitzman Iser Kump & Aldisert, Howard Weitzman, Patricia A. Millett, Suann C. Macisaac; Freeman Freeman & Smiley, Jeryll S. Cohen; Greines, Martin, Stein & Richland, Robert A. Olson, Alana H. Rotter for Petitioners and Respondents.
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS
California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115. Los Angeles County Super. Ct. No. BP117321 APPEAL from an order of the Superior Court of Los Angeles County. Maria E. Stratton, Judge. Affirmed. Fazio ¦Micheletti, Jeffrey L. Fazio; Hausfeld, Michael E. Hausfeld, Bonny E. Sweeney, Arthur N. Bailey, Jr., for Objectors and Appellants. Kinsella Weitzman Iser Kump & Aldisert, Howard Weitzman, Patricia A. Millett, Suann C. Macisaac; Freeman Freeman & Smiley, Jeryll S. Cohen; Greines, Martin, Stein & Richland, Robert A. Olson, Alana H. Rotter for Petitioners and Respondents.
____________________
INTRODUCTION
Qadree El-Amin, Broderick Morris, Raymone Bain and Adean King (appellants) appeal from the Probate Code section 850, subdivision (a)(2)(C) order of the Los Angeles Superior Court Probate Court (probate court) confirming that The Michael Jackson Company, LLC, a Delaware limited liability company (LLC), is an asset of the Estate of Michael Joseph Jackson (Estate) and was solely owned by Michael Joseph Jackson (Jackson) at his death. We affirm the probate court's order.
FACTUAL AND PROCEDURAL BACKGROUND
Jackson, a world-famous entertainer, died on June 25, 2009. Probate proceedings were instituted, in the course of which John Branca and John McClain were appointed coexecutors of the Estate on November 10, 2009.
The coexecutors are referred to hereafter as the executors or as respondents.
This litigation concerns events which are alleged to have begun in June 2006, three years prior to Jackson's death. At that time, appellant Raymone Bain (Bain) was General Manager of the Michael Jackson Company, as well as "spokesperson and publicist" for Jackson. Qadree El-Amin (El-Amin) was a talent agent and producer of entertainment shows. Broderick Morris (Morris) was a music producer and promoter. Adean King (King) was an associate of Bain. All four were present with Jackson in Japan. Each of them testified he or she was present in Jackson's hotel room in Tokyo on June 1, 2006. According to testimony which the probate court determined to be somewhat conflicting and in significant parts not credible, these individuals testified Jackson promised each of them a percentage interest in a new company to be formed based on instructions Jackson directed Bain to carry out.
The actual organizational status of this entity, which bears a name similar to that of the entity incorporated, and later converted to a limited liability company, is both unclear and not important to the outcome of this appeal.
This matter was tried to the probate court. As we will discuss, when its jurisdiction is invoked, the probate court is a court of general jurisdiction, with the power to adjudicate all claims of ownership of property potentially belonging to a decedent. (Prob. Code, § 800; Estate of Kraus (2010) 184 Cal.App.4th 103, 113-114 [collecting cases]; Estate of Baglione (1966) 65 Cal.2d 192, 196-197.)
The ownership interests which appellants allege they were promised were: Bain 10 percent, El-Amin 1.6 percent; Morris 1.6 percent and King 1.6 percent. Jackson's mother, who was not present at the claimed meeting, was alleged to have been promised 10 percent, with the 75 percent balance (actually 75.2 percent) to be owned by Jackson.
The lawyer Bain retained to carry out Jackson's instructions first incorporated The Michael Jackson Company, Inc. (the corporation), later converting it to a limited liability company, the LLC. The organizing documentation for each of these entities recited that Jackson was its sole member; no documentary evidence indicated any other person had any ownership interest in either entity, nor were any shares of stock in the corporation or any certificates of membership in the LLC issued to any of the appellants. A financial statement prepared by Jackson's accountants identified the corporation as wholly owned by Jackson. The operating agreement for the LLC stated Jackson "is the sole member of the LLC." The trial court found two sets of purported minutes of the Tokyo meeting proffered by appellants to be lacking in authenticity.
Following the opening of the probate of Jackson's estate in 2010, Bain and King filed creditors' claims seeking back pay; Bain also sought a 10 percent commission on certain work she had done for Jackson. Neither creditor's claim asserted an ownership interest in either the corporation or the LLC.
On December 20, 2012, El-Amin wrote to the executors advising them of the June 1, 2006 meeting and claiming that at that meeting Jackson had made promises to appellants of ownership interests in his company and had stated how those supposed equity interests would be allocated.
On January 28, 2013, the executors filed their "Petition for an Order Determining that the Estate of Michael Joseph Jackson Is the Sole Member and Owner of the Michael Jackson Company, LLC," pursuant to Probate Code section 850 (the Petition), by which they sought an order confirming that "the Estate is the sole member and owner of the [LLC] and that no other person has an interest in the [LLC]." The Petition noted that Jackson had been listed as the sole member of the LLC on the Estate Inventory and Appraisal, filed in 2011.
On May 7, 2013, Morris and El-Amin filed a complaint in the Los Angeles Superior Court, seeking damages for Jackson's alleged repudiation of the claimed joint venture among the parties which they alleged had been formed at the meeting in Tokyo to determine the value of their interests in the claimed joint venture and to obtain damages for its breach.
This complaint is Morris et al. v. Branca et al. (BC508258) (Morris). On January 8, 2014, a first amended complaint was filed, with the result that all four appellants became plaintiffs. The first amended complaint sought declaratory relief in addition to damages for breach of contract and an accounting.
On May 10, 2013, in the probate proceeding, Morris and El-Amin filed a document titled "Objections to Petition for an Order Determining that the Estate of Michael Joseph Jackson Is the Sole Member and Owner of the Michael Jackson Company, LLC," which contained an argument that proceedings on the Petition should be abated in deference to Morris. They also argued they were entitled to a jury trial, which was available to them only in the civil action.
To support their abatement contention, which they claim the probate court erred in not granting, appellants seek to have us take judicial notice of 10 pleadings and documents filed in Morris, contending "[t]hose records are relevant to this appeal because they inform this Court about the parties' dispute over the abatement of the Morris action's impact on Appellants' right to a jury trial." We decline this request because, as we explain next, appellants never properly raised the jury trial issue in the probate court. Thus, the documents are not relevant to an issue properly presented. Additionally, several of the proffered documents are not a proper subject of judicial notice under any circumstances (the factual declarations).
Although appellants filed the "Objections" document in the probate court and included in it a request that the probate court abate that action in deference to the later-filed Morris action, there is no record they ever brought this issue to the attention of the probate court or sought to have the probate court rule on the request to abate contained in the "Objections."
The order to abate that exists in the record is one made by the court in Morris. Review of that order is not before us on this appeal. Nor is there any merit in appellants' contention as " 'The probate court has general subject matter jurisdiction over the decedent's property and . . . is empowered to resolve competing claims over the title to . . . the decedent's property.' " (Estate of Post (2018) 24 Cal.App.5th 984, 991.)
There is no constitutional right to a jury trial in a probate proceeding, unless a special statute so provides. (Estate of England (1931) 214 Cal. 298, 300; Estate of Beach (1975) 15 Cal.3d 623, 642.)
Also on May 10, 2013, the executors filed notices of related cases in both the probate and Morris litigation to advise the superior court there were now two matters on file which might be related within the meaning of California Rules of Court, rule 3.300.
The procedure for making the determination whether a probate case and a civil case will be related is set out in Los Angeles Superior Court Rule 3.3 (f), which provides that when both a probate proceeding and a civil action are listed in a Notice of Related Cases, "Department 1 shall determine whether the cases shall be ordered related and, if so, to which department they shall be assigned . . . ."
At a May 16, 2013 hearing in the probate court on the Petition, the circumstance that there were now on file both the Petition and the complaint in Morris was raised. The only discussion and action taken in that court at that hearing was to put the matter over so that the supervising judge could make a ruling on whether the cases would be related; the reporter's transcript of proceedings that date contains no request that proceedings on the Petition be abated for any reason.
In June 2013, the actions were deemed related and Morris was reassigned to the probate court. Shortly thereafter, one of the parties in Morris filed a peremptory challenge to the probate judge, resulting in Morris being reassigned to a judge in a civil department. The executors' motion to abate Morris pending the outcome of the Petition, filed and heard in the courtroom to which Morris had been reassigned, was later granted.
We take judicial notice pursuant to Evidence Code section 452, subdivisions (c) and (d) that appellants previously sought relief from this court with respect to the determination made in the probate court to "unrelate" the civil case from the probate case, which request was denied by Division Four of this court on August 13, 2013. (Morris v. Superior Court, B249936.) Because appellants do not properly raise the issue now on direct appeal, we do not consider their claim that relating and unrelating the two actions was improper.
Following a multi-day bench trial on the Petition in the probate court and posttrial briefing, on March 27, 2017, the trial court issued a 27-page minute order containing its credibility determinations, findings of fact and legal rulings. The court determined the Estate was the sole owner of the LLC.
The probate court found appellants' testimony to be not credible in material respects; also finding that even if it were, any promise Jackson might have made was an unenforceable gift, appellants had not established a joint venture with Jackson, Bain and King had executed releases which included releasing any ownership claims they might have had in the LLC, and appellants' claims were time barred.
On April 5, 2017, appellants served and lodged a request for statement of decision. On April 10, 2017, the trial court issued a minute order declaring the "Court's Ruling made on March 27, 2017 is deemed the Court's Statement of Decision" and signed and filed the "Order Granting Petition Pursuant to Probate Code § 850."
Appellants filed a timely notice of appeal.
Probate Code section 1300, subdivision (k) specifically authorizes an appeal following "Adjudicating the merits of a claim made under Part 19 (commencing with Section 850) of Division 2 [of the Probate Code]." See also Code of Civil Procedure section 904.1, subdivision (a)(10).
The executors filed a protective cross-appeal, which they later dismissed.
DISCUSSION
Contentions
Appellants assert the following contentions in their opening brief: the trial court erroneously applied Evidence Code section 662; it lacked both factual and legal bases for granting the Petition; a miscarriage of justice resulted from the trial court's failure to weigh the evidence and from its cumulative errors; and appellants were deprived of their right to a jury trial. We will refer to the first two of these contentions as appellants' evidentiary claims.
Fundamental Rules Applicable to Our Review
On appeal, we begin with the presumption that whether it be an order or a judgment, the trial court's determination is correct. Our Supreme Court recently reaffirmed this rule in Jameson v. Desta (2018) 5 Cal.5th 594, explaining: ". . . it is a fundamental principle of appellate procedure that a trial court judgment is ordinarily presumed to be correct and the burden is on an appellant to demonstrate, on the basis of the record presented to the appellate court, that the trial court committed an error that justifies reversal of the judgment. (See, e.g., Denham v. Superior Court (1970) 2 Cal.3d 557, 564; see generally 9 Witkin, Cal. Procedure (5th ed. 2008) Appeal, § 355, p. 409 [citing cases].) 'This is not only a general principle of appellate practice but an ingredient of the constitutional doctrine of reversible error.' (Ibid.; see Cal. Const., art. VI, § 13.) 'In the absence of a contrary showing in the record, all presumptions in favor of the trial court's action will be made by the appellate court. "[I]f any matters could have been presented to the court below which would have authorized the order complained of, it will be presumed that such matters were presented." ' (Bennett v. McCall (1993) 19 Cal.App.4th 122, 127.)" (Jameson v. Desta, supra, 5 Cal.5th at pp. 608-609.)
A corollary principle of appellate procedure is that if any one of the bases upon which the trial court reached its determination is correct, the judgment will be affirmed. (Sanowicz v. Bacal (2015) 234 Cal.App4th 1027, 1040.) When a trial court provides multiple bases for its ruling, the party appealing must demonstrate that each of the bases for the ruling was in error; the appellate court will sustain the ruling below if a single basis for the trial court's determination is correct. (People v. JTH Tax, Inc. (2013) 212 Cal.App.4th 1219, 1237.)
In this or any appeal, even if the respondents had not filed a brief, we would be obligated to affirm unless appellants affirmatively demonstrate error with respect to all of the bases upon which the trial court rendered its ruling. (See, Kriegler v. Eichler Homes, Inc. (1969) 269 Cal.App.2d 224, 226-227.) As we shall discuss, appellants have not done so with respect to the trial court's determination that their claims are barred by the applicable statute of limitations.
Evidentiary Claims in Appellants' Opening Brief
To properly consider the evidentiary claims in appellants' opening brief, we must resolve a threshold issue raised by respondents: that appellants' opening brief contains multiple defects, defects which cannot be remedied by arguments made for the first time on reply.
The defects in appellants' opening brief are also discussed in respondents' Motion to Strike Portions of Appellants' Reply Brief (Motion to Strike), which we discuss below.
The opening paragraph of the argument section of respondents' appellate brief succinctly sets out these critical deficits: "Appellants are challenging the probate court's detailed written order after a bench trial. Their brief flouts the fundamental rules for such an appeal: It relies on evidence that the probate court expressly found not credible, ignores evidence that supports the ruling and fails to grapple with aspects of the ruling that would compel affirmance regardless of most of the claimed errors. These shortcomings compel affirmance."
In the six pages that follow, respondents detail facts and circumstances in support of their argument appellants failed to comply with the mandatory elements of an opening brief. We will focus on appellants' failure to set forth a fair statement of facts to support their evidentiary claims. Based on this failure, respondents argue appellants' evidentiary claims must be rejected.
In addressing respondents' argument, we begin by considering the well-established rule that an appellate court may treat as waived the evidentiary claims of an appellant who includes in its opening brief only those facts favorable to its position. (Doe v. Roman Catholic Archbishop of Cashel & Emly (2009) 177 Cal.App.4th 209, 218; Schmidlin v. City of Palo Alto (2007) 157 Cal.App.4th 728, 737 [party challenging the sufficiency of the evidence to support a finding must set forth, discuss, and analyze all of the evidence on that point, both favorable and unfavorable].)
This division has explained this rule as follows: "An appellant challenging the sufficiency of the evidence to support the judgment must cite the evidence in the record supporting the judgment and explain why such evidence is insufficient as a matter of law. (In re Marriage of Fink (1979) 25 Cal.3d 877, 887; Bell v. H.F. Cox, Inc. (2012) 209 Cal.App.4th 62, 80.) An appellant who fails to cite and discuss the evidence supporting the judgment cannot demonstrate that such evidence is insufficient. The fact that there was substantial evidence in the record to support a contrary finding does not compel the conclusion that there was no substantial evidence to support the judgment. An appellant . . . who cites and discusses only evidence in her favor fails to demonstrate any error and waives the contention that the evidence is insufficient to support the judgment. (In re Marriage of Fink, supra, at p. 887; Foreman & Clark Corp. v. Fallon (1971) 3 Cal.3d 875, 881.)" (Rayii v. Gatica (2013) 218 Cal.App.4th 1402, 1408; accord, Jessup Farms v. Baldwin (1983) 33 Cal.3d 639, 660.)
This rule is derived in part from the principle that the appellate court views the evidence in the light most favorable to the ruling below and gives that ruling "the benefit of every reasonable inference and resolve[es] all conflicts in its favor." (Jessup Farms v. Baldwin, supra, 33 Cal.3d at p. 660.) This includes credibility determinations made by the lower court, which are conclusive on appeal. (In re Marriage of Berman (2017) 15 Cal.App.5th 914, 920; see also Cal. Rules of Court, rule 8.204(a)(2) [an appellant's opening brief "must . . . (C) Provide a summary of the significant facts limited to matters in the record," which requires that the appellant set out all of the material evidence, especially that on each point they seek to challenge - including the evidence supporting the order made].)
Thus, an appellant who asserts the trial court erred in its evidentiary determinations bears the obligation to present a fair statement of the facts before it can explain why and how, in its view, the trial court erred so substantially as to warrant reversal.
Among the credibility issues which appellants attempt to raise but which respondents correctly identify as lacking the required factual development in appellants' opening brief are the following: (1) that Jackson promised them ownership interests in his companies - to support this claim, appellants rely on testimony by El-Amin and Morris which the trial court found not credible; and (2) that Bain typed minutes of the Tokyo meeting at which Jackson promised appellants ownership interests and that Jackson signed those minutes - however, the trial court expressly found Bain's version of this activity to be not credible, the minutes to be not authentic and Jackson not to have signed them. The trial court also found not credible Bain's testimony that she had not ordered the lawyer who converted the corporation to a limited liability company to do so.
In addition, appellants omitted other evidence in the trial record from the fair rendition of facts required to be set out in their opening brief, evidence that further contradicted their claims of promised ownership interests in the new entities, including omission of evidence, found true by the trial court, that, after the Tokyo meeting, (1) Bain herself included in a document she drafted that Jackson was the sole owner of the companies; (2) it was Bain who told the lawyer who prepared the corporate and limited liability company documents to identify Jackson as the sole owner, shareholder and member; and (3) in 2008, Bain had confirmed that Jackson was the sole member of the LLC.
As the cases cited above make clear, these omissions from the fair factual statement required in any appellant's opening brief compel the forfeiture of appellants' factual contentions, including appellants' evidentiary claim that the record does not support the trial court's finding that Jackson was the sole owner of the LLC at the time of his death.
We do not list all of the factual claims forfeited because the error we discuss next makes that listing unnecessary.
Having failed to address an independent basis for the order of the probate court in their opening brief, appellants may not raise it for the first time on reply
As noted above, a cardinal rule of appellate procedure is that an appellant who fails to raise an issue in its opening brief waives any argument as to its merit unless exceptional circumstances are presented to allow presentation of that argument on reply. This rule is stated clearly both in the cases and in practice books.
The rule has been established in the common law for over one hundred years; it dates from at least 1898 (Kahn v. Wilson (1898) 120 Cal. 643, 644), and is stated in numerous cases, including, recently, in Lyons v. Chinese Hospital Assn. (2006) 136 Cal.App.4th 1331, 1336, footnote 2, Save the Sunset Strip Coalition v. City of West Hollywood (2001) 87 Cal.App.4th 1172, 1181, footnote 3 (Save Sunset Strip), and in Shade Foods, Inc. v. Innovative Products Sales & Marketing, Inc. (2000) 78 Cal.App.4th 847, 894, footnote 10.
Witkin explains the reason for the rule as follows: "Obvious considerations of fairness in argument demand that the appellant present all of his or her points in the opening brief. To withhold a point until the closing brief would deprive the respondent of an opportunity to answer it or require the effort and delay of an additional brief by permission. Hence, the rule is that points raised in the reply brief for the first time will not be considered, unless good reason is shown for failure to present them before." (9 Witkin, Cal. Procedure, supra, 2008) Appeal § 723, p. 790.) Eisenberg et al., Cal. Practice Guide: Civil Appeals and Writs (The Rutter Group 2009) ¶ 9:21, p. 9-6 (2018) sets out a similar statement of this rule of appellate procedure.
Circumstances allowing an issue not addressed until the reply brief to be considered on appeal must be truly exceptional. For example, even omitting an argument of constitutional dimension from an appellant's opening brief is insufficient to invoke the exception. Thus, in Behr v. Redmond (2011) 193 Cal.App.4th 517, the court explained that an appellant who raises one issue on appeal but forgoes raising another may not raise the omitted issue on reply, abandoning the latter issue even though it is one of constitutional dimension. (Id. at p. 538.)
An example of a circumstance in which the appellate court properly allowed an issue to be raised for the first time in a reply brief is presented when there has been a change in the law following the filing of the appellant's opening brief, as in Woodland Hills Residents Assn., Inc. v. City Council (1979) 23 Cal.3d 917, 932, citing Kievlan v. Dahlberg Electronics, Inc. (1978) 78 Cal.App.3d 951, 959 [change in statute and in common law following trial warrant raising issue in reply brief].) When no justification is established for omitting the issue and the argument in support of it from an opening brief, the appellate court properly disregards the issue when it first appears in the appellant's reply brief. (E.g., Save Sunset Strip, supra, 87 Cal.App.4th at p. 181, fn. 3.)
That, as respondents argue, is the circumstance in the present case: appellants' opening brief is silent on the key - and, as discussed below, singularly dispositive - issue of bar by statute of limitations. Appellants omitted any mention of this issue in their opening brief, presenting argument on it only in their reply. Their attempt to defend its late presentation, which they set out in their opposition to respondents' Motion to Strike, simply - and wrongly - asserts they "were entitled to respond to [respondents'] argument"; that they need not have raised the issue until it appeared in the respondent' brief. We do not agree.
As we have discussed, to make such an argument for the first time in a reply brief the appellant must establish the existence of extraordinary circumstances, events which justify waiting until the reply brief to address a contention that should have been set out in the appellant's opening brief. (See Behr v. Redmond, supra, 193 Cal.App.4th at p. 538.)
Here, appellants have not presented, and we are not aware of, any extraordinary circumstances that warrant allowing appellants to address the statute of limitations ruling of the trial court for the first time in their reply. Accordingly, we grant respondents' Motion to Strike all arguments in appellants' reply brief which seek to address the trial court's determination that the applicable statute of limitations bars any claim they might have to ownership interests in the LLC.
Respondents' Motion to Strike also seeks to strike several other arguments first raised by appellants in their reply brief: that appellants made no claims against the executors in the action on the Petition; the lack of consideration defense is baseless; the trial court wrongly denied appellants' hearsay objection to introduction of certain financial statements; the trial court "improperly overturn[ed]" an order relating the two cases; and it erred in overruling a hearsay objection to an item of evidence appellants had offered at trial. These arguments are stricken because they were not raised in the opening brief and no exceptional circumstances warrant granting relief to appellants to the belated assertion of any of these claims.
The statute of limitations ruling by the probate court is dispositive
As discussed, the circumstance that there are independent bases upon which a judgment or order appealed from rests requires an appellant to demonstrate that each of those bases was in error; accordingly, if any basis in a trial court's order or judgment is correct, the appellate court sustains the ruling below. (Sanowicz v. Bacal, supra, 234 Cal.App.4th at p. 1041; People v. JTH Tax, Inc, supra, 212 Cal.App.4th at p. 1237.)
Here, among the several independent bases for its order, the probate court expressly ruled that all of appellants' claims were barred by the one-year statute of limitations prescribed by Code of Civil Procedure section 366.2. Prior to discussing the reasons this determination was correct, we point out that even if appellants had adequately presented the issue in their opening brief, we would nevertheless conclude they cannot extricate themselves from this time bar applicable in probate cases.
Code of Civil Procedure section 366.2 provides: "(a) If a person against whom an action may be brought on a liability of the person, whether arising in contract, tort, or otherwise, and whether accrued or not accrued, dies before the expiration of the applicable limitations period, and the cause of action survives, an action may be commenced within one year after the date of death, and the limitations period that would have been applicable does not apply."
Although there are exceptions to this one-year bar in subdivision (b) of this statute, none is applicable in the present case. As the Law Revision Commission Comments on this statute make clear, "This section applies a one-year statute of limitations on all actions against a decedent on which the statute of limitations otherwise applicable has not run at the time of death. This one-year limitations period applies regardless of whether the statute otherwise applicable would have expired before or after the one-year period." (13C West's Ann. Code Civ. Proc. (2006 ed.) foll. § 366.2, p. 452.)
Further, the statute specifically forbids claims of delayed discovery. " ' "The overall intent of the Legislature in enacting Code of Civil Procedure former section 353 [(now § 366.2)] was to protect decedents' estates from creditors' stale claims. [Citations.] '[T]he drafters of former Code of Civil Procedure section 353 and current Code of Civil Procedure section 366.2 believed the limitation period the statute imposes serves "the strong public policies of expeditious estate administration and security of title for distributees, and is consistent with the concept that a creditor has some obligation to keep informed of the status of the debtor." (Recommendation Relating to Notice to Creditors in Estate Administration [(Dec.1989)] 20 Cal. Law Revision Com. Rep. (1990) p. 512.)' " ' (Levine v. Levine (2002) 102 Cal.App.4th 1256, 1263-1264, quoting Collection Bureau of San Jose v. Rumsey (2000) 24 Cal.4th 301, 308.)" (Stoltenberg v. Newman (2009) 179 Cal.App.4th 287, 292.)
The trial court specifically determined appellants' claims were barred by section 366.2.
Even if section 366.2 did not apply, the evidence below which the trial court determined to be credible established there were multiple opportunities for appellants to inquire about or assert their claims of ownership in the corporation or in the LLC in the three years following the Tokyo meeting and prior to Jackson's death. These opportunities included inquiring why none of them had received a stock certificate evidencing his or her ownership interest in the corporation or membership in the LLC; why none had been consulted about or advised of the terms of the membership agreement required for the LLC; and why none had received any of the annual tax return documents the LLC was required to distribute to its members. And, when two of the appellants filed their creditors' claims in the probate proceeding in 2010, neither made any claim to an ownership interest in the LLC. Instead, all of the appellants waited until six and a half years after the claimed Tokyo meeting to assert any ownership interest. Certainly, Bain, a graduate of Georgetown Law School, would have had the knowledge to make these inquiries. Thus, the evidence in the record which the trial court determined to be credible establishes that its ruling was well-founded and would prevail even if appellants had addressed it in their opening brief.
DISPOSITION
The probate court's order of April 10, 2017, is affirmed. Respondents shall recover their costs on appeal.
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS
GOODMAN, J. LAVIN, Acting P.J. EGERTON, J.
Retired Judge of the Los Angeles Superior Court, assigned by the Chief Justice pursuant to article VI, section 6 of the California Constitution.