![]() In December 2000, plaintiffs filed suit against four business entities and nine individuals. ![]() ![]() PacLink-3 is a California corporation organized by defendant eHongKong.Com, Inc. In 1999, the assets were again sold, this time to defendant PacLink Communications International, Inc. In 1998, the assets of PacLink-1 were transferred to a new company: PacLink Communications International, LLC (PacLink-2), a company organized by four members of PacLink-1 in which plaintiffs had no involvement. Based upon plaintiffs' initial capital contributions to PacLink-1 and its operating agreement, they had a "membership" or "ownership" interest equal to approximately 38 percent of PacLink-1's business and assets. Plaintiffs Henry Chow, John Mok, and Ivan Yeung were members of that eight-person LLC. PacLink Communications (PacLink-1) was created in March 1996 as a limited liability company (LLC). Insofar as is relevant to this proceeding, the first amended complaint alleges the following facts. ![]() Because the function of a demurrer is to test the legal sufficiency of a complaint, we assume the truth of all facts properly pled. We therefore issue a writ compelling the superior court to sustain without leave to amend the demurrer filed on that basis. In this mandate proceeding, we conclude that three causes of action alleged by members of a limited liability company against two defendants can only be brought as a derivative action on behalf of the company. J., with Epstein and Hastings, JJ., concurring.) (Superior Court of Los Angeles County, No. THE SUPERIOR COURT OF LOS ANGELES COUNTY, Respondent IVAN YEUNG et al., Real Parties in Interest. PACLINK COMMUNICATIONS INTERNATIONAL, INC., et al., Petitioners, v. ![]()
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