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Donald A. Wilson (California Bar No. 43996)
1 | Wilson & Wilson
2 || 1695 Broadway Street
Redwood City, CA 94063
3 {1 Tel: (650) 366-8241
* || Email: wildon43@gmail.com |
5
In Pro Per
6 .
7 SUPERIOR COURT OF THE STATE OF CALIFORNIA
FOR THE COUNTY OF SAN MATEO
8 (UNLIMITED JURISDICTION)
9:
)
10 -| Golden Global Enterprises Inc., a California)
Corporation, Global Investment Trust — 2017, )
i by and through its Trustee, Donald A. Wilson,
12 || and 8880 ELDER CREEK HOLDINGS, a )
California Limited Liability Corporation )
13 a, ) Case No 22-civ-02099
14
Plaintiffs, )
)
15 ||¥ )
)
16 || TIM ONDERKO, an Individual, and as owner )
0 of a 49% interest in 8880 Elder Creek .
Holdings, LLC, a California Limited Liability )
1g || Corporation, and Does 1-10, inclusive, )
)
19 Defendants. Case No 22-civ-02332
20 1! Tim Onderko
21 ws )
Plaintiff ) DONALD A. WILSON
22 Related Cases - Case Management and
33 v ) Trial Setting Conference Statement
. )
24 || Donald Wilson oO ) Date: April 18, 2023
) Time: 9 AM
25 Defendant ) Department: 2
26 .
27
28
: Donald A. Wilson submits the following Case Management Conference Statement and
2 || Trial Setting Statement:
3 Donald A Wilson is the sole owner of Golden Global Enterprises Inc., a California
4 || Corporation and the sole beneficiary of Global Investment Trust — 2017 which are the owners of
5 || the property at 8880 Elder Creek, Sacramento, CA (the property) and the 51% owner of 8880
¢ || Elder Creek Holdings, LLC, a California Limited Liability Corporation (the LLC). The 49%
; || owner of 8880 Elder Creek Holdings, LLC, a California Limited Liability Corporation is Tim
2 Onderko.
Golden Global Enterprises Inc., a California Corporation and Global Investment Trust —
° 2017 acquired their 51% interest through a Memorandum of Understanding and Agreement
“ (MOU) effective as of July 3, 2019. It contained provisions giving either owner the right to
* Il force a buy or sale of the other’s interest. On March 3, 2022 Tim Onderko served a “Notice of
12 |) Advisement of Receipt of Offer to Purchase”, which was based an offer from a third party to
13 || purchase 100% of the property, notwithstanding that the LLC had only the option to purchase an
14 j| undivided 80% interest. The letter which accompanied the “offer” asserted it was pursuant to th
15 || buy-sell provisions in the MOU. Donald A. Wilson responded that it was not pursuant to the
16 || buy-sell provisions, which relate to the transfer of an “interest” in the LLC, however, if Tim
17 || Onderko was interested in selling his 49% interest in the LLC at its Fair Market Value (FMV),
18 accepting the 100% interest in the property at the value set forth in the offer, he would purchase
his 49% interest. Notwithstanding the substantial difference between distribution of the potential
proceeds resulting from the sale of 100% of the property and the FMV of Tim Onderko’s 49%
70 interest in the LLC, and that the LLC, at most, could acquire only an undivided 80% interest,
?* |) when Donald A. Wilson did not accept the third party offer, a dispute arose between them as to
22 whether or not the buy-sell provisions in the MOU had been triggered.
23 To settle this dispute, Donald A. Wilson filed a Declaratory Relief Action (22-civ-02099).
24 || In an attempt to gain an advantage in the dispute, Tim Onderko filed an action against Donald A.
25 || Wilson (22-civ-02332) alleging that as the 51% owner and manager of the LLC he had
26 || breached his fiduciary duties to the 49% owner. These are the two related actions presently
57 || before the Court. In addition to greatly increase the expense of litigation he also filed a demand
28
1 for Arbitration before the AAA. Donald A. Wilson objected to the AAA Arbitration which ruled
that the Arbitration would proceed absent a Court Order.
° The expense is further increased by the fact that Tim Onderko seeks “two bites of the
° apple”. The MOU provides for arbitration while the “fiduciary breach” will result in an extende
; jury trial. Before getting to the complex issues of potentially how much the parties may owe eac
> || other, the MOU should first be interpreted to determine if the parties have a binding agreement,
® || which Donald A. Wilson contends they do not. The “Notice of Advisement” clearly was nota |
7 || offer to sell Tim Onderko’s 49% interest; if it was, it was not accepted and with the non
g || acceptance in the form of a counter, Tim Onderko rejected the counter and did not proceed with
o || the alternative option of seeking to buy the corresponding 51% interest. It is basically Contracts
19 || 101 - offer - counter and rejection. It does not require the expensive resolution process initiated
1 by Tim Onderko.
. Before arbitration can proceed to determine the value of Onderko’s 49% interest in the
° LLC, the court first needs to decide whether Onderko made an offer in compliance with the
| MOU. If he did not, then there is nothing to arbitrate and the parties are simply wasting
‘A money. Accordingly. the Court needs to issue a ruling first on the Declaratory Relief Action
*© |! before any AAA Arbitration can proceed and thus the AAA Arbitration should be stayed pending
16 {I the Court's decision on the Declaratory Relief action.
iy The parties have failed in their “good faith” mediation. To move the matter forward,
re || Donald.A. Wilson submits:
19 |. Order the AAA Arbitration stayed until the Declaratory Relief Action has been
og {| resolved. .
21 2. Set the Declaratory Relief Action for hearing.
3 3. Continue the trial setting on the “breach litigation” (22-civ-02332) until the
' Declaratory Relief Action has been decided.
24
3s Respectfully submitted
“° Dated “|{ i> f 33 ; Cex dW,
27 Donald A. Wilson,
28
Preview
Donald A. Wilson (California Bar No. 43996) 1 | Wilson & Wilson 2 || 1695 Broadway Street Redwood City, CA 94063 3 {1 Tel: (650) 366-8241 * || Email: wildon43@gmail.com | 5 In Pro Per 6 . 7 SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF SAN MATEO 8 (UNLIMITED JURISDICTION) 9: ) 10 -| Golden Global Enterprises Inc., a California) Corporation, Global Investment Trust — 2017, ) i by and through its Trustee, Donald A. Wilson, 12 || and 8880 ELDER CREEK HOLDINGS, a ) California Limited Liability Corporation ) 13 a, ) Case No 22-civ-02099 14 Plaintiffs, ) ) 15 ||¥ ) ) 16 || TIM ONDERKO, an Individual, and as owner ) 0 of a 49% interest in 8880 Elder Creek . Holdings, LLC, a California Limited Liability ) 1g || Corporation, and Does 1-10, inclusive, ) ) 19 Defendants. Case No 22-civ-02332 20 1! Tim Onderko 21 ws ) Plaintiff ) DONALD A. WILSON 22 Related Cases - Case Management and 33 v ) Trial Setting Conference Statement . ) 24 || Donald Wilson oO ) Date: April 18, 2023 ) Time: 9 AM 25 Defendant ) Department: 2 26 . 27 28 : Donald A. Wilson submits the following Case Management Conference Statement and 2 || Trial Setting Statement: 3 Donald A Wilson is the sole owner of Golden Global Enterprises Inc., a California 4 || Corporation and the sole beneficiary of Global Investment Trust — 2017 which are the owners of 5 || the property at 8880 Elder Creek, Sacramento, CA (the property) and the 51% owner of 8880 ¢ || Elder Creek Holdings, LLC, a California Limited Liability Corporation (the LLC). The 49% ; || owner of 8880 Elder Creek Holdings, LLC, a California Limited Liability Corporation is Tim 2 Onderko. Golden Global Enterprises Inc., a California Corporation and Global Investment Trust — ° 2017 acquired their 51% interest through a Memorandum of Understanding and Agreement “ (MOU) effective as of July 3, 2019. It contained provisions giving either owner the right to * Il force a buy or sale of the other’s interest. On March 3, 2022 Tim Onderko served a “Notice of 12 |) Advisement of Receipt of Offer to Purchase”, which was based an offer from a third party to 13 || purchase 100% of the property, notwithstanding that the LLC had only the option to purchase an 14 j| undivided 80% interest. The letter which accompanied the “offer” asserted it was pursuant to th 15 || buy-sell provisions in the MOU. Donald A. Wilson responded that it was not pursuant to the 16 || buy-sell provisions, which relate to the transfer of an “interest” in the LLC, however, if Tim 17 || Onderko was interested in selling his 49% interest in the LLC at its Fair Market Value (FMV), 18 accepting the 100% interest in the property at the value set forth in the offer, he would purchase his 49% interest. Notwithstanding the substantial difference between distribution of the potential proceeds resulting from the sale of 100% of the property and the FMV of Tim Onderko’s 49% 70 interest in the LLC, and that the LLC, at most, could acquire only an undivided 80% interest, ?* |) when Donald A. Wilson did not accept the third party offer, a dispute arose between them as to 22 whether or not the buy-sell provisions in the MOU had been triggered. 23 To settle this dispute, Donald A. Wilson filed a Declaratory Relief Action (22-civ-02099). 24 || In an attempt to gain an advantage in the dispute, Tim Onderko filed an action against Donald A. 25 || Wilson (22-civ-02332) alleging that as the 51% owner and manager of the LLC he had 26 || breached his fiduciary duties to the 49% owner. These are the two related actions presently 57 || before the Court. In addition to greatly increase the expense of litigation he also filed a demand 28 1 for Arbitration before the AAA. Donald A. Wilson objected to the AAA Arbitration which ruled that the Arbitration would proceed absent a Court Order. ° The expense is further increased by the fact that Tim Onderko seeks “two bites of the ° apple”. The MOU provides for arbitration while the “fiduciary breach” will result in an extende ; jury trial. Before getting to the complex issues of potentially how much the parties may owe eac > || other, the MOU should first be interpreted to determine if the parties have a binding agreement, ® || which Donald A. Wilson contends they do not. The “Notice of Advisement” clearly was nota | 7 || offer to sell Tim Onderko’s 49% interest; if it was, it was not accepted and with the non g || acceptance in the form of a counter, Tim Onderko rejected the counter and did not proceed with o || the alternative option of seeking to buy the corresponding 51% interest. It is basically Contracts 19 || 101 - offer - counter and rejection. It does not require the expensive resolution process initiated 1 by Tim Onderko. . Before arbitration can proceed to determine the value of Onderko’s 49% interest in the ° LLC, the court first needs to decide whether Onderko made an offer in compliance with the | MOU. If he did not, then there is nothing to arbitrate and the parties are simply wasting ‘A money. Accordingly. the Court needs to issue a ruling first on the Declaratory Relief Action *© |! before any AAA Arbitration can proceed and thus the AAA Arbitration should be stayed pending 16 {I the Court's decision on the Declaratory Relief action. iy The parties have failed in their “good faith” mediation. To move the matter forward, re || Donald.A. Wilson submits: 19 |. Order the AAA Arbitration stayed until the Declaratory Relief Action has been og {| resolved. . 21 2. Set the Declaratory Relief Action for hearing. 3 3. Continue the trial setting on the “breach litigation” (22-civ-02332) until the ' Declaratory Relief Action has been decided. 24 3s Respectfully submitted “° Dated “|{ i> f 33 ; Cex dW, 27 Donald A. Wilson, 28