Preview
nec‘27 65 03:11p Mcf' ch19 91 "431030
CHARLETON S. PEARSE, SBN 122491
*4
JEANA B. PIPKIN, SBN 208915
McMURCHIE, WEILL, LENAHAN, LEE,
1030 15” Street, Suite 300
Sacramento, CA 95814
Telephone: (916) 443—1030
Facsimile: (916) 443—0869
Attorney for Defendants/Cross-Defendants/Cross-Complainants,
RONALD RABO, MICHAEL RABO, FREDERICK RABO, MARY ANN RABO SCHWEIGER,
SUSAN R. MILLER
summons Issued
IN THE SUPERIOR COURT 0F CALIFORNIA
IN AND FOR THE COUNTY OF BUTTE
EDWARD RICHARD MELINE and CHARLENE Case No. 127180—A
FAX F'ng
..
M. MELINE, Trustees under the
Edward Richard Meline and Charlene
M. Meline Revocable Living Trust
dated December 30, 1992,
14 Plaintiffs,
15 V.
l6 JACK MELINE, SHARON MELINE, DOROTHY
MAY RABO, the testate and intestate
l7 successors and all persons claiming
by, through or under FRED A. RABO,
18 deceased, VIOLET ARLENE MELINE,
STEPHEN MELINE, IV, ROBERT J.
19 MELINE, NELDA F. JESSEE, MELANIE G.
EDGINGTON, the testate and
2O intestate successors and all
persons claiming by, through 0r
21 under DAVID L. MELINE, MELINE &
RABO FARMS, INC., a California
corporation and DOES l through 20,
inclusive,
23
Defendants.
24
STEPHEN MELINE, IV, and ROBERT Case NO. 127180—B
25 MELINE,
26 Cross-Complaintants
27 v.
28 RANDALL C. MELINE and DANIEL P.
VERIFIED CROSS-COMPLAINT FOR PARTITION AND DISSOLUTION OF THE
av gem-1 mag-amaze) amymlomm 1:91 more 9:302, 15-060
Dem 27 Os 03:11p Mc’"~chie 9] 431030
JEFFERS, Co-Trustees of the Edward
Richard Meline and Charlene M.
Melina Irrevocable Living Trust
b.)
Agreement Number Two dated December
30, 1992; JACK MELINE, Trustee of
Lo)
the Jack Meline Irrevocable Trust
dated December 31, 1994; DOROTHY MAY
RABO, Trustee of the Fred and
Dorothy Rabo 1994 Irrevocable Trust
dated December 19, 1994; the
successors to Fred Rabo as Co—
Trustee of the Fred and Dorothy Rabo
1994 IrreVOCable Trust dated
December 19, 1994; NELA-F. JESSEE;
MELANIE G. EDGINGTON; RON RABO;
MICHAEL RABO; NICK RABO; MARY RABO
SCHWEIGER; SUE MILLER, and DOES l
through 20, Inclusive,
10
Cross—Defendants.
11
12 RON RABO; MICHAEL RABO; NICK RABO;
MARY RABO SCHWEIGER; SUE MILLER,
13
l4
Cross—Complainants, Case No. 127iao-c /
V. VERIFIED CROSS-COMPLAINT FOR
15 PARTITION AND DISSOLUTION OF THE
EDWARD RICHARD MELINE and‘CHARLENE CORPORATION
16 M. MELINE, Trustees under the Edward
. Richard Meline and Charlene M.
l7 Meline Revocable Living Trust dated
December 30, 1992;JACK MELINE;“
18 SHARON MELINE; VIOLET ARLENE MELINE,‘
STEPHEN'MELINE IV, ROBERT J. MELINEft
l9 NELDA F. JESSEE; MELANIE G.
EDGINGTON, the teetate and intestate
2O successors and all persons claiming
by, through or under DAVID L.
21 MELINE; MELINE & RABO FARMS, INC.,
a California Corporation; RANDALL C.
22 MELINE and DANIEL P. JEFFERS, CO-
Trustees of the Edward Richard
23 Meline and Charlene M. Meline
Irrevocable Living Trust Agreement
24 Number Two dated December 30, 1992;
JACK MELINE, Trustee of the Jack
25 Meline Irrevocable Trust dated
December 31, 1994; any and all
26 persons unknown claiming any
interest in the property; and DOES
27 1 through 100, Inclusive,
28 Cross—Defendants.
Q-
VERIFIED CROSS-COMPLAINT FOR PARTITION AND DISSOLUTION OF THE
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LC!
L1.
EGIHNOILVN Wdii
Dec‘Z? 0‘5 03:11p Hcl' chie 91_‘431030
Cross-Complainants allege on the basis of their information and
belief:
GENERAL ALLEGAXIQH
1. For purposes of this Cross-Complaint the parties will be
separated into four groups and referenced as the Dick Meline Family, Jack
Meline Family, Steve IV Melina Family, and the Rabo Family (hereafter “the
Families”). Each above named family owns 25% interest in Meline and Rabo,
Inc. (hereafter M&R, Inc.) M&R, Inc. was incorporated in 1980, and prior
to that, operations were run under a family’partnership. M&R, Inc. leases
property which is owned by the four families for purposes of farming
10
operations. The corporation also owns certain improvements and farm
ll
equipment which is used to conduct the farming operations. This Cross-
12
Complaint incorporates by reference, the Complaint and CrossTComplaint in
13
civil actions 127180A and 127180B, thus constituting a complete statement
l4
of all competing Claims of the Families in all respects. The underlying
15
Complaint and Cross~Complaint are not incorporated as factually correct
16
and/or complete.
l7
18 FIRST CAUSE 0P ACTIQE
19 PARTITION
2O 2. The real property subject of this action is located in
21 Butte and Glenn Counties and is generally referred to by the parties as
22 “Adobe.” The property is described as follows and is attached as “Exhibit
23 A" and incorporated by reference:
24 “A tract of land located in Section 31 and 32,
Township 20 North, Range l East, and Section 5 and 6,
25 Township l9 North, Range l East, of the Aguas Frias
of
Rancho, as sectionized by LaCroze, and a par:
26 fractional Sections 6, TOWnship 19 North, Range l
East, N‘D.B.&M.,lying in Butte and Glenn COunties,
27 and particularly described as follows:
////
28
-3-
VERIFIED CROSS-COMPLAINT FOR PARTITION AND DISSOLUTION OF THE
-d gqvz-ON 1568-BVV(9a5) aoimwolivm 131 wdal:a 9005 ~zz-080
Dacia? ds 03:12p Mcl’ chie 91 431030 p.7
Beginning at an iron pipe at the Northwest corner of
[—1
Section 31, above mentioned on the line between the
Aguas Frias Rancho and the Llano Seco Rancho and
running thence South 0 deg- 35' East, 7920.4 feet
along the West line of the Aguas Frias Rancho to a
corner; thence North 89 deg. 24’ East, 710.6 feet
along said Rancho line to an iron pipe at a fence
corner; thence leaving said Rancho line South 1 deg.
29' East, 2664.3 feet along the East line of the
Southwest quarter of Section 6, Township 19 North,
Range 1 East, M.D.B.&M., to the South line of said
Section 6; thence North 89 deg; 26' East, 1913.8 feet
along the South line of last mentioned Section 6 to
an iron pipe set in concrete at the corner on the
West line of the Aguas Fries Rancho, common to
fractional Sections 6 and.'7 of both Townships 19
North, Rangel East, above mentioned; thence North 89
deg. 13' East, 1912.2 feet along the South line of
10 said Sections 6 and 5 of Aguas Frias Rancho to-the
Southwest corner of that portion. of Section 5,
11 Township 19 North, Range 1 East, M.D.B.&M., described
in partition deed dated may 26, 1938, and recorded in
12 the Office of the County Recorder of said County of
Glenn, June 4, 1938, in Book 105 of Official Records,
l3 page 250, executed by Kenyon T. Gregg, et al., to
Orlin C. Harter; thence North O deg. 04' East, 5300.8
14 feet along line of said Harter parcel to an iron pipe
at a fence corner on the North line of Section 5;
15 thence North 89 deg. 27' East, 856.9 feet along last
mentioned line to an iron pipe; thence North 18 deg.
16 32' West, 1928.8 feet to an iron pipe; thence North
5 deg. 20' West, 534.1 feet to an iron pipe; thence
l7 North 29 deg. 18' West, 776.2 feet to an iron pipe;
thence North 11 deg. 03' West, 754.3 feet to an iron
18 pipe; thence North 22 deg. 48' West, 379.8 feet to an
iron pipe; thence North 42 deg. 07' West, 1519.9 feet
19 to a point on the North line of Section 31 above
mentioned. being in the center of a county" road:
20 thence South 89 deg. 22' West, 3195.6 feet; along
last mentioned section line to the point of
21 beginning.
22 EXCEPTING an undivided 60% of oil, gas and other
hydrocarbon.substances underlying the above described
23 land as reserved in the deed from the Dodge Land
Company, a corporation, to Dorothy Rabo, et 31.,
24 dated April 4, 1946, and recorded April l7, 1946, in
Book 192 of Official Records, at page 264.
25
Butte County APN: 38-14-06
26 Glenn County APN: 15-03-02"
27 3. The real property in this case is owned in undivided 25%
28 interests by each family designated above. All of said interests are
-4
VERIFIED CROSS—COMPLAINT FOR PARTITION AND DISSOLUTION OF THE
L 'd 9??'0H [563-611(916) SGENNOEifN iSi' WdliZ QUUZ '15'350
Dec€27 US 03:12P MC“
materially affected by this action.
4. There are persons unknown who have, claim to have and/or may
claim interest(s) in the subject real property described in paragraph 2.
Cross-Complainants join,such persons as defendants designated as “all
persons unknown claiming an interest in the property.", herein named as
CrOSs-Defendants DOES 1 through 100.
5. Cross-Complainants request the subject real property described
in paragraph 2 be partitioned by sale in the first instance. Such mode
of partition is more equitable in these circumstances than division due
10 to the uniqueness of the subject real property and the location of same.
ll Due and to fairly partition by division and/or to satisfy the plethora of
l2 remaining interests and division of assets that cannot be accomplished by
13 owelty. In the alternative partition by division is sought.
14
15 SECOQ QAQgE OF ACTIOR
l6 INVOLUNTARY DISSOLUTION 0F MELINE AND RABO INQORPORATED
17
18 6. Defendant Meline and Rabo, Inc. is a corporation duly
l9 organized and existing under the laws of the State of California.
20 Defendants principle office is located in Butte County, California.
21 7. Defendant is not subject to the Banking Law, Public
22 Utilities Act, Savings and Loan Association Law, or California Insurance
23 Code §§ 1010—1062.
24 B. One or more of plaintiffs are directors and/or shareholders
25 of defendant corporation.
26 9. Disagreement exists among the various factions and/or
27 directors and/or shareholders as to managing the affairs of defendant
28 corporation, such that the business of the corporation can no longer be
é.
VERIFIED CROSS—COMPLAINT FOR PARTITION AND DISSOLUTION OF THE
8 'd 9??i'0M iSES-BFV(GIB) 301MHOILVN iSl Wdllii 9005 '[Z'Oa
Dec? 27 05 03:12p MC” ‘chie p.8
conducted to an advantage.
10. There is internal dissension among and between the
directors and/or shareholders.
11. One or more directors, including Edward Richard Melina (Dick
Melina) have been guilty of or have knowingly countenanced persistent and
pervasivelnismanagement, abuse of authority, persistent unfairnesg towards
other shareholders, and corporate property is being and/or has been
misapplied or wasted by its directors or officers. Such conduct includes,
but is not limited to, a course of dealing between defendant corporation
10 and Dick Meline’s son Randall C. Meline, including R.C. Meline Orchards,
11 Inc., which brings into question the adequacy of payment to defendant
12 corporation for services and materials provided to R.C. Melina Orchards,
l3 Inc. Further' misuse or unauthorized. use of significant amounts of
l4 corporate funds and/or corporate assets and/or corporate opportunities
15 into other personal accounts has taken place.
l6 12. Liquidation is reasonably necessary for the protection of the
l7 rights and interests of the shareholders of defendant corporation.
18 Plaintiffs request locating, tracing, and liquidating all assets of and
19 derived from the corporation, enforcement of any equitable or other liens
2O of corporation, valuation and accounting of all assets, and distribution
21 of all proceeds according to ownership and any other legal or equitable
22 principles.
23 WHEREFORE, Cross-Complainants pray for:
24 1 A judgment partitioning by sale the subject real property
25 described in paragraph 2 of this Cross-Complaint, and dividing and
26 distributing of the proceeds thereof and/or for owelty; in the alternative
27 for partition by division;
28 2. The costs of partition, to include attorneys fees,
-6-
VERIFIED CROSS-COMPLAINT FOR PARTITION AND DISSOLUTION OF THE
“A“ mT‘A‘Y
'd 99PL'ON i358-8FF(918) HGIMNOILVN iSl WdllIZ 9005 '16'390
C7
Decrzv 05 03:12p Mc' ~chie 9: 431030 p.10
necessarily incurred by Cross—Complainants for the common benefit in
excess of Cross-COmplainants' portional interests;
3. A Court decree winding up and dissolving defendant corporation
including, but not limited to finding, determining and/or distributing all
corporate assets;
4. Court orders and/or proceedings as may be necessary or proper
for the involuntary winding up or dissolution of defendant corporation,
as justice and equity require including, but not limited to, accountings,
equitable liens, constructive and/or resulting trusts, tracing and/or
10 temporary and permanent restraining orders and injunctions;
.
11 ‘5. Any damages, owelty and/or other monetary awards needed to
l2 fairly accomplish the foregoing;
13 6. Attorneys fees and costs of suit herein incurred; and
14 7. Such other and further relief as the Court may deem proper.
15 Dated: December 27, 2005 KCHURCHIE. WEILL. LENAHAR.
'
LEE, SLATER & PEARSE LLP
16
17
18 JEANA B. PIPKIN,RSQ.
Attorney for Defendants/Cross-
19 Deendants, RONALD RABO, MICHAEL
RABO, FREDERICK RABO, MARY ANN
20 RABO SCHWEIGER, SUSAN R. MILLER
21
22
23
24
25
26
27
28
.m
VERIFIED CROSS—COMPLAINT son saggirron AND DISSOLUTION 0F THE
Ul 'd Eati'OH l658-6?V(916) HGIMMOILVN lSl Ndlliz 9002 [Z 090
A & S Legal Service
Butte County #74
309 Wall Street, Chico, CA 95928
(530) 895-8516 - Fax (530) 894-1079
CERTIFICATION
FAX FILING BY AGENCY
In compliance With RULE 2005, FILING THROUGH FAX FILING AGENCY,
subsection (e), CERTI FICATION, this document certies that I, Diane M.
Azevedo, have complied with the rules as stated under RULE 2005 of the
SPECIAL RULES FOR TRIAL COURTS, regarding ling documents by fax and
that the document(s) to be led. Specied in this certification is/are the full and
unaltered facsimile—produced document(s) received by fax. .
Each of the specied document(s) that this certication pertains to are notated
with the phrase “FAX Filing” immediately below the title of the document(s), and
is/are specied as follows:
Case Number: 127180-A
Veried Cross-Complaint for Partition and Dissolution of the Corporation
The document(s) specied in this certication were received from the following
authorizing agency:
McMurchie, Weill, Lenahan, Lee, Slater & Pearse, LLP
1030 15th Street, Ste. 300
Sacramento, CA 95814
I declare under penalty of perjury under the laws of the State of that
the foregoingls true and correct. California
Dated: December 27, 2005
Signature:
Diane M. Azeved
Butte County # 4
Preview
nec‘27 65 03:11p Mcf' ch19 91 "431030 CHARLETON S. PEARSE, SBN 122491 *4 JEANA B. PIPKIN, SBN 208915 McMURCHIE, WEILL, LENAHAN, LEE, 1030 15” Street, Suite 300 Sacramento, CA 95814 Telephone: (916) 443—1030 Facsimile: (916) 443—0869 Attorney for Defendants/Cross-Defendants/Cross-Complainants, RONALD RABO, MICHAEL RABO, FREDERICK RABO, MARY ANN RABO SCHWEIGER, SUSAN R. MILLER summons Issued IN THE SUPERIOR COURT 0F CALIFORNIA IN AND FOR THE COUNTY OF BUTTE EDWARD RICHARD MELINE and CHARLENE Case No. 127180—A FAX F'ng .. M. MELINE, Trustees under the Edward Richard Meline and Charlene M. Meline Revocable Living Trust dated December 30, 1992, 14 Plaintiffs, 15 V. l6 JACK MELINE, SHARON MELINE, DOROTHY MAY RABO, the testate and intestate l7 successors and all persons claiming by, through or under FRED A. RABO, 18 deceased, VIOLET ARLENE MELINE, STEPHEN MELINE, IV, ROBERT J. 19 MELINE, NELDA F. JESSEE, MELANIE G. EDGINGTON, the testate and 2O intestate successors and all persons claiming by, through 0r 21 under DAVID L. MELINE, MELINE & RABO FARMS, INC., a California corporation and DOES l through 20, inclusive, 23 Defendants. 24 STEPHEN MELINE, IV, and ROBERT Case NO. 127180—B 25 MELINE, 26 Cross-Complaintants 27 v. 28 RANDALL C. MELINE and DANIEL P. VERIFIED CROSS-COMPLAINT FOR PARTITION AND DISSOLUTION OF THE av gem-1 mag-amaze) amymlomm 1:91 more 9:302, 15-060 Dem 27 Os 03:11p Mc’"~chie 9] 431030 JEFFERS, Co-Trustees of the Edward Richard Meline and Charlene M. Melina Irrevocable Living Trust b.) Agreement Number Two dated December 30, 1992; JACK MELINE, Trustee of Lo) the Jack Meline Irrevocable Trust dated December 31, 1994; DOROTHY MAY RABO, Trustee of the Fred and Dorothy Rabo 1994 Irrevocable Trust dated December 19, 1994; the successors to Fred Rabo as Co— Trustee of the Fred and Dorothy Rabo 1994 IrreVOCable Trust dated December 19, 1994; NELA-F. JESSEE; MELANIE G. EDGINGTON; RON RABO; MICHAEL RABO; NICK RABO; MARY RABO SCHWEIGER; SUE MILLER, and DOES l through 20, Inclusive, 10 Cross—Defendants. 11 12 RON RABO; MICHAEL RABO; NICK RABO; MARY RABO SCHWEIGER; SUE MILLER, 13 l4 Cross—Complainants, Case No. 127iao-c / V. VERIFIED CROSS-COMPLAINT FOR 15 PARTITION AND DISSOLUTION OF THE EDWARD RICHARD MELINE and‘CHARLENE CORPORATION 16 M. MELINE, Trustees under the Edward . Richard Meline and Charlene M. l7 Meline Revocable Living Trust dated December 30, 1992;JACK MELINE;“ 18 SHARON MELINE; VIOLET ARLENE MELINE,‘ STEPHEN'MELINE IV, ROBERT J. MELINEft l9 NELDA F. JESSEE; MELANIE G. EDGINGTON, the teetate and intestate 2O successors and all persons claiming by, through or under DAVID L. 21 MELINE; MELINE & RABO FARMS, INC., a California Corporation; RANDALL C. 22 MELINE and DANIEL P. JEFFERS, CO- Trustees of the Edward Richard 23 Meline and Charlene M. Meline Irrevocable Living Trust Agreement 24 Number Two dated December 30, 1992; JACK MELINE, Trustee of the Jack 25 Meline Irrevocable Trust dated December 31, 1994; any and all 26 persons unknown claiming any interest in the property; and DOES 27 1 through 100, Inclusive, 28 Cross—Defendants. Q- VERIFIED CROSS-COMPLAINT FOR PARTITION AND DISSOLUTION OF THE ggfl'iN lEES-Btt(9l6) iSl 9003'159TG LC! L1. EGIHNOILVN Wdii Dec‘Z? 0‘5 03:11p Hcl' chie 91_‘431030 Cross-Complainants allege on the basis of their information and belief: GENERAL ALLEGAXIQH 1. For purposes of this Cross-Complaint the parties will be separated into four groups and referenced as the Dick Meline Family, Jack Meline Family, Steve IV Melina Family, and the Rabo Family (hereafter “the Families”). Each above named family owns 25% interest in Meline and Rabo, Inc. (hereafter M&R, Inc.) M&R, Inc. was incorporated in 1980, and prior to that, operations were run under a family’partnership. M&R, Inc. leases property which is owned by the four families for purposes of farming 10 operations. The corporation also owns certain improvements and farm ll equipment which is used to conduct the farming operations. This Cross- 12 Complaint incorporates by reference, the Complaint and CrossTComplaint in 13 civil actions 127180A and 127180B, thus constituting a complete statement l4 of all competing Claims of the Families in all respects. The underlying 15 Complaint and Cross~Complaint are not incorporated as factually correct 16 and/or complete. l7 18 FIRST CAUSE 0P ACTIQE 19 PARTITION 2O 2. The real property subject of this action is located in 21 Butte and Glenn Counties and is generally referred to by the parties as 22 “Adobe.” The property is described as follows and is attached as “Exhibit 23 A" and incorporated by reference: 24 “A tract of land located in Section 31 and 32, Township 20 North, Range l East, and Section 5 and 6, 25 Township l9 North, Range l East, of the Aguas Frias of Rancho, as sectionized by LaCroze, and a par: 26 fractional Sections 6, TOWnship 19 North, Range l East, N‘D.B.&M.,lying in Butte and Glenn COunties, 27 and particularly described as follows: //// 28 -3- VERIFIED CROSS-COMPLAINT FOR PARTITION AND DISSOLUTION OF THE -d gqvz-ON 1568-BVV(9a5) aoimwolivm 131 wdal:a 9005 ~zz-080 Dacia? ds 03:12p Mcl’ chie 91 431030 p.7 Beginning at an iron pipe at the Northwest corner of [—1 Section 31, above mentioned on the line between the Aguas Frias Rancho and the Llano Seco Rancho and running thence South 0 deg- 35' East, 7920.4 feet along the West line of the Aguas Frias Rancho to a corner; thence North 89 deg. 24’ East, 710.6 feet along said Rancho line to an iron pipe at a fence corner; thence leaving said Rancho line South 1 deg. 29' East, 2664.3 feet along the East line of the Southwest quarter of Section 6, Township 19 North, Range 1 East, M.D.B.&M., to the South line of said Section 6; thence North 89 deg; 26' East, 1913.8 feet along the South line of last mentioned Section 6 to an iron pipe set in concrete at the corner on the West line of the Aguas Fries Rancho, common to fractional Sections 6 and.'7 of both Townships 19 North, Rangel East, above mentioned; thence North 89 deg. 13' East, 1912.2 feet along the South line of 10 said Sections 6 and 5 of Aguas Frias Rancho to-the Southwest corner of that portion. of Section 5, 11 Township 19 North, Range 1 East, M.D.B.&M., described in partition deed dated may 26, 1938, and recorded in 12 the Office of the County Recorder of said County of Glenn, June 4, 1938, in Book 105 of Official Records, l3 page 250, executed by Kenyon T. Gregg, et al., to Orlin C. Harter; thence North O deg. 04' East, 5300.8 14 feet along line of said Harter parcel to an iron pipe at a fence corner on the North line of Section 5; 15 thence North 89 deg. 27' East, 856.9 feet along last mentioned line to an iron pipe; thence North 18 deg. 16 32' West, 1928.8 feet to an iron pipe; thence North 5 deg. 20' West, 534.1 feet to an iron pipe; thence l7 North 29 deg. 18' West, 776.2 feet to an iron pipe; thence North 11 deg. 03' West, 754.3 feet to an iron 18 pipe; thence North 22 deg. 48' West, 379.8 feet to an iron pipe; thence North 42 deg. 07' West, 1519.9 feet 19 to a point on the North line of Section 31 above mentioned. being in the center of a county" road: 20 thence South 89 deg. 22' West, 3195.6 feet; along last mentioned section line to the point of 21 beginning. 22 EXCEPTING an undivided 60% of oil, gas and other hydrocarbon.substances underlying the above described 23 land as reserved in the deed from the Dodge Land Company, a corporation, to Dorothy Rabo, et 31., 24 dated April 4, 1946, and recorded April l7, 1946, in Book 192 of Official Records, at page 264. 25 Butte County APN: 38-14-06 26 Glenn County APN: 15-03-02" 27 3. The real property in this case is owned in undivided 25% 28 interests by each family designated above. All of said interests are -4 VERIFIED CROSS—COMPLAINT FOR PARTITION AND DISSOLUTION OF THE L 'd 9??'0H [563-611(916) SGENNOEifN iSi' WdliZ QUUZ '15'350 Dec€27 US 03:12P MC“ materially affected by this action. 4. There are persons unknown who have, claim to have and/or may claim interest(s) in the subject real property described in paragraph 2. Cross-Complainants join,such persons as defendants designated as “all persons unknown claiming an interest in the property.", herein named as CrOSs-Defendants DOES 1 through 100. 5. Cross-Complainants request the subject real property described in paragraph 2 be partitioned by sale in the first instance. Such mode of partition is more equitable in these circumstances than division due 10 to the uniqueness of the subject real property and the location of same. ll Due and to fairly partition by division and/or to satisfy the plethora of l2 remaining interests and division of assets that cannot be accomplished by 13 owelty. In the alternative partition by division is sought. 14 15 SECOQ QAQgE OF ACTIOR l6 INVOLUNTARY DISSOLUTION 0F MELINE AND RABO INQORPORATED 17 18 6. Defendant Meline and Rabo, Inc. is a corporation duly l9 organized and existing under the laws of the State of California. 20 Defendants principle office is located in Butte County, California. 21 7. Defendant is not subject to the Banking Law, Public 22 Utilities Act, Savings and Loan Association Law, or California Insurance 23 Code §§ 1010—1062. 24 B. One or more of plaintiffs are directors and/or shareholders 25 of defendant corporation. 26 9. Disagreement exists among the various factions and/or 27 directors and/or shareholders as to managing the affairs of defendant 28 corporation, such that the business of the corporation can no longer be é. VERIFIED CROSS—COMPLAINT FOR PARTITION AND DISSOLUTION OF THE 8 'd 9??i'0M iSES-BFV(GIB) 301MHOILVN iSl Wdllii 9005 '[Z'Oa Dec? 27 05 03:12p MC” ‘chie p.8 conducted to an advantage. 10. There is internal dissension among and between the directors and/or shareholders. 11. One or more directors, including Edward Richard Melina (Dick Melina) have been guilty of or have knowingly countenanced persistent and pervasivelnismanagement, abuse of authority, persistent unfairnesg towards other shareholders, and corporate property is being and/or has been misapplied or wasted by its directors or officers. Such conduct includes, but is not limited to, a course of dealing between defendant corporation 10 and Dick Meline’s son Randall C. Meline, including R.C. Meline Orchards, 11 Inc., which brings into question the adequacy of payment to defendant 12 corporation for services and materials provided to R.C. Melina Orchards, l3 Inc. Further' misuse or unauthorized. use of significant amounts of l4 corporate funds and/or corporate assets and/or corporate opportunities 15 into other personal accounts has taken place. l6 12. Liquidation is reasonably necessary for the protection of the l7 rights and interests of the shareholders of defendant corporation. 18 Plaintiffs request locating, tracing, and liquidating all assets of and 19 derived from the corporation, enforcement of any equitable or other liens 2O of corporation, valuation and accounting of all assets, and distribution 21 of all proceeds according to ownership and any other legal or equitable 22 principles. 23 WHEREFORE, Cross-Complainants pray for: 24 1 A judgment partitioning by sale the subject real property 25 described in paragraph 2 of this Cross-Complaint, and dividing and 26 distributing of the proceeds thereof and/or for owelty; in the alternative 27 for partition by division; 28 2. The costs of partition, to include attorneys fees, -6- VERIFIED CROSS-COMPLAINT FOR PARTITION AND DISSOLUTION OF THE “A“ mT‘A‘Y 'd 99PL'ON i358-8FF(918) HGIMNOILVN iSl WdllIZ 9005 '16'390 C7 Decrzv 05 03:12p Mc' ~chie 9: 431030 p.10 necessarily incurred by Cross—Complainants for the common benefit in excess of Cross-COmplainants' portional interests; 3. A Court decree winding up and dissolving defendant corporation including, but not limited to finding, determining and/or distributing all corporate assets; 4. Court orders and/or proceedings as may be necessary or proper for the involuntary winding up or dissolution of defendant corporation, as justice and equity require including, but not limited to, accountings, equitable liens, constructive and/or resulting trusts, tracing and/or 10 temporary and permanent restraining orders and injunctions; . 11 ‘5. Any damages, owelty and/or other monetary awards needed to l2 fairly accomplish the foregoing; 13 6. Attorneys fees and costs of suit herein incurred; and 14 7. Such other and further relief as the Court may deem proper. 15 Dated: December 27, 2005 KCHURCHIE. WEILL. LENAHAR. ' LEE, SLATER & PEARSE LLP 16 17 18 JEANA B. PIPKIN,RSQ. Attorney for Defendants/Cross- 19 Deendants, RONALD RABO, MICHAEL RABO, FREDERICK RABO, MARY ANN 20 RABO SCHWEIGER, SUSAN R. MILLER 21 22 23 24 25 26 27 28 .m VERIFIED CROSS—COMPLAINT son saggirron AND DISSOLUTION 0F THE Ul 'd Eati'OH l658-6?V(916) HGIMMOILVN lSl Ndlliz 9002 [Z 090 A & S Legal Service Butte County #74 309 Wall Street, Chico, CA 95928 (530) 895-8516 - Fax (530) 894-1079 CERTIFICATION FAX FILING BY AGENCY In compliance With RULE 2005, FILING THROUGH FAX FILING AGENCY, subsection (e), CERTI FICATION, this document certies that I, Diane M. Azevedo, have complied with the rules as stated under RULE 2005 of the SPECIAL RULES FOR TRIAL COURTS, regarding ling documents by fax and that the document(s) to be led. Specied in this certification is/are the full and unaltered facsimile—produced document(s) received by fax. . Each of the specied document(s) that this certication pertains to are notated with the phrase “FAX Filing” immediately below the title of the document(s), and is/are specied as follows: Case Number: 127180-A Veried Cross-Complaint for Partition and Dissolution of the Corporation The document(s) specied in this certication were received from the following authorizing agency: McMurchie, Weill, Lenahan, Lee, Slater & Pearse, LLP 1030 15th Street, Ste. 300 Sacramento, CA 95814 I declare under penalty of perjury under the laws of the State of that the foregoingls true and correct. California Dated: December 27, 2005 Signature: Diane M. Azeved Butte County # 4