Latest Case This Week: Constellation-F, LLC v. World Trading 23, Inc. (Cal. Ct. App.)

The Investors’ Control of Their Investment Advisers. Who Has the Final Word?

TAMAR FRANKEL

BU Law emerita professor Tamar Frankel discusses an emerging issue affecting financial advisers—when a client may exercise control over the actions of the adviser. Frankel relates the story of an investment adviser that did not follow the client’s orders to cease certain investments, at a cost of almost $5 million to the client. As Frankel explains, the Securities and Exchange Commission (SEC) got involved, resulting in the investment adviser’s settlement for a significant payment to the client and other conditions.

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Constellation-F, LLC v. World Trading 23, Inc.

Court: California Courts of Appeal

Dockets: B293033(Second Appellate District) , B293883(Second Appellate District)

Opinion Date: February 7, 2020

Judge: Wiley

Areas of Law: Landlord - Tenant, Real Estate & Property Law

This case arose when Constellation filed an unlawful detainer action against World Trading, which Constellation then converted to a damages action against World Trading and World Tech Toys for breach of contract. Constellation sought damages for past-due rent, late fees, interest, failure to maintain and repair, costs incurred by not being able to use the premises, and holdover rent. The Court of Appeal held that the trial court erred by ruling that the commercial holdover provision was an unlawful penalty. Rather, the commercial holdover provision was valid and Constellation was entitled to enforce it against World Trading. The court upheld the trial court's finding that World Tech was not jointly and severally liable as an alter ego of World Trade and remanded Constellation's estoppel and agency arguments for the trial court to decide. The court directed the trial court to include the $1,000 sanctions in the final judgment. The court otherwise affirmed the judgment and dismissed World Trading and World Tech's cross-appeal.