Alleged Corporate Murder Merits A Jury Trial

• Published date: 08 September 2022
• Subject Matter: Corporate/Commercial Law, Litigation, Mediation & Arbitration, Corporate and Company Law, Trials & Appeals & Compensation
• Law Firm: Allen Matkins Leck Gamble Mallory & Natsis LLP
• Author: Mr Keith P. Bishop

"Murder most foul, as in the best it is.
But this most foul, strange and unnatural."*

The California Constitution declares that trial by jury is an "inviolate right" that "shall be secured to all". Cal. Const. Art. I,'16. Despite this expansive language, this right in the civil context is generally limited to cases in which the "gist" of the action is legal. If the "gist" is equitable, there is generally no right to a jury. Thus, a party's right to a trial by jury depends upon the court's view of the "gist" of the action.

"Business is business, and it's a murder most foul"**

Drawing the line between legal and equitable actions becomes a bit more complicated when fiduciaries are involved. InZF Micro Solutions, Inc. v. TAT Capital Partners, Ltd., 2022 WL 4090879, the cross-complainant alleged that "TAT Capital Partners, Ltd., murdered its [the cross-complainant's] predecessor by inserting a board member who poisoned it". The trial court decided that there was no right to a jury trial and the cross-complainant appealed. Writing for the court, Justice William W. Bedsworth found that the "gist" of the claim was for compensatory damages for the "murder" of the predecessor corporation and that there were no competing equities to be weighed. Thus, the trial court erred in denying a jury trial.

The Court's holding creates an interesting puzzle. In Rankin v. Frebank, 47 Cal. App. 3d 75, 121 Cal. Rptr. 348 (1975), the California Court of Appeal held that there is no right to a jury trial in a...