Legislature Confuses Common Law With Equity

• Published date: 14 February 2022
• Subject Matter: Corporate/Commercial Law, Corporate and Company Law
• Law Firm: Allen Matkins Leck Gamble Mallory & Natsis LLP
• Author: Mr Keith P. Bishop

Though never a colony of England, California nonetheless has adopted the Common Law of England as the rule of decision in the state's courts (except when repugnant to, or inconsistent with, the Constitution of the United States, or the Constitution or laws of California). Cal. Civ. Code ' 22.2. See Ahistorical Bedfellows: The California Corporations Code And The Common Law. England also had separate courts of equity and the distinction between law and equity remains important in some contexts. For example, equitable matters are typically determined by the judge and not a jury.

The California legislature seems to have forgotten or ignored the historical differences between law and equity when it enacted the California Revised Uniform Limited Liability Company Act. Corporations Code Section 17703.04(b) begins by providing "A member of a limited liability...