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 company shall be subject to liability under the common law governing alter ego liability . . .". The problem with this provision is that alter ego is an equitable, not common law, doctrine. See Alexander v. Abbey of Chimes, 104 Cal. App. 3d 39, 48, 163 Cal. Rptr. 377, 381, (1980) ("When considering the application of the alter ego doctrine to a particular situation, it must be remembered that it is an equitable doctrine . . .").
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
