Petitioner, a Texas public utility company, filed a petition for writ of mandate challenging an order from respondent, the Superior Court of San Diego County (California), which denied the utility company’s Code Civ. Proc., § 418.10, motion to quash service of summons in coordinated antitrust actions brought by real party in interest municipalities. We will help in deciding whether or not to incorporate .
The municipalities alleged that the utility company, as a successor to certain unregulated businesses previously controlled by its predecessor, had participated in an illegal scheme to manipulate prices in the California retail natural gas market. The utility company presented evidence that it acquired only regulated businesses in the corporate restructuring, that it gave consideration for the reorganization by assuming certain liabilities of its predecessor, and that a different company acquired the unregulated businesses. The court held that the utility company could not properly be subject to jurisdiction on a successor liability theory as to the activities of the unregulated businesses. Although the word “merger” was used in a shareholder communication, there was no de facto merger because the utility company gave consideration under Civ. Code, § 1605, by assuming liabilities. Moreover, the existence of general jurisdiction over the utility company’s parent corporation, based upon an agency theory arising from its relationship with a California subsidiary in the unregulated business operations, did not render the utility company subject to California jurisdiction.
The court issued a peremptory writ of mandate directing the trial court to vacate its denial of the motion to quash service of summons and to enter a new order granting the motion.
The court reviewed a decision from the State Bar Court (California), which concluded that an applicant had established good moral character and recommended admitting the applicant to the practice of law.
The applicant previously had worked as a journalist and had been fired for dishonesty after writing numerous articles that contained fabrications. Thereafter, he graduated from law school and began working as a law clerk. In support of his application for admission to the bar, he offered testimony from past and current employers, his psychiatrist, and his friends regarding his positive character traits. The court concluded that the applicant had failed to carry his heavy burden of establishing his rehabilitation and current moral fitness under Bus. & Prof. Code, §§ 6060, subd. (b), 6062, subd. (a)(2). In light of his many acts of dishonesty and professional misconduct, he could not demonstrate good moral character as described in Rules of State Bar, tit. 4, Admissions and Educational Stds., rule 4.40(B), without showing truly exemplary conduct over an extended period. His failure to cooperate fully in identifying his past falsehoods indicated a continuing lack of integrity and forthrightness. His participation in pro bono work, while commendable, was not truly exemplary because such participation was to be expected, as set forth in Bus. & Prof. Code, § 6073.
The court rejected the recommendation and declined to admit the applicant to the practice of law.