Delicious Foods v. Wildwood Packing and Cooling CA5

FACTS AND PROCEDURAL HISTORY

I. Background Facts

The following background facts are derived from the third amended complaint (“TAC”), which is challenging to read. Additionally, many of Delicious Foods’ factual assertions in its opening brief lack citations to the record, which impedes our review. (See Air Couriers Internat. v. Employment Development Dept. (2007) 150 Cal.App.4th 923, 928 [we have no duty to search through record unassisted for evidence]; see Cal. Rules of Court, rule 8.204(a)(1)(C) [each factual assertion in an appellate brief must be supported by a citation to the record].) Despite these issues, we have endeavored to interpret the TAC as accurately as possible. A. Sunsweet and the Operating Agreement Sunsweet was formed in January 2010 by three members—Delicious Foods, Wildwood, and Michael Bujulian—to collectively market and sell stone fruit under the “Sunsweet” or “Sunsweet Fresh” name. The members signed an operating agreement that month. Shortly after, the members expanded Sunsweet’s operations to include citrus.

3. The members executed a first amended and restated operating agreement (“the agreement”) in January 2011 reflecting this change. The…