Thompson

INTRODUCTION

Michael Thompson was the sole owner of 4 River Investments, LLC (collectively, plaintiffs) and Daniel Moon was the sole owner of Green Dream Collective Corp. (collectively, defendants). In April 2018, plaintiffs contracted with defendants to purchase “Green Dream,” a marijuana business in Los Angeles owned by defendants. Plaintiffs asserted that defendants defrauded plaintiffs and breached the sale agreement based on theories that shifted over the course of the case. Initially, plaintiffs alleged that the fraud and breach related to defendants’ collection of rent money from plaintiffs on a sublease while defendants failed to pay rent to the landlord, and defendants’ failure to secure a ten-year extension of the lease for the Green Dream premises. At trial, plaintiffs alleged in part that the sale agreement required defendants to convey to plaintiffs a valid marijuana dispensary retail license, which defendants did not do. After a one-day bench trial, the court found that plaintiffs had not proven their claims and entered judgment for defendants. On appeal, plaintiffs assert that the Green Dream sale agreement implied that a valid retail license was included in the…