Chestnut Westside v. Amazon Energy CA5

BACKGROUND

Chestnut’s “affiliates” sought to develop “approximately 20,000 acres” into a “solar photovoltaic park[.]” Amazon agreed to purchase the energy produced by Chestnut, and Chestnut in turn intended to use the agreement to “obtain[] the financing necessary to build[.]” Unable to secure financing, Chestnut and Amazon negotiated amended terms and conditions. According to Chestnut, “Amazon ultimately refused to agree to economically feasible amended terms and also refused to terminate the agreements[.]” Chestnut then “sold all its tangible and intangible assets” to essentially, and informally, exit the contract. After Chestnut informed Amazon it had sold its assets, Amazon accused—by letter—Chestnut “of events of default and material breaches[.]” Amazon subsequently withdrew $24,000,000 in “cash collateral” Chestnut had “posted with” a bank to underwrite the agreement. Ultimately, Chestnut sued Amazon, here in California, for “conversion,” violating “Business and Professions Code [s]ection 17200,” and declaratory relief, alleging the

1 Chestnut Westside and Westlands Solar Blue are distinct—but related—projects and LLCs but we refer to them collectively for convenience and…