Reilly

I.

FACTUAL BACKGROUND

"This case comes to us after the sustaining of a general demurrer; accordingly, the

rule is that we accept as true all the material allegations of the complaint." (Shoemaker v.

Myers (1990) 52 Cal.3d 1, 7.) The pertinent facts alleged in Reilly's complaint are as

follows.

Reilly and Lena Brion agreed to operate Brion Reilly, Inc. (BRI) to provide

architectural and interior design services. Brion owned 51 percent of the shares of BRI

and Reilly owned 49 percent, but they agreed to share BRI's income and profits equally.

After Brion informed Reilly she intended to terminate their business relationship, she

wrongfully excluded him from BRI's premises and misappropriated BRI's assets.

Greenwald, who had been retained to provide legal services to BRI, assisted Brion in her

misconduct.

II.

PROCEDURAL BACKGROUND

A. Reilly's Prior Action Against Greenwald

Reilly filed a prior action against Greenwald, which was the subject of our

decision in Reilly, supra, 196 Cal.App.4th 891. As pertinent to this appeal, we described

the claims in the prior action as follows:

2 "In August 2009 Reilly filed an amended complaint . . .…