Dorian

I. BACKGROUND

A. The Briand Lots and Bankruptcy In 2006, Michael Dorian formed Briand, which bought two lots in San José (the Briand Lots or Lots.) Briand failed to develop the Lots successfully, and in January 2016, it filed for bankruptcy, which in July 2016 was converted into a Chapter 7 liquidation. A bankruptcy trustee (Kari Bowyer) was appointed, and in November 2016 she sold the Briand Lots to SJT, a limited liability corporation with three members—the family trusts of Kamrin, Bock, and Robert Johnston—which owned lots next to the Briand Lots. SJT paid $3.64 million for the Briand Lots. Most of this amount was used to satisfy Briand’s debts, but approximately $800,000 was distributed to Dorian.

2 B. The Agreements Concerning the Briand Lots There were four agreements concerning the Briand Lots. The agreements had different though overlapping parties, and, even more importantly, different terms. 1. The Preliminary Agreement The first agreement was in May 2016, and it was between Briand (with Dorian signing on its behalf), Kamrin and Johnson (the Preliminary Agreement). The Preliminary Agreement, which was handwritten, stated that an investor group including Johnston, Bock,…