SP Investment Fund I v. Walsh CA2/5

I. BACKGROUND

A. SPI and Levinson Enter into a Purchase Agreement

Gil Seton Jr. (Seton) is a principal of plaintiff and appellant SP Investment Fund I, LLC (SPI). In early June 2013, Seton, on SPI’s behalf, sent defendant and respondent Fred Levinson (Levinson) a letter enclosing a form purchase and sale agreement (the purchase agreement) to buy Levinson’s interest in Colonial Oaks Limited Partnership (Colonial Oaks) for $55,000.1 The purchase agreement was drafted by SPI. Levinson, at the time, held a 12% limited partnership interest in Colonial Oaks. Levinson signed the purchase agreement on June 10, 2013, and SPI sent Levinson a check for $55,000, which he deposited.

1 Levinson died during the pendency of the litigation, and Patrick Walsh, in his capacity as executor of Levinson’s estate, was substituted in his place. For the sake of simplicity, we refer to Levinson and his estate as Levinson throughout the opinion.

2 1. The terms of the purchase agreement At the outset, the purchase agreement states, “[Levinson] agrees to sell to [SPI] and [SPI] agrees to purchase from [Levinson] the Partnership Interest,” which it defines as “All of [Levinson’s] Rights and Claims…