Pacific Carpets v. 2525 Main Apartment CA4/3

STATEMENT OF FACTS

I.

THE SUBCONTRACT AGREEMENT

In October 2019, the Corporation entered into a subcontract agreement with 2525 Main to furnish and install flooring and countertops for an apartment building (the Project). At the time, the Corporation held a contractor’s license issued by the California Contractors State License Board (CSLB).

II.

CORPORATE CONVERSION OF THE LLC’S PREDECESSOR

In December 2020, the Corporation began the process of converting to a limited liability company by filing a conversion form with the California Secretary of State. In January 2021, a Delaware limited liability company was formed. A few days later, a California limited liability company filed a “Certificate of Conversion” with the California Secretary of State. As a result, the California limited liability company converted to a Delaware limited liability company—the LLC in the instant action. The LLC retained the same federal employer identification number as the Corporation, and Clint Walker served as the responsible managing officer of both entities.

III.

THE LLC’S LICENSE

On February 1, 2021, the LLC began its work on the Project. About a week later, the LLC’s controller…