Innovations Health Systems v. Superior Court CA1/5

I. BACKGROUND

A. Facts2 In 2015, Parkin and his former business partner formed City Health, which operated two urgent care facilities in San Leandro and Oakland. In May 2018, Parkin, who wanted to replace his former business partner, was introduced to Ken McGuire and Dan Niccum, the owners of Innovations. A few months later, Dr. Brad Piatt became Parkin’s new business partner and a 51% owner of City Health.

1 While we do not typically review rulings on the pleadings by

extraordinary writ (Babb v. Superior Court (1971) 3 Cal.3d 841, 851; James W. v. Superior Court (1993) 17 Cal.App.4th 246, 252–253), writ review of a ruling that precludes a party from pleading its case is appropriate to avoid a reversal on appeal, followed by a second trial (Taylor v. Superior Court (1979) 24 Cal.3d 890, 894; Barrett v. Superior Court (1990) 222 Cal.App.3d 1176, 1183). 2 The facts are taken from the SAC.

2 Around “the last quarter of 2018,” Innovations entered into a management services agreement (MSA) with City Health.3 Under the MSA, Innovations “would invest in [City Health] and provide management services to [City Health] in exchange for return on its investment and payment for its…