Sump

I. BACKGROUND

Because the trial court granted summary judgment based on the inadequacy of Sump’s pleadings, we draw the facts recounted below primarily from the complaint, treating its allegations as true and liberally construing them. (American Airlines, Inc. v. County of San Mateo (1996) 12 Cal.4th 1110, 1118; Prue v. Brad Co./San Diego, Inc. (2015) 242 Cal.App.4th 1367, 1376.) A. Planning for the Cannabis Enterprise In the summer of 2017, Sump, Ready, Vitale, and a fourth individual decided to form a partnership and create an integrated cannabis enterprise. To facilitate this business, they created entities to manufacture cannabis, to distribute it, and to own the property where the manufacturing and distribution operations would be based. 1. R&V Consulting, Inc. In September 2017, R&V Consulting, Inc. (R&V) was incorporated. R&V was to provide “cannabis consulting focused on the creation and licensing of [a] suite of cannabis related businesses.” Ready and Vitale each initially owned approximately

2 25 percent of R&V, and Sump 17 percent, but these percentages later decreased slightly when relatives of Ready loaned R&V money. The voting interests of Ready, Vitale, and Sump…