Gabrielsen

After a court trial, judgment was entered for respondent First N.B.S. Corporation on its complaint for breach of contract, specific performance, and injunctive relief against appellant Donlon H. Gabrielsen. He appeals, contending that the trial court erred when it found that option provisions in two limited partnership agreements were not subject to specific performance. Because we find that Gabrielsen is collaterally estopped to challenge the trial court’s resolution of this matter as a result of a San Francisco judgment, we affirm this Marin County judgment.

I. Facts

The facts of this case are complex and arise from two separate actions. Appellant Gabrielsen was an employee, director, and shareholder of respondent First N.B.S. Corporation and its predecessor N.B.S. Corporation. As a shareholder-employee of First N.B.S., he was subject to a stock purchase agreement giving First N.B.S. an option to purchase his shares of First N.B.S. stock on termination of his employment. Also as a result of his association with First N.B.S., he was given an opportunity to purchase interests in various limited partnerships. Gabrielsen did purchase interests in N.B.S. Ill and Windward…