Rossetto

Gary Rossetto, James T. Walch, Amy K. Walch (hereinafter respondents), and Oscar Bazan entered into a "Memorandum of Agreement Between Tenants In Common" (hereinafter 1985 Agreement) on November 11, 1985, respecting the purchase on that date of property at 2411 Carlmont Drive in Belmont, California as tenants in common. The term of the agreement was three years, subject to sooner termination or renewal by consent of all parties. The purpose was "to set forth the respective rights, duties and obligations of the Parties concerning the operation and management of the Property for their mutual benefit and to do all things related to, incidental to, or in furtherance thereof."

Paragraph 2.02 of the 1985 Agreement stated that so long as the property was "occupied" by Bazan, he would "timely pay all obligations on the first note and deed of trust, association fees, insurance and maintenance," and that if Bazan did not occupy the property, he would still be responsible for such obligations. Paragraph 2.02 further declared that the "monthly profit or loss from the rental of said Property" (italics added) would be Bazan's "exclusively." Paragraph 4.01 required unanimous consent…