Venturi & Co. LLC v. Pacific Malibu Development Corp.

Venturi & Company LLC appeals from the judgment dismissing its complaint after the court entered summary judgment for respondents Pacific Malibu Development Corporation and Hermitage Estates Limited. Respondents cross-appeal from the court’s order denying them their attorney fees. We reverse the order granting summary judgment, dismiss the cross-appeal for attorney fees as moot, and remand for further proceedings.

FACTS AND PROCEEDINGS

In June 2003, appellant Venturi & Company LLC and respondents Pacific Malibu Development Corporation and Hermitage Estates entered into a contract involving development of a high-end resort on undeveloped property on the Bahamian island of Little Exuma. Under the contract, appellant agreed to serve as a financial advisor and find financing for the Little Exuma project through a private placement of equity, preferred stock, debt securities, or a combination of those financial instruments, which collectively the contract called “Securities.” The contract described appellant’s services for respondents as follows: “In connection with its engagement hereunder, [appellant] shall: [f] a. review the proposed development costs, business operations…