Pacific Coast Build. Products v. Camellia Valley Supply CA3

FACTS AND PROCEEDINGS

Camellia Valley Supply, Inc. filed its articles of incorporation on April 2, 1974. According to those articles, Camellia Valley’s purpose was “[p]rimarily to engage in the specific business of supplying all types of pipe to contracting firms,” and “[t]o engage generally in the wholesale and retail sale and business of purchasing and re-selling water pipe, sewer pipe, drain pipe, and all related supplies and to construct, alter, repair, move, all types of pipe, both cast-iron, plastic and/or terra cotta to be used for the construction

2 of underground systems, for subdivisions, and buildings of all types including the manufacture thereof.” On October 1, 1981, Camellia Valley sold its assets and all rights to the trade name “Camellia Valley Supply” to Pacific Coast pursuant to the terms and conditions of the Agreement. David Lucchetti, President and CEO of Pacific Coast, negotiated and signed the Agreement on behalf of Pacific Coast. Directors Charles Vincent (deceased at the time of trial) and Tom Spinella (also believed to be deceased at the time of trial) signed on behalf of Camellia Valley. Paragraph 10 of the Agreement was entitled “Indemnity.”…