Billuni

FACTS

Although the court entered judgment after a bench trial, the resolution of the pertinent issues was not based on factual determinations going to the merits of plaintiffs’ allegations. Thus, our statement of facts is primarily concerned with undisputed background material (the parties helpfully stipulated to many of these facts before trial), the allegations made by plaintiffs in their operative pleading, and the procedural history of both this case and the arbitration between the parties. We will describe additional evidentiary material in the discussion section as necessary to resolve specific issues.

1 Actually, the parties’ shares were owned by family trusts for which the parties served as trustees, but for the sake of simplicity we ignore this inconsequential aspect of the case. 2 There were other defendants and causes of action, but plaintiffs appeal only aspects of the judgment pertaining to Myers and Barker.

2 The Dealership Garrick Motors, Inc., is a franchised Toyota and Scion dealership doing business as Toyota of Escondido (the Dealership). Billuni ascended to general manager of the Dealership in 1991 and filled this position until his resignation on October 8,…