Lillibridge

facts alleged in the complaint, together with facts that may be inferred from those

expressly alleged. (Barnett v. Fireman's Fund Ins. Co. (2001) 90 Cal.App.4th 500, 504-

505.) However, we do not accept the truth of contentions or conclusions of fact or law.

(Blank v. Kirwan (1985) 39 Cal.3d 311, 318.) Furthermore, as we stated in Barnett, "to

the extent the factual allegations conflict with the content of the exhibits to the complaint,

we rely on and accept as true the contents of the exhibits and treat as surplusage the

pleader's allegations as to the legal effect of the exhibits." (Barnett, at p. 505.)

Since 2002, Lillibridge has been the sole shareholder, officer, and director of

American Motorhead, Inc. (AM) and its predecessor or affiliated corporations (apparently

2 American Passion, Inc. (API) and Harley's House of Harleys, Inc. (HHH)). Prior to

September 2003, Lillibridge also controlled HHH Staffing, Inc. (HSI), a wholly owned

subsidiary of HHH, and Spectrum Enterprises, LLC (SE), a wholly owned subsidiary of

HSI.1 Kennington was Lillibridge's financial consultant and the sole manager of SE.

In 2002, Lillibridge owned a residential…