Milano

BACKGROUND

Edelson entered into a stock purchase agreement (the agreement) to sell a restaurant, El Cid Los Angeles, Inc., to Milano. Milano filed an action for specific performance after the sale did not close. On October 25, 2011, following a bench trial, the court issued a judgment in favor of Milano granting specific performance of the agreement effective January 2, 2012. The trial court retained “jurisdiction over the parties following entry of judgment to ensure the orderly closing of escrow, to enforce the terms of the Agreement and/or the Lease and to adjudicate any disputes between the parties in connection with the Agreement.” Edelson filed a notice of appeal from the judgment on December 16, 2011.

1 We grant Edelson’s motion for judicial notice of the record and opinion filed in the prior appeal in this action. (Milano v. Edelson (Apr. 13, 2013, B237971 [nonpub. opn.].) 2 On July 2, 2012, counsel for Milano, in a letter to counsel for Edelson, made a demand for indemnity under Section 16.1 of the agreement. According to the letter, Edelson did not disclose any liabilities at the closing of the agreement on January 3, 2012, did not deliver financial records prior to…