Birnbaum

facts properly pleaded. Accordingly, we draw the facts, which we accept as true, from Birnbaum’s complaint and also any facts of which we may take judicial notice. (Gervase v. Superior Court (1995) 31 Cal.App.4th 1218, 1224; see also McCall v. PacifiCare of Cal., Inc. (2001) 25 Cal.4th 412, 415; Blank v. Kirwan (1985) 39 Cal.3d 311, 318.) We do not, however, accept the truth of contentions or conclusions of fact or law. (Blank v. Kirwan, at p. 318.) To the extent factual allegations conflict with the content of exhibits to the complaint, we rely on, and accept as true, the contents of the exhibits and treat as surplusage allegations as to the legal effect of the exhibits. (Barnett v. Fireman’s Fund Ins. Co. (2001) 90 Cal.App.4th 500, 505.)

2 a. Birnbaum’s Agreements with Medical Group Birnbaum is board certified in anesthesiology. He has been practicing medicine since 1991. Birnbaum first contracted with Medical Group in March 2008.1 He signed two contracts. (1). Partnership Offer Medical Group and Birnbaum executed a “partnership offer” (Offer). Pursuant to the Offer, Birnbaum would be “evaluated for a two-year probation period,” with an annual contract renewal. At the…