Sohmer

BACKGROUND

I. The parties

Urich owned and operated a successful restaurant called On The Thirty, Inc. (OTT). Urich and Kerwin have been good friends for many years. Kerwin and Timothy Licata, aka Kirin Stone, were good friends and partners in the construction business. Kerwin introduced Licata to Urich more than 15 years ago. Kerwin had been good friends with plaintiff’s father for about 10 years when, in 2014, the father asked Kerwin to mentor his 22-year-old son during plaintiff’s breaks from college in Paris.

1All further statutory references are to the Corporations Code, unless otherwise noted.

2 Kerwin agreed and he and plaintiff instantly became “great friends.” Plaintiff was introduced to Urich. Kerwin and plaintiff met daily in a private dining room at the back of OTT, which they used as their office. OTT issued plaintiff two paychecks, although he did nothing in exchange for that money. Licata frequented OTT and became friendly with plaintiff.

II. OTT2

Urich and Kerwin wanted to open a second restaurant. Urich filed articles of incorporation for OTT2 in November 2014, authorizing the issuance of 10,000 shares of common stock. He and Kerwin prepared by-laws and…