Blue Mountain Enterprises v. Owen CA1/1

I. FACTUAL AND PROCEDURAL BACKGROUND

A. Background Leading to Present Dispute i. The Formation of Blue Mountain Beginning in 1982, Owen founded a series of real estate development and construction businesses. One such business was Blue Mountain Air, Inc., which became a leader in the heating, ventilation, and air conditioning (HVAC) market in Northern California. In late 2010, Owen met with representatives of the Meyer Corporation U.S. (Meyer), a Chinese multinational corporation that was looking for land and development opportunities in California. Owen and Meyer decided to enter into a joint venture by which Meyer would provide the capital and management skills

1All undesignated statutory references are to the Business and Professions Code.

2 necessary to expand Owen’s enterprises and Owen would continue to oversee the growth and expansion of these businesses. The parties agreed to form a new entity named “Blue Mountain Enterprises, LLC.” Over the course of several months, Owen and Meyer negotiated four contracts to formalize the joint venture: a “Contribution Agreement” by which Owen transferred his ownership interest in all of his businesses, described in the…