Sirott

I.

FACTUAL AND PROCEDURAL

BACKGROUND

The underlying facts are taken from the third amended complaint, as well as the trial court’s factual findings in ruling on a cause of action for reformation that was already tried. Matthew Sirott (Sirott), Robles, and Patel are all medical doctors. In 2007, Sirott and Patel formed Taylor LLC, in which they each had a

2 percent membership interest. Until 2019, Taylor LLC was the sole owner of a Pleasant Hill office building in which Sirott, Robles, and Patel practiced. Patel is also a member of EBO, a different limited liability company. He has a 50 percent interest in EBO, as does the other owner, John Ganey. Patel and Ganey belong to the same medical practice, East Bay Medical Oncology/Hematology Medical Associates, Inc. (EBMOH). In 2008, Sirott, Robles, and Patel executed an operating agreement listing Taylor LLC’s members as EBO (50 percent), Sirott (25 percent), and Robles (25 percent). The following year, Sirott transferred his interest in Taylor LLC to his family trust, of which his wife Arlene Sirott is a co-trustee.2 In fall 2016, Patel proposed to Taylor LLC and Sirott that EBMOH lease a vacant space in the medical building.…