Russo
Russo v. Andrews CA1/5
Opinion
Opinion
BACKGROUND
We provide an overview here, and additional detail as germane to the discussion of the parties’ claims. We recite the evidence in the light most favorable to the judgment. (Cassim v. Allstate Ins. Co. (2004) 33 Cal.4th 780, 787.) Yarbrough began a real estate development venture with Andrews in the 1990s. Later, Stroud joined their team. The three men had an informal and collaborative relationship, and a “prosperous track record.” In 2001, Yarbrough and defendants formed ASB I. Shortly thereafter, they formed ASB II. In 2002, Yarbrough and defendants were sole members and managers of the companies. The companies’ goal was to purchase land, entitle it for residential development, and sell lots to home builders. Operating agreements governed the companies. Under those agreements, Yarbrough contributed the necessary capital up to a specified cap. He owned 50 percent of the companies. Defendants — experienced real estate developers — provided the “sweat equity.” They were responsible for the companies’ day-to-day operations. Defendants shared ownership of the remaining 50 percent of the companies. Yarbrough received profit distributions — comprised of a return of his…