Mt. Diablo Investment Group v. South Bay Real Estate Commerce Group CA1/4

I. BACKGROUND

This case has a tangled procedural history spanning many years. We begin with an explanation of that history as relevant to this appeal. In a second amended complaint filed in 2016 in San Mateo County Superior Court, MDIG brought direct claims for breach of contract and accounting, as well as shareholder derivative claims on behalf of nominal defendants Loanvest IX, L.P. and Loanvest XII, L.P. (collectively, Loanvest entities) for negligence, breach of fiduciary duty, breach of contract and accounting, all brought against the South Bay defendants regarding their management of the Loanvest entities. A. The Settlement Agreement and Addendum In November 2016, MDIG and the South Bay defendants entered into a written settlement agreement, mutual dismissal and mutual release resolving their dispute (settlement agreement), and 10 days later, they entered into an addendum. Among other things, the settlement agreement and addendum require the South Bay defendants to make installment payments over 24 months to MDIG totaling $450,000. The settlement agreement states, “Within 5 business days of the first installment payment . . . , MDIG will prepare and provide, via email to…