Via Appia v. Marcus & Millichap Real Estate Investment etc. CA5

FACTS

In 2005, Via Appia, acquired an undivided one-third interest in a 786-acre parcel located on Highway 49 North in Mariposa and known as APN 012-120-007 (the Property). Via Appia has only two members, Frank Berlogar and Pete Ruggeri. Berlogar is the managing member. Berlogar, a geotechnical engineer, and Ruggeri, a civil engineer, have substantial experience in real estate matters, including large parcels like the Property.

2. Defendant OP Development, Inc. (OPD) acquired the remaining two-thirds interest in the Property pursuant to a grant deed recorded in early 2006. Defendant Gregory Opinski is the president of OPD OPD also owns a 200-acre parcel known as APN 012-140-013, which is adjacent to the Property (Adjacent Property). Via Appia and OPD agreed that the Property had a substantial upside for development and agreed to jointly work towards obtaining entitlements that would increase its value. Starting in 2006, they took steps toward that goal, including retaining a land use attorney, hiring a biologist, working with a local engineering and land use planning firm, preparing conceptual plans, retaining a water drilling company to drill wells to determine if the site was…