In re Torres

FACTUAL BACKGROUND

Katherine L. Torres ("Ms. Torres") formed Le Pop Shop, LLC, a California limited liability company ("Le Pop Shop"), on March 8, 2013. 1 Le Pop Shop was engaged in the business of owning and operating a bakery manufacturing and selling *892 (both locally and across state lines) French-style cookies known as macarons. 2 Ms. Torres was Le Pop Shop's sole member. In May 2015 a First Amended Operating Agreement of Le Pop Shop, LLC (the "Amended Operating Agreement") was drawn up, admitting new members Michael Roennau ("Mr. Roennau") and Sevilla Alexander. Mr. Roennau made a $125,000 capital contribution in exchange for a 25 percent interest in Le Pop Shop. Subsequently, he loaned an additional $103,784.93 to Le Pop Shop and obtained Ms. Torres's personal guaranty.

Ms. Torres was primarily responsible for opening and operating Le Pop Shop, utilizing bakery designs and recipes that she contributed to Le Pop Shop. She was also responsible for maintaining Le Pop Shop's financial records.

Le Pop Shop failed to open a retail location in San Clemente, leading to a dispute between Mr. Roennau and Ms. Torres. 5 In addition, there was a dispute over Le Pop Shop's…