Gomez

BACKGROUND

Because the parties waived court reporting below, we take the facts from undisputed allegations in the complaint, exhibits admitted at trial, and the trial court’s statement of decision. Baio is a successful restaurateur who operates groups of restaurants under the names “Crème De La Crepe Franchising, Inc.” and “Crème De La Crepe of Westwood, Inc.” In early 2010, Baio formed CDLC Catering, Inc., a venture that would provide catering services for restaurants in the Crème De La Crepe groups. Baio found and leased a location from which to operate CDLC, obtained all necessary equipment, took steps to incorporate the company and was its sole owner. The trial court found Baio did all of this “before he ever met Gomez.” On July 1, 2010, Baio and Gomez executed a one-page agreement that provided in full the following: “Effective July 01, 2010, Clyde Gomez owns 50% of CDLC Catering Inc. Clyde Gomez bought 500 shares out of 1000 shares of CDLC Catering Inc., for $115,000. [¶] The purchase of 500 shares or 50% of CDLC Catering Inc. by Clyde Gomez, includes equipment, furniture and fixtures, inventory, all clienteles, Beer & Wine License and all items and matters related to the…