Tri Citrus v. Euclid GP Partners CA2/5

I. BACKGROUND1

A. The Parties’ Partnership Agreement and Tri Citrus’s Complaint In 2005, Tri Citrus, Euclid GP Partners, LLC (Euclid), and nonparty Euclid Holdings LLC entered into an agreement creating a limited partnership, Euclid Leasing Partners, L.P. (the partnership). The primary purpose of the partnership was to acquire an agricultural packing facility from Tri Citrus and then

1 Our factual recitation is drawn from the complaint’s allegations, the parties’ partnership agreement which was attached as an exhibit to the complaint, and public records judicially noticed by the trial court. (See generally Yvanova v. New Century Mortgage Corp. (2016) 62 Cal.4th 919, 924 & fn. 1 (Yvanova).)

2 lease the facility to a third party whose operations would generate income for the partnership. The partnership agreement designated Euclid as the sole general partner. Under the terms of the agreement, the general partner was required to keep “proper books of account.” In addition, the partners were entitled to access the partnership’s books at any time and a full and accurate accounting of the partnership’s affairs was to be made at the conclusion of each fiscal year. Eight years…