Sam

facts as true. Review of summary judgment rulings requires inferences in favor of the party losing its right to a jury trial. These familiar rules pack a hefty punch here. A Kwan and Sam had worked together on various deals since about 2011. In 2014, they got interested in a parking lot in

2 downtown Los Angeles. They decided to buy it and redevelop it into a restaurant. To proceed with the venture, Sam and Kwan formed a limited liability company. On October 13, 2013, they signed an operating agreement for their new company: Chino Americana Concepts 2013303

LLC.

We refer to Chino Americana Concepts 2013303 LLC simply as 2013 LLC. 2013 LLC had four members. Each member was, individually, also a limited liability company. Some had lengthy but similar names. This makes for a potentially confusing cast, but the cast is vital here: we emphasize it is important to keep these four straight. So we list these four members, give them shorthand names, and note their percentage interest in 2013

LLC:

1. Vibrant Developments LLC (“Vibrant”) owned 49% of 2013 LLC, 2. Chino Americana Concepts CGW LLC (“CGW”) had a 14.78% interest, 3. CAC 600 LLC (“600 LLC”) had a 18.48% interest, and 4.…