Zhou

FACTS AND PROCEEDINGS

Plaintiff’s Complaint We summarize the allegations in plaintiff’s complaint, which she filed on November 10, 2022. Hotel Winters was created to raise funds to build a hotel and, upon completion of the hotel, to distribute its profits among the company’s members. Hotel Winters had two classes of membership, A and B. Class A members were the company’s main operators. They were required to contribute $1 million to the company and would be responsible for contributing any additional required funds, and were entitled to a 40 percent return on the company’s profits. Class B members held 70 percent of the equity in the company, and were entitled to a fixed 60 percent profit return and an 8 percent annual return on their investment. Class B investment was capped at $2.4 million. In July 2016, plaintiff signed an operating agreement and a subscription agreement, which provided that in return for her $500,000 investment as a Class B member, she would receive 14.07 percent ownership of the company, a fixed 12.5 percent profit return, and an 8 percent annual preferred return. The operating agreement

1 Further undesignated statutory references are to the Code of Civil…