Park Capital Management, LLC v. Satya Chillara, et al.

Accordingly, Judgment Debtor Sandy Park’s New Claim of Exemption is DENIED.

Judgment Creditor Nancy Kim is to prepare and file the formal order after this hearing.

SO ORDERED. 9:01 2

9:01 3 9:01 4 9:01 5

9:01 6

9:00 25CV477825 American Express National Order on Defendant Christopher 1 Bank Juniel’s Motion to Quash Service of v. Summons Christophe Juniel a.k.a. Christopher Juniel, et al. See Line 1 below for complete tentative ruling.

After the hearing, the Court will prepare and file the formal Order & Judgment.

9:00 22CV402044 Park Capital Management, LLC Order on Plaintiff’s Motion for 2 v. Summary Judgment Satya Chillara, et al. See Line 2 below for complete tentative ruling.

After the hearing, the Court will prepare and file the formal Order.

Line 2 Case Name: Park Capital Management, LLC v. Satya Chillara, et al. Case No.: 22CV402044 Plaintiff Park Capital Management, LLC (“Park Capital”) moves for summary judgment under Code of Civil Procedure Section 437c on the ground that there is no genuine material dispute of fact with respect to the fact that Orchard Yield Funds, LLC is, and always has been, the general partner of Orchard Yield Find I LP. Notice of Motion (the “Motion”) at 1:24-2:1 (filed: Jan. 22, 2026).

The Motion came on for hearing on August 21, 2026, at 9:00 AM in Department 16. After reviewing all the papers and the record, including all the evidence and separate statements and authorities submitted by each party, and giving counsel for all parties the full and fair opportunity to be heard, the Court finds and rules as follows.

Background

Plaintiff Park Capital Management, LLC (“Plaintiff” or “Park Capital”), derivatively on behalf of Orchard Yield Fund I LP (“the Orchard Partnership”), brings this action against defendants Satya Chillara (“Chillara”), Rajs Funds LLC (“Rajs Funds”), and Sunil Dhar (“Dhar”) (collectively, “Defendants”). The Orchard Partnership is named as a nominal defendant.

This is a derivative action for declaratory relief. According to the allegations of the Complaint, on March 25, 2016, general partner Orchard Yield Funds LLC (“Orchard”) and limited partners Chillara, Dhar, and Park Capital (collectively, “Limited Partners”) entered into a limited partnership agreement (“LP Agreement”) to form the Orchard Partnership. (Complaint, ¶¶ 3, 4, 10, 11.) The Orchard Partnership was formed for the sole purpose of investing in Double L Ranches, LLC (“Double L”). (UMFs 1, 11.) Adam McAfee (“McAfee”) teamed up with Chillara to find investors for Double L, to invest via the Orchard Partnership. (UMF 3.) Thereafter, the LP Agreement was entered into.

The LP Agreement states that the only general partner at the time of formation was Orchard and that the general partner may be removed only “‘for cause’” when such cause is “‘reasonably determined in good faith upon the unanimous affirmative vote (called expressly for that purpose) of all the Limited Partners.’” (Complaint, ¶¶ 10, 12 [emphasis original].) On July 14, 2019, Chillara and Dhar called for a meeting to vote on the removal of Orchard as the general partner. (Complaint, ¶ 13.) Park Capital voted against the removal, but Chillara and Dhar purportedly rejected Park Capital’s vote. (Complaint, ¶ 14.) Park Capital contends that the vote to remove Orchard was invalid and emailed Chillara and Dhar to dispute the validity of the vote, and thus, there was no unanimous

affirmative vote by the Limited Partners to remove a general partner, and no vote or discussion on whether Orchard was properly removed for “cause.” (Complaint, ¶¶ 14-15.)

On July 20, 2019, Chillara and Dhar voted to add defendant Rajs Funds as general partner of the Orchard Partnership; however, such a vote required Orchard’s consent, and Park Capital objected to the vote, disputing the validity of the vote to admit Rajs Funds, since Orchard was prevented from voting. (Complaint, ¶¶ 16-17.) Since the votes above, there is uncertainty regarding the leadership of the Orchard Partnership. (Complaint, ¶ 18.) Park Capital believes Orchard is still the lone general partner, and Orchard has continued to: pay for all of the Orchard Partnership’s expenses; prepare all of its accounting records; prepare the work to complete its tax returns; timely filed the tax returns; and prepared and issued Form K-1s to all of its limited partners. (Complaint, ¶ 19.)

Chillara and Dhar, however, have made repeated representations that Rajs Funds is the general partner of the Orchard Partnership. (Complaint, ¶ 20.)

Plaintiff initially filed its complaint on November 17, 2021 with the Superior Court of Alameda County. Thereafter, on July 13, 2022, Plaintiff filed the operative complaint against Chillara, Dhar and Rajs Funds, asserting a single cause of action for declaratory relief to determine who the Orchard Partnership’s general partner is.

On January 22, 2026, Plaintiff filed this Motion for summary judgment of the complaint that is currently before the Court. Defendants oppose the Motion and Plaintiff filed a reply.

I.

Legal Standard

A motion for summary judgment “shall be granted if all the papers submitted show that there is no triable issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.” (Code Civ. Proc., § 437c, subd. (c).)

The “party moving for summary judgment bears an initial burden of production to make a prima facie showing of the nonexistence of any triable issue of material fact[.]” (Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 850 (Aguilar).) “A prima facie showing is one that is sufficient to support the position of the party in question.” (Id. at p. 851.)

If the moving party makes the necessary initial showing, the burden of production shifts to the opposing party to make a prima facie showing of the existence of a triable issue of material fact. (Aguilar, supra, 25 Cal.4th at p. 850.) “There is a triable issue of material fact if, and only if, the evidence would allow a reasonable trier of fact to find the underlying fact in favor of the party opposing the motion in accordance with the applicable standard of proof.” (Ibid.) “[I]f the court concludes that the [opposing party’s] evidence or inferences raise a triable issue of material fact, it must conclude its

consideration and deny the [moving party’s] motion.” (Id. at p. 856.)1

Throughout the process, the trial court “must consider all of the evidence and all of the inferences reasonably drawn therefrom[.]” (Aguilar, supra, 25 Cal.4th at p. 844 [internal quotations omitted].) The moving party’s evidence is strictly construed, while the opposing party’s evidence is liberally construed. (Id. at p. 843.)

Similarly, “[a] party may seek summary adjudication on whether a cause of action, affirmative defense, or punitive damages claim has merit or whether a defendant owed a duty to a plaintiff. ‘A motion for summary adjudication...shall proceed in all procedural respects as a motion for summary judgment.’” (California Bank & Trust v. Lawlor (2013) 222 Cal.App.4th 625, 630 [internal citations omitted].)

II. Request for Judicial Notice

Plaintiff seeks judicial notice of the following documents:

1) Complaint filed with the Superior Court of Alameda on November 17, 2021, case no. 21CV002729 (Ex. 1);

2) Notice of transfer of civil matter filed with the Superior Court of Santa Clara County on August 23, 2022, case no. 22CV402044 (Ex. 2);

3) Articles of Organization of a Limited Liability Company for Double L Ranches, LLC filed with the CA Secretary of State on August 5, 2013. (Ex. 3);

Plaintiff’s request for judicial notice of Exhibits 1 and 2 is GRANTED. (Evid. Code, § 452, subd. (d).) The request for judicial notice of Exhibit 3 is likewise GRANTED. (Evid. Code, § 452, subd. (c).)

III. Declaratory Relief Generally

“Code of Civil Procedure section 1060, which governs actions for declaratory relief, provides: ‘Any person interested under a written instrument ..., or under a contract, or who desires a declaration of his or her rights or duties with respect to another ... may, in cases of actual controversy relating to the legal rights and duties of the respective parties, bring an original action ... for a declaration of his or her rights and duties in the premises, including a determination of any question of construction or validity arising under the instrument or contract.’ ” (California Public Records Research, Inc. v. County of Yolo (2016) 4 Cal.App.5th 150, 185.)

1 See also Birdsall v. Helfet (2025) 113 Cal.App.5th 558, 568 (“The court’s sole function

on a motion for summary judgment is issue-finding, not issue-determination. The judge must simply determine from the evidence submitted whether there is a ‘triable issue as to any material fact.’”)

The sole purpose of this action is to determine who is the general partner of the Orchard Partnership under the LP Agreement.

IV. Removal of General Partner

a. Plaintiff’s Burden

Plaintiff asserts that there is no dispute that Orchard was the general partner of the Orchard Partnership before July 2019. (Motion for Summary Judgment (“Motion”), p. 9:17-18; Opposition, p. 4:4-5.) Plaintiff next contends that the LP Agreement states that the general partner may be removed for cause upon unanimous affirmative vote of all of the Limited Partners. (UMF 103.) The relevant language of the LP Agreement states:

5.6. Removal of General Partner. The General Partner may be removed for cause as reasonably determined in good faith upon the unanimous affirmative Vote (called expressly for that purpose) of all the Limited Partners. For purposes of this Section, “cause” means and is limited to fraud, deceit, and embezzlement. Written notice of the General Partner’s removal shall be served upon the General Partner by certified mail stating the cause thereof. The notice shall set forth the day on which the removal is to be effective, and that date shall not be less than thirty (30) days after the service of notice on the General Partner.

If there is no other remaining General Partner, and the Limited Partners fail to Vote to elect a new General Partner and continue the activities of the Partnership pursuant to Section 2.4 within thirty (30) days after the removal becomes effective, the Partnership shall be dissolved and its business shall be wound up and terminated. Any dispute as to the existence of “cause” shall be resolved pursuant to Section 18.8. Except as provided in this Section 5.66, the General Partner may not be expelled or removed from the Partnership by any means.

(2023 Declaration of McAfee (“2023 McAfee Decl.”), Ex. A, § 5.6 [emphasis original].)2

Plaintiff contends that based on the language of the LP Agreement, two requirements must be met for removal: 1) unanimous vote of all limited partners to remove the general partner; and 2) the existence of good cause for the removal. (UMFs 103-105 [McAfee Decl., Ex A; Solove Decl., Exs. 11-12].) In Chillara and Dhar’s deposition testimony, they each state that they carefully reviewed the LP Agreement and agree that in order to remove a general partner, there needed to be a unanimous, affirmative vote of all the Limited Partners. Additionally, they both state there were no exceptions to the unanimous requirement. (Solove Decl., Ex. 11, pp. 148-171; Ex. 12, pp. 104, 148, 149, 154.)

2 The McAfee Declaration, cited as evidence in the separate statement, was filed on

January 5, 2023 in support of Plaintiff’s opposition to Defendants’ motion for summary judgment. (See e.g., UMF 103.)

Plaintiff next asserts that there is no dispute that the July 2019 vote to remove Orchard was not unanimous, as Chillara and Plaintiff were prevented from voting. (UMF 124.) Plaintiff proffers sufficient evidence that Park Capital and Chillara were not allowed to vote. (See Solove Decl., Ex. 4 [Chillara’s RFA 21].) Plaintiff refers to section 15.4 of the LP Agreement which states that in actions requiring the vote of all Limited Partners, all Limited Partners must be present in person, by telephone, or by proxy and that the LP Agreement does not provide for action to be taken by written vote. (UMF 126.)

Despite this, a voting form was circulated to all Limited Partners except Plaintiff prior to the July 2019 meeting. (UMFs 112, 113.) Plaintiff contends that there are no exceptions in the LP Agreement regarding the unanimous requirement and that California law indicates the LP Agreement is controlling. (UMFs 103, 107; Motion, p. 11:10-12, citing Corp. Code, § 15901.10.) Section 15901.10, subdivision (a) states that a partnership agreement governs relations among the partners, subject to several inapplicable exceptions in subdivision (b). (See Corp.

Code, § 15901.10, subd. (a).)

Finally, Plaintiff also notes that California law permits situations in which a person is both a general partner and a limited partner and has the rights, powers, duties, and obligations provided by section 15900 et seq. and the partnership agreement in both capacities. (Motion, p. 12, fn. 7; Corp. Code, § 15901.13.)

Plaintiff continues, however, that even if the unanimous requirement was met, Orchard was still not voted out because the “for cause” requirement in the LP Agreement was also never met. (Motion, p. 12:9-12.) Plaintiff asserts that the July 2019 meeting minutes state the only alleged causes are as follows: 1) Orchard declined to file a lawsuit against Double L in June 2019; and 2) McAfee’s failure to disclose residual interest in Double L through McAfee farms. (UMFs 110, 114-118.) Plaintiff contends that neither cause has merit.

As to the first cause, Plaintiff states that each Limited Partner signed a subscription agreement acknowledging they had limited rights with respect to management and control of the Orchard Partnership. (UMFs 37-40.) The LP Agreement provided absolute control to the general partner with respect to decision-making over bringing litigation. (UMF 119; LP Agreement, § 5.2.3.) Section 5.1 of the LP Agreement states that “all powers of the Partnership shall be exercised exclusively by or under the direction of the General Partner. . . .”

Section 5.2.3 states that the general partner will “[m]anage, hold, sell, transfer, exchange, pledge, . . . and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to al such asserts including . . . the commencement and settlement or compromise of actions and administrative proceedings with respect to the investments and other similar matters.” (2023 McAfee Decl., Ex. A, §§ 5.1, 5.2.3.) Further, Article 6 of the LP Agreement restricts the Limited Partner’s authority to: take any action that binds the partnership; hold itself out as having the power to bind the partnership; incur any obligation or responsibility on behalf of the partnership; knowingly act in violation of the agreement, etc. (UMF 33; 2023 McAfee Decl., Ex.

A, Art. 6.) Thus, Plaintiff proffers evidence that the LP Agreement does not require the Orchard Partnership to file any lawsuit, even if requested by the Limited Partners.

As for the second cause, defendant Dhar stated in an email to Limited Partners that

“the ‘cause’ is specifically deceit (i.e. knowingly or recklessly misrepresenting facts with the purpose of deceiving LPs).” (Solove Decl., Ex. 14.) The minutes from the July 2019 meet indicate that the second cause was related to a phone call where McAfee stated that his investment interest was in the 12-13% range, “which is material information withheld from the LP investors” and whether this percentage was a “small” investment interest. (UMF 117 [2023 Chillara Decl., Ex. P.)

Plaintiff contends that McAfee made a disclosure to the Limited Partners before they purchased interest in the Orchard Partnership. (Motion, p. 14:18-23.) Plaintiff states that each Limited Partner acknowledged that they had the opportunity to do due diligence before making their investment, had the opportunity to review all books and records they wanted, and represented they consulted with professionals regarding the investment. (UMFs 25, 38, 121, 122, 123.) Further, Park Capital made disclosures of pre-existing residual in Double L through McAfee Farms and therefore, there was no fraud, deceit, or embezzlement. (Motion, p. 15:15-18, citing UMFs 18, 41, 46, 47.) The asserted disclosure states:

One of the General Partners, Park Capital Management LLC, managed by Adam McAfee, owns a small membership interest in the Project Company through a residual interest from Park Capital Management’s 15-year investment in McAfee Farms, LLC, a member of Double L Ranches.

(2023 McAfee Declaration, Ex. D, p. 7; Ex. G, p. 1.)3

Plaintiff concedes, however, that there is a dispute over the meaning of the word “small” in the disclosure and whether 12-13% is, in fact, “small.” (Motion, p. 15:19-25; see Quality Wash Group V v. V Hallak (1996) 50 Cal.App.4th 1687, 1694 [“‘Where the facts are not in dispute, the [interpretation of a written instrument] is one of law.’”][emphasis added].) Plaintiff argues that even with a dispute over the meaning of “small,” it is merely a dispute related to ambiguity and a contractual failure of meeting of the minds but does not rise to fraud, deceit, or embezzlement to support a for cause removal. (Ibid.) While it may be the case that the conduct does not rise to a level of fraud or deceit, this determination must be made by a trier of fact and is therefore not properly decided on a motion for summary judgment. (See e.g., Salazar v. Target Corp. (2022) 83 Cal.App.5th 571, 579.)

Based on the foregoing, and having carefully reviewed all the evidence and the record, the Court finds that there is at least one triable issue of material fact in this action. As a result, the Court need not and does not address Plaintiff’s remaining arguments, and the burden does not shift to Defendants. (See Aguilar, supra, 25 Cal.4th at p. 850 [if there is a single issue that would allow a trier of fact to find in favor of the party opposing the motion in accordance with the appliable standard of proof, the motion must be denied].)

3 This quote appears in Exhibit D to the 2023 McAfee Declaration, which was filed

under seal. However, the exact language quoted above also appears in Exhibit G to the 2023 McAfee Declaration, which was not filed under seal.

Accordingly, Plaintiff’s Motion for Summary Judgment is DENIED.4

Conclusion & Order

For all the reasons explained above, and in the broad exercise of its discretion, the Court DENIES Plaintiff’s Motion for Summary Judgment.

SO ORDERED.

Date: August 21, 2026

Vincent I. Parrett Judge of the Superior Court of California, County of Santa Clara

4 The Court notes for the record that Defendants did not respond to Plaintiff’s separate

statement of undisputed facts, in violation of Code of Civil Procedure section 473c, subdivision (b)(3), which requires opposition papers to include a separate statement that responds to each of the material facts asserted by the moving party. As a result, the Court declines to rule on Defendants’ objections to Plaintiff’s evidence on the ground Defendants failed to comply with California Rules of Court, rule 3.1354, subdivision (b) requiring objections to specific evidence to be referenced by objection number in the right column of the separate statement in opposition. (Demps v.

San Francisco Housing Authority (2007) 149 Cal.App.4th 564, 578 [court must rule on individual objections only when they are in proper form].) Also, the Court declines to rule on Plaintiff’s objections made in reply to Defendants’ opposition as the Court did not reach or rely Defendants’ evidence to resolve this Motion.

17