BPF Acquisition Co Series 7, LLC v. VS Mass SMART TPD 1, LLC

Case Number

Case Type Civil Law & Motion Hearing Date / Time Fri, 09/04/2026 - 10:00 Nature of Proceedings Petition to Confirm Arbitration Award Tentative Ruling For all reasons set forth herein, the petition of BPF Acquisition Co Series 7, LLC, to confirm arbitration award is continued to November 20, 2026. On or before October 16, 2026, petitioner shall serve respondent VS Mass SMART TPD 1, LLC, with this order and all other filings in this action as set forth in this ruling, and file a proof of service.

Background: On March 27, 2026, petitioner BPF Acquisition Co Series 7, LLC (BPF), initiated this action by filing a petition to confirm an arbitration award in favor of BPF and against respondent VS Mass SMART TPD 1, LLC (VS Mass). (Pet., P. 1.) There has been no response or opposition to this petition, or any appearance by VS Mass.

As alleged, the parties entered into an agreement containing an arbitration clause on November 25, 2019 (MIPA), which is attached to the petition as Attachment 4(b). (Pet., P. 4 & Attach. 4(b).) As alleged, paragraph 12(g) of the MIPA states: "Any dispute not resolved through good-faith negotiations under Section 12(f) must be submitted to binding arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association in Santa Barbara, California. The arbitrator's decision is final and binding." (Pet., P. 4(c).)

The underlying dispute is described in the petition as follows: "On or about November 25, 2019, Respondent as Purchaser, Fort Pond Road Solar, LLC, as the Company, and Petitioner as Seller, entered into the Membership Interest Purchase Agreement (the 'MIPA'). The MIPA specified a purchase price of $4,327,960.00, payable in four installments, and subject to certain adjustments. A dispute arose as to the purchase price owed to Petitioner." (Pet., P. 5.)

As alleged, an arbitration was held in Santa Barbara on July 15, 2025. (Pet., P. 7.) On August 15, 2025, a final arbitration award (Award) was issued that requires VS Mass to pay BPF $1,290,930.14. (Pet., P. 8.) The Award is attached to the petition as Attachment 8(c). (Pet., P. 8 & Attach. 8(c).)

Analysis: "A copy of the petition and a written notice of the time and place of the hearing thereof and any other papers upon which the petition is based shall be served in the manner provided in the arbitration agreement for the service of such petition and notice." (Code Civ. Proc., Sec. 1290.4, subd. (a).)

Under the MIPA: "Notices. All notices, reports, records or other communications that are required or permitted to be given to the Parties under this Agreement shall be sufficient in all respects if given in writing and delivered in person, by electronic mail, by overnight courier or by registered or certified mail, postage prepaid, return receipt requested, to the receiving Party at the following address or such other address as such Party may have given to the other Parties by notice pursuant to this section: "If to the Seller: Blue Planet Funding Attn: Kevin Adler 311 West 43rd Street; 12th Floor New York, NY 10036 Tel: 917-640-7264 Email: kadler@blueplanetfunding.com "If to the Purchaser: VS Mass SMART TPD 1, LLC 24941 Dana Point Harbor Drive, Suite C-220 Dana Point, CA 92629 Attn: Mark Milius Tel: (949) 636 - 0599 Email: mark@valtaenergy.com "Notice shall be deemed given on (i) the date such notice is personally delivered, (ii) three (3) days after the mailing if sent by certified or registered mail with return receipt, or (iii) one Business Day after the date of delivery to the overnight courier if sent by overnight courier." (MIPA, P. 12(o) [p. 28.].)

According to the Award, VS Mass' "principal counsel in this matter is as follows: "David Dunlap Jones Law Firm of David Dunlap Jones, PLC 250 El Camino Real Suite 101 Tustin, CA 92780 (714)730-7900 davidjones@ddunlaplaw.com " (Award, P. 4 [pp. 1-2].)

Here, BPF filed a proof of service indicating service of the petition and supporting papers on VS Mass at: "CSC Lawyers Incorporating Service, Inc., Authorized Agent for Service of Process, By serving Rebecca Vang - authorized person to accept service of process" at "2710 Gateway Oaks Drive, Suite #150N Sacramento, CA 95833." (Proof Serv., filed April 15, 2026.)

The court will require that BPF serve process on VS Mass pursuant to paragraph 12(o) of the MIPA on VS Mass' counsel of record in the Award, David Dunlap Jones, Law Firm of David Dunlap Jones, PLC, 250 El Camino Real Suite 101, in Tustin, and on VS Mass, Mark Milius, 24941 Dana Point Harbor Drive, Suite C-220, in Dana Point. The court will continue this petition so that service under the MIPA can be effectuated. (See Code Civ. Proc., Sec. 1290.4, subd. (a); MIPA, P. 12(o) [p. 28]; Award, P. 4 [pp. 1-2].)

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